Trust for Advised Portfolios N-PX/A Annual report of proxy voting record (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-21422

Trust for Advised Portfolios

615 East Michigan Street

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

Christopher E. Kashmerick

Trust for Advised Portfolios

2020 E. Financial Way, Suite 100

Glendora, CA  91741
(Name and address of agent for service)

Registrant's telephone number, including area code: (626) 914-7385

Date of fiscal year end: September 30, 2022

Date of reporting period: July 1, 2021 – June 30, 2022

Item 1. Proxy Voting Record.

Investment Company Report

Ziegler Senior Floating Rate Fund

The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period.

Ziegler FAMCO Hedged Equity Fund

CONSTELLATION BRANDS, INC.

Security

21036P108

Meeting Type

Annual

Ticker Symbol

STZ

Meeting Date

20-Jul-2021

ISIN

US21036P1084

Agenda

935455712 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Christy Clark

For

For

For

For

2

Jennifer M. Daniels

For

For

For

For

3

Nicholas I. Fink

For

For

For

For

4

Jerry Fowden

Withheld

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

5

Ernesto M. Hernandez

For

For

For

For

6

Susan S. Johnson

For

For

For

For

7

James A. Locke III

Withheld

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

8

Jose M. Madero Garza

For

For

For

For

9

Daniel J. McCarthy

For

For

For

For

10

William A. Newlands

Withheld

For

Against

For

Comments: Over-Boarded (CEO) According to Egan-Jones' Proxy Guidelines the CEO, being the most critical position in a company, should hold no more than one other public directorship to ensure the effective and prudent exercise of his/her fiduciary duties as a CEO and that his/her integrity and efficiency are not compromised.

11

Richard Sands

For

For

For

For

12

Robert Sands

Withheld

For

Against

For

Comments: Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that

cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

13

Judy A. Schmeling

For

For

For

For

2.

To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve, by an advisory vote, the compensation of the Company's named executive officers as disclosed in the Proxy Statement.

Management

For

For

For

For

4.

Stockholder proposal regarding diversity.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity and to draw upon the skills, expertise and experience of its workforce. As such, we believe that the adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

296

0

05-Jul-2021

05-Jul-2021

LINDE PLC

Security

G5494J103

Meeting Type

Annual

Ticker Symbol

LIN

Meeting Date

26-Jul-2021

ISIN

IE00BZ12WP82

Agenda

935428234 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Prof. Dr. Wolfgang Reitzle

Management

Against

For

Against

For

Comments: Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised.

1B.

Election of Director: Stephen F. Angel

Management

For

For

For

For

1C.

Election of Director: Prof. DDr. Ann-Kristin Achleitner

Management

For

For

For

For

1D.

Election of Director: Prof. Dr. Clemens Börsig

Management

For

For

For

For

1E.

Election of Director: Dr. Nance K. Dicciani

Management

For

For

For

For

1F.

Election of Director: Dr. Thomas Enders

Management

For

For

For

For

1G.

Election of Director: Franz Fehrenbach

Management

For

For

For

For

1H.

Election of Director: Edward G. Galante

Management

For

For

For

For

1I.

Election of Director: Larry D. McVay

Management

For

For

For

For

1J.

Election of Director: Dr. Victoria Ossadnik

Management

For

For

For

For

1K.

Election of Director: Prof. Dr. Martin H. Richenhagen

Management

For

For

For

For

1L.

Election of Director: Robert L. Wood

Management

For

For

For

For

2A.

To ratify, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers ("PWC") as the independent auditor.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

2B.

To authorize the Board, acting through the Audit Committee, to determine PWC's remuneration.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve, on an advisory and non- binding basis, the compensation of Linde plc's Named Executive Officers, as disclosed in the 2021 Proxy Statement.

Management

For

For

For

For

4.

To approve, on an advisory and non- binding basis, a Directors' Remuneration Policy for the Company's Directors as required under Irish law.

Management

For

For

For

For

5.

To approve, on an advisory and non- binding basis, the Directors' Remuneration Report for the financial year ended December 31, 2020 as required under Irish law.

Management

For

For

For

For

6.

To approve the 2021 Linde plc Long Term Incentive Plan.

Management

For

For

For

For

7.

To determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

917

0

05-Jul-2021

05-Jul-2021

ELECTRONIC ARTS INC.

Security

285512109

Meeting Type

Annual

Ticker Symbol

EA

Meeting Date

12-Aug-2021

ISIN

US2855121099

Agenda

935466804 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director to hold office for a one- year term: Kofi A. Bruce

Management

For

For

For

For

1B.

Election of Director to hold office for a one- year term: Leonard S. Coleman

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director to hold office for a one- year term: Jeffrey T. Huber

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director to hold office for a one- year term: Talbott Roche

Management

For

For

For

For

1E.

Election of Director to hold office for a one- year term: Richard A. Simonson

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director to hold office for a one- year term: Luis A. Ubinas

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director to hold office for a one- year term: Heidi J. Ueberroth

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director to hold office for a one- year term: Andrew Wilson

Management

Against

For

Against

For

Comments: Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

2.

Advisory vote to approve named executive officer compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of the appointment of KPMG LLP as our independent public registered accounting firm for the fiscal year ending March 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Amendment and Restatement of the Company's Certificate of Incorporation to permit stockholders to act by written consent.

Management

For

For

For

For

5.

To consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, on whether to allow stockholders to act by written consent.

Shareholder

For

Against

Against

For

Comments: We have determined that it is a positive corporate governance measure to allow the stockholders to have the ability to take action by written consent if such written consent or consents sets forth the action to be taken and is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the matter were present and voted. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

197

0

01-Aug-2021

01-Aug-2021

THE J. M. SMUCKER COMPANY

Security

832696405

Meeting Type

Annual

Ticker Symbol

SJM

Meeting Date

18-Aug-2021

ISIN

US8326964058

Agenda

935468264 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director whose term of office will expire in 2022: Susan E. Chapman-Hughes

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Director whose term of office will expire in 2022: Paul J. Dolan

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director whose term of office will expire in 2022: Jay L. Henderson

Management

For

For

For

For

1D.

Election of Director whose term of office will expire in 2022: Kirk L. Perry

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director whose term of office will expire in 2022: Sandra Pianalto

Management

For

For

For

For

1F.

Election of Director whose term of office will expire in 2022: Alex Shumate

Management

For

For

For

For

1G.

Election of Director whose term of office will expire in 2022: Mark T. Smucker

Management

For

For

For

For

1H.

Election of Director whose term of office will expire in 2022: Richard K. Smucker

Management

For

For

For

For

1I.

Election of Director whose term of office will expire in 2022: Timothy P. Smucker

Management

For

For

For

For

1J.

Election of Director whose term of office will expire in 2022: Jodi L. Taylor

Management

For

For

For

For

1K.

Election of Director whose term of office will expire in 2022: Dawn C. Willoughby

Management

For

For

For

For

2.

Ratification of appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the 2022 fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory approval of the Company's executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

497

0

03-Aug-2021

03-Aug-2021

MICROCHIP TECHNOLOGY INCORPORATED

Security

595017104

Meeting Type

Annual

Ticker Symbol

MCHP

Meeting Date

24-Aug-2021

ISIN

US5950171042

Agenda

935474445 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director: Matthew W. Chapman

Management

Against

For

Against

For

Comments: Affiliated Outside director serving as a member of the Audit Committee   According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, with the exception of diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1.2

Election of Director: Esther L. Johnson

Management

For

For

For

For

1.3

Election of Director: Karlton D. Johnson

Management

For

For

For

For

1.4

Election of Director: Wade F. Meyercord

Management

Against

For

Against

For

Comments: Affiliated Outside director serving as a member of the Audit and Compensation Committees    According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, with the exception of diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1.5

Election of Director: Ganesh Moorthy

Management

For

For

For

For

1.6

Election of Director: Karen M. Rapp

Management

For

For

For

For

1.7

Election of Director: Steve Sanghi

Management

Against

For

Against

For

Comments: Chairman of the Board and the Company earns a Cyber Security Risk Rating of Needs Attention   Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

2.

Proposal to approve an amendment and restatement of our Certificate of Incorporation to increase the number of authorized shares of common stock for the purpose of effecting a two-for-one forward stock split.

Management

For

For

For

For

3.

Proposal to approve an amendment and restatement of our 2004 Equity Incentive Plan to extend the term of the plan by ten years, to August 24, 2031.

Management

For

For

For

For

4.

Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

Proposal to approve, on an advisory (non- binding) basis, the compensation of our named executives.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

754

0

12-Aug-2021

12-Aug-2021

NORTONLIFELOCK INC

Security

668771108

Meeting Type

Annual

Ticker Symbol

NLOK

Meeting Date

14-Sep-2021

ISIN

US6687711084

Agenda

935476932 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Sue Barsamian

Management

For

For

For

For

1B.

Election of Director: Eric K. Brandt

Management

For

For

For

For

1C.

Election of Director: Frank E. Dangeard

Management

Against

For

Against

For

Comments: F3        Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines, the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his fiduciary duties as a Chairman and that his integrity and efficiency are not compromised. F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: Nora M. Denzel

Management

For

For

For

For

1E.

Election of Director: Peter A. Feld

Management

For

For

For

For

1F.

Election of Director: Kenneth Y. Hao

Management

For

For

For

For

1G.

Election of Director: Emily Heath

Management

For

For

For

For

1H.

Election of Director: Vincent Pilette

Management

For

For

For

For

1I.

Election of Director: Sherrese Smith

Management

For

For

For

For

2.

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve executive compensation.

Management

For

For

For

For

4.

Stockholder proposal regarding independent board chairman.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,298

0

30-Aug-2021

30-Aug-2021

INTUITIVE SURGICAL, INC.

Security

46120E602

Meeting Type

Special

Ticker Symbol

ISRG

Meeting Date

20-Sep-2021

ISIN

US46120E6023

Agenda

935489434 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

TO APPROVE THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FOR THE PURPOSE OF EFFECTING A THREE-FOR-ONE STOCK SPLIT.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

130

0

06-Sep-2021

06-Sep-2021

FEDEX CORPORATION

Security

31428X106

Meeting Type

Annual

Ticker Symbol

FDX

Meeting Date

27-Sep-2021

ISIN

US31428X1063

Agenda

935484016 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: MARVIN R. ELLISON

Management

For

For

For

For

1B.

Election of Director: SUSAN PATRICIA GRIFFITH

Management

For

For

For

For

1C.

Election of Director: KIMBERLY A. JABAL

Management

For

For

For

For

1D.

Election of Director: SHIRLEY ANN JACKSON

Management

For

For

For

For

1E.

Election of Director: R. BRAD MARTIN

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director: JOSHUA COOPER RAMO

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1G.

Election of Director: SUSAN C. SCHWAB

Management

For

For

For

For

1H.

Election of Director: FREDERICK W. SMITH

Management

For

For

For

For

1I.

Election of Director: DAVID P. STEINER

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

IJ.

Election of Director: RAJESH SUBRAMANIAM

Management

For

For

For

For

1K.

Election of Director: PAUL S. WALSH

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Advisory vote to approve named executive officer compensation.

Management

For

For

For

For

3.

Ratify the appointment of Ernst & Young LLP as FedEx's independent registered public accounting firm for fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Stockholder proposal regarding independent board chairman.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Stockholder proposal regarding report on alignment between company values and electioneering contributions.

Shareholder

Against

Against

For

For

6.

Stockholder proposal regarding lobbying activity and expenditure report.

Shareholder

Against

Against

For

For

7.

Stockholder proposal regarding assessing inclusion in the workplace.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity and to draw upon the skills, expertise, and experience of its workforce. As such, we believe that the adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

8.

Stockholder proposal regarding shareholder ratification of termination pay.

Shareholder

For

Against

Against

For

Comments: We believe that the Company's compensation practices have been and will continue to be a key factor in the ability to deliver strong results. Furthermore, we believe that adopting this proposal would put the Company at a competitive advantage in recruiting and retaining executive talent and that it is in the best interests of the Company and its stockholders for the independent Compensation Committee to retain the flexibility to design and administer competitive compensation program. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

678

0

20-Sep-2021

20-Sep-2021

GENERAL MILLS, INC.

Security

370334104

Meeting Type

Annual

Ticker Symbol

GIS

Meeting Date

28-Sep-2021

ISIN

US3703341046

Agenda

935483987 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: R. Kerry Clark

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1B.

Election of Director: David M. Cordani

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Jeffrey L. Harmening

Management

Against

For

Against

For

Comments: Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1D.

Election of Director: Maria G. Henry

Management

For

For

For

For

1E.

Election of Director: Jo Ann Jenkins

Management

For

For

For

For

1F.

Election of Director: Elizabeth C. Lempres

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director: Diane L. Neal

Management

For

For

For

For

1H.

Election of Director: Steve Odland

Management

For

For

For

For

1I.

Election of Director: Maria A. Sastre

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director: Eric D. Sprunk

Management

For

For

For

For

1K.

Election of Director: Jorge A. Uribe

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Advisory Vote on Executive Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratify Appointment of the Independent Registered Public Accounting Firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Amendment and Restatement of Our Certificate of Incorporation to Eliminate Supermajority Voting Provisions.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

880

0

13-Sep-2021

13-Sep-2021

NIKE, Inc.

Security

654106103

Meeting Type

Annual

Ticker Symbol

NKE

Meeting Date

06-Oct-2021

ISIN

US6541061031

Agenda

935484624 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Class B Director: Alan B. Graf, Jr.

Management

Abstain

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1B.

Election of Class B Director: Peter B. Henry

Management

For

For

For

For

1C.

Election of Class B Director: Michelle A. Peluso

Management

For

For

For

For

2.

To approve executive compensation by an advisory vote.

Management

For

For

For

For

3.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

To consider a shareholder proposal regarding political contributions disclosure, if properly presented at the meeting.

Shareholder

Against

Against

For

For

5.

To consider a shareholder proposal regarding a human rights impact assessment, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that human rights are of the utmost importance for their own sake as well as for the enhancement of economic potential of a nation. By adopting these standards, Companies will embody good corporate governance responsibility and enhance shareholder value. As a result, we recommend a vote FOR this Proposal.

6.

To consider a shareholder proposal regarding supplemental pay equity disclosure, if properly presented at the meeting.

Shareholder

Against

Against

For

For

7.

To consider a shareholder proposal regarding diversity and inclusion efforts reporting, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity and to draw upon the skills, expertise and experience of its workforce. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,213

0

21-Sep-2021

21-Sep-2021

TESLA, INC.

Security

88160R101

Meeting Type

Annual

Ticker Symbol

TSLA

Meeting Date

07-Oct-2021

ISIN

US88160R1014

Agenda

935486452 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Class II Director: James Murdoch

Management

For

For

For

For

1.2

Election of Class II Director: Kimbal Musk

Management

For

For

For

For

2.

Tesla proposal for adoption of amendments to certificate of incorporation to reduce director terms to two years.

Management

Against

For

Against

For

Comments: We believe that staggered terms for directors increase the difficulty for shareholders of making fundamental changes to the composition and behavior of a board. We prefer that the entire board of a company be elected annually to provide appropriate responsiveness to shareholders. We recommend a vote AGAINST this Proposal.

3.

Tesla proposal for adoption of amendments to certificate of incorporation and bylaws to eliminate applicable supermajority voting requirements.

Management

For

None

For

4.

Tesla proposal to ratify the appointment of independent registered public accounting firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

Stockholder proposal regarding reduction of director terms to one year.

Shareholder

For

Against

Against

For

Comments: After evaluating the details given about the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we believe that corporate governance procedures and practices, and the level of accountability that the Company imposes, are closely related to financial performance. It is intuitive that when directors are accountable for their actions, they perform better. We therefore prefer that the entire board of a company be elected annually to provide appropriate responsiveness to shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Stockholder proposal regarding additional reporting on diversity and inclusion efforts.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity and to draw upon the skills, expertise and experience of its workforce. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders. In accordance with Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

7.

Stockholder proposal regarding reporting on employee arbitration.

Shareholder

Against

Against

For

For

8.

Stockholder proposal regarding assigning responsibility for strategic oversight of human capital management to an independent board-level committee.

Shareholder

For

Against

Against

For

Comments: We believe that the adoption of the proposal will enhance the Company's response to human capital management. Accordingly, we recommend a vote FOR this Proposal.

9.

Stockholder proposal regarding additional reporting on human rights.

Shareholder

For

Against

Against

For

Comments: We believe that the adoption of a more comprehensive human rights policy, coupled with implementation, enforcement, independent monitoring, and transparent, comprehensive reporting will assure shareholders of the Company's global leadership. We recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

131

0

27-Sep-2021

27-Sep-2021

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

780

0

27-Sep-2021

27-Sep-2021

THE PROCTER & GAMBLE COMPANY

Security

742718109

Meeting Type

Annual

Ticker Symbol

PG

Meeting Date

12-Oct-2021

ISIN

US7427181091

Agenda

935488002 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

ELECTION OF DIRECTOR: B. Marc Allen

Management

For

For

For

For

1B.

ELECTION OF DIRECTOR: Angela F. Braly

Management

For

For

For

For

1C.

ELECTION OF DIRECTOR: Amy L. Chang

Management

For

For

For

For

1D.

ELECTION OF DIRECTOR: Joseph Jimenez

Management

For

For

For

For

1E.

ELECTION OF DIRECTOR: Christopher Kempczinski

Management

For

For

For

For

1F.

ELECTION OF DIRECTOR: Debra L. Lee

Management

For

For

For

For

1G.

ELECTION OF DIRECTOR: Terry J. Lundgren

Management

For

For

For

For

1H.

ELECTION OF DIRECTOR: Christine M. McCarthy

Management

For

For

For

For

1I.

ELECTION OF DIRECTOR: Jon R. Moeller

Management

For

For

For

For

1J.

ELECTION OF DIRECTOR: David S. Taylor

Management

For

For

For

For

1K.

ELECTION OF DIRECTOR: Margaret C. Whitman

Management

For

For

For

For

1L.

ELECTION OF DIRECTOR: Patricia A. Woertz

Management

For

For

For

For

2.

Ratify Appointment of the Independent Registered Public Accounting Firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote to Approve the Company's Executive Compensation (the "Say on Pay" vote).

Management

For

For

For

For

4.

Shareholder Proposal - Inclusion of Non- Management Employees on Director Nominee Candidate Lists.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,261

0

21-Sep-2021

21-Sep-2021

PAYCHEX, INC.

Security

704326107

Meeting Type

Annual

Ticker Symbol

PAYX

Meeting Date

14-Oct-2021

ISIN

US7043261079

Agenda

935489725 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: B. Thomas Golisano

Management

For

For

For

For

1B.

Election of Director: Thomas F. Bonadio

Management

For

For

For

For

1C.

Election of Director: Joseph G. Doody

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: David J.S. Flaschen

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: Pamela A. Joseph

Management

For

For

For

For

1F.

Election of Director: Martin Mucci

Management

For

For

For

For

1G.

Election of Director: Kevin A. Price

Management

For

For

For

For

1H.

Election of Director: Joseph M. Tucci

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: Joseph M. Velli

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1J.

Election of Director: Kara Wilson

Management

For

For

For

For

2.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

Management

For

For

For

For

3.

RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

904

0

23-Sep-2021

23-Sep-2021

CINTAS CORPORATION

Security

172908105

Meeting Type

Annual

Ticker Symbol

CTAS

Meeting Date

26-Oct-2021

ISIN

US1729081059

Agenda

935495855 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Gerald S. Adolph

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1B.

Election of Director: John F. Barrett

Management

For

For

For

For

1C.

Election of Director: Melanie W. Barstad

Management

For

For

For

For

1D.

Election of Director: Karen L. Carnahan

Management

For

For

For

For

1E.

Election of Director: Robert E. Coletti

Management

For

For

For

For

1F.

Election of Director: Scott D. Farmer

Management

Against

For

Against

For

Comments: Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1G.

Election of Director: Joseph Scaminace

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: Todd M. Schneider

Management

For

For

For

For

1I.

Election of Director: Ronald W. Tysoe

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

To approve, on an advisory basis, named executive officer compensation.

Management

For

For

For

For

3.

To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

A shareholder proposal regarding a simple majority vote, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: For the reasons stated below and in accordance with the Egan-Jones' Proxy Guidelines, we believe that the advantages of eliminating supermajority provisions outweigh the benefits of maintaining it as a voting standard. We believe that a simple majority vote will strengthen the Company's corporate governance practice. Contrary to supermajority voting, a simple majority standard will give the shareholders equal and fair representation in the Company by limiting the power of shareholders who own a large stake in the entity, therefore, paving way for a more meaningful voting outcome. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

245

0

06-Oct-2021

06-Oct-2021

KLA CORPORATION

Security

482480100

Meeting Type

Annual

Ticker Symbol

KLAC

Meeting Date

03-Nov-2021

ISIN

US4824801009

Agenda

935497645 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A

Election of Director to serve for a one-year term: Edward Barnholt

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1B

Election of Director to serve for a one-year term: Robert Calderoni

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1C

Election of Director to serve for a one-year term: Jeneanne Hanley

Management

For

For

For

For

1D

Election of Director to serve for a one-year term: Emiko Higashi

Management

For

For

For

For

1E

Election of Director to serve for a one-year term: Kevin Kennedy

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F

Election of Director to serve for a one-year term: Gary Moore

Management

For

For

For

For

1G

Election of Director to serve for a one-year term: Marie Myers

Management

For

For

For

For

1H

Election of Director to serve for a one-year term: Kiran Patel

Management

For

For

For

For

1I

Election of Director to serve for a one-year term: Victor Peng

Management

For

For

For

For

1J

Election of Director to serve for a one-year term: Robert Rango

Management

For

For

For

For

1K

Election of Director to serve for a one-year term: Richard Wallace

Management

For

For

For

For

2

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3

To approve on a non-binding, advisory basis our named executive officer compensation.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

122

0

20-Oct-2021

20-Oct-2021

CHUBB LIMITED

Security

H1467J104

Meeting Type

Special

Ticker Symbol

CB

Meeting Date

03-Nov-2021

ISIN

CH0044328745

Agenda

935498128 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1

Ratification of the share repurchase program ending June 30, 2022.

Management

For

For

For

For

2

Reduction of share capital.

Management

For

For

For

For

A

If a new agenda item or a new proposal for an existing agenda item is put before the meeting, I/we hereby authorize and instruct the independent proxy to vote as follows.

Management

Against

For

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,244

0

29-Oct-2021

29-Oct-2021

NORTONLIFELOCK INC

Security

668771108

Meeting Type

Special

Ticker Symbol

NLOK

Meeting Date

04-Nov-2021

ISIN

US6687711084

Agenda

935505911 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To approve the issuance of New NortonLifeLock Shares to Avast shareholders in connection with the Merger (the "Share Issuance Proposal").

Management

For

For

For

For

2.

To adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Share Issuance Proposal (the "Adjournment Proposal").

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,282

0

29-Oct-2021

29-Oct-2021

NORTONLIFELOCK INC

Security

668771108

Meeting Type

Special

Ticker Symbol

NLOK

Meeting Date

04-Nov-2021

ISIN

US6687711084

Agenda

935509476 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To approve the issuance of New NortonLifeLock Shares to Avast shareholders in connection with the Merger (the "Share Issuance Proposal").

Management

For

For

For

For

2.

To adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Share Issuance Proposal (the "Adjournment Proposal").

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,282

0

29-Oct-2021

29-Oct-2021

LAM RESEARCH CORPORATION

Security

512807108

Meeting Type

Annual

Ticker Symbol

LRCX

Meeting Date

08-Nov-2021

ISIN

US5128071082

Agenda

935496946 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Sohail U. Ahmed

For

For

For

For

2

Timothy M. Archer

For

For

For

For

3

Eric K. Brandt

Withheld

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

4

Michael R. Cannon

Withheld

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

5

Catherine P. Lego

For

For

For

For

6

Bethany J. Mayer

For

For

For

For

7

Abhijit Y. Talwalkar

Withheld

For

Against

For

Comments: Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines, the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised.

8

Lih Shyng (Rick L) Tsai

For

For

For

For

9

Leslie F. Varon

For

For

For

For

2.

Advisory vote to approve the compensation of the named executive officers of Lam Research, or "Say on Pay."

Management

For

For

For

For

3.

Ratification of the appointment of the independent registered public accounting firm for fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

120

0

20-Oct-2021

20-Oct-2021

AUTOMATIC DATA PROCESSING, INC.

Security

053015103

Meeting Type

Annual

Ticker Symbol

ADP

Meeting Date

10-Nov-2021

ISIN

US0530151036

Agenda

935497570 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Peter Bisson

Management

For

For

For

For

1B.

Election of Director: Richard T. Clark

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.   Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Linnie M. Haynesworth

Management

For

For

For

For

1D.

Election of Director: John P. Jones

Management

For

For

For

For

1E.

Election of Director: Francine S. Katsoudas

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Nazzic S. Keene

Management

For

For

For

For

1G.

Election of Director: Thomas J. Lynch

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Scott F. Powers

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: William J. Ready

Management

For

For

For

For

1J.

Election of Director: Carlos A. Rodriguez

Management

For

For

For

For

1K.

Election of Director: Sandra S. Wijnberg

Management

For

For

For

For

2.

Advisory Vote on Executive Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of the Appointment of Auditors.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Stockholder proposal, if properly presented at the meeting, to prepare a Report on Workforce Engagement in Governance.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

619

0

02-Nov-2021

02-Nov-2021

ORACLE CORPORATION

Security

68389X105

Meeting Type

Annual

Ticker Symbol

ORCL

Meeting Date

10-Nov-2021

ISIN

US68389X1054

Agenda

935498027 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Jeffrey S. Berg

Withheld

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2

Michael J. Boskin

Withheld

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

3

Safra A. Catz

For

For

For

For

4

Bruce R. Chizen

Withheld

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

5

George H. Conrades

Withheld

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.  Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its

shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

6

Lawrence J. Ellison

Withheld

For

Against

For

Comments: Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

7

Rona A. Fairhead

For

For

For

For

8

Jeffrey O. Henley

For

For

For

For

9

Renee J. James

For

For

For

For

10

Charles W. Moorman IV

Withheld

For

Against

For

Comments: Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

11

Leon E. Panetta

Withheld

For

Against

For

Comments: Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

12

William G. Parrett

For

For

For

For

13

Naomi O. Seligman

Withheld

For

Against

For

Comments: Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

14

Vishal Sikka

For

For

For

For

2.

Advisory Vote to Approve the Compensation of our Named Executive Officers.

Management

For

For

For

For

3.

Approve an Amendment to the Oracle Corporation 2020 Equity Incentive Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

4.

Ratification of Selection of Independent Registered Public Accounting Firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

Stockholder Proposal Regarding Racial Equity Audit.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

6.

Stockholder Proposal Regarding Independent Board Chair.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Stockholder Proposal Regarding Political Spending.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,334

0

02-Nov-2021

02-Nov-2021

THE ESTEE LAUDER COMPANIES INC.

Security

518439104

Meeting Type

Annual

Ticker Symbol

EL

Meeting Date

12-Nov-2021

ISIN

US5184391044

Agenda

935498558 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Class I Director: Rose Marie Bravo

Management

Abstain

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Class I Director: Paul J. Fribourg

Management

Abstain

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Class I Director: Jennifer Hyman

Management

For

For

For

For

1D.

Election of Class I Director: Barry S. Sternlicht

Management

Abstain

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Ratification of appointment of PricewaterhouseCoopers LLP as independent auditors for the 2022 fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

306

0

28-Oct-2021

28-Oct-2021

THE CLOROX COMPANY

Security

189054109

Meeting Type

Annual

Ticker Symbol

CLX

Meeting Date

17-Nov-2021

ISIN

US1890541097

Agenda

935503208 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Amy Banse

Management

For

For

For

For

1B.

Election of Director: Richard H. Carmona

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1C.

Election of Director: Spencer C. Fleischer

Management

For

For

For

For

1D.

Election of Director: Esther Lee

Management

For

For

For

For

1E.

Election of Director: A.D. David Mackay

Management

For

For

For

For

1F.

Election of Director: Paul Parker

Management

For

For

For

For

1G.

Election of Director: Linda Rendle

Management

For

For

For

For

1H.

Election of Director: Matthew J. Shattock

Management

Against

For

Against

For

Comments: Over-Boarded (Board Chair) According to Egan-Jones'  Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised.

1I.

Election of Director: Kathryn Tesija

Management

For

For

For

For

1J.

Election of Director: Russell Weiner

Management

For

For

For

For

1K.

Election of Director: Christopher J. Williams

Management

For

For

For

For

2.

Advisory Vote to Approve Executive Compensation.

Management

For

For

For

For

3.

Ratification of the Selection of Ernst & Young LLP as the Clorox Company's Independent Registered Public Accounting Firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of the Amended and Restated 2005 Stock Incentive Plan.

Management

For

For

For

For

5.

Shareholder Proposal Requesting Non- Management Employees on Director Nominee Candidate Lists.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

324

0

02-Nov-2021

02-Nov-2021

RESMED INC.

Security

761152107

Meeting Type

Annual

Ticker Symbol

RMD

Meeting Date

18-Nov-2021

ISIN

US7611521078

Agenda

935501254 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Re-election of Director to serve until 2022 annual meeting: Karen Drexler

Management

For

For

For

For

1B.

Re-election of Director to serve until 2022 annual meeting: Michael Farrell

Management

For

For

For

For

1C.

Re-election of Director to serve until 2022 annual meeting: Peter Farrell

Management

Against

For

Against

For

Comments: Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised.

1D.

Re-election of Director to serve until 2022 annual meeting: Harjit Gill

Management

For

For

For

For

1E.

Re-election of Director to serve until 2022 annual meeting: Ron Taylor

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director to serve until 2022 annual meeting: John Hernandez

Management

For

For

For

For

1G.

Election of Director to serve until 2022 annual meeting: Desney Tan

Management

For

For

For

For

2.

Ratify our selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxy statement ("say-on-pay").

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

190

0

02-Nov-2021

02-Nov-2021

BROADRIDGE FINANCIAL SOLUTIONS, INC.

Security

11133T103

Meeting Type

Annual

Ticker Symbol

BR

Meeting Date

18-Nov-2021

ISIN

US11133T1034

Agenda

935503563 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Leslie A. Brun

Management

For

For

For

For

1B.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Pamela L. Carter

Management

For

For

For

For

1C.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Richard J. Daly

Management

For

For

For

For

1D.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Robert N. Duelks

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Melvin L. Flowers

Management

For

For

For

For

1F.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Timothy C. Gokey

Management

For

For

For

For

1G.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Brett A. Keller

Management

For

For

For

For

1H.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Maura A. Markus

Management

For

For

For

For

1I.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Annette L. Nazareth

Management

For

For

For

For

1J.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Thomas J. Perna

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1K.

Election of Director to serve until the 2022 Annual Meeting of Stockholders: Amit K. Zavery

Management

For

For

For

For

2.

Advisory vote to approve the compensation of the Company's Named Executive Officers (the Say on Pay Vote).

Management

For

For

For

For

3.

To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending June 30, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

452

0

08-Nov-2021

08-Nov-2021

MICROSOFT CORPORATION

Security

594918104

Meeting Type

Annual

Ticker Symbol

MSFT

Meeting Date

30-Nov-2021

ISIN

US5949181045

Agenda

935505480 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Reid G. Hoffman

Management

For

For

For

For

1B.

Election of Director: Hugh F. Johnston

Management

For

For

For

For

1C.

Election of Director: Teri L. List

Management

For

For

For

For

1D.

Election of Director: Satya Nadella

Management

Against

For

Against

For

Comments: Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1E.

Election of Director: Sandra E. Peterson

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Penny S. Pritzker

Management

For

For

For

For

1G.

Election of Director: Carlos A. Rodriguez

Management

For

For

For

For

1H.

Election of Director: Charles W. Scharf

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: John W. Stanton

Management

For

For

For

For

1J.

Election of Director: John W. Thompson

Management

For

For

For

For

1K.

Election of Director: Emma N. Walmsley

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1L.

Election of Director: Padmasree Warrior

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Advisory vote to approve named executive officer compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approve Employee Stock Purchase Plan.

Management

For

For

For

For

4.

Ratification of the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

Shareholder Proposal - Report on median pay gaps across race and gender.

Shareholder

For

Against

Against

For

Comments: We believe that public disclosure on discrimination in compensation and employment opportunities for women and minorities is an effective incentive to develop and maintain effective programs to break the glass ceiling barriers. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

6.

Shareholder Proposal - Report on effectiveness of workplace sexual harassment policies.

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will enable the Company to avoid legal and reputational risk and by creating a culture of accountability and transparency, protecting employees from harassment and discrimination. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

7.

Shareholder Proposal - Prohibition on sales of facial recognition technology to all government entities.

Shareholder

Against

Against

For

For

8.

Shareholder Proposal - Report on implementation of the Fair Chance Business Pledge.

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will allow the Company to protect the Company's brand value and reputation on diversity issues. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

9.

Shareholder Proposal - Report on how lobbying activities align with company policies.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,527

0

18-Nov-2021

18-Nov-2021

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

6,340

0

18-Nov-2021

18-Nov-2021

CISCO SYSTEMS, INC.

Security

17275R102

Meeting Type

Annual

Ticker Symbol

CSCO

Meeting Date

13-Dec-2021

ISIN

US17275R1023

Agenda

935511469 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: M. Michele Burns

Management

For

For

For

For

1B.

Election of Director: Wesley G. Bush

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Michael D. Capellas

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: Mark Garrett

Management

For

For

For

For

1E.

Election of Director: John D. Harris II

Management

For

For

For

For

1F.

Election of Director: Dr. Kristina M. Johnson

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director: Roderick C. McGeary

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18      Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Charles H. Robbins

Management

Against

For

Against

For

Comments: Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability. Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1I.

Election of Director: Brenton L. Saunders

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director: Dr. Lisa T. Su

Management

For

For

For

For

1K.

Election of Director: Marianna Tessel

Management

For

For

For

For

2.

Approval, on an advisory basis, of executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of PricewaterhouseCoopers LLP as Cisco's independent registered public accounting firm for fiscal 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval to have Cisco's Board amend Cisco's proxy access bylaw to remove the stockholder aggregation limit.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that because the board of directors serves as the representatives of shareholders, shareholders should have the right to nominate their own representatives. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

5,752

0

01-Dec-2021

01-Dec-2021

MICRON TECHNOLOGY, INC.

Security

595112103

Meeting Type

Annual

Ticker Symbol

MU

Meeting Date

13-Jan-2022

ISIN

US5951121038

Agenda

935528717 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

ELECTION OF DIRECTOR: Richard M. Beyer

Management

For

For

For

For

1B.

ELECTION OF DIRECTOR: Lynn A. Dugle

Management

For

For

For

For

1C.

ELECTION OF DIRECTOR: Steven J. Gomo

Management

For

For

For

For

1D.

ELECTION OF DIRECTOR: Linnie Haynesworth

Management

For

For

For

For

1E.

ELECTION OF DIRECTOR: Mary Pat McCarthy

Management

For

For

For

For

1F.

ELECTION OF DIRECTOR: Sanjay Mehrotra

Management

For

For

For

For

1G.

ELECTION OF DIRECTOR: Robert E. Switz

Management

Against

For

Against

For

Comments: Over-Boarded (Board Chair) According to Egan-Jones'  Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised. Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

ELECTION OF DIRECTOR: MaryAnn Wright

Management

For

For

For

For

2.

PROPOSAL BY THE COMPANY TO APPROVE A NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT.

Management

For

For

For

For

3.

PROPOSAL BY THE COMPANY TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 1, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

845

0

22-Dec-2021

22-Dec-2021

INTUIT INC.

Security

461202103

Meeting Type

Annual

Ticker Symbol

INTU

Meeting Date

20-Jan-2022

ISIN

US4612021034

Agenda

935527993 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Eve Burton

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines, the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1B.

Election of Director: Scott D. Cook

Management

For

For

For

For

1C.

Election of Director: Richard L. Dalzell

Management

For

For

For

For

1D.

Election of Director: Sasan K. Goodarzi

Management

For

For

For

For

1E.

Election of Director: Deborah Liu

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines, the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1F.

Election of Director: Tekedra Mawakana

Management

For

For

For

For

Comments: Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines, the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1G.

Election of Director: Suzanne Nora Johnson

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines, the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1H.

Election of Director: Dennis D. Powell

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: Brad D. Smith

Management

For

For

For

For

1J.

Election of Director: Thomas Szkutak

Management

For

For

For

For

1K.

Election of Director: Raul Vazquez

Management

For

For

For

For

1L.

Election of Director: Jeff Weiner

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines, the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

2.

Advisory vote to approve Intuit's executive compensation (say-on-pay).

Management

For

For

For

For

3.

Ratification of the selection of Ernst & Young LLP as Intuit's independent registered public accounting firm for the fiscal year ending July 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approve the Amended and Restated 2005 Equity Incentive Plan to, among other things, increase the share reserve by an additional 18,000,000 shares and extend the term of the plan by an additional five years.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

493

0

10-Jan-2022

10-Jan-2022

COSTCO WHOLESALE CORPORATION

Security

22160K105

Meeting Type

Annual

Ticker Symbol

COST

Meeting Date

20-Jan-2022

ISIN

US22160K1051

Agenda

935530849 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Susan L. Decker

Management

For

For

For

For

1B.

Election of Director: Kenneth D. Denman

Management

For

For

For

For

1C.

Election of Director: Richard A. Galanti

Management

For

For

For

For

1D.

Election of Director: Hamilton E. James

Management

For

For

For

For

1E.

Election of Director: W. Craig Jelinek

Management

For

For

For

For

1F.

Election of Director: Sally Jewell

Management

For

For

For

For

1G.

Election of Director: Charles T. Munger

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: Jeffrey S. Raikes

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: John W. Stanton

Management

For

For

For

For

1J.

Election of Director: Maggie Wilderotter

Management

For

For

For

For

2.

Ratification of selection of independent auditors.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval, on an advisory basis, of executive compensation.

Management

For

For

For

For

4.

Shareholder proposal regarding charitable giving reporting.

Shareholder

Against

Against

For

For

5.

Shareholder proposal regarding the adoption of GHG emissions reduction targets.

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' SRI Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Shareholder proposal regarding report on racial justice and food equity.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity and to draw upon the skills, expertise and experience of its workforce. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' SRI Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

147

0

10-Jan-2022

10-Jan-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

340

0

10-Jan-2022

10-Jan-2022

VISA INC.

Security

92826C839

Meeting Type

Annual

Ticker Symbol

V

Meeting Date

25-Jan-2022

ISIN

US92826C8394

Agenda

935531550 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Lloyd A. Carney

Management

For

For

For

For

1B.

Election of Director: Mary B. Cranston

Management

For

For

For

For

1C.

Election of Director: Francisco Javier Fernández-Carbajal

Management

For

For

For

For

1D.

Election of Director: Alfred F. Kelly, Jr.

Management

For

For

For

For

1E.

Election of Director: Ramon Laguarta

Management

For

For

For

For

1F.

Election of Director: John F. Lundgren

Management

For

For

For

For

1G.

Election of Director: Robert W. Matschullat

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: Denise M. Morrison

Management

For

For

For

For

1I.

Election of Director: Linda J. Rendle

Management

For

For

For

For

1J.

Election of Director: Maynard G. Webb, Jr.

Management

For

For

For

For

2.

To approve, on an advisory basis, the compensation paid to our named executive officers.

Management

For

For

For

For

3.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

324

0

10-Jan-2022

10-Jan-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,360

0

10-Jan-2022

10-Jan-2022

BECTON, DICKINSON AND COMPANY

Security

075887109

Meeting Type

Annual

Ticker Symbol

BDX

Meeting Date

25-Jan-2022

ISIN

US0758871091

Agenda

935535128 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Catherine M. Burzik

Management

For

For

For

For

1B.

Election of Director: Carrie L. Byington

Management

For

For

For

For

1C.

Election of Director: R. Andrew Eckert

Management

For

For

For

For

1D.

Election of Director: Claire M. Fraser

Management

For

For

For

For

1E.

Election of Director: Jeffrey W. Henderson

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Christopher Jones

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director: Marshall O. Larsen

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: David F. Melcher

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: Thomas E. Polen

Management

For

For

For

For

1J.

Election of Director: Claire Pomeroy

Management

For

For

For

For

1K.

Election of Director: Timothy M. Ring

Management

For

For

For

For

1L.

Election of Director: Bertram L. Scott

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Ratification of the selection of the independent registered public accounting firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve named executive officer compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

A shareholder proposal seeking to lower the ownership threshold required to call a special shareholders meeting, if properly presented at the meeting.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

924

0

05-Jan-2022

05-Jan-2022

ACCENTURE LLP

Security

G1151C101

Meeting Type

Annual

Ticker Symbol

ACN

Meeting Date

26-Jan-2022

ISIN

IE00B4BNMY34

Agenda

935534405 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Appointment of Director: Jaime Ardila

Management

For

For

For

For

1B.

Appointment of Director: Nancy McKinstry

Management

For

For

For

For

1C.

Appointment of Director: Beth E. Mooney

Management

For

For

For

For

1D.

Appointment of Director: Gilles C. Pélisson

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Appointment of Director: Paula A. Price

Management

For

For

For

For

1F.

Appointment of Director: Venkata (Murthy) Renduchintala

Management

For

For

For

For

1G.

Appointment of Director: Arun Sarin

Management

For

For

For

For

1H.

Appointment of Director: Julie Sweet

Management

For

For

For

For

1I.

Appointment of Director: Frank K. Tang

Management

For

For

For

For

1J.

Appointment of Director: Tracey T. Travis

Management

For

For

For

For

2.

To approve, in a non-binding vote, the compensation of our named executive officers.

Management

For

For

For

For

3.

To approve an amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance thereunder.

Management

For

For

For

For

4.

To ratify, in a non-binding vote, the appointment of KPMG LLP ("KPMG") as independent auditors of Accenture and to authorize, in a binding vote, the Audit Committee of the Board of Directors to determine KPMG's remuneration.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

To grant the Board of Directors the authority to issue shares under Irish law.

Management

For

For

For

For

6.

To grant the Board of Directors the authority to opt-out of pre- emption rights under Irish law.

Management

For

For

For

For

7.

To determine the price range at which Accenture can re-allot shares that it acquires as treasury shares under Irish law.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

573

0

10-Jan-2022

10-Jan-2022

D.R. HORTON, INC.

Security

23331A109

Meeting Type

Annual

Ticker Symbol

DHI

Meeting Date

26-Jan-2022

ISIN

US23331A1097

Agenda

935537906 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Donald R. Horton

Management

Against

For

Against

For

Comments: Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1B.

Election of Director: Barbara K. Allen

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Brad S. Anderson

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1D.

Election of Director: Michael R. Buchanan

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director: Benjamin S. Carson, Sr.

Management

For

For

For

For

1F.

Election of Director: Michael W. Hewatt

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1G.

Election of Director: Maribess L. Miller

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Approval of the advisory resolution on executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,175

0

10-Jan-2022

10-Jan-2022

EMERSON ELECTRIC CO.

Security

291011104

Meeting Type

Annual

Ticker Symbol

EMR

Meeting Date

01-Feb-2022

ISIN

US2910111044

Agenda

935533299 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

J. B. Bolten

Withheld

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2

W. H. Easter III

Withheld

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

3

S. L. Karsanbhai

For

For

For

For

4

L. M. Lee

For

For

For

For

2.

Ratification of KPMG LLP as Independent Registered Public Accounting Firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval, by non-binding advisory vote, of Emerson Electric Co. executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,257

0

19-Jan-2022

19-Jan-2022

DEERE & COMPANY

Security

244199105

Meeting Type

Annual

Ticker Symbol

DE

Meeting Date

23-Feb-2022

ISIN

US2441991054

Agenda

935540977 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Leanne G. Caret

Management

For

For

For

For

1B.

Election of Director: Tamra A. Erwin

Management

For

For

For

For

1C.

Election of Director: Alan C. Heuberger

Management

For

For

For

For

1D.

Election of Director: Charles O. Holliday, Jr.

Management

For

For

For

For

1E.

Election of Director: Michael O. Johanns

Management

For

For

For

For

1F.

Election of Director: Clayton M. Jones

Management

Against

For

Against

For

Comments: Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1G.

Election of Director: John C. May

Management

For

For

For

For

1H.

Election of Director: Gregory R. Page

Management

For

For

For

For

1I.

Election of Director: Sherry M. Smith

Management

For

For

For

For

1J.

Election of Director: Dmitri L. Stockton

Management

For

For

For

For

1K.

Election of Director: Sheila G. Talton

Management

For

For

For

For

2.

Advisory vote on executive compensation.

Management

For

For

For

For

3.

Ratification of the appointment of Deloitte & Touche LLP as Deere's independent registered public accounting firm for fiscal 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of the Nonemployee Director Stock Ownership Plan.

Management

For

For

For

For

5.

Shareholder Proposal - Special Shareholder Meeting Improvement.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 25% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

251

0

07-Feb-2022

07-Feb-2022

APPLE INC.

Security

037833100

Meeting Type

Annual

Ticker Symbol

AAPL

Meeting Date

04-Mar-2022

ISIN

US0378331005

Agenda

935541549 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: James Bell

Management

For

For

For

For

1B.

Election of Director: Tim Cook

Management

For

For

For

For

1C.

Election of Director: Al Gore

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1D.

Election of Director: Alex Gorsky

Management

For

For

For

For

1E.

Election of Director: Andrea Jung

Management

Against

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1F.

Election of Director: Art Levinson

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1G.

Election of Director: Monica Lozano

Management

For

For

For

For

1H.

Election of Director: Ron Sugar

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: Sue Wagner

Management

For

For

For

For

2.

Ratification of the appointment of Ernst & Young LLP as Apple's independent registered public accounting firm for fiscal 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of the Apple Inc. 2022 Employee Stock Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

5.

A shareholder proposal entitled "Reincorporate with Deeper Purpose".

Shareholder

Against

Against

For

For

6.

A shareholder proposal entitled "Transparency Reports".

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will reduce the posed significant legal, reputational, and financial risk to Apple and its shareholders brought by lack of transparency that affects freedom of expression or access to information. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

A shareholder proposal entitled "Report on Forced Labor".

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. Accordingly, we recommend a vote FOR this Proposal.

8.

A shareholder proposal entitled "Pay Equity".

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal is necessary and warranted in the Company. Pay disparities by gender and race in companies, in our view, could bring operational risks and reputational damage that is detrimental to shareholder value. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones Guidelines, we recommend a vote FOR this Proposal.

9.

A shareholder proposal entitled "Civil Rights Audit".

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity in the community it serves. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

10.

A shareholder proposal entitled "Report on Concealment Clauses".

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. Accordingly, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,342

0

28-Feb-2022

28-Feb-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

14,080

0

28-Feb-2022

28-Feb-2022

ANALOG DEVICES, INC.

Security

032654105

Meeting Type

Annual

Ticker Symbol

ADI

Meeting Date

09-Mar-2022

ISIN

US0326541051

Agenda

935542248 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Ray Stata

Management

For

For

For

For

1B.

Election of Director: Vincent Roche

Management

For

For

For

For

1C.

Election of Director: James A. Champy

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: Anantha P. Chandrakasan

Management

For

For

For

For

1E.

Election of Director: Tunç Doluca

Management

For

For

For

For

1F.

Election of Director: Bruce R. Evans

Management

For

For

For

For

1G.

Election of Director: Edward H. Frank

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Laurie H. Glimcher

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: Karen M. Golz

Management

For

For

For

For

1J.

Election of Director: Mercedes Johnson

Management

For

For

For

For

1K.

Election of Director: Kenton J. Sicchitano

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of Director: Susie Wee

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Advisory resolution to approve the compensation of our named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approve the Analog Devices, Inc. 2022 Employee Stock Purchase Plan.

Management

For

For

For

For

4.

Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

663

0

18-Feb-2022

18-Feb-2022

QUALCOMM INCORPORATED

Security

747525103

Meeting Type

Annual

Ticker Symbol

QCOM

Meeting Date

09-Mar-2022

ISIN

US7475251036

Agenda

935543567 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Sylvia Acevedo

Management

For

For

For

For

1B.

Election of Director: Cristiano R. Amon

Management

For

For

For

For

1C.

Election of Director: Mark Fields

Management

For

For

For

For

1D.

Election of Director: Jeffrey W. Henderson

Management

For

For

For

For

1E.

Election of Director: Gregory N. Johnson

Management

For

For

For

For

1F.

Election of Director: Ann M. Livermore

Management

For

For

For

For

1G.

Election of Director: Mark D. McLaughlin

Management

For

For

For

For

1H.

Election of Director: Jamie S. Miller

Management

For

For

For

For

1I.

Election of Director: Irene B. Rosenfeld

Management

For

For

For

For

1J.

Election of Director: Kornelis (Neil) Smit

Management

For

For

For

For

1K.

Election of Director: Jean-Pascal Tricoire

Management

For

For

For

For

1L.

Election of Director: Anthony J. Vinciquerra

Management

For

For

For

For

2.

Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 25, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve the compensation of our Named Executive Officers.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,010

0

18-Feb-2022

18-Feb-2022

THE WALT DISNEY COMPANY

Security

254687106

Meeting Type

Annual

Ticker Symbol

DIS

Meeting Date

09-Mar-2022

ISIN

US2546871060

Agenda

935544317 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Susan E. Arnold

Management

For

For

For

For

1B.

Election of Director: Mary T. Barra

Management

Against

For

Against

For

Comments: F18   Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Safra A. Catz

Management

For

For

For

For

1D.

Election of Director: Amy L. Chang

Management

For

For

For

For

1E.

Election of Director: Robert A. Chapek

Management

For

For

For

For

1F.

Election of Director: Francis A. deSouza

Management

For

For

For

For

1G.

Election of Director: Michael B.G. Froman

Management

For

For

For

For

1H.

Election of Director: Maria Elena Lagomasino

Management

Against

For

Against

For

Comments: F18   Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: Calvin R. McDonald

Management

Against

For

Against

For

Comments: F18   Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director: Mark G. Parker

Management

Against

For

Against

For

Comments: F18   Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1K.

Election of Director: Derica W. Rice

Management

For

For

For

For

2.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Consideration of an advisory vote to approve executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal, if properly presented at the meeting, requesting an annual report disclosing information regarding lobbying policies and activities.

Shareholder

Against

Against

For

For

5.

Shareholder proposal, if properly presented at the meeting, requesting amendment of the Company's governing documents to lower the stock ownership threshold to call a special meeting of shareholders.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Shareholder proposal, if properly presented at the meeting, requesting a diligence report evaluating human rights impacts.

Shareholder

For

Against

Against

For

Comments: After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Shareholder proposal, if properly presented at the meeting, requesting a report on both median and adjusted pay gaps across race and gender.

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal is necessary and warranted in the Company. Pay disparities by gender in companies, in our view, could bring operational risks and reputational damage that is detrimental to shareholder value. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy guidelines, we recommend a vote FOR this Proposal.

8.

Shareholder proposal, if properly presented at the meeting, requesting a workplace non- discrimination audit and report.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity and to draw upon the skills, expertise and experience of its workforce. As such, we believe that the adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

391

0

24-Feb-2022

24-Feb-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,630

0

24-Feb-2022

24-Feb-2022

APPLIED MATERIALS, INC.

Security

038222105

Meeting Type

Annual

Ticker Symbol

AMAT

Meeting Date

10-Mar-2022

ISIN

US0382221051

Agenda

935544381 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Rani Borkar

Management

For

For

For

For

1B.

Election of Director: Judy Bruner

Management

For

For

For

For

1C.

Election of Director: Xun (Eric) Chen

Management

For

For

For

For

1D.

Election of Director: Aart J. de Geus

Management

For

For

For

For

1E.

Election of Director: Gary E. Dickerson

Management

For

For

For

For

1F.

Election of Director: Thomas J. Iannotti

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1G.

Election of Director: Alexander A. Karsner

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: Adrianna C. Ma

Management

For

For

For

For

1I.

Election of Director: Yvonne McGill

Management

For

For

For

For

1J.

Election of Director: Scott A. McGregor

Management

For

For

For

For

2.

Approval, on an advisory basis, of the compensation of Applied Materials' named executive officers for fiscal year 2021.

Management

For

For

For

For

3.

Ratification of the appointment of KPMG LLP as Applied Materials' independent registered public accounting firm for fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Shareholder proposal to improve the executive compensation program and policy, such as to include the CEO pay ratio factor and voices from employees.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

745

0

01-Mar-2022

01-Mar-2022

STARBUCKS CORPORATION

Security

855244109

Meeting Type

Annual

Ticker Symbol

SBUX

Meeting Date

16-Mar-2022

ISIN

US8552441094

Agenda

935545799 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Richard E. Allison, Jr.

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1B.

Election of Director: Andrew Campion

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1C.

Election of Director: Mary N. Dillon

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1D.

Election of Director: Isabel Ge Mahe

Management

For

For

For

For

1E.

Election of Director: Mellody Hobson

Management

For

For

For

For

1F.

Election of Director: Kevin R. Johnson

Management

For

For

For

For

1G.

Election of Director: Jørgen Vig Knudstorp

Management

For

For

For

For

1H.

Election of Director: Satya Nadella

Management

For

For

For

For

1I.

Election of Director: Joshua Cooper Ramo

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1J.

Election of Director: Clara Shih

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1K.

Election of Director: Javier G. Teruel

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

2.

Approve amended and restated 2005 Long- Term Equity Incentive Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approve, on an advisory, nonbinding basis,the compensation of our named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

Annual Reports Regarding the Prevention of Harassment and Discrimination in the Workplace.

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will reduce the posed significant legal, reputational, and financial risk to Apple and its shareholders brought by lack of transparency that affects freedom of expression or access to information. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,904

0

07-Mar-2022

07-Mar-2022

BROADCOM INC

Security

11135F101

Meeting Type

Annual

Ticker Symbol

AVGO

Meeting Date

04-Apr-2022

ISIN

US11135F1012

Agenda

935550740 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Diane M. Bryant

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Director: Gayla J. Delly

Management

For

For

For

For

1C.

Election of Director: Raul J. Fernandez

Management

For

For

For

For

1D.

Election of Director: Eddy W. Hartenstein

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director: Check Kian Low

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Justine F. Page

Management

For

For

For

For

1G.

Election of Director: Henry Samueli

Management

For

For

For

For

1H.

Election of Director: Hock E. Tan

Management

For

For

For

For

1I.

Election of Director: Harry L. You

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Ratification of the appointment of Pricewaterhouse- Coopers LLP as Broadcom's independent registered public accounting firm for the fiscal year ending October 30, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve compensation of Broadcom's named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

584

0

08-Mar-2022

08-Mar-2022

SYNOPSYS, INC.

Security

871607107

Meeting Type

Annual

Ticker Symbol

SNPS

Meeting Date

12-Apr-2022

ISIN

US8716071076

Agenda

935552845 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Aart J. de Geus

Management

Against

For

Against

For

Comments: F21        Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

1B.

Election of Director: Janice D. Chaffin

Management

For

For

For

For

1C.

Election of Director: Bruce R. Chizen

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: Mercedes Johnson

Management

For

For

For

For

1E.

Election of Director: Chrysostomos L. "Max" Nikias

Management

For

For

For

For

1F.

Election of Director: Jeannine P. Sargent

Management

For

For

For

For

1G.

Election of Director: John G. Schwarz

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: Roy Vallee

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

To approve our 2006 Employee Equity Incentive Plan, as amended, in order to, among other items, increase the number of shares available for issuance under the plan by 3,000,000 shares.

Management

For

For

For

For

3.

To approve our Employee Stock Purchase Plan, as amended, in order to, among other items, increase the number of shares available for issuance under the plan by 2,000,000 shares.

Management

For

For

For

For

4.

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement.

Management

For

For

For

For

5.

To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 29, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

6.

To vote on a stockholder proposal that permits stockholder action by written consent, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We have determined that it is a positive corporate governance measure to allow the stockholders to have the ability to take action by written consent, if such written consent or consents sets forth the action to be taken and is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the matter were present and voted. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

322

0

29-Mar-2022

29-Mar-2022

IQVIA HOLDINGS INC.

Security

46266C105

Meeting Type

Annual

Ticker Symbol

IQV

Meeting Date

12-Apr-2022

ISIN

US46266C1053

Agenda

935553710 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

John P. Connaughton

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2

John G. Danhakl

Withheld

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

3

James A. Fasano

For

For

For

For

4

Leslie Wims Morris

For

For

For

For

2.

Amendment to Certificate of Incorporation to declassify the Board of Directors over time and provide for the annual election of all directors.

Management

For

For

For

For

3.

Advisory (non-binding) vote to approve executive compensation (say-on-pay).

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

If properly presented, a shareholder proposal regarding majority voting in uncontested director elections.

Management

For

Against

Against

For

Comments: Generally, we support proposals calling for majority vote requirements. We believe that majority vote requirements in boardroom elections enhance director accountability to shareholders and director accountability is the hallmark of good governance. The board election process should ensure that shareholder expressions of dissatisfaction with the performance of directors have real consequences.  A majority-vote standard will transform the director election process from a symbolic gesture to a process that gives meaningful voice to shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

The ratification of the appointment of PricewaterhouseCoopers LLP as IQVIA Holdings Inc.'s independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

382

0

29-Mar-2022

29-Mar-2022

DUKE REALTY CORPORATION

Security

264411505

Meeting Type

Annual

Ticker Symbol

DRE

Meeting Date

14-Apr-2022

ISIN

US2644115055

Agenda

935553621 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: John P. Case

Management

For

For

For

For

1b.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: James B. Connor

Management

Against

For

Against

For

Comments: F22         Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1c.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: Tamara D. Fischer

Management

For

For

For

For

1d.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: Norman K. Jenkins

Management

For

For

For

For

1e.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: Kelly T. Killingsworth

Management

For

For

For

For

1f.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: Melanie R. Sabelhaus

Management

For

For

For

For

1g.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: Peter M. Scott, III

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1h.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: David P. Stockert

Management

For

For

For

For

1i.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: Chris T. Sultemeier

Management

For

For

For

For

1j.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: Warren M. Thompson

Management

For

For

For

For

1k.

Election of Director to serve for a one-year term ending at the 2023 Annual Meeting: Lynn C. Thurber

Management

For

For

For

For

2.

To vote on an advisory basis to approve the compensation of the Company's named executive officers as set forth in the proxy statement.

Management

For

For

For

For

3.

To ratify the reappointment of KPMG LLP as the Company's independent registered public accountants for the fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,176

0

15-Mar-2022

15-Mar-2022

ADOBE INC.

Security

00724F101

Meeting Type

Annual

Ticker Symbol

ADBE

Meeting Date

14-Apr-2022

ISIN

US00724F1012

Agenda

935553669 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director to serve for a one-year term: Amy Banse

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Director to serve for a one-year term: Brett Biggs

Management

For

For

For

For

1C.

Election of Director to serve for a one-year term: Melanie Boulden

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1D.

Election of Director to serve for a one-year term: Frank Calderoni

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director to serve for a one-year term: Laura Desmond

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director to serve for a one-year term: Shantanu Narayen

Management

For

For

For

For

1G.

Election of Director to serve for a one-year term: Spencer Neumann

Management

For

For

For

For

1H.

Election of Director to serve for a one-year term: Kathleen Oberg

Management

For

For

For

For

1I.

Election of Director to serve for a one-year term: Dheeraj Pandey

Management

For

For

For

For

1J.

Election of Director to serve for a one-year term: David Ricks

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1K.

Election of Director to serve for a one-year term: Daniel Rosensweig

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of Director to serve for a one-year term: John Warnock

Management

For

For

For

For

2.

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on December 2, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approve, on an advisory basis, the compensation of our named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

658

0

16-Mar-2022

16-Mar-2022

CARRIER GLOBAL CORPORATION

Security

14448C104

Meeting Type

Annual

Ticker Symbol

CARR

Meeting Date

14-Apr-2022

ISIN

US14448C1045

Agenda

935554027 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Jean-Pierre Garnier

Management

For

For

For

For

1B.

Election of Director: David Gitlin

Management

For

For

For

For

1C.

Election of Director: John J. Greisch

Management

For

For

For

For

1D.

Election of Director: Charles M. Holley, Jr.

Management

For

For

For

For

1E.

Election of Director: Michael M. McNamara

Management

For

For

For

For

1F.

Election of Director: Michael A. Todman

Management

For

For

For

For

1G.

Election of Director: Virginia M. Wilson

Management

For

For

For

For

1H.

Election of Director: Beth A. Wozniak

Management

For

For

For

For

2.

Advisory Vote to Approve Named Executive Officer Compensation.

Management

For

For

For

For

3.

Ratify Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2022.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,281

0

17-Mar-2022

17-Mar-2022

DOW INC.

Security

260557103

Meeting Type

Annual

Ticker Symbol

DOW

Meeting Date

14-Apr-2022

ISIN

US2605571031

Agenda

935554736 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Samuel R. Allen

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Director: Gaurdie Banister Jr.

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Wesley G. Bush

Management

For

For

For

For

1D.

Election of Director: Richard K. Davis

Management

For

For

For

For

1E.

Election of Director: Jerri DeVard

Management

For

For

For

For

1F.

Election of Director: Debra L. Dial

Management

For

For

For

For

1G.

Election of Director: Jeff M. Fettig

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Jim Fitterling

Management

For

For

For

For

1I.

Election of Director: Jacqueline C. Hinman

Management

For

For

For

For

1J.

Election of Director: Luis Alberto Moreno

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1K.

Election of Director: Jill S. Wyant

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1L.

Election of Director: Daniel W. Yohannes

Management

For

For

For

For

2.

Advisory Resolution to Approve Executive Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Stockholder Proposal - Independent Board Chairman.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,171

0

30-Mar-2022

30-Mar-2022

U.S. BANCORP

Security

902973304

Meeting Type

Annual

Ticker Symbol

USB

Meeting Date

19-Apr-2022

ISIN

US9029733048

Agenda

935556083 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Warner L. Baxter

Management

For

For

For

For

1B.

Election of Director: Dorothy J. Bridges

Management

For

For

For

For

1C.

Election of Director: Elizabeth L. Buse

Management

For

For

For

For

1D.

Election of Director: Andrew Cecere

Management

For

For

For

For

1E.

Election of Director: Kimberly N. Ellison- Taylor

Management

For

For

For

For

1F.

Election of Director: Kimberly J. Harris

Management

For

For

For

For

1G.

Election of Director: Roland A. Hernandez

Management

For

For

For

For

1H.

Election of Director: Olivia F. Kirtley

Management

For

For

For

For

1I.

Election of Director: Richard P. McKenney

Management

For

For

For

For

1J.

Election of Director: Yusuf I. Mehdi

Management

For

For

For

For

1K.

Election of Director: John P. Wiehoff

Management

For

For

For

For

1L.

Election of Director: Scott W. Wine

Management

For

For

For

For

2.

The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2022 fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

An advisory vote to approve the compensation of our executives disclosed in the proxy statement.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,121

0

23-Mar-2022

23-Mar-2022

EOG RESOURCES, INC.

Security

26875P101

Meeting Type

Annual

Ticker Symbol

EOG

Meeting Date

20-Apr-2022

ISIN

US26875P1012

Agenda

935557011 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director to serve until 2023: Janet F. Clark

Management

For

For

For

For

1B.

Election of Director to serve until 2023: Charles R. Crisp

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1C.

Election of Director to serve until 2023: Robert P. Daniels

Management

For

For

For

For

1D.

Election of Director to serve until 2023: James C. Day

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director to serve until 2023: C. Christopher Gaut

Management

For

For

For

For

1F.

Election of Director to serve until 2023: Michael T. Kerr

Management

For

For

For

For

1G.

Election of Director to serve until 2023: Julie J. Robertson

Management

For

For

For

For

1H.

Election of Director to serve until 2023: Donald F. Textor

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director to serve until 2023: William R. Thomas

Management

For

For

For

For

1J.

Election of Director to serve until 2023: Ezra Y. Yacob

Management

For

For

For

For

2.

To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as auditors for the Company for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve, by non-binding vote, the compensation of the Company's named executive officers.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,713

0

22-Mar-2022

22-Mar-2022

REGIONS FINANCIAL CORPORATION

Security

7591EP100

Meeting Type

Annual

Ticker Symbol

RF

Meeting Date

20-Apr-2022

ISIN

US7591EP1005

Agenda

935557871 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Samuel A. Di Piazza, Jr.

Management

For

For

For

For

1B.

Election of Director: Zhanna Golodryga

Management

For

For

For

For

1C.

Election of Director: John D. Johns

Management

For

For

For

For

1D.

Election of Director: Joia M. Johnson

Management

For

For

For

For

1E.

Election of Director: Ruth Ann Marshall

Management

For

For

For

For

1F.

Election of Director: Charles D. McCrary

Management

For

For

For

For

1G.

Election of Director: James T. Prokopanko

Management

For

For

For

For

1H.

Election of Director: Lee J. Styslinger III

Management

Against

For

Against

For

Comments: F6 Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: José S. Suquet

Management

For

For

For

For

1J.

Election of Director: John M. Turner, Jr.

Management

For

For

For

For

1K.

Election of Director: Timothy Vines

Management

For

For

For

For

2.

Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote on Executive Compensation.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

9,197

0

16-Mar-2022

16-Mar-2022

SVB FINANCIAL GROUP

Security

78486Q101

Meeting Type

Annual

Ticker Symbol

SIVB

Meeting Date

21-Apr-2022

ISIN

US78486Q1013

Agenda

935556944 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Greg Becker

For

For

For

For

2

Eric Benhamou

Withheld

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

3

Elizabeth "Busy" Burr

For

For

For

For

4

Richard Daniels

For

For

For

For

5

Alison Davis

For

For

For

For

6

Joel Friedman

Withheld

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

7

Jeffrey Maggioncalda

Withheld

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

8

Beverly Kay Matthews

Withheld

For

Against

For

Comments: F3           Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised.

9

Mary Miller

For

For

For

For

10

Kate Mitchell

For

For

For

For

11

Garen Staglin

Withheld

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

To approve, on an advisory basis, our executive compensation ("Say on Pay").

Management

For

For

For

For

3.

To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal requesting that the Board of Directors oversee a racial equity audit.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

133

0

30-Mar-2022

30-Mar-2022

HUMANA INC.

Security

444859102

Meeting Type

Annual

Ticker Symbol

HUM

Meeting Date

21-Apr-2022

ISIN

US4448591028

Agenda

935557857 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A)

Election of Director: Raquel C. Bono, M.D.

Management

For

For

For

For

1B)

Election of Director: Bruce D. Broussard

Management

For

For

For

For

1C)

Election of Director: Frank A. D'Amelio

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D)

Election of Director: David T. Feinberg, M.D.

Management

For

For

For

For

1E)

Election of Director: Wayne A. I. Frederick, M.D.

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F)

Election of Director: John W. Garratt

Management

For

For

For

For

1G)

Election of Director: Kurt J. Hilzinger

Management

Against

For

Against

For

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1H)

Election of Director: David A. Jones, Jr.

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I)

Election of Director: Karen W. Katz

Management

For

For

For

For

1J)

Election of Director: Marcy S. Klevorn

Management

For

For

For

For

1K)

Election of Director: William J. McDonald

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L)

Election of Director: Jorge S. Mesquita

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1M)

Election of Director: James J. O'Brien

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2)

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3)

Non-binding advisory vote for the approval of the compensation of the named executive officers as disclosed in the 2022 proxy statement.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

103

0

23-Mar-2022

23-Mar-2022

NEWMONT CORPORATION

Security

651639106

Meeting Type

Annual

Ticker Symbol

NEM

Meeting Date

21-Apr-2022

ISIN

US6516391066

Agenda

935558051 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Patrick Awuah. (Please note that an Against vote is treated as a Withhold)

Management

For

For

For

For

1B.

Election of Director: Gregory Boyce. (Please note that an Against vote is treated as a Withhold)

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Bruce Brook. (Please note that an Against vote is treated as a Withhold)

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: Maura Clark. (Please note that an Against vote is treated as a Withhold)

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director: Emma FitzGerald. (Please note that an Against vote is treated as a Withhold)

Management

For

For

For

For

1F.

Election of Director: Mary Laschinger. (Please note that an Against vote is treated as a Withhold)

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director: José Manuel Madero. (Please note that an Against vote is treated as a Withhold)

Management

For

For

For

For

1H.

Election of Director: René Médori. (Please note that an Against vote is treated as a Withhold)

Management

For

For

For

For

1I.

Election of Director: Jane Nelson. (Please note that an Against vote is treated as a Withhold)

Management

For

For

For

For

1J.

Election of Director: Thomas Palmer. (Please note that an Against vote is treated as a Withhold)

Management

For

For

For

For

1K.

Election of Director: Julio Quintana. (Please note that an Against vote is treated as a Withhold)

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1L.

Election of Director: Susan Story. (Please note that an Against vote is treated as a Withhold)

Management

For

For

For

For

2.

Approve, on an Advisory Basis, Named Executive Officer Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratify Appointment of Independent Registered Public Accounting Firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

724

0

23-Mar-2022

23-Mar-2022

HCA HEALTHCARE, INC.

Security

40412C101

Meeting Type

Annual

Ticker Symbol

HCA

Meeting Date

21-Apr-2022

ISIN

US40412C1018

Agenda

935561236 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Thomas F. Frist III

Management

Against

For

Against

For

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1B.

Election of Director: Samuel N. Hazen

Management

For

For

For

For

1C.

Election of Director: Meg G. Crofton

Management

For

For

For

For

1D.

Election of Director: Robert J. Dennis

Management

For

For

For

For

1E.

Election of Director: Nancy-Ann DeParle

Management

For

For

For

For

1F.

Election of Director: William R. Frist

Management

For

For

For

For

1G.

Election of Director: Charles O. Holliday, Jr.

Management

For

For

For

For

1H.

Election of Director: Hugh F. Johnston

Management

For

For

For

For

1I.

Election of Director: Michael W. Michelson

Management

For

For

For

For

1J.

Election of Director: Wayne J. Riley, M.D.

Management

For

For

For

For

1K.

Election of Director: Andrea B. Smith

Management

For

For

For

For

2.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve named executive officer compensation.

Management

For

For

For

For

4.

Stockholder proposal, if properly presented at the meeting, regarding political spending disclosure.

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

5.

Stockholder proposal, if properly presented at the meeting, regarding lobbying disclosure.

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

578

0

30-Mar-2022

30-Mar-2022

L3HARRIS TECHNOLOGIES INC.

Security

502431109

Meeting Type

Annual

Ticker Symbol

LHX

Meeting Date

22-Apr-2022

ISIN

US5024311095

Agenda

935559661 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director for a Term Expiring at 2023: Sallie B. Bailey

Management

For

For

For

For

1B.

Election of Director for a Term Expiring at 2023: William M. Brown

Management

For

For

For

For

1C.

Election of Director for a Term Expiring at 2023: Peter W. Chiarelli

Management

For

For

For

For

1D.

Election of Director for a Term Expiring at 2023: Thomas A. Corcoran

Management

For

For

For

For

1E.

Election of Director for a Term Expiring at 2023: Thomas A. Dattilo

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director for a Term Expiring at 2023: Roger B. Fradin

Management

For

For

For

For

1G.

Election of Director for a Term Expiring at 2023: Harry B. Harris Jr.

Management

For

For

For

For

1H.

Election of Director for a Term Expiring at 2023: Lewis Hay III

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director for a Term Expiring at 2023: Lewis Kramer

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director for a Term Expiring at 2023: Christopher E. Kubasik

Management

For

For

For

For

1K.

Election of Director for a Term Expiring at 2023: Rita S. Lane

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1L.

Election of Director for a Term Expiring at 2023: Robert B. Millard

Management

For

For

For

For

1M.

Election of Director for a Term Expiring at 2023: Lloyd W. Newton

Management

For

For

For

For

2.

To amend Our Restated Certificate of Incorporation to increase the maximum number of Board seats

Management

For

For

For

For

3.

Approval, in an Advisory Vote, of the Compensation of Named Executive Officers as Disclosed in the Proxy Statement

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2022

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

658

0

05-Apr-2022

05-Apr-2022

FASTENAL COMPANY

Security

311900104

Meeting Type

Annual

Ticker Symbol

FAST

Meeting Date

23-Apr-2022

ISIN

US3119001044

Agenda

935558619 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Scott A. Satterlee

Management

Against

For

Against

For

Comments: F6    Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1B.

Election of Director: Michael J. Ancius

Management

Against

For

Against

For

Comments: F6    Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1C.

Election of Director: Stephen L. Eastman

Management

For

For

For

For

1D.

Election of Director: Daniel L. Florness

Management

For

For

For

For

1E.

Election of Director: Rita J. Heise

Management

For

For

For

For

1F.

Election of Director: Hsenghung Sam Hsu

Management

For

For

For

For

1G.

Election of Director: Daniel L. Johnson

Management

For

For

For

For

1H.

Election of Director: Nicholas J. Lundquist

Management

For

For

For

For

1I.

Election of Director: Sarah N. Nielsen

Management

For

For

For

For

1J.

Election of Director: Reyne K. Wisecup

Management

For

For

For

For

2.

Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the 2022 fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval, by non-binding vote, of executive compensation.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

6,735

0

28-Mar-2022

28-Mar-2022

HONEYWELL INTERNATIONAL INC.

Security

438516106

Meeting Type

Annual

Ticker Symbol

HON

Meeting Date

25-Apr-2022

ISIN

US4385161066

Agenda

935559510 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Darius Adamczyk

Management

Against

For

Against

For

Comments: F21  Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

1B.

Election of Director: Duncan B. Angove

Management

Against

For

Against

For

Comments: F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: William S. Ayer

Management

Against

For

Against

For

Comments: F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1D.

Election of Director: Kevin Burke

Management

Against

For

Against

For

Comments: F6    Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: D. Scott Davis

Management

Against

For

Against

For

Comments: F6    Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Deborah Flint

Management

For

For

For

For

1G.

Election of Director: Rose Lee

Management

For

For

For

For

1H.

Election of Director: Grace D. Lieblein

Management

Against

For

Against

For

Comments: F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: George Paz

Management

Against

For

Against

For

Comments: F6    Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director: Robin L. Washington

Management

For

For

For

For

2.

Advisory Vote to Approve Executive Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval of Appointment of Independent Accountants.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareowner Proposal - Special Shareholder Meeting Improvement.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Shareowner Proposal - Climate Lobbying Report.

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Shareowner Proposal - Environmental and Social Due Diligence.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

966

0

11-Apr-2022

11-Apr-2022

RAYTHEON TECHNOLOGIES

Security

75513E101

Meeting Type

Annual

Ticker Symbol

RTX

Meeting Date

25-Apr-2022

ISIN

US75513E1010

Agenda

935559673 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Tracy A. Atkinson

Management

For

For

For

For

1B.

Election of Director: Bernard A.Harris,Jr.

Management

For

For

For

For

1C.

Election of Director: Gregory J. Hayes

Management

For

For

For

For

1D.

Election of Director: George R. Oliver

Management

For

For

For

For

1E.

Election of Director: Robert K. (Kelly) Ortberg

Management

For

For

For

For

1F.

Election of Director: Margaret L. O'Sullivan

Management

For

For

For

For

1G.

Election of Director: Dinesh C. Paliwal

Management

For

For

For

For

1H.

Election of Director: Ellen M. Pawlikowski

Management

For

For

For

For

1I.

Election of Director: Denise L. Ramos

Management

For

For

For

For

1J.

Election of Director: Fredric G. Reynolds

Management

For

For

For

For

1K.

Election of Director: Brian C. Rogers

Management

For

For

For

For

1L.

Election of Director: James A. Winnefeld, Jr.

Management

For

For

For

For

1M.

Election of Director: Robert O. Work

Management

For

For

For

For

2.

Advisory Vote to Approve Executive Compensation

Management

For

For

For

For

3.

Appoint PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2022

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approve an Amendment to the Restated Certificate of Incorporation to Reduce the Voting Threshold Required to Repeal Article Ninth

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,055

0

31-Mar-2022

31-Mar-2022

CHARTER COMMUNICATIONS, INC.

Security

16119P108

Meeting Type

Annual

Ticker Symbol

CHTR

Meeting Date

26-Apr-2022

ISIN

US16119P1084

Agenda

935556300 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: W. Lance Conn

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Director: Kim C. Goodman

Management

For

For

For

For

1C.

Election of Director: Craig A. Jacobson

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: Gregory B. Maffei

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director: John D. Markley, Jr.

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director: David C. Merritt

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1G.

Election of Director: James E. Meyer

Management

For

For

For

For

1H.

Election of Director: Steven A. Miron

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: Balan Nair

Management

For

For

For

For

1J.

Election of Director: Michael A. Newhouse

Management

For

For

For

For

1K.

Election of Director: Mauricio Ramos

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1L.

Election of Director: Thomas M. Rutledge

Management

Against

For

Against

For

Comments: F21       Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability. F22       Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention

Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1M.

Election of Director: Eric L. Zinterhofer

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ended December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Stockholder proposal regarding lobbying activities.

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

4.

Stockholder proposal regarding Chairman of the Board and CEO roles.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Stockholder proposal regarding political and electioneering expenditure congruency report.

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Stockholder proposal regarding disclosure of greenhouse gas emissions.

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Stockholder proposal regarding EEO-1 reports.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

8.

Stockholder proposal regarding diversity, equity and inclusion reports.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

157

0

13-Apr-2022

13-Apr-2022

WELLS FARGO & COMPANY

Security

949746101

Meeting Type

Annual

Ticker Symbol

WFC

Meeting Date

26-Apr-2022

ISIN

US9497461015

Agenda

935558594 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Steven D. Black

Management

For

For

For

For

1B.

Election of Director: Mark A. Chancy

Management

For

For

For

For

1C.

Election of Director: Celeste A. Clark

Management

For

For

For

For

1D.

Election of Director: Theodore F. Craver, Jr.

Management

For

For

For

For

1E.

Election of Director: Richard K. Davis

Management

For

For

For

For

1F.

Election of Director: Wayne M. Hewett

Management

For

For

For

For

1G.

Election of Director: CeCelia ("CeCe") G. Morken

Management

For

For

For

For

1H.

Election of Director: Maria R. Morris

Management

For

For

For

For

1I.

Election of Director: Felicia F. Norwood

Management

For

For

For

For

1J.

Election of Director: Richard B. Payne, Jr.

Management

For

For

For

For

1K.

Election of Director: Juan A. Pujadas

Management

For

For

For

For

1L.

Election of Director: Ronald L. Sargent

Management

For

For

For

For

1M.

Election of Director: Charles W. Scharf

Management

For

For

For

For

1N.

Election of Director: Suzanne M. Vautrinot

Management

For

For

For

For

2.

Advisory resolution to approve executive compensation (Say on Pay).

Management

For

For

For

For

3.

Approve the Company's 2022 Long-Term Incentive Plan.

Management

For

For

For

For

4.

Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

Shareholder Proposal - Policy for Management Pay Clawback Authorization.

Shareholder

Against

Against

For

For

Comments: The determination as to whether clawback policies are satisfactory should be made by the Company in a manner consistent with its disclosure policies and procedures. While the SEC has yet to announce specific rules implementing the clawback provisions of the Dodd-Frank Act, we believe that the current mandates of the Company's clawback policies are sufficient and appropriate. Until a broader disclosure requirement applicable to all public companies is approved by the SEC, it is suitable for the Company to defer the decision on revising its existing clawback policies. Given the preceding details, we believe that the Company's existing policy strikes an appropriate balance and establishes appropriate standards for recoupment of incentive compensation while providing sufficient detail to appropriately inform and motivate employees. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Shareholder Proposal - Report on Incentive-Based Compensation and Risks of Material Losses.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal is necessary and is in the best long-term interest of the Company and its shareholders. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Shareholder Proposal - Racial and Gender Board Diversity Report.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that the proposal would encourage good governance and enhance shareholder value by bringing together a diverse range of skills and experience necessary in building a constructive and challenging board. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

Shareholder Proposal - Report on Respecting Indigenous Peoples' Rights.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. Accordingly, we recommend a vote FOR this Proposal.

9.

Shareholder Proposal - Climate Change Policy.

Shareholder

Against

Against

For

For

Comments: We believe that the policy change requested by the proposal is unnecessary and would restrict the company's ability to implement its own climate strategy. As such, we recommend a vote AGAINST this Proposal.

10.

Shareholder Proposal - Conduct a Racial Equity Audit.

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will allow the Company to protect the Company's brand value and reputation on diversity issues. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

11.

Shareholder Proposal - Charitable Donations Disclosure.

Shareholder

Against

Against

For

For

Comments: We believe that the proposal is not necessary and is not in the best long-term interest of the Company and its shareholders. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

4,113

0

13-Apr-2022

13-Apr-2022

CENTENE CORPORATION

Security

15135B101

Meeting Type

Annual

Ticker Symbol

CNC

Meeting Date

26-Apr-2022

ISIN

US15135B1017

Agenda

935559863 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Orlando Ayala

Management

For

For

For

For

1B.

Election of Director: Kenneth A. Burdick

Management

For

For

For

For

1C.

Election of Director: H. James Dallas

Management

For

For

For

For

1D.

Election of Director: Sarah M. London

Management

For

For

For

For

1E.

Election of Director: Theodore R. Samuels

Management

For

For

For

For

2.

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

For

For

3.

RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Some Concerns and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.

Management

For

For

For

For

5.

BOARD PROPOSAL REGARDING STOCKHOLDER RIGHT TO CALL FOR A SPECIAL STOCKHOLDER MEETING.

Management

Against

For

Against

For

Comments: We do not believe it is appropriate to enable only holders of at least 25% or more of the common stock to have an ability to call a special meeting. We believe that it is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

STOCKHOLDER PROPOSAL TO ALLOW FOR THE SHAREHOLDER RIGHT TO CALL FOR A SPECIAL SHAREHOLDER MEETING.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

598

0

04-Apr-2022

04-Apr-2022

BANK OF AMERICA CORPORATION

Security

060505104

Meeting Type

Annual

Ticker Symbol

BAC

Meeting Date

26-Apr-2022

ISIN

US0605051046

Agenda

935560335 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Sharon L. Allen

Management

For

For

For

For

1B.

Election of Director: Frank P. Bramble, Sr.

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1C.

Election of Director: Pierre J.P. de Weck

Management

For

For

For

For

1D.

Election of Director: Arnold W. Donald

Management

For

For

For

For

1E.

Election of Director: Linda P. Hudson

Management

For

For

For

For

1F.

Election of Director: Monica C. Lozano

Management

For

For

For

For

1G.

Election of Director: Brian T. Moynihan

Management

For

For

For

For

1H.

Election of Director: Lionel L. Nowell III

Management

For

For

For

For

1I.

Election of Director: Denise L. Ramos

Management

For

For

For

For

1J.

Election of Director: Clayton S. Rose

Management

For

For

For

For

1K.

Election of Director: Michael D. White

Management

For

For

For

For

1L.

Election of Director: Thomas D. Woods

Management

For

For

For

For

1M.

Election of Director: R. David Yost

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1N.

Election of Director: Maria T. Zuber

Management

For

For

For

For

2.

Approving our executive compensation (an advisory, nonbinding "Say on Pay" resolution)

Management

For

For

For

For

3.

Ratifying the appointment of our independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Ratifying the Delaware Exclusive Forum Provision in our Bylaws.

Management

For

For

For

For

5.

Shareholder proposal requesting a civil rights and nondiscrimination audit.

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will allow the Company to protect the Company's brand value and reputation on diversity issues. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

6.

Shareholder proposal requesting adoption of policy to cease financing new fossil fuel supplies.

Shareholder

Against

Against

For

For

Comments: We believe that the policy change requested by the proposal is unnecessary and would restrict the company's ability to implement its own climate strategy. As such, we recommend a vote AGAINST this Proposal.

7.

Shareholder proposal requesting a report on charitable donations.

Shareholder

Against

Against

For

For

Comments: We believe that the proposal is not necessary and is not in the best long-term interest of the Company and its shareholders. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

58

0

11-Apr-2022

11-Apr-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

9,500

0

11-Apr-2022

11-Apr-2022

TRUIST FINANCIAL CORPORATION

Security

89832Q109

Meeting Type

Annual

Ticker Symbol

TFC

Meeting Date

26-Apr-2022

ISIN

US89832Q1094

Agenda

935561995 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director for one year term expiring at 2023: Jennifer S. Banner

Management

For

For

For

For

1B.

Election of Director for one year term expiring at 2023: K. David Boyer, Jr.

Management

For

For

For

For

1C.

Election of Director for one year term expiring at 2023: Agnes Bundy Scanlan

Management

For

For

For

For

1D.

Election of Director for one year term expiring at 2023: Anna R. Cablik

Management

For

For

For

For

1E.

Election of Director for one year term expiring at 2023: Dallas S. Clement

Management

For

For

For

For

1F.

Election of Director for one year term expiring at 2023: Paul D. Donahue

Management

For

For

For

For

1G.

Election of Director for one year term expiring at 2023: Patrick C. Graney III

Management

For

For

For

For

1H.

Election of Director for one year term expiring at 2023: Linnie M. Haynesworth

Management

For

For

For

For

1I.

Election of Director for one year term expiring at 2023: Kelly S. King

Management

For

For

For

For

1J.

Election of Director for one year term expiring at 2023: Easter A. Maynard

Management

For

For

For

For

1K.

Election of Director for one year term expiring at 2023: Donna S. Morea

Management

For

For

For

For

1L.

Election of Director for one year term expiring at 2023: Charles A. Patton

Management

For

For

For

For

1M.

Election of Director for one year term expiring at 2023: Nido R. Qubein

Management

For

For

For

For

1N.

Election of Director for one year term expiring at 2023: David M. Ratcliffe

Management

For

For

For

For

1O.

Election of Director for one year term expiring at 2023: William H. Rogers, Jr.

Management

For

For

For

For

1P.

Election of Director for one year term expiring at 2023: Frank P. Scruggs, Jr.

Management

For

For

For

For

1Q.

Election of Director for one year term expiring at 2023: Christine Sears

Management

For

For

For

For

1R.

Election of Director for one year term expiring at 2023: Thomas E. Skains

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1S.

Election of Director for one year term expiring at 2023: Bruce L. Tanner

Management

For

For

For

For

1T.

Election of Director for one year term expiring at 2023: Thomas N. Thompson

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1U.

Election of Director for one year term expiring at 2023: Steven C. Voorhees

Management

For

For

For

For

2.

Ratification of the appointment of PricewaterhouseCoopers LLP as Truist's independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve Truist's executive compensation program.

Management

For

For

For

For

4.

To approve the Truist Financial Corporation 2022 Incentive Plan.

Management

For

For

For

For

5.

To approve the Truist Financial Corporation 2022 Employee Stock Purchase Plan.

Management

For

For

For

For

6.

Shareholder proposal regarding an independent Chairman of the Board of Directors, if properly presented at the Annual Meeting.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,334

0

04-Apr-2022

04-Apr-2022

THE COCA-COLA COMPANY

Security

191216100

Meeting Type

Annual

Ticker Symbol

KO

Meeting Date

26-Apr-2022

ISIN

US1912161007

Agenda

935562086 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Herb Allen

Management

For

For

For

For

1B.

Election of Director: Marc Bolland

Management

For

For

For

For

1C.

Election of Director: Ana Botín

Management

For

For

For

For

1D.

Election of Director: Christopher C. Davis

Management

For

For

For

For

1E.

Election of Director: Barry Diller

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director: Helene D. Gayle

Management

For

For

For

For

1G.

Election of Director: Alexis M. Herman

Management

For

For

For

For

1H.

Election of Director: Maria Elena Lagomasino

Management

For

For

For

For

1I.

Election of Director: James Quincey

Management

For

For

For

For

1J.

Election of Director: Caroline J. Tsay

Management

For

For

For

For

1K.

Election of Director: David B. Weinberg

Management

For

For

For

For

2.

Advisory vote to approve executive compensation

Management

For

For

For

For

3.

Ratification of the appointment of Ernst & Young LLP as Independent Auditors of the Company to serve for the 2022 fiscal year

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareowner proposal regarding an external public health impact disclosure

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

5.

Shareowner proposal regarding a global transparency report

Shareholder

Against

Against

For

For

Comments: We believe that the proposal is not necessary and is not in the best long-term interest of the Company and its shareholders. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Shareowner proposal regarding an independent Board Chair policy

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,186

0

07-Apr-2022

07-Apr-2022

CITIGROUP INC.

Security

172967424

Meeting Type

Annual

Ticker Symbol

C

Meeting Date

26-Apr-2022

ISIN

US1729674242

Agenda

935563177 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Ellen M. Costello

Management

For

For

For

For

1b.

Election of Director: Grace E. Dailey

Management

For

For

For

For

1c.

Election of Director: Barbara J. Desoer

Management

For

For

For

For

1d.

Election of Director: John C. Dugan

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1e.

Election of Director: Jane N. Fraser

Management

For

For

For

For

1f.

Election of Director: Duncan P. Hennes

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1g.

Election of Director: Peter B. Henry

Management

For

For

For

For

1h.

Election of Director: S. Leslie Ireland

Management

For

For

For

For

1i.

Election of Director: Renée J. James

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1j.

Election of Director: Gary M. Reiner

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1k.

Election of Director: Diana L. Taylor

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1l.

Election of Director: James S. Turley

Management

For

For

For

For

2.

Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accountants for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve our 2021 Executive Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of additional shares for the Citigroup 2019 Stock Incentive Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

5.

Stockholder proposal requesting a Management Pay Clawback policy.

Shareholder

Against

Against

For

For

Comments: The determination as to whether clawback policies are satisfactory should be made by the Company in a manner consistent with its disclosure policies and procedures. We believe that the Company's existing policy strikes an appropriate balance and establishes appropriate standards for recoupment of incentive compensation while providing sufficient detail to appropriately inform and motivate employees. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Stockholder proposal requesting an Independent Board Chairman.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Stockholder Proposal requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. Accordingly, we recommend a vote FOR this Proposal.

8.

Stockholder Proposal requesting that the Board adopt a policy to end new fossil fuel financing.

Shareholder

Against

Against

For

For

Comments: However, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. We recommend a vote AGAINST this Proposal.

9.

Stockholder proposal requesting a non- discrimination audit analyzing the Company's impacts on civil rights and non- discrimination for all Americans.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

81

0

14-Apr-2022

14-Apr-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

2,800

0

14-Apr-2022

14-Apr-2022

DOMINO'S PIZZA, INC.

Security

25754A201

Meeting Type

Annual

Ticker Symbol

DPZ

Meeting Date

26-Apr-2022

ISIN

US25754A2015

Agenda

935563242 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

David A. Brandon

Withheld

For

Against

For

Comments: F3        Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised. F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

2

C. Andrew Ballard

For

For

For

For

3

Andrew B. Balson

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

4

Corie S. Barry

For

For

For

For

5

Diana F. Cantor

For

For

For

For

6

Richard L. Federico

For

For

For

For

7

James A. Goldman

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

8

Patricia E. Lopez

For

For

For

For

9

Russell J. Weiner

For

For

For

For

2.

Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2022 fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve the compensation of the named executive officers of the Company.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

104

0

24-Mar-2022

24-Mar-2022

KIMBERLY-CLARK CORPORATION

Security

494368103

Meeting Type

Annual

Ticker Symbol

KMB

Meeting Date

27-Apr-2022

ISIN

US4943681035

Agenda

935557249 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director for a term expire at 2023 Annual Meeting: Sylvia M. Burwell

Management

For

For

For

For

1B.

Election of Director for a term expire at 2023 Annual Meeting: John W. Culver

Management

For

For

For

For

1C.

Election of Director for a term expire at 2023 Annual Meeting: Robert W. Decherd

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director for a term expire at 2023 Annual Meeting: Michael D. Hsu

Management

For

For

For

For

1E.

Election of Director for a term expire at 2023 Annual Meeting: Mae C. Jemison, M.D.

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director for a term expire at 2023 Annual Meeting: S. Todd Maclin

Management

For

For

For

For

1G.

Election of Director for a term expire at 2023 Annual Meeting: Deirdre A. Mahlan

Management

For

For

For

For

1H.

Election of Director for a term expire at 2023 Annual Meeting: Sherilyn S. McCoy

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director for a term expire at 2023 Annual Meeting: Christa S. Quarles

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director for a term expire at 2023 Annual Meeting: Jaime A. Ramirez

Management

For

For

For

For

1K.

Election of Director for a term expire at 2023 Annual Meeting: Dunia A. Shive

Management

For

For

For

For

1L.

Election of Director for a term expire at 2023 Annual Meeting: Mark T. Smucker

Management

For

For

For

For

1M.

Election of Director for a term expire at 2023 Annual Meeting: Michael D. White

Management

For

For

For

For

2.

Ratification of Auditor

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote to Approve Named Executive Officer Compensation

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,524

0

07-Apr-2022

07-Apr-2022

CIGNA CORPORATION

Security

125523100

Meeting Type

Annual

Ticker Symbol

CI

Meeting Date

27-Apr-2022

ISIN

US1255231003

Agenda

935562911 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: David M. Cordani

Management

Against

For

Against

For

Comments: F21        Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

1B.

Election of Director: William J. DeLaney

Management

For

For

For

For

1C.

Election of Director: Eric J. Foss

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1D.

Election of Director: Elder Granger, MD, MG, USA (Retired)

Management

For

For

For

For

1E.

Election of Director: Neesha Hathi

Management

For

For

For

For

1F.

Election of Director: George Kurian

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director: Kathleen M. Mazzarella

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Mark B. McClellan, MD, PhD

Management

For

For

For

For

1I.

Election of Director: Kimberly A. Ross

Management

For

For

For

For

1J.

Election of Director: Eric C. Wiseman

Management

For

For

For

For

1K.

Election of Director: Donna F. Zarcone

Management

For

For

For

For

2.

Advisory approval of Cigna's executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of the appointment of PricewaterhouseCoopers LLP as Cigna's independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal - Special shareholder meeting improvement.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Shareholder proposal - Gender pay gap report.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity and to draw upon the skills, expertise and experience of its workforce. Pay disparities by gender in companies, in our view, could bring operational risks and reputational damage that is detrimental to shareholder value. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders. In accordance with Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal

6.

Shareholder proposal - Political contributions report.

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

510

0

13-Apr-2022

13-Apr-2022

MARATHON PETROLEUM CORPORATION

Security

56585A102

Meeting Type

Annual

Ticker Symbol

MPC

Meeting Date

27-Apr-2022

ISIN

US56585A1025

Agenda

935563230 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Class II Directors: Evan Bayh

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1B.

Election of Class II Directors: Charles E. Bunch

Management

For

For

For

For

1C.

Election of Class II Directors: Edward G. Galante

Management

For

For

For

For

1D.

Election of Class II Directors: Kim K.W. Rucker

Management

For

For

For

For

2.

Ratification of the selection of PriceWaterhouseCoopers LLP as the company's independent auditor for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval, on an advisory basis, of the company's named executive officer compensation.

Management

For

For

For

For

4.

Approval of an amendment to the company's Restated Certificate of Incorporation to declassify the Board of Directors.

Management

For

For

For

For

5.

Approval of an amendment to the company's Restated Certificate of Incorporation to eliminate the supermajority provisions.

Management

For

For

For

For

6.

Approval of an amendment to the company's Restated Certificate of Incorporation to amend the exclusive forum provision.

Management

For

For

For

For

7.

Shareholder proposal seeking alternative right to call a special meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

Shareholder proposal seeking an amendment to the company's existing clawback provisions.

Shareholder

Against

Against

For

For

Comments: The determination as to whether clawback policies are satisfactory should be made by the Company in a manner consistent with its disclosure policies and procedures. We believe that the Company's existing policy strikes an appropriate balance and establishes appropriate standards for recoupment of incentive compensation while providing sufficient detail to appropriately inform and motivate employees. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

9.

Shareholder proposal seeking a report on just transition.

Shareholder

For

Against

Against

For

Comments: We believe that improved transparency and accountability will enhance the Company's commitment to long-term sustainability. In accordance with Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,338

0

18-Apr-2022

18-Apr-2022

NRG ENERGY, INC.

Security

629377508

Meeting Type

Annual

Ticker Symbol

NRG

Meeting Date

28-Apr-2022

ISIN

US6293775085

Agenda

935560006 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: E. Spencer Abraham

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Director: Antonio Carrillo

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Matthew Carter, Jr.

Management

For

For

For

For

1D.

Election of Director: Lawrence S. Coben

Management

For

For

For

For

1E.

Election of Director: Heather Cox

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Elisabeth B. Donohue

Management

For

For

For

For

1G.

Election of Director: Mauricio Gutierrez

Management

For

For

For

For

1H.

Election of Director: Paul W. Hobby

Management

For

For

For

For

1I.

Election of Director: Alexandra Pruner

Management

For

For

For

For

1J.

Election of Director: Anne C. Schaumburg

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1K.

Election of Director: Thomas H. Weidemeyer

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

4,072

0

12-Apr-2022

12-Apr-2022

INTUITIVE SURGICAL, INC.

Security

46120E602

Meeting Type

Annual

Ticker Symbol

ISRG

Meeting Date

28-Apr-2022

ISIN

US46120E6023

Agenda

935560765 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Craig H. Barratt, Ph.D.

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F22       Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1B.

Election of Director: Joseph C. Beery

Management

For

For

For

For

1C.

Election of Director: Gary S. Guthart, Ph.D.

Management

For

For

For

For

1D.

Election of Director: Amal M. Johnson

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: Don R. Kania, Ph.D.

Management

For

For

For

For

1F.

Election of Director: Amy L. Ladd, M.D.

Management

For

For

For

For

1G.

Election of Director: Keith R. Leonard, Jr.

Management

For

For

For

For

1H.

Election of Director: Alan J. Levy, Ph.D.

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: Jami Dover Nachtsheim

Management

For

For

For

For

1J.

Election of Director: Monica P. Reed, M.D.

Management

For

For

For

For

1K.

Election of Director: Mark J. Rubash

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

To approve, by advisory vote, the compensation of the Company's Named Executive Officers.

Management

For

For

For

For

3.

The ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

To approve the Company's Amended and Restated 2010 Incentive Award Plan.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

378

0

14-Apr-2022

14-Apr-2022

TEXAS INSTRUMENTS INCORPORATED

Security

882508104

Meeting Type

Annual

Ticker Symbol

TXN

Meeting Date

28-Apr-2022

ISIN

US8825081040

Agenda

935560842 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Mark A. Blinn

Management

For

For

For

For

1B.

Election of Director: Todd M. Bluedorn

Management

For

For

For

For

1C.

Election of Director: Janet F. Clark

Management

For

For

For

For

1D.

Election of Director: Carrie S. Cox

Management

For

For

For

For

1E.

Election of Director: Martin S. Craighead

Management

For

For

For

For

1F.

Election of Director: Jean M. Hobby

Management

For

For

For

For

1G.

Election of Director: Michael D. Hsu

Management

For

For

For

For

1H.

Election of Director: Haviv Ilan

Management

For

For

For

For

1I.

Election of Director: Ronald Kirk

Management

For

For

For

For

1J.

Election of Director: Pamela H. Patsley

Management

For

For

For

For

1K.

Election of Director: Robert E. Sanchez

Management

For

For

For

For

1L.

Election of Director: Richard K. Templeton

Management

For

For

For

For

2.

Board proposal regarding advisory approval of the Company's executive compensation.

Management

For

For

For

For

3.

Board proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Stockholder proposal to permit a combined 10% of stockholders to call a special meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

35

0

21-Apr-2022

21-Apr-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,320

0

21-Apr-2022

21-Apr-2022

THE GOLDMAN SACHS GROUP, INC.

Security

38141G104

Meeting Type

Annual

Ticker Symbol

GS

Meeting Date

28-Apr-2022

ISIN

US38141G1040

Agenda

935561642 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Michele Burns

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Director: Drew Faust

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Mark Flaherty

Management

For

For

For

For

1D.

Election of Director: Kimberley Harris

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director: Ellen Kullman

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Lakshmi Mittal

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director: Adebayo Ogunlesi

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Peter Oppenheimer

Management

For

For

For

For

1I.

Election of Director: David Solomon

Management

For

For

For

For

1J.

Election of Director: Jan Tighe

Management

For

For

For

For

1K.

Election of Director: Jessica Uhl

Management

For

For

For

For

1L.

Election of Director: David Viniar

Management

For

For

For

For

1M.

Election of Director: Mark Winkelman

Management

For

For

For

For

2.

Advisory Vote to Approve Executive Compensation (Say on Pay)

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2022

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder Proposal Regarding Charitable Giving Reporting

Shareholder

Against

Against

For

For

Comments: However, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

5.

Shareholder Proposal Regarding a Policy for an Independent Chair

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Shareholder Proposal Regarding a Policy to Ensure Lending and Underwriting do not Contribute to New Fossil Fuel Development

Shareholder

Against

Against

For

For

Comments: We do not believe that the expenditure of the additional human and financial resources that would be required to produce another report on this subject matter would be a necessary or prudent use of Company and shareholder assets. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

7.

Shareholder Proposal Regarding Special Shareholder Meeting Thresholds

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

628

0

22-Apr-2022

22-Apr-2022

MODERNA, INC.

Security

60770K107

Meeting Type

Annual

Ticker Symbol

MRNA

Meeting Date

28-Apr-2022

ISIN

US60770K1079

Agenda

935561717 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Noubar Afeyan, Ph.D.

Withheld

For

Against

For

Comments: F3    Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised. F7    Affiliation - Founder - Member of a Key Board Committee According to Egan-Jones' Proxy Guidelines a director who is the founder of the Company is considered affiliated. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2

Stéphane Bancel

For

For

For

For

3

François Nader, M.D.

For

For

For

For

2.

To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

Management

For

For

For

For

3.

To ratify the appointment of Ernst & Young LLP as our registered independent public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

To vote on a shareholder proposal relating to the feasibility of transferring intellectual property.

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

348

0

21-Apr-2022

21-Apr-2022

PFIZER INC.

Security

717081103

Meeting Type

Annual

Ticker Symbol

PFE

Meeting Date

28-Apr-2022

ISIN

US7170811035

Agenda

935562062 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Ronald E. Blaylock

Management

For

For

For

For

1B.

Election of Director: Albert Bourla

Management

For

For

For

For

1C.

Election of Director: Susan Desmond- Hellmann

Management

For

For

For

For

1D.

Election of Director: Joseph J. Echevarria

Management

For

For

For

For

1E.

Election of Director: Scott Gottlieb

Management

For

For

For

For

1F.

Election of Director: Helen H. Hobbs

Management

For

For

For

For

1G.

Election of Director: Susan Hockfield

Management

For

For

For

For

1H.

Election of Director: Dan R. Littman

Management

For

For

For

For

1I.

Election of Director: Shantanu Narayen

Management

For

For

For

For

1J.

Election of Director: Suzanne Nora Johnson

Management

For

For

For

For

1K.

Election of Director: James Quincey

Management

For

For

For

For

1L.

Election of Director: James C. Smith

Management

For

For

For

For

2.

Ratify the selection of KPMG LLP as independent registered public accounting firm for 2022

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

2022 advisory approval of executive compensation

Management

For

For

For

For

4.

Shareholder proposal regarding amending proxy access

Shareholder

For

Against

Against

For

Comments: After evaluating the provisions and tenets of the proposal, we determined that the proposed resolution contemplated thereby is advisable, substantively and procedurally fair to, and in the best interests of Company and its shareholders. We recommend a vote FOR this Proposal.

5.

Shareholder proposal regarding report on political expenditures congruency

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Shareholder proposal regarding report on transfer of intellectual property to potential COVID-19 manufacturers

Shareholder

Against

Against

For

For

Comments: We believe that the proposal is not necessary and is not in the best long-term interest of the Company and its shareholders. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

7.

Shareholder proposal regarding report on board oversight of risks related to anticompetitive practices

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. As such, in accordance with Egan-Jones Proxy Guidelines, we recommend a vote AGAINST this Proposal.

8.

Shareholder proposal regarding report on public health costs of protecting vaccine technology

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. As such, in accordance with Egan-Jones Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

5,453

0

22-Apr-2022

22-Apr-2022

JOHNSON & JOHNSON

Security

478160104

Meeting Type

Annual

Ticker Symbol

JNJ

Meeting Date

28-Apr-2022

ISIN

US4781601046

Agenda

935562997 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Darius Adamczyk

Management

For

For

For

For

1B.

Election of Director: Mary C. Beckerle

Management

For

For

For

For

1C.

Election of Director: D. Scott Davis

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1D.

Election of Director: Ian E. L. Davis

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1E.

Election of Director: Jennifer A. Doudna

Management

For

For

For

For

1F.

Election of Director: Joaquin Duato

Management

For

For

For

For

1G.

Election of Director: Alex Gorsky

Management

Against

For

Against

For

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1H.

Election of Director: Marillyn A. Hewson

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1I.

Election of Director: Hubert Joly

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1J.

Election of Director: Mark B. McClellan

Management

For

For

For

For

1K.

Election of Director: Anne M. Mulcahy

Management

For

For

For

For

1L.

Election of Director: A. Eugene Washington

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1M.

Election of Director: Mark A. Weinberger

Management

For

For

For

For

1N.

Election of Director: Nadja Y. West

Management

For

For

For

For

2.

Advisory Vote to Approve Named Executive Officer Compensation.

Management

For

For

For

For

3.

Approval of the Company's 2022 Long- Term Incentive Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

4.

Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

Proposal Withdrawn (Federal Securities Laws Mandatory Arbitration Bylaw).

Shareholder

Against

None

For

Comments: We believe that the approval of this shareholder proposal is not advisable and is not in the best interests of the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Civil Rights, Equity, Diversity & Inclusion Audit Proposal.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity in the community it serves. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

7.

Third Party Racial Justice Audit.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity in the community it serves. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

8.

Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics.

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this shareholder proposal is not advisable and is not in the best interests of the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

9.

Report on Public Health Costs of Protecting Vaccine Technology.

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this shareholder proposal is not advisable and is not in the best interests of the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

10.

Discontinue Global Sales of Baby Powder Containing Talc.

Shareholder

Against

Against

For

For

Comments: Given the Company's commitment and accountability to provide its consumers with products that are as safe as possible, we recommend a vote AGAINST this Proposal.

11.

Request for Charitable Donations Disclosure.

Shareholder

Against

Against

For

For

Comments: However, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

12.

Third Party Review and Report on Lobbying Activities Alignment with Position on Universal Health Coverage.

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to lobbying activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

13.

Adopt Policy to Include Legal and Compliance Costs in Incentive Compensation Metrics.

Shareholder

For

Against

Against

For

Comments: After evaluating the provisions and tenets of the proposal, we determined that the proposed resolution contemplated thereby is advisable, substantively and procedurally fair to, and in the best interests of Company and its shareholders. We recommend a vote FOR this Proposal.

14.

CEO Compensation to Weigh Workforce Pay and Ownership.

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal is necessary and warranted in the Company. Pay disparities in companies, in our view, could bring operational risks and reputational damage that is detrimental to shareholder value. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

537

0

25-Apr-2022

25-Apr-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

2,510

0

25-Apr-2022

25-Apr-2022

EDISON INTERNATIONAL

Security

281020107

Meeting Type

Annual

Ticker Symbol

EIX

Meeting Date

28-Apr-2022

ISIN

US2810201077

Agenda

935563026 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Jeanne Beliveau-Dunn

Management

For

For

For

For

1B.

Election of Director: Michael C. Camuñez

Management

For

For

For

For

1C.

Election of Director: Vanessa C.L. Chang

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1D.

Election of Director: James T. Morris

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director: Timothy T. O'Toole

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Pedro J. Pizarro

Management

For

For

For

For

1G.

Election of Director: Marcy L. Reed

Management

For

For

For

For

1H.

Election of Director: Carey A. Smith

Management

For

For

For

For

1I.

Election of Director: Linda G. Stuntz

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director: Peter J. Taylor

Management

Against

For

Against

For

Comments: F3          Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised.

1K.

Election of Director: Keith Trent

Management

For

For

For

For

2.

Ratification of the Independent Registered Public Accounting Firm

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote to Approve Executive Compensation

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,075

0

12-Apr-2022

12-Apr-2022

SNAP-ON INCORPORATED

Security

833034101

Meeting Type

Annual

Ticker Symbol

SNA

Meeting Date

28-Apr-2022

ISIN

US8330341012

Agenda

935565979 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: David C. Adams

Management

For

For

For

For

1B.

Election of Director: Karen L. Daniel

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Ruth Ann M. Gillis

Management

For

For

For

For

1D.

Election of Director: James P. Holden

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: Nathan J. Jones

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director: Henry W. Knueppel

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1G.

Election of Director: W. Dudley Lehman

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Nicholas T. Pinchuk

Management

For

For

For

For

1I.

Election of Director: Gregg M. Sherrill

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director: Donald J. Stebbins

Management

For

For

For

For

2.

Proposal to ratify the appointment of Deloitte & Touche LLP as Snap-on Incorporated's independent registered public accounting firm for fiscal 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve the compensation of Snap-on Incorporated's named executive officers, as disclosed in "Compensation Discussion and Analysis" and "Executive Compensation Information" in the Proxy Statement.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

878

0

12-Apr-2022

12-Apr-2022

CHURCH & DWIGHT CO., INC.

Security

171340102

Meeting Type

Annual

Ticker Symbol

CHD

Meeting Date

28-Apr-2022

ISIN

US1713401024

Agenda

935566779 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director to serve for a term of one year: Bradlen S. Cashaw

Management

For

For

For

For

1B.

Election of Director to serve for a term of one year: James R. Craigie

Management

For

For

For

For

1C.

Election of Director to serve for a term of one year: Matthew T. Farrell

Management

Against

For

Against

For

Comments: F21         Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability. F22         Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1D.

Election of Director to serve for a term of one year: Bradley C. Irwin

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1E.

Election of Director to serve for a term of one year: Penry W. Price

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1F.

Election of Director to serve for a term of one year: Susan G. Saideman

Management

For

For

For

For

1G.

Election of Director to serve for a term of one year: Ravichandra K. Saligram

Management

For

For

For

For

1H.

Election of Director to serve for a term of one year: Robert K. Shearer

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director to serve for a term of one year: Janet S. Vergis

Management

For

For

For

For

1J.

Election of Director to serve for a term of one year: Arthur B. Winkleblack

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1K.

Election of Director to serve for a term of one year: Laurie J. Yoler

Management

Against

For

Against

For

Comments: F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

2.

An advisory vote to approve compensation of our named executive officers.

Management

For

For

For

For

3.

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Proposal to approve an amendment and restatement of the Church & Dwight Co., Inc. Amended and Restated Omnibus Equity Compensation Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

5.

Stockholder Proposal - Special Shareholder Meeting Improvement.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,277

0

13-Apr-2022

13-Apr-2022

GLOBE LIFE INC.

Security

37959E102

Meeting Type

Annual

Ticker Symbol

GL

Meeting Date

28-Apr-2022

ISIN

US37959E1029

Agenda

935568759 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Linda L. Addison

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Director: Marilyn A. Alexander

Management

For

For

For

For

1C.

Election of Director: Cheryl D. Alston

Management

For

For

For

For

1D.

Election of Director: Mark A. Blinn

Management

For

For

For

For

1E.

Election of Director: James P. Brannen

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Jane Buchan

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director: Gary L. Coleman

Management

For

For

For

For

1H.

Election of Director: Larry M. Hutchison

Management

For

For

For

For

1I.

Election of Director: Robert W. Ingram

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1J.

Election of Director: Steven P. Johnson

Management

For

For

For

For

1K.

Election of Director: Darren M. Rebelez

Management

For

For

For

For

1L.

Election of Director: Mary E. Thigpen

Management

For

For

For

For

2.

Ratification of Auditors.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval of 2021 Executive Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

918

0

13-Apr-2022

13-Apr-2022

THE BOEING COMPANY

Security

097023105

Meeting Type

Annual

Ticker Symbol

BA

Meeting Date

29-Apr-2022

ISIN

US0970231058

Agenda

935558621 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Robert A. Bradway

Management

For

For

For

For

1B.

Election of Director: David L. Calhoun

Management

For

For

For

For

1C.

Election of Director: Lynne M. Doughtie

Management

For

For

For

For

1D.

Election of Director: Lynn J. Good

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director: Stayce D. Harris

Management

For

For

For

For

1F.

Election of Director: Akhil Johri

Management

For

For

For

For

1G.

Election of Director: David L. Joyce

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Lawrence W. Kellner

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: Steven M. Mollenkopf

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director: John M. Richardson

Management

For

For

For

For

1K.

Election of Director: Ronald A. Williams

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Approve, on an Advisory Basis, Named Executive Officer Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approve The Boeing Company Global Stock Purchase Plan.

Management

For

For

For

For

4.

Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

Additional Report on Lobbying Activities.

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Additional Report on Charitable Contributions.

Shareholder

Against

Against

For

For

Comments: We believe that the Company carefully evaluates and reviews the Company's charitable activities, and makes information regarding the Company's corporate giving publicly available, and we do not believe that implementing the proposal would justify the administrative costs and efforts, nor would it provide a corresponding meaningful benefit to the Company's shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

7.

Reduce Threshold to Call Special Meetings from 25% to 10%.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

Report on Net Zero Indicator.

Shareholder

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,183

0

20-Apr-2022

20-Apr-2022

ABBOTT LABORATORIES

Security

002824100

Meeting Type

Annual

Ticker Symbol

ABT

Meeting Date

29-Apr-2022

ISIN

US0028241000

Agenda

935562909 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

R. J. Alpern

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2

S. E. Blount

For

For

For

For

3

R. B. Ford

For

For

For

For

4

P. Gonzalez

For

For

For

For

5

M. A. Kumbier

For

For

For

For

6

D. W. McDew

For

For

For

For

7

N. McKinstry

For

For

For

For

8

W. A. Osborn

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

9

M. F. Roman

For

For

For

For

10

D. J. Starks

For

For

For

For

11

J. G. Stratton

For

For

For

For

12

G. F. Tilton

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Ratification of Ernst & Young LLP As Auditors

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Say on Pay - An Advisory Vote on the Approval of Executive Compensation

Management

For

For

For

For

4.

Shareholder Proposal - Special Shareholder Meeting Threshold

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Shareholder Proposal - Independent Board Chairman

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Shareholder Proposal - Rule 10b5-1 Plans

Shareholder

Against

Against

For

For

Comments: We believe that approval of the proposal is unnecessarily restrictive and burdensome in light of the pending SEC rules relating to Rule 10b5-1 and Abbott's protections against insider trading.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

7.

Shareholder Proposal - Lobbying Disclosure

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

8.

Shareholder Proposal - Antimicrobial Resistance Report

Shareholder

For

Against

Against

For

Comments: We believe that implementation of this proposal will provide specific information about the Company's renewable energy usage, and discuss the management processes and policies used to evaluate the sourcing of renewable energy. In accordance with Egan-Jones'  Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,387

0

25-Apr-2022

25-Apr-2022

ZIONS BANCORPORATION

Security

989701107

Meeting Type

Annual

Ticker Symbol

ZION

Meeting Date

29-Apr-2022

ISIN

US9897011071

Agenda

935563569 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Maria Contreras-Sweet

Management

For

For

For

For

1B.

Election of Director: Gary L. Crittenden

Management

For

For

For

For

1C.

Election of Director: Suren K. Gupta

Management

For

For

For

For

1D.

Election of Director: Claire A. Huang

Management

For

For

For

For

1E.

Election of Director: Vivian S. Lee

Management

For

For

For

For

1F.

Election of Director: Scott J. McLean

Management

For

For

For

For

1G.

Election of Director: Edward F. Murphy

Management

For

For

For

For

1H.

Election of Director: Stephen D. Quinn

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: Harris H. Simmons

Management

For

For

For

For

1J.

Election of Director: Aaron B. Skonnard

Management

For

For

For

For

1K.

Election of Director: Barbara A. Yastine

Management

For

For

For

For

2.

Ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm to audit the Bank's financial statements for the current fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval, on a nonbinding advisory basis, of the compensation paid to the Bank's named executive officers with respect to fiscal year ended December 31, 2021.

Management

For

For

For

For

4.

Approval of the Bank's 2022 Omnibus Incentive Plan.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,471

0

17-Apr-2022

17-Apr-2022

ASTRAZENECA PLC

Security

046353108

Meeting Type

Annual

Ticker Symbol

AZN

Meeting Date

29-Apr-2022

ISIN

US0463531089

Agenda

935582317 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To receive the Company's Accounts, the Reports of the Directors and Auditor and the Strategic Report for the year ended 31 December 2021

Management

For

For

For

For

2.

To confirm dividends

Management

For

For

For

For

3.

To reappoint PricewaterhouseCoopers LLP as Auditor

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral. This audit firm has earned a grade of  Attention and thus, has failed to pass our model. After, taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST these Resolutions.

4.

To authorise the Directors to agree the remuneration of the Auditor

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral. This audit firm has earned a grade of  Attention and thus, has failed to pass our model. After, taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST these Resolutions.

5A.

Re-election of Director: Leif Johansson

Management

Against

For

Against

For

Comments: Affiliated Outside director serving as a member of the Audit and Compensation Committees According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, with the exception of diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

5B.

Re-election of Director: Pascal Soriot

Management

For

For

For

For

5C.

Election of Director: Aradhana Sarin

Management

For

For

For

For

5D.

Re-election of Director: Philip Broadley

Management

For

For

For

For

5E.

Re-election of Director: Euan Ashley

Management

For

For

For

For

5F.

Re-election of Director: Michel Demaré

Management

For

For

For

For

5G.

Re-election of Director: Deborah DiSanzo

Management

For

For

For

For

5H.

Re-election of Director: Diana Layfield

Management

For

For

For

For

5I.

Re-election of Director: Sheri McCoy

Management

For

For

For

For

5J.

Re-election of Director: Tony Mok

Management

For

For

For

For

5K.

Re-election of Director: Nazneen Rahman

Management

For

For

For

For

5L.

Election of Director: Andreas Rummelt

Management

For

For

For

For

5M.

Re-election of Director: Marcus Wallenberg

Management

For

For

For

For

6.

To approve the Annual Report on Remuneration for the year ended 31 December 2021

Management

For

For

For

For

7.

To authorise limited political donations

Management

For

For

For

For

8.

To authorise the Directors to allot shares

Management

For

For

For

For

9.

To authorise the Directors to disapply pre- emption rights (Special Resolution)

Management

For

For

For

For

10.

To authorise the Directors to further disapply pre-emption rights for acquisitions and specified capital investments (Special Resolution)

Management

For

For

For

For

11.

To authorise the Company to purchase its own shares (Special Resolution)

Management

For

For

For

For

12.

To reduce the notice period for general meetings (Special Resolution)

Management

For

For

For

For

13.

To extend the AstraZenca PLC 2012 Savings Related Share Option Scheme

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,753

0

07-Apr-2022

07-Apr-2022

ASTRAZENECA PLC

Security

046353108

Meeting Type

Annual

Ticker Symbol

AZN

Meeting Date

29-Apr-2022

ISIN

US0463531089

Agenda

935608729 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To receive the Company's Accounts, the Reports of the Directors and Auditor and the Strategic Report for the year ended 31 December 2021

Management

For

For

For

For

2.

To confirm dividends

Management

For

For

For

For

3.

To reappoint PricewaterhouseCoopers LLP as Auditor

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral. This audit firm has earned a grade of  Attention and thus, has failed to pass our model. After, taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST these Resolutions.

4.

To authorise the Directors to agree the remuneration of the Auditor

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral. This audit firm has earned a grade of  Attention and thus, has failed to pass our model. After, taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST these Resolutions.

5A.

Re-election of Director: Leif Johansson

Management

Against

For

Against

For

Comments: Affiliated Outside director serving as a member of the Audit and Compensation Committees According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, with the exception of diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

5B.

Re-election of Director: Pascal Soriot

Management

For

For

For

For

5C.

Election of Director: Aradhana Sarin

Management

For

For

For

For

5D.

Re-election of Director: Philip Broadley

Management

For

For

For

For

5E.

Re-election of Director: Euan Ashley

Management

For

For

For

For

5F.

Re-election of Director: Michel Demaré

Management

For

For

For

For

5G.

Re-election of Director: Deborah DiSanzo

Management

For

For

For

For

5H.

Re-election of Director: Diana Layfield

Management

For

For

For

For

5I.

Re-election of Director: Sheri McCoy

Management

For

For

For

For

5J.

Re-election of Director: Tony Mok

Management

For

For

For

For

5K.

Re-election of Director: Nazneen Rahman

Management

For

For

For

For

5L.

Election of Director: Andreas Rummelt

Management

For

For

For

For

5M.

Re-election of Director: Marcus Wallenberg

Management

For

For

For

For

6.

To approve the Annual Report on Remuneration for the year ended 31 December 2021

Management

For

For

For

For

7.

To authorise limited political donations

Management

For

For

For

For

8.

To authorise the Directors to allot shares

Management

For

For

For

For

9.

To authorise the Directors to disapply pre- emption rights (Special Resolution)

Management

For

For

For

For

10.

To authorise the Directors to further disapply pre-emption rights for acquisitions and specified capital investments (Special Resolution)

Management

For

For

For

For

11.

To authorise the Company to purchase its own shares (Special Resolution)

Management

For

For

For

For

12.

To reduce the notice period for general meetings (Special Resolution)

Management

For

For

For

For

13.

To extend the AstraZenca PLC 2012 Savings Related Share Option Scheme

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,753

0

14-Apr-2022

14-Apr-2022

BERKSHIRE HATHAWAY INC.

Security

084670702

Meeting Type

Annual

Ticker Symbol

BRKB

Meeting Date

30-Apr-2022

ISIN

US0846707026

Agenda

935562137 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Warren E. Buffett

Withheld

For

Against

For

Comments: F21       Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

2

Charles T. Munger

For

For

For

For

3

Gregory E. Abel

For

For

For

For

4

Howard G. Buffett

For

For

For

For

5

Susan A. Buffett

For

For

For

For

6

Stephen B. Burke

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

7

Kenneth I. Chenault

For

For

For

For

8

Christopher C. Davis

For

For

For

For

9

Susan L. Decker

For

For

For

For

10

David S. Gottesman

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

11

Charlotte Guyman

For

For

For

For

12

Ajit Jain

For

For

For

For

13

Ronald L. Olson

For

For

For

For

14

Wallace R. Weitz

For

For

For

For

15

Meryl B. Witmer

For

For

For

For

2.

Shareholder proposal regarding the adoption of a policy requiring that the Board Chair be an independent director.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

3.

Shareholder proposal regarding the publishing of an annual assessment addressing how the Corporation manages climate risks.

Shareholder

For

Against

Against

For

Comments: We believe that the report on climate change will develop new methods that can be applied globally when sufficient observations exist. Acknowledging climate change as an inevitable factor, and recognizing the need to adapt, involves bold decisions by business. Therefore, we believe that companies should review how climate change impacts the economy and portfolio companies and evaluate how shareholder resolutions on climate change may impact long-term shareholder value as it votes proxies. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

4.

Shareholder proposal regarding how the Corporation intends to measure, disclose and reduce greenhouse gas emissions.

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

5.

Shareholder proposal regarding the reporting of the Corporation's diversity, equity and inclusion efforts.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that the proposal would encourage good governance and enhance shareholder value by bringing together a diverse range of skills and experience necessary in building a constructive and challenging workforce. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

395

0

25-Apr-2022

25-Apr-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,230

0

25-Apr-2022

25-Apr-2022

ELI LILLY AND COMPANY

Security

532457108

Meeting Type

Annual

Ticker Symbol

LLY

Meeting Date

02-May-2022

ISIN

US5324571083

Agenda

935562858 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director to serve a three-year term: Ralph Alvarez

Management

For

For

For

For

1B.

Election of Director to serve a three-year term: Kimberly H. Johnson

Management

For

For

For

For

1C.

Election of Director to serve a three-year term: Juan R. Luciano

Management

For

For

For

For

2.

Approval, on an advisory basis, of the compensation paid to the company's named executive officers.

Management

For

For

For

For

3.

Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of amendments to the company's Articles of Incorporation to eliminate the classified board structure.

Management

For

For

For

For

5.

Approval of amendments to the company's Articles of Incorporation to eliminate supermajority voting provisions.

Management

For

For

For

For

6.

Approval of amendments to the company's Articles of Incorporation to give shareholders the ability to amend the company's bylaws.

Management

For

For

For

For

7.

Shareholder proposal to amend the bylaws to require an independent board chair.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

Shareholder proposal to publish an annual report disclosing lobbying activities.

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

9.

Shareholder proposal to disclose lobbying activities and alignment with public policy positions and statements.

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

10.

Shareholder proposal to report oversight of risks related to anticompetitive pricing strategies.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

979

0

29-Apr-2022

29-Apr-2022

BAXTER INTERNATIONAL INC.

Security

071813109

Meeting Type

Annual

Ticker Symbol

BAX

Meeting Date

03-May-2022

ISIN

US0718131099

Agenda

935566630 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: José (Joe) Almeida

Management

Against

For

Against

For

Comments: F21        Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

1B.

Election of Director: Thomas F. Chen

Management

For

For

For

For

1C.

Election of Director: Peter S. Hellman

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1D.

Election of Director: Michael F. Mahoney

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director: Patricia B. Morrison

Management

For

For

For

For

1F.

Election of Director: Stephen N. Oesterle

Management

For

For

For

For

1G.

Election of Director: Nancy M. Schlichting

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Cathy R. Smith

Management

For

For

For

For

1I.

Election of Director: Albert P.L. Stroucken

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1J.

Election of Director: Amy A. Wendell

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1K.

Election of Director: David S. Wilkes

Management

For

For

For

For

2.

Advisory Vote to Approve Named Executive Officer Compensation

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of Appointment of Independent Registered Public Accounting Firm

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Vote to Approve a Certificate of Incorporation Amendment to Permit Stockholder Action by Written Consent

Management

For

For

For

For

5.

Vote to Approve a Certificate of Incorporation Amendment to Lower the Special Meeting Threshold

Management

Against

For

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the proposal, we recommend a vote AGAINST this Proposal.

6.

Stockholder Proposal - Special Shareholder Meeting Improvement

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Stockholder Proposal - Independent Board Chairman

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,733

0

25-Apr-2022

25-Apr-2022

AMERICAN EXPRESS COMPANY

Security

025816109

Meeting Type

Annual

Ticker Symbol

AXP

Meeting Date

03-May-2022

ISIN

US0258161092

Agenda

935569484 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director for a term of one year: Thomas J. Baltimore

Management

For

For

For

For

1B.

Election of Director for a term of one year: Charlene Barshefsky

Management

For

For

For

For

1C.

Election of Director for a term of one year: John J. Brennan

Management

For

For

For

For

1D.

Election of Director for a term of one year: Peter Chernin

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director for a term of one year: Ralph de la Vega

Management

For

For

For

For

1F.

Election of Director for a term of one year: Michael O. Leavitt

Management

For

For

For

For

1G.

Election of Director for a term of one year: Theodore J. Leonsis

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director for a term of one year: Karen L. Parkhill

Management

For

For

For

For

1I.

Election of Director for a term of one year: Charles E. Phillips

Management

For

For

For

For

1J.

Election of Director for a term of one year: Lynn A. Pike

Management

For

For

For

For

1K.

Election of Director for a term of one year: Stephen J. Squeri

Management

For

For

For

For

1L.

Election of Director for a term of one year: Daniel L. Vasella

Management

For

For

For

For

1M.

Election of Director for a term of one year: Lisa W. Wardell

Management

For

For

For

For

1N.

Election of Director for a term of one year: Christopher D. Young

Management

For

For

For

For

2.

Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval, on an advisory basis, of the Company's executive compensation.

Management

For

For

For

For

4.

Shareholder Proposal Relating to Independent Board Chairman.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

628

0

25-Apr-2022

25-Apr-2022

BRISTOL-MYERS SQUIBB COMPANY

Security

110122108

Meeting Type

Annual

Ticker Symbol

BMY

Meeting Date

03-May-2022

ISIN

US1101221083

Agenda

935571782 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A)

Election of Director: Peter J. Arduini

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B)

Election of Director: Giovanni Caforio, M.D.

Management

For

For

For

For

1C)

Election of Director: Julia A. Haller, M.D.

Management

For

For

For

For

1D)

Election of Director: Manuel Hidalgo Medina, M.D., Ph.D.

Management

For

For

For

For

1E)

Election of Director: Paula A. Price

Management

For

For

For

For

1F)

Election of Director: Derica W. Rice

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G)

Election of Director: Theodore R. Samuels

Management

For

For

For

For

1H)

Election of Director: Gerald L. Storch

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I)

Election of Director: Karen H. Vousden, Ph.D.

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J)

Election of Director: Phyllis R. Yale

Management

For

For

For

For

2.

Advisory Vote to Approve the Compensation of our Named Executive Officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of the Appointment of an Independent Registered Public Accounting Firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder Proposal to Lower the Ownership Threshold for Special Shareholder Meetings to 10%.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Shareholder Proposal on the Adoption of a Board Policy that the Chairperson of the Board be an Independent Director.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,619

0

25-Apr-2022

25-Apr-2022

EDWARDS LIFESCIENCES CORPORATION

Security

28176E108

Meeting Type

Annual

Ticker Symbol

EW

Meeting Date

03-May-2022

ISIN

US28176E1082

Agenda

935572481 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director: Kieran T. Gallahue

Management

For

For

For

For

1.2

Election of Director: Leslie S. Heisz

Management

For

For

For

For

1.3

Election of Director: Paul A. LaViolette

Management

For

For

For

For

1.4

Election of Director: Steven R. Loranger

Management

For

For

For

For

1.5

Election of Director: Martha H. Marsh

Management

For

For

For

For

1.6

Election of Director: Michael A. Mussallem

Management

Against

For

Against

For

Comments: F22        Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1.7

Election of Director: Ramona Sequeira

Management

For

For

For

For

1.8

Election of Director: Nicholas J. Valeriani

Management

For

For

For

For

2.

Advisory Vote to Approve Named Executive Officer Compensation

Management

For

For

For

For

3.

Ratification of Appointment of Independent Registered Public Accounting Firm

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Stockholder Proposal for an Advisory Vote to Reduce the Share Ownership Threshold to Call a Special Meeting

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

734

0

25-Apr-2022

25-Apr-2022

GENERAL ELECTRIC COMPANY

Security

369604301

Meeting Type

Annual

Ticker Symbol

GE

Meeting Date

04-May-2022

ISIN

US3696043013

Agenda

935567480 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Stephen Angel

Management

For

For

For

For

1B.

Election of Director: Sébastien Bazin

Management

For

For

For

For

1C.

Election of Director: Ashton Carter

Management

For

For

For

For

1D.

Election of Director: H. Lawrence Culp, Jr.

Management

For

For

For

For

1E.

Election of Director: Francisco D'Souza

Management

Against

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1F.

Election of Director: Edward Garden

Management

Against

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1G.

Election of Director: Isabella Goren

Management

For

For

For

For

1H.

Election of Director: Thomas Horton

Management

Against

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1I.

Election of Director: Risa Lavizzo-Mourey

Management

For

For

For

��

For

1J.

Election of Director: Catherine Lesjak

Management

For

For

For

For

1K.

Election of Director: Tomislav Mihaljevic

Management

For

For

For

For

1L.

Election of Director: Paula Rosput Reynolds

Management

Against

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1M.

Election of Director: Leslie Seidman

Management

For

For

For

For

2.

Advisory Approval of Our Named Executives' Compensation

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of Deloitte as Independent Auditor for 2022

Management

For

For

For

For

4.

Approval of the 2022 Long-Term Incentive Plan

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

5.

Require the Cessation of Stock Option and Bonus Programs

Shareholder

For

Against

Against

For

Comments: After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Require Shareholder Ratification of Termination Pay

Shareholder

For

Against

Against

For

Comments: After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Require the Board Nominate an Employee Representative Director

Shareholder

Against

Against

For

For

Comments: After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,097

0

28-Apr-2022

28-Apr-2022

PEPSICO, INC.

Security

713448108

Meeting Type

Annual

Ticker Symbol

PEP

Meeting Date

04-May-2022

ISIN

US7134481081

Agenda

935567997 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Segun Agbaje

Management

For

For

For

For

1B.

Election of Director: Shona L. Brown

Management

For

For

For

For

1C.

Election of Director: Cesar Conde

Management

For

For

For

For

1D.

Election of Director: Ian Cook

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: Edith W. Cooper

Management

For

For

For

For

1F.

Election of Director: Dina Dublon

Management

For

For

For

For

1G.

Election of Director: Michelle Gass

Management

For

For

For

For

1H.

Election of Director: Ramon L. Laguarta

Management

For

For

For

For

1I.

Election of Director: Dave Lewis

Management

For

For

For

For

1J.

Election of Director: David C. Page

Management

For

For

For

For

1K.

Election of Director: Robert C. Pohlad

Management

For

For

For

For

1L.

Election of Director: Daniel Vasella

Management

For

For

For

For

1M.

Election of Director: Darren Walker

Management

For

For

For

For

1N.

Election of Director: Alberto Weisser

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory approval of the Company's executive compensation.

Management

For

For

For

For

4.

Shareholder Proposal - Independent Board Chairman.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Shareholder Proposal - Report on Global Public Policy and Political Influence Outside the U.S.

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its charitable and political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Shareholder Proposal - Report on Public Health Costs.

Shareholder

For

Against

Against

For

Comments: We believe that improved transparency and accountability will enhance the Company's commitment to long-term sustainability. In accordance with Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,867

0

27-Apr-2022

27-Apr-2022

PHILIP MORRIS INTERNATIONAL INC.

Security

718172109

Meeting Type

Annual

Ticker Symbol

PM

Meeting Date

04-May-2022

ISIN

US7181721090

Agenda

935568355 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Brant Bonin Bough

Management

For

For

For

For

1B.

Election of Director: André Calantzopoulos

Management

Against

For

Against

For

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1C.

Election of Director: Michel Combes

Management

For

For

For

For

1D.

Election of Director: Juan José Daboub

Management

For

For

For

For

1E.

Election of Director: Werner Geissler

Management

For

For

For

For

1F.

Election of Director: Lisa A. Hook

Management

For

For

For

For

1G.

Election of Director: Jun Makihara

Management

For

For

For

For

1H.

Election of Director: Kalpana Morparia

Management

For

For

For

For

1I.

Election of Director: Lucio A. Noto

Management

For

For

For

For

1J.

Election of Director: Jacek Olczak

Management

For

For

For

For

1K.

Election of Director: Frederik Paulsen

Management

For

For

For

For

1L.

Election of Director: Robert B. Polet

Management

For

For

For

For

1M.

Election of Director: Dessislava Temperley

Management

For

For

For

For

1N.

Election of Director: Shlomo Yanai

Management

For

For

For

For

2.

Advisory Vote Approving Executive Compensation.

Management

For

For

For

For

3.

2022 Performance Incentive Plan.

Management

For

For

For

For

4.

Ratification of the Selection of Independent Auditors.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

Shareholder Proposal to phase out all health-hazardous and addictive products produced by Philip Morris International Inc. by 2025.

Shareholder

Against

Against

For

For

Comments: We believe that the proposal is not necessary and is not in the best long-term interest of the Company and its shareholders. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,610

0

28-Apr-2022

28-Apr-2022

STRYKER CORPORATION

Security

863667101

Meeting Type

Annual

Ticker Symbol

SYK

Meeting Date

04-May-2022

ISIN

US8636671013

Agenda

935568711 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A)

Election of Director: Mary K. Brainerd

Management

For

For

For

For

1B)

Election of Director: Giovanni Caforio, M.D.

Management

For

For

For

For

1C)

Election of Director: Srikant M. Datar, Ph.D.

Management

For

For

For

For

1D)

Election of Director: Allan C. Golston (Lead Independent Director)

Management

For

For

For

For

1E)

Election of Director: Kevin A. Lobo (Chair of the Board, Chief Executive Officer and President)

Management

For

For

For

For

1F)

Election of Director: Sherilyn S. McCoy

Management

For

For

For

For

1G)

Election of Director: Andrew K. Silvernail

Management

For

For

For

For

1H)

Election of Director: Lisa M. Skeete Tatum

Management

For

For

For

For

1I)

Election of Director: Ronda E. Stryker

Management

For

For

For

For

1J)

Election of Director: Rajeev Suri

Management

For

For

For

For

2)

Ratification of Appointment of our Independent Registered Public Accounting Firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3)

Advisory Vote to Approve Named Executive Officer Compensation.

Management

For

For

For

For

4)

Shareholder Proposal to Amend Proxy Access Terms.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that because the board of directors serves as the representatives of shareholders, shareholders should have the right to nominate their own representatives. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

334

0

28-Apr-2022

28-Apr-2022

GILEAD SCIENCES, INC.

Security

375558103

Meeting Type

Annual

Ticker Symbol

GILD

Meeting Date

04-May-2022

ISIN

US3755581036

Agenda

935570134 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Jacqueline K. Barton, Ph.D.

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1B.

Election of Director: Jeffrey A. Bluestone, Ph.D.

Management

For

For

For

For

1C.

Election of Director: Sandra J. Horning, M.D.

Management

For

For

For

For

1D.

Election of Director: Kelly A. Kramer

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1E.

Election of Director: Kevin E. Lofton

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1F.

Election of Director: Harish Manwani

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1G.

Election of Director: Daniel P. O'Day

Management

Against

For

Against

For

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1H.

Election of Director: Javier J. Rodriguez

Management

For

For

For

For

1I.

Election of Director: Anthony Welters

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve, on an advisory basis, the compensation of our Named Executive Officers as presented in the Proxy Statement.

Management

For

For

For

For

4.

To approve the Gilead Sciences, Inc. 2022 Equity Incentive Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

5.

To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board adopt a policy that the Chairperson of the Board of Directors be an independent director.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board include one member from Gilead's non-management employees.

Shareholder

Against

Against

For

For

Comments: We believe that pertinent matters in the boardroom should be enacted by the Company's independent directors. As such, we recommend a vote AGAINST this Proposal.

7.

To vote on a stockholder proposal, if properly presented at the meeting, requesting a 10% threshold to call a special stockholder meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board publish a third- party review of Gilead's lobbying activities.

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

9.

To vote on a stockholder proposal, if properly presented at the meeting, requesting a Board report on oversight of risks related to anticompetitive practices.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,589

0

29-Apr-2022

29-Apr-2022

CME GROUP INC.

Security

12572Q105

Meeting Type

Annual

Ticker Symbol

CME

Meeting Date

04-May-2022

ISIN

US12572Q1058

Agenda

935571287 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Equity Director: Terrence A. Duffy

Management

Against

For

Against

For

Comments: F21         Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

1B.

Election of Equity Director: Timothy S. Bitsberger

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1C.

Election of Equity Director: Charles P. Carey

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1D.

Election of Equity Director: Dennis H. Chookaszian

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Equity Director: Bryan T. Durkin

Management

For

For

For

For

1F.

Election of Equity Director: Ana Dutra

Management

Against

For

Against

For

Comments: F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1G.

Election of Equity Director: Martin J. Gepsman

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Equity Director: Larry G. Gerdes

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Equity Director: Daniel R. Glickman

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1J.

Election of Equity Director: Daniel G. Kaye

Management

For

For

For

For

1K.

Election of Equity Director: Phyllis M. Lockett

Management

For

For

For

For

1L.

Election of Equity Director: Deborah J. Lucas

Management

For

For

For

For

1M.

Election of Equity Director: Terry L. Savage

Management

Against

For

Against

For

Comments: F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1N.

Election of Equity Director: Rahael Seifu

Management

For

For

For

For

1O.

Election of Equity Director: William R. Shepard

Management

For

For

For

For

1P.

Election of Equity Director: Howard J. Siegel

Management

For

For

For

For

1Q.

Election of Equity Director: Dennis A. Suskind

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote on the compensation of our named executive officers.

Management

For

For

For

For

4.

Approval of the Amended and Restated CME Group Inc. Omnibus Stock Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

5.

Approval of the Amended and Restated CME Group Inc. Director Stock Plan.

Management

For

For

For

For

6.

Approval of the Amended and Restated CME Group Inc. Employee Stock Purchase Plan.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

746

0

27-Apr-2022

27-Apr-2022

CSX CORPORATION

Security

126408103

Meeting Type

Annual

Ticker Symbol

CSX

Meeting Date

04-May-2022

ISIN

US1264081035

Agenda

935571833 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Donna M. Alvarado

Management

For

For

For

For

1B.

Election of Director: Thomas P. Bostick

Management

For

For

For

For

1C.

Election of Director: James M. Foote

Management

For

For

For

For

1D.

Election of Director: Steven T. Halverson

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: Paul C. Hilal

Management

For

For

For

For

1F.

Election of Director: David M. Moffett

Management

For

For

For

For

1G.

Election of Director: Linda H. Riefler

Management

For

For

For

For

1H.

Election of Director: Suzanne M. Vautrinot

Management

For

For

For

For

1I.

Election of Director: James L. Wainscott

Management

For

For

For

For

1J.

Election of Director: J. Steven Whisler

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1k.

Election of Director: John J. Zillmer

Management

Against

For

Against

For

Comments: F3        Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised.

2.

The ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory (non-binding) resolution to approve compensation for the Company's named executive officers.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,837

0

26-Apr-2022

26-Apr-2022

PROLOGIS, INC.

Security

74340W103

Meeting Type

Annual

Ticker Symbol

PLD

Meeting Date

04-May-2022

ISIN

US74340W1036

Agenda

935572380 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Hamid R. Moghadam

Management

For

For

For

For

1B.

Election of Director: Cristina G. Bita

Management

For

For

For

For

1C.

Election of Director: George L. Fotiades

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: Lydia H. Kennard

Management

For

For

For

For

1E.

Election of Director: Irving F. Lyons III

Management

For

For

For

For

1F.

Election of Director: Avid Modjtabai

Management

For

For

For

For

1G.

Election of Director: David P. O'Connor

Management

For

For

For

For

1H.

Election of Director: Olivier Piani

Management

For

For

For

For

1I.

Election of Director: Jeffrey L. Skelton

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1J.

Election of Director: Carl B. Webb

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1K.

Election of Director: William D. Zollars

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Advisory Vote to Approve the Company's Executive Compensation for 2021

Management

For

For

For

For

3.

Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year 2022

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

684

0

25-Apr-2022

25-Apr-2022

S&P GLOBAL INC.

Security

78409V104

Meeting Type

Annual

Ticker Symbol

SPGI

Meeting Date

04-May-2022

ISIN

US78409V1044

Agenda

935575691 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Marco Alverà

Management

For

For

For

For

1B.

Election of Director: Jacques Esculier

Management

For

For

For

For

1C.

Election of Director: Gay Huey Evans

Management

For

For

For

For

1D.

Election of Director: William D. Green

Management

Against

For

Against

For

Comments: F6            Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: Stephanie C. Hill

Management

For

For

For

For

1F.

Election of Director: Rebecca Jacoby

Management

For

For

For

For

1G.

Election of Director: Robert P. Kelly

Management

For

For

For

For

1H.

Election of Director: Ian Paul Livingston

Management

For

For

For

For

1I.

Election of Director: Deborah D. McWhinney

Management

For

For

For

For

1J.

Election of Director: Maria R. Morris

Management

For

For

For

For

1K.

Election of Director: Douglas L. Peterson

Management

For

For

For

For

1L.

Election of Director: Edward B. Rust, Jr.

Management

Against

For

Against

For

Comments: F6            Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1M.

Election of Director: Richard E. Thornburgh

Management

Against

For

Against

For

Comments: F6            Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1N.

Election of Director: Gregory Washington

Management

For

For

For

For

2.

Approve, on an advisory basis, the executive compensation program for the Company's named executive officers.

Management

For

For

For

For

3.

Ratify the selection of Ernst & Young LLP as our independent auditor for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

148

0

25-Apr-2022

25-Apr-2022

DUKE ENERGY CORPORATION

Security

26441C204

Meeting Type

Annual

Ticker Symbol

DUK

Meeting Date

05-May-2022

ISIN

US26441C2044

Agenda

935564838 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Derrick Burks

For

For

For

For

2

Annette K. Clayton

For

For

For

For

3

Theodore F. Craver, Jr.

For

For

For

For

4

Robert M. Davis

For

For

For

For

5

Caroline Dorsa

For

For

For

For

6

W. Roy Dunbar

For

For

For

For

7

Nicholas C. Fanandakis

For

For

For

For

8

Lynn J. Good

Withheld

For

Against

For

Comments: F22        Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

9

John T. Herron

For

For

For

For

10

Idalene F. Kesner

For

For

For

For

11

E. Marie McKee

For

For

For

For

12

Michael J. Pacilio

For

For

For

For

13

Thomas E. Skains

For

For

For

For

14

William E. Webster, Jr.

For

For

For

For

2.

Ratification of Deloitte & Touche LLP as Duke Energy's independent registered public accounting firm for 2022

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve Duke Energy's named executive officer compensation

Management

For

For

For

For

4.

Shareholder proposal regarding shareholder right to call for a special shareholder meeting

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,017

0

28-Apr-2022

28-Apr-2022

CAPITAL ONE FINANCIAL CORPORATION

Security

14040H105

Meeting Type

Annual

Ticker Symbol

COF

Meeting Date

05-May-2022

ISIN

US14040H1059

Agenda

935565501 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Richard D. Fairbank

Management

For

For

For

For

1B.

Election of Director: Ime Archibong

Management

For

For

For

For

1C.

Election of Director: Christine Detrick

Management

For

For

For

For

1D.

Election of Director: Ann Fritz Hackett

Management

For

For

For

For

1E.

Election of Director: Peter Thomas Killalea

Management

For

For

For

For

1F.

Election of Director: Cornelis "Eli" Leenaars

Management

For

For

For

For

1G.

Election of Director: François Locoh-Donou

Management

For

For

For

For

1H.

Election of Director: Peter E. Raskind

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: Eileen Serra

Management

For

For

For

For

1J.

Election of Director: Mayo A. Shattuck III

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1K.

Election of Director: Bradford H. Warner

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of Director: Catherine G. West

Management

For

For

For

For

1M.

Election of Director: Craig Anthony Williams

Management

For

For

For

For

2.

Advisory approval of Capital One's 2021 Named Executive Officer compensation.

Management

For

For

For

For

3.

Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm of Capital One for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

322

0

26-Apr-2022

26-Apr-2022

ARCHER-DANIELS-MIDLAND COMPANY

Security

039483102

Meeting Type

Annual

Ticker Symbol

ADM

Meeting Date

05-May-2022

ISIN

US0394831020

Agenda

935568848 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: M.S. Burke

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Director: T. Colbert

Management

For

For

For

For

1C.

Election of Director: T.K. Crews

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: D.E. Felsinger

Management

For

For

For

For

1E.

Election of Director: S.F. Harrison

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: J.R. Luciano

Management

Against

For

Against

For

Comments: F22        Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1G.

Election of Director: P.J. Moore

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: F.J. Sanchez

Management

For

For

For

For

1I.

Election of Director: D.A. Sandler

Management

For

For

For

For

1J.

Election of Director: L.Z. Schlitz

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1K.

Election of Director: K.R. Westbrook

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Ratify the appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote on Executive Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Stockholder Proposal to Remove the One- Year Holding Period Requirement to Call a Special Stockholder Meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Stockholder Proposal Regarding Issuance of a Report on Pesticide Use in Supply Chains.

Shareholder

Against

Against

For

For

Comments: We believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

715

0

29-Apr-2022

29-Apr-2022

BOSTON SCIENTIFIC CORPORATION

Security

101137107

Meeting Type

Annual

Ticker Symbol

BSX

Meeting Date

05-May-2022

ISIN

US1011371077

Agenda

935569941 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Nelda J. Connors

Management

For

For

For

For

1B.

Election of Director: Charles J. Dockendorff

Management

For

For

For

For

1C.

Election of Director: Yoshiaki Fujimori

Management

For

For

For

For

1D.

Election of Director: Donna A. James

Management

For

For

For

For

1E.

Election of Director: Edward J. Ludwig

Management

For

For

For

For

1F.

Election of Director: Michael F. Mahoney

Management

Against

For

Against

For

Comments: F22         Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1G.

Election of Director: David J. Roux

Management

For

For

For

For

1H.

Election of Director: John E. Sununu

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: David S. Wichmann

Management

For

For

For

For

1J.

Election of Director: Ellen M. Zane

Management

For

For

For

For

2.

To approve, on a non-binding, advisory basis, named executive officer compensation.

Management

For

For

For

For

3.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

To approve an amendment and restatement of our 2006 Global Employee Stock Ownership Plan (to be renamed as our Employee Stock Purchase Plan), as previously amended and restated, including a request for 10,000,000 additional shares.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,453

0

28-Apr-2022

28-Apr-2022

UNITED PARCEL SERVICE, INC.

Security

911312106

Meeting Type

Annual

Ticker Symbol

UPS

Meeting Date

05-May-2022

ISIN

US9113121068

Agenda

935570487 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director to serve until 2023 annual meeting: Carol B. Tomé

Management

For

For

For

For

1B.

Election of Director to serve until 2023 annual meeting: Rodney C. Adkins

Management

For

For

For

For

1C.

Election of Director to serve until 2023 annual meeting: Eva C. Boratto

Management

For

For

For

For

1D.

Election of Director to serve until 2023 annual meeting: Michael J. Burns

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director to serve until 2023 annual meeting: Wayne M. Hewett

Management

For

For

For

For

1F.

Election of Director to serve until 2023 annual meeting: Angela Hwang

Management

For

For

For

For

1G.

Election of Director to serve until 2023 annual meeting: Kate E. Johnson

Management

For

For

For

For

1H.

Election of Director to serve until 2023 annual meeting: William R. Johnson

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1I.

Election of Director to serve until 2023 annual meeting: Ann M. Livermore

Management

For

For

For

For

1J.

Election of Director to serve until 2023 annual meeting: Franck J. Moison

Management

For

For

For

For

1K.

Election of Director to serve until 2023 annual meeting: Christiana Smith Shi

Management

For

For

For

For

1L.

Election of Director to serve until 2023 annual meeting: Russell Stokes

Management

For

For

For

For

1M.

Election of Director to serve until 2023 annual meeting: Kevin Warsh

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

To approve on an advisory basis named executive officer compensation.

Management

For

For

For

For

3.

To ratify the appointment of Deloitte & Touche LLP as UPS's independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

To prepare an annual report on lobbying activities.

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

5.

To prepare a report on alignment of lobbying activities with the Paris Climate Agreement.

Shareholder

Against

Against

For

For

Comments: However, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

To reduce the voting power of UPS class A stock from 10 votes per share to one vote per share.

Shareholder

For

Against

Against

For

Comments: We believe that shareholder approval is warranted. We oppose such differential voting power as it may have the effect of denying shareholders the opportunity to vote on matters of critical economic importance to them. We prefer that companies do not utilize multiple class capital structures to provide equal voting rights to all shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

To require adoption of independently verified science-based greenhouse gas emissions reduction targets.

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

To prepare a report on balancing climate measures and financial returns.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. Accordingly, we recommend a vote FOR this Proposal.

9.

To prepare an annual report assessing UPS's diversity and inclusion.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that the proposal would encourage good governance and enhance shareholder value by bringing together a diverse range of skills and experience necessary in building a constructive and challenging workforce. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

677

0

29-Apr-2022

29-Apr-2022

ECOLAB INC.

Security

278865100

Meeting Type

Annual

Ticker Symbol

ECL

Meeting Date

05-May-2022

ISIN

US2788651006

Agenda

935571263 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Shari L. Ballard

Management

For

For

For

For

1B.

Election of Director: Barbara J. Beck

Management

For

For

For

For

1C.

Election of Director: Christophe Beck

Management

For

For

For

For

1D.

Election of Director: Jeffrey M. Ettinger

Management

For

For

For

For

1E.

Election of Director: Arthur J. Higgins

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director: Michael Larson

Management

For

For

For

For

1G.

Election of Director: David W. MacLennan

Management

For

For

For

For

1H.

Election of Director: Tracy B. McKibben

Management

For

For

For

For

1I.

Election of Director: Lionel L. Nowell, III

Management

For

For

For

For

1J.

Election of Director: Victoria J. Reich

Management

For

For

For

For

1K.

Election of Director: Suzanne M. Vautrinot

Management

For

For

For

For

1L.

Election of Director: John J. Zillmer

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the current year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve the compensation of executives disclosed in the Proxy Statement.

Management

For

For

For

For

4.

Stockholder proposal regarding special meeting ownership threshold, if properly presented.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,255

0

28-Apr-2022

28-Apr-2022

CADENCE DESIGN SYSTEMS, INC.

Security

127387108

Meeting Type

Annual

Ticker Symbol

CDNS

Meeting Date

05-May-2022

ISIN

US1273871087

Agenda

935575184 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Mark W. Adams

Management

For

For

For

For

1B.

Election of Director: Ita Brennan

Management

For

For

For

For

1C.

Election of Director: Lewis Chew

Management

For

For

For

For

1D.

Election of Director: Anirudh Devgan

Management

For

For

For

For

1E.

Election of Director: Mary Louise Krakauer

Management

For

For

For

For

1F.

Election of Director: Julia Liuson

Management

For

For

For

For

1G.

Election of Director: James D. Plummer

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: Alberto Sangiovanni- Vincentelli

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: John B. Shoven

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1J.

Election of Director: Young K. Sohn

Management

For

For

For

For

1K.

Election of Director: Lip-Bu Tan

Management

For

For

For

For

2.

Advisory resolution to approve named executive officer compensation.

Management

For

For

For

For

3.

Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Cadence for its fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Stockholder proposal regarding special meetings.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

820

0

27-Apr-2022

27-Apr-2022

MARRIOTT INTERNATIONAL, INC.

Security

571903202

Meeting Type

Annual

Ticker Symbol

MAR

Meeting Date

06-May-2022

ISIN

US5719032022

Agenda

935567199 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Anthony G.Capuano

Management

For

For

For

For

1B.

Election of Director: Isabella D. Goren

Management

For

For

For

For

1C.

Election of Director: Deborah M. Harrison

Management

For

For

For

For

1D.

Election of Director: Frederick A. Henderson

Management

For

For

For

For

1E.

Election of Director: Eric Hippeau

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Debra L. Lee

Management

For

For

For

For

1G.

Election of Director: Aylwin B. Lewis

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: David S. Marriott

Management

Against

For

Against

For

Comments: F22        Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1I.

Election of Director: Margaret M. McCarthy

Management

For

For

For

For

1J.

Election of Director: George Muñoz

Management

For

For

For

For

1K.

Election of Director: Horacio D. Rozanski

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1L.

Election of Director: Susan C. Schwab

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

APPROVAL OF THE MARRIOTT INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN.

Management

For

For

For

For

5.

STOCKHOLDER RESOLUTION REQUESTING THAT THE BOARD PREPARE A REPORT ON THE ECONOMIC AND SOCIAL COSTS AND RISKS CREATED BY THE COMPANY'S COMPENSATION AND WORKFORCE PRACTICES.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity and to draw upon the skills, expertise and experience of its workforce. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders. In accordance with Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal

6.

STOCKHOLDER RESOLUTION REGARDING AN INDEPENDENT BOARD CHAIR POLICY

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

993

0

02-May-2022

02-May-2022

ABBVIE INC.

Security

00287Y109

Meeting Type

Annual

Ticker Symbol

ABBV

Meeting Date

06-May-2022

ISIN

US00287Y1091

Agenda

935568141 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

William H.L. Burnside

For

For

For

For

2

Thomas C. Freyman

For

For

For

For

3

Brett J. Hart

For

For

For

For

4

Edward J. Rapp

For

For

For

For

2.

Ratification of Ernst & Young LLP as AbbVie's independent registered public accounting firm for 2022

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Say on Pay - An advisory vote on the approval of executive compensation

Management

For

For

For

For

4.

Approval of a management proposal regarding amendment of the certificate of incorporation to eliminate supermajority voting

Management

For

For

For

For

5.

Stockholder Proposal - to Adopt a Policy to Require Independent Chairman

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Stockholder Proposal - to Seek Shareholder Approval of Certain Termination Pay Arrangements

Shareholder

For

Against

Against

For

Comments: We believe that the Company's compensation practices have been and will continue to be a key factor in the ability to deliver strong results. Furthermore, we believe that adopting the this proposal would put the Company at a competitive advantage in recruiting and retaining executive talent and that it is in the best interests of the  Company and its stockholders for the independent Compensation Committee to retain the flexibility to design and administer competitive compensation program. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Stockholder Proposal - to Issue a Report on Board Oversight of Competition Practices

Shareholder

Against

Against

For

For

Comments: However, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

8.

Stockholder Proposal - to Issue an Annual Report on Political Spending

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,256

0

02-May-2022

02-May-2022

COLGATE-PALMOLIVE COMPANY

Security

194162103

Meeting Type

Annual

Ticker Symbol

CL

Meeting Date

06-May-2022

ISIN

US1941621039

Agenda

935571338 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: John P. Bilbrey

Management

For

For

For

For

1b.

Election of Director: John T. Cahill

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1c.

Election of Director: Lisa M. Edwards

Management

For

For

For

For

1d.

Election of Director: C. Martin Harris

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1e.

Election of Director: Martina Hund-Mejean

Management

For

For

For

For

1f.

Election of Director: Kimberly A. Nelson

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1g.

Election of Director: Lorrie M. Norrington

Management

For

For

For

For

1h.

Election of Director: Michael B. Polk

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1i.

Election of Director: Stephen I. Sadove

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1j.

Election of Director: Noel R. Wallace

Management

For

For

For

For

2.

Ratify selection of PricewaterhouseCoopers LLP as Colgate's independent registered public accounting firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote on executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Stockholder proposal regarding shareholder ratification of termination pay.

Shareholder

For

Against

Against

For

Comments: We believe that the Company's compensation practices have been and will continue to be a key factor in the ability to deliver strong results. Furthermore, we believe that adopting the this proposal would put the Company at a competitive advantage in recruiting and retaining executive talent and that it is in the best interests of the  Company and its stockholders for the independent Compensation Committee to retain the flexibility to design and administer competitive compensation program. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Stockholder proposal regarding charitable donation disclosure.

Shareholder

Against

Against

For

For

Comments: However, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

628

0

02-May-2022

02-May-2022

CINCINNATI FINANCIAL CORPORATION

Security

172062101

Meeting Type

Annual

Ticker Symbol

CINF

Meeting Date

09-May-2022

ISIN

US1720621010

Agenda

935572049 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Thomas J. Aaron

Management

For

For

For

For

1B.

Election of Director: William F. Bahl

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1C.

Election of Director: Nancy C. Benacci

Management

For

For

For

For

1D.

Election of Director: Linda W. Clement- Holmes

Management

For

For

For

For

1E.

Election of Director: Dirk J. Debbink

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director: Steven J. Johnston

Management

For

For

For

For

1G.

Election of Director: Jill P. Meyer

Management

For

For

For

For

1H.

Election of Director: David P. Osborn

Management

For

For

For

For

1I.

Election of Director: Gretchen W. Schar

Management

For

For

��

For

For

1J.

Election of Director: Charles O. Schiff

Management

For

For

For

For

1K.

Election of Director: Douglas S. Skidmore

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of Director: John F. Steele, Jr.

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1M.

Election of Director: Larry R. Webb

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

A nonbinding proposal to approve compensation for the company's named executive officers.

Management

For

For

For

For

3.

Ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

604

0

02-May-2022

02-May-2022

3M COMPANY

Security

88579Y101

Meeting Type

Annual

Ticker Symbol

MMM

Meeting Date

10-May-2022

ISIN

US88579Y1010

Agenda

935569535 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director for a one year term: Thomas "Tony" K. Brown

Management

For

For

For

For

1B.

Election of Director for a one year term: Pamela J. Craig

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director for a one year term: David B. Dillon

Management

For

For

For

For

1D.

Election of Director for a one year term: Michael L. Eskew

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director for a one year term: James R. Fitterling

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director for a one year term: Amy E. Hood

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director for a one year term: Muhtar Kent

Management

For

For

For

For

1H.

Election of Director for a one year term: Suzan Kereere

Management

For

For

For

For

1I.

Election of Director for a one year term: Dambisa F. Moyo

Management

For

For

For

For

1J.

Election of Director for a one year term: Gregory R. Page

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1K.

Election of Director for a one year term: Michael F. Roman

Management

For

For

For

For

2.

To ratify the appointment of PricewaterhouseCoopers LLP as 3M's independent registered public accounting firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory approval of executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal on publishing a report on environmental costs.

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its environmental contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

5.

Shareholder proposal on China audit.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. Accordingly, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,373

0

04-May-2022

04-May-2022

DANAHER CORPORATION

Security

235851102

Meeting Type

Annual

Ticker Symbol

DHR

Meeting Date

10-May-2022

ISIN

US2358511028

Agenda

935575057 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Rainer M. Blair

Management

For

For

For

For

1B.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Linda Filler

Management

For

For

For

For

1C.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Teri List

Management

For

For

For

For

1D.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Walter G. Lohr, Jr.

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Jessica L. Mega, MD, MPH

Management

For

For

For

For

1F.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Mitchell P. Rales

Management

For

For

For

For

1G.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Steven M. Rales

Management

For

For

For

For

1H.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Pardis C. Sabeti, MD, D. PHIL

Management

For

For

For

For

1I.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: A. Shane Sanders

Management

For

For

For

For

1J.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: John T. Schwieters

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1K.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Alan G. Spoon

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Raymond C. Stevens, Ph.D

Management

For

For

For

For

1M.

Election of Director to hold office until the 2023 Annual Meeting of Shareholders: Elias A. Zerhouni, MD

Management

For

For

For

For

2.

To ratify the selection of Ernst & Young LLP as Danaher's independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve on an advisory basis the Company's named executive officer compensation.

Management

For

For

For

For

4.

To act upon a shareholder proposal requesting that Danaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 10%.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

911

0

03-May-2022

03-May-2022

T. ROWE PRICE GROUP, INC.

Security

74144T108

Meeting Type

Annual

Ticker Symbol

TROW

Meeting Date

10-May-2022

ISIN

US74144T1088

Agenda

935576871 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Glenn R. August

Management

For

For

For

For

1B.

Election of Director: Mark S. Bartlett

Management

For

For

For

For

1C.

Election of Director: Mary K. Bush

Management

For

For

For

For

1D.

Election of Director: Dina Dublon

Management

For

For

For

For

1E.

Election of Director: Dr. Freeman A. Hrabowski, III

Management

For

For

For

For

1F.

Election of Director: Robert F. MacLellan

Management

For

For

For

For

1G.

Election of Director: Eileen P. Rominger

Management

For

For

For

For

1H.

Election of Director: Robert W. Sharps

Management

For

For

For

For

1I.

Election of Director: Robert J. Stevens

Management

For

For

For

For

1J.

Election of Director: William J. Stromberg

Management

For

For

For

For

1K.

Election of Director: Richard R. Verma

Management

For

For

For

For

1L.

Election of Director: Sandra S. Wijnberg

Management

For

For

For

For

1M.

Election of Director: Alan D. Wilson

Management

For

For

For

For

2.

To approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers.

Management

For

For

For

For

3.

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,025

0

03-May-2022

03-May-2022

IRON MOUNTAIN INCORPORATED

Security

46284V101

Meeting Type

Annual

Ticker Symbol

IRM

Meeting Date

10-May-2022

ISIN

US46284V1017

Agenda

935578801 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director for a one year term: Jennifer Allerton

Management

For

For

For

For

1B.

Election of Director for a one year term: Pamela M. Arway

Management

For

For

For

For

1C.

Election of Director for a one year term: Clarke H. Bailey

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director for a one year term: Kent P. Dauten

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director for a one year term: Monte Ford

Management

For

For

For

For

1F.

Election of Director for a one year term: Robin L. Matlock

Management

For

For

For

For

1G.

Election of Director for a one year term: William L. Meaney

Management

For

For

For

For

1H.

Election of Director for a one year term: Wendy J. Murdock

Management

For

For

For

For

1I.

Election of Director for a one year term: Walter C. Rakowich

Management

For

For

For

For

1J.

Election of Director for a one year term: Doyle R. Simons

Management

For

For

For

For

1K.

Election of Director for a one year term: Alfred J. Verrecchia

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

The approval of a non-binding, advisory resolution approving the compensation of our named executive officers as described in the Iron Mountain Incorporated Proxy Statement.

Management

For

For

For

For

3.

The ratification of the selection by the Audit Committee of Deloitte & Touche LLP as Iron Mountain Incorporated's independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,508

0

03-May-2022

03-May-2022

CONOCOPHILLIPS

Security

20825C104

Meeting Type

Annual

Ticker Symbol

COP

Meeting Date

10-May-2022

ISIN

US20825C1045

Agenda

935579168 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Caroline Maury Devine

Management

For

For

For

For

1b.

Election of Director: Jody Freeman

Management

For

For

For

For

1c.

Election of Director: Gay Huey Evans

Management

For

For

For

For

1d.

Election of Director: Jeffrey A. Joerres

Management

For

For

For

For

1e.

Election of Director: Ryan M. Lance

Management

For

For

For

For

1f.

Election of Director: Timothy A. Leach

Management

For

For

For

For

1g.

Election of Director: William H. McRaven

Management

For

For

For

For

1h.

Election of Director: Sharmila Mulligan

Management

For

For

For

For

1i.

Election of Director: Eric D. Mullins

Management

For

For

For

For

1j.

Election of Director: Arjun N. Murti

Management

For

For

For

For

1k.

Election of Director: Robert A. Niblock

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1l.

Election of Director: David T. Seaton

Management

For

For

For

For

1m.

Election of Director: R.A. Walker

Management

For

For

For

For

2.

Proposal to ratify appointment of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Approval of Executive Compensation.

Management

For

For

For

For

4.

Adoption of Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions.

Management

For

For

For

For

5.

Advisory Vote on Right to Call Special Meeting.

Management

Against

For

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. We recommend a vote AGAINST this Proposal.

6.

Right to Call Special Meeting.

Management

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Emissions Reduction Targets.

Management

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

Report on Lobbying Activities.

Management

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,250

0

05-May-2022

05-May-2022

EVEREST RE GROUP, LTD.

Security

G3223R108

Meeting Type

Annual

Ticker Symbol

RE

Meeting Date

10-May-2022

ISIN

BMG3223R1088

Agenda

935601004 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director for a term to end in 2023: John J. Amore

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1.2

Election of Director for a term to end in 2023: Juan C. Andrade

Management

For

For

For

For

1.3

Election of Director for a term to end in 2023: William F. Galtney, Jr.

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1.4

Election of Director for a term to end in 2023: John A. Graf

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1.5

Election of Director for a term to end in 2023: Meryl Hartzband

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1.6

Election of Director for a term to end in 2023: Gerri Losquadro

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1.7

Election of Director for a term to end in 2023: Roger M. Singer

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1.8

Election of Director for a term to end in 2023: Joseph V. Taranto

Management

For

For

For

For

1.9

Election of Director for a term to end in 2023: John A. Weber

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

For the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm to act as the Company's independent auditor for 2022 and authorize the Company's Board of Directors acting through its Audit Committee to determine the independent auditor's remuneration.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

For the approval, by non-binding advisory vote, of the 2021 compensation paid to the Company's Named Executive Officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

336

0

02-May-2022

02-May-2022

SKYWORKS SOLUTIONS, INC.

Security

83088M102

Meeting Type

Annual

Ticker Symbol

SWKS

Meeting Date

11-May-2022

ISIN

US83088M1027

Agenda

935574271 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Alan S. Batey

Management

Against

For

Against

For

Comments: F21       Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

1B.

Election of Director: Kevin L. Beebe

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1C.

Election of Director: Liam K. Griffin

Management

For

For

For

For

1D.

Election of Director: Eric J. Guerin

Management

For

For

For

For

1E.

Election of Director: Christine King

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Suzanne E. McBride

Management

For

For

For

For

1G.

Election of Director: David P.McGlade

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Robert A. Schriesheim

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

To ratify the selection by the Company's Audit Committee of KPMG LLP as the independent registered public accounting firm for the Company for fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the Company's Proxy Statement.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

To approve an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company's assets, or issuance of a substantial amount of the Company's securities.

Management

For

For

For

For

5.

To approve an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to stockholder approval of a business combination with any related person.

Management

For

For

For

For

6.

To approve an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority vote provision relating to stockholder amendment of charter provisions governing directors.

Management

For

For

For

For

7.

To approve an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority vote provision relating to stockholder amendment of the charter provision governing action by stockholders.

Management

For

For

For

For

8.

To approve a stockholder proposal regarding the Company's stockholder special meeting right.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

229

0

05-May-2022

05-May-2022

AMERICAN INTERNATIONAL GROUP, INC.

Security

026874784

Meeting Type

Annual

Ticker Symbol

AIG

Meeting Date

11-May-2022

ISIN

US0268747849

Agenda

935574992 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: JAMES COLE, JR.

Management

For

For

For

For

1B.

Election of Director: W. DON CORNWELL

Management

For

For

For

For

1C.

Election of Director: WILLIAM G. JURGENSEN

Management

For

For

For

For

1D.

Election of Director: LINDA A. MILLS

Management

For

For

For

For

1E.

Election of Director: THOMAS F. MOTAMED

Management

For

For

For

For

1F.

Election of Director: PETER R. PORRINO

Management

For

For

For

For

1G.

Election of Director: JOHN G. RICE

Management

For

For

For

For

1H.

Election of Director: DOUGLAS M. STEENLAND

Management

For

For

For

For

1I.

Election of Director: THERESE M. VAUGHAN

Management

For

For

For

For

1J.

Election of Director: PETER ZAFFINO

Management

For

For

For

For

2.

Approve, on an advisory basis, the 2021 compensation of AIG's named executives.

Management

For

For

For

For

3.

Ratify the selection of PricewaterhouseCoopers LLP to serve as AIG's independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Some Concerns and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal to reduce the threshold to call special meetings from 25 percent to 10 percent.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,086

0

05-May-2022

05-May-2022

CVS HEALTH CORPORATION

Security

126650100

Meeting Type

Annual

Ticker Symbol

CVS

Meeting Date

11-May-2022

ISIN

US1266501006

Agenda

935576972 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Fernando Aguirre

Management

For

For

For

For

1B.

Election of Director: C. David Brown II

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1C.

Election of Director: Alecia A. DeCoudreaux

Management

For

For

For

For

1D.

Election of Director: Nancy-Ann M. DeParle

Management

For

For

For

For

1E.

Election of Director: Roger N. Farah

Management

For

For

For

For

1F.

Election of Director: Anne M. Finucane

Management

For

For

For

For

1G.

Election of Director: Edward J. Ludwig

Management

For

For

For

For

1H.

Election of Director: Karen S. Lynch

Management

For

For

For

For

1I.

Election of Director: Jean-Pierre Millon

Management

For

For

For

For

1J.

Election of Director: Mary L. Schapiro

Management

For

For

For

For

1K.

Election of Director: William C. Weldon

Management

For

For

For

For

2.

Ratification of the appointment of our independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Say on Pay, a proposal to approve, on an advisory basis, the Company's executive compensation.

Management

For

For

For

For

4.

Stockholder proposal for reducing our ownership threshold to request a special stockholder meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Stockholder proposal regarding our independent Board Chair.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Stockholder proposal on civil rights and non-discrimination audit focused on "non- diverse" employees.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity and to draw upon the skills, expertise and experience of its workforce. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

7.

Stockholder proposal requesting paid sick leave for all employees.

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

8.

Stockholder proposal regarding a report on the public health costs of our food business to diversified portfolios.

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,554

0

05-May-2022

05-May-2022

AMERICAN WATER WORKS COMPANY, INC.

Security

030420103

Meeting Type

Annual

Ticker Symbol

AWK

Meeting Date

11-May-2022

ISIN

US0304201033

Agenda

935578700 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Jeffrey N. Edwards

Management

For

For

For

For

1B.

Election of Director: Martha Clark Goss

Management

For

For

For

For

1C.

Election of Director: M. Susan Hardwick

Management

For

For

For

For

1D.

Election of Director: Kimberly J. Harris

Management

For

For

For

For

1E.

Election of Director: Julia L. Johnson

Management

For

For

For

For

1F.

Election of Director: Patricia L. Kampling

Management

For

For

For

For

1G.

Election of Director: Karl F. Kurz

Management

For

For

For

For

1H.

Election of Director: George MacKenzie

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: James G. Stavridis

Management

For

For

For

For

2.

Approval, on an advisory basis, of the compensation of the Company's named executive officers.

Management

For

For

For

For

3.

Ratification of the appointment, by the Audit, Finance and Risk Committee of the Board of Directors, of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal on Climate Transition Plan Reporting as described in the proxy statement.

Shareholder

For

Against

Against

For

Comments: We believe that improved transparency and accountability will enhance the Company's commitment to long-term sustainability. In accordance with Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Shareholder proposal on Racial Justice Audit as described in the proxy statement.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

811

0

08-May-2022

08-May-2022

IDEXX LABORATORIES, INC.

Security

45168D104

Meeting Type

Annual

Ticker Symbol

IDXX

Meeting Date

11-May-2022

ISIN

US45168D1046

Agenda

935579079 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director (Proposal One): Jonathan W. Ayers

Management

For

For

For

For

1B.

Election of Director (Proposal One): Stuart M. Essig, PhD

Management

For

For

For

For

1C.

Election of Director (Proposal One): Jonathan J. Mazelsky

Management

For

For

For

For

1D.

Election of Director (Proposal One): M. Anne Szostak

Management

For

For

For

For

2.

Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the current fiscal year (Proposal Two).

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote on Executive Compensation. To approve a nonbinding advisory resolution on the Company's executive compensation (Proposal Three).

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

196

0

04-May-2022

04-May-2022

DOMINION ENERGY, INC.

Security

25746U109

Meeting Type

Annual

Ticker Symbol

D

Meeting Date

11-May-2022

ISIN

US25746U1097

Agenda

935579269 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: James A. Bennett

Management

For

For

For

For

1B.

Election of Director: Robert M. Blue

Management

For

For

For

For

1C.

Election of Director: Helen E. Dragas

Management

For

For

For

For

1D.

Election of Director: James O. Ellis, Jr.

Management

For

For

For

For

1E.

Election of Director: D. Maybank Hagood

Management

For

For

For

For

1F.

Election of Director: Ronald W. Jibson

Management

For

For

For

For

1G.

Election of Director: Mark J. Kington

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: Joseph M. Rigby

Management

For

For

For

For

1I.

Election of Director: Pamela J. Royal, M.D.

Management

For

For

For

For

1J.

Election of Director: Robert H. Spilman, Jr.

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1K.

Election of Director: Susan N. Story

Management

For

For

For

For

1L.

Election of Director: Michael E. Szymanczyk

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Advisory Vote on Approval of Executive Compensation (Say on Pay)

Management

For

For

For

For

3.

Ratification of Appointment of Independent Auditor

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Management Proposal to Amend the Company's Bylaw on Shareholders' Right to Call a Special Meeting to Lower the Ownership Requirement to 15%

Management

Against

For

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. We recommend a vote AGAINST this Proposal.

5.

Shareholder Proposal Regarding the Shareholders' Right to Call a Special Meeting, Requesting the Ownership Threshold be Lowered to 10%

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Shareholder Proposal Regarding Inclusion of Medium-Term Scope 3 Targets to the Company's Net Zero Goal

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Shareholder Proposal Regarding a Report on the Risk of Natural Gas Stranded Assets

Shareholder

For

None

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,129

0

05-May-2022

05-May-2022

FORD MOTOR COMPANY

Security

345370860

Meeting Type

Annual

Ticker Symbol

F

Meeting Date

12-May-2022

ISIN

US3453708600

Agenda

935571681 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Kimberly A. Casiano

Management

For

For

For

For

1B.

Election of Director: Alexandra Ford English

Management

For

For

For

For

1C.

Election of Director: James D. Farley, Jr.

Management

For

For

For

For

1D.

Election of Director: Henry Ford III

Management

For

For

For

For

1E.

Election of Director: William Clay Ford, Jr.

Management

For

For

For

For

1F.

Election of Director: William W. Helman IV

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1G.

Election of Director: Jon M. Huntsman, Jr.

Management

For

For

For

For

1H.

Election of Director: William E. Kennard

Management

For

For

For

For

1I.

Election of Director: John C. May

Management

For

For

For

For

1J.

Election of Director: Beth E. Mooney

Management

For

For

For

For

1K.

Election of Director: Lynn Vojvodich Radakovich

Management

For

For

For

For

1L.

Election of Director: John L. Thornton

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1M.

Election of Director: John B. Veihmeyer

Management

For

For

For

For

1N.

Election of Director: John S. Weinberg

Management

For

For

For

For

2.

Ratification of Independent Registered Public Accounting Firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Say-on-Pay - An Advisory Vote to Approve the Compensation of the Named Executives.

Management

For

For

For

For

4.

Approval of the Tax Benefit Preservation Plan.

Management

For

For

For

For

5.

Relating to Consideration of a Recapitalization Plan to Provide That All of the Company's Outstanding Stock Have One Vote Per Share.

Management

For

Against

Against

For

Comments: We believe that shareholder approval is warranted. We oppose such differential voting power as it may have the effect of denying shareholders the opportunity to vote on matters of critical economic importance to them. We prefer that companies do not utilize multiple class capital structures to provide equal voting rights to all shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,540

0

08-May-2022

08-May-2022

BATH & BODY WORKS INC

Security

070830104

Meeting Type

Annual

Ticker Symbol

BBWI

Meeting Date

12-May-2022

ISIN

US0708301041

Agenda

935575134 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Patricia S. Bellinger

Management

For

For

For

For

1B.

Election of Director: Alessandro Bogliolo

Management

For

For

For

For

1C.

Election of Director: Francis A. Hondal

Management

For

For

For

For

1D.

Election of Director: Danielle M. Lee

Management

For

For

For

For

1E.

Election of Director: Michael G. Morris

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director: Sarah E. Nash

Management

For

For

For

For

1G.

Election of Director: Juan Rajlin

Management

For

For

For

For

1H.

Election of Director: Stephen D. Steinour

Management

For

For

For

For

1I.

Election of Director: J.K. Symancyk

Management

For

For

For

For

2.

Ratification of the appointment of independent registered public accountants.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve named executive officer compensation.

Management

For

For

For

For

4.

Approval of the Bath & Body Works, Inc. Associate Stock Purchase Plan.

Management

For

For

For

For

5.

Stockholder proposal to reduce the ownership threshold for calling special meetings of stockholders.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

536

0

09-May-2022

09-May-2022

VERIZON COMMUNICATIONS INC.

Security

92343V104

Meeting Type

Annual

Ticker Symbol

VZ

Meeting Date

12-May-2022

ISIN

US92343V1044

Agenda

935575704 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Shellye Archambeau

Management

For

For

For

For

1b.

Election of Director: Roxanne Austin

Management

For

For

For

For

1c.

Election of Director: Mark Bertolini

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1d.

Election of Director: Melanie Healey

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1e.

Election of Director: Laxman Narasimhan

Management

For

For

For

For

1f.

Election of Director: Clarence Otis, Jr.

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1g.

Election of Director: Daniel Schulman

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1h.

Election of Director: Rodney Slater

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1i.

Election of Director: Carol Tomé

Management

For

For

For

For

1j.

Election of Director: Hans Vestberg

Management

Against

For

Against

For

Comments: F22        Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1k.

Election of Director: Gregory Weaver

Management

For

For

For

For

2.

Advisory vote to approve executive compensation

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of appointment of independent registered public accounting firm

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Report on charitable contributions

Shareholder

Against

Against

For

For

Comments: We believe that the proposal is not necessary and is not in the best long-term interest of the Company and its shareholders. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

5.

Amend clawback policy

Shareholder

Against

Against

For

For

Comments: The determination as to whether clawback policies are satisfactory should be made by the Company in a manner consistent with its disclosure policies and procedures. We believe that the Company's existing policy strikes an appropriate balance and establishes appropriate standards for recoupment of incentive compensation while providing sufficient detail to appropriately inform and motivate employees. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Shareholder ratification of annual equity awards

Shareholder

For

Against

Against

For

Comments: We believe that the Company's compensation practices have been and will continue to be a key factor in the ability to deliver strong results. Furthermore, we believe that adopting the this proposal would put the Company at a competitive advantage in recruiting and retaining executive talent and that it is in the best interests of the  Company and its stockholders for the independent Compensation Committee to retain the flexibility to design and administer competitive compensation program. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Business operations in China

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

184

0

10-May-2022

10-May-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

5,170

0

10-May-2022

10-May-2022

INTEL CORPORATION

Security

458140100

Meeting Type

Annual

Ticker Symbol

INTC

Meeting Date

12-May-2022

ISIN

US4581401001

Agenda

935577013 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Patrick P. Gelsinger

Management

For

For

For

For

1B.

Election of Director: James J. Goetz

Management

For

For

For

For

1C.

Election of Director: Andrea J. Goldsmith

Management

For

For

For

For

1D.

Election of Director: Alyssa H. Henry

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1E.

Election of Director: Omar Ishrak

Management

Against

For

Against

For

Comments: F3        Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised. F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1F.

Election of Director: Risa Lavizzo-Mourey

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1G.

Election of Director: Tsu-Jae King Liu

Management

For

For

For

For

1H.

Election of Director: Gregory D. Smith

Management

For

For

For

For

1I.

Election of Director: Dion J. Weisler

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1J.

Election of Director: Frank D. Yeary

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve executive compensation of our listed officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of amendment and restatement of the 2006 Equity Incentive Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

5.

Stockholder proposal requesting amendment to the company's stockholder special meeting right, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Stockholder proposal requesting a third- party audit and report on whether written policies or unwritten norms at the company reinforce racism in company culture, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

5,428

0

08-May-2022

08-May-2022

SBA COMMUNICATIONS CORPORATION

Security

78410G104

Meeting Type

Annual

Ticker Symbol

SBAC

Meeting Date

12-May-2022

ISIN

US78410G1040

Agenda

935579613 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director for a three-year term expiring at the 2025 Annual Meeting: Kevin L. Beebe

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1.2

Election of Director for a three-year term expiring at the 2025 Annual Meeting: Jack Langer

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1.3

Election of Director for a three-year term expiring at the 2025 Annual Meeting: Jeffrey A. Stoops

Management

For

For

For

For

1.4

Election of Director for a term expiring at the 2024 Annual Meeting: Jay L. Johnson

Management

For

For

For

For

2.

Ratification of the appointment of Ernst & Young LLP as SBA's independent registered public accounting firm for the 2022 fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval, on an advisory basis, of the compensation of SBA's named executive officers.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

276

0

08-May-2022

08-May-2022

MASCO CORPORATION

Security

574599106

Meeting Type

Annual

Ticker Symbol

MAS

Meeting Date

12-May-2022

ISIN

US5745991068

Agenda

935587189 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Donald R. Parfet

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B.

Election of Director: Lisa A. Payne

Management

Against

For

Against

For

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1C.

Election of Director: Reginald M. Turner

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

To approve, by non-binding advisory vote, the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related materials disclosed in the Proxy Statement.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

To ratify the selection of PricewaterhouseCoopers LLP as independent auditors for the Company for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,526

0

05-May-2022

05-May-2022

WEYERHAEUSER COMPANY

Security

962166104

Meeting Type

Annual

Ticker Symbol

WY

Meeting Date

13-May-2022

ISIN

US9621661043

Agenda

935580527 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Mark A. Emmert

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1B.

Election of Director: Rick R. Holley

Management

For

For

For

For

1C.

Election of Director: Sara Grootwassink Lewis

Management

For

For

For

For

1D.

Election of Director: Deidra C. Merriwether

Management

For

For

For

For

1E.

Election of Director: Al Monaco

Management

For

For

For

For

1F.

Election of Director: Nicole W. Piasecki

Management

For

For

For

For

1G.

Election of Director: Lawrence A. Selzer

Management

For

For

For

For

1H.

Election of Director: Devin W. Stockfish

Management

For

For

For

For

1I.

Election of Director: Kim Williams

Management

For

For

For

For

2.

Approval, on an advisory basis, of the compensation of the named executive officers.

Management

For

For

For

For

3.

Approval of the Weyerhaeuser 2022 Long- Term Incentive Plan.

Management

For

For

For

For

4.

Ratification of the selection of independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,624

0

06-May-2022

06-May-2022

JPMORGAN CHASE & CO.

Security

46625H100

Meeting Type

Annual

Ticker Symbol

JPM

Meeting Date

17-May-2022

ISIN

US46625H1005

Agenda

935580515 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Linda B. Bammann

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1b.

Election of Director: Stephen B. Burke

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1c.

Election of Director: Todd A. Combs

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1d.

Election of Director: James S. Crown

Management

For

For

For

For

1e.

Election of Director: James Dimon

Management

Against

For

Against

For

Comments: F21       Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

1f.

Election of Director: Timothy P. Flynn

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1g.

Election of Director: Mellody Hobson

Management

For

For

For

For

1h.

Election of Director: Michael A. Neal

Management

For

For

For

For

1i.

Election of Director: Phebe N. Novakovic

Management

For

For

For

For

1j.

Election of Director: Virginia M. Rometty

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Advisory resolution to approve executive compensation

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of independent registered public accounting firm

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Fossil fuel financing

Shareholder

Against

Against

For

For

5.

Special shareholder meeting improvement

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Independent board chairman

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Board diversity resolution

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that the proposal would encourage good governance and enhance shareholder value by bringing together a diverse range of skills and experience necessary in building a constructive and challenging board. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

Conversion to public benefit corporation

Shareholder

Against

Against

For

For

9.

Report on setting absolute contraction targets

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

483

0

13-May-2022

13-May-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

2,260

0

13-May-2022

13-May-2022

PACKAGING CORPORATION OF AMERICA

Security

695156109

Meeting Type

Annual

Ticker Symbol

PKG

Meeting Date

17-May-2022

ISIN

US6951561090

Agenda

935582026 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Cheryl K. Beebe

Management

For

For

For

For

1B.

Election of Director: Duane C. Farrington

Management

For

For

For

For

1C.

Election of Director: Donna A. Harman

Management

For

For

For

For

1D.

Election of Director: Mark W. Kowlzan

Management

Against

For

Against

For

Comments: F21       Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

1E.

Election of Director: Robert C. Lyons

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director: Thomas P. Maurer

Management

For

For

For

For

1G.

Election of Director: Samuel M. Mencoff

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Roger B. Porter

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: Thomas S. Souleles

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director: Paul T. Stecko

Management

For

For

For

For

2.

Proposal to ratify appointment of KPMG LLP as our auditors.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Proposal to approve our executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

179

0

10-May-2022

10-May-2022

MOTOROLA SOLUTIONS, INC.

Security

620076307

Meeting Type

Annual

Ticker Symbol

MSI

Meeting Date

17-May-2022

ISIN

US6200763075

Agenda

935583117 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director for a one year term: Gregory Q. Brown

Management

For

For

For

For

1B.

Election of Director for a one year term: Kenneth D. Denman

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1C.

Election of Director for a one year term: Egon P. Durban

Management

Against

For

Against

For

Comments: F1        Over-Boarded Director Egan-Jones' Proxy Guidelines state that a director should hold no more than five other public directorships to ensure the effective and prudent exercise of their fiduciary duties as directors. F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1D.

Election of Director for a one year term: Ayanna M. Howard

Management

For

For

For

For

1E.

Election of Director for a one year term: Clayton M. Jones

Management

For

For

For

For

1F.

Election of Director for a one year term: Judy C. Lewent

Management

For

For

For

For

1G.

Election of Director for a one year term: Gregory K. Mondre

Management

For

For

For

For

1H.

Election of Director for a one year term: Joseph M. Tucci

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

2.

Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Approval of the Company's Executive Compensation.

Management

For

For

For

For

4.

Approval of the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

376

0

12-May-2022

12-May-2022

NIELSEN HOLDINGS PLC

Security

G6518L108

Meeting Type

Annual

Ticker Symbol

NLSN

Meeting Date

17-May-2022

ISIN

GB00BWFY5505

Agenda

935583143 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: James A. Attwood, Jr.

Management

For

For

For

For

1B.

Election of Director: Thomas H. Castro

Management

For

For

For

For

1C.

Election of Director: Guerrino De Luca

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1D.

Election of Director: Karen M. Hoguet

Management

For

For

For

For

1E.

Election of Director: David Kenny

Management

For

For

For

For

1F.

Election of Director: Janice Marinelli Mazza

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director: Jonathan F. Miller

Management

For

For

For

For

1H.

Election of Director: Stephanie Plaines

Management

For

For

For

For

1I.

Election of Director: Nancy Tellem

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director: Lauren Zalaznick

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To reappoint Ernst & Young LLP as our UK statutory auditor to audit our UK statutory annual accounts for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After, taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Resolution.

4.

To authorize the Audit Committee to determine the compensation of our UK statutory auditor.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After, taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Resolution.

5.

To approve on a non-binding, advisory basis the compensation of our named executive officers as disclosed in the proxy statement.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Resolution.

6.

To approve on a non-binding, advisory basis the Directors' Compensation Report for the year ended December 31, 2021.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Resolution.

7.

To authorize the Board of Directors to allot equity securities.

Management

For

For

For

For

8.

To authorize the Board of Directors to allot equity securities without rights of pre- emption.

Management

For

For

For

For

9.

To authorize the Board of Directors to allot equity securities without rights of pre- emption in connection with an acquisition or specified capital investment.

Management

For

For

For

For

10.

To approve of forms of share repurchase contracts and share repurchase counterparties.

Management

Against

For

Against

For

Comments: We note, however, that in absence of the purpose of the proposed share repurchase, we believe that approval of the proposal could be detrimental to the interests of the shareholders and could unintentionally manipulate the Company's true value. As such, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

7,426

0

10-May-2022

10-May-2022

FIRST REPUBLIC BANK

Security

33616C100

Meeting Type

Annual

Ticker Symbol

FRC

Meeting Date

17-May-2022

ISIN

US33616C1009

Agenda

935584892 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: James H. Herbert, II

Management

For

For

For

For

1B.

Election of Director: Katherine August- deWilde

Management

For

For

For

For

1C.

Election of Director: Frank J. Fahrenkopf, Jr.

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: Boris Groysberg

Management

For

For

For

For

1E.

Election of Director: Sandra R. Hernández

Management

For

For

For

For

1F.

Election of Director: Pamela J. Joyner

Management

For

For

For

For

1G.

Election of Director: Shilla Kim-Parker

Management

For

For

For

For

1H.

Election of Director: Reynold Levy

Management

For

For

For

For

1I.

Election of Director: George G.C. Parker

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1J.

Election of Director: Michael J. Roffler

Management

For

For

For

For

2.

To ratify KPMG LLP as the independent registered public accounting firm of First Republic Bank for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve the amendments to the First Republic Bank 2017 Omnibus Award Plan.

Management

For

For

For

For

4.

To approve, by advisory (non-binding) vote, the compensation of our executive officers ("say on pay") vote.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

462

0

11-May-2022

11-May-2022

THE CHARLES SCHWAB CORPORATION

Security

808513105

Meeting Type

Annual

Ticker Symbol

SCHW

Meeting Date

17-May-2022

ISIN

US8085131055

Agenda

935587836 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: John K. Adams, Jr.

Management

For

For

For

For

1B.

Election of Director: Stephen A. Ellis

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1C.

Election of Director: Brian M. Levitt

Management

For

For

For

For

1D.

Election of Director: Arun Sarin

Management

For

For

For

For

1E.

Election of Director: Charles R. Schwab

Management

For

For

For

For

1F.

Election of Director: Paula A. Sneed

Management

For

For

For

For

2.

Approval of amendments to Certificate of Incorporation and Bylaws to declassify the board of directors.

Management

For

For

For

For

3.

Ratification of the selection of Deloitte & Touche LLP as independent auditors.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Advisory vote to approve named executive officer compensation.

Management

For

For

For

For

5.

Approval of the 2022 Stock Incentive Plan.

Management

For

For

For

For

6.

Approval of the board's proposal to amend Bylaws to adopt proxy access.

Management

For

For

For

For

7.

Stockholder Proposal requesting amendment to Bylaws to adopt proxy access.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that because the board of directors serves as the representatives of shareholders, shareholders should have the right to nominate their own representatives. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

Stockholder Proposal requesting disclosure of lobbying policy, procedures and oversight; lobbying expenditures; and participation in organizations engaged in lobbying.

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,472

0

13-May-2022

13-May-2022

CHIPOTLE MEXICAN GRILL, INC.

Security

169656105

Meeting Type

Annual

Ticker Symbol

CMG

Meeting Date

18-May-2022

ISIN

US1696561059

Agenda

935581149 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Albert S. Baldocchi

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2

Matthew A. Carey

For

For

For

For

3

Gregg Engles

Withheld

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

4

Patricia Fili-Krushel

Withheld

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

5

Mauricio Gutierrez

Withheld

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

6

Robin Hickenlooper

For

For

For

For

7

Scott Maw

For

For

For

For

8

Brian Niccol

Withheld

For

Against

For

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

9

Mary Winston

For

For

For

For

2.

An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement ("say-on- pay").

Management

For

For

For

For

3.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approve the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

5.

Approve the Chipotle Mexican Grill, Inc. Employee Stock Purchase Plan.

Management

For

For

For

For

6.

Shareholder Proposal - Commission a Racial Equity Audit.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Guidelines, we recommend a vote FOR this Proposal.

7.

Shareholder Proposal - Publish Quantitative Workforce Data.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate diversity, equity, and inclusion efforts. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

165

0

16-May-2022

16-May-2022

AMERICAN TOWER CORPORATION

Security

03027X100

Meeting Type

Annual

Ticker Symbol

AMT

Meeting Date

18-May-2022

ISIN

US03027X1000

Agenda

935583080 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Thomas A. Bartlett

Management

For

For

For

For

1B.

Election of Director: Kelly C. Chambliss

Management

For

For

For

For

1C.

Election of Director: Teresa H. Clarke

Management

For

For

For

For

1D.

Election of Director: Raymond P. Dolan

Management

Against

For

Against

For

Comments: F6    Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: Kenneth R. Frank

Management

For

For

For

For

1F.

Election of Director: Robert D. Hormats

Management

For

For

For

For

1G.

Election of Director: Grace D. Lieblein

Management

For

For

For

For

1H.

Election of Director: Craig Macnab

Management

For

For

For

For

1I.

Election of Director: JoAnn A. Reed

Management

For

For

For

For

1J.

Election of Director: Pamela D.A. Reeve

Management

Against

For

Against

For

Comments: F22         Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1K.

Election of Director: David E. Sharbutt

Management

Against

For

Against

For

Comments: F6    Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of Director: Bruce L. Tanner

Management

For

For

For

For

1M.

Election of Director: Samme L. Thompson

Management

For

For

For

For

2.

To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve, on an advisory basis, the Company's executive compensation.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

420

0

12-May-2022

12-May-2022

THERMO FISHER SCIENTIFIC INC.

Security

883556102

Meeting Type

Annual

Ticker Symbol

TMO

Meeting Date

18-May-2022

ISIN

US8835561023

Agenda

935585058 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of director: Marc N. Casper

Management

For

For

For

For

1B.

Election of director: Nelson J. Chai

Management

For

For

For

For

1C.

Election of director: Ruby R. Chandy

Management

For

For

For

For

1D.

Election of director: C. Martin Harris

Management

For

For

For

For

1E.

Election of director: Tyler Jacks

Management

For

For

For

For

1F.

Election of director: R. Alexandra Keith

Management

For

For

For

For

1G.

Election of director: Jim P. Manzi

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of director: James C. Mullen

Management

For

For

For

For

1I.

Election of director: Lars R. Sorensen

Management

For

For

For

For

1J.

Election of director: Debora L. Spar

Management

For

For

For

For

1K.

Election of director: Scott M. Sperling

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of director: Dion J. Weisler

Management

For

For

For

For

2.

An advisory vote to approve named executive officer compensation.

Management

For

For

For

For

3.

Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent auditors for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

352

0

12-May-2022

12-May-2022

ADVANCED MICRO DEVICES, INC.

Security

007903107

Meeting Type

Annual

Ticker Symbol

AMD

Meeting Date

18-May-2022

ISIN

US0079031078

Agenda

935585096 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: John E. Caldwell

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1B.

Election of Director: Nora M. Denzel

Management

For

For

For

For

1C.

Election of Director: Mark Durcan

Management

For

For

For

For

1D.

Election of Director: Michael P. Gregoire

Management

For

For

For

For

1E.

Election of Director: Joseph A. Householder

Management

For

For

For

For

1F.

Election of Director: John W. Marren

Management

For

For

For

For

1G.

Election of Director: Jon A. Olson

Management

For

For

For

For

1H.

Election of Director: Lisa T. Su

Management

For

For

For

For

1I.

Election of Director: Abhi Y. Talwalkar

Management

For

For

For

For

1J.

Election of Director: Elizabeth W. Vanderslice

Management

For

For

For

For

2.

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve the executive compensation of our named executive officers.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,990

0

13-May-2022

13-May-2022

MONDELEZ INTERNATIONAL, INC.

Security

609207105

Meeting Type

Annual

Ticker Symbol

MDLZ

Meeting Date

18-May-2022

ISIN

US6092071058

Agenda

935587379 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Lewis W.K. Booth

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1B.

Election of Director: Charles E. Bunch

Management

For

For

For

For

1C.

Election of Director: Ertharin Cousin

Management

For

For

For

For

1D.

Election of Director: Lois D. Juliber

Management

For

For

For

For

1E.

Election of Director: Jorge S. Mesquita

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director: Jane Hamilton Nielsen

Management

For

For

For

For

1G.

Election of Director: Christiana S. Shi

Management

For

For

For

For

1H.

Election of Director: Patrick T. Siewert

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: Michael A. Todman

Management

For

For

For

For

1J.

Election of Director: Dirk Van de Put

Management

Against

For

Against

For

Comments: F21         Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

2.

Advisory Vote to Approve Executive Compensation.

Management

For

For

For

For

3.

Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for Fiscal Year Ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Conduct and Publish Racial Equity Audit.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Require Independent Chair of the Board.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,664

0

13-May-2022

13-May-2022

VERTEX PHARMACEUTICALS INCORPORATED

Security

92532F100

Meeting Type

Annual

Ticker Symbol

VRTX

Meeting Date

18-May-2022

ISIN

US92532F1003

Agenda

935588042 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Sangeeta Bhatia

Management

For

For

For

For

1B.

Election of Director: Lloyd Carney

Management

Against

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1C.

Election of Director: Alan Garber

Management

For

For

For

For

1D.

Election of Director: Terrence Kearney

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1E.

Election of Director: Reshma Kewalramani

Management

For

For

For

For

1F.

Election of Director: Yuchun Lee

Management

Against

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1G.

Election of Director: Jeffrey Leiden

Management

Against

For

Against

For

Comments: F22         Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1H.

Election of Director: Margaret McGlynn

Management

For

For

For

For

1I.

Election of Director: Diana McKenzie

Management

For

For

For

For

1J.

Election of Director: Bruce Sachs

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1K.

Election of Director: Suketu Upadhyay

Management

For

For

For

For

2.

Ratification of Ernst & Young LLP as independent Registered Public Accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve named executive office compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of an amendment and restatement of our 2013 Stock and Option Plan to increase the number of shares authorized for issuance under this plan by 13.5 million shares.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

129

0

13-May-2022

13-May-2022

ALIGN TECHNOLOGY, INC.

Security

016255101

Meeting Type

Annual

Ticker Symbol

ALGN

Meeting Date

18-May-2022

ISIN

US0162551016

Agenda

935590136 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Kevin J. Dallas

Management

For

For

For

For

1b.

Election of Director: Joseph M. Hogan

Management

For

For

For

For

1c.

Election of Director: Joseph Lacob

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1d.

Election of Director: C. Raymond Larkin, Jr.

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1e.

Election of Director: George J. Morrow

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1f.

Election of Director: Anne M. Myong

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1g.

Election of Director: Andrea L. Saia

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1h.

Election of Director: Greg J. Santora

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1i.

Election of Director: Susan E. Siegel

Management

For

For

For

For

1j.

Election of Director: Warren S. Thaler

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS: Proposal to ratify the appointment of PricewaterhouseCoopers LLP as Align Technology, Inc.'s independent registered public accountants for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

ADVISORY VOTE ON NAMED EXECUTIVES COMPENSATION: Consider an Advisory Vote to Approve the Compensation of our Named Executive Officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

125

0

16-May-2022

16-May-2022

HENRY SCHEIN, INC.

Security

806407102

Meeting Type

Annual

Ticker Symbol

HSIC

Meeting Date

18-May-2022

ISIN

US8064071025

Agenda

935592306 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Mohamad Ali

Management

For

For

For

For

1B.

Election of Director: Stanley M. Bergman

Management

Against

For

Against

For

Comments: F21       Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

1C.

Election of Director: James P. Breslawski

Management

For

For

For

For

1D.

Election of Director: Deborah Derby

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1E.

Election of Director: Joseph L. Herring

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Kurt P. Kuehn

Management

For

For

For

For

1G.

Election of Director: Philip A. Laskawy

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: Anne H. Margulies

Management

For

For

For

For

1I.

Election of Director: Mark E. Mlotek

Management

For

For

For

For

1J.

Election of Director: Steven Paladino

Management

For

For

For

For

1K.

Election of Director: Carol Raphael

Management

For

For

For

For

1L.

Election of Director: E. Dianne Rekow, DDS, Ph.D.

Management

For

For

For

For

1M.

Election of Director: Scott Serota

Management

For

For

For

For

1N.

Election of Director: Bradley T. Sheares, Ph.D.

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1O.

Election of Director: Reed V. Tuckson, M.D., FACP

Management

For

For

For

For

2.

Proposal to approve, by non-binding vote, the 2021 compensation paid to the Company's Named Executive Officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Proposal to ratify the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,364

0

12-May-2022

12-May-2022

NORTHROP GRUMMAN CORPORATION

��

Security

666807102

Meeting Type

Annual

Ticker Symbol

NOC

Meeting Date

18-May-2022

ISIN

US6668071029

Agenda

935592495 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Kathy J. Warden

Management

For

For

For

For

1B.

Election of Director: David P. Abney

Management

For

For

For

For

1C.

Election of Director: Marianne C. Brown

Management

For

For

For

For

1D.

Election of Director: Donald E. Felsinger

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: Ann M. Fudge

Management

For

For

For

For

1F.

Election of Director: William H. Hernandez

Management

For

For

For

For

1G.

Election of Director: Madeleine A. Kleiner

Management

For

For

For

For

1H.

Election of Director: Karl J. Krapek

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1I.

Election of Director: Graham N. Robinson

Management

For

For

For

For

1J.

Election of Director: Gary Roughead

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1K.

Election of Director: Thomas M. Schoewe

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of Director: James S. Turley

Management

For

For

For

For

1M.

Election of Director: Mark A. Welsh III

Management

For

For

For

For

2.

Proposal to approve, on an advisory basis, the compensation of the Company's Named Executive Officers.

Management

For

For

For

For

3.

Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's Independent Auditor for fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal to change the ownership threshold for shareholders to call a special meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

154

0

16-May-2022

16-May-2022

PINNACLE WEST CAPITAL CORPORATION

Security

723484101

Meeting Type

Annual

Ticker Symbol

PNW

Meeting Date

18-May-2022

ISIN

US7234841010

Agenda

935593461 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Glynis A. Bryan

For

For

For

For

2

G. A. de la Melena, Jr.

For

For

For

For

3

Richard P. Fox

Withheld

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

4

Jeffrey B. Guldner

Withheld

For

Against

For

Comments: F21        Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

5

Dale E. Klein, Ph.D.

Withheld

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

6

Kathryn L. Munro

Withheld

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

7

Bruce J. Nordstrom

Withheld

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

8

Paula J. Sims

For

For

For

For

9

William H. Spence

Withheld

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

10

James E. Trevathan, Jr.

Withheld

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

11

David P. Wagener

For

For

For

For

2.

Advisory vote to approve executive compensation as disclosed in the 2022 Proxy Statement.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratify the appointment of the independent accountant for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Some Concerns and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

A shareholder proposal asking the Company to amend its governing documents to reduce the ownership threshold to 10% to call a special shareholder meeting, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,804

0

16-May-2022

16-May-2022

FISERV, INC.

Security

337738108

Meeting Type

Annual

Ticker Symbol

FISV

Meeting Date

18-May-2022

ISIN

US3377381088

Agenda

935593788 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Frank J. Bisignano

For

For

For

For

2

Alison Davis

For

For

For

For

3

Henrique de Castro

For

For

For

For

4

Harry F. DiSimone

Withheld

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

5

Dylan G. Haggart

For

For

For

For

6

Wafaa Mamilli

For

For

For

For

7

Heidi G. Miller

For

For

For

For

8

Doyle R. Simons

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

9

Kevin M. Warren

Withheld

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

To approve, on an advisory basis, the compensation of the named executive officers of Fiserv, Inc.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal requesting the board seek shareholder approval of senior manager severance and termination payments.

Shareholder

For

Against

Against

For

Comments: We believe that the Company's compensation practices have been and will continue to be a key factor in the ability to deliver strong results. Furthermore, we believe that adopting the this proposal would put the Company at a competitive advantage in recruiting and retaining executive talent and that it is in the best interests of the  Company and its stockholders for the independent Compensation Committee to retain the flexibility to design and administer competitive compensation program. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

878

0

16-May-2022

16-May-2022

ROSS STORES, INC.

Security

778296103

Meeting Type

Annual

Ticker Symbol

ROST

Meeting Date

18-May-2022

ISIN

US7782961038

Agenda

935593853 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A)

Election of Director: K. Gunnar Bjorklund

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1B)

Election of Director: Michael J. Bush

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C)

Election of Director: Sharon D. Garrett

Management

For

For

For

For

1D)

Election of Director: Michael J. Hartshorn

Management

For

For

For

For

1E)

Election of Director: Stephen D. Milligan

Management

For

For

For

For

1F)

Election of Director: Patricia H. Mueller

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G)

Election of Director: George P. Orban

Management

For

For

For

For

1H)

Election of Director: Larree M. Renda

Management

For

For

For

For

1I)

Election of Director: Barbara Rentler

Management

For

For

For

For

1J)

Election of Director: Doniel N. Sutton

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2)

Advisory vote to approve the resolution on the compensation of the named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3)

To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2023.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

622

0

12-May-2022

12-May-2022

QUEST DIAGNOSTICS INCORPORATED

Security

74834L100

Meeting Type

Annual

Ticker Symbol

DGX

Meeting Date

18-May-2022

ISIN

US74834L1008

Agenda

935621107 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director: Tracey C. Doi

Management

For

For

For

For

1.2

Election of Director: Vicky B. Gregg

Management

For

For

For

For

1.3

Election of Director: Wright L. Lassiter III

Management

For

For

For

For

1.4

Election of Director: Timothy L. Main

Management

For

For

For

For

1.5

Election of Director: Denise M. Morrison

Management

For

For

For

For

1.6

Election of Director: Gary M. Pfeiffer

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1.7

Election of Director: Timothy M. Ring

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1.8

Election of Director: Stephen H. Rusckowski

Management

Against

For

Against

For

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1.9

Election of Director: Gail R. Wilensky

Management

For

For

For

For

2.

An advisory resolution to approve the executive officer compensation disclosed in the Company's 2022 proxy statement

Management

For

For

For

For

3.

Ratification of the appointment of our independent registered public accounting firm for 2022

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

To adopt an amendment to the Company's Certificate of Incorporation to allow stockholders to act by non-unanimous written consent

Management

For

For

For

For

5.

To adopt an amendment to the Company's Certificate of Incorporation to permit stockholders holding 15% or more of the Company's common stock to request that the Company call a special meeting of stockholders

Management

Against

For

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. We recommend a vote AGAINST this Proposal.

6.

Stockholder proposal regarding the right to call a special meeting of stockholders

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

755

0

16-May-2022

16-May-2022

AT&T INC.

Security

00206R102

Meeting Type

Annual

Ticker Symbol

T

Meeting Date

19-May-2022

ISIN

US00206R1023

Agenda

935579409 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Samuel A. Di Piazza, Jr.

Management

For

For

For

For

1B.

Election of Director: Scott T. Ford

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Glenn H. Hutchins

Management

For

For

For

For

1D.

Election of Director: William E. Kennard

Management

Against

For

Against

For

Comments: F3        Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised. F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1E.

Election of Director: Debra L. Lee

Management

For

For

For

For

1F.

Election of Director: Stephen J. Luczo

Management

For

For

For

For

1G.

Election of Director: Michael B. McCallister

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Beth E. Mooney

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: Matthew K. Rose

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1J.

Election of Director: John T. Stankey

Management

For

For

For

For

1K.

Election of Director: Cynthia B. Taylor

Management

For

For

For

For

1L.

Election of Director: Luis A. Ubiñas

Management

For

For

For

For

1M.

Election of Director: Geoffrey Y. Yang

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Ratification of the appointment of independent auditors

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory approval of executive compensation

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Improve executive compensation program

Shareholder

For

Against

Against

For

Comments: We believe that pay ratio is material to shareholders as this would provide a valuable additional metric for evaluating and voting on executive compensation practices and Say-on-Pay proxy proposals. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy  Guidelines, we recommend a vote FOR this Proposal.

5.

Independent board chairman

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Political congruency report

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

7.

Civil rights and non-discrimination audit

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

10,745

0

16-May-2022

16-May-2022

CROWN CASTLE INTERNATIONAL CORP.

Security

22822V101

Meeting Type

Annual

Ticker Symbol

CCI

Meeting Date

19-May-2022

ISIN

US22822V1017

Agenda

935580793 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: P. Robert Bartolo

Management

For

For

For

For

1B.

Election of Director: Jay A. Brown

Management

For

For

For

For

1C.

Election of Director: Cindy Christy

Management

For

For

For

For

1D.

Election of Director: Ari Q. Fitzgerald

Management

For

For

For

For

1E.

Election of Director: Andrea J. Goldsmith

Management

For

For

For

For

1F.

Election of Director: Tammy K. Jones

Management

For

For

For

For

1G.

Election of Director: Anthony J. Melone

Management

For

For

For

For

1H.

Election of Director: W. Benjamin Moreland

Management

For

For

For

For

1I.

Election of Director: Kevin A. Stephens

Management

For

For

For

For

1J.

Election of Director: Matthew Thornton, III

Management

For

For

For

For

2.

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

The proposal to approve the Company's 2022 Long-Term Incentive Plan.

Management

For

For

For

For

4.

The amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock.

Management

For

For

For

For

5.

The non-binding, advisory vote to approve the compensation of the Company's named executive officers.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,111

0

17-May-2022

17-May-2022

THE HOME DEPOT, INC.

Security

437076102

Meeting Type

Annual

Ticker Symbol

HD

Meeting Date

19-May-2022

ISIN

US4370761029

Agenda

935581290 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Gerard J. Arpey

Management

For

For

For

For

1B.

Election of Director: Ari Bousbib

Management

For

For

For

For

1C.

Election of Director: Jeffery H. Boyd

Management

For

For

For

For

1D.

Election of Director: Gregory D. Brenneman

Management

For

For

For

For

1E.

Election of Director: J. Frank Brown

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1F.

Election of Director: Albert P. Carey

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1G.

Election of Director: Edward P. Decker

Management

For

For

For

For

1H.

Election of Director: Linda R. Gooden

Management

For

For

For

For

1I.

Election of Director: Wayne M. Hewett

Management

For

For

For

For

1J.

Election of Director: Manuel Kadre

Management

For

For

For

For

1K.

Election of Director: Stephanie C. Linnartz

Management

For

For

For

For

1L.

Election of Director: Craig A. Menear

Management

For

For

For

For

1M.

Election of Director: Paula Santilli

Management

For

For

For

For

1N.

Election of Director: Caryn Seidman-Becker

Management

For

For

For

For

2.

Ratification of the Appointment of KPMG LLP

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote to Approve Executive Compensation ("Say-on-Pay")

Management

For

For

For

For

4.

Approval of the Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022

Management

For

For

For

For

5.

Shareholder Proposal to Reduce the Threshold to Call Special Shareholder Meetings to 10% of Outstanding Shares

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal

6.

Shareholder Proposal Regarding Independent Board Chair

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Shareholder Proposal Regarding Political Contributions Congruency Analysis

Shareholder

Against

Against

For

For

8.

Shareholder Proposal Regarding Report on Gender and Racial Equity on the Board of Directors

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that the proposal would encourage good governance and enhance shareholder value by bringing together a diverse range of skills and experience necessary in building a constructive and challenging board. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

9.

Shareholder Proposal Regarding Report on Deforestation

Shareholder

For

Against

Against

For

Comments: We believe that failure to adopt and implement policies that mitigate risk exposures to deforestation and the degradation of primary forests in its supply chains may subject the company to significant systemic and company-specific risks. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy  Guidelines, we recommend a vote FOR this Proposal.

10.

Shareholder Proposal Regarding Racial Equity Audit

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

188

0

17-May-2022

17-May-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,000

0

17-May-2022

17-May-2022

NEXTERA ENERGY, INC.

Security

65339F101

Meeting Type

Annual

Ticker Symbol

NEE

Meeting Date

19-May-2022

ISIN

US65339F1012

Agenda

935583092 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Sherry S. Barrat

Management

For

For

For

For

1B.

Election of Director: James L. Camaren

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1C.

Election of Director: Kenneth B. Dunn

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: Naren K. Gursahaney

Management

For

For

For

For

1E.

Election of Director: Kirk S. Hachigian

Management

For

For

For

For

1F.

Election of Director: John W. Ketchum

Management

For

For

For

For

1G.

Election of Director: Amy B. Lane

Management

For

For

For

For

1H.

Election of Director: David L. Porges

Management

For

For

For

For

1I.

Election of Director: James L. Robo

Management

Against

For

Against

For

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1J.

Election of Director: Rudy E. Schupp

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1K.

Election of Director: John L. Skolds

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of Director: John Arthur Stall

Management

For

For

For

For

1M.

Election of Director: Darryl L. Wilson

Management

For

For

For

For

2.

Ratification of appointment of Deloitte & Touche LLP as NextEra Energy's independent registered public accounting firm for 2022

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval, by non-binding advisory vote, of NextEra Energy's compensation of its named executive officers as disclosed in the proxy statement

Management

For

For

For

For

4.

A proposal entitled "Board Matrix" to request disclosure of a Board skills matrix

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that the proposal would encourage good governance and enhance shareholder value by bringing together a diverse range of skills and experience necessary in building a constructive and challenging board. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

A proposal entitled "Diversity Data Reporting" to request quantitative employee diversity data

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that the proposal would encourage good governance and enhance shareholder value by bringing together a diverse range of skills and experience necessary in building a constructive and challenging workforce. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,268

0

17-May-2022

17-May-2022

CHUBB LIMITED

Security

H1467J104

Meeting Type

Annual

Ticker Symbol

CB

Meeting Date

19-May-2022

ISIN

CH0044328745

Agenda

935586101 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1

Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2021

Management

For

For

For

For

2A

Allocation of disposable profit

Management

For

For

For

For

2B

Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)

Management

For

For

For

For

3

Discharge of the Board of Directors

Management

For

For

For

For

4A

Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4B

Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4C

Election of BDO AG (Zurich) as special audit firm

Management

For

For

For

For

5A

Election of Director: Evan G. Greenberg

Management

Against

For

Against

For

Comments: Combined CEO and Board Chair positions and the Company earns a board score of Some Concerns Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

5B

Election of Director: Michael P. Connors

Management

Against

For

Against

For

Comments: Affiliated Outside director serving as a member of the Compensation and Nominating Committees According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, with the exception of diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

5C

Election of Director: Michael G. Atieh

Management

For

For

For

For

5D

Election of Director: Kathy Bonanno

Management

For

For

For

For

5E

Election of Director: Sheila P. Burke

Management

For

For

For

For

5F

Election of Director: Mary Cirillo

Management

For

For

For

For

5G

Election of Director: Robert J. Hugin

Management

For

For

For

For

5H

Election of Director: Robert W. Scully

Management

For

For

For

For

5I

Election of Director: Theodore E. Shasta

Management

Against

For

Against

For

Comments: Affiliated Outside director serving as a member of the Audit Committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, with the exception of diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

5J

Election of Director: David H. Sidwell

Management

For

For

For

For

5K

Election of Director: Olivier Steimer

Management

For

For

For

For

5L

Election of Director: Luis Téllez

Management

For

For

For

For

5M

Election of Director: Frances F. Townsend

Management

For

For

For

For

6

Election of Evan G. Greenberg as Chairman of the Board of Directors

Management

Against

For

Against

For

Comments: Combined CEO and Board Chair positions and the Company earns a board score of Some Concerns Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability

7A

Election of Director of the Compensation Committee: Michael P. Connors

Management

Against

For

Against

For

Comments: Affiliated Outside director serving as a member of the Compensation and Nominating Committees According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, with the exception of diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

7B

Election of Director of the Compensation Committee: Mary Cirillo

Management

For

For

For

For

7C

Election of Director of the Compensation Committee: Frances F. Townsend

Management

For

For

For

For

8

Election of Homburger AG as independent proxy

Management

For

For

For

For

9

Amendment to the Articles of Association relating to authorized share capital for general purposes

Management

For

For

For

For

10

Reduction of share capital

Management

For

For

For

For

11A

Compensation of the Board of Directors until the next annual general meeting

Management

For

For

For

For

11B

Compensation of Executive Management for the next calendar year

Management

For

For

For

For

12

Advisory vote to approve executive compensation under U.S. securities law requirements

Management

For

For

For

For

13

Shareholder proposal regarding a policy restricting underwriting of new fossil fuel supplies

Shareholder

Against

Against

For

For

Comments: We do not believe that the expenditure of the additional human and financial resources that would be required to adopt this proposal would be a necessary or prudent use of Company and shareholder assets. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan- Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

14

Shareholder proposal regarding a report on greenhouse gas emissions

Shareholder

For

Against

Against

For

Comments: Acknowledging climate change as an inevitable factor, and recognizing the need to adapt, involves bold decisions by business. Therefore, we believe that companies should review how climate change impacts the economy and portfolio companies and evaluate how shareholder resolutions on climate change may impact long-term shareholder value as it votes proxies.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

A

If a new agenda item or a new proposal for an existing agenda item is put before the meeting, I/we hereby authorize and instruct the independent proxy to vote as follows.

Management

Against

For

Against

For

Comments: We do not recommend that shareholders approve in advance matters of which they have no knowledge. Accordingly, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

996

0

16-May-2022

16-May-2022

SYNCHRONY FINANCIAL

Security

87165B103

Meeting Type

Annual

Ticker Symbol

SYF

Meeting Date

19-May-2022

ISIN

US87165B1035

Agenda

935586935 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Margaret M. Keane

Management

For

For

For

For

1B.

Election of Director: Fernando Aguirre

Management

For

For

For

For

1C.

Election of Director: Paget L. Alves

Management

For

For

For

For

1D.

Election of Director: Kamila Chytil

Management

For

For

For

For

1E.

Election of Director: Arthur W. Coviello, Jr.

Management

For

For

For

For

1F.

Election of Director: Brian D. Doubles

Management

For

For

For

For

1G.

Election of Director: William W. Graylin

Management

For

For

For

For

1H.

Election of Director: Roy A. Guthrie

Management

For

For

For

For

1I.

Election of Director: Jeffrey G. Naylor

Management

For

For

For

For

1J.

Election of Director: Bill Parker

Management

For

For

For

For

1K.

Election of Director: Laurel J. Richie

Management

For

For

For

For

1L.

Election of Director: Ellen M. Zane

Management

For

For

For

For

2.

Advisory Vote to Approve Named Executive Officer Compensation

Management

For

For

For

For

3.

Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2022

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

932

0

16-May-2022

16-May-2022

OTIS WORLDWIDE CORPORATION

Security

68902V107

Meeting Type

Annual

Ticker Symbol

OTIS

Meeting Date

19-May-2022

ISIN

US68902V1070

Agenda

935586973 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Jeffrey H. Black

Management

For

For

For

For

1B.

Election of Director: Kathy Hopinkah Hannan

Management

For

For

For

For

1C.

Election of Director: Shailesh G. Jejurikar

Management

For

For

For

For

1D.

Election of Director: Christopher J. Kearney

Management

For

For

For

For

1E.

Election of Director: Judith F. Marks

Management

For

For

For

For

1F.

Election of Director: Harold W. McGraw III

Management

For

For

For

For

1G.

Election of Director: Margaret M. V. Preston

Management

For

For

For

For

1H.

Election of Director: Shelley Stewart, Jr.

Management

For

For

For

For

1I.

Election of Director: John H. Walker

Management

For

For

For

For

2.

Advisory Vote to Approve Executive Compensation.

Management

For

For

For

For

3.

Appoint PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2022.

Management

For

For

For

For

4.

Shareholder Proposal to eliminate the one- year ownership requirement to call a special shareholders meeting, if properly presented.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

514

0

17-May-2022

17-May-2022

ALTRIA GROUP, INC.

Security

02209S103

Meeting Type

Annual

Ticker Symbol

MO

Meeting Date

19-May-2022

ISIN

US02209S1033

Agenda

935588472 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Ian L.T. Clarke

Management

For

For

For

For

1B.

Election of Director: Marjorie M. Connelly

Management

For

For

For

For

1C.

Election of Director: R. Matt Davis

Management

For

For

For

For

1D.

Election of Director: William F. Gifford, Jr.

Management

For

For

For

For

1E.

Election of Director: Debra J. Kelly-Ennis

Management

For

For

For

For

1F.

Election of Director: W. Leo Kiely III

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1G.

Election of Director: Kathryn B. McQuade

Management

For

For

For

For

1H.

Election of Director: George Muñoz

Management

For

For

For

For

1I.

Election of Director: Nabil Y. Sakkab

Management

For

For

For

For

1J.

Election of Director: Virginia E. Shanks

Management

For

For

For

For

1K.

Election of Director: Ellen R. Strahlman

Management

For

For

For

For

1L.

Election of Director: M. Max Yzaguirre

Management

For

For

For

For

2.

Ratification of the Selection of Independent Registered Public Accounting Firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Non-Binding Advisory Vote to Approve the Compensation of Altria's Named Executive Officers.

Management

For

For

For

For

4.

Shareholder Proposal - Commission a Civil Rights Equity Audit.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,912

0

16-May-2022

16-May-2022

DEXCOM, INC.

Security

252131107

Meeting Type

Annual

Ticker Symbol

DXCM

Meeting Date

19-May-2022

ISIN

US2521311074

Agenda

935593651 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Class II Director to hold office until our 2023 Annual Meeting: Steven R. Altman

Management

For

For

For

For

1.2

Election of Class II Director to hold office until our 2023 Annual Meeting: Barbara E. Kahn

Management

For

For

For

For

1.3

Election of Class II Director to hold office until our 2023 Annual Meeting: Kyle Malady

Management

For

For

For

For

1.4

Election of Class II Director to hold office until our 2023 Annual Meeting: Jay S. Skyler, MD, MACP

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

To ratify the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To hold a non-binding vote on an advisory resolution to approve executive compensation.

Management

For

For

For

For

4.

To approve the amendment and restatement of our Restated Certificate of Incorporation to (i) effect a 4:1 forward split of our Common Stock (the "Forward Stock Split") and (ii) increase the number of shares of authorized Common Stock to effectuate the Forward Stock Split.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

188

0

17-May-2022

17-May-2022

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Security

874054109

Meeting Type

Special

Ticker Symbol

TTWO

Meeting Date

19-May-2022

ISIN

US8740541094

Agenda

935610988 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

Approval of the issuance of shares of Take- Two common stock in connection with the combination contemplated by the Agreement and Plan of Merger, dated January 9, 2022, among Take-Two, Zebra MS I, Inc., Zebra MS II, Inc. and Zynga, as the same may be amended from time to time.

Management

For

For

For

For

2.

Approval and adoption of an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Company capital stock from 205,000,000 to 305,000,000, of which 300,000,000 shares will be common stock and 5,000,000 shares will be preferred stock.

Management

For

For

For

For

3.

Approval of the adjournment of the Company's special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Company's special meeting to approve proposals 1 and 2.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

433

0

17-May-2022

17-May-2022

HILTON WORLDWIDE HOLDINGS INC.

Security

43300A203

Meeting Type

Annual

Ticker Symbol

HLT

Meeting Date

20-May-2022

ISIN

US43300A2033

Agenda

935591304 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Christopher J. Nassetta

Management

For

For

For

For

1B.

Election of Director: Jonathan D. Gray

Management

For

For

For

For

1C.

Election of Director: Charlene T. Begley

Management

For

For

For

For

1D.

Election of Director: Chris Carr

Management

For

For

For

For

1E.

Election of Director: Melanie L. Healey

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Raymond E. Mabus, Jr.

Management

For

For

For

For

1G.

Election of Director: Judith A. McHale

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Elizabeth A. Smith

Management

For

For

For

For

1I.

Election of Director: Douglas M. Steenland

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor rating and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval, in a non-binding advisory vote, of the compensation paid to the Company's named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,353

0

17-May-2022

17-May-2022

MERCK & CO., INC.

Security

58933Y105

Meeting Type

Annual

Ticker Symbol

MRK

Meeting Date

24-May-2022

ISIN

US58933Y1055

Agenda

935591570 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Douglas M. Baker, Jr.

Management

For

For

For

For

1B.

Election of Director: Mary Ellen Coe

Management

For

For

For

For

1C.

Election of Director: Pamela J. Craig

Management

For

For

For

For

1D.

Election of Director: Robert M. Davis

Management

For

For

For

For

1E.

Election of Director: Kenneth C. Frazier

Management

For

For

For

For

1F.

Election of Director: Thomas H. Glocer

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director: Risa J. Lavizzo- Mourey, M.D.

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Stephen L. Mayo, Ph.D.

Management

For

For

For

For

1I.

Election of Director: Paul B. Rothman, M.D.

Management

For

For

For

For

1J.

Election of Director: Patricia F. Russo

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1K.

Election of Director: Christine E. Seidman, M.D.

Management

For

For

For

For

1L.

Election of Director: Inge G. Thulin

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1M.

Election of Director: Kathy J. Warden

Management

For

For

For

For

1N.

Election of Director: Peter C. Wendell

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Non-binding advisory vote to approve the compensation of our named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of the appointment of the Company's independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal regarding an independent board chairman.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Shareholder proposal regarding access to COVID-19 products.

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this shareholder proposal is not advisable and is not in the best interests of the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Shareholder proposal regarding lobbying expenditure disclosure.

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,775

0

18-May-2022

18-May-2022

PIONEER NATURAL RESOURCES COMPANY

Security

723787107

Meeting Type

Annual

Ticker Symbol

PXD

Meeting Date

25-May-2022

ISIN

US7237871071

Agenda

935593500 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: A.R. Alameddine

Management

For

For

For

For

1B.

Election of Director: Lori G. Billingsley

Management

For

For

For

For

1C.

Election of Director: Edison C. Buchanan

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1D.

Election of Director: Maria S. Dreyfus

Management

For

For

For

For

1E.

Election of Director: Matthew M. Gallagher

Management

For

For

For

For

1F.

Election of Director: Phillip A. Gobe

Management

For

For

For

For

1G.

Election of Director: Stacy P. Methvin

Management

For

For

For

For

1H.

Election of Director: Royce W. Mitchell

Management

For

For

For

For

1I.

Election of Director: Frank A. Risch

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1J.

Election of Director: Scott D. Sheffield

Management

For

For

For

For

1K.

Election of Director: J. Kenneth Thompson

Management

Against

For

Against

For

Comments: F3        Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised. F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of Director: Phoebe A. Wood

Management

For

For

For

For

2.

RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

235

0

23-May-2022

23-May-2022

FIDELITY NAT'L INFORMATION SERVICES,INC.

Security

31620M106

Meeting Type

Annual

Ticker Symbol

FIS

Meeting Date

25-May-2022

ISIN

US31620M1062

Agenda

935601042 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Ellen R. Alemany

Management

For

For

For

For

1B.

Election of Director: Vijay D'Silva

Management

For

For

For

For

1C.

Election of Director: Jeffrey A. Goldstein

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1D.

Election of Director: Lisa A. Hook

Management

For

For

For

For

1E.

Election of Director: Keith W. Hughes

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1F.

Election of Director: Kenneth T. Lamneck

Management

For

For

For

For

1G.

Election of Director: Gary L. Lauer

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1H.

Election of Director: Gary A. Norcross

Management

For

For

For

For

1I.

Election of Director: Louise M. Parent

Management

For

For

For

For

1J.

Election of Director: Brian T. Shea

Management

For

For

For

For

1K.

Election of Director: James B. Stallings, Jr.

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1L.

Election of Director: Jeffrey E. Stiefler

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

2.

Advisory vote on Fidelity National Information Services, Inc. executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

4.

To approve the Fidelity National Information Services, Inc. Employee Stock Purchase Plan.

Management

For

For

For

For

5.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

946

0

24-May-2022

24-May-2022

META PLATFORMS, INC.

Security

30303M102

Meeting Type

Annual

Ticker Symbol

FB

Meeting Date

25-May-2022

ISIN

US30303M1027

Agenda

935601559 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Peggy Alford

For

For

For

For

2

Marc L. Andreessen

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

3

Andrew W. Houston

For

For

For

For

4

Nancy Killefer

For

For

For

For

5

Robert M. Kimmitt

For

For

For

For

6

Sheryl K. Sandberg

For

For

For

For

7

Tracey T. Travis

For

For

For

For

8

Tony Xu

For

For

For

For

9

Mark Zuckerberg

Withheld

For

Against

For

Comments: F21       Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability. F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

2.

To ratify the appointment of Ernst & Young LLP as Meta Platforms, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve, on a non-binding advisory basis, the compensation program for Meta Platforms, Inc.'s named executive officers as disclosed in Meta Platforms, Inc.'s proxy statement.

Management

For

For

For

For

4.

A shareholder proposal regarding dual class capital structure.

Shareholder

For

Against

Against

For

5.

A shareholder proposal regarding an independent chair.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

A shareholder proposal regarding concealment clauses.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

7.

A shareholder proposal regarding report on external costs of misinformation.

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal is in the best interests of the Company and its shareholders. We recommend a vote FOR this Proposal.

8.

A shareholder proposal regarding report on community standards enforcement.

Shareholder

For

Against

Against

For

Comments: Given the Company's failure to mitigate the material risks of dangerous and criminal behavior, terrorist content, hate speech, and misinformation on its sites, we believe that approval of this proposal is in the best interests of the Company and its stakeholders. As such, we recommend a vote FOR this Proposal.

9.

A shareholder proposal regarding report and advisory vote on the metaverse.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

10.

A shareholder proposal regarding human rights impact assessment.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

11.

A shareholder proposal regarding child sexual exploitation online.

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will enable the Company to gather adequate information on the risks brought by the increasing sexual exploitation of children online, and therefore use such information in addressing the operational and reputational impacts not only within the Company, but also in the communities it serves. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

12.

A shareholder proposal regarding civil rights and non-discrimination audit.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

13.

A shareholder proposal regarding report on lobbying.

Shareholder

Against

Against

For

For

14.

A shareholder proposal regarding assessment of audit & risk oversight committee.

Shareholder

For

Against

Against

For

Comments: We believe that human rights issues are needed to be escalated at the board level to ensure proper accountability and oversight. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy  Guidelines, we recommend a vote FOR this Proposal.

15.

A shareholder proposal regarding report on charitable donations.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

564

0

23-May-2022

23-May-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,980

0

23-May-2022

23-May-2022

THE TRAVELERS COMPANIES, INC.

Security

89417E109

Meeting Type

Annual

Ticker Symbol

TRV

Meeting Date

25-May-2022

ISIN

US89417E1091

Agenda

935603490 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Alan L. Beller

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1B.

Election of Director: Janet M. Dolan

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1C.

Election of Director: Patricia L. Higgins

Management

For

For

For

For

1D.

Election of Director: William J. Kane

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: Thomas B. Leonardi

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Clarence Otis Jr.

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1G.

Election of Director: Elizabeth E. Robinson

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1H.

Election of Director: Philip T. Ruegger III

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: Rafael Santana

Management

For

For

For

For

1J.

Election of Director: Todd C. Schermerhorn

Management

For

For

For

For

1K.

Election of Director: Alan D. Schnitzer

Management

For

For

For

For

1L.

Election of Director: Laurie J. Thomsen

Management

For

For

For

For

1M.

Election of Director: Bridget van Kralingen

Management

For

For

For

For

2.

Ratification of the appointment of KPMG LLP as The Travelers Companies, Inc.'s independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Non-binding vote to approve executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal relating to additional disclosure of lobbying, if presented at the Annual Meeting of Shareholders.

Shareholder

Against

Against

For

For

5.

Shareholder proposal relating to the issuance of a report on GHG emissions, if presented at the Annual Meeting of Shareholders.

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Shareholder proposal relating to policies regarding fossil fuel supplies, if presented at the Annual Meeting of Shareholders.

Shareholder

Against

Against

For

For

7.

Shareholder proposal relating to conducting a racial equity audit, if presented at the Annual Meeting of Shareholders.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

8.

Shareholder proposal relating to the issuance of a report on insuring law enforcement, if presented at the Annual Meeting of Shareholders.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. Accordingly, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

768

0

23-May-2022

23-May-2022

CHEVRON CORPORATION

Security

166764100

Meeting Type

Annual

Ticker Symbol

CVX

Meeting Date

25-May-2022

ISIN

US1667641005

Agenda

935603882 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Wanda M. Austin

Management

For

For

For

For

1B.

Election of Director: John B. Frank

Management

For

For

For

For

1C.

Election of Director: Alice P. Gast

Management

For

For

For

For

1D.

Election of Director: Enrique Hernandez, Jr.

Management

For

For

For

For

1E.

Election of Director: Marillyn A. Hewson

Management

For

For

For

For

1F.

Election of Director: Jon M. Huntsman Jr.

Management

For

For

For

For

1G.

Election of Director: Charles W. Moorman

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: Dambisa F. Moyo

Management

For

For

For

For

1I.

Election of Director: Debra Reed-Klages

Management

For

For

For

For

1J.

Election of Director: Ronald D. Sugar

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1K.

Election of Director: D. James Umpleby III

Management

For

For

For

For

1L.

Election of Director: Michael K. Wirth

Management

For

For

For

For

2.

Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote to Approve Named Executive Officer Compensation

Management

For

For

For

For

4.

Approve the 2022 Long-Term Incentive Plan of Chevron Corporation

Management

For

For

For

For

5.

Adopt Medium- and Long-Term GHG Reduction Targets

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Report on Impacts of Net Zero 2050 Scenario

Shareholder

For

Against

Against

For

Comments: We believe that improved transparency and accountability will enhance the Company's commitment to long-term sustainability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Report on Reliability of Methane Emission Disclosures

Management

For

For

For

For

8.

Report on Business with Conflict-Complicit Governments

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

9.

Report on Racial Equity Audit

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

10.

Special Meetings

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,271

0

23-May-2022

23-May-2022

EXXON MOBIL CORPORATION

Security

30231G102

Meeting Type

Annual

Ticker Symbol

XOM

Meeting Date

25-May-2022

ISIN

US30231G1022

Agenda

935604214 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Michael J. Angelakis

Management

For

For

For

For

1B.

Election of Director: Susan K. Avery

Management

For

For

For

For

1C.

Election of Director: Angela F. Braly

Management

For

For

For

For

1D.

Election of Director: Ursula M. Burns

Management

For

For

For

For

1E.

Election of Director: Gregory J. Goff

Management

For

For

For

For

1F.

Election of Director: Kaisa H. Hietala

Management

For

For

For

For

1G.

Election of Director: Joseph L. Hooley

Management

For

For

For

For

1H.

Election of Director: Steven A. Kandarian

Management

For

For

For

For

1I.

Election of Director: Alexander A. Karsner

Management

For

For

For

For

1J.

Election of Director: Jeffrey W. Ubben

Management

For

For

For

For

1K.

Election of Director: Darren W. Woods

Management

For

For

For

For

2.

Ratification of Independent Auditors

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote to Approve Executive Compensation

Management

For

For

For

For

4.

Remove Executive Perquisites

Shareholder

Against

Against

For

For

Comments: We believe that it is the benefit of the Company to retain flexibility with respect to executive compensation, rather than commit to arbitrary principles which could place the Company at a competitive disadvantage in recruiting and retaining top talent. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

5.

Limit Shareholder Rights for Proposal Submission

Shareholder

Against

Against

For

For

Comments: However, we believe that the shareholder proposal is unnecessary. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Reduce Company Emissions and Hydrocarbon Sales

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Report on Low Carbon Business Planning

Shareholder

For

Against

Against

For

Comments: We believe that the report on climate change and business model will develop new methods that can be applied globally when sufficient observations exist. Acknowledging climate change as an inevitable factor, and recognizing the need to adapt, involves bold decisions by business. In accordance with Egan-Jones Guidelines, we recommend a vote FOR this Proposal.

8.

Report on Scenario Analysis

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. In accordance with Egan- Jones' Guidelines, we recommend a vote FOR this Proposal.

9.

Report on Plastic Production

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

10.

Report on Political Contributions

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,310

0

23-May-2022

23-May-2022

VERISK ANALYTICS, INC.

Security

92345Y106

Meeting Type

Annual

Ticker Symbol

VRSK

Meeting Date

25-May-2022

ISIN

US92345Y1064

Agenda

935604480 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Jeffrey Dailey

Management

For

For

For

For

1B.

Election of Director: Constantine P. Iordanou

Management

For

For

For

For

1C.

Election of Director: Wendy Lane

Management

For

For

For

For

1D.

Election of Director: Lee M. Shavel

Management

For

For

For

For

1E.

Election of Director: Kimberly S. Stevenson

Management

For

For

For

For

2.

To approve the Board Declassification Amendment

Management

For

For

For

For

3.

To approve executive compensation on an advisory, non-binding basis.

Management

For

For

For

For

4.

To ratify the appointment of Deloitte & Touche LLP as our independent auditor for the 2022 fiscal year.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

189

0

24-May-2022

24-May-2022

BLACKROCK, INC.

Security

09247X101

Meeting Type

Annual

Ticker Symbol

BLK

Meeting Date

25-May-2022

ISIN

US09247X1019

Agenda

935606890 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Bader M. Alsaad

Management

For

For

For

For

1B.

Election of Director: Pamela Daley

Management

For

For

For

For

1C.

Election of Director: Laurence D. Fink

Management

For

For

For

For

1D.

Election of Director: Beth Ford

Management

For

For

For

For

1E.

Election of Director: William E. Ford

Management

Against

For

Against

For

Comments: F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1F.

Election of Director: Fabrizio Freda

Management

For

For

For

For

1G.

Election of Director: Murry S. Gerber

Management

Against

For

Against

For

Comments: F6    Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1H.

Election of Director: Margaret "Peggy" L. Johnson

Management

Against

For

Against

For

Comments: F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1I.

Election of Director: Robert S. Kapito

Management

For

For

For

For

1J.

Election of Director: Cheryl D. Mills

Management

Against

For

Against

For

Comments: F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1K.

Election of Director: Gordon M. Nixon

Management

Against

For

Against

For

Comments: F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1L.

Election of Director: Kristin C. Peck

Management

For

For

For

For

1M.

Election of Director: Charles H. Robbins

Management

For

For

For

For

1N.

Election of Director: Marco Antonio Slim Domit

Management

Against

For

Against

For

Comments: F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1O.

Election of Director: Hans E. Vestberg

Management

For

For

For

For

1P.

Election of Director: Susan L. Wagner

Management

For

For

For

For

1Q.

Election of Director: Mark Wilson

Management

For

For

For

For

2.

Approval, in a non-binding advisory vote, of the compensation for named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of the appointment of Deloitte LLP as BlackRock's independent registered public accounting firm for the fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder Proposal - Adopt stewardship policies designed to curtail corporate activities that externalize social and environmental costs.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

194

0

23-May-2022

23-May-2022

AMAZON.COM, INC.

Security

023135106

Meeting Type

Annual

Ticker Symbol

AMZN

Meeting Date

25-May-2022

ISIN

US0231351067

Agenda

935609288 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Jeffrey P. Bezos

Management

For

For

For

For

1b.

Election of Director: Andrew R. Jassy

Management

For

For

For

For

1c.

Election of Director: Keith B. Alexander

Management

For

For

For

For

1d.

Election of Director: Edith W. Cooper

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1e.

Election of Director: Jamie S. Gorelick

Management

For

For

For

For

1f.

Election of Director: Daniel P. Huttenlocher

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1g.

Election of Director: Judith A. McGrath

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1h.

Election of Director: Indra K. Nooyi

Management

For

For

For

For

1i.

Election of Director: Jonathan J. Rubinstein

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1j.

Election of Director: Patricia Q. Stonesifer

Management

For

For

For

For

1k.

Election of Director: Wendell P. Weeks

Management

For

For

For

For

2.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A 20- FOR-1 SPLIT OF THE COMPANY'S COMMON STOCK AND A PROPORTIONATE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

Management

For

For

For

For

5.

SHAREHOLDER PROPOSAL REQUESTING A REPORT ON RETIREMENT PLAN OPTIONS

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal will align the interests of the Company's employees with its climate action goals. We recommend a vote FOR this Proposal.

6.

SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER DUE DILIGENCE

Shareholder

For

Against

Against

For

Comments: After evaluating the provisions and tenets of the proposal, we determined that the proposed resolution contemplated thereby is advisable, substantively and procedurally fair to, and in the best interests of Company and its shareholders. We recommend a vote FOR this Proposal.

7.

SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVE DIRECTOR CANDIDATE POLICY

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will provide a more meaningful way of electing directors. We recommend a vote FOR this Proposal.

8.

SHAREHOLDER PROPOSAL REQUESTING A REPORT ON PACKAGING MATERIALS

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

9.

SHAREHOLDER PROPOSAL REQUESTING A REPORT ON WORKER HEALTH AND SAFETY DIFFERENCES

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity and to draw upon the skills, expertise and experience of its workforce. As such, ensuring proper health and safety practices in workplace is in the best interests of the Company and its shareholders. In accordance with Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal

10.

SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON RISKS ASSOCIATED WITH THE USE OF CERTAIN CONTRACT CLAUSES

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

11.

SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CHARITABLE CONTRIBUTIONS

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its charitable contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

12.

SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE TAX REPORTING

Shareholder

Against

Against

For

For

Comments: We believe, that the adoption of this proposal is not critical to the Company's long-term success and the enhancement of shareholder value. As such, in accordance with Egan-Jones Proxy Guidelines, we recommend a vote AGAINST this Proposal.

13.

SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON FREEDOM OF ASSOCIATION

Shareholder

For

Against

Against

For

Comments: We believe that improved transparency and accountability will enhance the Company's commitment to long-term sustainability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

14.

SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON LOBBYING

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

15.

SHAREHOLDER PROPOSAL REQUESTING A POLICY REQUIRING MORE DIRECTOR CANDIDATES THAN BOARD SEATS

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal is in the best interests of the Company and its shareholders. We recommend a vote FOR this Proposal.

16.

SHAREHOLDER PROPOSAL REQUESTING A REPORT ON WAREHOUSE WORKING CONDITIONS

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

17.

SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON GENDER/RACIAL PAY

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal is necessary and warranted in the Company. Pay disparities by gender in companies, in our view, could bring operational risks and reputational damage that is detrimental to shareholder value. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

18.

SHAREHOLDER PROPOSAL REQUESTING A DIVERSITY AND EQUITY AUDIT

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

19.

SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER USE OF CERTAIN TECHNOLOGIES

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will enable the Company to extend its efforts in mitigating the risks of hate crimes on the Company's brand and reputation.  After reviewing the tenets of the proposal and in accordance to Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

118

0

23-May-2022

23-May-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

400

0

23-May-2022

23-May-2022

MORGAN STANLEY

Security

617446448

Meeting Type

Annual

Ticker Symbol

MS

Meeting Date

26-May-2022

ISIN

US6174464486

Agenda

935584878 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Alistair Darling

Management

For

For

For

For

1B.

Election of Director: Thomas H. Glocer

Management

For

For

For

For

1C.

Election of Director: James P. Gorman

Management

For

For

For

For

1D.

Election of Director: Robert H. Herz

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1E.

Election of Director: Erika H. James

Management

For

For

For

For

1F.

Election of Director: Hironori Kamezawa

Management

For

For

For

For

1G.

Election of Director: Shelley B. Leibowitz

Management

For

For

For

For

1H.

Election of Director: Stephen J. Luczo

Management

For

For

For

For

1I.

Election of Director: Jami Miscik

Management

For

For

For

For

1J.

Election of Director: Masato Miyachi

Management

For

For

For

For

1K.

Election of Director: Dennis M. Nally

Management

For

For

For

For

1L.

Election of Director: Mary L. Schapiro

Management

For

For

For

For

1M.

Election of Director: Perry M. Traquina

Management

For

For

For

For

1N.

Election of Director: Rayford Wilkins, Jr.

Management

For

For

For

For

2.

To ratify the appointment of Deloitte & Touche LLP as independent auditor

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve the compensation of executives as disclosed in the proxy statement (non- binding advisory vote)

Management

For

For

For

For

4.

Shareholder proposal requesting adoption of a policy to cease financing new fossil fuel development

Shareholder

Against

Against

For

For

Comments: After evaluating the provisions and tenets of the proposal, we determined that the proposed resolution contemplated thereby is not advisable and is not in the best interests of Company and its shareholders. We recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,690

0

24-May-2022

24-May-2022

DUPONT DE NEMOURS, INC.

Security

26614N102

Meeting Type

Annual

Ticker Symbol

DD

Meeting Date

26-May-2022

ISIN

US26614N1028

Agenda

935594449 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Amy G. Brady

Management

For

For

For

For

1B.

Election of Director: Edward D. Breen

Management

Against

For

Against

For

Comments: F4          Over-Boarded (Board Chair and CEO) Egan-Jones' Proxy Guidelines state that neither Chairman nor CEO, being the most critical roles in a company, should hold more than one other public directorship to ensure the valuable and prudent exercise of their fiduciary duties and that their integrity and efficiency are not compromised, whether the positions are separate or combined.

1C.

Election of Director: Ruby R. Chandy

Management

For

For

For

For

1D.

Election of Director: Terrence R. Curtin

Management

For

For

For

For

1E.

Election of Director: Alexander M. Cutler

Management

For

For

For

For

1F.

Election of Director: Eleuthère I. du Pont

Management

Against

For

Against

For

Comments: F10        Affiliation - Ex-Officio - Member of a Key Board Committee According to Egan-Jones' Proxy Guidelines a director who serves on the Company board in an ex-officio capacity is considered affiliated. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1G.

Election of Director: Kristina M. Johnson

Management

For

For

For

For

1H.

Election of Director: Luther C. Kissam

Management

For

For

For

For

1I.

Election of Director: Frederick M. Lowery

Management

For

For

For

For

1J.

Election of Director: Raymond J. Milchovich

Management

For

For

For

For

1K.

Election of Director: Deanna M. Mulligan

Management

For

For

For

For

1L.

Election of Director: Steven M. Sterin

Management

For

For

For

For

2.

Advisory Resolution to Approve Executive Compensation

Management

For

For

For

For

3.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022

Management

For

For

For

For

4.

Independent Board Chair

Shareholder

For

Against

Against

For

Comments: We have determined that it is a positive corporate governance measure to allow the stockholders to have the ability to take action by written consent, if such written consent or consents sets forth the action to be taken and is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the matter were present and voted. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,944

0

20-May-2022

20-May-2022

CERNER CORPORATION

Security

156782104

Meeting Type

Annual

Ticker Symbol

CERN

Meeting Date

26-May-2022

ISIN

US1567821046

Agenda

935595198 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Mitchell E. Daniels, Jr.

Management

For

For

For

For

1B.

Election of Director: Elder Granger, M.D.

Management

For

For

For

For

1C.

Election of Director: John J. Greisch

Management

For

For

For

For

1D.

Election of Director: Melinda J. Mount

Management

For

For

For

For

1E.

Election of Director: George A. Riedel

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1F.

Election of Director: R. Halsey Wise

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

2.

Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of Cerner Corporation for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval, on an advisory basis, of the compensation of our Named Executive Officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4A.

Approval of the proposed amendments to our Third Restated Certificate of Incorporation, as amended (the "Certificate"), to remove the supermajority voting standards for certain business combination transactions with interested stockholders.

Management

For

For

For

For

4B.

Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal any provision of the Bylaws.

Management

For

For

For

For

4C.

Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal certain provisions of the Certificate.

Management

For

For

For

For

4D.

Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to remove a director with cause.

Management

For

For

For

For

5.

Approval of an amendment and restatement of the Cerner Corporation 2011 Omnibus Equity Incentive Plan to increase the number of authorized shares and the plan's term.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

6.

Shareholder proposal requesting amendment to the Company's governing documents to give shareholders the right to call a special shareholder meeting.

Shareholder

For

Against

Against

For

Comments: We do not believe it is appropriate to enable holders of at least 10% or more of the common stock to have an unlimited ability to call special meetings for any purpose at any time. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

622

0

25-May-2022

25-May-2022

MCDONALD'S CORPORATION

Security

580135101

Meeting Type

Contested-Annual

Ticker Symbol

MCD

Meeting Date

26-May-2022

ISIN

US5801351017

Agenda

935606965 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Lloyd Dean

For

For

For

For

2

Robert Eckert

For

For

For

For

3

Catherine Engelbert

For

For

For

For

4

Margaret Georgiadis

For

For

For

For

5

Enrique Hernandez, Jr.

For

For

For

For

6

Christopher Kempczinski

For

For

For

For

7

Richard Lenny

For

For

For

For

8

John Mulligan

For

For

For

For

9

Sheila Penrose

For

For

For

For

10

John Rogers, Jr.

For

For

For

For

11

Paul Walsh

For

For

For

For

12

Miles White

For

For

For

For

2.

Advisory vote to approve executive compensation.

Management

For

For

For

For

3.

Advisory vote to ratify the appointment of Ernst & Young LLP as independent auditor for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Advisory vote on a shareholder proposal requesting to modify the threshold to call special shareholders' meetings, if properly presented.

Shareholder

For

Against

Against

For

Comments: We do not believe it is appropriate to enable holders of at least 10% or more of the common stock to have an unlimited ability to call special meetings for any purpose at any time. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Advisory vote on a shareholder proposal requesting a report on reducing plastics use, if properly presented.

Shareholder

Against

Against

For

For

6.

Advisory vote on a shareholder proposal requesting a report on antibiotics and public health costs, if properly presented.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Advisory vote on a shareholder proposal requesting disclosure regarding confinement stall use in the Company's U.S. pork supply chain, if properly presented.

Shareholder

Against

Against

For

For

8.

Advisory vote on a shareholder proposal requesting a third party civil rights audit, if properly presented.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

9.

Advisory vote on a shareholder proposal requesting a report on lobbying activities and expenditures, if properly presented.

Shareholder

Against

Against

For

For

10.

Advisory vote on a shareholder proposal requesting a report on global public policy and political influence, if properly presented.

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

813

0

24-May-2022

24-May-2022

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

813

0

24-May-2022

24-May-2022

MCDONALD'S CORPORATION

Security

580135101

Meeting Type

Contested-Annual

Ticker Symbol

MCD

Meeting Date

26-May-2022

ISIN

US5801351017

Agenda

935625751 - Opposition

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Leslie Samuelrich

For

None

2

Maisie Lucia Ganzler

For

None

3

MGT NOM: Lloyd Dean

For

None

4

MGT NOM: Robert Eckert

For

None

5

MGT NOM: C. Engelbert

For

None

6

MGT NOM: M. Georgiadis

For

None

7

MGT NOM: E Hernandez Jr

For

None

8

MGT NOM: C. Kempczinski

For

None

9

MGT NOM: John Mulligan

For

None

10

MGT NOM: John Rogers Jr

For

None

11

MGT NOM: Paul Walsh

For

None

12

MGT NOM: Miles White

For

None

2.

Advisory vote to approve the Company's executive compensation.

Management

Against

None

3.

Advisory vote to approve the appointment of Ernst & Young LLP as the Company's independent auditor for 2022.

Management

For

None

4.

Advisory vote on a shareholder proposal requesting to modify the threshold to call special shareholders' meetings, if properly presented.

Shareholder

For

None

5.

Advisory vote on a shareholder proposal requesting a report on reducing plastics use, if properly presented.

Shareholder

For

None

6.

Advisory vote on a shareholder proposal requesting a report on antibiotics and public health costs, if properly presented.

Shareholder

For

None

7.

Advisory vote on a shareholder proposal requesting disclosure regarding confinement stall use in the Company's U.S. pork supply chain, if properly presented.

Shareholder

For

None

8.

Advisory vote on a shareholder proposal requesting a third- party civil rights audit, if properly presented.

Shareholder

For

None

9.

Advisory vote on a shareholder proposal requesting a report on lobbying activities and expenditures, if properly presented.

Shareholder

For

None

10.

Advisory vote on a shareholder proposal requesting a report on global public policy and political influence, if properly presented.

Shareholder

For

None

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

813

0

LOWE'S COMPANIES, INC.

Security

548661107

Meeting Type

Annual

Ticker Symbol

LOW

Meeting Date

27-May-2022

ISIN

US5486611073

Agenda

935607210 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Raul Alvarez

For

For

For

For

2

David H. Batchelder

For

For

For

For

3

Sandra B. Cochran

For

For

For

For

4

Laurie Z. Douglas

For

For

For

For

5

Richard W. Dreiling

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

6

Marvin R. Ellison

For

For

For

For

7

Daniel J. Heinrich

For

For

For

For

8

Brian C. Rogers

For

For

For

For

9

Bertram L. Scott

For

For

For

For

10

Colleen Taylor

For

For

For

For

11

Mary Beth West

For

For

For

For

2.

Advisory vote to approve the Company's named executive officer compensation in fiscal 2021.

Management

For

For

For

For

3.

Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of the Amended and Restated Lowe's Companies, Inc. 2006 Long Term Incentive Plan.

Management

For

For

For

For

5.

Shareholder proposal requesting a report on median and adjusted pay gaps across race and gender.

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal is necessary and warranted in the Company. Pay disparities by gender in companies, in our view, could bring operational risks and reputational damage that is detrimental to shareholder value. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

6.

Shareholder proposal regarding amending the Company's proxy access bylaw to remove shareholder aggregation limits.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that because the board of directors serves as the representatives of shareholders, shareholders should have the right to nominate their own representatives. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

Shareholder proposal requesting a report on risks of state policies restricting reproductive health care.

Shareholder

Against

Against

For

For

Comments: We believe however that the proposal does not contribute to the common benefit of shareholders or to the enhancement of corporate value. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

8.

Shareholder proposal requesting a civil rights and non- discrimination audit and report.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

9.

Shareholder proposal requesting a report on risks from worker misclassification by certain Company vendors.

Shareholder

For

Against

Against

For

Comments: We believe that the adoption of a more comprehensive human rights policy, coupled with implementation, enforcement, independent monitoring, and transparent, comprehensive reporting will assure shareholders of the Company's global leadership. We recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,022

0

24-May-2022

24-May-2022

WALMART INC.

Security

931142103

Meeting Type

Annual

Ticker Symbol

WMT

Meeting Date

01-Jun-2022

ISIN

US9311421039

Agenda

935613491 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Cesar Conde

Management

For

For

For

For

1b.

Election of Director: Timothy P. Flynn

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1c.

Election of Director: Sarah J. Friar

Management

For

For

For

For

1d.

Election of Director: Carla A. Harris

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1e.

Election of Director: Thomas W. Horton

Management

For

For

For

For

1f.

Election of Director: Marissa A. Mayer

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1g.

Election of Director: C. Douglas McMillon

Management

For

For

For

For

1h.

Election of Director: Gregory B. Penner

Management

Against

For

Against

For

��

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1i.

Election of Director: Randall L. Stephenson

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1j.

Election of Director: S. Robson Walton

Management

For

For

For

For

1k.

Election of Director: Steuart L. Walton

Management

For

For

For

For

2.

Advisory Vote to Approve Named Executive Officer Compensation

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of Ernst & Young LLP as Independent Accountants

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Report on Animal Welfare Practices

Shareholder

Against

Against

For

For

5.

Create a Pandemic Workforce Advisory Council

Shareholder

Against

Against

For

For

6.

Report on Impacts of Reproductive Healthcare Legislation

Shareholder

Against

Against

For

For

7.

Report on Alignment of Racial Justice Goals and Starting Wages

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal is necessary and warranted in the Company. Pay disparities in companies, in our view, could bring operational risks and reputational damage that is detrimental to shareholder value. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

8.

Civil Rights and Non-Discrimination Audit

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

9.

Report on Charitable Donation Disclosures

Shareholder

Against

Against

For

For

Comments: I

10.

Report on Lobbying Disclosures

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,645

0

31-May-2022

31-May-2022

COMCAST CORPORATION

Security

20030N101

Meeting Type

Annual

Ticker Symbol

CMCSA

Meeting Date

01-Jun-2022

ISIN

US20030N1019

Agenda

935613693 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Kenneth J. Bacon

For

For

For

For

2

Madeline S. Bell

For

For

For

For

3

Edward D. Breen

Withheld

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

4

Gerald L. Hassell

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

5

Jeffrey A. Honickman

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

6

Maritza G. Montiel

For

For

For

For

7

Asuka Nakahara

For

For

For

For

8

David C. Novak

Withheld

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

9

Brian L. Roberts

Withheld

For

Against

For

Comments: F21       Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability. F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

2.

Advisory vote on executive compensation

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of the appointment of our independent auditors

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

To report on charitable donations

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its charitable contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

5.

To perform independent racial equity audit

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

6.

To report on risks of omitting "viewpoint" and "ideology" from EEO policy

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will enable the Company to avoid legal and reputational risk arising from harassment and discrimination. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

To conduct and publicly release the results of an independent investigation into the effectiveness of sexual harassment policies

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will enable the Company to avoid legal and reputational risk arising from harassment and discrimination. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

To report on how retirement plan options align with company climate goals

Shareholder

For

Against

Against

For

Comments: After evaluating the provisions and tenets of the proposal, we determined that the proposed resolution contemplated thereby is advisable, substantively and procedurally fair to, and in the best interests of Company and its shareholders. We recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

212

0

31-May-2022

31-May-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

4,980

0

31-May-2022

31-May-2022

ALPHABET INC.

Security

02079K305

Meeting Type

Annual

Ticker Symbol

GOOGL

Meeting Date

01-Jun-2022

ISIN

US02079K3059

Agenda

935618578 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Larry Page

Management

For

For

For

For

1b.

Election of Director: Sergey Brin

Management

For

For

For

For

1c.

Election of Director: Sundar Pichai

Management

For

For

For

For

1d.

Election of Director: John L. Hennessy

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1e.

Election of Director: Frances H. Arnold

Management

For

For

For

For

1f.

Election of Director: L. John Doerr

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1g.

Election of Director: Roger W. Ferguson Jr.

Management

For

For

For

For

1h.

Election of Director: Ann Mather

Management

For

For

For

For

1i.

Election of Director: K. Ram Shriram

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1j.

Election of Director: Robin L. Washington

Management

Against

For

Against

For

Comments: F20       Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

2.

Ratification of the appointment of Ernst & Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

The amendment of Alphabet's 2021 Stock Plan to increase the share reserve by 4,000,000 shares of Class C capital stock.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

4.

The amendment of Alphabet's Amended and Restated Certificate of Incorporation to increase the number of authorized shares.

Management

For

For

For

For

5.

A stockholder proposal regarding a lobbying report, if properly presented at the meeting.

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

A stockholder proposal regarding a climate lobbying report, if properly presented at the meeting.

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

7.

A stockholder proposal regarding a report on physical risks of climate change, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

A stockholder proposal regarding a report on water management risks, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

9.

A stockholder proposal regarding a racial equity audit, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that a company's success depends upon its ability to embrace diversity. As such, we believe that adoption of this proposal is in the best interests of the Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

10.

A stockholder proposal regarding a report on concealment clauses, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

11.

A stockholder proposal regarding equal shareholder voting, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that shareholder approval is warranted. We oppose such differential voting power as it may have the effect of denying shareholders the opportunity to vote on matters of critical economic importance to them. We prefer that companies do not utilize multiple class capital structures to provide equal voting rights to all shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

12.

A stockholder proposal regarding a report on government takedown requests, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that improved transparency and accountability is needed to meet the company's long-term responsibility to its many investors. We believe that the preparation of the report will allow the Company to evaluate its activities related to political advertising and potential censorship issues, and at the same time assess the operational, reputational, and social implications of such to the Company.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

13.

A stockholder proposal regarding a human rights assessment of data center siting, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that the adoption of a more comprehensive human rights policy, coupled with implementation, enforcement, independent monitoring, and transparent, comprehensive reporting will assure shareholders of the Company's global leadership. We recommend a vote FOR this Proposal.

14.

A stockholder proposal regarding a report on data collection, privacy, and security, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

15.

A stockholder proposal regarding algorithm disclosures, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

16.

A stockholder proposal regarding misinformation and disinformation, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

17.

A stockholder proposal regarding a report on external costs of disinformation, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

18.

A stockholder proposal regarding a report on board diversity, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. We believe that the proposal would encourage good governance and enhance shareholder value by bringing together a diverse range of skills and experience necessary in building a constructive and challenging board. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

19.

A stockholder proposal regarding the establishment of an environmental sustainability board committee, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that environmental issues are needed to be escalated at the board level to ensure proper accountability and oversight. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

20.

A stockholder proposal regarding a policy on non-management employee representative director, if properly presented at the meeting.

Shareholder

Against

Against

For

For

Comments: We believe that the proposal is not necessary and is not in the best long-term interest of the Company and its shareholders. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

21.

A stockholder proposal regarding a report on policies regarding military and militarized policing agencies, if properly presented at the meeting.

Shareholder

Against

Against

For

For

Comments: We do not believe that the review and report requested by this proposal are warranted or that the report would be informative to shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

72

0

29-May-2022

29-May-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

380

0

29-May-2022

29-May-2022

NXP SEMICONDUCTORS NV.

Security

N6596X109

Meeting Type

Annual

Ticker Symbol

NXPI

Meeting Date

01-Jun-2022

ISIN

NL0009538784

Agenda

935648545 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

Adoption of the 2021 Statutory Annual Accounts

Management

For

For

For

For

2.

Discharge of the members of the Board for their responsibilities in the financial year ended December 31, 2021

Management

For

For

For

For

3a.

Re-appoint Kurt Sievers as executive director

Management

For

For

For

For

3b.

Re-appoint Sir Peter Bonfield as non- executive director

Management

Against

For

Against

For

Comments: F3          Over-Boarded (Board Chair) According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board and the creation of the conditions necessary for overall board and individual director effectiveness, should hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised.

3c.

Re-appoint Annette Clayton as non- executive director

Management

For

For

For

For

3d.

Re-appoint Anthony Foxx as non-executive director

Management

For

For

For

For

3e.

Appoint Chunyuan Gu as non-executive director

Management

For

For

For

For

3f.

Re-appoint Lena Olving as non-executive director

Management

For

For

For

For

3g.

Re-appoint Julie Southern as non-executive director

Management

For

For

For

For

3h.

Re-appoint Jasmin Staiblin as non- executive director

Management

For

For

For

For

3i.

Re-appoint Gregory Summe as non- executive director

Management

For

For

For

For

3j.

Re-appoint Karl-Henrik Sundström as non- executive director

Management

For

For

For

For

4.

Authorization of the Board to issue ordinary shares of the Company and grant rights to acquire ordinary shares

Management

For

For

For

For

5.

Authorization of the Board to restrict or exclude pre-emption rights accruing in connection with an issue of shares or grant of rights

Management

For

For

For

For

6.

Authorization of the Board to repurchase ordinary shares

Management

For

For

For

For

7.

Authorization of the Board to cancel ordinary shares held or to be acquired by the Company

Management

For

For

For

For

8.

Non-binding, advisory approval of the Named Executive Officers' compensation

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

610

0

31-May-2022

31-May-2022

ALLEGION PLC

Security

G0176J109

Meeting Type

Annual

Ticker Symbol

ALLE

Meeting Date

02-Jun-2022

ISIN

IE00BFRT3W74

Agenda

935609365 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Kirk S. Hachigian

Management

For

For

For

For

1B.

Election of Director: Steven C. Mizell

Management

For

For

For

For

1C.

Election of Director: Nicole Parent Haughey

Management

For

For

For

For

1D.

Election of Director: Lauren B. Peters

Management

For

For

For

For

1E.

Election of Director: David D. Petratis

Management

Against

For

Against

For

Comments: F22     Chairman of the Board and the Company Earns a Cyber Security Risk Rating of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Rating. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1F.

Election of Director: Dean I. Schaffer

Management

For

For

For

For

1G.

Election of Director: Dev Vardhan

Management

For

For

For

For

1H.

Election of Director: Martin E. Welch III

Management

For

For

For

For

2.

Advisory approval of the compensation of the Company's named executive officers.

Management

For

For

For

For

3.

Approval of the appointment of PricewaterhouseCoopers as independent auditors of the Company and authorize the Audit and Finance Committee of the Board of Directors to set the auditors' remuneration.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After, taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Resolution.

4.

Approval of renewal of the Board of Directors' existing authority to issue shares.

Management

For

For

For

For

5.

Approval of renewal of the Board of Directors' existing authority to issue shares for cash without first offering shares to existing shareholders (Special Resolution).

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

439

0

27-May-2022

27-May-2022

PAYPAL HOLDINGS, INC.

Security

70450Y103

Meeting Type

Annual

Ticker Symbol

PYPL

Meeting Date

02-Jun-2022

ISIN

US70450Y1038

Agenda

935613744 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Rodney C. Adkins

Management

For

For

For

For

1b.

Election of Director: Jonathan Christodoro

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1c.

Election of Director: John J. Donahoe

Management

For

For

For

For

1d.

Election of Director: David W. Dorman

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1e.

Election of Director: Belinda J. Johnson

Management

For

For

For

For

1f.

Election of Director: Enrique Lores

Management

For

For

For

For

1g.

Election of Director: Gail J. McGovern

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1h.

Election of Director: Deborah M. Messemer

Management

For

For

For

For

1i.

Election of Director: David M. Moffett

Management

For

For

For

For

1j.

Election of Director: Ann M. Sarnoff

Management

For

For

For

For

1k.

Election of Director: Daniel H. Schulman

Management

For

For

For

For

1l.

Election of Director: Frank D. Yeary

Management

For

For

For

For

2.

Advisory Vote to Approve Named Executive Officer Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote on the Frequency of the Stockholder Advisory Vote to Approve Named Executive Officer Compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

Stockholder Proposal - Special Shareholder Meeting Improvement.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,352

0

01-Jun-2022

01-Jun-2022

NVIDIA CORPORATION

Security

67066G104

Meeting Type

Annual

Ticker Symbol

NVDA

Meeting Date

02-Jun-2022

ISIN

US67066G1040

Agenda

935618299 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Robert K. Burgess

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1B.

Election of Director: Tench Coxe

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1C.

Election of Director: John O. Dabiri

Management

Against

For

Against

For

Comments: F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1D.

Election of Director: Persis S. Drell

Management

For

For

For

For

1E.

Election of Director: Jen-Hsun Huang

Management

For

For

For

For

1F.

Election of Director: Dawn Hudson

Management

Against

For

Against

For

Comments: F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1G.

Election of Director: Harvey C. Jones

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F20         Member of the Compensation Committee and the Company's SOP Fails Egan-Jones Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1H.

Election of Director: Michael G. McCaffery

Management

For

For

For

For

1I.

Election of Director: Stephen C. Neal

Management

For

For

For

For

1J.

Election of Director: Mark L. Perry

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1K.

Election of Director: A. Brooke Seawell

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1L.

Election of Director: Aarti Shah

Management

For

For

For

For

1M.

Election of Director: Mark A. Stevens

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Advisory approval of our executive compensation.

Management

For

For

For

For

3.

Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of an amendment to our charter to increase the number of authorized shares of common stock from 4 billion to 8 billion shares.

Management

For

For

For

For

5.

Approval of an amendment and restatement of our Amended and Restated 2007 Equity Incentive Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

947

0

30-May-2022

30-May-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

2,280

0

30-May-2022

30-May-2022

NETFLIX, INC.

Security

64110L106

Meeting Type

Annual

Ticker Symbol

NFLX

Meeting Date

02-Jun-2022

ISIN

US64110L1061

Agenda

935620422 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Class II director to hold office until the 2025 Annual Meeting of Stockholders: Timothy Haley

Management

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1b.

Election of Class II director to hold office until the 2025 Annual Meeting of Stockholders: Leslie Kilgore

Management

For

For

For

For

1c.

Election of Class II director to hold office until the 2025 Annual Meeting of Stockholders: Strive Masiyiwa

Management

For

For

For

For

1d.

Election of Class II director to hold office until the 2025 Annual Meeting of Stockholders: Ann Mather

Management

For

For

For

For

2.

Management Proposal: Declassification of the Board of Directors.

Management

For

For

For

For

3.

Management Proposal: Elimination of Supermajority Voting Provisions.

Management

For

For

For

For

4.

Management Proposal: Creation of a New Stockholder Right to Call a Special Meeting.

Management

Against

For

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the proposal, we recommend a vote AGAINST this Proposal.

5.

Ratification of Appointment of Independent Registered Public Accounting Firm.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

6.

Advisory Approval of Executive Officer Compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

7.

Stockholder Proposal entitled, "Proposal 7 - Simple Majority Vote," if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: In accordance with the Egan-Jones' Proxy Guidelines, we believe that the advantages of eliminating supermajority provisions outweigh the benefits of maintaining it as a voting standard. We believe that a simple majority vote will strengthen the Company's corporate governance practice. Contrary to supermajority voting, a simple majority standard will give the shareholders equal and fair representation in the Company by limiting the power of shareholders who own a large stake in the entity, therefore, paving way for a more meaningful voting outcome. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

8.

Stockholder Proposal entitled, "Proposal 8 - Lobbying Activity Report," if properly presented at the meeting.

Management

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

491

0

31-May-2022

31-May-2022

DIGITAL REALTY TRUST, INC.

Security

253868103

Meeting Type

Annual

Ticker Symbol

DLR

Meeting Date

03-Jun-2022

ISIN

US2538681030

Agenda

935614621 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Laurence A. Chapman

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1b.

Election of Director: Alexis Black Bjorlin

Management

For

For

For

For

1c.

Election of Director: VeraLinn Jamieson

Management

For

For

For

For

1d.

Election of Director: Kevin J. Kennedy

Management

For

For

For

For

1e.

Election of Director: William G. LaPerch

Management

For

For

For

For

1f.

Election of Director: Jean F.H.P. Mandeville

Management

For

For

For

For

1g.

Election of Director: Afshin Mohebbi

Management

For

For

For

For

1h.

Election of Director: Mark R. Patterson

Management

For

For

For

For

1i.

Election of Director: Mary Hogan Preusse

Management

For

For

For

For

1j.

Election of Director: Dennis E. Singleton

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1k.

Election of Director: A. William Stein

Management

For

For

For

For

2.

To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as more fully described in the accompanying Proxy Statement (say on pay).

Management

For

For

For

For

4.

A stockholder proposal regarding reporting on concealment clauses.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the transparency shareholders need to evaluate such activities. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

460

0

01-Jun-2022

01-Jun-2022

UnitedHealth Group

Security

91324P102

Meeting Type

Annual

Ticker Symbol

UNH

Meeting Date

06-Jun-2022

ISIN

US91324P1021

Agenda

935618453 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Timothy P. Flynn

Management

For

For

For

For

1b.

Election of Director: Paul R. Garcia

Management

For

For

For

For

1c.

Election of Director: Stephen J. Hemsley

Management

Against

For

Against

For

Comments: F22       Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1d.

Election of Director: Michele J. Hooper

Management

For

For

For

For

1e.

Election of Director: F. William McNabb III

Management

For

For

For

For

1f.

Election of Director: Valerie C. Montgomery Rice, M.D.

Management

For

For

For

For

1g.

Election of Director: John H. Noseworthy, M.D.

Management

For

For

For

For

1h.

Election of Director: Andrew Witty

Management

For

For

For

For

2.

Advisory approval of the Company's executive compensation.

Management

For

For

For

For

3.

Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

If properly presented at the 2022 Annual Meeting of Shareholders, the shareholder proposal seeking shareholder ratification of termination pay.

Shareholder

For

Against

Against

For

Comments: We believe that the Company's compensation practices have been and will continue to be a key factor in the ability to deliver strong results. Furthermore, we believe that adopting the this proposal would put the Company at a competitive advantage in recruiting and retaining executive talent and that it is in the best interests of the  Company and its stockholders for the independent Compensation Committee to retain the flexibility to design and administer competitive compensation program. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

If properly presented at the 2022 Annual Meeting of Shareholders, the shareholder proposal regarding political contributions congruency report.

Shareholder

Against

Against

For

For

Comments: In light of the Company's policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

153

0

01-Jun-2022

01-Jun-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,170

0

01-Jun-2022

01-Jun-2022

PENN NATIONAL GAMING, INC.

Security

707569109

Meeting Type

Annual

Ticker Symbol

PENN

Meeting Date

07-Jun-2022

ISIN

US7075691094

Agenda

935615003 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Barbara Shattuck Kohn

Withheld

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

2

Ronald J. Naples

For

For

For

For

3

Saul V. Reibstein

Withheld

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

2.

Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2022 fiscal year.

Management

For

For

For

For

3.

Approval, on an advisory basis, of the compensation paid to the Company's named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of the Company's 2022 Long Term Incentive Compensation Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,336

0

03-Jun-2022

03-Jun-2022

COGNIZANT TECHNOLOGY SOLUTIONS CORP.

Security

192446102

Meeting Type

Annual

Ticker Symbol

CTSH

Meeting Date

07-Jun-2022

ISIN

US1924461023

Agenda

935626626 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to serve until the 2023 Annual meeting: Zein Abdalla

Management

For

For

For

For

1b.

Election of Director to serve until the 2023 Annual meeting: Vinita Bali

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1c.

Election of Director to serve until the 2023 Annual meeting: Maureen Breakiron-Evans

Management

For

For

For

For

1d.

Election of Director to serve until the 2023 Annual meeting: Archana Deskus

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1e.

Election of Director to serve until the 2023 Annual meeting: John M. Dineen

Management

For

For

For

For

1f.

Election of Director to serve until the 2023 Annual meeting: Brian Humphries

Management

For

For

For

For

1g.

Election of Director to serve until the 2023 Annual meeting: Leo S. Mackay, Jr.

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1h.

Election of Director to serve until the 2023 Annual meeting: Michael Patsalos-Fox

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1i.

Election of Director to serve until the 2023 Annual meeting: Stephen J. Rohleder

Management

For

For

For

For

1j.

Election of Director to serve until the 2023 Annual meeting: Joseph M. Velli

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1k.

Election of Director to serve until the 2023 Annual meeting: Sandra S. Wijnberg

Management

For

For

For

For

2.

Approve, on an advisory (non-binding) basis, the compensation of the company's named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder proposal requesting that the board of directors take action as necessary to amend the existing right for shareholders to call a special meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

596

0

02-Jun-2022

02-Jun-2022

THE TJX COMPANIES, INC.

Security

872540109

Meeting Type

Annual

Ticker Symbol

TJX

Meeting Date

07-Jun-2022

ISIN

US8725401090

Agenda

935636146 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: José B. Alvarez

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1b.

Election of Director: Alan M. Bennett

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1c.

Election of Director: Rosemary T. Berkery

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1d.

Election of Director: David T. Ching

Management

For

For

For

For

1e.

Election of Director: C. Kim Goodwin

Management

For

For

For

For

1f.

Election of Director: Ernie Herrman

Management

For

For

For

For

1g.

Election of Director: Michael F. Hines

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1h.

Election of Director: Amy B. Lane

Management

For

For

For

For

1i.

Election of Director: Carol Meyrowitz

Management

For

For

For

For

1j.

Election of Director: Jackwyn L. Nemerov

Management

Against

For

Against

For

Comments: F19       Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1k.

Election of Director: John F. O'Brien

Management

Against

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

2.

Ratification of appointment of PricewaterhouseCoopers as TJX's independent registered public accounting firm for fiscal 2023

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval of Stock Incentive Plan (2022 Restatement)

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

4.

Advisory approval of TJX's executive compensation (the say-on- pay vote)

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

5.

Shareholder proposal for a report on effectiveness of social compliance efforts in TJX's supply chain

Shareholder

For

Against

Against

For

Comments: We believe that the adoption of a more comprehensive implementation, enforcement, independent monitoring, and transparent, comprehensive reporting on human rights in the Company' s supply chain will assure shareholders of the Company's global leadership. We recommend a vote FOR this Proposal.

6.

Shareholder proposal for a report on risk to TJX from supplier misclassification of supplier's employees

Shareholder

For

Against

Against

For

Comments: We believe that the adoption of a more comprehensive human rights policy, coupled with implementation, enforcement, independent monitoring, and transparent, comprehensive reporting will assure shareholders of the Company's global leadership. We recommend a vote FOR this Proposal.

7.

Shareholder proposal for a report on risk due to restrictions on reproductive rights

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. As such, in accordance with Egan-Jones Proxy Guidelines, we recommend a vote AGAINST this Proposal.

8.

Shareholder proposal to adopt a paid sick leave policy for all Associates

Shareholder

Against

Against

For

For

Comments: We believe, that the adoption of this proposal is not critical to the Company's long-term success and the enhancement of shareholder value. As such, in accordance with Egan-Jones Proxy Guidelines, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

2,392

0

03-Jun-2022

03-Jun-2022

MATCH GROUP, INC.

Security

57667L107

Meeting Type

Annual

Ticker Symbol

MTCH

Meeting Date

08-Jun-2022

ISIN

US57667L1070

Agenda

935622957 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Stephen Bailey

Management

For

For

For

For

1b.

Election of Director: Melissa Brenner

Management

Against

For

Against

For

Comments: F18  Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1c.

Election of Director: Alan G. Spoon

Management

For

For

For

For

2.

To approve a non-binding advisory resolution on executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

To conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of Ernst & Young LLP as Match Group, Inc.'s independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

742

0

06-Jun-2022

06-Jun-2022

PARAMOUNT GLOBAL

Security

92556H206

Meeting Type

Annual

Ticker Symbol

PARA

Meeting Date

08-Jun-2022

ISIN

US92556H2067

Agenda

935625117 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

Non-Voting agenda

Management

Abstain

None

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,161

0

06-Jun-2022

06-Jun-2022

MARKETAXESS HOLDINGS INC.

Security

57060D108

Meeting Type

Annual

Ticker Symbol

MKTX

Meeting Date

08-Jun-2022

ISIN

US57060D1081

Agenda

935625737 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Richard M. McVey

Management

For

For

For

For

1b.

Election of Director: Nancy Altobello

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1c.

Election of Director: Steven L. Begleiter

Management

For

For

For

For

1d.

Election of Director: Stephen P. Casper

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1e.

Election of Director: Jane Chwick

Management

For

For

For

For

1f.

Election of Director: Christopher R. Concannon

Management

For

For

For

For

1g.

Election of Director: William F. Cruger

Management

For

For

For

For

1h.

Election of Director: Kourtney Gibson

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1i.

Election of Director: Justin G. Gmelich

Management

For

For

For

For

1j.

Election of Director: Richard G. Ketchum

Management

For

For

For

For

1k.

Election of Director: Xiaojia Charles Li

Management

For

For

For

For

1l.

Election of Director: Emily H. Portney

Management

For

For

For

For

1m.

Election of Director: Richard L. Prager

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the 2022 Proxy Statement.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

To approve the MarketAxess Holdings Inc. 2022 Employee Stock Purchase Plan.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

81

0

06-Jun-2022

06-Jun-2022

CATERPILLAR INC.

Security

149123101

Meeting Type

Annual

Ticker Symbol

CAT

Meeting Date

08-Jun-2022

ISIN

US1491231015

Agenda

935627729 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Kelly A. Ayotte

Management

For

For

For

For

1b.

Election of Director: David L. Calhoun

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1c.

Election of Director: Daniel M. Dickinson

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1d.

Election of Director: Gerald Johnson

Management

For

For

For

For

1e.

Election of Director: David W. MacLennan

Management

For

For

For

For

1f.

Election of Director: Debra L. Reed-Klages

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1g.

Election of Director: Edward B. Rust, Jr.

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1h.

Election of Director: Susan C. Schwab

Management

For

For

For

For

1i.

Election of Director: D. James Umpleby III

Management

For

For

For

For

1j.

Election of Director: Rayford Wilkins, Jr.

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Ratification of our Independent Registered Public Accounting Firm

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Some Concerns and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory Vote to Approve Executive Compensation

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Shareholder Proposal - Report on Climate

Shareholder

For

For

For

For

5.

Shareholder Proposal - Lobbying Disclosure

Shareholder

Against

Against

For

For

Comments: We believe that it is in the best interests of the Company and the stockholders to belong to industry associations and coalitions, where the Company benefits from the general business, technical, and industry standard-setting expertise these organizations provide. We furthermore believe that the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Shareholder Proposal - Report on Activities in Conflict- Affected Areas

Shareholder

For

Against

Against

For

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and stakeholders have adequate information necessary to make informed decisions. Accordingly, we recommend a vote FOR this Proposal.

7.

Shareholder Proposal - Special Shareholder Meeting Improvement

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

926

0

06-Jun-2022

06-Jun-2022

FREEPORT-MCMORAN INC.

Security

35671D857

Meeting Type

Annual

Ticker Symbol

FCX

Meeting Date

09-Jun-2022

ISIN

US35671D8570

Agenda

935615279 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: David P. Abney

Management

For

For

For

For

1b.

Election of Director: Richard C. Adkerson

Management

For

For

For

For

1c.

Election of Director: Marcela E. Donadio

Management

For

For

For

For

1d.

Election of Director: Robert W. Dudley

Management

For

For

For

For

1e.

Election of Director: Hugh Grant

Management

For

For

For

For

1f.

Election of Director: Lydia H. Kennard

Management

For

For

For

For

1g.

Election of Director: Ryan M. Lance

Management

For

For

For

For

1h.

Election of Director: Sara Grootwassink Lewis

Management

For

For

For

For

1I.

Election of Director: Dustan E. McCoy

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1j.

Election of Director: John J. Stephens

Management

For

For

For

For

1k.

Election of Director: Frances Fragos Townsend

Management

For

For

For

For

2.

Approval, on an advisory basis, of the compensation of our named executive officers.

Management

For

For

For

For

3.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

3,608

0

06-Jun-2022

06-Jun-2022

SERVICENOW, INC.

Security

81762P102

Meeting Type

Annual

Ticker Symbol

NOW

Meeting Date

09-Jun-2022

ISIN

US81762P1021

Agenda

935626068 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Susan L. Bostrom

Management

Against

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1b.

Election of Director: Teresa Briggs

Management

For

For

For

For

1c.

Election of Director: Jonathan C. Chadwick

Management

For

For

For

For

1d.

Election of Director: Paul E. Chamberlain

Management

For

For

For

For

1e.

Election of Director: Lawrence J. Jackson, Jr.

Management

For

For

For

For

1f.

Election of Director: Frederic B. Luddy

Management

For

For

For

For

1g.

Election of Director: Jeffrey A. Miller

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1h.

Election of Director: Joseph "Larry" Quinlan

Management

For

For

For

For

1i.

Election of Director: Sukumar Rathnam

Management

For

For

For

For

2.

To approve, on an advisory basis, the compensation of our Named Executive Officers ("Say-on-Pay").

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

To ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

313

0

06-Jun-2022

06-Jun-2022

SALESFORCE, INC.

Security

79466L302

Meeting Type

Annual

Ticker Symbol

CRM

Meeting Date

09-Jun-2022

ISIN

US79466L3024

Agenda

935626258 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Marc Benioff

Management

Against

For

Against

For

Comments: F21     Combined CEO and Board Chair Positions and the Company Earns a Board Score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.

1b.

Election of Director: Bret Taylor

Management

For

For

For

For

1c.

Election of Director: Laura Alber

Management

For

For

For

For

1d.

Election of Director: Craig Conway

Management

Against

For

Against

For

Comments: F6       Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1e.

Election of Director: Parker Harris

Management

For

For

For

For

1f.

Election of Director: Alan Hassenfeld

Management

Against

For

Against

For

Comments: F6       Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1g.

Election of Director: Neelie Kroes

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1h.

Election of Director: Oscar Munoz

Management

For

For

For

For

1i.

Election of Director: Sanford Robertson

Management

Against

For

Against

For

Comments: F6       Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1j.

Election of Director: John V. Roos

Management

Against

For

Against

For

Comments: F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1k.

Election of Director: Robin Washington

Management

For

For

For

For

1l.

Election of Director: Maynard Webb

Management

Against

For

Against

For

Comments: F6       Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18        Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1m.

Election of Director: Susan Wojcicki

Management

For

For

For

For

2.

Amendment and restatement of our 2013 Equity Incentive Plan to increase the number of shares reserved for issuance.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

3.

Amendment and restatement of our 2004 Employee Stock Purchase Plan to increase the number of shares reserved for issuance.

Management

For

For

For

For

4.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

5.

An advisory vote to approve the fiscal 2022 compensation of our named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

6.

A stockholder proposal requesting a policy to require the Chair of the Board of Directors be an independent member of the Board, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

A stockholder proposal requesting a racial equity audit, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that the proposal would encourage good governance and after evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

884

0

06-Jun-2022

06-Jun-2022

BOOKING HOLDINGS INC.

Security

09857L108

Meeting Type

Annual

Ticker Symbol

BKNG

Meeting Date

09-Jun-2022

ISIN

US09857L1089

Agenda

935631110 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Timothy Armstrong

Withheld

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2

Glenn D. Fogel

For

For

For

For

3

Mirian M. Graddick-Weir

Withheld

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

4

Wei Hopeman

For

For

For

For

5

Robert J. Mylod, Jr.

Withheld

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

6

Charles H. Noski

For

For

For

For

7

Nicholas J. Read

For

For

For

For

8

Thomas E. Rothman

For

For

For

For

9

Sumit Singh

For

For

For

For

10

Lynn V. Radakovich

Withheld

For

Against

For

Comments: F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

11

Vanessa A. Wittman

For

For

For

For

2.

Advisory vote to approve 2021 executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Stockholder proposal requesting the right of stockholders holding 10% of outstanding shares of common stock to call a special meeting.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

5.

Stockholder proposal requesting the Board of Directors incorporate climate change metrics into executive compensation arrangements for our Chief Executive Officer and at least one other senior executive.

Shareholder

For

Against

Against

For

Comments: Acknowledging climate change as an inevitable factor, and recognizing the need to adapt, involves bold decisions by business. Therefore, we believe that companies should review how climate change impacts the executive remuneration arrangements of the executives.  After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

51

0

07-Jun-2022

07-Jun-2022

REGENERON PHARMACEUTICALS, INC.

Security

75886F107

Meeting Type

Annual

Ticker Symbol

REGN

Meeting Date

10-Jun-2022

ISIN

US75886F1075

Agenda

935620383 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Bonnie L. Bassler, Ph.D.

Management

For

For

For

For

1b.

Election of Director: Michael S. Brown, M.D.

Management

Against

For

Against

For

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1c.

Election of Director: Leonard S. Schleifer, M.D., Ph.D.

Management

For

For

For

For

1d.

Election of Director: George D. Yancopoulos, M.D., Ph.D.

Management

For

For

For

For

2.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Proposal to approve, on an advisory basis, executive compensation.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

95

0

07-Jun-2022

07-Jun-2022

MONSTER BEVERAGE CORPORATION

Security

61174X109

Meeting Type

Annual

Ticker Symbol

MNST

Meeting Date

14-Jun-2022

ISIN

US61174X1090

Agenda

935630384 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Rodney C. Sacks

For

For

For

For

2

Hilton H. Schlosberg

For

For

For

For

3

Mark J. Hall

For

For

For

For

4

Ana Demel

For

For

For

For

5

James L. Dinkins

For

For

For

For

6

Gary P. Fayard

For

For

For

For

7

Tiffany M. Hall

For

For

For

For

8

Jeanne P. Jackson

Withheld

For

Against

For

Comments: F18      Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

9

Steven G. Pizula

For

For

For

For

10

Mark S. Vidergauz

Withheld

For

Against

For

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18      Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

To consider a stockholder proposal regarding a report on the Company's plans to reduce greenhouse gas emissions; if properly presented at the Annual Meeting.

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

1,170

0

10-Jun-2022

10-Jun-2022

ETSY, INC.

Security

29786A106

Meeting Type

Annual

Ticker Symbol

ETSY

Meeting Date

15-Jun-2022

ISIN

US29786A1060

Agenda

935625600 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Class I Director to serve until our 2025 Annual Meeting: C. Andrew Ballard

Management

For

For

For

For

1b.

Election of Class I Director to serve until our 2025 Annual Meeting: Jonathan D. Klein

Management

Withheld

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. F18         Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1c.

Election of Class I Director to serve until our 2025 Annual Meeting: Margaret M. Smyth

Management

For

For

For

For

2.

Advisory vote to approve executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

244

0

10-Jun-2022

10-Jun-2022

AUTODESK, INC.

Security

052769106

Meeting Type

Annual

Ticker Symbol

ADSK

Meeting Date

16-Jun-2022

ISIN

US0527691069

Agenda

935625814 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Andrew Anagnost

Management

For

For

For

For

1b.

Election of Director: Karen Blasing

Management

For

For

For

For

1c

Election of Director: Reid French

Management

Against

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1d.

Election of Director: Dr. Ayanna Howard

Management

For

For

For

For

1e.

Election of Director: Blake Irving

Management

Against

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1f.

Election of Director: Mary T. McDowell

Management

Against

For

Against

For

Comments: F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs Attention and the Compensation Plan Fails Dilution Model According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes that the Compensation Committee should be held accountable for such disapproval and that the board as a whole should seek to align CEO and employee pay more clearly as well as link that pay with the performance of the company, and work to reduce the potential cost of any similar plan that may be proposed in the future.

1g.

Election of Director: Stephen Milligan

Management

For

For

For

For

1h.

Election of Director: Lorrie M. Norrington

Management

For

For

For

For

1i.

Election of Director: Betsy Rafael

Management

For

For

For

For

1j.

Election of Director: Stacy J. Smith

Management

Against

For

Against

For

Comments: F22         Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

2.

Ratify the appointment of Ernst & Young LLP as Autodesk, Inc.'s independent registered public accounting firm for the fiscal year ending January 31, 2023.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approve, on an advisory (non-binding) basis, the compensation of Autodesk, Inc.'s named executive officers.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approve the Autodesk 2022 Equity Incentive Plan.

Management

Against

For

Against

For

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could cause, as well as both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the passage of this plan as proposed by the board of directors. We recommend the board seek to align CEO pay more closely with the performance of the company and work to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

285

0

14-Jun-2022

14-Jun-2022

MONOLITHIC POWER SYSTEMS, INC.

Security

609839105

Meeting Type

Annual

Ticker Symbol

MPWR

Meeting Date

16-Jun-2022

ISIN

US6098391054

Agenda

935641060 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director: Michael Hsing

Management

Withheld

For

Against

For

Comments: F22         Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1.2

Election of Director: Herbert Chang

Management

For

For

For

For

1.3

Election of Director: Carintia Martinez

Management

For

For

For

For

2.

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approve, on an advisory basis, the 2021 executive compensation.

Management

For

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

184

0

13-Jun-2022

13-Jun-2022

AON PLC

Security

G0403H108

Meeting Type

Annual

Ticker Symbol

AON

Meeting Date

17-Jun-2022

ISIN

IE00BLP1HW54

Agenda

935632857 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Lester B. Knight

Management

Against

For

Against

For

Comments: F22         Chairman of the Board and the Company Earns a Cyber Security Risk Score of Needs Attention Egan-Jones' Proxy Guidelines state that the Chairman of the Board should be held accountable in cases when the Company obtains the score of Needs Attention on the Cyber Security Risk Score. We believe that cyber security should be critical for all organizations given the rise of the cyber threats and data breaches in the corporate scene, which could affect any organization's reputation and lead to declined investor confidence. As such, Egan-Jones believes that in order to avoid risks of data breaches any cybersecurity weaknesses should be addressed aggressively in the board room, combined with the proper approach to cyber risk management, implementation of systems and controls against cybersecurity incidents and the leadership of the Chairman of the Board.

1b.

Election of Director: Gregory C. Case

Management

For

For

For

For

1c.

Election of Director: Jin-Yong Cai

Management

For

For

For

For

1d.

Election of Director: Jeffrey C. Campbell

Management

For

For

For

For

1e.

Election of Director: Fulvio Conti

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1f.

Election of Director: Cheryl A. Francis

Management

For

For

For

For

1g.

Election of Director: J. Michael Losh

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1h.

Election of Director: Richard C. Notebaert

Management

Against

For

Against

For

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice.

1i.

Election of Director: Gloria Santona

Management

For

For

For

For

1j.

Election of Director: Byron O. Spruell

Management

For

For

For

For

1k.

Election of Director: Carolyn Y. Woo

Management

For

For

For

For

2.

Advisory vote to approve the compensation of the Company's named executive officers.

Management

For

For

For

For

3.

Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Resolution..

4.

Re-appoint Ernst & Young Chartered Accountants as the Company's statutory auditor under Irish law.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST these Resolutions.

5.

Authorize the Board or the Audit Committee of the Board to determine the remuneration of Ernst & Young Ireland, in its capacity as the Company's statutory auditor under Irish law.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST these Resolutions.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

441

0

14-Jun-2022

14-Jun-2022

SOLAREDGE TECHNOLOGIES, INC.

Security

83417M104

Meeting Type

Annual

Ticker Symbol

SEDG

Meeting Date

20-Jun-2022

ISIN

US83417M1045

Agenda

935630714 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Betsy Atkins

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1b.

Election of Director: Dirk Hoke

Management

For

For

For

For

2.

Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

3.

Approval of, on an advisory and non- binding basis, the compensation of our named executive officers (the "Say-on-Pay Proposal").

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

412

0

15-Jun-2022

15-Jun-2022

MASTERCARD INCORPORATED

Security

57636Q104

Meeting Type

Annual

Ticker Symbol

MA

Meeting Date

21-Jun-2022

ISIN

US57636Q1040

Agenda

935635942 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Merit E. Janow

Management

For

For

For

For

1b.

Election of Director: Candido Bracher

Management

For

For

For

For

1c.

Election of Director: Richard K. Davis

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1d.

Election of Director: Julius Genachowski

Management

For

For

For

For

1e.

Election of Director: Choon Phong Goh

Management

For

For

For

For

1f.

Election of Director: Oki Matsumoto

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1g.

Election of Director: Michael Miebach

Management

For

For

For

For

1h.

Election of Director: Youngme Moon

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

1i.

Election of Director: Rima Qureshi

Management

For

For

For

For

1j.

Election of Director: Gabrielle Sulzberger

Management

For

For

For

For

1k.

Election of Director: Jackson Tai

Management

For

For

For

For

1l.

Election of Director: Harit Talwar

Management

For

For

For

For

1m.

Election of Director: Lance Uggla

Management

Against

For

Against

For

Comments: F18       Member of the Compensation Committee and the Company earns a compensation score of Some Concerns or Needs Attention Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such a poor score and should ensure that the Company's compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value.

2.

Advisory approval of Mastercard's executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders cannot support the current compensation policies put in place by the Company's directors. Furthermore, we believe that the Company's compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

Approval of an amendment to Mastercard's Certificate of Incorporation to enable adoption of a stockholders' right to call special meetings of stockholders.

Management

Against

For

Against

For

Comments: We believe that it is in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. As such, we recommend a vote AGAINST this Proposal.

5.

Consideration of a stockholder proposal on the right to call special meetings of stockholders.

Shareholder

For

Against

Against

For

Comments: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Consideration of a stockholder proposal requesting Board approval of certain political contributions.

Shareholder

Against

Against

For

For

7.

Consideration of a stockholder proposal requesting charitable donation disclosure.

Shareholder

Against

Against

For

For

8.

Consideration of a stockholder proposal requesting a report on "ghost guns".

Shareholder

Against

Against

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

915

0

16-Jun-2022

16-Jun-2022

DOLLAR TREE, INC.

Security

256746108

Meeting Type

Annual

Ticker Symbol

DLTR

Meeting Date

30-Jun-2022

ISIN

US2567461080

Agenda

935652001 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Thomas W. Dickson

Management

For

For

For

For

1b.

Election of Director: Richard W. Dreiling

Management

For

For

For

For

1c.

Election of Director: Cheryl W. Grisé

Management

For

For

For

For

1d.

Election of Director: Daniel J. Heinrich

Management

For

For

For

For

1e.

Election of Director: Paul C. Hilal

Management

For

For

For

For

1f.

Election of Director: Edward J. Kelly, III

Management

For

For

For

For

1g.

Election of Director: Mary A. Laschinger

Management

For

For

For

For

1h.

Election of Director: Jeffrey G. Naylor

Management

For

For

For

For

1i.

Election of Director: Winnie Y. Park

Management

For

For

For

For

1j.

Election of Director: Bertram L. Scott

Management

For

For

For

For

1k.

Election of Director: Stephanie P. Stahl

Management

For

For

For

For

1l.

Election of Director: Michael A. Witynski

Management

For

For

For

For

2.

To approve, by a non-binding advisory vote, the compensation of the Company's named executive officers.

Management

For

For

For

For

3.

To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2022.

Management

Against

For

Against

For

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor. Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has earned a grade of Needs Attention and thus, has failed to pass our model. After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST this Proposal.

4.

To approve the amendment to the Company's Articles of Incorporation.

Management

Against

For

Against

For

Comments: We believe that the ability of shareholders to call special meetings is increasingly considered an important aspect of good corporate governance however, we belive that the Company should permit holders of at least 10% of the Company's outstanding shares of common stock to call special meetings of shareholders which will strike an appropriate balance between the right of shareholders to call a special meeting and the interests of the Company and its shareholders. After evaluating the details pursuant to the proposal, we recommend a vote AGAINST this Proposal.

5.

A shareholder proposal requesting that the Board issue a report on climate transition planning.

Shareholder

For

Against

Against

For

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy by implementing a disciplined business strategy to cut emissions from its operations. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'  Proxy Guidelines, we recommend a vote FOR this Proposal.

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-9867

ZIEGLER FAMCO HEDGED EQUITY FUND

ZFHE

U.S. BANK

580

0

28-Jun-2022

28-Jun-2022

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)   Trust for Advised Portfolios                                                       

By (Signature and Title) /s/ Russell B. Simon                                 

 Russell B. Simon

 Principal Executive Officer

Date: 9/13/2022