Trust for Advised Portfolios N-PX Annual report of proxy voting record

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)

Russell B. Simon

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) 914-7395

Date of fiscal year end: September 30, 2023

Date of reporting period: July 1, 2022 – June 30, 2023

Item 1. Proxy Voting Record.

Vote summary

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

19-Jul-2022

ISIN

US21036P1084

Agenda

935670706 - Management

Record Date

20-May-2022

Holding Recon Date

20-May-2022

City /

Country

/

United States

Vote Deadline

18-Jul-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

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

Jennifer M. Daniels

For

For

For

For

2

Jeremy S.G. Fowden

Withheld

For

Against

For

3

Jose M. Madero Garza

For

For

For

For

4

Daniel J. McCarthy

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, 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.

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

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

707

0

01-Jul-2022

01-Jul-2022

LINDE PLC

Security

G5494J103

Meeting Type

Annual

Ticker Symbol

LIN

Meeting Date

25-Jul-2022

ISIN

IE00BZ12WP82

Agenda

935660200 - Management

Record Date

28-Apr-2022

Holding Recon Date

28-Apr-2022

City /

Country

/

United Kingdom

Vote Deadline

22-Jul-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Stephen F. Angel

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.

1b.

Election of Director: Sanjiv Lamba

Management

For

For

For

For

1c.

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

Management

For

For

For

For

1d.

Election of Director: Dr. Thomas Enders

Management

For

For

For

For

1e.

Election of Director: Edward G. Galante

Management

For

For

For

For

1f.

Election of Director: Joe Kaeser

Management

For

For

For

For

1g.

Election of Director: Dr. Victoria Ossadnik

Management

For

For

For

For

1h.

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

Management

For

For

For

For

1i.

Election of Director: Alberto Weisser

Management

For

For

For

For

1j.

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 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.

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 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 and non- binding basis, the compensation of Linde plc's Named Executive Officers, as disclosed in the 2022 Proxy statement.

Management

For

For

For

For

4.

To approve, on an advisory and non- binding basis, the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set forth in the Company's IFRS Annual Report for the financial year ended December 31, 2021, as required under Irish law.

Management

For

For

For

For

5.

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

Management

For

For

For

For

6.

To consider and vote on a shareholder proposal regarding supermajority voting requirements in Linde's Irish Constitution.

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 Resolution.

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

406

0

06-Jul-2022

06-Jul-2022

TESLA, INC.

Security

88160R101

Meeting Type

Annual

Ticker Symbol

TSLA

Meeting Date

04-Aug-2022

ISIN

US88160R1014

Agenda

935679540 - Management

Record Date

06-Jun-2022

Holding Recon Date

06-Jun-2022

City /

Country

/

United States

Vote Deadline

03-Aug-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director: Ira Ehrenpreis

Management

For

For

For

For

1.2

Election of Director: Kathleen Wilson- Thompson

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: While we recognize the Company's efforts to reduce director terms to two years, we believe that the election of directors is an important means for shareholders to influence corporate governance policies and for the Board to reiterate its commitment to good corporate governance and accountability to shareholders. 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

For

For

For

4.

Tesla proposal for adoption of amendments to certificate of incorporation to increase the number of authorized shares of common stock by 4,000,000,000 shares.

Management

For

For

For

For

5.

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 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.

Stockholder proposal regarding 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.

7.

Stockholder proposal regarding annual reporting on anti-discrimination and harassment efforts.

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 annual reporting on Board diversity.

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.

Stockholder proposal regarding reporting on employee arbitration.

Shareholder

Against

Against

For

For

10.

Stockholder proposal regarding reporting on lobbying.

Shareholder

Against

Against

For

For

11.

Stockholder proposal regarding adoption of a freedom of association and collective bargaining policy.

Shareholder

Against

Against

For

For

12.

Stockholder proposal regarding additional reporting on child labor.

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.

13.

Stockholder proposal regarding additional reporting on water risk.

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

299

0

27-Jul-2022

27-Jul-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

780

0

27-Jul-2022

27-Jul-2022

NIKE, INC.

Security

654106103

Meeting Type

Annual

Ticker Symbol

NKE

Meeting Date

09-Sep-2022

ISIN

US6541061031

Agenda

935692803 - Management

Record Date

08-Jul-2022

Holding Recon Date

08-Jul-2022

City /

Country

/

United States

Vote Deadline

08-Sep-2022 11:59 PM ET

SEDOL(s)

Quick Code

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

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.

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 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.

To approve the amendment of the NIKE, Inc. Employee Stock Purchase Plan to increase authorized shares.

Management

For

For

For

For

5.

To consider a shareholder proposal regarding a policy on China sourcing, 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

1,605

0

31-Aug-2022

31-Aug-2022

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Security

874054109

Meeting Type

Annual

Ticker Symbol

TTWO

Meeting Date

16-Sep-2022

ISIN

US8740541094

Agenda

935695366 - Management

Record Date

25-Jul-2022

Holding Recon Date

25-Jul-2022

City /

Country

/

United States

Vote Deadline

15-Sep-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Strauss Zelnick

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: Michael Dornemann

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: J. Moses

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 Sheresky

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: LaVerne Srinivasan

Management

For

For

For

For

1f.

Election of Director: Susan Tolson

Management

For

For

For

For

1g.

Election of Director: Paul Viera

Management

For

For

For

For

1h.

Election of Director: Roland Hernandez

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: William "Bing" Gordon

Management

For

For

For

For

1j.

Election of Director: Ellen Siminoff

Management

For

For

For

For

2.

Approval, on a non-binding advisory basis, of the compensation of the Company's "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.

3.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 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.

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

25-Aug-2022

25-Aug-2022

FEDEX CORPORATION

Security

31428X106

Meeting Type

Annual

Ticker Symbol

FDX

Meeting Date

19-Sep-2022

ISIN

US31428X1063

Agenda

935696306 - Management

Record Date

25-Jul-2022

Holding Recon Date

25-Jul-2022

City /

Country

/

United States

Vote Deadline

16-Sep-2022 11:59 PM ET

SEDOL(s)

Quick Code

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: STEPHEN E. GORMAN

Management

For

For

For

For

1c.

Election of Director: SUSAN PATRICIA GRIFFITH

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: KIMBERLY A. JABAL

Management

For

For

For

For

1e.

Election of Director: AMY B. LANE

Management

For

For

For

For

1f.

Election of Director: R. BRAD MARTIN

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: NANCY A. NORTON

Management

For

For

For

For

1h.

Election of Director: FREDERICK P. PERPALL

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: SUSAN C. SCHWAB

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: FREDERICK W. SMITH

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.

1l.

Election of Director: DAVID P. STEINER

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: RAJESH SUBRAMANIAM

Management

For

For

For

For

1n.

Election of Director: V. JAMES VENA

Management

For

For

For

For

1o.

Election of Director: PAUL S. WALSH

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.

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.

Ratify the appointment of Ernst & Young LLP as FedEx's 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 amendment to the FedEx Corporation 2019 Omnibus Stock Incentive Plan to increase the number of authorized 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.

5.

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.

6.

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

Shareholder

Against

Against

For

For

7.

Stockholder proposal regarding lobbying activity and expenditure report.

Shareholder

Against

Against

For

For

8.

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.

9.

Proposal not applicable

Shareholder

Against

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

625

0

14-Sep-2022

14-Sep-2022

GENERAL MILLS, INC.

Security

370334104

Meeting Type

Annual

Ticker Symbol

GIS

Meeting Date

27-Sep-2022

ISIN

US3703341046

Agenda

935697877 - Management

Record Date

29-Jul-2022

Holding Recon Date

29-Jul-2022

City /

Country

/

United States

Vote Deadline

26-Sep-2022 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: David M. Cordani

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: C. Kim Goodwin

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: Jeffrey L. Harmening

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.

1e.

Election of Director: Maria G. Henry

Management

For

For

For

For

1f.

Election of Director: Jo Ann Jenkins

Management

For

For

For

For

1g.

Election of Director: Elizabeth C. Lempres

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.

1h.

Election of Director: Diane L. Neal

Management

For

For

For

For

1i.

Election of Director: Steve Odland

Management

For

For

For

For

1j.

Election of Director: Maria A. Sastre

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.

1k.

Election of Director: Eric D. Sprunk

Management

For

For

For

For

1l.

Election of Director: Jorge A. Uribe

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.

Approval of the 2022 Stock 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 seeks to align CEO pay more closely with the company's performance 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.

Advisory Vote on Executive Compensation.

Management

For

For

For

For

4.

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 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 - 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 Regarding a Plastic Packaging Report.

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

855

0

12-Sep-2022

12-Sep-2022

CENTENE CORPORATION

Security

15135B101

Meeting Type

Special

Ticker Symbol

CNC

Meeting Date

27-Sep-2022

ISIN

US15135B1017

Agenda

935702870 - Management

Record Date

10-Aug-2022

Holding Recon Date

10-Aug-2022

City /

Country

/

United States

Vote Deadline

26-Sep-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To adopt an amendment to Centene Corporation's Amended and Restated Certificate of Incorporation to declassify the Board of Directors immediately.

Management

For

For

For

For

2.

To adopt an amendment to Centene Corporation's Amended and Restated Certificate of Incorporation to eliminate the prohibition on stockholders calling special meetings.

Management

For

For

For

For

3.

To adopt an amendment to Centene Corporation's Amended and Restated Certificate of Incorporation to grant stockholders the right to act by written consent, subject to certain terms and conditions.

Management

For

For

For

For

4.

To approve the adjournment of the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of any of Proposals 1, 2 or 3 if there are insufficient votes at the time of the Special Meeting to approve any such 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

1,279

0

19-Sep-2022

19-Sep-2022

PROLOGIS, INC.

Security

74340W103

Meeting Type

Special

Ticker Symbol

PLD

Meeting Date

28-Sep-2022

ISIN

US74340W1036

Agenda

935697651 - Management

Record Date

29-Jul-2022

Holding Recon Date

29-Jul-2022

City /

Country

/

United States

Vote Deadline

27-Sep-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To approve the "Prologis common stock issuance proposal" (as defined in the Proxy Statement), which involves the issuance of common stock of Prologis, Inc. in connection with the merger of Duke Realty Corporation with and into Compton Merger Sub LLC, pursuant to which each outstanding share of Duke Realty Corporation common stock will be converted into the right to receive 0.475 of a newly issued share of Prologis, Inc. common stock, on the terms and conditions set forth in the Agreement and Plan of Merger, dated as of June 11, 2022.

Management

For

For

For

For

2.

To approve one or more adjournments of the Prologis, Inc. special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the Prologis common stock issuance proposal (the "Prologis 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

684

0

19-Sep-2022

PROLOGIS, INC.

Security

74340W103

Meeting Type

Special

Ticker Symbol

PLD

Meeting Date

28-Sep-2022

ISIN

US74340W1036

Agenda

935699554 - Management

Record Date

08-Aug-2022

Holding Recon Date

08-Aug-2022

City /

Country

/

United States

Vote Deadline

27-Sep-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To approve the "Prologis common stock issuance proposal" (as defined in the Proxy Statement), which involves the issuance of common stock of Prologis, Inc. in connection with the merger of Duke Realty Corporation with and into Compton Merger Sub LLC, pursuant to which each outstanding share of Duke Realty Corporation common stock will be converted into the right to receive 0.475 of a newly issued share of Prologis, Inc. common stock, on the terms and conditions set forth in the Agreement and Plan of Merger, dated as of June 11, 2022.

Management

For

For

For

For

2.

To approve one or more adjournments of the Prologis, Inc. special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the Prologis common stock issuance proposal (the "Prologis 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

30

0

19-Sep-2022

19-Sep-2022

THE PROCTER & GAMBLE COMPANY

Security

742718109

Meeting Type

Annual

Ticker Symbol

PG

Meeting Date

11-Oct-2022

ISIN

US7427181091

Agenda

935703149 - Management

Record Date

12-Aug-2022

Holding Recon Date

12-Aug-2022

City /

Country

/

United States

Vote Deadline

10-Oct-2022 11:59 PM ET

SEDOL(s)

Quick Code

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: Rajesh Subramaniam

Management

For

For

For

For

1k.

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 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 Company's Executive Compensation (the "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

1,934

0

19-Sep-2022

19-Sep-2022

PAYCHEX, INC.

Security

704326107

Meeting Type

Annual

Ticker Symbol

PAYX

Meeting Date

13-Oct-2022

ISIN

US7043261079

Agenda

935704812 - Management

Record Date

15-Aug-2022

Holding Recon Date

15-Aug-2022

City /

Country

/

United States

Vote Deadline

12-Oct-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Martin Mucci

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: 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 J.S. Flaschen

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: B. Thomas Golisano

Management

For

For

For

For

1f.

Election of Director: Pamela A. Joseph

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: 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: Joseph M. Velli

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: 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 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

878

0

21-Sep-2022

21-Sep-2022

COPART, INC.

Security

217204106

Meeting Type

Special

Ticker Symbol

CPRT

Meeting Date

31-Oct-2022

ISIN

US2172041061

Agenda

935722480 - Management

Record Date

03-Oct-2022

Holding Recon Date

03-Oct-2022

City /

Country

/

United States

Vote Deadline

28-Oct-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To approve an amendment and restatement of Copart, Inc.'s Certificate of Incorporation to increase the number of shares of our common stock authorized for issuance from 400,000,000 shares to 1,600,000,000 shares, primarily to facilitate a 2-for-1 split of the Company's common stock in the form of a stock dividend (the "Authorized Share Increase Proposal").

Management

For

For

For

For

2.

To authorize the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of the Authorized Share Increase 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

905

0

26-Oct-2022

26-Oct-2022

KLA CORPORATION

Security

482480100

Meeting Type

Annual

Ticker Symbol

KLAC

Meeting Date

02-Nov-2022

ISIN

US4824801009

Agenda

935712681 - Management

Record Date

12-Sep-2022

Holding Recon Date

12-Sep-2022

City /

Country

/

United States

Vote Deadline

01-Nov-2022 11:59 PM ET

SEDOL(s)

Quick Code

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: Robert Calderoni

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.

1b.

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

Management

For

For

For

For

1c.

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

Management

For

For

For

For

1d.

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.

1e.

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

Management

For

For

For

For

1f.

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

Management

For

For

For

For

1g.

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

Management

For

For

For

For

1h.

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

Management

For

For

For

For

1i.

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

Management

For

For

For

For

1j.

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, 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.

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

Management

For

For

For

For

4.

To consider a stockholder proposal requesting our Board to issue a report regarding net zero targets and climate transition planning, if properly presented at the 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' 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

329

0

12-Oct-2022

12-Oct-2022

FOX CORPORATION

Security

35137L105

Meeting Type

Annual

Ticker Symbol

FOXA

Meeting Date

03-Nov-2022

ISIN

US35137L1052

Agenda

935714039 - Management

Record Date

12-Sep-2022

Holding Recon Date

12-Sep-2022

City /

Country

/

United States

Vote Deadline

02-Nov-2022 11:59 PM ET

SEDOL(s)

Quick Code

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

2,849

0

26-Oct-2022

26-Oct-2022

LAM RESEARCH CORPORATION

Security

512807108

Meeting Type

Annual

Ticker Symbol

LRCX

Meeting Date

08-Nov-2022

ISIN

US5128071082

Agenda

935711728 - Management

Record Date

09-Sep-2022

Holding Recon Date

09-Sep-2022

City /

Country

/

United States

Vote Deadline

07-Nov-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Sohail U. Ahmed

Management

For

For

For

For

1b.

Election of Director: Timothy M. Archer

Management

For

For

For

For

1c.

Election of Director: Eric K. Brandt

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: Michael R. Cannon

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: Bethany J. Mayer

Management

For

For

For

For

1f.

Election of Director: Jyoti K. Mehra

Management

For

For

For

For

1g.

Election of Director: Abhijit Y. Talwalkar

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.

1h.

Election of Director: Lih Shyng (Rick L.) Tsai

Management

For

For

For

For

1i.

Election of Director: Leslie F. Varon

Management

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 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

166

0

17-Oct-2022

17-Oct-2022

AUTOMATIC DATA PROCESSING, INC.

Security

053015103

Meeting Type

Annual

Ticker Symbol

ADP

Meeting Date

09-Nov-2022

ISIN

US0530151036

Agenda

935711829 - Management

Record Date

12-Sep-2022

Holding Recon Date

12-Sep-2022

City /

Country

/

United States

Vote Deadline

08-Nov-2022 11:59 PM ET

SEDOL(s)

Quick Code

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: David V. Goeckeler

Management

For

For

For

For

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

For

For

For

For

1f.

Election of Director: Nazzic S. Keene

Management

For

For

For

For

1g.

Election of Director: Thomas J. Lynch

Management

For

For

For

For

1h.

Election of Director: Scott F. Powers

Management

For

For

For

For

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

For

For

For

For

3.

Ratification of the Appointment of Auditors.

Management

For

For

For

For

4.

Amendment to the Automatic Data Processing, Inc. Employees' Savings-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

602

0

26-Oct-2022

26-Oct-2022

CONSTELLATION BRANDS, INC.

Security

21036P108

Meeting Type

Special

Ticker Symbol

STZ

Meeting Date

09-Nov-2022

ISIN

US21036P1084

Agenda

935714990 - Management

Record Date

20-Sep-2022

Holding Recon Date

20-Sep-2022

City /

Country

/

United States

Vote Deadline

08-Nov-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To approve and adopt the Amended and Restated Charter, which will effectuate the Reclassification described in the Proxy Statement.

Management

For

For

For

For

2.

To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Reclassification Proposal at the time of the Special Meeting.

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

707

0

31-Oct-2022

31-Oct-2022

ORACLE CORPORATION

Security

68389X105

Meeting Type

Annual

Ticker Symbol

ORCL

Meeting Date

16-Nov-2022

ISIN

US68389X1054

Agenda

935715182 - Management

Record Date

19-Sep-2022

Holding Recon Date

19-Sep-2022

City /

Country

/

United States

Vote Deadline

15-Nov-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Awo Ablo

For

For

For

For

2

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.

3

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.

4

Safra A. Catz

For

For

For

For

5

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.

6

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 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

Lawrence J. Ellison

Withheld

For

Against

For

Comments: 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.

8

Rona A. Fairhead

For

For

For

For

9

Jeffrey O. Henley

For

For

For

For

10

Renee J. James

For

For

For

For

11

Charles W. Moorman

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 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.

12

Leon E. Panetta

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 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.

13

William G. Parrett

For

For

For

For

14

Naomi O. Seligman

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 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.

15

Vishal Sikka

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 Selection 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.

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

1,096

0

03-Nov-2022

03-Nov-2022

THE ESTEE LAUDER COMPANIES INC.

Security

518439104

Meeting Type

Annual

Ticker Symbol

EL

Meeting Date

18-Nov-2022

ISIN

US5184391044

Agenda

935714659 - Management

Record Date

19-Sep-2022

Holding Recon Date

19-Sep-2022

City /

Country

/

United States

Vote Deadline

17-Nov-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Class II Director: Ronald S. Lauder

Management

For

For

For

For

1b.

Election of Class II Director: William P. Lauder

Management

Withheld

For

Against

For

Comments: Inside director serving as a member of a Key Board Committee Egan-Jones' Proxy Guidelines state that key Board committees namely Audit, Compensation and Nominating committees should be comprised solely of Independent outside directors for sound corporate governance practice. 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 Class II Director: Richard D. Parsons

Management

For

For

For

For

1d.

Election of Class II Director: Lynn Forester de Rothschild

Management

For

For

For

For

1e.

Election of Class II Director: Jennifer Tejada

Management

For

For

For

For

1f.

Election of Class II Director: Richard F. Zannino

Management

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.

Ratification of appointment of PricewaterhouseCoopers LLP as independent auditors for the 2023 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 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

436

0

03-Nov-2022

03-Nov-2022

SYSCO CORPORATION

Security

871829107

Meeting Type

Annual

Ticker Symbol

SYY

Meeting Date

18-Nov-2022

ISIN

US8718291078

Agenda

935717427 - Management

Record Date

19-Sep-2022

Holding Recon Date

19-Sep-2022

City /

Country

/

United States

Vote Deadline

17-Nov-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Daniel J. Brutto

Management

For

For

For

For

1b.

Election of Director: Ali Dibadj

Management

For

For

For

For

1c.

Election of Director: Larry C. Glasscock

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 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: Jill M. Golder

Management

For

For

For

For

1e.

Election of Director: Bradley M. Halverson

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 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 M. Hinshaw

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 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: Kevin P. Hourican

Management

For

For

For

For

1h.

Election of Director: Hans-Joachim Koerber

Management

For

For

For

For

1i.

Election of Director: Alison Kenney Paul

Management

For

For

For

For

1j.

Election of Director: Edward D. Shirley

Management

Against

For

Against

For

��

Comments: 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.

1k.

Election of Director: Sheila G. Talton

Management

For

For

For

For

2.

To approve, by advisory vote, the compensation paid to Sysco's named executive officers, as disclosed in Sysco's 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.

To ratify the appointment of Ernst & Young LLP as Sysco'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.

4.

To consider a stockholder proposal, if properly presented at the meeting, related to a third party civil rights 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.

5.

To consider a stockholder proposal, if properly presented at the meeting, related to third party assessments of supply chain risks.

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.

6.

To consider a stockholder proposal, if properly presented at the meeting, related to a report on the reduction of plastic packaging use.

Shareholder

Against

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

1,480

0

07-Nov-2022

07-Nov-2022

COPART, INC.

Security

217204106

Meeting Type

Annual

Ticker Symbol

CPRT

Meeting Date

02-Dec-2022

ISIN

US2172041061

Agenda

935730552 - Management

Record Date

11-Oct-2022

Holding Recon Date

11-Oct-2022

City /

Country

/

United States

Vote Deadline

01-Dec-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Willis J. Johnson

Management

Against

For

Against

For

Comments: 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: A. Jayson Adair

Management

For

For

For

For

1c.

Election of Director: Matt Blunt

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 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: Steven D. Cohan

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 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: Daniel J. Englander

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 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: James E. Meeks

Management

For

For

For

For

1g.

Election of Director: Thomas N. Tryforos

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 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: Diane M. Morefield

Management

For

For

For

For

1i.

Election of Director: Stephen Fisher

Management

Against

For

Against

For

Comments: Attending less than 75% of the Aggregate Board and Committee Meetings Egan-Jones' Proxy Guidelines state that directors, specifically members/Chairmen of any of the key Board committees must actively participate and attend Board and Committee meetings to ensure effective and prudent exercise of their fiduciary duties as directors.

1j.

Election of Director: Cherylyn Harley LeBon

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 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: Carl D. Sparks

Management

For

For

For

For

2.

Advisory (non-binding) stockholder vote on executive compensation (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.

3.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 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.

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

905

0

14-Nov-2022

14-Nov-2022

CISCO SYSTEMS, INC.

Security

17275R102

Meeting Type

Annual

Ticker Symbol

CSCO

Meeting Date

08-Dec-2022

ISIN

US17275R1023

Agenda

935723216 - Management

Record Date

10-Oct-2022

Holding Recon Date

10-Oct-2022

City /

Country

/

United States

Vote Deadline

07-Dec-2022 11:59 PM ET

SEDOL(s)

Quick Code

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

For

For

For

For

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

For

For

For

For

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.

1h.

Election of Director: Sarah Rae Murphy

Management

For

For

For

For

1i.

Election of Director: Charles H. Robbins

Management

For

For

For

For

1j.

Election of Director: Brenton L. Saunders

Management

For

For

For

For

1k.

Election of Director: Dr. Lisa T. Su

Management

For

For

For

For

1l.

Election of Director: Marianna Tessel

Management

For

For

For

For

2.

Approval, on an advisory basis, of executive compensation.

Management

For

For

For

For

3.

Ratification of PricewaterhouseCoopers LLP as Cisco'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.

4.

Stockholder Proposal - Approval to have Cisco's Board issue a tax transparency report in consideration of the Global Reporting Initiative's Tax Standard.

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

6,222

0

23-Nov-2022

23-Nov-2022

MEDTRONIC PLC

Security

G5960L103

Meeting Type

Annual

Ticker Symbol

MDT

Meeting Date

08-Dec-2022

ISIN

IE00BTN1Y115

Agenda

935723610 - Management

Record Date

11-Oct-2022

Holding Recon Date

11-Oct-2022

City /

Country

/

United States

Vote Deadline

07-Dec-2022 11:59 PM ET

SEDOL(s)

Quick Code

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 General Meeting: Richard H. Anderson

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 to hold office until the 2023 Annual General Meeting: Craig Arnold

Management

For

For

For

For

1c.

Election of Director to hold office until the 2023 Annual General Meeting: Scott C. Donnelly

Management

For

For

For

For

1d.

Election of Director to hold office until the 2023 Annual General Meeting: Lidia L. Fonseca

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 hold office until the 2023 Annual General Meeting: Andrea J. Goldsmith, Ph.D.

Management

For

For

For

For

1f.

Election of Director to hold office until the 2023 Annual General Meeting: Randall J. Hogan, III

Management

For

For

For

For

1g.

Election of Director to hold office until the 2023 Annual General Meeting: Kevin E. Lofton

Management

For

For

For

For

1h.

Election of Director to hold office until the 2023 Annual General Meeting: Geoffrey S. Martha

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.

1i.

Election of Director to hold office until the 2023 Annual General Meeting: Elizabeth G. Nabel, 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.

1j.

Election of Director to hold office until the 2023 Annual General Meeting: Denise M. O'Leary

Management

For

For

For

For

1k.

Election of Director to hold office until the 2023 Annual General Meeting: Kendall J. Powell

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.

Ratifying, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2023 and authorizing, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the 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 Resolution.

3.

Approving, on an advisory basis, 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 Resolution.

4.

Renewing the Board of Directors' authority to issue shares under Irish law.

Management

For

For

For

For

5.

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

Management

For

For

For

For

6.

Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.

Management

Against

For

Against

For

Comments: 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 Resolution.

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

2,677

0

30-Nov-2022

30-Nov-2022

MICROSOFT CORPORATION

Security

594918104

Meeting Type

Annual

Ticker Symbol

MSFT

Meeting Date

13-Dec-2022

ISIN

US5949181045

Agenda

935722567 - Management

Record Date

12-Oct-2022

Holding Recon Date

12-Oct-2022

City /

Country

/

United States

Vote Deadline

12-Dec-2022 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: Sandra E. Peterson

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: 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: 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: 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: 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: Padmasree Warrior

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 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 Selection of Deloitte & Touche LLP as our Independent Auditor 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.

Shareholder Proposal - Cost/Benefit Analysis of Diversity and Inclusion

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.

5.

Shareholder Proposal - Report on Hiring of Persons with Arrest or Incarceration Records

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.

Shareholder Proposal - Report on Investment of Retirement Funds in Companies Contributing to Climate Change

Shareholder

Against

Against

For

For

7.

Shareholder Proposal - Report on Government Use of Microsoft Technology

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.

Shareholder Proposal - Report on Development of Products for Military

Shareholder

Against

Against

For

For

9.

Shareholder Proposal - Report on Tax Transparency

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

515

0

05-Dec-2022

05-Dec-2022

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

7,340

0

05-Dec-2022

05-Dec-2022

FACTSET RESEARCH SYSTEMS INC.

Security

303075105

Meeting Type

Annual

Ticker Symbol

FDS

Meeting Date

15-Dec-2022

ISIN

US3030751057

Agenda

935726161 - Management

Record Date

21-Oct-2022

Holding Recon Date

21-Oct-2022

City /

Country

/

United States

Vote Deadline

14-Dec-2022 11:59 PM ET

SEDOL(s)

Quick Code

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 expiring in 2025: James J. McGonigle

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 to serve a three-year term expiring in 2025: F. Philip Snow

Management

For

For

For

For

1c.

Election of Director to serve a three-year term expiring in 2025: Maria Teresa Tejada

Management

For

For

For

For

2.

To ratify the appointment of the accounting firm of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending August 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.

To vote on a non-binding advisory resolution to approve the compensation of our named executive officers.

Management

For

For

For

For

4.

To approve an amendment to the Certificate of Incorporation to declassify the Board of Directors, including procedures relating to Board composition.

Management

For

For

For

For

5.

To approve an amendment to the Certificate of Incorporation to remove certain business combination restrictions.

Management

For

For

For

For

6.

To approve an amendment to the Certificate of Incorporation to add a Delaware forum selection provision.

Management

For

For

For

For

7.

To approve an amendment to the Certificate of Incorporation to add a federal forum selection provision.

Management

For

For

For

For

8.

To approve an amendment to the Certificate of Incorporation to remove a creditor compromise provision.

Management

For

For

For

For

9.

To approve amendment and restatement of the Certificate of Incorporation to clarify, streamline and modernize the Certificate of Incorporation.

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

186

0

07-Dec-2022

07-Dec-2022

MICRON TECHNOLOGY, INC.

Security

595112103

Meeting Type

Annual

Ticker Symbol

MU

Meeting Date

12-Jan-2023

ISIN

US5951121038

Agenda

935742177 - Management

Record Date

14-Nov-2022

Holding Recon Date

14-Nov-2022

City /

Country

/

United States

Vote Deadline

11-Jan-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

ELECTION OF DIRECTOR: Richard M. Beyer

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.

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 M. 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: 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.

1h.

ELECTION OF DIRECTOR: MaryAnn Wright

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.

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

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 BY THE COMPANY TO APPROVE OUR AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN TO INCREASE THE SHARES RESERVED FOR ISSUANCE THERUNDER BY 50 MILLION AS DESCRIBED IN THE PROXY STATEMENT.

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.

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 AUGUST 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.

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

2,395

0

29-Dec-2022

29-Dec-2022

LINDE PLC

Security

G5494J103

Meeting Type

Special

Ticker Symbol

LIN

Meeting Date

18-Jan-2023

ISIN

IE00BZ12WP82

Agenda

935750819 - Management

Record Date

08-Dec-2022

Holding Recon Date

08-Dec-2022

City /

Country

/

United Kingdom

Vote Deadline

17-Jan-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To approve, subject to the approval by the requisite majorities at the Court Meeting, the scheme of arrangement that is included in Linde's Proxy Statement, referred to as the "Scheme" or "Scheme of Arrangement," in its original form or with or subject to any modification, addition or condition approved or imposed by the Irish High Court.

Management

For

For

For

For

2.

To approve, subject to the Scheme becoming effective, an amendment to the articles of association of Linde, which are part of the Linde constitution, referred to as the "Articles," in respect of certain mechanics to effect the Scheme as set forth in Linde's Proxy Statement.

Management

For

For

For

For

3.

To approve the Common Draft Terms of Merger dated December 2, 2022 between Linde and New Linde, that are included in Linde's Proxy Statement, whereupon and assuming the other conditions to the merger are satisfied, Linde would be merged with and into New Linde, with New Linde surviving the merger, and the directors of Linde be authorized to take all steps necessary or appropriate to execute and carry the merger into effect.

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

498

0

27-Dec-2022

27-Dec-2022

LINDE PLC

Security

G5494J111

Meeting Type

Special

Ticker Symbol

Meeting Date

18-Jan-2023

ISIN

Agenda

935750821 - Management

Record Date

08-Dec-2022

Holding Recon Date

08-Dec-2022

City /

Country

/

United Kingdom

Vote Deadline

17-Jan-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

To approve the Scheme of Arrangement under Irish Law between Linde plc and the Scheme Shareholders, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court.

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

498

0

13-Jan-2023

13-Jan-2023

INTUIT INC.

Security

461202103

Meeting Type

Annual

Ticker Symbol

INTU

Meeting Date

19-Jan-2023

ISIN

US4612021034

Agenda

935744006 - Management

Record Date

21-Nov-2022

Holding Recon Date

21-Nov-2022

City /

Country

/

United States

Vote Deadline

18-Jan-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Eve Burton

Management

For

For

For

For

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

For

For

For

For

1f.

Election of Director: Tekedra Mawakana

Management

For

For

For

For

1g.

Election of Director: Suzanne Nora Johnson

Management

Against

For

Against

For

Comments: 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: Thomas Szkutak

Management

For

For

For

For

1i.

Election of Director: Raul Vazquez

Management

For

For

For

For

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, 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 the Amended and Restated Employee Stock Purchase Plan to increase the share reserve by an additional 2,000,000 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

399

0

03-Jan-2023

03-Jan-2023

COSTCO WHOLESALE CORPORATION

Security

22160K105

Meeting Type

Annual

Ticker Symbol

COST

Meeting Date

19-Jan-2023

ISIN

US22160K1051

Agenda

935745933 - Management

Record Date

11-Nov-2022

Holding Recon Date

11-Nov-2022

City /

Country

/

United States

Vote Deadline

18-Jan-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Ron M. Vachris

Management

For

For

For

For

1k.

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 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 executive compensation.

Management

For

For

For

For

4.

Approval, on an advisory basis, of frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

5.

Shareholder proposal regarding report on risks of state policies restricting reproductive rights.

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

137

0

05-Jan-2023

05-Jan-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

340

0

05-Jan-2023

05-Jan-2023

VISA INC.

Security

92826C839

Meeting Type

Annual

Ticker Symbol

V

Meeting Date

24-Jan-2023

ISIN

US92826C8394

Agenda

935745779 - Management

Record Date

25-Nov-2022

Holding Recon Date

25-Nov-2022

City /

Country

/

United States

Vote Deadline

23-Jan-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Kermit R. Crawford

Management

For

For

For

For

1c.

Election of Director: Francisco Javier Fernández-Carbajal

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 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: Alfred F. Kelly, Jr.

Management

Against

For

Against

For

Comments: 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: Ramon Laguarta

Management

For

For

For

For

1f.

Election of Director: Teri L. List

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 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: John F. Lundgren

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 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: Denise M. Morrison

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 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: 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

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 hold an advisory vote on the frequency of future advisory votes to approve executive compensation.

Management

1 Year

1 Year

For

For

4.

To ratify the appointment of KPMG 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 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 vote on a stockholder proposal requesting 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

1,001

0

10-Jan-2023

10-Jan-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,360

0

10-Jan-2023

10-Jan-2023

BECTON, DICKINSON AND COMPANY

Security

075887109

Meeting Type

Annual

Ticker Symbol

BDX

Meeting Date

24-Jan-2023

ISIN

US0758871091

Agenda

935749789 - Management

Record Date

05-Dec-2022

Holding Recon Date

05-Dec-2022

City /

Country

/

United States

Vote Deadline

23-Jan-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: William M. Brown

Management

Against

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 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: Catherine M. Burzik

Management

For

For

For

For

1C.

Election of Director: Carrie L. Byington

Management

For

For

For

For

1D.

Election of Director: R Andrew Eckert

Management

Against

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 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: Claire M. Fraser

Management

Against

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 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: Jeffrey W. Henderson

Management

Against

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 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: 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.

1H.

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 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: Thomas E. Polen

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.

1J.

Election of Director: Timothy M. Ring

Management

For

For

For

For

1K.

Election of Director: Bertram L. Scott

Management

For

For

For

For

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 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.

4.

Advisory vote to approve the frequency of named executive officer compensation advisory votes.

Management

1 Year

1 Year

For

For

5.

Approval of amendments to the 2004 Employee and Director Equity-Based 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 seeks 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.

A shareholder proposal to require prior shareholder approval of certain termination payments, if properly presented at the meeting.

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

726

0

09-Jan-2023

09-Jan-2023

AIR PRODUCTS AND CHEMICALS, INC.

Security

009158106

Meeting Type

Annual

Ticker Symbol

APD

Meeting Date

26-Jan-2023

ISIN

US0091581068

Agenda

935746365 - Management

Record Date

30-Nov-2022

Holding Recon Date

30-Nov-2022

City /

Country

/

United States

Vote Deadline

25-Jan-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Tonit M. Calaway

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 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: Charles Cogut

Management

For

For

For

For

1c.

Election of Director: Lisa A. Davis

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 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: Seifollah Ghasemi

Management

For

For

For

For

1e.

Election of Director: David H.Y. Ho

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 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: Edward L. Monser

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 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: Matthew H. Paull

Management

For

For

For

For

1h.

Election of Director: Wayne T. Smith

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 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 vote approving the compensation of the Company's 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.

Advisory vote on the frequency of future advisory votes on executive officer compensation.

Management

1 Year

1 Year

For

For

4.

Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 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 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.

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

386

0

10-Jan-2023

10-Jan-2023

ACCENTURE PLC

Security

G1151C101

Meeting Type

Annual

Ticker Symbol

ACN

Meeting Date

01-Feb-2023

ISIN

IE00B4BNMY34

Agenda

935750174 - Management

Record Date

06-Dec-2022

Holding Recon Date

06-Dec-2022

City /

Country

/

United States

Vote Deadline

31-Jan-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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, in a non-binding vote, the frequency of future non-binding votes to approve the compensation of our named executive officers.

Management

1 Year

1 Year

For

For

4.

To ratify, in a non-binding vote, the appointment of KPMG LLP ("KPMG") as independent auditor 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 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.

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

555

0

17-Jan-2023

17-Jan-2023

EMERSON ELECTRIC CO.

Security

291011104

Meeting Type

Annual

Ticker Symbol

EMR

Meeting Date

07-Feb-2023

ISIN

US2910111044

Agenda

935748600 - Management

Record Date

29-Nov-2022

Holding Recon Date

29-Nov-2022

City /

Country

/

United States

Vote Deadline

06-Feb-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

ELECTION OF DIRECTOR FOR TERMS ENDING IN 2026: Martin S. Craighead

Management

For

For

For

For

1b.

ELECTION OF DIRECTOR FOR TERMS ENDING IN 2026: Gloria A. Flach

Management

For

For

For

For

1c.

ELECTION OF DIRECTOR FOR TERMS ENDING IN 2026: Matthew S. Levatich

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.

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 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 Emerson Electric Co. executive compensation.

Management

For

For

For

For

4.

Advisory vote on frequency of future shareholder advisory approval of the Company's executive compensation.

Management

1 Year

1 Year

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

2,199

0

19-Jan-2023

19-Jan-2023

THE WALT DISNEY COMPANY

Security

254687106

Meeting Type

Contested-Annual

Ticker Symbol

DIS

Meeting Date

09-Feb-2023

ISIN

US2546871060

Agenda

935763816 - Opposition

Record Date

23-Jan-2023

Holding Recon Date

23-Jan-2023

City /

Country

/

United States

Vote Deadline

08-Feb-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a

TRIAN RECOMMENDED NOMINEE: Nelson Peltz

Management

Withheld

For

Against

None

1b

OPPOSED COMPANY NOMINEE: Michael B.G. Froman

Management

Withheld

Withheld

*

None

1c

ACCEPTABLE COMPANY NOMINEE: Mary T. Barra

Management

Withheld

Withheld

*

None

1d

ACCEPTABLE COMPANY NOMINEE: Safra A. Catz

Management

Withheld

Withheld

*

None

1e

ACCEPTABLE COMPANY NOMINEE: Amy L. Chang

Management

Withheld

Withheld

*

None

1f

ACCEPTABLE COMPANY NOMINEE: Francis A. deSouza

Management

Withheld

Withheld

*

None

1g

ACCEPTABLE COMPANY NOMINEE: Carolyn N. Everson

Management

Withheld

Withheld

*

None

1h

ACCEPTABLE COMPANY NOMINEE: Robert A. Iger

Management

Withheld

Withheld

*

None

1i

ACCEPTABLE COMPANY NOMINEE: Maria Elena Lagomasino

Management

Withheld

Withheld

*

None

1j

ACCEPTABLE COMPANY NOMINEE: Calvin R. McDonald

Management

Withheld

Withheld

*

None

1k

ACCEPTABLE COMPANY NOMINEE: Mark G. Parker

Management

Withheld

Withheld

*

None

1l

ACCEPTABLE COMPANY NOMINEE: Derica W. Rice

Management

Withheld

Withheld

*

None

2

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2023.

Management

Abstain

None

None

3

CONSIDERATION OF AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

Abstain

None

None

4

CONSIDERATION OF AN ADVISORY VOTE ON THE FREQUENCY OF VOTES ON EXECUTIVE COMPENSATION.

Management

Abstain

None

None

5

Shareholder Proposal requesting a business operations report.

Shareholder

Abstain

None

None

6

Shareholder Proposal requesting charitable contributions disclosure.

Shareholder

Abstain

None

None

7

Shareholder Proposal requesting a political expenditures report.

Shareholder

Abstain

None

None

8

Trian's proposal to repeal certain bylaws.

Management

For

For

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

329

0

10-Feb-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,630

0

10-Feb-2023

DEERE & COMPANY

Security

244199105

Meeting Type

Annual

Ticker Symbol

DE

Meeting Date

22-Feb-2023

ISIN

US2441991054

Agenda

935755009 - Management

Record Date

27-Dec-2022

Holding Recon Date

27-Dec-2022

City /

Country

/

United States

Vote Deadline

21-Feb-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

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: 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 to approve executive compensation("say-on-pay").

Management

For

For

For

For

3.

Advisory vote on the frequency of future say-on-pay votes.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of Deloitte & Touche LLP as Deere'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.

5.

Shareholder proposal regarding 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 a 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

240

0

06-Feb-2023

06-Feb-2023

QUALCOMM INCORPORATED

Security

747525103

Meeting Type

Annual

Ticker Symbol

QCOM

Meeting Date

08-Mar-2023

ISIN

US7475251036

Agenda

935757281 - Management

Record Date

09-Jan-2023

Holding Recon Date

09-Jan-2023

City /

Country

/

United States

Vote Deadline

07-Mar-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to hold office until the next annual meeting of stockholders: Sylvia Acevedo

Management

For

For

For

For

1b.

Election of Director to hold office until the next annual meeting of stockholders: Cristiano R. Amon

Management

For

For

For

For

1c.

Election of Director to hold office until the next annual meeting of stockholders: Mark Fields

Management

For

For

For

For

1d.

Election of Director to hold office until the next annual meeting of stockholders: Jeffrey W. Henderson

Management

For

For

For

For

1e.

Election of Director to hold office until the next annual meeting of stockholders: Gregory N. Johnson

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 to hold office until the next annual meeting of stockholders: Ann M. Livermore

Management

For

For

For

For

1g.

Election of Director to hold office until the next annual meeting of stockholders: Mark D. McLaughlin

Management

For

For

For

For

1h.

Election of Director to hold office until the next annual meeting of stockholders: Jamie S. Miller

Management

For

For

For

For

1i.

Election of Director to hold office until the next annual meeting of stockholders: Irene B. Rosenfeld

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 to hold office until the next annual meeting of stockholders: Kornelis (Neil) Smit

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 to hold office until the next annual meeting of stockholders: Jean- Pascal Tricoire

Management

For

For

For

For

1l.

Election of Director to hold office until the next annual meeting of stockholders: 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 24, 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 the QUALCOMM Incorporated 2023 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.

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.

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

970

0

23-Feb-2023

23-Feb-2023

ANALOG DEVICES, INC.

Security

032654105

Meeting Type

Annual

Ticker Symbol

ADI

Meeting Date

08-Mar-2023

ISIN

US0326541051

Agenda

935758740 - Management

Record Date

03-Jan-2023

Holding Recon Date

03-Jan-2023

City /

Country

/

United States

Vote Deadline

07-Mar-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Vincent Roche

Management

Against

For

Against

For

Comments: 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: James A. Champy

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: André Andonian

Management

For

For

For

For

1d.

Election of Director: Anantha P. Chandrakasan

Management

For

For

For

For

1e.

Election of Director: Edward H. Frank

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 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: Laurie H. Glimcher

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 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: Karen M. Golz

Management

For

For

For

For

1h.

Election of Director: Mercedes Johnson

Management

For

For

For

For

1i.

Election of Director: Kenton J. Sicchitano

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: Ray Stata

Management

For

For

For

For

1k.

Election of Director: Susie Wee

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 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 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.

Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.

Management

1 Year

1 Year

For

For

4.

Ratification of the selection of Ernst & Young 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.

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

636

0

16-Feb-2023

16-Feb-2023

JOHNSON CONTROLS INTERNATIONAL PLC

Security

G51502105

Meeting Type

Annual

Ticker Symbol

JCI

Meeting Date

08-Mar-2023

ISIN

IE00BY7QL619

Agenda

935759590 - Management

Record Date

05-Jan-2023

Holding Recon Date

05-Jan-2023

City /

Country

/

United States

Vote Deadline

07-Mar-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director for a period of one year, expiring at the end of the Company's Annual General Meeting in 2024: Jean Blackwell

Management

For

For

For

For

1b.

Election of Director for a period of one year, expiring at the end of the Company's Annual General Meeting in 2024: Pierre Cohade

Management

For

For

For

For

1c.

Election of Director for a period of one year, expiring at the end of the Company's Annual General Meeting in 2024: Michael E. Daniels

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 for a period of one year, expiring at the end of the Company's Annual General Meeting in 2024: W. Roy Dunbar

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 for a period of one year, expiring at the end of the Company's Annual General Meeting in 2024: Gretchen R. Haggerty

Management

For

For

For

For

1f.

Election of Director for a period of one year, expiring at the end of the Company's Annual General Meeting in 2024: Ayesha Khanna

Management

For

For

For

For

1g.

Election of Director for a period of one year, expiring at the end of the Company's Annual General Meeting in 2024: Simone Menne

Management

For

For

For

For

1h.

Election of Director for a period of one year, expiring at the end of the Company's Annual General Meeting in 2024: George R. Oliver

Management

For

For

For

For

1i.

Election of Director for a period of one year, expiring at the end of the Company's Annual General Meeting in 2024: Jürgen Tinggren

Management

For

For

For

For

1j.

Election of Director for a period of one year, expiring at the end of the Company's Annual General Meeting in 2024: Mark Vergnano

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 period of one year, expiring at the end of the Company's Annual General Meeting in 2024: John D. Young

Management

For

For

For

For

2.a

To ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company.

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.

2.b

To authorize the Audit 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 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 authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares.

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 Resolution.

4.

To determine the price range at which the Company can re-allot shares that it holds as treasury shares (Special Resolution).

Management

For

For

For

For

5.

To approve, in a non-binding advisory vote, 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.

6.

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

Management

1 Year

1 Year

For

For

7.

To approve the Directors' authority to allot shares up to approximately 20% of issued share capital.

Management

For

For

For

For

8.

To approve the waiver of statutory preemption rights with respect to up to 5% of the issued share capital (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

3,150

0

27-Feb-2023

27-Feb-2023

APPLIED MATERIALS, INC.

Security

038222105

Meeting Type

Annual

Ticker Symbol

AMAT

Meeting Date

09-Mar-2023

ISIN

US0382221051

Agenda

935760858 - Management

Record Date

11-Jan-2023

Holding Recon Date

11-Jan-2023

City /

Country

/

United States

Vote Deadline

08-Mar-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Rani Borkar

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: Judy Bruner

Management

For

For

For

For

1c.

Election of Director: Xun (Eric) Chen

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: 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. 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: 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. 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: Kevin P. March

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 2022.

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, on an advisory basis, of the frequency of holding an advisory vote on executive compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of KPMG LLP as Applied Materials' 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.

5.

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 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.

6.

Shareholder proposal to improve the executive compensation program and policy to include the CEO pay ratio factor.

Shareholder

For

Against

Against

For

Comments: We believe that CEO-to-worker 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' 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

842

0

23-Feb-2023

23-Feb-2023

APPLE INC.

Security

037833100

Meeting Type

Annual

Ticker Symbol

AAPL

Meeting Date

10-Mar-2023

ISIN

US0378331005

Agenda

935757700 - Management

Record Date

09-Jan-2023

Holding Recon Date

09-Jan-2023

City /

Country

/

United States

Vote Deadline

09-Mar-2023 11:59 PM ET

SEDOL(s)

Quick Code

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. 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: Alex Gorsky

Management

For

For

For

For

1e

Election of Director: Andrea Jung

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: 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.

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. 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: 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 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.

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.

Advisory vote on the frequency of advisory votes on executive compensation

Management

1 Year

1 Year

For

For

5.

A shareholder proposal entitled "Civil Rights and Non-Discrimination 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.

6.

A shareholder proposal entitled "Communist 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.

7.

A shareholder proposal on Board policy for communication with shareholder proponents

Shareholder

Against

Against

For

For

8.

A shareholder proposal entitled "Racial and Gender Pay Gaps"

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 "Shareholder Proxy Access Amendments"

Shareholder

For

Against

Against

For

Comments: We believe that adopting a proxy access bylaw in accordance to the shareholder proposal is in the best interests of the Company and its 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

1,609

0

01-Mar-2023

01-Mar-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

14,080

0

01-Mar-2023

01-Mar-2023

AGILENT TECHNOLOGIES, INC.

Security

00846U101

Meeting Type

Annual

Ticker Symbol

A

Meeting Date

15-Mar-2023

ISIN

US00846U1016

Agenda

935762218 - Management

Record Date

24-Jan-2023

Holding Recon Date

24-Jan-2023

City /

Country

/

United States

Vote Deadline

14-Mar-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Heidi K. Kunz

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 three-year term: Susan H. Rataj

Management

For

For

For

For

1.3

Election of Director for a three-year term: George A. Scangos, 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. 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 three-year term: Dow R. Wilson

Management

For

For

For

For

2.

To approve, on a non-binding 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.

3.

To ratify the Audit and Finance Committee's 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 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 amendments to the Certificate of Incorporation to create a new stockholder right to call a special meeting.

Management

Against

For

Against

For

Comments: We do not believe it is appropriate to enable holders of 20% 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 AGAINST this Proposal.

5.

An advisory vote on the frequency of the stockholder vote to approve the compensation of our named executive officers.

Management

1 Year

1 Year

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

622

0

02-Mar-2023

02-Mar-2023

STARBUCKS CORPORATION

Security

855244109

Meeting Type

Annual

Ticker Symbol

SBUX

Meeting Date

23-Mar-2023

ISIN

US8552441094

Agenda

935762193 - Management

Record Date

13-Jan-2023

Holding Recon Date

13-Jan-2023

City /

Country

/

United States

Vote Deadline

22-Mar-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: Andrew Campion

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: Beth Ford

Management

For

For

For

For

1d.

Election of Director: Mellody Hobson

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.

1e.

Election of Director: Jørgen Vig Knudstorp

Management

For

For

For

For

1f.

Election of Director: Satya Nadella

Management

For

For

For

For

1g.

Election of Director: Laxman Narasimhan

Management

For

For

For

For

1h.

Election of Director: Howard Schultz

Management

For

For

For

For

2.

Approval, on a nonbinding basis, of the compensation paid to 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.

Approval, on a nonbinding basis, of the frequency of future advisory votes on executive compensation

Management

1 Year

1 Year

For

For

4.

Ratify the selection of Deloitte & Touche LLP as our 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.

5.

Report on Plant-Based Milk Pricing

Shareholder

Against

Against

For

For

Comments: We do not believe that producing the requested report would be in the best interests of the Company and its stockholders. As such, in accordance with Egan-Jones Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

CEO Succession Planning Policy Amendment

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will enable to expand and formalize CEO succession in order to recruit the best candidate who is fit to the role. As such, we recommend a vote FOR this Proposal.

7.

Annual Reports on Company Operations in China

Shareholder

For

Against

Against

For

Comments: Investors favor policies and practices that protect and enhance the value of their investments. There is increasing recognition that company risks related to human rights violations, such as litigation, reputational damage, and production disruptions, can adversely affect shareholder value. To manage such risks effectively, companies must assess the risks posed by human rights practices in their operations and supply chain, as well as by the use of their products. As such, we recommend a vote FOR this Proposal.

8.

Assessment of Worker Rights Commitments

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.

Creation of Board Committee on Corporate Sustainability

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal will strengthen the Company's commitment to sustainability. 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

2,144

0

15-Mar-2023

15-Mar-2023

BROADCOM INC

Security

11135F101

Meeting Type

Annual

Ticker Symbol

AVGO

Meeting Date

03-Apr-2023

ISIN

US11135F1012

Agenda

935766189 - Management

Record Date

06-Feb-2023

Holding Recon Date

06-Feb-2023

City /

Country

/

United States

Vote Deadline

31-Mar-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: 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: 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: Check Kian Low

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: 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: 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 Pricewaterhouse Coopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending October 29, 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 an amendment and restatement of the 2012 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.

4.

Advisory vote to approve the 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.

5.

Advisory vote on the frequency of the advisory vote on named executive officer compensation.

Management

1 Year

1 Year

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

356

0

22-Mar-2023

22-Mar-2023

THE WALT DISNEY COMPANY

Security

254687106

Meeting Type

Annual

Ticker Symbol

DIS

Meeting Date

03-Apr-2023

ISIN

US2546871060

Agenda

935766595 - Management

Record Date

08-Feb-2023

Holding Recon Date

08-Feb-2023

City /

Country

/

United States

Vote Deadline

31-Mar-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

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.

1b.

Election of Director: Safra A. Catz

Management

For

For

For

For

1c.

Election of Director: Amy L. Chang

Management

For

For

For

For

1d.

Election of Director: Francis A. deSouza

Management

For

For

For

For

1e.

Election of Director: Carolyn N. Everson

Management

For

For

For

For

1f.

Election of Director: Michael B.G. Froman

Management

For

For

For

For

1g.

Election of Director: Robert A. Iger

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

For

For

For

For

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 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.

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.

Consideration of an advisory vote on the frequency of advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

5.

Shareholder proposal, if properly presented at the meeting, requesting a report on operations related to China.

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.

6.

Shareholder proposal, if properly presented at the meeting, requesting charitable contributions disclosure.

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.

Shareholder proposal, if properly presented at the meeting, requesting a political expenditures 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

281

0

23-Mar-2023

23-Mar-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,630

0

23-Mar-2023

23-Mar-2023

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)

Security

806857108

Meeting Type

Annual

Ticker Symbol

SLB

Meeting Date

05-Apr-2023

ISIN

AN8068571086

Agenda

935767105 - Management

Record Date

08-Feb-2023

Holding Recon Date

08-Feb-2023

City /

Country

/

United States

Vote Deadline

04-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Peter Coleman

Management

For

For

For

For

1b.

Election of Director: Patrick de La Chevardière

Management

For

For

For

For

1c.

Election of Director: Miguel Galuccio

Management

For

For

For

For

1d.

Election of Director: Olivier Le Peuch

Management

For

For

For

For

1e.

Election of Director: Samuel Leupold

Management

For

For

For

For

1f.

Election of Director: Tatiana Mitrova

Management

For

For

For

For

1g.

Election of Director: Maria Moraeus Hanssen

Management

For

For

For

For

1h.

Election of Director: Vanitha Narayanan

Management

For

For

For

For

1i.

Election of Director: Mark Papa

Management

For

For

For

For

1j.

Election of Director: Jeff Sheets

Management

For

For

For

For

1k.

Election of Director: Ulrich Spiesshofer

Management

For

For

For

For

2.

Advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

3.

Advisory approval of our executive compensation.

Management

For

For

For

For

4.

Approval of our consolidated balance sheet at December 31, 2022; our consolidated statement of income for the year ended December 31, 2022; and the declarations of dividends by our Board of Directors in 2022, as reflected in our 2022 Annual Report to Shareholders.

Management

For

For

For

For

5.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 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

3,393

0

13-Mar-2023

13-Mar-2023

A.O. SMITH CORPORATION

Security

831865209

Meeting Type

Annual

Ticker Symbol

AOS

Meeting Date

11-Apr-2023

ISIN

US8318652091

Agenda

935771267 - Management

Record Date

21-Feb-2023

Holding Recon Date

21-Feb-2023

City /

Country

/

United States

Vote Deadline

10-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Ronald D Brown

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

Earl E. Exum

For

For

For

For

3

Michael M. Larsen

For

For

For

For

4

Idelle K. Wolf

For

For

For

For

2.

Proposal to approve, by nonbinding advisory vote, 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.

Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the corporation.

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, by nonbinding advisory vote, whether the company will conduct future advisory votes on the compensation of our named executive officers every year, two years or three years.

Management

1 Year

1 Year

For

For

5.

Stockholder proposal requesting a Board report assessing inclusion in our workplace, if properly presented at the Annual 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

1,321

0

29-Mar-2023

29-Mar-2023

SYNOPSYS, INC.

Security

871607107

Meeting Type

Annual

Ticker Symbol

SNPS

Meeting Date

12-Apr-2023

ISIN

US8716071076

Agenda

935768599 - Management

Record Date

13-Feb-2023

Holding Recon Date

13-Feb-2023

City /

Country

/

United States

Vote Deadline

11-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Luis Borgen

Management

For

For

For

For

1c.

Election of Director: Marc N. Casper

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: Janice D. Chaffin

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: 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. 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: Mercedes Johnson

Management

For

For

For

For

1g.

Election of Director: Jeannine P. Sargent

Management

For

For

For

For

1h.

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. 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: 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 3,300,000 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.

3.

To approve, on an advisory basis, the frequency of an advisory vote on the compensation of our named executive officers.

Management

1 Year

1 Year

For

For

4.

To approve, on an 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 Proposal.

5.

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

6.

To vote on a stockholder proposal regarding special stockholder meetings, 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

210

0

27-Mar-2023

27-Mar-2023

LENNAR CORPORATION

Security

526057104

Meeting Type

Annual

Ticker Symbol

LEN

Meeting Date

12-Apr-2023

ISIN

US5260571048

Agenda

935769159 - Management

Record Date

15-Feb-2023

Holding Recon Date

15-Feb-2023

City /

Country

/

United States

Vote Deadline

11-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to serve until the 2024 Annual Meeting of Stockholders: 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 until the 2024 Annual Meeting of Stockholders: Rick Beckwitt

Management

For

For

For

For

1c.

Election of Director to serve until the 2024 Annual Meeting of Stockholders: Tig Gilliam

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 to serve until the 2024 Annual Meeting of Stockholders: Sherrill W. Hudson

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 2024 Annual Meeting of Stockholders: Jonathan M. Jaffe

Management

For

For

For

For

1f.

Election of Director to serve until the 2024 Annual Meeting of Stockholders: Sidney Lapidus

Management

For

For

For

For

1g.

Election of Director to serve until the 2024 Annual Meeting of Stockholders: Teri P. McClure

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 2024 Annual Meeting of Stockholders: Stuart Miller

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.

1i.

Election of Director to serve until the 2024 Annual Meeting of Stockholders: Armando Olivera

Management

For

For

For

For

1j.

Election of Director to serve until the 2024 Annual Meeting of Stockholders: Jeffrey Sonnenfeld

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.

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.

3.

Approval, on an advisory basis, of the frequency of the stockholder vote on the compensation of our named executive officers.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 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.

Vote on a stockholder proposal regarding the elimination of our dual-class common stock voting structure.

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.

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

1,642

0

29-Mar-2023

29-Mar-2023

U.S. BANCORP

Security

902973304

Meeting Type

Annual

Ticker Symbol

USB

Meeting Date

18-Apr-2023

ISIN

US9029733048

Agenda

935771914 - Management

Record Date

21-Feb-2023

Holding Recon Date

21-Feb-2023

City /

Country

/

United States

Vote Deadline

17-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Warner L. Baxter

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: 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: Alan B. Colberg

Management

For

For

For

For

1f.

Election of Director: Kimberly N. Ellison- Taylor

Management

For

For

For

For

1g

Election of Director: Kimberly J. 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.

1h.

Election of Director: Roland A. Hernandez

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: Loretta E. Reynolds

Management

For

For

For

For

1l.

Election of Director: John P. Wiehoff

Management

For

For

For

For

1m.

Election of Director: Scott W. Wine

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.

An advisory vote to approve the compensation of our executives 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.

An advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2023 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

2,099

0

20-Mar-2023

20-Mar-2023

M&T BANK CORPORATION

Security

55261F104

Meeting Type

Annual

Ticker Symbol

MTB

Meeting Date

18-Apr-2023

ISIN

US55261F1049

Agenda

935775873 - Management

Record Date

23-Feb-2023

Holding Recon Date

23-Feb-2023

City /

Country

/

United States

Vote Deadline

17-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: John P. Barnes

Management

For

For

For

For

1b.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Robert T. Brady

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 FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Carlton J. Charles

Management

For

For

For

For

1d.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Jane Chwick

Management

For

For

For

For

1e.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: William F. Cruger, Jr.

Management

For

For

For

For

1f.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: T. Jefferson Cunningham 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 FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Gary N. Geisel

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.

1h.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Leslie V. Godridge

Management

For

For

For

For

1i.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: René F. Jones

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.

1j.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Richard H. Ledgett, Jr.

Management

For

For

For

For

1k.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Melinda R. Rich

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 FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Robert E. Sadler, Jr.

Management

For

For

For

For

1m.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Denis J. Salamone

Management

For

For

For

For

1n.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: John R. Scannell

Management

For

For

For

For

1o.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Rudina Seseri

Management

For

For

For

For

1p.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Kirk W. Walters

Management

For

For

For

For

1q.

ELECTION OF DIRECTOR FOR ONE- YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Herbert L. Washington

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.

TO APPROVE THE 2022 COMPENSATION OF M&T BANK CORPORATION'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 RECOMMEND THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF M&T BANK CORPORATION'S NAMED EXECUTIVE OFFICERS.

Management

1 Year

1 Year

For

For

4.

TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE M&T BANK CORPORATION 2019 EQUITY 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.

5.

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 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.

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

186

0

20-Mar-2023

20-Mar-2023

EQT CORPORATION

Security

26884L109

Meeting Type

Annual

Ticker Symbol

EQT

Meeting Date

19-Apr-2023

ISIN

US26884L1098

Agenda

935772601 - Management

Record Date

03-Feb-2023

Holding Recon Date

03-Feb-2023

City /

Country

/

United States

Vote Deadline

18-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Lydia I. Beebe

Management

For

For

For

For

1b.

Election of Director: Lee M. Canaan

Management

For

For

For

For

1c.

Election of Director: Janet L. Carrig

Management

For

For

For

For

1d.

Election of Director: Frank C. Hu

Management

For

For

For

For

1e.

Election of Director: Kathryn J. Jackson, Ph.D

Management

For

For

For

For

1f.

Election of Director: John F. McCartney

Management

For

For

For

For

1g.

Election of Director: James T. McManus II

Management

For

For

For

For

1h.

Election of Director: Anita M. Powers

Management

For

For

For

For

1i.

Election of Director: Daniel J. Rice IV

Management

For

For

For

For

1j.

Election of Director: Toby Z. Rice

Management

For

For

For

For

1k.

Election of Director: Hallie A. Vanderhider

Management

For

For

For

For

2.

Advisory vote to approve the 2022 compensation of EQT Corporation's named executive officers (say-on-pay)

Management

For

For

For

For

3.

Advisory vote on the frequency of advisory votes on named executive officer compensation (say-on-frequency)

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of Ernst & Young LLP as EQT Corporation's independent registered public accounting firm for fiscal year ending December 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.

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

1,051

0

21-Mar-2023

21-Mar-2023

HCA HEALTHCARE, INC.

Security

40412C101

Meeting Type

Annual

Ticker Symbol

HCA

Meeting Date

19-Apr-2023

ISIN

US40412C1018

Agenda

935776902 - Management

Record Date

24-Feb-2023

Holding Recon Date

24-Feb-2023

City /

Country

/

United States

Vote Deadline

18-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Thomas F. Frist III

Management

For

For

For

For

1b.

Election of Director: Samuel N. Hazen

Management

For

For

For

For

1c.

Election of Director: Meg G. Crofton

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: Robert J. Dennis

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: Nancy-Ann DeParle

Management

For

For

For

For

1f.

Election of Director: William R. Frist

Management

For

For

For

For

1g.

Election of Director: Hugh F. Johnston

Management

For

For

For

For

1h.

Election of Director: Michael W. Michelson

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: Wayne J. Riley, M.D.

Management

For

For

For

For

1j.

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, 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.

To approve the HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan.

Management

For

For

For

For

4.

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.

5.

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.

6.

Stockholder proposal, if properly presented at the meeting, regarding amendment to Patient Safety and Quality of Care Committee charter.

Shareholder

Against

Against

For

For

Comments: We believe that approval of the proposal is not in the best interests of the 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

173

0

04-Apr-2023

04-Apr-2023

ADOBE INC.

Security

00724F101

Meeting Type

Annual

Ticker Symbol

ADBE

Meeting Date

20-Apr-2023

ISIN

US00724F1012

Agenda

935770126 - Management

Record Date

21-Feb-2023

Holding Recon Date

21-Feb-2023

City /

Country

/

United States

Vote Deadline

19-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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 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: 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 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: 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 to serve for a one-year term: Shantanu Narayen

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 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: 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 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.

Approve the 2019 Equity Incentive Plan, as amended, to increase the available share reserve by 12,000,000 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.

3.

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on December 1, 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.

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.

5.

Approve, on an advisory basis, the frequency of the advisory vote on executive compensation.

Management

1 Year

1 Year

For

For

6.

Stockholder Proposal - Report on Hiring of Persons with Arrest or Incarceration Records.

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

542

0

09-Apr-2023

09-Apr-2023

KIMBERLY-CLARK CORPORATION

Security

494368103

Meeting Type

Annual

Ticker Symbol

KMB

Meeting Date

20-Apr-2023

ISIN

US4943681035

Agenda

935770140 - Management

Record Date

21-Feb-2023

Holding Recon Date

21-Feb-2023

City /

Country

/

United States

Vote Deadline

19-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director for a term expire at 2024 Annual Meeting: Sylvia M. Burwell

Management

For

For

For

For

1b.

Election of Director for a term expire at 2024 Annual Meeting: John W. Culver

Management

For

For

For

For

1c.

Election of Director for a term expire at 2024 Annual Meeting: Michael D. Hsu

Management

For

For

For

For

1d.

Election of Director for a term expire at 2024 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.

1e.

Election of Director for a term expire at 2024 Annual Meeting: S. Todd Maclin

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 2024 Annual Meeting: Deirdre A. Mahlan

Management

For

For

For

For

1g.

Election of Director for a term expire at 2024 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.

1h.

Election of Director for a term expire at 2024 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.

1i.

Election of Director for a term expire at 2024 Annual Meeting: Jaime A. Ramirez

Management

For

For

For

For

1j.

Election of Director for a term expire at 2024 Annual Meeting: Dunia A. Shive

Management

For

For

For

For

1k.

Election of Director for a term expire at 2024 Annual Meeting: Mark T. Smucker

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 for a term expire at 2024 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.

4.

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

Management

1 Year

1 Year

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

771

0

27-Mar-2023

27-Mar-2023

HUMANA INC.

Security

444859102

Meeting Type

Annual

Ticker Symbol

HUM

Meeting Date

20-Apr-2023

ISIN

US4448591028

Agenda

935775467 - Management

Record Date

28-Feb-2023

Holding Recon Date

28-Feb-2023

City /

Country

/

United States

Vote Deadline

19-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

For

For

For

For

1f)

Election of Director: John W. Garratt

Management

For

For

For

For

1g)

Election of Director: Kurt J. Hilzinger

Management

For

For

For

For

1h)

Election of Director: Karen W. Katz

Management

For

For

For

For

1i)

Election of Director: Marcy S. Klevorn

Management

For

For

For

For

1j)

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.

1k)

Election of Director: Jorge S. Mesquita

Management

For

For

For

For

1l)

Election of Director: Brad D. Smith

Management

For

For

For

For

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 2023 proxy statement.

Management

For

For

For

For

4.

Non-binding advisory vote for the approval of the frequency with which future stockholder votes on the compensation of the named executive officers will be held.

Management

1 Year

1 Year

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

96

0

27-Mar-2023

27-Mar-2023

CORTEVA INC.

Security

22052L104

Meeting Type

Annual

Ticker Symbol

CTVA

Meeting Date

21-Apr-2023

ISIN

US22052L1044

Agenda

935773920 - Management

Record Date

27-Feb-2023

Holding Recon Date

27-Feb-2023

City /

Country

/

United States

Vote Deadline

20-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Lamberto Andreotti

Management

For

For

For

For

1b.

Election of Director: Klaus A. Engel

Management

For

For

For

For

1c.

Election of Director: David C. Everitt

Management

For

For

For

For

1d.

Election of Director: Janet P. Giesselman

Management

For

For

For

For

1e.

Election of Director: Karen H. Grimes

Management

For

For

For

For

1f.

Election of Director: Michael O. Johanns

Management

For

For

For

For

1g.

Election of Director: Rebecca B. Liebert

Management

For

For

For

For

1h.

Election of Director: Marcos M. Lutz

Management

For

For

For

For

1i.

Election of Director: Charles V. Magro

Management

For

For

For

For

1j.

Election of Director: Nayaki R. Nayyar

Management

For

For

For

For

1k.

Election of Director: Gregory R. Page

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.

1l.

Election of Director: Kerry J. Preete

Management

For

For

For

For

1m.

Election of Director: Patrick J. Ward

Management

For

For

For

For

2.

Advisory resolution to approve executive compensation of the Company's named executive officers.

Management

For

For

For

For

3.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 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

2,293

0

28-Mar-2023

28-Mar-2023

L3HARRIS TECHNOLOGIES INC.

Security

502431109

Meeting Type

Annual

Ticker Symbol

LHX

Meeting Date

21-Apr-2023

ISIN

US5024311095

Agenda

935775532 - Management

Record Date

24-Feb-2023

Holding Recon Date

24-Feb-2023

City /

Country

/

United States

Vote Deadline

20-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director for a Term Expiring at the 2024 Annual Meeting: Sallie B. Bailey

Management

For

For

For

For

1b.

Election of Director for a Term Expiring at the 2024 Annual Meeting: Peter W. Chiarelli

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 for a Term Expiring at the 2024 Annual Meeting: 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 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 for a Term Expiring at the 2024 Annual Meeting: Roger B. Fradin

Management

For

For

For

For

1e.

Election of Director for a Term Expiring at the 2024 Annual Meeting: Joanna L. Geraghty

Management

For

For

For

For

1f.

Election of Director for a Term Expiring at the 2024 Annual Meeting: Harry B. Harris, Jr.

Management

For

For

For

For

1g.

Election of Director for a Term Expiring at the 2024 Annual Meeting: 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 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 for a Term Expiring at the 2024 Annual Meeting: Christopher E. Kubasik

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.

1i.

Election of Director for a Term Expiring at the 2024 Annual Meeting: 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 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 Expiring at the 2024 Annual Meeting: Robert B. Millard

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 for a Term Expiring at the 2024 Annual Meeting: Edward A. Rice, Jr.

Management

For

For

For

For

1l.

Election of Director for a Term Expiring at the 2024 Annual Meeting: Christina L. Zamarro

Management

For

For

For

For

2.

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.

3.

Approval, in an Advisory Vote, of the Frequency of Future Shareholder Votes Regarding the Compensation of Named Executive Officers

Management

1 Year

1 Year

For

For

4.

Ratification of Appointment of Ernst & Young LLP as 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.

5.

Shareholder Proposal titled "Transparency in Regard to 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

255

0

04-Apr-2023

04-Apr-2023

FASTENAL COMPANY

Security

311900104

Meeting Type

Annual

Ticker Symbol

FAST

Meeting Date

22-Apr-2023

ISIN

US3119001044

Agenda

935770669 - Management

Record Date

22-Feb-2023

Holding Recon Date

22-Feb-2023

City /

Country

/

United States

Vote Deadline

21-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Scott A. Satterlee

Management

For

For

For

For

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. 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: Stephen L. Eastman

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: Daniel L. Florness

Management

For

For

For

For

1e.

Election of Director: Rita J. Heise

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: Hsenghung Sam Hsu

Management

For

For

For

For

1g.

Election of Director: Daniel 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.

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 2023 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

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, by non-binding vote, of the frequency of future executive compensation votes.

Management

1 Year

1 Year

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

3,114

0

13-Apr-2023

13-Apr-2023

MSCI INC.

Security

55354G100

Meeting Type

Annual

Ticker Symbol

MSCI

Meeting Date

25-Apr-2023

ISIN

US55354G1004

Agenda

935774554 - Management

Record Date

01-Mar-2023

Holding Recon Date

01-Mar-2023

City /

Country

/

United States

Vote Deadline

24-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Henry A. Fernandez

Management

For

For

For

For

1b.

Election of Director: Robert G. Ashe

Management

For

For

For

For

1c.

Election of Director: Wayne Edmunds

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: Catherine R. Kinney

Management

For

For

For

For

1e.

Election of Director: Robin Matlock

Management

For

For

For

For

1f.

Election of Director: Jacques P. Perold

Management

For

For

For

For

1g.

Election of Director: C.D. Baer Pettit

Management

For

For

For

For

1h.

Election of Director: Sandy C. Rattray

Management

For

For

For

For

1i.

Election of Director: Linda H. Riefler

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: Marcus L. Smith

Management

For

For

For

For

1k.

Election of Director: Rajat Taneja

Management

For

For

For

For

1l.

Election of Director: Paula Volent

Management

For

For

For

For

2.

To approve, by non-binding vote, our executive compensation, as described in these proxy materials.

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 recommend, by non-binding vote, the frequency of future advisory votes to approve executive compensation.

Management

1 Year

1 Year

For

For

4.

To ratify the appointment of PricewaterhouseCoopers 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.

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

357

0

30-Mar-2023

30-Mar-2023

INTERNATIONAL BUSINESS MACHINES CORP.

Security

459200101

Meeting Type

Annual

Ticker Symbol

IBM

Meeting Date

25-Apr-2023

ISIN

US4592001014

Agenda

935775405 - Management

Record Date

24-Feb-2023

Holding Recon Date

24-Feb-2023

City /

Country

/

United States

Vote Deadline

24-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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 Buberl

Management

For

For

For

For

1b.

Election of Director for a Term of One Year: David N. Farr

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 for a Term of One Year: Alex Gorsky

Management

For

For

For

For

1d.

Election of Director for a Term of One Year: Michelle J. Howard

Management

For

For

For

For

1e.

Election of Director for a Term of One Year: Arvind Krishna

Management

For

For

For

For

1f.

Election of Director for a Term of One Year: Andrew N. Liveris

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 for a Term of One Year: F. William McNabb III

Management

For

For

For

For

1h.

Election of Director for a Term of One Year: Martha E. Pollack

Management

For

For

For

For

1i.

Election of Director for a Term of One Year: Joseph R. Swedish

Management

For

For

For

For

1j.

Election of Director for a Term of One Year: Peter R. Voser

Management

For

For

For

For

1k.

Election of Director for a Term of One Year: Frederick H. Waddell

Management

For

For

For

For

1l.

Election of Director for a Term of One Year: Alfred W. Zollar

Management

For

For

For

For

2.

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.

3.

Advisory Vote on Executive Compensation.

Management

For

For

For

For

4.

Advisory Vote Regarding the Frequency of the Advisory Vote on Executive Compensation.

Management

1 Year

1 Year

For

For

5.

Stockholder Proposal to Have 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.

6.

Stockholder Proposal Requesting a Public 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.

7.

Stockholder Proposal Requesting a Public Report on Congruency in China Business Operations and ESG Activities.

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 a Public Report on Harassment and Discrimination Prevention Efforts.

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

1,218

0

16-Apr-2023

16-Apr-2023

THE COCA-COLA COMPANY

Security

191216100

Meeting Type

Annual

Ticker Symbol

KO

Meeting Date

25-Apr-2023

ISIN

US1912161007

Agenda

935776685 - Management

Record Date

24-Feb-2023

Holding Recon Date

24-Feb-2023

City /

Country

/

United States

Vote Deadline

24-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Carolyn Everson

Management

For

For

For

For

1g.

Election of Director: Helene D. Gayle

Management

For

For

For

For

1h.

Election of Director: Alexis M. Herman

Management

For

For

For

For

1i.

Election of Director: Maria Elena Lagomasino

Management

For

For

For

For

1j.

Election of Director: Amity Millhiser

Management

For

For

For

For

1k.

Election of Director: James Quincey

Management

For

For

For

For

1l.

Election of Director: Caroline J. Tsay

Management

For

For

For

For

1m.

Election of Director: David B. Weinberg

Management

For

For

For

For

2.

Advisory vote to approve executive compensation

Management

For

For

For

For

3.

Advisory vote on the frequency of future advisory votes to approve executive compensation

Management

1 Year

1 Year

For

For

4.

Ratify the appointment of Ernst & Young LLP as independent Auditors of the Company to serve for the 2023 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.

5.

Shareowner proposal requesting an audit of the Company's impact on nonwhite stakeholders

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.

Shareowner proposal requesting 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.

7.

Shareowner proposal regarding political expenditures values alignment

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.

8.

Shareowner proposal requesting 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.

9.

Shareowner proposal requesting a report on risks from state policies restricting 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.

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

2,997

0

09-Apr-2023

09-Apr-2023

WELLS FARGO & COMPANY

Security

949746101

Meeting Type

Annual

Ticker Symbol

WFC

Meeting Date

25-Apr-2023

ISIN

US9497461015

Agenda

935776774 - Management

Record Date

24-Feb-2023

Holding Recon Date

24-Feb-2023

City /

Country

/

United States

Vote Deadline

24-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Steven D. Black

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: 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

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: CeCelia ("CeCe") G. Morken

Management

For

For

For

For

1h.

Election of Director: Maria R. 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.

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: Ronald L. Sargent

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: Charles W. Scharf

Management

For

For

For

For

1m.

Election of Director: Suzanne M. Vautrinot

Management

For

For

For

For

2.

Advisory resolution 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.

Advisory resolution on the frequency of future advisory votes to approve executive compensation (Say on Frequency).

Management

1 Year

1 Year

For

For

4.

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

Shareholder Proposal - Adopt Simple Majority Vote.

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.

6.

Shareholder Proposal - Report on Congruency of 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.

7.

Shareholder Proposal - Climate Lobbying Report.

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.

8.

Shareholder Proposal - Climate Transition Report.

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' Guidelines, we recommend a vote FOR this Proposal.

9.

Shareholder Proposal - Fossil Fuel Lending 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 - Annual Report on Prevention of Workplace Harassment and Discrimination.

Shareholder

For

Against

Against

For

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

11.

Shareholder Proposal - Policy on Freedom of Association and Collective Bargaining.

Shareholder

For

Against

Against

For

Comments: We believe approval of this resolution will help address human rights risks at Wells Fargo's operations in other countries. As such, 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

3,868

0

12-Apr-2023

12-Apr-2023

WEST PHARMACEUTICAL SERVICES, INC.

Security

955306105

Meeting Type

Annual

Ticker Symbol

WST

Meeting Date

25-Apr-2023

ISIN

US9553061055

Agenda

935779453 - Management

Record Date

03-Mar-2023

Holding Recon Date

03-Mar-2023

City /

Country

/

United States

Vote Deadline

24-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Mark A. Buthman

Management

For

For

For

For

1b.

Election of Director: William F. Feehery

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: Robert F. Friel

Management

For

For

For

For

1d.

Election of Director: Eric M. Green

Management

For

For

For

For

1e.

Election of Director: Thomas W. Hofmann

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: Molly E. Joseph

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: Deborah L. V. Keller

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: Myla P. Lai-Goldman

Management

For

For

For

For

1i.

Election of Director: Stephen H. Lockhart

Management

For

For

For

For

1j.

Election of Director: Douglas A. Michels

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.

1k.

Election of Director: Paolo Pucci

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 should 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 centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value. Therefore, we recommend a vote AGAINST this Proposal.

3.

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

Advisory vote on the frequency of an advisory vote on executive compensation.

Management

1 Year

1 Year

For

For

5.

Shareholder proposal regarding Fair Elections.

Shareholder

For

Against

Against

For

Comments: We believe that it is in the best interest of the Company to have such policy so that all shareholders are aware and may vote on any new nominations to the 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.

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

312

0

13-Apr-2023

13-Apr-2023

THE WILLIAMS COMPANIES, INC.

Security

969457100

Meeting Type

Annual

Ticker Symbol

WMB

Meeting Date

25-Apr-2023

ISIN

US9694571004

Agenda

935779706 - Management

Record Date

24-Feb-2023

Holding Recon Date

24-Feb-2023

City /

Country

/

United States

Vote Deadline

24-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director for a one-year term: Alan S. Armstrong

Management

For

For

For

For

1b.

Election of Director for a one-year term: Stephen W. Bergstrom

Management

For

For

For

For

1c.

Election of Director for a one-year term: Michael A. Creel

Management

For

For

For

For

1d.

Election of Director for a one-year term: Stacey H. Doré

Management

For

For

For

For

1e.

Election of Director for a one-year term: Carri A. Lockhart

Management

For

For

For

For

1f.

Election of Director for a one-year term: Richard E. Muncrief

Management

For

For

For

For

1g.

Election of Director for a one-year term: Peter A. Ragauss

Management

For

For

For

For

1h.

Election of Director for a one-year term: Rose M. Robeson

Management

For

For

For

For

1i.

Election of Director for a one-year term: Scott D. Sheffield

Management

For

For

For

For

1j.

Election of Director for a one-year term: Murray D. Smith

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 for a one-year term: William H. Spence

Management

For

For

For

For

1l.

Election of Director for a one-year term: Jesse J. Tyson

Management

For

For

For

For

2.

Ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 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 basis, the compensation of our named executive officers.

Management

For

For

For

For

4.

Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company's named executive officers.

Management

1 Year

1 Year

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

1,573

0

03-Apr-2023

03-Apr-2023

BANK OF AMERICA CORPORATION

Security

060505104

Meeting Type

Annual

Ticker Symbol

BAC

Meeting Date

25-Apr-2023

ISIN

US0605051046

Agenda

935779782 - Management

Record Date

01-Mar-2023

Holding Recon Date

01-Mar-2023

City /

Country

/

United States

Vote Deadline

24-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: José (Joe) E. Almeida

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: 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.

1d.

Election of Director: Pierre J. P. de Weck

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: Arnold W. Donald

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: Linda P. Hudson

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: Monica C. Lozano

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: Brian T. Moynihan

Management

For

For

For

For

1i.

Election of Director: Lionel L. Nowell III

Management

For

For

For

For

1j.

Election of Director: Denise L. Ramos

Management

For

For

For

For

1k.

Election of Director: Clayton S. Rose

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: Michael D. White

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: Thomas D. Woods

Management

For

For

For

For

1n.

Election of Director: Maria T. Zuber

Management

For

For

For

For

2.

Approving our executive compensation (an advisory, non-binding "Say on Pay" resolution)

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.

A vote on the frequency of future "Say on Pay" resolutions (an advisory, non-binding "Say on Frequency" resolution)

Management

1 Year

1 Year

For

For

4.

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

Amending and restating the Bank of America Corporation Equity 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.

6.

Shareholder proposal requesting 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.

7.

Shareholder proposal requesting 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.

8.

Shareholder proposal requesting greenhouse gas 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 Guidelines, we recommend a vote FOR this Proposal.

9.

Shareholder proposal requesting report on transition planning

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.

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.

11.

Shareholder proposal requesting 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.

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

34

0

06-Apr-2023

06-Apr-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

8,957

0

06-Apr-2023

06-Apr-2023

CONSTELLATION ENERGY CORP

Security

21037T109

Meeting Type

Annual

Ticker Symbol

CEG

Meeting Date

25-Apr-2023

ISIN

US21037T1097

Agenda

935780684 - Management

Record Date

01-Mar-2023

Holding Recon Date

01-Mar-2023

City /

Country

/

United States

Vote Deadline

24-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Joseph Dominguez

For

For

For

For

2

Julie Holzrichter

For

For

For

For

3

Ashish Khandpur

For

For

For

For

2.

To consider and act on an advisory vote regarding the approval of compensation paid to named executive officers.

Management

For

For

For

For

3.

To consider and act on an advisory vote regarding the frequency of the approval of compensation paid to named executive officers.

Management

1 Year

1 Year

For

For

4.

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023.

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

1,494

0

31-Mar-2023

31-Mar-2023

CITIGROUP INC.

Security

172967424

Meeting Type

Annual

Ticker Symbol

C

Meeting Date

25-Apr-2023

ISIN

US1729674242

Agenda

935781030 - Management

Record Date

27-Feb-2023

Holding Recon Date

27-Feb-2023

City /

Country

/

United States

Vote Deadline

24-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

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: 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: 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: 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

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: Casper W. von Koskull

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.

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

Advisory vote to Approve the Frequency of Future Advisory Votes on Executive Compensation.

Management

1 Year

1 Year

For

For

6.

Stockholder proposal requesting that shareholders ratify the termination pay of any senior manager.

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.

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.

8.

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.

9.

Stockholder proposal requesting that the Board adopt a policy to phase out 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.

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

11-Apr-2023

11-Apr-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,700

0

11-Apr-2023

11-Apr-2023

NEWMONT CORPORATION

Security

651639106

Meeting Type

Annual

Ticker Symbol

NEM

Meeting Date

26-Apr-2023

ISIN

US6516391066

Agenda

935776938 - Management

Record Date

27-Feb-2023

Holding Recon Date

27-Feb-2023

City /

Country

/

United States

Vote Deadline

25-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Patrick G. Awuah, Jr.

Management

For

For

For

For

1b.

Election of Director: Gregory H. Boyce

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 R. Brook

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 J. Clark

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

Management

For

For

For

For

1f.

Election of Director: Mary A. Laschinger

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

Management

For

For

For

For

1h.

Election of Director: René Médori

Management

For

For

For

For

1i.

Election of Director: Jane Nelson

Management

For

For

For

For

1j.

Election of Director: Tom Palmer

Management

For

For

For

For

1k.

Election of Director: Julio M. Quintana

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 N. Story

Management

For

For

For

For

2.

Approval of the advisory resolution on Newmont'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 Audit Committees appointment of Ernst and Young LLP as Newmont's independent registered public accounting firm for the 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.

Advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

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

681

0

10-Apr-2023

10-Apr-2023

THE GOLDMAN SACHS GROUP, INC.

Security

38141G104

Meeting Type

Annual

Ticker Symbol

GS

Meeting Date

26-Apr-2023

ISIN

US38141G1040

Agenda

935777702 - Management

Record Date

27-Feb-2023

Holding Recon Date

27-Feb-2023

City /

Country

/

United States

Vote Deadline

25-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Mark Flaherty

Management

For

For

For

For

1c.

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.

1d.

Election of Director: Kevin 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.

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

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 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.

Advisory Vote on the Frequency of Say on Pay

Management

1 Year

1 Year

For

For

4.

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

5.

Shareholder Proposal Regarding a Report 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.

6.

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.

7.

Shareholder Proposal Regarding Chinese Congruency of Certain ETFs

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'  Guidelines, we recommend a vote FOR this Proposal.

8.

Shareholder Proposal Regarding 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.

9.

Shareholder Proposal Regarding a Policy to Phase Out Fossil Fuel-Related Lending & Underwriting Activities

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.

10.

Shareholder Proposal Regarding Disclosure of 2030 Absolute Greenhouse Gas Reduction Goals

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' Guidelines, we recommend a vote FOR this Proposal.

11.

Shareholder Proposal Regarding Climate Transition Report

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' Guidelines, we recommend a vote FOR this Proposal.

12.

Shareholder Proposal Regarding Reporting on Pay Equity

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal is necessary and warranted in the Company. Pay disparities er 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

501

0

16-Apr-2023

16-Apr-2023

JOHNSON & JOHNSON

Security

478160104

Meeting Type

Annual

Ticker Symbol

JNJ

Meeting Date

27-Apr-2023

ISIN

US4781601046

Agenda

935776813 - Management

Record Date

28-Feb-2023

Holding Recon Date

28-Feb-2023

City /

Country

/

United States

Vote Deadline

26-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

For

For

For

For

1d.

Election of Director: Jennifer A. Doudna

Management

For

For

For

For

1e.

Election of Director: Joaquin Duato

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.

1f.

Election of Director: Marillyn A. Hewson

Management

For

For

For

For

1g.

Election of Director: Paula A. Johnson

Management

For

For

For

For

1h.

Election of Director: Hubert Joly

Management

Against

For

Against

For

Comments: F12         Affiliation - Professional Services, Consulting, Legal - Member of a Key Board Committee According to Egan-Jones' Proxy Guidelines, a director who has professional services contract regarding such matters as aircraft rental contract, real property lease, or similar contract with the Company or affiliate, or with a member of the Company's senior management, or provides legal or consulting services to the Company within the previous three years, 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.

1I.

Election of Director: Mark B. McClellan

Management

For

For

For

For

1j.

Election of Director: Anne M. Mulcahy

Management

For

For

For

For

1k.

Election of Director: Mark A. Weinberger

Management

For

For

For

For

1l.

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.

Advisory Vote on the Frequency of Voting to Approve Named Executive Officer Compensation

Management

1 Year

1 Year

For

For

4.

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.

5.

Proposal Withdrawn (Federal Securities Laws Mandatory Arbitration Bylaw)

Shareholder

Against

None

For

Comments: We believe that this proposal is not in the best interests of the shareholders. The adoption of such a bylaw likely would expose the company to unnecessary litigation or other actions challenging the bylaw and its consequences. As such, we recommend a vote AGAINST this Proposal.

6.

Vaccine Pricing Report

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.

Executive Compensation Adjustment Policy

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal is necessary and warranted in 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.

8.

Impact of Extended Patent Exclusivities on Product 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.

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

185

0

16-Apr-2023

16-Apr-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,810

0

16-Apr-2023

16-Apr-2023

TEXAS INSTRUMENTS INCORPORATED

Security

882508104

Meeting Type

Annual

Ticker Symbol

TXN

Meeting Date

27-Apr-2023

ISIN

US8825081040

Agenda

935777120 - Management

Record Date

01-Mar-2023

Holding Recon Date

01-Mar-2023

City /

Country

/

United States

Vote Deadline

26-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Mark A. Blinn

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: 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

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: Martin S. Craighead

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: Curtis C. Farmer

Management

For

For

For

For

1g.

Election of Director: Jean M. Hobby

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

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: Robert E. Sanchez

Management

For

For

For

For

1l.

Election of Director: Richard K. Templeton

Management

For

For

For

For

2.

Board proposal to approve amendment and restatement of the TI Employees 2014 Stock Purchase Plan to extend the termination date.

Management

For

For

For

For

3.

Board proposal regarding advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

Board proposal regarding 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.

5.

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

6.

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.

7.

Stockholder proposal to report on due diligence efforts to trace end-user misuse of company products.

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

501

0

16-Apr-2023

16-Apr-2023

PFIZER INC.

Security

717081103

Meeting Type

Annual

Ticker Symbol

PFE

Meeting Date

27-Apr-2023

ISIN

US7170811035

Agenda

935778451 - Management

Record Date

01-Mar-2023

Holding Recon Date

01-Mar-2023

City /

Country

/

United States

Vote Deadline

26-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Ronald E. Blaylock

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: Albert Bourla

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 boardroom, 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: 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

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: James C. Smith

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.

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

2023 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.

Advisory vote on frequency of future advisory votes to approve executive compensation

Management

1 Year

1 Year

For

For

5.

Shareholder proposal regarding 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.

6.

Shareholder proposal regarding independent board chairman 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.

7.

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

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.

8.

Shareholder proposal regarding impact of extended patent exclusivities on product access report

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.

9.

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. 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

5,858

0

16-Apr-2023

16-Apr-2023

LOCKHEED MARTIN CORPORATION

Security

539830109

Meeting Type

Annual

Ticker Symbol

LMT

Meeting Date

27-Apr-2023

ISIN

US5398301094

Agenda

935779655 - Management

Record Date

24-Feb-2023

Holding Recon Date

24-Feb-2023

City /

Country

/

United States

Vote Deadline

26-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Daniel F. Akerson

Management

For

For

For

For

1b.

Election of Director: David B. Burritt

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: Bruce A. Carlson

Management

For

For

For

For

1d.

Election of Director: John M. Donovan

Management

For

For

For

For

1e.

Election of Director: Joseph F. Dunford, Jr.

Management

For

For

For

For

1f.

Election of Director: James O. Ellis, 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.

1g.

Election of Director: Thomas J. Falk

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: Ilene S. Gordon

Management

For

For

For

For

1i.

Election of Director: Vicki A. Hollub

Management

For

For

For

For

1j.

Election of Director: Jeh C. Johnson

Management

For

For

For

For

1k.

Election of Director: Debra L. Reed-Klages

Management

For

For

For

For

1l.

Election of Director: James D. Taiclet

Management

For

For

For

For

1m.

Election of Director: Patricia E. Yarrington

Management

For

For

For

For

2.

Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay).

Management

For

For

For

For

3.

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

Management

1 Year

1 Year

For

For

4.

Ratification of the Appointment of Ernst & Young LLP as our Independent Auditors for 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.

Stockholder Proposal Requiring 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.

Stockholder Proposal to Issue a Human Rights Impact Assessment Report.

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.

7.

Stockholder Proposal to Issue a Report on the Company's Intention to Reduce Full Value Chain GHG 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.

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

275

0

12-Apr-2023

12-Apr-2023

INTUITIVE SURGICAL, INC.

Security

46120E602

Meeting Type

Annual

Ticker Symbol

ISRG

Meeting Date

27-Apr-2023

ISIN

US46120E6023

Agenda

935779744 - Management

Record Date

28-Feb-2023

Holding Recon Date

28-Feb-2023

City /

Country

/

United States

Vote Deadline

26-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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.

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: 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: Don R. Kania, Ph.D.

Management

For

For

For

For

1f.

Election of Director: Amy L. Ladd, 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.

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

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: Monica P. Reed, 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.

1k.

Election of Director: Mark J. Rubash

Management

For

For

For

For

2.

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

Management

1 Year

1 Year

For

For

4.

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

The stockholder proposal regarding pay equity disclosure.

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.

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

370

0

16-Apr-2023

16-Apr-2023

HEALTHPEAK PROPERTIES, INC

Security

42250P103

Meeting Type

Annual

Ticker Symbol

PEAK

Meeting Date

27-Apr-2023

ISIN

US42250P1030

Agenda

935782361 - Management

Record Date

01-Mar-2023

Holding Recon Date

01-Mar-2023

City /

Country

/

United States

Vote Deadline

26-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Scott M. Brinker

Management

For

For

For

For

1b.

Election of Director: Brian G. Cartwright

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: James B. Connor

Management

For

For

For

For

1d.

Election of Director: Christine N. Garvey

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: R. Kent Griffin, Jr.

Management

For

For

For

For

1f.

Election of Director: David B. Henry

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: Sara G. Lewis

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: Katherine M. Sandstrom

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.

Approval of 2022 executive compensation on an advisory basis.

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, on an advisory basis, of the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

Approval of the Healthpeak Properties, Inc. 2023 Performance 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.

Ratification of the appointment of Deloitte & Touche LLP as Healthpeak Properties, Inc.'s independent registered public accounting firm for the year ending December 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.

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

2,762

0

09-Apr-2023

09-Apr-2023

ABBOTT LABORATORIES

Security

002824100

Meeting Type

Annual

Ticker Symbol

ABT

Meeting Date

28-Apr-2023

ISIN

US0028241000

Agenda

935777865 - Management

Record Date

01-Mar-2023

Holding Recon Date

01-Mar-2023

City /

Country

/

United States

Vote Deadline

27-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: R. J. Alpern

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: C. Babineaux-Fontenot

Management

For

For

For

For

1c.

Election of Director: S. E. Blount

Management

For

For

For

For

1d.

Election of Director: R. B. Ford

Management

For

For

For

For

1e.

Election of Director: P. Gonzalez

Management

For

For

For

For

1f.

Election of Director: M. A. Kumbier

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: D. W. McDew

Management

For

For

For

For

1h.

Election of Director: N. McKinstry

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: M. G. O'Grady

Management

For

For

For

For

1j.

Election of Director: M. F. Roman

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: D. J. Starks

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: J. G. Stratton

Management

For

For

For

For

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

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.

Say When on Pay - An Advisory Vote on the Approval of the Frequency of Shareholder Votes on Executive Compensation

Management

1 Year

1 Year

For

For

5.

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.

6.

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.

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 - Incentive Compensation

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

1,305

0

13-Apr-2023

13-Apr-2023

ELI LILLY AND COMPANY

Security

532457108

Meeting Type

Annual

Ticker Symbol

LLY

Meeting Date

01-May-2023

ISIN

US5324571083

Agenda

935784769 - Management

Record Date

21-Feb-2023

Holding Recon Date

21-Feb-2023

City /

Country

/

United States

Vote Deadline

28-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: William G. Kaelin, 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.

1b.

Election of Director to serve a three-year term: David A. Ricks

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 a three-year term: Marschall S. Runge

Management

For

For

For

For

1d.

Election of Director to serve a three-year term: Karen Walker

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.

Approval, on an advisory basis, of the compensation paid to the company's named executive officers.

Management

For

For

For

For

3.

Advisory vote on frequency of future advisory votes on named executive officer compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of Ernst & Young LLP as the independent auditor for 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.

Approval of amendments to the company's Articles of Incorporation to eliminate the classified board structure.

Management

For

For

For

For

6.

Approval of amendments to the company's Articles of Incorporation to eliminate supermajority voting provisions.

Management

For

For

For

For

7.

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.

8.

Shareholder proposal to eliminate supermajority voting requirements.

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.

9.

Shareholder proposal to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents.

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.

10.

Shareholder proposal to report on risks of supporting abortion.

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.

11.

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.

12.

Shareholder proposal to report on effectiveness of the company's diversity, equity, 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.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this Proposal.

13.

Shareholder proposal to adopt a policy to require certain third-party organizations to annually report expenditures for political activities before Lilly contributes to an organization.

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

331

0

25-Apr-2023

25-Apr-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

700

0

25-Apr-2023

25-Apr-2023

AFLAC INCORPORATED

Security

001055102

Meeting Type

Annual

Ticker Symbol

AFL

Meeting Date

01-May-2023

ISIN

US0010551028

Agenda

935785038 - Management

Record Date

21-Feb-2023

Holding Recon Date

21-Feb-2023

City /

Country

/

United States

Vote Deadline

28-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to serve until the next annual meeting: Daniel P. Amos

Management

For

For

For

For

1b.

Election of Director to serve until the next annual meeting: W. Paul Bowers

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 the next annual meeting: Arthur R. Collins

Management

For

For

For

For

1d.

Election of Director to serve until the next annual meeting: Miwako Hosoda

Management

For

For

For

For

1e.

Election of Director to serve until the next annual meeting: Thomas J. Kenny

Management

For

For

For

For

1f.

Election of Director to serve until the next annual meeting: Georgette D. Kiser

Management

For

For

For

For

1g.

Election of Director to serve until the next annual meeting: Karole F. Lloyd

Management

For

For

For

For

1h.

Election of Director to serve until the next annual meeting: Nobuchika Mori

Management

For

For

For

For

1i.

Election of Director to serve until the next annual meeting: Joseph L. Moskowitz

Management

For

For

For

For

1j.

Election of Director to serve until the next annual meeting: Barbara K. Rimer, DrPH

Management

For

For

For

For

1k.

Election of Director to serve until the next annual meeting: Katherine T. Rohrer

Management

For

For

For

For

2.

To consider the following non-binding advisory proposal: "Resolved, on an advisory basis, the shareholders of Aflac Incorporated approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and accompanying tables and narrative in the Notice of 2023 Annual Meeting of Shareholders and Proxy Statement".

Management

For

For

For

For

3.

Non-binding, advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

To consider and act upon the ratification of the appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 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.

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

3,081

0

12-Apr-2023

12-Apr-2023

PAYCOM SOFTWARE, INC.

Security

70432V102

Meeting Type

Annual

Ticker Symbol

PAYC

Meeting Date

01-May-2023

ISIN

US70432V1026

Agenda

935812227 - Management

Record Date

15-Mar-2023

Holding Recon Date

15-Mar-2023

City /

Country

/

United States

Vote Deadline

28-Apr-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Class I director: Sharen J. Turney

Management

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.

1.2

Election of Class I director: J.C. Watts, Jr.

Management

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.

2.

Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 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.

Advisory approval of the compensation of the Company's named executive officers.

Management

For

For

For

For

4.

Approval of the Paycom Software, Inc. 2023 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.

Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company.

Management

For

For

For

For

6.

Stockholder proposal to adopt a majority vote standard in uncontested director elections, if properly presented at the Annual 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

105

0

12-Apr-2023

12-Apr-2023

EVERGY, INC.

Security

30034W106

Meeting Type

Annual

Ticker Symbol

EVRG

Meeting Date

02-May-2023

ISIN

US30034W1062

Agenda

935779059 - Management

Record Date

01-Mar-2023

Holding Recon Date

01-Mar-2023

City /

Country

/

United States

Vote Deadline

01-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: David A. Campbell

Management

For

For

For

For

1b.

Election of Director: Thomas D. Hyde

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: B. Anthony Isaac

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: Paul M. Keglevic

Management

For

For

For

For

1e.

Election of Director: Senator Mary L. Landrieu

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: Sandra A.J. Lawrence

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: Ann D. Murtlow

Management

For

For

For

For

1h.

Election of Director: Sandra J. Price

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: Mark A. Ruelle

Management

For

For

For

For

1j.

Election of Director: James Scarola

Management

For

For

For

For

1k.

Election of Director: C. John Wilder

Management

For

For

For

For

2.

Approve the 2022 compensation of our named executive officers on an advisory non-binding basis.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should 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 centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value. Therefore, we recommend a vote AGAINST this Proposal.

3.

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 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

2,306

0

18-Apr-2023

18-Apr-2023

RAYTHEON TECHNOLOGIES

Security

75513E101

Meeting Type

Annual

Ticker Symbol

RTX

Meeting Date

02-May-2023

ISIN

US75513E1010

Agenda

935780468 - Management

Record Date

07-Mar-2023

Holding Recon Date

07-Mar-2023

City /

Country

/

United States

Vote Deadline

01-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Leanne G. Caret

Management

For

For

For

For

1c.

Election of Director: Bernard A. Harris, Jr.

Management

For

For

For

For

1d.

Election of Director: Gregory J. Hayes

Management

For

For

For

For

1e.

Election of Director: George R. Oliver

Management

For

For

For

For

1f.

Election of Director: Robert K. (Kelly) Ortberg

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.

Advisory Vote on the Frequency of Shareowner Votes on Named Executive Officer Compensation

Management

1 Year

1 Year

For

For

4.

Appoint PricewaterhouseCoopers LLP to Serve as Independent Auditor for 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.

Approve an Amendment to the Restated Certificate of Incorporation to Repeal Article Ninth

Management

For

For

For

For

6.

Approve an Amendment to the Restated Certificate of Incorporation to Eliminate Personal Liability of Officers for Monetary Damages for Breach of Fiduciary Duty as an Officer

Management

For

For

For

For

7.

Shareowner Proposal Requesting the Board Adopt 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.

8.

Shareowner Proposal Requesting a Report on Greenhouse Gas Reduction Plan

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

2,204

0

16-Apr-2023

16-Apr-2023

AMERICAN EXPRESS COMPANY

Security

025816109

Meeting Type

Annual

Ticker Symbol

AXP

Meeting Date

02-May-2023

ISIN

US0258161092

Agenda

935784808 - Management

Record Date

06-Mar-2023

Holding Recon Date

06-Mar-2023

City /

Country

/

United States

Vote Deadline

01-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: John J. Brennan

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 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. 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 for a term of one year: Walter J. Clayton III

Management

For

For

For

For

1e.

Election of Director for a term of one year: Ralph de la Vega

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 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. 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 term of one year: Deborah P. Majoras

Management

For

For

For

For

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

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 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

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 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 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, on an advisory basis, 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.

4.

Advisory resolution to approve the frequency of future advisory say-on-pay votes.

Management

1 Year

1 Year

For

For

5.

Shareholder proposal relating to shareholder ratification of excessive 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.

6.

Shareholder proposal relating to abortion & consumer data privacy.

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and potential legal risk 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

484

0

17-Apr-2023

17-Apr-2023

PACKAGING CORPORATION OF AMERICA

Security

695156109

Meeting Type

Annual

Ticker Symbol

PKG

Meeting Date

02-May-2023

ISIN

US6951561090

Agenda

935787397 - Management

Record Date

14-Mar-2023

Holding Recon Date

14-Mar-2023

City /

Country

/

United States

Vote Deadline

01-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: 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: 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 should 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 centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value. Therefore, we recommend a vote AGAINST this Proposal.

4.

Proposal on the frequency of the vote on executive compensation.

Management

1 Year

1 Year

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

567

0

16-Apr-2023

16-Apr-2023

BRISTOL-MYERS SQUIBB COMPANY

Security

110122108

Meeting Type

Annual

Ticker Symbol

BMY

Meeting Date

02-May-2023

ISIN

US1101221083

Agenda

935788286 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

01-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1A.

Election of Director: Peter J. Arduini

Management

For

For

For

For

1B.

Election of Director: Deepak L. Bhatt, M.D., M.P.H.

Management

For

For

For

For

1C.

Election of Director: Giovanni Caforio, M.D.

Management

For

For

For

For

1D.

Election of Director: Julia A. Haller, M.D.

Management

For

For

For

For

1E.

Election of Director: Manuel Hidalgo Medina, M.D., Ph.D.

Management

For

For

For

For

1F.

Election of Director: Paula A. Price

Management

For

For

For

For

1G.

Election of Director: Derica W. Rice

Management

For

For

For

For

1H.

Election of Director: Theodore R. Samuels

Management

For

For

For

For

1I.

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.

1J.

Election of Director: Karen H. Vousden, Ph.D.

Management

For

For

For

For

1K.

Election of Director: Phyllis R. Yale

Management

For

For

For

For

2.

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

Management

For

For

For

For

3.

Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers.

Management

1 Year

1 Year

For

For

4.

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.

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.

6.

Shareholder Proposal on Workplace Non- Discrimination Audit.

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.

Shareholder Proposal on Special Shareholder Meeting Improvement.

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal will ensure that all shares will have the right to call for a special meeting. 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

1,524

0

17-Apr-2023

17-Apr-2023

MGM RESORTS INTERNATIONAL

Security

552953101

Meeting Type

Annual

Ticker Symbol

MGM

Meeting Date

02-May-2023

ISIN

US5529531015

Agenda

935791788 - Management

Record Date

09-Mar-2023

Holding Recon Date

09-Mar-2023

City /

Country

/

United States

Vote Deadline

01-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Barry Diller

Management

For

For

For

For

1b.

Election of Director: Alexis M. Herman

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 J. Hornbuckle

Management

For

For

For

For

1d.

Election of Director: Mary Chris Jammet

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: Joey Levin

Management

For

For

For

For

1f.

Election of Director: Rose McKinney-James

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: Keith A. Meister

Management

For

For

For

For

1h.

Election of Director: Paul Salem

Management

For

For

For

For

1i.

Election of Director: Jan G. Swartz

Management

For

For

For

For

1j.

Election of Director: Daniel J. Taylor

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.

1k.

Election of Director: Ben Winston

Management

For

For

For

For

2.

To ratify the selection of Deloitte & Touche LLP, as the independent registered public accounting firm for the year ending December 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.

To 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.

4.

To approve, on an advisory basis, the frequency with which the Company conducts advisory votes on executive compensation.

Management

1 Year

1 Year

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

2,090

0

14-Apr-2023

14-Apr-2023

CF INDUSTRIES HOLDINGS, INC.

Security

125269100

Meeting Type

Annual

Ticker Symbol

CF

Meeting Date

03-May-2023

ISIN

US1252691001

Agenda

935783616 - Management

Record Date

10-Mar-2023

Holding Recon Date

10-Mar-2023

City /

Country

/

United States

Vote Deadline

02-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Javed Ahmed

Management

For

For

For

For

1b.

Election of Director: Robert C. Arzbaecher

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: Deborah L. DeHaas

Management

For

For

For

For

1d.

Election of Director: John W. Eaves

Management

For

For

For

For

1e.

Election of Director: Stephen J. Hagge

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: Jesus Madrazo Yris

Management

For

For

For

For

1g.

Election of Director: Anne P. Noonan

Management

For

For

For

For

1h.

Election of Director: Michael J. Toelle

Management

For

For

For

For

1i.

Election of Director: Theresa E. Wagler

Management

For

For

For

For

1j.

Election of Director: Celso L. White

Management

For

For

For

For

1k.

Election of Director: W. Anthony Will

Management

For

For

For

For

2.

Advisory vote to approve the compensation of CF Industries Holdings, Inc.'s named executive officers.

Management

For

For

For

For

3.

Advisory vote on the frequency of future advisory votes to approve the compensation of CF Industries Holdings, Inc.'s named executive officers.

Management

1 Year

1 Year

For

For

4.

Approval and adoption of an amendment and restatement of CF Industries Holdings, Inc.'s certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions.

Management

For

For

For

For

5.

Ratification of the selection of KPMG LLP as CF Industries Holdings, Inc.'s independent registered public accounting firm for 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.

6.

Shareholder proposal regarding an independent board chair, 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.

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

399

0

20-Apr-2023

20-Apr-2023

PEPSICO, INC.

Security

713448108

Meeting Type

Annual

Ticker Symbol

PEP

Meeting Date

03-May-2023

ISIN

US7134481081

Agenda

935784795 - Management

Record Date

01-Mar-2023

Holding Recon Date

01-Mar-2023

City /

Country

/

United States

Vote Deadline

02-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Jennifer Bailey

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: Susan M. Diamond

Management

For

For

For

For

1g.

Election of Director: Dina Dublon

Management

For

For

For

For

1h.

Election of Director: Michelle Gass

Management

For

For

For

For

1i.

Election of Director: Ramon L. Laguarta

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.

1j.

Election of Director: Dave J. Lewis

Management

For

For

For

For

1k.

Election of Director: David C. Page

Management

For

For

For

For

1l.

Election of Director: Robert C. Pohlad

Management

For

For

For

For

1m.

Election of Director: Daniel Vasella

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: Darren Walker

Management

For

For

For

For

1o.

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 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.

Advisory approval of the Company's executive compensation

Management

For

For

For

For

4.

Advisory vote on frequency of future shareholder advisory approval of the Company's executive compensation.

Management

1 Year

1 Year

For

For

5.

Shareholder Proposal - 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.

Shareholder Proposal - Global Transparency Report.

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.

7.

Shareholder Proposal - Report on Impacts of Reproductive Healthcare Legislation

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.

Shareholder Proposal - Congruency Report on Net-Zero Emissions Policies.

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

757

0

25-Apr-2023

25-Apr-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,000

0

25-Apr-2023

25-Apr-2023

PHILIP MORRIS INTERNATIONAL INC.

Security

718172109

Meeting Type

Annual

Ticker Symbol

PM

Meeting Date

03-May-2023

ISIN

US7181721090

Agenda

935785040 - Management

Record Date

10-Mar-2023

Holding Recon Date

10-Mar-2023

City /

Country

/

United States

Vote Deadline

02-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Jacek Olczak

Management

For

For

For

For

1j.

Election of Director: Robert B. Polet

Management

For

For

For

For

1k.

Election of Director: Dessislava Temperley

Management

For

For

For

For

1l.

Election of Director: Shlomo Yanai

Management

For

For

For

For

2.

Advisory Vote Approving Executive Compensation

Management

For

For

For

For

3.

Advisory Vote on the Frequency of Future Say-On-Pay Votes, with the Board of Directors Recommending a Say-On-Pay Vote

Management

1 Year

1 Year

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 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 to make nicotine level information available to customers and begin reducing nicotine levels

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

983

0

30-Apr-2023

30-Apr-2023

GENERAL ELECTRIC COMPANY

Security

369604301

Meeting Type

Annual

Ticker Symbol

GE

Meeting Date

03-May-2023

ISIN

US3696043013

Agenda

935786408 - Management

Record Date

07-Mar-2023

Holding Recon Date

07-Mar-2023

City /

Country

/

United States

Vote Deadline

02-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Stephen Angel

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: Sébastien Bazin

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: H. Lawrence Culp, Jr.

Management

For

For

For

For

1d.

Election of Director: Edward Garden

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: Isabella Goren

Management

For

For

For

For

1f.

Election of Director: Thomas Horton

Management

For

For

For

For

1g.

Election of Director: Catherine Lesjak

Management

For

For

For

For

1h.

Election of Director: Darren McDew

Management

For

For

For

For

1i.

Election of Director: Paula Rosput Reynolds

Management

For

For

For

For

1j.

Election of Director: Jessica Uhl

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.

Advisory Vote on the Frequency of Future Advisory Votes to Approve Our Named Executives' Compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of Deloitte as Independent Auditor for 2023.

Management

For

For

For

For

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.

Sale of the Company.

Shareholder

Against

Against

For

For

Comments: We do not believe that the sale of the Company as requested by this proposal is warranted. 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.

Fiduciary Carbon-Emission Relevance Report.

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.

Assess Energy-Related Asset Resilience.

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

1,647

0

25-Apr-2023

25-Apr-2023

GILEAD SCIENCES, INC.

Security

375558103

Meeting Type

Annual

Ticker Symbol

GILD

Meeting Date

03-May-2023

ISIN

US3755581036

Agenda

935788438 - Management

Record Date

15-Mar-2023

Holding Recon Date

15-Mar-2023

City /

Country

/

United States

Vote Deadline

02-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

For

For

For

For

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

For

For

For

For

1e.

Election of Director: Kevin E. Lofton

Management

For

For

For

For

1f.

Election of Director: Harish Manwani

Management

For

For

For

For

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 boardroom, 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

For

For

For

For

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 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.

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, on an advisory basis, the frequency of future advisory stockholder votes on executive compensation.

Management

1 Year

1 Year

For

For

5.

To approve an amendment and restatement of the Gilead Sciences, Inc. Employee Stock Purchase Plan and the Gilead Sciences, Inc. International Employee Stock Purchase Plan.

Management

For

For

For

For

6.

To vote on a stockholder proposal, if properly presented at the meeting, requesting the Board implement a process to nominate at least one more candidate than the number of directors to be elected.

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.

To vote on a stockholder proposal, if properly presented at the meeting, requesting the Board amend the company governing documents to give street name shares and non-street name shares an equal right to call a special stockholder meeting.

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal will ensure that all shares will have the right to call for a special meeting. 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.

8.

To vote on a stockholder proposal, if properly presented at the meeting, requesting a report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents.

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

795

0

26-Apr-2023

26-Apr-2023

S&P GLOBAL INC.

Security

78409V104

Meeting Type

Annual

Ticker Symbol

SPGI

Meeting Date

03-May-2023

ISIN

US78409V1044

Agenda

935790445 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

02-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

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: 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. 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: Stephanie C. Hill

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: Rebecca Jacoby

Management

For

For

For

For

1G.

Election of Director: Robert P. Kelly

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: Ian P. 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: 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. 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: Gregory Washington

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.

Approve, on an advisory basis, the executive compensation program for 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.

Approve, on an advisory basis, the frequency on which the Company conducts an advisory vote on the executive compensation program for the Company's named executive officers.

Management

1 Year

1 Year

For

For

4.

Ratify the appointment of Ernst & Young LLP as the Company's independent auditor for 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

358

0

24-Apr-2023

24-Apr-2023

POOL CORPORATION

Security

73278L105

Meeting Type

Annual

Ticker Symbol

POOL

Meeting Date

03-May-2023

ISIN

US73278L1052

Agenda

935797425 - Management

Record Date

15-Mar-2023

Holding Recon Date

15-Mar-2023

City /

Country

/

United States

Vote Deadline

02-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Peter D. Arvan

Management

For

For

For

For

1b.

Election of Director: Martha "Marty" S. Gervasi

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: James "Jim" D. Hope

Management

For

For

For

For

1d.

Election of Director: Debra S. Oler

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: Manuel J. Perez de la Mesa

Management

For

For

For

For

1f.

Election of Director: Carlos A. Sabater

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: Robert C. Sledd

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: John E. Stokely

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 G. Whalen

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 retention of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the 2023 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.

Say-on-pay vote: Advisory vote to approve 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 Proposal.

4.

Frequency vote: Advisory vote on frequency of future Say-on-pay votes.

Management

1 Year

1 Year

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

99

0

18-Apr-2023

18-Apr-2023

ARCHER-DANIELS-MIDLAND COMPANY

Security

039483102

Meeting Type

Annual

Ticker Symbol

ADM

Meeting Date

04-May-2023

ISIN

US0394831020

Agenda

935782335 - Management

Record Date

09-Mar-2023

Holding Recon Date

09-Mar-2023

City /

Country

/

United States

Vote Deadline

03-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: M.S. Burke

Management

For

For

For

For

1b.

Election of Director: T. Colbert

Management

For

For

For

For

1c.

Election of Director: J.C. Collins, Jr.

Management

For

For

For

For

1d.

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.

1e.

Election of Director: E. de Brabander

Management

For

For

For

For

1f.

Election of Director: S.F. Harrison

Management

For

For

For

For

1g.

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 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: 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.

1i.

Election of Director: D.A. Sandler

Management

For

For

For

For

1j.

Election of Director: L.Z. Schlitz

Management

For

For

For

For

1k.

Election of Director: K.R. Westbrook

Management

For

For

For

For

2.

Ratify the appointment of Ernst & Young LLP as independent auditors for the year ending December 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.

Advisory Vote on Executive Compensation.

Management

For

For

For

For

4.

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

Management

1 Year

1 Year

For

For

5.

Stockholder 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.

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

673

0

24-Apr-2023

24-Apr-2023

DUKE ENERGY CORPORATION

Security

26441C204

Meeting Type

Annual

Ticker Symbol

DUK

Meeting Date

04-May-2023

ISIN

US26441C2044

Agenda

935783440 - Management

Record Date

06-Mar-2023

Holding Recon Date

06-Mar-2023

City /

Country

/

United States

Vote Deadline

03-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Derrick Burks

Management

For

For

For

For

1b.

Election of Director: Annette K. Clayton

Management

For

For

For

For

1c.

Election of Director: Theodore F. Craver, 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.

1d.

Election of Director: Robert M. Davis

Management

For

For

For

For

1e.

Election of Director: Caroline Dorsa

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: W. Roy Dunbar

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: Nicholas C. Fanandakis

Management

For

For

For

For

1h.

Election of Director: Lynn J. Good

Management

For

For

For

For

1i.

Election of Director: John T. Herron

Management

For

For

For

For

1j.

Election of Director: Idalene F. Kesner

Management

For

For

For

For

1k.

Election of Director: E. Marie McKee

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: Michael J. Pacilio

Management

For

For

For

For

1m.

Election of Director: Thomas E. Skains

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.

1n.

Election of Director: William E. Webster, Jr.

Management

For

For

For

For

2.

Ratification of Deloitte & Touche LLP as Duke Energy's independent registered public accounting firm for 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.

Advisory vote to approve Duke Energy's 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.

Advisory vote on the frequency of an advisory vote on executive compensation

Management

1 Year

1 Year

For

For

5.

Approval of the Duke Energy Corporation 2023 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.

6.

Shareholder proposal regarding simple majority vote

Shareholder

For

None

For

7.

Shareholder proposal regarding formation of committee to evaluate decarbonization risk

Shareholder

Against

Against

For

For

Comments: We believe that approval of the proposal would be of limited usefulness to shareholders and management and duplicative of past and ongoing Company and regulatory activities. 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

918

0

01-May-2023

01-May-2023

UNITED PARCEL SERVICE, INC.

Security

911312106

Meeting Type

Annual

Ticker Symbol

UPS

Meeting Date

04-May-2023

ISIN

US9113121068

Agenda

935783894 - Management

Record Date

09-Mar-2023

Holding Recon Date

09-Mar-2023

City /

Country

/

United States

Vote Deadline

03-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to serve until 2024 annual meeting: Carol B. Tomé

Management

For

For

For

For

1b.

Election of Director to serve until 2024 annual meeting: Rodney C. Adkins

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 2024 annual meeting: Eva C. Boratto

Management

For

For

For

For

1d.

Election of Director to serve until 2024 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 2024 annual meeting: Wayne M. Hewett

Management

For

For

For

For

1f.

Election of Director to serve until 2024 annual meeting: Angela Hwang

Management

For

For

For

For

1g.

Election of Director to serve until 2024 annual meeting: Kate E. Johnson

Management

For

For

For

For

1h.

Election of Director to serve until 2024 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.

1i.

Election of Director to serve until 2024 annual meeting: Franck J. Moison

Management

For

For

For

For

1j.

Election of Director to serve until 2024 annual meeting: Christiana Smith Shi

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 2024 annual meeting: Russell Stokes

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 to serve until 2024 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. 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 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.

To approve on an advisory basis the frequency of future advisory votes on named executive officer compensation.

Management

1 Year

1 Year

For

For

4.

To ratify the appointment of Deloitte & Touche LLP as UPS's independent registered public accounting firm for the year ending December 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.

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.

6.

To adopt 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' Guidelines, we recommend a vote FOR this Proposal.

7.

To prepare a report on integrating GHG emissions reductions targets into executive compensation.

Shareholder

For

Against

Against

For

Comments: We believe that the alignment of a corporate climate transition strategy with executive compensation metrics and incentives is in the best interests of the Company and its shareholders. As such, we recommend a vote FOR this Proposal.

8.

To prepare a report on addressing the impact of UPS's climate change strategy on relevant stakeholders consistent with the "Just Transition" guidelines.

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.

9.

To prepare a report on risks or costs caused by state policies restricting 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.

10.

To prepare a report on the impact of UPS's DE&I policies on civil rights, non- discrimination and returns to merit, and the company's business.

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.

To prepare an annual report on the effectiveness of UPS's diversity, equity and inclusion efforts.

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

668

0

01-May-2023

01-May-2023

BOSTON SCIENTIFIC CORPORATION

Security

101137107

Meeting Type

Annual

Ticker Symbol

BSX

Meeting Date

04-May-2023

ISIN

US1011371077

Agenda

935784860 - Management

Record Date

10-Mar-2023

Holding Recon Date

10-Mar-2023

City /

Country

/

United States

Vote Deadline

03-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Edward J. Ludwig

Management

For

For

For

For

1e.

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 boardroom, 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: David J. Roux

Management

For

For

For

For

1g.

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.

1h.

Election of Director: David S. Wichmann

Management

For

For

For

For

1i.

Election of Director: Ellen M. Zane

Management

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

Management

1 Year

1 Year

For

For

4.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2023 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

4,113

0

20-Apr-2023

20-Apr-2023

CAPITAL ONE FINANCIAL CORPORATION

Security

14040H105

Meeting Type

Annual

Ticker Symbol

COF

Meeting Date

04-May-2023

ISIN

US14040H1059

Agenda

935786155 - Management

Record Date

08-Mar-2023

Holding Recon Date

08-Mar-2023

City /

Country

/

United States

Vote Deadline

03-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Richard D. Fairbank

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: Ime Archibong

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: Christine Detrick

Management

For

For

For

For

1d.

Election of Director: Ann Fritz Hackett

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: Peter Thomas Killalea

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: Cornelis "Eli" Leenaars

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: François Locoh-Donou

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: 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. 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: 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: Craig Anthony Williams

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.

Approval of amendments to Capital One Financial Corporation's Restated Certificate of Incorporation to remove remaining supermajority voting requirements and references to Signet Banking Corporation.

Management

For

For

For

For

3.

Advisory vote on frequency of holding an advisory vote to approve our Named Executive Officer compensation ("Say When On Pay").

Management

1 Year

1 Year

For

For

4.

Advisory vote on our Named Executive Officer 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.

5.

Approval and adoption of the Capital One Financial Corporation Seventh Amended and Restated 2004 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.

6.

Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm of Capital One for 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.

7.

Stockholder proposal requesting a simple majority vote.

Shareholder

For

Against

Against

For

Comments: 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. As such, we recommend a vote FOR this Proposal.

8.

Stockholder proposal requesting a report on Board oversight of risks related to discrimination.

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.

Stockholder proposal requesting a Board skills and diversity 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.

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

630

0

25-Apr-2023

25-Apr-2023

PROLOGIS, INC.

Security

74340W103

Meeting Type

Annual

Ticker Symbol

PLD

Meeting Date

04-May-2023

ISIN

US74340W1036

Agenda

935786814 - Management

Record Date

07-Mar-2023

Holding Recon Date

07-Mar-2023

City /

Country

/

United States

Vote Deadline

03-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Hamid R. Moghadam

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 boardroom, 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: Cristina G. Bita

Management

For

For

For

For

1c.

Election of Director: James B. Connor

Management

For

For

For

For

1d.

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. 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: Lydia H. Kennard

Management

For

For

For

For

1f.

Election of Director: Irving F. Lyons III

Management

For

For

For

For

1g.

Election of Director: Avid Modjtabai

Management

For

For

For

For

1h.

Election of Director: David P. O'Connor

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: Olivier Piani

Management

For

For

For

For

1j.

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.

1k.

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.

2.

Advisory Vote to Approve the Company's Executive Compensation for 2022.

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 Future Advisory Votes on the Company's Executive Compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the 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.

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

435

0

24-Apr-2023

24-Apr-2023

CME GROUP INC.

Security

12572Q105

Meeting Type

Annual

Ticker Symbol

CME

Meeting Date

04-May-2023

ISIN

US12572Q1058

Agenda

935788034 - Management

Record Date

06-Mar-2023

Holding Recon Date

06-Mar-2023

City /

Country

/

United States

Vote Deadline

03-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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. 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 Equity Director: Kathryn Benesh

Management

For

For

For

For

1c.

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. 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 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. 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 Equity Director: Bryan T. Durkin

Management

For

For

For

For

1f.

Election of Equity Director: Harold Ford Jr.

Management

For

For

For

For

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.

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 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: 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.

1n.

Election of Equity Director: Rahael Seifu

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 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 LLP as our independent registered public accounting firm for 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.

Advisory vote on 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.

Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.

Management

1 Year

1 Year

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

507

0

24-Apr-2023

24-Apr-2023

CADENCE DESIGN SYSTEMS, INC.

Security

127387108

Meeting Type

Annual

Ticker Symbol

CDNS

Meeting Date

04-May-2023

ISIN

US1273871087

Agenda

935794126 - Management

Record Date

06-Mar-2023

Holding Recon Date

06-Mar-2023

City /

Country

/

United States

Vote Deadline

03-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Mark W. Adams

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: 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: ML Krakauer

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. 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.

1f.

Election of Director: Julia Liuson

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: 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. 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: Young K. Sohn

Management

For

For

For

For

2.

To approve the amendment of the Omnibus 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.

To vote on an advisory resolution 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.

To vote on the frequency of the advisory vote on named executive officer compensation.

Management

1 Year

1 Year

For

For

5.

Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Cadence for its fiscal year ending December 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.

6.

Stockholder proposal to remove the one- year holding period requirement to call a special stockholder meeting.

Shareholder

Against

Against

For

For

Comments: We believe that the proposal is not advisable and not favorable to the shareholders. As such, we recommend a vote AGAINST this Resolution.

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

771

0

30-Apr-2023

30-Apr-2023

ABBVIE INC.

Security

00287Y109

Meeting Type

Annual

Ticker Symbol

ABBV

Meeting Date

05-May-2023

ISIN

US00287Y1091

Agenda

935786484 - Management

Record Date

06-Mar-2023

Holding Recon Date

06-Mar-2023

City /

Country

/

United States

Vote Deadline

04-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Class II Director: Robert J. Alpern

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 Director: Melody B. Meyer

Management

For

For

For

For

1c.

Election of Class II Director: Frederick H. Waddell

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 Ernst & Young LLP as AbbVie's independent registered public accounting firm for 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.

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 Implement Simple Majority Vote.

Shareholder

For

Against

Against

For

Comments: 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. As such, we recommend a vote FOR this Proposal.

6.

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. We recommend a vote AGAINST this Proposal.

7.

Stockholder Proposal - to Issue an Annual Report 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.

8.

Stockholder Proposal - to Issue a Report on Patent Process.

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'  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

1,283

0

01-May-2023

01-May-2023

OCCIDENTAL PETROLEUM CORPORATION

Security

674599105

Meeting Type

Annual

Ticker Symbol

OXY

Meeting Date

05-May-2023

ISIN

US6745991058

Agenda

935786713 - Management

Record Date

10-Mar-2023

Holding Recon Date

10-Mar-2023

City /

Country

/

United States

Vote Deadline

04-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Vicky A. Bailey

Management

For

For

For

For

1b.

Election of Director: Andrew Gould

Management

For

For

For

For

1c.

Election of Director: Carlos M. Gutierrez

Management

For

For

For

For

1d.

Election of Director: Vicki Hollub

Management

For

For

For

For

1e.

Election of Director: William R. Klesse

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: Jack B. Moore

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.

1g.

Election of Director: Claire O'Neill

Management

For

For

For

For

1h.

Election of Director: Avedick B. Poladian

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: Ken Robinson

Management

For

For

For

For

1j.

Election of Director: Robert M. Shearer

Management

For

For

For

For

2.

Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation.

Management

1 Year

1 Year

For

For

3.

Advisory Vote to Approve Named Executive Officer Compensation.

Management

For

For

For

For

4.

Ratification of Selection of KPMG as Occidental's 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.

5.

Shareholder Proposal Requesting an Independent Board Chairman 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

1,349

0

25-Apr-2023

25-Apr-2023

BERKSHIRE HATHAWAY INC.

Security

084670702

Meeting Type

Annual

Ticker Symbol

BRKB

Meeting Date

06-May-2023

ISIN

US0846707026

Agenda

935785418 - Management

Record Date

08-Mar-2023

Holding Recon Date

08-Mar-2023

City /

Country

/

United States

Vote Deadline

05-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

Charlotte Guyman

For

For

For

For

11

Ajit Jain

For

For

For

For

12

Thomas S. Murphy, Jr.

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.

Non-binding resolution to approve the compensation of the Company's Named Executive Officers, as described in the 2023 Proxy Statement.

Management

For

For

For

For

3.

Non-binding resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation.

Management

1 Year

3 Years

Against

For

Comments: It is our opinion that an annual say-on-pay vote is the accepted standard for companies today and a requirement for good corporate governance. Furthermore, we believe that triennial advisory vote on executive compensation will hinder shareholders from providing the Company with direct input on their respective compensation philosophy, policies and practices as disclosed in the proxy statement. We do not concur with the current board's recommendation of a triennial ratification (non-binding vote) on this issue. We recommend a vote AGAINST the option of triennial (every three years) as the frequency with which shareholders will be provided an advisory vote on executive compensation.

4.

Shareholder proposal regarding how the Company manages physical and transitional climate related risks and opportunities.

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.

5.

Shareholder proposal regarding how climate related risks are being governed by the Company.

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.

6.

Shareholder proposal regarding how the Company intends to measure, disclose and reduce GHG emissions associated with its underwriting, insuring and investment activities.

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.

7.

Shareholder proposal regarding the reporting on the effectiveness 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.

8.

Shareholder proposal regarding the adoption of a policy requiring that two separate people hold the offices of the Chairman and the CEO.

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.

9.

Shareholder proposal requesting that the Company avoid supporting or taking a public policy position on controversial social and political issues.

Shareholder

Against

Against

For

For

Comments: We believe that approval of the proposal is not in the best interests of the 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

373

0

03-May-2023

03-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,230

0

03-May-2023

03-May-2023

PARAMOUNT GLOBAL

Security

92556H206

Meeting Type

Annual

Ticker Symbol

PARA

Meeting Date

08-May-2023

ISIN

US92556H2067

Agenda

935791372 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

05-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

2,811

0

02-May-2023

02-May-2023

3M COMPANY

Security

88579Y101

Meeting Type

Annual

Ticker Symbol

MMM

Meeting Date

09-May-2023

ISIN

US88579Y1010

Agenda

935791550 - Management

Record Date

14-Mar-2023

Holding Recon Date

14-Mar-2023

City /

Country

/

United States

Vote Deadline

08-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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 "Tony" K. Brown

Management

For

For

For

For

1b.

Election of Director for a term of one year: Anne H. Chow

Management

For

For

For

For

1c.

Election of Director for a term of one year: David B. Dillon

Management

For

For

For

For

1d.

Election of Director for a term of one year: 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.

1e.

Election of Director for a term of one year: 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 term of one year: 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 term of one year: Suzan Kereere

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 for a term of one year: 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.

1i.

Election of Director for a term of one year: Pedro J. Pizarro

Management

For

For

For

For

1j.

Election of Director for a term of one year: 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 Some Concerns/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.

Advisory approval on the frequency of advisory votes on executive compensation.

Management

1 Year

1 Year

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

994

0

03-May-2023

03-May-2023

PENTAIR PLC

Security

G7S00T104

Meeting Type

Annual

Ticker Symbol

PNR

Meeting Date

09-May-2023

ISIN

IE00BLS09M33

Agenda

935791601 - Management

Record Date

10-Mar-2023

Holding Recon Date

10-Mar-2023

City /

Country

/

United Kingdom

Vote Deadline

05-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Re-election of director: Mona Abutaleb Stephenson

Management

For

For

For

For

1b.

Re-election of director: Melissa Barra

Management

For

For

For

For

1c.

Re-election of director: T. Michael Glenn

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.

Re-election of director: Theodore L. 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.

Re-election of director: David A. 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.

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. 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.

1f.

Re-election of director: Gregory E. Knight

Management

For

For

For

For

1g.

Re-election of director: Michael T. Speetzen

Management

For

For

For

For

1h.

Re-election of director: John L. Stauch

Management

For

For

For

For

1i.

Re-election of director: Billie I. Williamson

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 nonbinding, advisory vote, 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 approve, by nonbinding, advisory vote, the frequency of future advisory votes on the compensation of the named executive officers.

Management

1 Year

1 Year

For

For

4.

To ratify, by nonbinding, advisory vote, the appointment of Deloitte & Touche LLP as the independent auditor of Pentair plc and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the 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. 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 authorize the Board of Directors to allot new shares under Irish law.

Management

For

For

For

For

6.

To authorize the Board of Directors to opt- out of statutory preemption rights under Irish law (Special Resolution).

Management

For

For

For

For

7.

To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law (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

1,862

0

01-May-2023

01-May-2023

DANAHER CORPORATION

Security

235851102

Meeting Type

Annual

Ticker Symbol

DHR

Meeting Date

09-May-2023

ISIN

US2358511028

Agenda

935795510 - Management

Record Date

10-Mar-2023

Holding Recon Date

10-Mar-2023

City /

Country

/

United States

Vote Deadline

08-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to hold office until the 2024 Annual Meeting of Shareholders: Rainer M. Blair

Management

For

For

For

For

1b.

Election of Director to hold office until the 2024 Annual Meeting of Shareholders: Feroz Dewan

Management

For

For

For

For

1c.

Election of Director to hold office until the 2024 Annual Meeting of Shareholders: Linda Filler

Management

For

For

For

For

1d.

Election of Director to hold office until the 2024 Annual Meeting of Shareholders: Teri List

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 hold office until the 2024 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. 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 hold office until the 2024 Annual Meeting of Shareholders: Jessica L. Mega, MD, MPH

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 to hold office until the 2024 Annual Meeting of Shareholders: Mitchell P. Rales

Management

For

For

For

For

1h.

Election of Director to hold office until the 2024 Annual Meeting of Shareholders: Steven M. Rales

Management

For

For

For

For

1i.

Election of Director to hold office until the 2024 Annual Meeting of Shareholders: Pardis C. Sabeti, MD, D. PHIL

Management

For

For

For

For

1j.

Election of Director to hold office until the 2024 Annual Meeting of Shareholders: A. Shane Sanders

Management

For

For

For

For

1k.

Election of Director to hold office until the 2024 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.

1l.

Election of Director to hold office until the 2024 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. 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 to hold office until the 2024 Annual Meeting of Shareholders: Raymond C. Stevens, Ph.D

Management

For

For

For

For

1n.

Election of Director to hold office until the 2024 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, 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.

To approve on an advisory basis the Company's 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.

To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company's executive officer compensation.

Management

1 Year

1 Year

For

For

5.

To act upon a shareholder proposal requesting adoption of a policy separating the chair and CEO roles and requiring an independent Board Chair whenever possible.

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 act upon a shareholder proposal requesting a report to shareholders on the effectiveness of the Company's diversity, equity 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. As such, 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

856

0

01-May-2023

01-May-2023

STRYKER CORPORATION

Security

863667101

Meeting Type

Annual

Ticker Symbol

SYK

Meeting Date

10-May-2023

ISIN

US8636671013

Agenda

935785444 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

09-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Mary K. Brainerd

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

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: Srikant M. Datar, Ph.D.

Management

For

For

For

For

1d.

Election of Director: Allan C. Golston

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: Kevin A. Lobo (Chair of the Board, Chief Executive Officer and President)

Management

For

For

For

For

1f.

Election of Director: Sherilyn S. McCoy (Lead Independent Director)

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: Andrew K. Silvernail

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: Lisa M. Skeete Tatum

Management

For

For

For

For

1i.

Election of Director: Ronda E. Stryker

Management

Against

For

Against

For

Comments: F11           Affiliation - Family Member - Member of a Key Board Committee According to Egan-Jones' Proxy Guidelines, a director who is an immediate family member of a current or former officer of the company or its affiliates within the previous five years 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.

1j.

Election of Director: Rajeev Suri

Management

For

For

For

For

2.

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

Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation.

Management

1 Year

1 Year

For

For

5.

Shareholder Proposal on Political 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. 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

401

0

04-May-2023

04-May-2023

KINDER MORGAN, INC.

Security

49456B101

Meeting Type

Annual

Ticker Symbol

KMI

Meeting Date

10-May-2023

ISIN

US49456B1017

Agenda

935785759 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

09-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director for a one year term expiring in 2024: Richard D. Kinder

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 boardroom, 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 for a one year term expiring in 2024: Steven J. Kean

Management

For

For

For

For

1c.

Election of Director for a one year term expiring in 2024: Kimberly A. Dang

Management

For

For

For

For

1d.

Election of Director for a one year term expiring in 2024: Ted A. Gardner

Management

For

For

For

For

1e.

Election of Director for a one year term expiring in 2024: Anthony W. Hall, Jr.

Management

For

For

For

For

1f.

Election of Director for a one year term expiring in 2024: Gary L. Hultquist

Management

For

For

For

For

1g.

Election of Director for a one year term expiring in 2024: Ronald L. Kuehn, Jr.

Management

For

For

For

For

1h.

Election of Director for a one year term expiring in 2024: Deborah A. Macdonald

Management

For

For

For

For

1i.

Election of Director for a one year term expiring in 2024: Michael C. Morgan

Management

For

For

For

For

1j.

Election of Director for a one year term expiring in 2024: Arthur C. Reichstetter

Management

For

For

For

For

1k.

Election of Director for a one year term expiring in 2024: C. Park Shaper

Management

For

For

For

For

1l.

Election of Director for a one year term expiring in 2024: William A. Smith

Management

For

For

For

For

1m.

Election of Director for a one year term expiring in 2024: Joel V. Staff

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 for a one year term expiring in 2024: Robert F. Vagt

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.

Approval of an Amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the company as permitted by recent amendments to the General Corporation Law of the State of Delaware

Management

For

For

For

For

3.

Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 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, on an advisory basis, of the compensation of our named executive officers, as 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

2,314

0

04-May-2023

04-May-2023

CSX CORPORATION

Security

126408103

Meeting Type

Annual

Ticker Symbol

CSX

Meeting Date

10-May-2023

ISIN

US1264081035

Agenda

935786422 - Management

Record Date

08-Mar-2023

Holding Recon Date

08-Mar-2023

City /

Country

/

United States

Vote Deadline

09-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Donna M. Alvarado

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: Thomas P. Bostick

Management

For

For

For

For

1c.

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. 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: Paul C. Hilal

Management

For

For

For

For

1e.

Election of Director: Joseph R. Hinrichs

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

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: Suzanne M. Vautrinot

Management

For

For

For

For

1i.

Election of Director: James L. Wainscott

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: 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. 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. 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.

The ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 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.

Advisory (non-binding) resolution to approve compensation for 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.

Advisory (non-binding) resolution to approve the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

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

2,429

0

03-May-2023

03-May-2023

CENTENE CORPORATION

Security

15135B101

Meeting Type

Annual

Ticker Symbol

CNC

Meeting Date

10-May-2023

ISIN

US15135B1017

Agenda

935788375 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

09-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

ELECTION OF DIRECTOR: Jessica L. Blume

Management

For

For

For

For

1b.

ELECTION OF DIRECTOR: Kenneth A. Burdick

Management

For

For

For

For

1c.

ELECTION OF DIRECTOR: Christopher J. Coughlin

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: H. James Dallas

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: Wayne S. DeVeydt

Management

For

For

For

For

1f.

ELECTION OF DIRECTOR: Frederick H. Eppinger

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: Monte 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.

1h.

ELECTION OF DIRECTOR: Sarah M. London

Management

For

For

For

For

1i.

ELECTION OF DIRECTOR: Lori J. 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.

1j.

ELECTION OF DIRECTOR: Theodore R. Samuels

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 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.

ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

Management

1 Year

1 Year

For

For

4.

RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 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.

STOCKHOLDER PROPOSAL FOR 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.

6.

STOCKHOLDER PROPOSAL FOR MATERNAL MORBIDITY REDUCTION METRICS IN EXECUTIVE COMPENSATION.

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

1,202

0

04-May-2023

04-May-2023

DOMINION ENERGY, INC.

Security

25746U109

Meeting Type

Annual

Ticker Symbol

D

Meeting Date

10-May-2023

ISIN

US25746U1097

Agenda

935788440 - Management

Record Date

03-Mar-2023

Holding Recon Date

03-Mar-2023

City /

Country

/

United States

Vote Deadline

09-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

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: D. Maybank Hagood

Management

For

For

For

For

1D.

Election of Director: Ronald W. Jibson

Management

For

For

For

For

1E.

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. 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: Kristin G. Lovejoy

Management

For

For

For

For

1G.

Election of Director: Joseph M. Rigby

Management

For

For

For

For

1H.

Election of Director: Pamela J. Royal, M.D.

Management

For

For

For

For

1I.

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. 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: Susan N. Story

Management

For

For

For

For

1K.

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. 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 Vote on Approval of 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.

Advisory Vote on the Frequency of Say on Pay Votes

Management

1 Year

1 Year

For

For

4.

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.

5.

Management's Proposal to Amend Article IV of the Bylaws to Make Certain Changes to the Information Required to be Provided by a Shareholder Requesting a Special Meeting

Management

For

For

For

For

6.

Management's Proposal to Amend Article XI of the Bylaws to Make Certain Changes to the Advance Notice Provisions for Director Nominations

Management

For

For

For

For

7.

Shareholder Proposal Regarding a Policy to Require 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.

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

1,936

0

04-May-2023

04-May-2023

SKYWORKS SOLUTIONS, INC.

Security

83088M102

Meeting Type

Annual

Ticker Symbol

SWKS

Meeting Date

10-May-2023

ISIN

US83088M1027

Agenda

935790231 - Management

Record Date

16-Mar-2023

Holding Recon Date

16-Mar-2023

City /

Country

/

United States

Vote Deadline

09-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director with terms expiring at the next Annual Meeting: Alan S. Batey

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 with terms expiring at the next 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.

1c.

Election of Director with terms expiring at the next Annual Meeting: Liam K. Griffin

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 boardroom, 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 with terms expiring at the next Annual Meeting: Eric J. Guerin

Management

For

For

For

For

1e.

Election of Director with terms expiring at the next Annual Meeting: 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 with terms expiring at the next Annual Meeting: Suzanne E. McBride

Management

For

For

For

For

1g.

Election of Director with terms expiring at the next Annual Meeting: 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.

1h.

Election of Director with terms expiring at the next Annual Meeting: 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.

1i.

Election of Director with terms expiring at the next Annual Meeting: Maryann Turcke

Management

For

For

For

For

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 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.

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, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers.

Management

1 Year

1 Year

For

For

5.

To approve an amendment to the Company's Restated Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of officers.

Management

For

For

For

For

6.

To approve a stockholder proposal regarding simple majority vote.

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

516

0

04-May-2023

04-May-2023

AMERICAN INTERNATIONAL GROUP, INC.

Security

026874784

Meeting Type

Annual

Ticker Symbol

AIG

Meeting Date

10-May-2023

ISIN

US0268747849

Agenda

935793629 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

09-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: PAOLA BERGAMASCHI

Management

For

For

For

For

1b.

Election of Director: JAMES COLE, JR.

Management

For

For

For

For

1c.

Election of Director: W. DON CORNWELL

Management

For

For

For

For

1d.

Election of Director: LINDA A. 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.

1e.

Election of Director: DIANA M. MURPHY

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: THERESE M. VAUGHAN

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: VANESSA A. WITTMAN

Management

For

For

For

For

1j.

Election of Director: PETER ZAFFINO

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.

Ratify Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 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 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 Requesting 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

1,963

0

04-May-2023

04-May-2023

PHILLIPS 66

Security

718546104

Meeting Type

Annual

Ticker Symbol

PSX

Meeting Date

10-May-2023

ISIN

US7185461040

Agenda

935793718 - Management

Record Date

15-Mar-2023

Holding Recon Date

15-Mar-2023

City /

Country

/

United States

Vote Deadline

09-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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 2026 Annual Meeting: Gregory J. Hayes

Management

For

For

For

For

1b.

Election of Class II Director to Hold Office until the 2026 Annual Meeting: Charles M. Holley

Management

For

For

For

For

1c.

Election of Class II Director to Hold Office until the 2026 Annual Meeting: Denise R. Singleton

Management

For

For

For

For

1d.

Election of Class II Director to Hold Office until the 2026 Annual Meeting: Glenn F. Tilton

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 Class II Director to Hold Office until the 2026 Annual Meeting: Marna C. Whittington

Management

For

For

For

For

2.

Management Proposal to Approve the Declassification of the Board of Directors.

Management

For

For

For

For

3.

Advisory vote to approve our executive compensation.

Management

For

For

For

For

4.

Ratification of the Appointment of Ernst & Young 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.

5.

Shareholder proposal requesting audited report on the impact to chemicals business under the System Change Scenario.

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

1,029

0

04-May-2023

04-May-2023

AMERICAN WATER WORKS COMPANY, INC.

Security

030420103

Meeting Type

Annual

Ticker Symbol

AWK

Meeting Date

10-May-2023

ISIN

US0304201033

Agenda

935793782 - Management

Record Date

17-Mar-2023

Holding Recon Date

17-Mar-2023

City /

Country

/

United States

Vote Deadline

09-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

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: M. Susan Hardwick

Management

For

For

For

For

1d.

Election of Director: Kimberly J. 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: Laurie P. Havanec

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: Julia 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.

1g.

Election of Director: Patricia L. Kampling

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: Karl F. Kurz

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 boardroom, 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: Michael L. Marberry

Management

For

For

For

For

1j.

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

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, on an advisory basis, of the frequency (i.e., every year, every two years or every three years) of the approval, on an advisory basis, of the compensation of the Company's named executive officers.

Management

1 Year

1 Year

For

For

4.

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 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.

Shareholder proposal on Racial Equity 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

780

0

03-May-2023

03-May-2023

ASSURANT, INC.

Security

04621X108

Meeting Type

Annual

Ticker Symbol

AIZ

Meeting Date

11-May-2023

ISIN

US04621X1081

Agenda

935785165 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

10-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Elaine D. Rosen

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: Paget L. Alves

Management

For

For

For

For

1c.

Election of Director: Rajiv Basu

Management

For

For

For

For

1d.

Election of Director: J. Braxton Carter

Management

For

For

For

For

1e.

Election of Director: Juan N. Cento

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: Keith W. Demmings

Management

For

For

For

For

1g.

Election of Director: Harriet Edelman

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: Sari Granat

Management

For

For

For

For

1i.

Election of Director: Lawrence V. Jackson

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: Debra J. Perry

Management

For

For

For

For

1k.

Election of Director: Ognjen (Ogi) Redzic

Management

For

For

For

For

1l.

Election of Director: Paul J. Reilly

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: Robert W. Stein

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 PricewaterhouseCoopers LLP as Assurant's Independent Registered Public Accounting Firm for 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 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 approval of the 2022 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 should 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 centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value. Therefore, we recommend a vote AGAINST this Proposal.

4.

Advisory approval of the frequency of executive compensation votes.

Management

1 Year

1 Year

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

437

0

07-May-2023

07-May-2023

FORD MOTOR COMPANY

Security

345370860

Meeting Type

Annual

Ticker Symbol

F

Meeting Date

11-May-2023

ISIN

US3453708600

Agenda

935790128 - Management

Record Date

15-Mar-2023

Holding Recon Date

15-Mar-2023

City /

Country

/

United States

Vote Deadline

10-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

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: Beth E. Mooney

Management

For

For

For

For

1k.

Election of Director: Lynn Vojvodich Radakovich

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: 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. 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: John B. Veihmeyer

Management

For

For

For

For

1n.

Election of Director: John S. Weinberg

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 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

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.

An Advisory Vote on the Frequency of a Shareholder Vote to Approve the Compensation of the Named Executives.

Management

1 Year

1 Year

For

For

5.

Approval of the 2023 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.

6.

Relating to Consideration of a Recapitalization Plan to Provide That All of the Company's Outstanding Stock Have 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.

Relating to Disclosure of the Company's Reliance on Child Labor Outside of the United States.

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.

Relating to Reporting on the Company's Animal Testing Practices.

Shareholder

Against

Against

For

For

Comments: We believe that the preparation of an additional report to stockholders as requested by the proponent would not be a good use of company resources. 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

7,347

0

07-May-2023

07-May-2023

VERIZON COMMUNICATIONS INC.

Security

92343V104

Meeting Type

Annual

Ticker Symbol

VZ

Meeting Date

11-May-2023

ISIN

US92343V1044

Agenda

935790700 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

10-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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 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: Vittorio Colao

Management

For

For

For

For

1E.

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 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: Laxman Narasimhan

Management

For

For

For

For

1G.

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.

1H.

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 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: Rodney Slater

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: Carol Tomé

Management

For

For

For

For

1K.

Election of Director: Hans Vestberg

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 boardroom, 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.

1L.

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.

Advisory vote on the frequency of future advisory votes to approve executive compensation

Management

1 Year

1 Year

For

For

4.

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.

5.

Government requests to remove content

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.

6.

Prohibit 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. We recommend a vote AGAINST this Proposal.

7.

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. 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.

8.

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.

9.

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.

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

3,707

0

07-May-2023

07-May-2023

EDWARDS LIFESCIENCES CORPORATION

Security

28176E108

Meeting Type

Annual

Ticker Symbol

EW

Meeting Date

11-May-2023

ISIN

US28176E1082

Agenda

935792261 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

10-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

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.

1.4

Election of Director: Steven R. Loranger

Management

For

For

For

For

1.5

Election of Director: Martha H. Marsh

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: 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

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.

1.9

Election of Director: Bernard J. Zovighian

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 to Approve Frequency of Future Advisory Votes on Named Executive Officer Compensation

Management

1 Year

1 Year

For

For

4.

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.

5.

Approval of Amendment of the Certificate of Incorporation to Provide for Exculpation of Officers

Management

For

For

For

For

6.

Stockholder Proposal regarding Independent Board Chairman 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

1,247

0

08-May-2023

08-May-2023

INTEL CORPORATION

Security

458140100

Meeting Type

Annual

Ticker Symbol

INTC

Meeting Date

11-May-2023

ISIN

US4581401001

Agenda

935793631 - Management

Record Date

17-Mar-2023

Holding Recon Date

17-Mar-2023

City /

Country

/

United States

Vote Deadline

10-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

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: Andrea J. Goldsmith

Management

For

For

For

For

1d.

Election of Director: Alyssa H. Henry

Management

For

For

For

For

1e.

Election of Director: Omar Ishrak

Management

For

For

For

For

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: Barbara G. Novick

Management

For

For

For

For

1i.

Election of Director: Gregory D. Smith

Management

For

For

For

For

1j.

Election of Director: Lip-Bu Tan

Management

For

For

For

For

1k.

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.

1l.

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 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.

Advisory vote to approve executive 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.

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.

Advisory vote on the frequency of holding future advisory votes to approve executive compensation of our named executive officers.

Management

1 Year

1 Year

For

For

6.

Stockholder proposal requesting an executive stock retention period policy and reporting, if properly presented at the meeting.

Shareholder

For

Against

Against

For

Comments: We believe that requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus the executives on the Company's long-term success. We recommend a vote FOR this Proposal.

7.

Stockholder proposal requesting commission and publication of a third party review of Intel's China business ESG congruence, 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

6,798

0

08-May-2023

08-May-2023

AMEREN CORPORATION

Security

023608102

Meeting Type

Annual

Ticker Symbol

AEE

Meeting Date

11-May-2023

ISIN

US0236081024

Agenda

935795750 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

10-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: CYNTHIA J. BRINKLEY

Management

For

For

For

For

1c.

ELECTION OF DIRECTOR: CATHERINE S. BRUNE

Management

For

For

For

For

1d.

ELECTION OF DIRECTOR: J. EDWARD COLEMAN

Management

For

For

For

For

1e.

ELECTION OF DIRECTOR: WARD H. DICKSON

Management

For

For

For

For

1f.

ELECTION OF DIRECTOR: NOELLE K. EDER

Management

For

For

For

For

1g.

ELECTION OF DIRECTOR: ELLEN M. FITZSIMMONS

Management

For

For

For

For

1h.

ELECTION OF DIRECTOR: RAFAEL FLORES

Management

For

For

For

For

1i.

ELECTION OF DIRECTOR: RICHARD J. HARSHMAN

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: CRAIG S. IVEY

Management

For

For

For

For

1k.

ELECTION OF DIRECTOR: JAMES C. JOHNSON

Management

For

For

For

For

1l.

ELECTION OF DIRECTOR: MARTIN J. LYONS, JR.

Management

For

For

For

For

1m.

ELECTION OF DIRECTOR: STEVEN H. LIPSTEIN

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: LEO S. MACKAY, JR.

Management

For

For

For

For

2.

COMPANY PROPOSAL - ADVISORY APPROVAL OF COMPENSATION OF THE NAMED EXECUTIVE OFFICERS DISCLOSED IN THE PROXY STATEMENT.

Management

For

For

For

For

3.

COMPANY PROPOSAL - ADVISORY APPROVAL OF THE FREQUENCY OF EXECUTIVE COMPENSATION SHAREHOLDER ADVISORY VOTE.

Management

1 Year

1 Year

For

For

4.

COMPANY PROPOSAL - RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 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.

SHAREHOLDER PROPOSAL REGARDING THE ADOPTION OF SCOPES 1 AND 2 EMISSIONS 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

934

0

07-May-2023

07-May-2023

STEEL DYNAMICS, INC.

Security

858119100

Meeting Type

Annual

Ticker Symbol

STLD

Meeting Date

11-May-2023

ISIN

US8581191009

Agenda

935797805 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

10-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Mark D. Millett

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.

2

Sheree L. Bargabos

For

For

For

For

3

Kenneth W. Cornew

For

For

For

For

4

Traci M. Dolan

For

For

For

For

5

James C. Marcuccilli

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

Bradley S. Seaman

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

Gabriel L. Shaheen

For

For

For

For

8

Luis M. Sierra

For

For

For

For

9

Steven A. Sonnenberg

For

For

For

For

10

Richard P. Teets, Jr.

For

For

For

For

2.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS STEEL DYNAMICS, INC.'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.

APPROVAL OF FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

Management

1 Year

1 Year

For

For

4.

ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

Management

For

For

For

For

5.

APPROVAL OF THE STEEL DYNAMICS, INC. 2023 EQUITY INCENTIVE PLAN

Management

For

For

For

For

6.

APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PROVIDE FOR ELECTION OF DIRECTORS BY MAJORITY 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

757

0

06-May-2023

06-May-2023

NORFOLK SOUTHERN CORPORATION

Security

655844108

Meeting Type

Annual

Ticker Symbol

NSC

Meeting Date

11-May-2023

ISIN

US6558441084

Agenda

935801729 - Management

Record Date

03-Mar-2023

Holding Recon Date

03-Mar-2023

City /

Country

/

United States

Vote Deadline

10-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Thomas D. Bell, 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.

1b.

Election of Director: Mitchell E. Daniels, 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: Marcela E. Donadio

Management

For

For

For

For

1d.

Election of Director: John C. Huffard, 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.

1e.

Election of Director: Christopher T. Jones

Management

For

For

For

For

1f.

Election of Director: Thomas C. Kelleher

Management

For

For

For

For

1g.

Election of Director: Steven F. Leer

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: Michael D. Lockhart

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: Amy E. Miles

Management

For

For

For

For

1j.

Election of Director: Claude Mongeau

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: Jennifer F. Scanlon

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: Alan H. Shaw

Management

For

For

For

For

1m.

Election of Director: John R. Thompson

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 KPMG LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2023.

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 of the advisory resolution on executive compensation, as disclosed in the proxy statement for the 2023 Annual Meeting of Shareholders.

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.

Frequency of advisory resolution on executive compensation.

Management

1 Year

1 Year

For

For

5.

A shareholder proposal regarding street name and non-street name shareholders' rights 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

366

0

07-May-2023

07-May-2023

MASCO CORPORATION

Security

574599106

Meeting Type

Annual

Ticker Symbol

MAS

Meeting Date

11-May-2023

ISIN

US5745991068

Agenda

935811871 - Management

Record Date

17-Mar-2023

Holding Recon Date

17-Mar-2023

City /

Country

/

United States

Vote Deadline

10-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Keith J. Allman

Management

For

For

For

For

1b.

Election of Director: Aine L. Denari

Management

For

For

For

For

1c.

Election of Director: Christopher A. O'Herlihy

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. 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: Charles K. Stevens, III

Management

For

For

For

For

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 recommend, by non-binding advisory vote, the frequency of the non-binding advisory votes on the Company's executive compensation.

Management

1 Year

1 Year

For

For

4.

To ratify the selection of PricewaterhouseCoopers LLP as independent auditors for the Company for 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

1,601

0

07-May-2023

07-May-2023

TERADYNE, INC.

Security

880770102

Meeting Type

Annual

Ticker Symbol

TER

Meeting Date

12-May-2023

ISIN

US8807701029

Agenda

935790281 - Management

Record Date

16-Mar-2023

Holding Recon Date

16-Mar-2023

City /

Country

/

United States

Vote Deadline

11-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director for a one-year term: Timothy E. Guertin

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 for a one-year term: Peter Herweck

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: Mercedes Johnson

Management

For

For

For

For

1d.

Election of Director for a one-year term: Ernest E. Maddock

Management

For

For

For

For

1e.

Election of Director for a one-year term: Marilyn Matz

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: Gregory S. Smith

Management

For

For

For

For

1g.

Election of Director for a one-year term: Ford Tamer

Management

For

For

For

For

1h.

Election of Director for a one-year term: Paul J. Tufano

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, in a non-binding, advisory vote, 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 approve, in a non-binding, advisory vote, that the frequency of an advisory vote on the compensation of the Company's named executive officers as set forth in the Company's proxy statement is every year, every two years, or every three years.

Management

1 Year

1 Year

For

For

4.

To ratify the selection of the firm of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 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.

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

1,228

0

07-May-2023

07-May-2023

CAMDEN PROPERTY TRUST

Security

133131102

Meeting Type

Annual

Ticker Symbol

CPT

Meeting Date

12-May-2023

ISIN

US1331311027

Agenda

935791613 - Management

Record Date

16-Mar-2023

Holding Recon Date

16-Mar-2023

City /

Country

/

United States

Vote Deadline

11-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Trust Manager: Richard J. Campo

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 Trust Manager: Javier E. Benito

Management

For

For

For

For

1c.

Election of Trust Manager: Heather J. Brunner

Management

For

For

For

For

1d.

Election of Trust Manager: Mark D. Gibson

Management

For

For

For

For

1e.

Election of Trust Manager: Scott S. Ingraham

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 Trust Manager: Renu Khator

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 Trust Manager: D. Keith Oden

Management

For

For

For

For

1h.

Election of Trust Manager: Frances Aldrich Sevilla-Sacasa

Management

For

For

For

For

1i.

Election of Trust Manager: Steven A. Webster

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 Trust Manager: Kelvin R. Westbrook

Management

For

For

For

For

2.

Approval, by an advisory vote, 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 Deloitte & Touche 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.

4.

Approval, by an advisory vote, of frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

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

833

0

07-May-2023

07-May-2023

COLGATE-PALMOLIVE COMPANY

Security

194162103

Meeting Type

Annual

Ticker Symbol

CL

Meeting Date

12-May-2023

ISIN

US1941621039

Agenda

935795382 - Management

Record Date

13-Mar-2023

Holding Recon Date

13-Mar-2023

City /

Country

/

United States

Vote Deadline

11-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Steve Cahillane

Management

For

For

For

For

1d.

Election of Director: Lisa M. Edwards

Management

For

For

For

For

1e.

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.

1f.

Election of Director: Martina Hund-Mejean

Management

For

For

For

For

1g.

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.

1h.

Election of Director: Lorrie M. Norrington

Management

For

For

For

For

1i.

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.

1j.

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.

1k.

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.

Advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

5.

Stockholder proposal on 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.

Stockholder proposal on executives to retain significant stock.

Shareholder

For

Against

Against

For

Comments: We believe that requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus the executives on the Company's long-term success. 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

1,406

0

07-May-2023

07-May-2023

MARRIOTT INTERNATIONAL, INC.

Security

571903202

Meeting Type

Annual

Ticker Symbol

MAR

Meeting Date

12-May-2023

ISIN

US5719032022

Agenda

935797564 - Management

Record Date

15-Mar-2023

Holding Recon Date

15-Mar-2023

City /

Country

/

United States

Vote Deadline

11-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: Lauren R. Hobart

Management

For

For

For

For

1g.

ELECTION OF DIRECTOR: Debra L. Lee

Management

For

For

For

For

1h.

ELECTION OF DIRECTOR: Aylwin B. Lewis

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: 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.

1j.

ELECTION OF DIRECTOR: Margaret M. McCarthy

Management

For

For

For

For

1k.

ELECTION OF DIRECTOR: Grant F. Reid

Management

For

For

For

For

1l.

ELECTION OF DIRECTOR: Horacio D. Rozanski

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: Susan C. Schwab

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 ERNST & YOUNG AS THE COMPANY'S 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.

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.

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION

Management

1 Year

1 Year

For

For

5.

APPROVAL OF THE 2023 MARRIOTT INTERNATIONAL, INC. STOCK AND CASH 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.

6.

STOCKHOLDER RESOLUTION REQUESTING THAT THE COMPANY PUBLISH A CONGRUENCY REPORT OF PARTNERSHIPS WITH GLOBALIST ORGANIZATIONS

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.

STOCKHOLDER RESOLUTION REQUESTING THE COMPANY ANNUALLY PREPARE A PAY EQUITY DISCLOSURE

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.

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

1,057

0

07-May-2023

07-May-2023

MOTOROLA SOLUTIONS, INC.

Security

620076307

Meeting Type

Annual

Ticker Symbol

MSI

Meeting Date

16-May-2023

ISIN

US6200763075

Agenda

935792211 - Management

Record Date

17-Mar-2023

Holding Recon Date

17-Mar-2023

City /

Country

/

United States

Vote Deadline

15-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: Egon P. Durban

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 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: 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 PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for 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, 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 should 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 centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value. Therefore, we recommend a vote AGAINST this Proposal.

4.

Advisory Approval of the Frequency of the Advisory Vote to Approve the Company's Executive Compensation.

Management

1 Year

1 Year

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

354

0

10-May-2023

10-May-2023

CONOCOPHILLIPS

Security

20825C104

Meeting Type

Annual

Ticker Symbol

COP

Meeting Date

16-May-2023

ISIN

US20825C1045

Agenda

935796194 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

15-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Dennis V. Arriola

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 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.

Advisory Approval of Executive Compensation.

Management

For

For

For

For

4.

Advisory Vote on Frequency of Advisory Vote on Executive Compensation.

Management

1 Year

None

For

5.

Adoption of Amended and Restated Certificate of Incorporation on Right to Call Special Meeting.

Management

Against

For

Against

For

Comments: We believe that it is appropriate to enable holders of 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 AGAINST this Proposal.

6.

Approval of 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.

Management

For

For

For

For

7.

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.

8.

Share Retention Until Retirement.

Shareholder

For

Against

Against

For

Comments: We believe that requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus the executives on the Company's long-term success. We recommend a vote FOR this Proposal.

9.

Report on Tax Payments.

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.

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.

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

10-May-2023

10-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

2,250

0

10-May-2023

10-May-2023

JPMORGAN CHASE & CO.

Security

46625H100

Meeting Type

Annual

Ticker Symbol

JPM

Meeting Date

16-May-2023

ISIN

US46625H1005

Agenda

935797223 - Management

Record Date

17-Mar-2023

Holding Recon Date

17-Mar-2023

City /

Country

/

United States

Vote Deadline

15-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Alicia Boler Davis

Management

For

For

For

For

1f.

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.

1g.

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.

1h.

Election of Director: Alex Gorsky

Management

For

For

For

For

1i.

Election of Director: Mellody Hobson

Management

For

For

For

For

1j.

Election of Director: Michael A. Neal

Management

For

For

For

For

1k.

Election of Director: Phebe N. Novakovic

Management

For

For

For

For

1l.

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.

Advisory vote on frequency of advisory resolution to approve executive compensation

Management

1 Year

1 Year

For

For

4.

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.

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.

Fossil fuel phase out

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.

7.

Amending public responsibility committee charter to include mandate to oversee animal welfare impact and risk

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.

8.

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.

9.

Report on climate transition planning

Shareholder

For

Against

Against

For

Comments: Climate change is one of the most financially significant environmental issues currently facing investors.  Data on occupational safety and health, vendor and labor standards, waste and water reduction targets and product-related environmental impacts are important business considerations. Not managing these properly could pose significant regulatory, legal, reputational and financial risks. Tracking and reporting on ESG business practices makes a company more responsive to a global business environment which is characterized by finite natural resources, changing legislation, and heightened public expectations for corporate accountability. Reporting also helps companies better integrate and gain strategic value from existing sustainability efforts, identify gaps and opportunities in products and processes, develop company- wide communications, publicize innovative practices, and receive feedback. We believe that approval of this proposal is in the best interests of the Company and its 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.

10.

Report on ensuring respect for civil liberties

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.

Report analyzing the congruence of the company's political and electioneering expenditures

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. We recommend a vote AGAINST this Proposal.

12.

Absolute GHG reduction goals

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

507

0

10-May-2023

10-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

2,260

0

10-May-2023

10-May-2023

TESLA, INC.

Security

88160R101

Meeting Type

Annual

Ticker Symbol

TSLA

Meeting Date

16-May-2023

ISIN

US88160R1014

Agenda

935804636 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

15-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director: Elon Musk

Management

For

For

For

For

1.2

Election of Director: Robyn Denholm

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 boardroom, 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.

1.3

Election of Director: JB Straubel

Management

For

For

For

For

2.

Tesla proposal to approve executive compensation on a non- binding advisory basis.

Management

For

For

For

For

3.

Tesla proposal to approve the frequency of future votes on executive compensation on a non-binding advisory basis.

Management

1 Year

3 Years

Against

For

Comments: It is our opinion that an annual say-on-pay vote is the accepted standard for companies today and a requirement for good corporate governance. Furthermore, we believe that triennial advisory vote on executive compensation will hinder shareholders from providing the Company with direct input on their respective compensation philosophy, policies and practices as disclosed in the proxy statement. We do not concur with the current board's recommendation of a triennial ratification (non-binding vote) on this issue. We recommend a vote AGAINST the option of triennial (every three years) as the frequency with which shareholders will be provided an advisory vote on executive compensation.

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 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 regarding reporting on key-person risk.

Shareholder

Against

Against

For

For

Comments: We believe that approval of the proposal will negatively impact the Company's ability to retain, motivate and recruit management. 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

229

0

10-May-2023

10-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

2,340

0

10-May-2023

10-May-2023

IDEXX LABORATORIES, INC.

Security

45168D104

Meeting Type

Annual

Ticker Symbol

IDXX

Meeting Date

17-May-2023

ISIN

US45168D1046

Agenda

935793996 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

16-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director (Proposal One): Daniel M. Junius

Management

For

For

For

For

1b.

Election of Director (Proposal One): Lawrence D. Kingsley

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. 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 (Proposal One): Sophie V. Vandebroek, PhD

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

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.

Advisory Vote on the Frequency of Advisory Votes on Executive Compensation. To recommend, by nonbinding advisory vote, the frequency of future advisory votes on the Company's executive compensation (Proposal Four).

Management

1 Year

1 Year

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

277

0

12-May-2023

12-May-2023

CROWN CASTLE INC.

Security

22822V101

Meeting Type

Annual

Ticker Symbol

CCI

Meeting Date

17-May-2023

ISIN

US22822V1017

Agenda

935796788 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

16-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: P. Robert Bartolo

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. 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: Jay A. Brown

Management

For

For

For

For

1c.

Election of Director: Cindy Christy

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: Ari Q. Fitzgerald

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: 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

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: Matthew Thornton, 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.

2.

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal year 2023.

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.

The non-binding, advisory vote to approve 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.

The amendment to the Company's Restated Certificate of Incorporation, as amended, regarding officer exculpation.

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

546

0

12-May-2023

12-May-2023

FISERV, INC.

Security

337738108

Meeting Type

Annual

Ticker Symbol

FISV

Meeting Date

17-May-2023

ISIN

US3377381088

Agenda

935806096 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

16-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

Henrique de Castro

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

Harry F. DiSimone

For

For

For

For

4

Dylan G. Haggart

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

Wafaa Mamilli

For

For

For

For

6

Heidi G. Miller

For

For

For

For

7

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.

8

Kevin M. Warren

For

For

For

For

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.

Advisory vote on the frequency of advisory votes on the compensation of the named executive officers of Fiserv, Inc.

Management

1 Year

1 Year

For

For

4.

To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 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.

Shareholder proposal requesting an independent board chair policy.

Shareholder

For

Against

Against

For

Comments: 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

816

0

12-May-2023

12-May-2023

QUEST DIAGNOSTICS INCORPORATED

Security

74834L100

Meeting Type

Annual

Ticker Symbol

DGX

Meeting Date

17-May-2023

ISIN

US74834L1008

Agenda

935807137 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

16-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: James E. Davis

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: Luis A. Diaz, Jr., M.D.

Management

For

For

For

For

1c.

Election of Director: Tracey C. Doi

Management

For

For

For

For

1d.

Election of Director: Vicky B. Gregg

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: Wright L. Lassiter, III

Management

For

For

For

For

1f.

Election of Director: Timothy L. Main

Management

For

For

For

For

1g.

Election of Director: Denise M. Morrison

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 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.

1i.

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. 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: Gail R. Wilensky, Ph.D.

Management

For

For

For

For

2.

An advisory resolution to approve the executive officer compensation disclosed in the Company's 2023 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.

An advisory vote to recommend the frequency of the stockholder advisory vote to approve executive officer compensation

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of our independent registered public accounting firm for 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.

Approval of the Amended and Restated Employee 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.

6.

Stockholder proposal regarding a report on the Company's 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.

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

475

0

12-May-2023

12-May-2023

MONDELEZ INTERNATIONAL, INC.

Security

609207105

Meeting Type

Annual

Ticker Symbol

MDLZ

Meeting Date

17-May-2023

ISIN

US6092071058

Agenda

935809357 - Management

Record Date

08-Mar-2023

Holding Recon Date

08-Mar-2023

City /

Country

/

United States

Vote Deadline

16-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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.

1e.

Election of Director: Anindita Mukherjee

Management

For

For

For

For

1f.

Election of Director: Jane Hamilton Nielsen

Management

For

For

For

For

1g.

Election of Director: Patrick T. Siewert

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.

1h.

Election of Director: Michael A. Todman

Management

For

For

For

For

1i.

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.

Advisory Vote on the Frequency of Future Votes to Approve Executive Compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for Fiscal Year Ending December 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.

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.

6.

Publish Annual Benchmarks for Achieving Company's 2025 Cage-Free Egg Goal.

Shareholder

Against

Against

For

For

Comments: We believe that the preparation of an additional report to stockholders as requested by the proponent would not be a good use of company resources. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

7.

Adopt Public Targets to Eradicate Child Labor in Cocoa Supply Chain

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.

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

1,564

0

10-May-2023

10-May-2023

NORTHROP GRUMMAN CORPORATION

Security

666807102

Meeting Type

Annual

Ticker Symbol

NOC

Meeting Date

17-May-2023

ISIN

US6668071029

Agenda

935809763 - Management

Record Date

21-Mar-2023

Holding Recon Date

21-Mar-2023

City /

Country

/

United States

Vote Deadline

16-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Ann M. Fudge

Management

For

For

For

For

1e.

Election of Director: Madeleine A. Kleiner

Management

For

For

For

For

1f.

Election of Director: Arvind Krishna

Management

For

For

For

For

1g.

Election of Director: Graham N. Robinson

Management

For

For

For

For

1h.

Election of Director: Kimberly A. Ross

Management

For

For

For

For

1i.

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.

1j.

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.

1k.

Election of Director: James S. Turley

Management

For

For

For

For

1l.

Election of Director: Mark A. Welsh III

Management

For

For

For

For

1m.

Election of Director: Mary A. Winston

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 vote on the preferred frequency of future advisory votes on the compensation of the Company's Named Executive Officers.

Management

1 Year

1 Year

For

For

4.

Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's Independent Auditor for fiscal year ending December 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.

Proposal to amend the Company's Amended and Restated Certificate of Incorporation to reduce the threshold to call a special meeting of shareholders.

Management

Against

For

Against

For

Comments: We believe that it is appropriate to enable holders of 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 AGAINST this Proposal.

6.

Shareholder proposal to annually conduct an evaluation and issue a report describing the alignment of the Company's political activities with its human rights policy

Shareholder

Against

Against

For

For

7.

Shareholder proposal to provide for 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.

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

143

0

12-May-2023

12-May-2023

VERTEX PHARMACEUTICALS INCORPORATED

Security

92532F100

Meeting Type

Annual

Ticker Symbol

VRTX

Meeting Date

17-May-2023

ISIN

US92532F1003

Agenda

935809852 - Management

Record Date

23-Mar-2023

Holding Recon Date

23-Mar-2023

City /

Country

/

United States

Vote Deadline

16-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director: Sangeeta Bhatia

Management

For

For

For

For

1.2

Election of Director: Lloyd Carney

Management

For

For

For

For

1.3

Election of Director: Alan Garber

Management

For

For

For

For

1.4

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.

1.5

Election of Director: Reshma Kewalramani

Management

For

For

For

For

1.6

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 boardroom, 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: Diana McKenzie

Management

For

For

For

For

1.8

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.

1.9

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, 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.

Advisory vote to approve named executive office compensation.

Management

For

For

For

For

4.

Advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

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

305

0

12-May-2023

12-May-2023

PINNACLE WEST CAPITAL CORPORATION

Security

723484101

Meeting Type

Annual

Ticker Symbol

PNW

Meeting Date

17-May-2023

ISIN

US7234841010

Agenda

935811857 - Management

Record Date

10-Mar-2023

Holding Recon Date

10-Mar-2023

City /

Country

/

United States

Vote Deadline

16-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

For

For

For

For

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

Kathryn L. Munro

For

For

For

For

6

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.

7

Paula J. Sims

For

For

For

For

8

William H. Spence

For

For

For

For

9

Kristine L. Svinicki

For

For

For

For

10

James E. Trevathan, Jr.

For

For

For

For

11

Director Withdrawn

For

For

For

For

2.

To hold an advisory vote to approve executive compensation.

Management

For

For

For

For

3.

To hold an advisory vote on the frequency of our shareholders advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

To approve the first amendment to the Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan.

Management

For

For

For

For

5.

To ratify the appointment of our independent accountant for the year ending December 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 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.

6.

To act upon a shareholder proposal requesting adoption of a policy separating the chairman and CEO roles and requiring an independent Board Chairman whenever possible, if properly presented at the 2023 Annual Meeting of Shareholders.

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

870

0

12-May-2023

12-May-2023

CHUBB LIMITED

Security

H1467J104

Meeting Type

Annual

Ticker Symbol

CB

Meeting Date

17-May-2023

ISIN

CH0044328745

Agenda

935813027 - Management

Record Date

24-Mar-2023

Holding Recon Date

24-Mar-2023

City /

Country

/

United States

Vote Deadline

15-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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, 2022

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: Nancy K. Buese

Management

For

For

For

For

5f

Election of Director: Sheila P. Burke

Management

For

For

For

For

5g

Election of Director: Michael L. Corbat

Management

For

For

For

For

5h

Election of Director: Robert J. Hugin

Management

For

For

For

For

5i

Election of Director: Robert W. Scully

Management

For

For

For

For

5j

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.

5k

Election of Director: David H. Sidwell

Management

For

For

For

For

5l

Election of Director: Olivier Steimer

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 the Compensation Committee of the Board of Directors: 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 the Compensation Committee of the Board of Directors: David H. Sidwell

Management

For

For

For

For

7c

Election of the Compensation Committee of the Board of Directors: Frances F. Townsend

Management

For

For

For

For

8

Election of Homburger AG as independent proxy

Management

For

For

For

For

9a

Amendments to the Articles of Association: Amendments relating to Swiss corporate law updates

Management

For

For

For

For

9b

Amendments to the Articles of Association: Amendment to advance notice period

Management

For

For

For

For

10a

Reduction of share capital: Cancellation of repurchased shares

Management

For

For

For

For

10b

Reduction of share capital: Par value reduction

Management

For

For

For

For

11a

Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements: Maximum compensation of the Board of Directors until the next annual general meeting

Management

For

For

For

For

11b

Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements: Maximum compensation of Executive Management for the 2024 calendar year

Management

For

For

For

For

11c

Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements: Advisory vote to approve the Swiss compensation report

Management

For

For

For

For

12

Advisory vote to approve executive compensation under U.S. securities law requirements

Management

For

For

For

For

13

Advisory vote on the frequency of the U.S. securities law advisory vote on executive compensation

Management

1 Year

1 Year

For

For

14

Shareholder proposal on greenhouse gas emissions targets, if properly presented

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.

15

Shareholder proposal on human rights and underwriting, if properly presented.

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.

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

424

0

11-May-2023

11-May-2023

ROBERT HALF INTERNATIONAL INC.

Security

770323103

Meeting Type

Annual

Ticker Symbol

RHI

Meeting Date

17-May-2023

ISIN

US7703231032

Agenda

935829765 - Management

Record Date

24-Mar-2023

Holding Recon Date

24-Mar-2023

City /

Country

/

United States

Vote Deadline

16-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Julia L. Coronado

Management

For

For

For

For

1b.

Election of Director: Dirk A. Kempthorne

Management

For

For

For

For

1c.

Election of Director: Harold M. Messmer, Jr.

Management

For

For

For

For

1d.

Election of Director: Marc H. Morial

Management

For

For

For

For

1e.

Election of Director: Robert J. Pace

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: Frederick A. Richman

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: M. Keith Waddell

Management

For

For

For

For

1h.

Election of Director: Marnie H. Wilking

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.

Advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

To ratify the appointment of PricewaterhouseCoopers LLP, as the Company's independent registered public accounting firm for 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

818

0

12-May-2023

12-May-2023

THE HOME DEPOT, INC.

Security

437076102

Meeting Type

Annual

Ticker Symbol

HD

Meeting Date

18-May-2023

ISIN

US4370761029

Agenda

935795659 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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. 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 P. Decker

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.

1h.

Election of Director: Linda R. Gooden

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: Wayne M. Hewett

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: Manuel Kadre

Management

For

For

For

For

1k.

Election of Director: Stephanie C. Linnartz

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: Paula Santilli

Management

For

For

For

For

1m.

Election of Director: Caryn Seidman-Becker

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 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

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.

Advisory Vote on the Frequency of Future Say-on-Pay Votes

Management

1 Year

1 Year

For

For

5.

Shareholder Proposal Regarding Amendment of Shareholder Written Consent Right

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.

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

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. We recommend a vote AGAINST this Proposal.

8.

Shareholder Proposal Regarding Rescission of Racial Equity Audit Proposal Vote

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. 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 Regarding Senior Management Commitment to Avoid Political Speech

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. 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

204

0

15-May-2023

15-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,000

0

15-May-2023

15-May-2023

ADVANCED MICRO DEVICES, INC.

Security

007903107

Meeting Type

Annual

Ticker Symbol

AMD

Meeting Date

18-May-2023

ISIN

US0079031078

Agenda

935797728 - Management

Record Date

22-Mar-2023

Holding Recon Date

22-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Nora M. Denzel

Management

For

For

For

For

1b.

Election of Director: Mark Durcan

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: Michael P. Gregoire

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: Joseph A. Householder

Management

For

For

For

For

1e.

Election of Director: John W. Marren

Management

For

For

For

For

1f.

Election of Director: Jon A. Olson

Management

For

For

For

For

1g.

Election of Director: Lisa T. Su

Management

For

For

For

For

1h.

Election of Director: Abhi Y. Talwalkar

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: Elizabeth W. Vanderslice

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 of the Advanced Micro Devices, Inc. 2023 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.

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.

4.

Advisory vote to approve the executive 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.

5.

Advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

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

1,574

0

14-May-2023

14-May-2023

ZOETIS INC.

Security

98978V103

Meeting Type

Annual

Ticker Symbol

ZTS

Meeting Date

18-May-2023

ISIN

US98978V1035

Agenda

935801224 - Management

Record Date

24-Mar-2023

Holding Recon Date

24-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Paul M. Bisaro

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: Vanessa Broadhurst

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: Michael B. McCallister

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.

1e.

Election of Director: Gregory Norden

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: Louise M. Parent

Management

For

For

For

For

1g.

Election of Director: Kristin C. Peck

Management

For

For

For

For

1h.

Election of Director: Robert W. Scully

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.

Advisory vote 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.

3.

Ratification of appointment of KPMG LLP as our independent registered public accounting firm for 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 Restated Certificate of Incorporation to create a right to call a special meeting.

Management

Against

For

Against

For

Comments: We believe that it is appropriate to enable holders of 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 AGAINST this Proposal.

5.

Shareholder proposal regarding ability to call a special meeting.

Shareholder

For

Against

Against

For

Comments: We believe that the ability of shareholders to call special meetings is increasingly considered an important aspect of good corporate governance. We believe that the current threshold of the Company will strike an appropriate balance between the right of shareholders to call a special meeting and the interests of the Company and its shareholders. As such, 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

887

0

13-May-2023

13-May-2023

MARSH & MCLENNAN COMPANIES, INC.

Security

571748102

Meeting Type

Annual

Ticker Symbol

MMC

Meeting Date

18-May-2023

ISIN

US5717481023

Agenda

935801541 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Anthony K. Anderson

Management

For

For

For

For

1b.

Election of Director: John Q. Doyle

Management

For

For

For

For

1c.

Election of Director: Hafize Gaye Erkan

Management

For

For

For

For

1d.

Election of Director: Oscar Fanjul

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: H. Edward Hanway

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. 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.

1f.

Election of Director: Judith Hartmann

Management

For

For

For

For

1g.

Election of Director: Deborah C. Hopkins

Management

For

For

For

For

1h.

Election of Director: Tamara Ingram

Management

For

For

For

For

1i.

Election of Director: Jane H. Lute

Management

For

For

For

For

1j.

Election of Director: Steven A. Mills

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.

1k.

Election of Director: Bruce P. Nolop

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: Morton O. Schapiro

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: Lloyd M. Yates

Management

For

For

For

For

1n.

Election of Director: Ray G. Young

Management

For

For

For

For

2.

Advisory (Nonbinding) 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 (Nonbinding) Vote on the Frequency of Future Votes on Named Executive Officer Compensation

Management

1 Year

1 Year

For

For

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 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

374

0

15-May-2023

15-May-2023

ON SEMICONDUCTOR CORPORATION

Security

682189105

Meeting Type

Annual

Ticker Symbol

ON

Meeting Date

18-May-2023

ISIN

US6821891057

Agenda

935803468 - Management

Record Date

21-Mar-2023

Holding Recon Date

21-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Atsushi Abe

Management

For

For

For

For

1b.

Election of Director: Alan Campbell

Management

For

For

For

For

1c.

Election of Director: Susan K. Carter

Management

For

For

For

For

1d.

Election of Director: Thomas L. Deitrich

Management

For

For

For

For

1e.

Election of Director: Hassane El-Khoury

Management

For

For

For

For

1f.

Election of Director: Bruce E. Kiddoo

Management

For

For

For

For

1g.

Election of Director: Paul A. Mascarenas

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: Gregory Waters

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: Christine Y. Yan

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 vote to approve 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 should 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 centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value. Therefore, we recommend a vote AGAINST this Proposal.

3.

Advisory vote to approve the frequency of future Say-on-Pay votes.

Management

1 Year

1 Year

For

For

4.

Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered accounting firm for the year ending December 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.

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

1,216

0

15-May-2023

15-May-2023

AT&T INC.

Security

00206R102

Meeting Type

Annual

Ticker Symbol

T

Meeting Date

18-May-2023

ISIN

US00206R1023

Agenda

935803937 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

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.

1b.

Election of Director: Glenn H. Hutchins

Management

For

For

For

For

1c.

Election of Director: William E. Kennard

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: Stephen J. Luczo

Management

For

For

For

For

1e.

Election of Director: Michael B. McCallister

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: Beth E. Mooney

Management

For

For

For

For

1g.

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.

1h.

Election of Director: John T. Stankey

Management

For

For

For

For

1i.

Election of Director: Cynthia B. Taylor

Management

For

For

For

For

1j.

Election of Director: Luis A. Ubiñas

Management

For

For

For

For

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

For

For

For

For

4.

Advisory approval of frequency of vote on executive compensation.

Management

1 Year

1 Year

For

For

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.

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

5,489

0

13-May-2023

13-May-2023

ALTRIA GROUP, INC.

Security

02209S103

Meeting Type

Annual

Ticker Symbol

MO

Meeting Date

18-May-2023

ISIN

US02209S1033

Agenda

935804965 - Management

Record Date

27-Mar-2023

Holding Recon Date

27-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Jacinto J. Hernandez

Management

For

For

For

For

1f.

Election of Director: Debra J. Kelly-Ennis

Management

For

For

For

For

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.

Non-Binding Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of Altria's Named Executive Officers

Management

1 Year

1 Year

For

For

5.

Shareholder Proposal - Report on Congruence of Political and Lobbying Expenditures with Company Values and Policies

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. We recommend a vote AGAINST this Proposal.

6.

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

870

0

14-May-2023

14-May-2023

CVS HEALTH CORPORATION

Security

126650100

Meeting Type

Annual

Ticker Symbol

CVS

Meeting Date

18-May-2023

ISIN

US1266501006

Agenda

935806375 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Jeffrey R. Balser, M.D., Ph.D.

Management

For

For

For

For

1c.

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. 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: Alecia A. DeCoudreaux

Management

For

For

For

For

1e.

Election of Director: Nancy-Ann M. DeParle

Management

For

For

For

For

1f.

Election of Director: Roger N. Farah

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. 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 boardroom, 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: Anne M. Finucane

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: Edward J. Ludwig

Management

For

For

For

For

1i.

Election of Director: Karen S. Lynch

Management

For

For

For

For

1j.

Election of Director: Jean-Pierre Millon

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: Mary L. Schapiro

Management

For

For

For

For

2.

Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 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.

Say on Pay, a Proposal to Approve, on an Advisory Basis, 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.

4.

Proposal to Recommend, on an Advisory Basis, the Frequency of Advisory Votes on Executive Compensation Votes

Management

1 Year

1 Year

For

For

5.

Stockholder Proposal Requesting Paid Sick Leave for All Employees

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.

6.

Stockholder Proposal for Reducing our Ownership Threshold to Request a Special Stockholder Meeting

Shareholder

For

Against

Against

For

Comments: We believe that the ability of shareholders to call special meetings is increasingly considered an important aspect of good corporate governance. We believe that the current threshold of the Company will strike an appropriate balance between the right of shareholders to call a special meeting and the interests of the Company and its shareholders. As such, we recommend a vote FOR this Proposal.

7.

Stockholder Proposal Regarding "Fair Elections" and Requiring Stockholder Approval of Certain Types of By-law Amendments

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal will ensure shareholders can vote on any proposal that would impose inequitable restrictions. As such, we recommend a vote FOR this Proposal.

8.

Stockholder Proposal Requesting a Report on a "Worker Rights Assessment"

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.

Stockholder Proposal to Prevent Company Directors from Simultaneously Sitting on the Boards of Directors of Any Other Company

Shareholder

Against

Against

For

For

Comments: We believe that the nature of the proposal is too restrictive that it might affect the Company's ability to hire, retain and motivate directors to serve on the Board. 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

1,443

0

15-May-2023

15-May-2023

NEXTERA ENERGY, INC.

Security

65339F101

Meeting Type

Annual

Ticker Symbol

NEE

Meeting Date

18-May-2023

ISIN

US65339F1012

Agenda

935808696 - Management

Record Date

22-Mar-2023

Holding Recon Date

22-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Nicole S. Arnaboldi

Management

For

For

For

For

1b.

Election of Director: Sherry S. Barrat

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: 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. 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: 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.

1e.

Election of Director: Naren K. Gursahaney

Management

For

For

For

For

1f.

Election of Director: Kirk S. Hachigian

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: John W. Ketchum

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 boardroom, 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: Amy B. Lane

Management

For

For

For

For

1i.

Election of Director: David L. Porges

Management

For

For

For

For

1j.

Election of Director: Deborah "Dev" Stahlkopf

Management

For

For

For

For

1k.

Election of Director: John A. Stall

Management

For

For

For

For

1l.

Election of Director: Darryl L. Wilson

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 appointment of Deloitte & Touche LLP as NextEra Energy's independent registered public accounting firm for 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, by non-binding advisory vote, of NextEra Energy's compensation of its 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.

Non-Binding advisory vote on whether NextEra Energy should hold a non-binding shareholder advisory vote to approve NextEra Energy's compensation of its named executive officers every 1, 2 or 3 years

Management

1 Year

1 Year

For

For

5.

A proposal entitled "Board Skills Disclosure" requesting a chart of individual board skills

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' 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

2,456

0

15-May-2023

15-May-2023

THE CHARLES SCHWAB CORPORATION

Security

808513105

Meeting Type

Annual

Ticker Symbol

SCHW

Meeting Date

18-May-2023

ISIN

US8085131055

Agenda

935809523 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of director: Marianne C. Brown

Management

For

For

For

For

1b.

Election of director: Frank C. Herringer

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: Gerri K. Martin- Flickinger

Management

For

For

For

For

1d.

Election of director: Todd M. Ricketts

Management

For

For

For

For

1e.

Election of director: Carolyn Schwab- Pomerantz

Management

For

For

For

For

2.

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.

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.

Frequency of advisory vote on named executive officer compensation

Management

1 Year

1 Year

For

For

5.

Stockholder Proposal requesting pay equity disclosure

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.

Stockholder Proposal requesting company report on discrimination risk oversight and impact

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' 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

1,868

0

15-May-2023

15-May-2023

AMPHENOL CORPORATION

Security

032095101

Meeting Type

Annual

Ticker Symbol

APH

Meeting Date

18-May-2023

ISIN

US0320951017

Agenda

935823953 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

17-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director: Nancy A. 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.

1.2

Election of Director: David P. Falck

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.

1.3

Election of Director: Edward G. Jepsen

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.

1.4

Election of Director: Rita S. Lane

Management

For

For

For

For

1.5

Election of Director: Robert A. Livingston

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: Martin H. Loeffler

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: R. Adam Norwitt

Management

For

For

For

For

1.8

Election of Director: Prahlad Singh

Management

For

For

For

For

1.9

Election of Director: Anne Clarke Wolff

Management

For

For

For

For

2.

Ratification of Deloitte & Touche LLP as Independent Public Accountants of the Company

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 Compensation of 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.

Advisory Vote on the Frequency of Future Advisory Votes to Approve Compensation of Named Executive Officers

Management

1 Year

1 Year

For

For

5.

Stockholder Proposal: Improve 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. 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

1,669

0

14-May-2023

14-May-2023

HONEYWELL INTERNATIONAL INC.

Security

438516106

Meeting Type

Annual

Ticker Symbol

HON

Meeting Date

19-May-2023

ISIN

US4385161066

Agenda

935801200 - Management

Record Date

24-Mar-2023

Holding Recon Date

24-Mar-2023

City /

Country

/

United States

Vote Deadline

18-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

For

For

For

For

1C.

Election of Director: William S. Ayer

Management

For

For

For

For

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.

1F.

Election of Director: Deborah Flint

Management

For

For

For

For

1G.

Election of Director: Vimal Kapur

Management

For

For

For

For

1H.

Election of Director: Rose Lee

Management

For

For

For

For

1I.

Election of Director: Grace D. Lieblein

Management

For

For

For

For

1J.

Election of Director: Robin L. Washington

Management

For

For

For

For

1K.

Election of Director: Robin Watson

Management

For

For

For

For

2.

Advisory Vote to Approve Frequency of Advisory Vote on Executive Compensation.

Management

1 Year

1 Year

For

For

3.

Advisory Vote to Approve Executive Compensation.

Management

For

For

For

For

4.

Approval 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.

5.

Shareowner 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.

Shareowner Proposal - Environmental and Health Impact Report.

Shareholder

For

Against

Against

For

Comments: Climate change is one of the most financially significant environmental issues currently facing investors. Data on occupational safety and health, vendor and labor standards, waste and water reduction targets and product-related environmental impacts are important business considerations. Not managing these properly could pose significant regulatory, legal, reputational and financial risks. Tracking and reporting on ESG business practices makes a company more responsive to a global business environment which is characterized by finite natural resources, changing legislation, and heightened public expectations for corporate accountability. Reporting also helps companies better integrate and gain strategic value from existing sustainability efforts, identify gaps and opportunities in products and processes, develop company- wide communications, publicize innovative practices, and receive feedback. We believe that approval of this proposal is in the best interests of the Company and its 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

538

0

16-May-2023

16-May-2023

MORGAN STANLEY

Security

617446448

Meeting Type

Annual

Ticker Symbol

MS

Meeting Date

19-May-2023

ISIN

US6174464486

Agenda

935808646 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

18-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

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: James P. Gorman

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.

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

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: Jami Miscik

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: Masato Miyachi

Management

For

For

For

For

1k.

Election of Director: Dennis M. Nally

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: 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

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 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

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 vote on the frequency of holding a non- binding advisory vote on the compensation of executives as disclosed in the proxy statement (non-binding advisory vote)

Management

1 Year

1 Year

For

For

5.

Shareholder proposal requesting adoption of improved shareholder right 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 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 requesting adoption of a policy to cease financing 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 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.

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

1,773

0

16-May-2023

16-May-2023

INTERCONTINENTAL EXCHANGE, INC.

Security

45866F104

Meeting Type

Annual

Ticker Symbol

ICE

Meeting Date

19-May-2023

ISIN

US45866F1049

Agenda

935812621 - Management

Record Date

21-Mar-2023

Holding Recon Date

21-Mar-2023

City /

Country

/

United States

Vote Deadline

18-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director for terms expiring in 2024: Hon. Sharon Y. Bowen

Management

For

For

For

For

1b.

Election of Director for terms expiring in 2024: Shantella E. 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.

1c.

Election of Director for terms expiring in 2024: Duriya M. Farooqui

Management

For

For

For

For

1d.

Election of Director for terms expiring in 2024: The Rt. Hon. the Lord Hague of Richmond

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 for terms expiring in 2024: Mark F. Mulhern

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 terms expiring in 2024: Thomas E. Noonan

Management

For

For

For

For

1g.

Election of Director for terms expiring in 2024: Caroline L. Silver

Management

For

For

For

For

1h.

Election of Director for terms expiring in 2024: Jeffrey C. Sprecher

Management

For

For

For

For

1i.

Election of Director for terms expiring in 2024: Judith A. Sprieser

Management

For

For

For

For

1j.

Election of Director for terms expiring in 2024: Martha A. Tirinnanzi

Management

For

For

For

For

2.

To approve, by non-binding vote, the advisory resolution on executive 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.

To approve, by non-binding vote, the advisory resolution to approve the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

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

A stockholder proposal regarding special stockholder meeting improvement, if properly presented at the Annual 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

843

0

16-May-2023

16-May-2023

APA CORPORATION

Security

03743Q108

Meeting Type

Annual

Ticker Symbol

APA

Meeting Date

23-May-2023

ISIN

US03743Q1085

Agenda

935802581 - Management

Record Date

24-Mar-2023

Holding Recon Date

24-Mar-2023

City /

Country

/

United States

Vote Deadline

22-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

Election of Director: Annell R. Bay

Management

For

For

For

For

2.

Election of Director: John J. Christmann IV

Management

For

For

For

For

3.

Election of Director: Juliet S. Ellis

Management

For

For

For

For

4.

Election of Director: Charles W. Hooper

Management

For

For

For

For

5.

Election of Director: Chansoo Joung

Management

For

For

For

For

6.

Election of Director: H. Lamar McKay

Management

For

For

For

For

7.

Election of Director: Amy H. Nelson

Management

For

For

For

For

8.

Election of Director: Daniel W. Rabun

Management

For

For

For

For

9.

Election of Director: Peter A. Ragauss

Management

For

For

For

For

10.

Election of Director: David L. Stover

Management

For

For

For

For

11.

Ratification of Ernst & Young LLP as APA's 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.

12.

Advisory Vote to Approve Compensation of APA's Named Executive Officers

Management

For

For

For

For

13.

Advisory Vote on the Frequency of the Advisory Vote to Approve Compensation of APA's Named Executive Officers

Management

1 Year

1 Year

For

For

14.

Approval of an amendment to APA's Amended and Restated Certificate of Incorporation to provide for the exculpation of 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

444

0

17-May-2023

17-May-2023

REALTY INCOME CORPORATION

Security

756109104

Meeting Type

Annual

Ticker Symbol

O

Meeting Date

23-May-2023

ISIN

US7561091049

Agenda

935806248 - Management

Record Date

23-Mar-2023

Holding Recon Date

23-Mar-2023

City /

Country

/

United States

Vote Deadline

22-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to serve until the 2024 Annual meeting: Priscilla Almodovar

Management

For

For

For

For

1b.

Election of Director to serve until the 2024 Annual meeting: Jacqueline Brady

Management

For

For

For

For

1c.

Election of Director to serve until the 2024 Annual meeting: A. Larry 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.

1d.

Election of Director to serve until the 2024 Annual meeting: Reginald H. Gilyard

Management

For

For

For

For

1e.

Election of Director to serve until the 2024 Annual meeting: Mary Hogan Preusse

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 until the 2024 Annual meeting: Priya Cherian Huskins

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 to serve until the 2024 Annual meeting: Gerardo I. Lopez

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 2024 Annual meeting: Michael D. McKee

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 to serve until the 2024 Annual meeting: Gregory T. McLaughlin

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 to serve until the 2024 Annual meeting: Ronald L. Merriman

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 serve until the 2024 Annual meeting: Sumit Roy

Management

For

For

For

For

2.

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 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.

A non-binding advisory proposal to approve the compensation of our named executive officers as described 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 should 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 centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value. Therefore, we recommend a vote AGAINST this Proposal.

4.

A non-binding advisory vote to approve the frequency of future non-binding advisory votes by stockholders of the compensation of our named executive officers.

Management

1 Year

1 Year

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

1,288

0

18-May-2023

18-May-2023

MERCK & CO., INC.

Security

58933Y105

Meeting Type

Annual

Ticker Symbol

MRK

Meeting Date

23-May-2023

ISIN

US58933Y1055

Agenda

935809080 - Management

Record Date

24-Mar-2023

Holding Recon Date

24-Mar-2023

City /

Country

/

United States

Vote Deadline

22-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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.

1f.

Election of Director: Risa J. Lavizzo- Mourey, M.D.

Management

For

For

For

For

1g.

Election of Director: Stephen L. Mayo, Ph.D.

Management

For

For

For

For

1h.

Election of Director: Paul B. Rothman, M.D.

Management

For

For

For

For

1i.

Election of Director: Patricia F. Russo

Management

For

For

For

For

1j.

Election of Director: Christine E. Seidman, M.D.

Management

For

For

For

For

1k.

Election of Director: Inge G. Thulin

Management

For

For

For

For

1l.

Election of Director: Kathy J. Warden

Management

For

For

For

For

1m.

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.

2.

Non-binding advisory vote to approve the compensation of our named executive officers.

Management

For

For

For

For

3.

Non-binding advisory vote to approve the frequency of future votes to approve the compensation of our named executive officers.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of the Company's independent registered public accounting firm for 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.

Shareholder proposal regarding 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' Proxy Guidelines, we recommend a vote FOR this Proposal.

6.

Shareholder proposal regarding access to COVID-19 products.

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 regarding indirect 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. We recommend a vote AGAINST this Proposal.

8.

Shareholder proposal regarding patents and 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.

9.

Shareholder proposal regarding a congruency report of partnerships with globalist organizations.

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 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.

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

2,080

0

18-May-2023

18-May-2023

HENRY SCHEIN, INC.

Security

806407102

Meeting Type

Annual

Ticker Symbol

HSIC

Meeting Date

23-May-2023

ISIN

US8064071025

Agenda

935809636 - Management

Record Date

27-Mar-2023

Holding Recon Date

27-Mar-2023

City /

Country

/

United States

Vote Deadline

22-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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. 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: James P. Breslawski

Management

For

For

For

For

1d.

Election of Director: Deborah Derby

Management

For

For

For

For

1e.

Election of Director: Joseph L. Herring

Management

For

For

For

For

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: Scott Serota

Management

For

For

For

For

1m.

Election of Director: Bradley T. Sheares, 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.

1n.

Election of Director: Reed V. Tuckson, M.D., FACP

Management

For

For

For

For

2.

Proposal to amend and restate the Company's 2015 Non-Employee Director Stock Incentive Plan.

Management

For

For

For

For

3.

Proposal to approve, by non-binding vote, the 2022 compensation paid to the Company's Named Executive Officers.

Management

For

For

For

For

4.

Proposal to recommend, by non-binding vote, the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

5.

Proposal to ratify the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 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

881

0

18-May-2023

18-May-2023

WELLTOWER INC.

Security

95040Q104

Meeting Type

Annual

Ticker Symbol

WELL

Meeting Date

23-May-2023

ISIN

US95040Q1040

Agenda

935820173 - Management

Record Date

03-Apr-2023

Holding Recon Date

03-Apr-2023

City /

Country

/

United States

Vote Deadline

22-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Kenneth J. Bacon

Management

For

For

For

For

1b.

Election of Director: Karen B. DeSalvo

Management

For

For

For

For

1c.

Election of Director: Philip L. Hawkins

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: Dennis G. Lopez

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: Shankh Mitra

Management

For

For

For

For

1f.

Election of Director: Ade J. Patton

Management

For

For

For

For

1g.

Election of Director: Diana W. Reid

Management

For

For

For

For

1h.

Election of Director: Sergio D. Rivera

Management

For

For

For

For

1i.

Election of Director: Johnese M. Spisso

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: Kathryn M. Sullivan

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.

The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 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.

The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the 2023 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.

An advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

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

1,272

0

18-May-2023

18-May-2023

THERMO FISHER SCIENTIFIC INC.

Security

883556102

Meeting Type

Annual

Ticker Symbol

TMO

Meeting Date

24-May-2023

ISIN

US8835561023

Agenda

935803709 - Management

Record Date

27-Mar-2023

Holding Recon Date

27-Mar-2023

City /

Country

/

United States

Vote Deadline

23-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Marc N. Casper

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: 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

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: James C. Mullen

Management

For

For

For

For

1h.

Election of Director: Lars R. Sørensen

Management

For

For

For

For

1i.

Election of Director: Debora L. Spar

Management

For

For

For

For

1j.

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. 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: 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.

2.

An 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.

An advisory vote on the frequency of future named executive officer advisory votes.

Management

1 Year

1 Year

For

For

4.

Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent auditors for 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.

Approval of the Company's Amended and Restated 2013 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.

6.

Approval of the Company's 2023 Global 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

476

0

21-May-2023

21-May-2023

AMERICAN TOWER CORPORATION

Security

03027X100

Meeting Type

Annual

Ticker Symbol

AMT

Meeting Date

24-May-2023

ISIN

US03027X1000

Agenda

935806008 - Management

Record Date

27-Mar-2023

Holding Recon Date

27-Mar-2023

City /

Country

/

United States

Vote Deadline

23-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

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: 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. 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: 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

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: Craig Macnab

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: JoAnn A. Reed

Management

For

For

For

For

1j.

Election of Director: Pamela D. A. Reeve

Management

For

For

For

For

1k.

Election of Director: Bruce L. Tanner

Management

For

For

For

For

1l.

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 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.

To approve, on an advisory basis, 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.

4.

To vote, on an advisory basis, on the frequency with which the Company will hold a stockholder advisory vote on executive compensation.

Management

1 Year

1 Year

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

579

0

19-May-2023

19-May-2023

FIDELITY NAT'L INFORMATION SERVICES,INC.

Security

31620M106

Meeting Type

Annual

Ticker Symbol

FIS

Meeting Date

24-May-2023

ISIN

US31620M1062

Agenda

935815184 - Management

Record Date

31-Mar-2023

Holding Recon Date

31-Mar-2023

City /

Country

/

United States

Vote Deadline

23-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Lee Adrean

Management

For

For

For

For

1b.

Election of Director: Ellen R. Alemany

Management

For

For

For

For

1c.

Election of Director: Mark D. Benjamin

Management

For

For

For

For

1d.

Election of Director: Vijay G. D'Silva

Management

For

For

For

For

1e.

Election of Director: Stephanie L. Ferris

Management

For

For

For

For

1f.

Election of Director: Jeffrey A. Goldstein

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: Lisa A. Hook

Management

For

For

For

For

1h.

Election of Director: Kenneth T. Lamneck

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: Gary L. Lauer

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: Louise M. Parent

Management

For

For

For

For

1k.

Election of Director: Brian T. Shea

Management

For

For

For

For

1l.

Election of Director: James B. Stallings, 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.

To approve, on an 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 approve, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

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

632

0

21-May-2023

21-May-2023

BLACKROCK, INC.

Security

09247X101

Meeting Type

Annual

Ticker Symbol

BLK

Meeting Date

24-May-2023

ISIN

US09247X1019

Agenda

935821000 - Management

Record Date

30-Mar-2023

Holding Recon Date

30-Mar-2023

City /

Country

/

United States

Vote Deadline

23-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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.

1e.

Election of Director: Fabrizio Freda

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: 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.

1g.

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.

1h.

Election of Director: Robert S. Kapito

Management

For

For

For

For

1i.

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.

1j.

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.

1k.

Election of Director: Kristin C. Peck

Management

For

For

For

For

1l.

Election of Director: Charles H. Robbins

Management

For

For

For

For

1m.

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.

1n.

Election of Director: Hans E. Vestberg

Management

For

For

For

For

1o.

Election of Director: Susan L. Wagner

Management

For

For

For

For

1p.

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.

Approval, in a non-binding advisory vote, of the frequency of future executive compensation advisory votes.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of Deloitte LLP as BlackRock's independent registered public accounting firm for the 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.

5.

Shareholder Proposal - Civil rights, non- discrimination and returns to merit 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.

6.

Shareholder Proposal - Production of a report on BlackRock's ability to "engineer decarbonization in the real economy".

Shareholder

Against

Against

For

For

7.

Shareholder Proposal - Impact report for climate-related human risks of iShares U.S. Aerospace and Defense Exchange-Traded Fund.

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'  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

44

0

22-May-2023

22-May-2023

PAYPAL HOLDINGS, INC.

Security

70450Y103

Meeting Type

Annual

Ticker Symbol

PYPL

Meeting Date

24-May-2023

ISIN

US70450Y1038

Agenda

935821036 - Management

Record Date

30-Mar-2023

Holding Recon Date

30-Mar-2023

City /

Country

/

United States

Vote Deadline

23-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: John J. Donahoe

Management

For

For

For

For

1d.

Election of Director: David W. Dorman

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: 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: 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: 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.

Approval of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated.

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 the Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor for 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.

Stockholder Proposal - Provision of Services in Conflict Zones.

Shareholder

Against

Against

For

For

6.

Stockholder Proposal - Reproductive Rights and Data Privacy.

Shareholder

Against

Against

For

For

7.

Stockholder Proposal - PayPal Transparency Reports.

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.

8.

Stockholder Proposal - Report on Ensuring Respect for Civil Liberties.

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.

9.

Stockholder Proposal - Adopt Majority Vote Standard for Director Elections.

Shareholder

For

Against

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

1,458

0

22-May-2023

22-May-2023

AMAZON.COM, INC.

Security

023135106

Meeting Type

Annual

Ticker Symbol

AMZN

Meeting Date

24-May-2023

ISIN

US0231351067

Agenda

935825452 - Management

Record Date

30-Mar-2023

Holding Recon Date

30-Mar-2023

City /

Country

/

United States

Vote Deadline

23-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

For

For

For

For

1e.

Election of Director: Jamie S. Gorelick

Management

For

For

For

For

1f.

Election of Director: Daniel P. Huttenlocher

Management

For

For

For

For

1g.

Election of Director: Judith A. McGrath

Management

For

For

For

For

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

For

For

For

For

4.

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Management

1 Year

1 Year

For

For

5.

REAPPROVAL OF OUR 1997 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF FRENCH TAX LAW

Management

For

For

For

For

6.

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.

7.

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.

8.

SHAREHOLDER PROPOSAL REQUESTING REPORTING ON CONTENT AND PRODUCT REMOVAL/RESTRICTIONS

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.

9.

SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CONTENT REMOVAL REQUESTS

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.

SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON STAKEHOLDER IMPACTS

Shareholder

For

Against

Against

For

Comments: We believe that approval of the proposal will enhance the Company's climate commitments, and its human capital management practices as well as its broader stakeholder relationships. 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 ALTERNATIVE TAX REPORTING

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.

12.

SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON CLIMATE 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.

13.

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.

14.

SHAREHOLDER PROPOSAL REQUESTING AN ANALYSIS OF COSTS ASSOCIATED WITH DIVERSITY, EQUITY, AND INCLUSION PROGRAMS

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.

15.

SHAREHOLDER PROPOSAL REQUESTING AN AMENDMENT TO OUR BYLAWS TO REQUIRE SHAREHOLDER APPROVAL FOR CERTAIN FUTURE AMENDMENTS

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal will ensure shareholders can vote on any proposal that would impose inequitable restrictions. As such, we recommend a vote FOR this Proposal.

16.

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.

17.

SHAREHOLDER PROPOSAL REQUESTING A NEW POLICY REGARDING OUR EXECUTIVE COMPENSATION PROCESS

Shareholder

For

Against

Against

For

Comments: We believe that disclosure of pay grades 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, we recommend a vote FOR this Proposal.

18.

SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON ANIMAL WELFARE STANDARDS

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.

19.

SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL BOARD COMMITTEE

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.

20.

SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVE DIRECTOR CANDIDATE POLICY

Shareholder

Against

Against

For

For

Comments: We believe that the Company's current director nominating and evaluation process already allows the best and most qualified candidates to be elected to the Board of Directors. 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.

21.

SHAREHOLDER PROPOSAL REQUESTING A REPORT ON WAREHOUSE WORKING CONDITIONS

Shareholder

For

Against

Against

For

Comments: Investors favor policies and practices that protect and enhance the value of their investments. There is increasing recognition that company risks related to human rights violations, such as litigation, reputational damage, and production disruptions, can adversely affect shareholder value. To manage such risks effectively, companies must assess the risks posed by human rights practices in their operations and supply chain, as well as by the use of their products. As such, we recommend a vote FOR this Proposal.

22.

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.

23.

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

83

0

21-May-2023

21-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

8,000

0

21-May-2023

21-May-2023

NXP SEMICONDUCTORS N.V.

Security

N6596X109

Meeting Type

Annual

Ticker Symbol

NXPI

Meeting Date

24-May-2023

ISIN

NL0009538784

Agenda

935858475 - Management

Record Date

26-Apr-2023

Holding Recon Date

26-Apr-2023

City /

Country

/

Netherlands

Vote Deadline

23-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

Adoption of the 2022 Statutory Annual Accounts

Management

For

For

For

For

2.

Discharge the members of the Company's Board of Directors (the "Board") for their responsibilities in the financial year ended December 31, 2022

Management

For

For

For

For

3a.

Re-appoint Kurt Sievers as executive director

Management

For

For

For

For

3b.

Re-appoint Annette Clayton as non- executive director

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of 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.

3c.

Re-appoint Anthony Foxx as non-executive director

Management

For

For

For

For

3d.

Re-appoint Chunyuan Gu as non-executive director

Management

For

For

For

For

3e.

Re-appoint Lena Olving as non-executive director

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of 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.

3f.

Re-appoint Julie Southern as non-executive director

Management

For

For

For

For

3g.

Re-appoint Jasmin Staiblin as non- executive director

Management

For

For

For

For

3h.

Re-appoint Gregory Summe as non- executive director

Management

For

For

For

For

3i.

Re-appoint Karl-Henrik Sundström as non- executive director

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of 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.

3j.

Appoint Moshe Gavrielov as non-executive director

Management

For

For

For

For

4.

Authorization of the Board to issue ordinary shares of the Company ("ordinary shares") and grant rights to acquire ordinary shares

Management

For

For

For

For

5.

Authorization of the Board to restrict or exclude preemption 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

Against

For

Against

For

Comments: 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 Resolution.

7.

Authorization of the Board to cancel ordinary shares held or to be acquired by the Company

Management

For

For

For

For

8.

Re-appointment of Ernst & Young Accountants LLP as our independent auditors for the fiscal year ending December 31, 2023

Management

For

For

For

For

9.

Non-binding, 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 Resolution.

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

168

0

21-May-2023

21-May-2023

CHIPOTLE MEXICAN GRILL, INC.

Security

169656105

Meeting Type

Annual

Ticker Symbol

CMG

Meeting Date

25-May-2023

ISIN

US1696561059

Agenda

935815603 - Management

Record Date

28-Mar-2023

Holding Recon Date

28-Mar-2023

City /

Country

/

United States

Vote Deadline

24-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director: Albert Baldocchi

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: Matthew Carey

Management

For

For

For

For

1.3

Election of Director: Gregg Engles

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.

1.4

Election of Director: Patricia Fili-Krushel

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: Mauricio Gutierrez

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: Robin Hickenlooper

Management

For

For

For

For

1.7

Election of Director: Scott Maw

Management

For

For

For

For

1.8

Election of Director: Brian Niccol

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 boardroom, 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: Mary Winston

Management

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

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.

An advisory vote on the frequency of future say on pay votes.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 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.

Shareholder Proposal - Request to limit certain bylaw amendments.

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal will ensure shareholders can vote on any proposal that would impose inequitable restrictions. As such, we recommend a vote FOR this Proposal.

6.

Shareholder Proposal - Request to adopt a non-interference policy.

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

71

0

23-May-2023

23-May-2023

THE MOSAIC COMPANY

Security

61945C103

Meeting Type

Annual

Ticker Symbol

MOS

Meeting Date

25-May-2023

ISIN

US61945C1036

Agenda

935817051 - Management

Record Date

28-Mar-2023

Holding Recon Date

28-Mar-2023

City /

Country

/

United States

Vote Deadline

24-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Gregory L. Ebel

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.

1c.

Election of Director: Timothy S. Gitzel

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 Director: Denise C. Johnson

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: Emery N. Koenig

Management

For

For

For

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: James ("Joc") C. O'Rourke

Management

For

For

For

For

1g.

Election of Director: David T. Seaton

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: Steven M. Seibert

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: João Roberto Gonçalves Teixeira

Management

For

For

For

For

1j.

Election of Director: Gretchen H. Watkins

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.

1k.

Election of Director: Kelvin R. Westbrook

Management

For

For

For

For

2.

Approval of The Mosaic Company 2023 Stock and 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.

Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 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.

4.

An advisory vote to approve the compensation of our named executive officers as disclosed in the Proxy Statement.

Management

For

For

For

For

5.

An advisory vote on the frequency of future stockholder advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

6.

A stockholder proposal to reduce the 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.

7.

A stockholder proposal to report on the Company's plans to 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. 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

563

0

23-May-2023

23-May-2023

MCDONALD'S CORPORATION

Security

580135101

Meeting Type

Annual

Ticker Symbol

MCD

Meeting Date

25-May-2023

ISIN

US5801351017

Agenda

935819788 - Management

Record Date

27-Mar-2023

Holding Recon Date

27-Mar-2023

City /

Country

/

United States

Vote Deadline

24-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to serve until the 2024 Annual Meeting: Anthony Capuano

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 until the 2024 Annual Meeting: Kareem 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 to serve until the 2024 Annual Meeting: Lloyd Dean

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 until the 2024 Annual Meeting: Catherine Engelbert

Management

For

For

For

For

1e.

Election of Director to serve until the 2024 Annual Meeting: Margaret Georgiadis

Management

For

For

For

For

1f.

Election of Director to serve until the 2024 Annual Meeting: Enrique Hernandez, Jr.

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.

1g.

Election of Director to serve until the 2024 Annual Meeting: Christopher Kempczinski

Management

For

For

For

For

1h.

Election of Director to serve until the 2024 Annual Meeting: Richard Lenny

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 2024 Annual Meeting: John Mulligan

Management

For

For

For

For

1j.

Election of Director to serve until the 2024 Annual Meeting: Jennifer Taubert

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 2024 Annual Meeting: Paul Walsh

Management

For

For

For

For

1l.

Election of Director to serve until the 2024 Annual Meeting: Amy Weaver

Management

For

For

For

For

1m.

Election of Director to serve until the 2024 Annual Meeting: Miles White

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 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.

Advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

Advisory vote to ratify the appointment of Ernst & Young LLP as independent auditor for 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.

Advisory Vote on Adoption of Antibiotics Policy (1 of 2).

Shareholder

Against

Against

For

For

Comments: We believe that approval of the proposal as requested by the proponent would not be a good use of company resources. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Advisory Vote on Adoption of Antibiotics Policy (2 of 2).

Shareholder

Against

Against

For

For

Comments: Given the Company's existing policy and efforts regarding antibiotic use, we believe that approval of the proposal as requested by the proponent would not be a good use of company resources. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

7.

Advisory Vote on Annual Report on "Communist China."

Shareholder

For

Against

Against

For

Comments: Investors favor policies and practices that protect and enhance the value of their investments. There is increasing recognition that company risks related to human rights violations, such as litigation, reputational damage, and production disruptions, can adversely affect shareholder value. To manage such risks effectively, companies must assess the risks posed by human rights practices in their operations and supply chain, as well as by the use of their products. As such, we recommend a vote FOR this Proposal.

8.

Advisory Vote on Civil Rights & Returns to Merit 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.

9.

Advisory Vote on 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.

10.

Advisory Vote on Annual Report on Global Political Influence.

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.

11.

Advisory Vote on Poultry Welfare Disclosure.

Shareholder

Against

Against

For

For

Comments: We believe that the preparation of an additional report to stockholders as requested by the proponent would not be a good use of company resources. 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

756

0

23-May-2023

23-May-2023

EQUINIX, INC.

Security

29444U700

Meeting Type

Annual

Ticker Symbol

EQIX

Meeting Date

25-May-2023

ISIN

US29444U7000

Agenda

935820490 - Management

Record Date

30-Mar-2023

Holding Recon Date

30-Mar-2023

City /

Country

/

United States

Vote Deadline

24-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Nanci Caldwell

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 the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Adaire Fox- Martin

Management

For

For

For

For

1c.

Election of Director to the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Ron Guerrier

Management

For

For

For

For

1d.

Election of Director to the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Gary Hromadko

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 the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Charles Meyers

Management

For

For

For

For

1f.

Election of Director to the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Thomas Olinger

Management

For

For

For

For

1g.

Election of Director to the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Christopher Paisley

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 the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Jeetu Patel

Management

For

For

For

For

1i.

Election of Director to the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Sandra Rivera

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 to the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Fidelma Russo

Management

For

For

For

For

1k.

Election of Director to the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Peter Van Camp

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 boardroom, 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.

Approval, by a non-binding advisory vote, 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.

3.

Approval, by a non-binding advisory vote, of the frequency with which our stockholders will vote on the compensation of our named executive officers

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 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.

A stockholder proposal related to 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.

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

84

0

22-May-2023

22-May-2023

SBA COMMUNICATIONS CORPORATION

Security

78410G104

Meeting Type

Annual

Ticker Symbol

SBAC

Meeting Date

25-May-2023

ISIN

US78410G1040

Agenda

935820515 - Management

Record Date

24-Mar-2023

Holding Recon Date

24-Mar-2023

City /

Country

/

United States

Vote Deadline

24-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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 2026 Annual Meeting: Steven E. Bernstein

Management

For

For

For

For

1.2

Election of Director For a three-year term expiring at the 2026 Annual Meeting: Laurie Bowen

Management

For

For

For

For

1.3

Election of Director For a three-year term expiring at the 2026 Annual Meeting: Amy E. Wilson

Management

For

For

For

For

2.

Ratification of the appointment of Ernst & Young LLP as SBA's independent registered public accounting firm for the 2023 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

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, on an advisory basis, of the frequency of future advisory votes on the compensation of SBA's named executive officers.

Management

1 Year

1 Year

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

256

0

23-May-2023

23-May-2023

LOWE'S COMPANIES, INC.

Security

548661107

Meeting Type

Annual

Ticker Symbol

LOW

Meeting Date

26-May-2023

ISIN

US5486611073

Agenda

935817190 - Management

Record Date

20-Mar-2023

Holding Recon Date

20-Mar-2023

City /

Country

/

United States

Vote Deadline

25-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Raul Alvarez

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

David H. Batchelder

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

Scott H. Baxter

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

Sandra B. Cochran

For

For

For

For

5

Laurie Z. Douglas

For

For

For

For

6

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.

7

Marvin R. Ellison

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.

8

Daniel J. Heinrich

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 C. Rogers

For

For

For

For

10

Bertram L. Scott

For

For

For

For

11

Colleen Taylor

For

For

For

For

12

Mary Beth West

For

For

For

For

2.

Advisory vote to approve the Company's named executive officer compensation in fiscal 2022.

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 future advisory votes to approve the Company's named executive officer compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of Deloitte & Touche LLP as the Company'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.

5.

Shareholder 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.

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

952

0

24-May-2023

24-May-2023

EXXON MOBIL CORPORATION

Security

30231G102

Meeting Type

Annual

Ticker Symbol

XOM

Meeting Date

31-May-2023

ISIN

US30231G1022

Agenda

935823977 - Management

Record Date

05-Apr-2023

Holding Recon Date

05-Apr-2023

City /

Country

/

United States

Vote Deadline

30-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Gregory J. Goff

Management

For

For

For

For

1e.

Election of Director: John D. Harris II

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: Lawrence W. Kellner

Management

For

For

For

For

1k.

Election of Director: Jeffrey W. Ubben

Management

For

For

For

For

1l.

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.

Frequency of Advisory Vote on Executive Compensation

Management

1 Year

1 Year

For

For

5.

Establish a New Board Committee on Decarbonization Risk

Shareholder

Against

Against

For

For

Comments: We believe that approval of the proposal would be of limited usefulness to shareholders and management and duplicative of past and ongoing Company and regulatory activities. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

6.

Reduce Executive Stock Holding Period

Shareholder

For

Against

Against

For

Comments: Given the foregoing, we believe that requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus the executives on the Company's long-term success. We recommend a vote FOR this Proposal.

7.

Additional Carbon Capture and Storage and Emissions Report

Shareholder

For

Against

Against

For

Comments: Although the Company describes its general commitment to corporate citizenship on its website, investors increasingly look for more detailed ESG performance metrics. Also, climate change is one of the most financially significant environmental issues currently facing investors. Tracking and reporting on ESG business practices makes a company more responsive to a global business environment. We believe that approval of this proposal is in the best interests of the Company and its shareholders. 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.

Additional Direct Methane Measurement

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.

Establish a Scope 3 Target and Reduce Hydrocarbon Sales

Shareholder

Against

Against

For

For

Comments: Reducing the production of hydrocarbon products by an oil company like Exxon could have potential negative implications for long-term shareholder profits. The decision to meet or not-meet certain social goals decided by society is best left to management because of the ever changing dynamics and politics of those goals. We believe that approval of the proposal is not in the best interests of the Company and its shareholders. We recommend a vote AGAINST this Proposal.

10.

Additional Report on Worst-case Spill and Response Plans

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.

GHG Reporting on Adjusted Basis

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.

12.

Report on Asset Retirement Obligations Under IEA NZE Scenario

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.

13.

Report on Plastics Under SCS Scenario

Shareholder

Against

Against

For

For

Comments: We believe that a report of the type requested by the proposal would be of limited usefulness to shareholders and management and duplicative of past and ongoing Company and regulatory activities. Given the limited value of such a report, its preparation would be an inefficient use of corporate resources and an unnecessary expense. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

14.

Litigation Disclosure Beyond Legal and Accounting Requirements

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.

15.

Tax Reporting Beyond Legal Requirements

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.

16.

Energy Transition Social Impact Report

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.

17.

Report on Commitment Against AMAP Work

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.

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

54

0

29-May-2023

29-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

4,000

0

29-May-2023

29-May-2023

CHEVRON CORPORATION

Security

166764100

Meeting Type

Annual

Ticker Symbol

CVX

Meeting Date

31-May-2023

ISIN

US1667641005

Agenda

935829284 - Management

Record Date

03-Apr-2023

Holding Recon Date

03-Apr-2023

City /

Country

/

United States

Vote Deadline

30-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: D. James Umpleby III

Management

For

For

For

For

1k.

Election of Director: Cynthia J. Warner

Management

For

For

For

For

1l.

Election of Director: Michael K. Wirth

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.

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.

Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation

Management

1 Year

1 Year

For

For

5.

Rescind the 2021 "Reduce Scope 3 Emissions" Stockholder Proposal

Shareholder

For

Against

Against

For

Comments: The decision to meet or not-meet certain social goals decided by society is best left to management because of the ever changing dynamics and politics of those goals. Moreover, we believe that only management has access to the internal data which would allow it to guess when as well as if it should exit or reduce the company's current line of business. As such, 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.

6.

Set a Medium-Term Scope 3 GHG Emissions Reduction Target

Shareholder

Against

Against

For

For

Comments: Reducing the production of hydrocarbon products by an oil company like Chevron could have potential negative implications for long-term shareholder profits. The decision to meet or not-meet certain social goals decided by society is best left to management because of the ever changing dynamics and politics of those goals. We believe that approval of the proposal is not in the best interests of the Company and its shareholders. We recommend a vote AGAINST this Proposal.

7.

Recalculate Emissions Baseline to Exclude Emissions from Material Divestitures

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.

Establish Board Committee on Decarbonization Risk

Shareholder

Against

Against

For

For

Comments: We believe that approval of the proposal would be of limited usefulness to shareholders and management and duplicative of past and ongoing Company and regulatory activities. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

9.

Report on Worker and Community Impact from Facility Closures and Energy Transitions

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.

Report on 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.

11.

Report on Tax Practices

Shareholder

Against

Against

For

For

Comments: We believe that a report of the type requested by the proposal would be of limited usefulness to shareholders and management and duplicative of past and ongoing Company and regulatory activities. Given the limited value of such a report, its preparation would be an inefficient use of corporate resources and an unnecessary expense. As such, in accordance with Egan-Jones' Proxy Guidelines, we recommend a vote AGAINST this Proposal.

12.

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.

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

290

0

30-May-2023

30-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,200

0

30-May-2023

30-May-2023

META PLATFORMS, INC.

Security

30303M102

Meeting Type

Annual

Ticker Symbol

META

Meeting Date

31-May-2023

ISIN

US30303M1027

Agenda

935830960 - Management

Record Date

06-Apr-2023

Holding Recon Date

06-Apr-2023

City /

Country

/

United States

Vote Deadline

30-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Peggy Alford

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

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. 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

Andrew W. Houston

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

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

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

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.

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, 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.

A shareholder proposal regarding government takedown requests.

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.

4.

A shareholder proposal regarding dual class capital structure.

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.

5.

A shareholder proposal regarding human rights impact assessment of targeted advertising.

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.

6.

A shareholder proposal regarding report on lobbying disclosures.

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 shareholder proposal regarding report on allegations of political entanglement and content management biases in India.

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.

A shareholder proposal regarding report on framework to assess company lobbying alignment with climate goals.

Shareholder

Against

Against

For

For

Comments: We 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.

A shareholder proposal regarding report on reproductive rights and data privacy.

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.

10.

A shareholder proposal regarding report on enforcement of Community Standards and user content.

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.

11.

A shareholder proposal regarding report on child safety impacts and actual harm reduction to children.

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 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 report on pay calibration to externalized costs.

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.

13.

A shareholder proposal regarding performance review of the audit & risk oversight committee.

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. 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

29-May-2023

29-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,980

0

29-May-2023

29-May-2023

WALMART INC.

Security

931142103

Meeting Type

Annual

Ticker Symbol

WMT

Meeting Date

31-May-2023

ISIN

US9311421039

Agenda

935833144 - Management

Record Date

06-Apr-2023

Holding Recon Date

06-Apr-2023

City /

Country

/

United States

Vote Deadline

30-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

For

For

For

For

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 on the Frequency of Future Say-On-Pay Votes.

Management

1 Year

1 Year

For

For

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.

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.

5.

Policy Regarding Worker Pay in Executive Compensation.

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.

Report on Human Rights 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' Guidelines, we recommend a vote FOR this Proposal.

7.

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.

8.

Racial and Gender Layoff Diversity 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 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.

Request to Require Shareholder Approval of Certain Future Bylaw Amendments.

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal will ensure shareholders can vote on any proposal that would impose inequitable restrictions. As such, we recommend a vote FOR this Proposal.

10.

Report on Reproductive Rights and Data Privacy.

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and potential legal risk 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.

11.

Communist China Risk 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. 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.

Workplace Safety & Violence Review.

Shareholder

For

Against

Against

For

Comments: Investors favor policies and practices that protect and enhance the value of their investments. There is increasing recognition that company risks related to violence, human rights violations, such as litigation, reputational damage, and production disruptions, can adversely affect shareholder value. To manage such risks effectively, companies must assess the risks posed by human rights practices in their operations and supply chain, as well as by the use of their products. As such, 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

1,532

0

27-May-2023

27-May-2023

SERVICENOW, INC.

Security

81762P102

Meeting Type

Annual

Ticker Symbol

NOW

Meeting Date

01-Jun-2023

ISIN

US81762P1021

Agenda

935821062 - Management

Record Date

04-Apr-2023

Holding Recon Date

04-Apr-2023

City /

Country

/

United States

Vote Deadline

31-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: 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: William R. McDermott

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. 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.

1h.

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. 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: Joseph "Larry" Quinlan

Management

For

For

For

For

1j.

Election of Director: Anita M. Sands

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 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.

To approve the Amended and Restated 2021 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.

5.

To elect Deborah Black as a director.

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

210

0

26-May-2023

26-May-2023

NETFLIX, INC.

Security

64110L106

Meeting Type

Annual

Ticker Symbol

NFLX

Meeting Date

01-Jun-2023

ISIN

US64110L1061

Agenda

935831126 - Management

Record Date

06-Apr-2023

Holding Recon Date

06-Apr-2023

City /

Country

/

United States

Vote Deadline

31-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director to hold office until the 2024 Annual Meeting of Stockholders: Mathias Döpfner

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 hold office until the 2024 Annual Meeting of Stockholders: Reed Hastings

Management

For

For

For

For

1c.

Election of Director to hold office until the 2024 Annual Meeting of Stockholders: Jay Hoag

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 to hold office until the 2024 Annual Meeting of Stockholders: Ted Sarandos

Management

For

For

For

For

2.

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.

3.

Advisory approval of 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.

Advisory vote on the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

5.

Stockholder proposal entitled, "Proposal 5 - Reform the Current Impossible Special Shareholder Meeting Requirements," if properly presented at the meeting.

Shareholder

Against

Against

For

For

Comments: We believe it is appropriate to enable holders of at least 10% of a company's common stock to have an 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 AGAINST this Proposal.

6.

Stockholder proposal entitled, "Netflix- Exclusive Board of Directors," if properly presented at the meeting.

Shareholder

Against

Against

For

For

Comments: We believe that the restriction being imposed by the proposal will limit the Company's ability to attract and retain the right mix of candidates to serve on the Board. 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.

Stockholder proposal requesting a report on the Company's 401(K) Plan, 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.

8.

Stockholder proposal entitled, "Policy on Freedom of Association," 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.

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

408

0

29-May-2023

29-May-2023

TRANE TECHNOLOGIES PLC

Security

G8994E103

Meeting Type

Annual

Ticker Symbol

TT

Meeting Date

01-Jun-2023

ISIN

IE00BK9ZQ967

Agenda

935831897 - Management

Record Date

06-Apr-2023

Holding Recon Date

06-Apr-2023

City /

Country

/

United States

Vote Deadline

31-May-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Kirk E. Arnold

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of 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: Ann C. Berzin

Management

For

For

For

For

1c.

Election of Director: April Miller Boise

Management

For

For

For

For

1d.

Election of Director: Gary D. Forsee

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. Member of the Compensation Committee and the Company earns a compensation score of Needs Attention 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.

1e.

Election of Director: Mark R. George

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of 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: John A. Hayes

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of 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: Linda P. Hudson

Management

Against

For

Against

For

Comments: Member of the Compensation Committee and the Company earns a compensation score of 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: Myles P. Lee

Management

For

For

For

For

1i.

Election of Director: David S. Regnery

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 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: Melissa N. Schaeffer

Management

For

For

For

For

1k.

Election of Director: John P. Surma

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.

2.

Advisory vote on the frequency of the advisory vote on the compensation of the Company's named executive officers.

Management

1 Year

1 Year

For

For

3.

Advisory approval of 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.

Approval of the appointment of independent auditors of the Company and authorization of the Audit 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 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.

Approval of the renewal of the Directors' existing authority to issue shares.

Management

For

For

For

For

6.

Approval of the renewal of the Directors' existing authority to issue shares for cash without first offering shares to existing shareholders. (Special Resolution)

Management

For

For

For

For

7.

Determination of the price range at which the Company can re-allot shares that it holds as treasury shares. (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

721

0

29-May-2023

29-May-2023

ALPHABET INC.

Security

02079K305

Meeting Type

Annual

Ticker Symbol

GOOGL

Meeting Date

02-Jun-2023

ISIN

US02079K3059

Agenda

935830946 - Management

Record Date

04-Apr-2023

Holding Recon Date

04-Apr-2023

City /

Country

/

United States

Vote Deadline

01-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: R. Martin "Marty" Chávez

Management

For

For

For

For

1g.

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. 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: Roger W. Ferguson Jr.

Management

For

For

For

For

1i.

Election of Director: Ann Mather

Management

For

For

For

For

1j.

Election of Director: K. Ram Shriram

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: Robin L. Washington

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 Ernst & Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 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.

Approval of amendment and restatement of Alphabet's Amended and Restated 2021 Stock Plan to increase the share reserve by 170,000,000 (post stock split) 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.

Advisory vote to approve compensation awarded to 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.

5.

Advisory vote on the frequency of advisory votes to approve compensation awarded to named executive officers

Management

1 Year

3 Years

Against

For

Comments: It is our opinion that an annual say-on-pay vote is the accepted standard for companies today and a requirement for good corporate governance. Furthermore, we believe that triennial advisory vote on executive compensation will hinder shareholders from providing the Company with direct input on their respective compensation philosophy, policies and practices as disclosed in the proxy statement. We do not concur with the current board's recommendation of a triennial ratification (non-binding vote) on this issue. We recommend a vote AGAINST the option of triennial (every three years) as the frequency with which shareholders will be provided an advisory vote on executive compensation.

6.

Stockholder proposal regarding a lobbying report

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.

Stockholder proposal regarding a 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.

8.

Stockholder proposal regarding a climate lobbying report

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.

Stockholder proposal regarding a report on reproductive rights and data privacy

Shareholder

Against

Against

For

For

Comments: We believe that the approval of this proposal would result in the Company incurring unnecessary costs and potential legal risk 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.

Stockholder proposal regarding a human rights assessment of data center siting

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.

11.

Stockholder proposal regarding a human rights assessment of targeted ad policies and practices

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.

12.

Stockholder proposal regarding algorithm disclosures

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.

13.

Stockholder proposal regarding a report on alignment of YouTube policies with legislation

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.

14.

Stockholder proposal regarding a content governance report

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.

Stockholder proposal regarding a performance review of the Audit and Compliance Committee

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.

16.

Stockholder proposal regarding bylaws amendment

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal will ensure shareholders can vote on any proposal that would impose inequitable restrictions. As such, we recommend a vote FOR this Proposal.

17.

Stockholder proposal regarding "executives to retain significant stock"

Shareholder

For

Against

Against

For

Comments: Given the foregoing, we believe that requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus the executives on the Company's long-term success. We recommend a vote FOR this Proposal.

18.

Stockholder proposal regarding equal shareholder voting

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.

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

683

0

31-May-2023

31-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

6,000

0

31-May-2023

31-May-2023

UNITEDHEALTH GROUP INCORPORATED

Security

91324P102

Meeting Type

Annual

Ticker Symbol

UNH

Meeting Date

05-Jun-2023

ISIN

US91324P1021

Agenda

935835237 - Management

Record Date

10-Apr-2023

Holding Recon Date

10-Apr-2023

City /

Country

/

United States

Vote Deadline

02-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Timothy Flynn

Management

For

For

For

For

1b.

Election of Director: Paul Garcia

Management

For

For

For

For

1c.

Election of Director: Kristen Gil

Management

For

For

For

For

1d.

Election of Director: Stephen 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.

1e.

Election of Director: Michele Hooper

Management

For

For

For

For

1f.

Election of Director: F. William McNabb III

Management

For

For

For

For

1g.

Election of Director: Valerie Montgomery Rice, M.D.

Management

For

For

For

For

1h.

Election of Director: John Noseworthy, M.D.

Management

For

For

For

For

1i.

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.

Advisory approval of the frequency of holding future say-on-pay votes.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 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.

If properly presented at the 2023 Annual Meeting of Shareholders, the shareholder proposal seeking a third-party 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.

6.

If properly presented at the 2023 Annual Meeting of Shareholders, the shareholder proposal requiring a 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.

7.

If properly presented at the 2023 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.

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

143

0

31-May-2023

31-May-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

1,000

0

31-May-2023

31-May-2023

FREEPORT-MCMORAN INC.

Security

35671D857

Meeting Type

Annual

Ticker Symbol

FCX

Meeting Date

06-Jun-2023

ISIN

US35671D8570

Agenda

935831493 - Management

Record Date

10-Apr-2023

Holding Recon Date

10-Apr-2023

City /

Country

/

United States

Vote Deadline

05-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: David P. Abney

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: 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

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: 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. 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: Kathleen L. Quirk

Management

For

For

For

For

1k.

Election of Director: John J. Stephens

Management

For

For

For

For

1l.

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

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, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 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

2,885

0

01-Jun-2023

01-Jun-2023

DAVITA INC.

Security

23918K108

Meeting Type

Annual

Ticker Symbol

DVA

Meeting Date

06-Jun-2023

ISIN

US23918K1088

Agenda

935837952 - Management

Record Date

14-Apr-2023

Holding Recon Date

14-Apr-2023

City /

Country

/

United States

Vote Deadline

05-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Pamela M. Arway

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. 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. 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: Charles G. Berg

Management

For

For

For

For

1c.

Election of Director: Barbara J. Desoer

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: Jason M. Hollar

Management

For

For

For

For

1e.

Election of Director: Gregory J. Moore, MD, PhD

Management

For

For

For

For

1f.

Election of Director: John M. Nehra

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: Javier J. Rodriguez

Management

For

For

For

For

1h.

Election of Director: Adam H. Schechter

Management

For

For

For

For

1i.

Election of Director: Phyllis R. Yale

Management

For

For

For

For

2.

To ratify the appointment of KPMG 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 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 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.

To 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.

4.

To approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation.

Management

1 Year

1 Year

For

For

5.

To approve an amendment and restatement of the Company's Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware 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

427

0

31-May-2023

31-May-2023

BOOKING HOLDINGS INC.

Security

09857L108

Meeting Type

Annual

Ticker Symbol

BKNG

Meeting Date

06-Jun-2023

ISIN

US09857L1089

Agenda

935842244 - Management

Record Date

11-Apr-2023

Holding Recon Date

11-Apr-2023

City /

Country

/

United States

Vote Deadline

05-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Glenn D. Fogel

For

For

For

For

2

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.

3

Wei Hopeman

For

For

For

For

4

Robert J. Mylod, Jr.

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. 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

Charles H. Noski

For

For

For

For

6

Larry Quinlan

For

For

For

For

7

Nicholas J. Read

For

For

For

For

8

Thomas E. Rothman

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

Sumit Singh

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

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 2022 executive compensation.

Management

Against

For

Against

For

Comments: After taking into account both the quantitative and qualitative measures outlined below, we believe that shareholders should 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 centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company's long- term success and the enhancement of shareholder value. 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, 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.

Advisory vote on the frequency of future non-binding advisory votes on the compensation paid by the Company to its named executive officers.

Management

1 Year

1 Year

For

For

5.

Stockholder proposal requesting a non- binding stockholder vote to ratify termination pay of executives.

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

38

0

31-May-2023

31-May-2023

THE TJX COMPANIES, INC.

Security

872540109

Meeting Type

Annual

Ticker Symbol

TJX

Meeting Date

06-Jun-2023

ISIN

US8725401090

Agenda

935847509 - Management

Record Date

13-Apr-2023

Holding Recon Date

13-Apr-2023

City /

Country

/

United States

Vote Deadline

05-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: José B. Alvarez

Management

For

For

For

For

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.

1c.

Election of Director: Rosemary T. Berkery

Management

For

For

For

For

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: Amy B. Lane

Management

For

For

For

For

1h.

Election of Director: Carol Meyrowitz

Management

For

For

For

For

1i.

Election of Director: Jackwyn L. Nemerov

Management

For

For

For

For

2.

Ratification of appointment of PricewaterhouseCoopers as TJX's independent registered public accounting firm for fiscal 2024.

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 TJX's executive compensation (the say-on-pay vote).

Management

For

For

For

For

4.

Advisory approval of the frequency of TJX's say-on-pay votes.

Management

1 Year

1 Year

For

For

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 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.

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 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 to adopt a paid sick leave policy for all Associates.

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

405

0

02-Jun-2023

02-Jun-2023

DEVON ENERGY CORPORATION

Security

25179M103

Meeting Type

Annual

Ticker Symbol

DVN

Meeting Date

07-Jun-2023

ISIN

US25179M1036

Agenda

935835352 - Management

Record Date

10-Apr-2023

Holding Recon Date

10-Apr-2023

City /

Country

/

United States

Vote Deadline

06-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

Barbara M. Baumann

For

For

For

For

2

John E. Bethancourt

For

For

For

For

3

Ann G. Fox

For

For

For

For

4

Gennifer F. Kelly

For

For

For

For

5

Kelt Kindick

For

For

For

For

6

John Krenicki Jr.

For

For

For

For

7

Karl F. Kurz

For

For

For

For

8

Michael N. Mears

For

For

For

For

9

Robert A. Mosbacher, Jr

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.

10

Richard E. Muncrief

For

For

For

For

11

Valerie M. Williams

For

For

For

For

2.

Ratify the selection of the Company's Independent Auditors for 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.

Advisory Vote to Approve Executive Compensation.

Management

For

For

For

For

4.

Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation.

Management

1 Year

1 Year

For

For

5.

Approve an Amendment to the Company's Bylaws to Designate the Exclusive Forum for the Adjudication of Certain Legal Matters.

Management

For

For

For

For

6.

Approve Amendments to the Certificate of Incorporation to Adopt Limitations on the Liability of Officers Similar to Those That Already Exist for Directors.

Management

For

For

For

For

7.

Stockholder Proposal to Reform the Near Impossible Special Shareholder Meeting Requirements.

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

528

0

02-Jun-2023

02-Jun-2023

COMCAST CORPORATION

Security

20030N101

Meeting Type

Annual

Ticker Symbol

CMCSA

Meeting Date

07-Jun-2023

ISIN

US20030N1019

Agenda

935845492 - Management

Record Date

03-Apr-2023

Holding Recon Date

03-Apr-2023

City /

Country

/

United States

Vote Deadline

06-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

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

Thomas J. Baltimore Jr.

For

For

For

For

3

Madeline S. Bell

For

For

For

For

4

Edward D. Breen

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.

5

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. 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.

6

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.

7

Maritza G. Montiel

For

For

For

For

8

Asuka Nakahara

For

For

For

For

9

David C. Novak

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.

10

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.

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.

3.

Approval of Comcast Corporation 2023 Omnibus 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.

Approval of Amended and Restated Comcast Corporation 2002 Employee Stock Purchase Plan.

Management

For

For

For

For

5.

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.

6.

Advisory vote on the frequency of the vote on executive compensation.

Management

1 Year

1 Year

For

For

7.

To perform independent 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.

8.

To report on climate risk in default retirement plan options.

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.

9.

To set different 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' Guidelines, we recommend a vote FOR this Proposal.

10.

To report on political contributions and company values alignment.

Shareholder

Against

Against

For

For

11.

To report on business in China.

Shareholder

For

Against

Against

For

Comments: Investors favor policies and practices that protect and enhance the value of their investments. There is increasing recognition that company risks related to human rights violations, such as litigation, reputational damage, and production disruptions, can adversely affect shareholder value. To manage such risks effectively, companies must assess the risks posed by human rights practices in their operations and supply chain, as well as by the use of their products. As such, 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

44

0

05-Jun-2023

05-Jun-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

4,780

0

05-Jun-2023

05-Jun-2023

BATH & BODY WORKS, INC.

Security

070830104

Meeting Type

Annual

Ticker Symbol

BBWI

Meeting Date

08-Jun-2023

ISIN

US0708301041

Agenda

935843474 - Management

Record Date

10-Apr-2023

Holding Recon Date

10-Apr-2023

City /

Country

/

United States

Vote Deadline

07-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Patricia S. Bellinger

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: Alessandro Bogliolo

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: Gina R. Boswell

Management

For

For

For

For

1d.

Election of Director: Lucy O. Brady

Management

For

For

For

For

1e.

Election of Director: Francis A. Hondal

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: Thomas J. Kuhn

Management

For

For

For

For

1g.

Election of Director: Danielle M. Lee

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: 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. 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: Sarah E. Nash

Management

For

For

For

For

1j.

Election of Director: Juan Rajlin

Management

For

For

For

For

1k.

Election of Director: Stephen D. Steinour

Management

For

For

For

For

1l.

Election of Director: J.K. Symancyk

Management

For

For

For

For

1m.

Election of Director: Steven E. Voskuil

Management

For

For

For

For

2.

Ratification of the appointment of our 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

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.

Advisory vote on the frequency of future advisory votes on named executive officer compensation.

Management

1 Year

1 Year

For

For

5.

Stockholder proposal regarding an independent board chairman, 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.

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

748

0

05-Jun-2023

05-Jun-2023

SALESFORCE, INC.

Security

79466L302

Meeting Type

Annual

Ticker Symbol

CRM

Meeting Date

08-Jun-2023

ISIN

US79466L3024

Agenda

935846127 - Management

Record Date

14-Apr-2023

Holding Recon Date

14-Apr-2023

City /

Country

/

United States

Vote Deadline

07-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: Laura Alber

Management

For

For

For

For

1c.

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. 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: Arnold Donald

Management

For

For

For

For

1e.

Election of Director: Parker Harris

Management

For

For

For

For

1f.

Election of Director: Neelie Kroes

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: Sachin Mehra

Management

For

For

For

For

1h.

Election of Director: Mason Morfit

Management

For

For

For

For

1i.

Election of Director: Oscar Munoz

Management

For

For

For

For

1j.

Election of Director: John V. Roos

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: Robin Washington

Management

For

For

For

For

1l.

Election of Director: Maynard Webb

Management

For

For

For

For

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.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024.

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.

An advisory vote to approve the fiscal 2023 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.

5.

An advisory vote on the frequency of holding future advisory votes to approve executive compensation.

Management

1 Year

1 Year

For

For

6.

A stockholder proposal requesting a policy to require the Chair of the Board be an independent member of the Board and not a former CEO of the Company, 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 policy to forbid all Company directors from sitting on any other boards, if properly presented at the meeting.

Shareholder

Against

Against

For

For

Comments: We believe that adoption of this proposal will put the Company at a competitive disadvantage in hiring the best talents suitable to serve as directors. Moreover, we believe that companies benefit from the public company experience the directors possess, and therefore, forbidding and not limiting Company directors from simultaneously sitting on the boards of directors of other companies is not in the best interests of the 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

841

0

07-Jun-2023

07-Jun-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

200

0

07-Jun-2023

07-Jun-2023

COSTAR GROUP, INC.

Security

22160N109

Meeting Type

Annual

Ticker Symbol

CSGP

Meeting Date

08-Jun-2023

ISIN

US22160N1090

Agenda

935848234 - Management

Record Date

11-Apr-2023

Holding Recon Date

11-Apr-2023

City /

Country

/

United States

Vote Deadline

07-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Michael R. Klein

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. 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 boardroom, 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: Andrew C. Florance

Management

For

For

For

For

1c.

Election of Director: Michael J. Glosserman

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: John W. Hill

Management

For

For

For

For

1e.

Election of Director: Laura Cox Kaplan

Management

For

For

For

For

1f.

Election of Director: Robert W. Musslewhite

Management

For

For

For

For

1g.

Election of Director: Christopher J. Nassetta

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: Louise S. Sams

Management

For

For

For

For

2.

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

Proposal to approve, on an advisory basis, 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.

4.

Advisory vote on the frequency of future advisory votes to approve executive compensation.

Management

1 Year

1 Year

For

For

5.

Stockholder proposal regarding greenhouse gas emissions targets, if properly presented.

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

1,332

0

06-Jun-2023

06-Jun-2023

DIGITAL REALTY TRUST, INC.

Security

253868103

Meeting Type

Annual

Ticker Symbol

DLR

Meeting Date

08-Jun-2023

ISIN

US2538681030

Agenda

935849743 - Management

Record Date

06-Apr-2023

Holding Recon Date

06-Apr-2023

City /

Country

/

United States

Vote Deadline

07-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Alexis Black Bjorlin

Management

For

For

For

For

1b.

Election of Director: VeraLinn Jamieson

Management

For

For

For

For

1c.

Election of Director: Kevin J. Kennedy

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: William G. LaPerch

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: Jean F.H.P. Mandeville

Management

For

For

For

For

1f.

Election of Director: Afshin Mohebbi

Management

For

For

For

For

1g.

Election of Director: Mark R. Patterson

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: Mary Hogan Preusse

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. 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. 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 boardroom, 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: Andrew P. Power

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, 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.

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

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, on a non-binding, advisory basis, the frequency of holding future advisory votes on the compensation of our named executive officers (every one, two or three years).

Management

1 Year

1 Year

For

For

5.

A stockholder proposal regarding reporting on concealment clauses.

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.

6.

A stockholder proposal regarding inclusion in the workplace.

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

551

0

07-Jun-2023

07-Jun-2023

REGENERON PHARMACEUTICALS, INC.

Security

75886F107

Meeting Type

Annual

Ticker Symbol

REGN

Meeting Date

09-Jun-2023

ISIN

US75886F1075

Agenda

935835338 - Management

Record Date

11-Apr-2023

Holding Recon Date

11-Apr-2023

City /

Country

/

United States

Vote Deadline

08-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Joseph L. Goldstein, 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.

1b.

Election of Director: Christine A. Poon

Management

For

For

For

For

1c.

Election of Director: Craig B. Thompson, M.D.

Management

For

For

For

For

1d.

Election of Director: Huda Y. Zoghbi, M.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, 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.

Proposal to approve, on an advisory basis, executive compensation.

Management

For

For

For

For

4.

Proposal to approve, on an advisory basis, the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

5.

Non-binding shareholder proposal, if properly presented, requesting report on a process by which access to medicine is considered in matters related to protecting intellectual property.

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'  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

100

0

07-Jun-2023

07-Jun-2023

ROPER TECHNOLOGIES, INC.

Security

776696106

Meeting Type

Annual

Ticker Symbol

ROP

Meeting Date

13-Jun-2023

ISIN

US7766961061

Agenda

935847989 - Management

Record Date

19-Apr-2023

Holding Recon Date

19-Apr-2023

City /

Country

/

United States

Vote Deadline

12-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Director for a one-year term: Shellye L. Archambeau

Management

For

For

For

For

1.2

Election of Director for a one-year term: Amy Woods Brinkley

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.

1.3

Election of Director for a one-year term: Irene M. Esteves

Management

For

For

For

For

1.4

Election of Director for a one-year term: L. Neil Hunn

Management

For

For

For

For

1.5

Election of Director for a one-year term: Robert D. 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. 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 one-year term: Thomas P. Joyce, 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.

1.7

Election of Director for a one-year term: Laura G. Thatcher

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.

1.8

Election of Director for a one-year term: Richard F. Wallman

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.

1.9

Election of Director for a one-year term: Christopher Wright

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.

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.

To select, on an advisory basis, the frequency of the shareholder vote on the compensation of our named executive officers.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 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.

Approve an amendment to and restatement of our Restated Certificate of Incorporation to permit the exculpation of 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

75

0

08-Jun-2023

08-Jun-2023

ETSY, INC.

Security

29786A106

Meeting Type

Annual

Ticker Symbol

ETSY

Meeting Date

14-Jun-2023

ISIN

US29786A1060

Agenda

935847282 - Management

Record Date

17-Apr-2023

Holding Recon Date

17-Apr-2023

City /

Country

/

United States

Vote Deadline

13-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Class II Director to serve until our 2026 Annual Meeting: M. Michele Burns

Management

For

For

For

For

1b.

Election of Class II Director to serve until our 2026 Annual Meeting: Josh Silverman

Management

For

For

For

For

1c.

Election of Class II Director to serve until our 2026 Annual Meeting: Fred Wilson

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. 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 boardroom, 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 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 to approve the frequency of future advisory votes to approve named executive officer compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 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.

Stockholder Proposal - Advisory vote requesting a report on the effectiveness of our efforts to prevent harassment and discrimination, if properly presented.

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' 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

335

0

11-Jun-2023

11-Jun-2023

CATERPILLAR INC.

Security

149123101

Meeting Type

Annual

Ticker Symbol

CAT

Meeting Date

14-Jun-2023

ISIN

US1491231015

Agenda

935854794 - Management

Record Date

17-Apr-2023

Holding Recon Date

17-Apr-2023

City /

Country

/

United States

Vote Deadline

13-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

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. 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: James C. Fish, Jr.

Management

For

For

For

For

1e.

Election of Director: Gerald Johnson

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: David W. MacLennan

Management

For

For

For

For

1g.

Election of Director: Judith F. Marks

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.

1h.

Election of Director: Debra L. Reed-Klages

Management

For

For

For

For

1i.

Election of Director: Susan C. Schwab

Management

For

For

For

For

1j.

Election of Director: D. James Umpleby III

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.

1k.

Election of Director: Rayford Wilkins, Jr.

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 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 Executive Compensation.

Management

For

For

For

For

4.

Advisory Vote on the Frequency of Executive Compensation Votes.

Management

1 Year

1 Year

For

For

5.

Approval of Caterpillar Inc. 2023 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.

6.

Shareholder Proposal - Report on Corporate Climate Lobbying in Line with Paris Agreement.

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.

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 - Report on Activities in Conflict-Affected Areas.

Shareholder

For

Against

Against

For

Comments: Investors favor policies and practices that protect and enhance the value of their investments. There is increasing recognition that company risks related to human rights violations, such as litigation, reputational damage, and production disruptions, can adversely affect shareholder value. To manage such risks effectively, companies must assess the risks posed by human rights practices in their operations and supply chain, as well as by the use of their products. As such, we recommend a vote FOR this Proposal.

9.

Shareholder Proposal - Civil Rights, Non- Discrimination and Returns to Merit 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

825

0

12-Jun-2023

12-Jun-2023

GENERAC HOLDINGS INC.

Security

368736104

Meeting Type

Annual

Ticker Symbol

GNRC

Meeting Date

15-Jun-2023

ISIN

US3687361044

Agenda

935846418 - Management

Record Date

17-Apr-2023

Holding Recon Date

17-Apr-2023

City /

Country

/

United States

Vote Deadline

14-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.1

Election of Class II Director: Marcia J. Avedon

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 Class II Director: Bennett J. Morgan

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.

1.3

Election of Class II Director: Dominick P. Zarcone

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.

Proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ended December 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.

Advisory vote on the non-binding "say-on- pay" resolution to approve the compensation of our 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.

Advisory vote on the non-binding resolution regarding the frequency of our advisory votes on executive compensation.

Management

1 Year

1 Year

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

513

0

13-Jun-2023

13-Jun-2023

T-MOBILE US, INC.

Security

872590104

Meeting Type

Annual

Ticker Symbol

TMUS

Meeting Date

16-Jun-2023

ISIN

US8725901040

Agenda

935842206 - Management

Record Date

17-Apr-2023

Holding Recon Date

17-Apr-2023

City /

Country

/

United States

Vote Deadline

15-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1.

DIRECTOR

Management

1

André Almeida

For

For

For

For

2

Marcelo Claure

Withheld

For

Against

For

Comments: F27         Inside director - Employee of the Beneficial Owner of 50% of the Company stock - Member of a Key Board Committee According to Egan-Jones' Proxy Guidelines companies should establish complete key Board committees namely Audit, Compensation and Nominating committees comprised solely of Independent outside directors for sound corporate governance practice.

3

Srikant M. Datar

For

For

For

For

4

Srinivasan Gopalan

For

For

For

For

5

Timotheus Höttges

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.

6

Christian P. Illek

Withheld

For

Against

For

Comments: F27         Inside director - Employee of the Beneficial Owner of 50% of the Company stock - Member of a Key Board Committee According to Egan-Jones' Proxy Guidelines companies should establish complete key Board committees namely Audit, Compensation and Nominating committees comprised solely of Independent outside directors for sound corporate governance practice.

7

Raphael Kübler

Withheld

For

Against

For

Comments: F27         Inside director - Employee of the Beneficial Owner of 50% of the Company stock - Member of a Key Board Committee According to Egan-Jones' Proxy Guidelines companies should establish complete key Board committees namely Audit, Compensation and Nominating committees comprised solely of Independent outside directors for sound corporate governance practice.

8

Thorsten Langheim

For

For

For

For

9

Dominique Leroy

Withheld

For

Against

For

Comments: F27         Inside director - Employee of the Beneficial Owner of 50% of the Company stock - Member of a Key Board Committee According to Egan-Jones' Proxy Guidelines companies should establish complete key Board committees namely Audit, Compensation and Nominating committees comprised solely of Independent outside directors for sound corporate governance practice.

10

Letitia A. Long

For

For

For

For

11

G. Michael Sievert

For

For

For

For

12

Teresa A. Taylor

For

For

For

For

13

Kelvin R. Westbrook

For

For

For

For

2.

Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2023.

Management

For

For

For

For

3.

Advisory Vote to Approve the Compensation Provided to the Company's Named Executive Officers for 2022.

Management

For

For

For

For

4.

Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation Provided to the Company's Named Executive Officers.

Management

1 Year

3 Years

Against

For

Comments: It is our opinion that an annual say-on-pay vote is the accepted standard for companies today and a requirement for good corporate governance. Furthermore, we believe that triennial advisory vote on executive compensation will hinder shareholders from providing the Company with direct input on their respective compensation philosophy, policies and practices as disclosed in the proxy statement. We do not concur with the current board's recommendation of a triennial ratification (non-binding vote) on this issue. We recommend a vote AGAINST the option of triennial (every three years) as the frequency with which shareholders will be provided an advisory vote on executive compensation.

5.

Approval of T-Mobile US, Inc. 2023 Incentive Award Plan.

Management

For

For

For

For

6.

Approval of T-Mobile US, Inc. Amended and Restated 2014 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

403

0

14-Jun-2023

14-Jun-2023

AON PLC

Security

G0403H108

Meeting Type

Annual

Ticker Symbol

AON

Meeting Date

16-Jun-2023

ISIN

IE00BLP1HW54

Agenda

935852726 - Management

Record Date

14-Apr-2023

Holding Recon Date

14-Apr-2023

City /

Country

/

United States

Vote Deadline

15-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: Gregory C. Case

Management

For

For

For

For

1c.

Election of Director: Jin-Yong Cai

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: Jeffrey C. Campbell

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: 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

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: Adriana Karaboutis

Management

For

For

For

For

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. 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: Gloria Santona

Management

For

For

For

For

1j.

Election of Director: Sarah E. Smith

Management

For

For

For

For

1k.

Election of Director: Byron O. Spruell

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: Carolyn Y. Woo

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 to approve 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.

Advisory vote on the frequency of holding an advisory vote on executive compensation.

Management

1 Year

1 Year

For

For

4.

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

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. 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.

6.

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. 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.

7.

Approve the Aon plc 2011 Incentive Plan, as amended and restated.

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

510

0

13-Jun-2023

13-Jun-2023

ACTIVISION BLIZZARD, INC.

Security

00507V109

Meeting Type

Annual

Ticker Symbol

ATVI

Meeting Date

21-Jun-2023

ISIN

US00507V1098

Agenda

935851762 - Management

Record Date

25-Apr-2023

Holding Recon Date

25-Apr-2023

City /

Country

/

United States

Vote Deadline

20-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Reveta Bowers

Management

For

For

For

For

1b.

Election of Director: Kerry Carr

Management

For

For

For

For

1c.

Election of Director: Robert Corti

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: Brian Kelly

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.

1e.

Election of Director: Robert Kotick

Management

For

For

For

For

1f.

Election of Director: Barry Meyer

Management

For

For

For

For

1g.

Election of Director: Robert Morgado

Management

For

For

For

For

1h.

Election of Director: Peter Nolan

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: Dawn Ostroff

Management

For

For

For

For

2.

Advisory vote to approve our executive compensation.

Management

For

For

For

For

3.

Advisory vote on frequency of future advisory votes to approve our executive compensation.

Management

1 Year

1 Year

For

For

4.

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.

5.

Shareholder 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.

6.

Shareholder proposal regarding adoption of a freedom of association and collective bargaining policy.

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- Guidelines, we recommend a vote FOR this Proposal.

7.

Withdrawn by proponent

Shareholder

For

Against

Against

For

Comments: Investors favor policies and practices that protect and enhance the value of their investments. There is increasing recognition that company risks related to discrimination and human rights violations, such as litigation, reputational damage, and production disruptions, can adversely affect shareholder value. To manage such risks effectively, companies must assess the risks posed by human rights practices in their operations and supply chain, as well as by the use of their products. As such, 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

1,115

0

19-Jun-2023

19-Jun-2023

AUTODESK, INC.

Security

052769106

Meeting Type

Annual

Ticker Symbol

ADSK

Meeting Date

21-Jun-2023

ISIN

US0527691069

Agenda

935863351 - Management

Record Date

24-Apr-2023

Holding Recon Date

24-Apr-2023

City /

Country

/

United States

Vote Deadline

20-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

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: 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: Dr. Ayanna Howard

Management

For

For

For

For

1e.

Election of Director: Blake Irving

Management

For

For

For

For

1f.

Election of Director: Mary T. McDowell

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: 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: Rami Rahim

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: Stacy J. Smith

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.

2.

Ratify the appointment of Ernst & Young LLP as Autodesk, Inc.'s independent registered public accounting firm for the fiscal year ending January 31, 2024.

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 (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, on an advisory (non-binding) basis, the frequency with which stockholders are provided an advisory (non- binding) vote on the compensation of Autodesk, Inc.'s named executive officers.

Management

1 Year

1 Year

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

355

0

15-Jun-2023

15-Jun-2023

NVIDIA CORPORATION

Security

67066G104

Meeting Type

Annual

Ticker Symbol

NVDA

Meeting Date

22-Jun-2023

ISIN

US67066G1040

Agenda

935863224 - Management

Record Date

24-Apr-2023

Holding Recon Date

24-Apr-2023

City /

Country

/

United States

Vote Deadline

21-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

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. 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: 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. 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 O. Dabiri

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: 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: 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: 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. 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: 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

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 approval of the frequency of holding an advisory vote on our executive compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024.

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

73

0

19-Jun-2023

19-Jun-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

2,280

0

19-Jun-2023

19-Jun-2023

THE KROGER CO.

Security

501044101

Meeting Type

Annual

Ticker Symbol

KR

Meeting Date

22-Jun-2023

ISIN

US5010441013

Agenda

935864579 - Management

Record Date

24-Apr-2023

Holding Recon Date

24-Apr-2023

City /

Country

/

United States

Vote Deadline

21-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director: Nora A. Aufreiter

Management

For

For

For

For

1b.

Election of Director: Kevin M. Brown

Management

For

For

For

For

1c.

Election of Director: Elaine L. Chao

Management

For

For

For

For

1d.

Election of Director: Anne Gates

Management

For

For

For

For

1e.

Election of Director: Karen M. Hoguet

Management

For

For

For

For

1f.

Election of Director: W. Rodney McMullen

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.

1g.

Election of Director: Clyde R. 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.

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: Ronald L. Sargent

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: J. Amanda Sourry Knox

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 S. 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 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: Ashok Vemuri

Management

For

For

For

For

2.

Approval, on an advisory basis, of Kroger'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.

Advisory Vote on Frequency of Future Votes on Executive Compensation.

Management

1 Year

1 Year

For

For

4.

Ratification of PricewaterhouseCoopers 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.

5.

Report on Public Health Costs from Sale of Tobacco Products.

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.

Listing of Charitable Contributions of $10,000 or More.

Shareholder

Against

Against

For

For

Comments: We believe that approval of the requested report is unnecessary and overly burdensome on the Company and would significantly increase administrative costs and divert Company resources from the more relevant and meaningful corporate social responsibility priorities. 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.

Report on Recyclability of Packaging.

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.

Report on Racial and Gender Pay Gaps.

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.

9.

Report on EEO Policy Risks.

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.

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

1,853

0

20-Jun-2023

20-Jun-2023

CARMAX, INC.

Security

143130102

Meeting Type

Annual

Ticker Symbol

KMX

Meeting Date

27-Jun-2023

ISIN

US1431301027

Agenda

935847535 - Management

Record Date

21-Apr-2023

Holding Recon Date

21-Apr-2023

City /

Country

/

United States

Vote Deadline

26-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

Election of Director for a one year term expiring at the 2024 Annual Shareholders Meeting: Peter J. Bensen

Management

For

For

For

For

1b.

Election of Director for a one year term expiring at the 2024 Annual Shareholders Meeting: Ronald E. Blaylock

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 for a one year term expiring at the 2024 Annual Shareholders Meeting: Sona Chawla

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 for a one year term expiring at the 2024 Annual Shareholders Meeting: Thomas J. Folliard

Management

For

For

For

For

1e.

Election of Director for a one year term expiring at the 2024 Annual Shareholders Meeting: Shira Goodman

Management

For

For

For

For

1f.

Election of Director for a one year term expiring at the 2024 Annual Shareholders Meeting: David W. McCreight

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 for a one year term expiring at the 2024 Annual Shareholders Meeting: William D. Nash

Management

For

For

For

For

1h.

Election of Director for a one year term expiring at the 2024 Annual Shareholders Meeting: Mark F. O'Neil

Management

For

For

For

For

1i.

Election of Director for a one year term expiring at the 2024 Annual Shareholders Meeting: Pietro Satriano

Management

For

For

For

For

1j.

Election of Director for a one year term expiring at the 2024 Annual Shareholders Meeting: Marcella Shinder

Management

For

For

For

For

1k.

Election of Director for a one year term expiring at the 2024 Annual Shareholders Meeting: Mitchell D. Steenrod

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 appointment 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 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, in an advisory (non-binding) vote, 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.

To determine, in an advisory (non-binding) vote, whether a shareholder vote to approve the compensation of our named executive officers should occur every one, two, or three years.

Management

1 Year

1 Year

For

For

5.

To approve the Carmax, Inc. 2002 Stock Incentive Plan, as amended and restated.

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

460

0

21-Jun-2023

21-Jun-2023

MASTERCARD INCORPORATED

Security

57636Q104

Meeting Type

Annual

Ticker Symbol

MA

Meeting Date

27-Jun-2023

ISIN

US57636Q1040

Agenda

935858437 - Management

Record Date

28-Apr-2023

Holding Recon Date

28-Apr-2023

City /

Country

/

United States

Vote Deadline

26-Jun-2023 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

For/Against Preferred Provider Recommendation

1a.

ELECTION OF DIRECTOR: Merit E. Janow

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: 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

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: 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: Harit Talwar

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: 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.

Advisory approval of the frequency of future advisory votes on executive compensation.

Management

1 Year

1 Year

For

For

4.

Approval of Mastercard Incorporated Employee Stock Purchase Plan.

Management

For

For

For

For

5.

Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 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.

6.

Consideration of a stockholder proposal requesting a report on ensuring respect for civil liberties.

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.

Consideration of a stockholder proposal requesting a report on Mastercard's stance on new Merchant Category Code.

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.

Consideration of a stockholder proposal requesting 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.

9.

Consideration of a stockholder proposal requesting stockholders approve advance notice bylaw amendments.

Shareholder

For

Against

Against

For

Comments: We believe that approval of this proposal will ensure shareholders can vote on any proposal that would impose inequitable restrictions. As such, we recommend a vote FOR this Proposal.

10.

Consideration of a stockholder proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts.

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

2

0

26-Jun-2023

26-Jun-2023

19-9867MS

SC ZIEGLER FAMCO FUND AND MS

ZFHE

U.S. BANK

800

0

26-Jun-2023

26-Jun-2023

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:    8/28/2023