FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF

ADVISORS' INNER CIRCLE FUNDS II

Investment Company Act File Number: 811- 07102

REGISTRANT
The Advisors' Inner Circle Fund II
C/O SEI Investment Management
One Freedom Valley Drive
Oaks, PA 19456
(610) 676-1000

AGENT FOR SERVICE
Michael Beattie
President
The Advisors' Inner Circle Funds
C/O SEI Investment Management
One Freedom Valley Drive
Oaks, PA 19456

FUND                            FISCAL YEAR END         REPORTING PERIOD
Clear River Fund                   July 31         July 1, 2012 - June 30, 2013


1


                        CLEAR RIVER(SM) FUND
PROPOSAL                                                PROPOSED BY MGT. POSITION REGISTRANT VOTED
3M COMPANY
CUSIP: 88579Y101 TICKER: MMM
Meeting Date: 14-May-13 Meeting Type: Annual
1a  Elect Director Linda G. Alvarado                    Management  For           Voted - For
1b  Elect Director Vance D. Coffman                     Management  For           Voted - For
1c  Elect Director Michael L. Eskew                     Management  For           Voted - For
1d  Elect Director W. James Farrell                     Management  For           Voted - For
1e  Elect Director Herbert L. Henkel                    Management  For           Voted - For
1f  Elect Director Muhtar Kent                          Management  For           Voted - For
1g  Elect Director Edward M. Liddy                      Management  For           Voted - For
1h  Elect Director Robert S. Morrison                   Management  For           Voted - For
1i  Elect Director Aulana L. Peters                     Management  For           Voted - For
1j  Elect Director Inge G. Thulin                       Management  For           Voted - For
1k  Elect Director Robert J. Ulrich                     Management  For           Voted - For
2   Ratify Auditors                                     Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                        Management  For           Voted - For
4   Provide Right to Act by Written Consent             Shareholder Against       Voted - For
5   Study Feasibility of Prohibiting Political
    Contributions                                       Shareholder Against       Voted - Against
ABB LTD.
CUSIP: 000375204 TICKER: ABB
Meeting Date: 25-Apr-13 Meeting Type: Annual
1   Receive Financial Statements and Statutory Reports
    (Non-Voting)                                        Management                Non-Voting
2.1 Accept Financial Statements and Statutory Reports   Management  For           Voted - For
2.2 Approve Remuneration Report                         Management  For           Voted - For
3   Approve Discharge of Board and Senior Management    Management  For           Voted - For
4   Approve Allocation of Income and Dividends of CHF
    0.68 per Share                                      Management  For           Voted - For
5   Approve Creation of CHF 206 Million Pool of Capital
    without Preemptive Rights                           Management  For           Voted - For
6.1 Reelect Roger Agnelli as Director                   Management  For           Voted - For
6.2 Reelect Louis Hughes as Director                    Management  For           Voted - For
6.3 Reelect Hans Maerki as Director                     Management  For           Voted - For
6.4 Reelect Michel de Rosen as Director                 Management  For           Voted - For
6.5 Reelect Michael Treschow as Director                Management  For           Voted - For
6.6 Reelect Jacob Wallenberg as Director                Management  For           Voted - For
6.7 Reelect Ying Yeh as Director                        Management  For           Voted - For
6.8 Reelect Hubertus von Gruenberg as Director          Management  For           Voted - For
7   Ratify Ernst & Young AG as Auditors                 Management  For           Voted - For


2

                        CLEAR RIVER(SM) FUND
PROPOSAL                                                  PROPOSED BY MGT. POSITION REGISTRANT VOTED
ABBOTT LABORATORIES
CUSIP: 002824100 TICKER: ABT
Meeting Date: 26-Apr-13 Meeting Type: Annual
1.1  Elect Director Robert J. Alpern                      Management  For           Voted - For
1.2  Elect Director Roxanne S. Austin                     Management  For           Voted - For
1.3  Elect Director Sally E. Blount                       Management  For           Voted - For
1.4  Elect Director W. James Farrell                      Management  For           Voted - For
1.5  Elect Director Edward M. Liddy                       Management  For           Voted - For
1.6  Elect Director Nancy McKinstry                       Management  For           Voted - For
1.7  Elect Director Phebe N. Novakovic                    Management  For           Voted - For
1.8  Elect Director William A. Osborn                     Management  For           Voted - For
1.9  Elect Director Samuel C. Scott, III                  Management  For           Voted - For
1.10 Elect Director Glenn F. Tilton                       Management  For           Voted - For
1.11 Elect Director Miles D. White                        Management  For           Voted - For
2    Ratify Auditors                                      Management  For           Voted - For
3    Advisory Vote to Ratify Named Executive Officers'
     Compensation                                         Management  For           Voted - For
4    Label and Eliminate GMO Ingredients in Products      Shareholder Against       Voted - Against
5    Report on Lobbying Payments and Policy               Shareholder Against       Voted - For
6    Require Independent Board Chairman                   Shareholder Against       Voted - Against
7    Stock Retention/Holding Period                       Shareholder Against       Voted - For
8    Cease Compliance Adjustments to Performance Criteria Shareholder Against       Voted - For
9    Pro-rata Vesting of Equity Awards                    Shareholder Against       Voted - For
ACCENTURE PLC
CUSIP: G1151C101 TICKER: ACN
Meeting Date: 06-Feb-13 Meeting Type: Annual
1    Accept Financial Statements and Statutory Reports    Management  For           Voted - For
2.1  Elect Director William L. Kimsey                     Management  For           Voted - For
2.2  Elect Director Robert I. Lipp                        Management  For           Voted - For
2.3  Elect Director Pierre Nanterme                       Management  For           Voted - For
2.4  Elect Director Gilles C. Pelisson                    Management  For           Voted - For
2.5  Elect Director Wulf von Schimmelmann                 Management  For           Voted - For
3    Approve Auditors and Authorize Board to Fix Their
     Remuneration                                         Management  For           Voted - For
4    Advisory Vote to Ratify Named Executive Officers'
     Compensation                                         Management  For           Voted - For
5    Amend 2010 Share Incentive Plan                      Management  For           Voted - Against
6    Authorize the Holding of the 2014 AGM at a Location
     Outside Ireland                                      Management  For           Voted - For
7    Authorize Open-Market Purchases of Class A Ordinary
     Shares                                               Management  For           Voted - For


3

                        CLEAR RIVER(SM) FUND
PROPOSAL                                              PROPOSED BY MGT. POSITION REGISTRANT VOTED
8   Determine the Price Range at which Accenture Plc
    can Re-issue Shares that it Acquires as Treasury
    Stock                                             Management  For           Voted - For
9   Report on Lobbying Payments and Policy            Shareholder Against       Voted - For
AFLAC INCORPORATED
CUSIP: 001055102 TICKER: AFL
Meeting Date: 06-May-13 Meeting Type: Annual
1a  Elect Director Daniel P. Amos                     Management  For           Voted - For
1b  Elect Director John Shelby Amos, II               Management  For           Voted - For
1c  Elect Director Paul S. Amos, II                   Management  For           Voted - For
1d  Elect Director W. Paul Bowers                     Management  For           Voted - For
1e  Elect Director Kriss Cloninger, III               Management  For           Voted - For
1f  Elect Director Elizabeth J. Hudson                Management  For           Voted - For
1g  Elect Director Douglas W. Johnson                 Management  For           Voted - For
1h  Elect Director Robert B. Johnson                  Management  For           Voted - For
1i  Elect Director Charles B. Knapp                   Management  For           Voted - For
1j  Elect Director E. Stephen Purdom                  Management  For           Voted - For
1k  Elect Director Barbara K. Rimer                   Management  For           Voted - For
1l  Elect Director Melvin T. Stith                    Management  For           Voted - For
1m  Elect Director David Gary Thompson                Management  For           Voted - For
1n  Elect Director Takuro Yoshida                     Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Ratify Auditors                                   Management  For           Voted - For
ALLISON TRANSMISSION HOLDINGS, INC.
CUSIP: 01973R101 TICKER: ALSN
Meeting Date: 08-May-13 Meeting Type: Annual
1.1 Elect Director David F. Denison                   Management  For           Voted - For
1.2 Elect Director Gregory S. Ledford                 Management  For           Vote Withheld
1.3 Elect Director Seth M. Mersky                     Management  For           Vote Withheld
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - Against
3   Advisory Vote on Say on Pay Frequency             Management  Three Years   Voted - One Year
4   Ratify Auditors                                   Management  For           Voted - For
AMPHENOL CORPORATION
CUSIP: 032095101 TICKER: APH
Meeting Date: 22-May-13 Meeting Type: Annual





1.1 Elect Director Stanley L. Clark Management For Voted - For


4

                           CLEAR RIVER(SM) FUND
PROPOSAL                                              PROPOSED BY MGT. POSITION REGISTRANT VOTED
1.2 Elect Director David P. Falck                     Management  For           Voted - For
1.3 Elect Director Edward G. Jepsen                   Management  For           Voted - For
1.4 Elect Director Andrew E. Lietz                    Management  For           Voted - For
1.5 Elect Director Martin H. Loeffler                 Management  For           Voted - For
1.6 Elect Director John R. Lord                       Management  For           Voted - For
2   Ratify Auditors                                   Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
4   Amend Bylaws -- Call Special Meetings             Shareholder Against       Voted - For
ANSYS, INC.
CUSIP: 03662Q105 TICKER: ANSS
Meeting Date: 22-May-13    Meeting Type: Annual
1.1 Elect Director Ronald W. Hovsepian                Management  For           Voted - For
1.2 Elect Director Michael C. Thurk                   Management  For           Voted - For
1.3 Elect Director Barbara V. Scherer                 Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Ratify Auditors                                   Management  For           Voted - For
APACHE CORPORATION
CUSIP: 037411105 TICKER: APA
Meeting Date: 16-May-13    Meeting Type: Annual
1   Elect Director Eugene C. Fiedorek                 Management  For           Voted - For
2   Elect Director Chansoo Joung                      Management  For           Voted - For
3   Elect Director William C. Montgomery              Management  For           Voted - For
4   Ratify Auditors                                   Management  For           Voted - For
5   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - Against
6   Amend Omnibus Stock Plan                          Management  For           Voted - For
7   Declassify the Board of Directors                 Management  For           Voted - For
APPLE INC.
CUSIP: 037833100 TICKER: AAPL
Meeting Date: 27-Feb-13    Meeting Type: Annual
1.1 Elect Director William Campbell                   Management  For           Voted - For
1.2 Elect Director Timothy Cook                       Management  For           Voted - For
1.3 Elect Director Millard Drexler                    Management  For           Voted - For
1.4 Elect Director Al Gore                            Management  For           Voted - For
1.5 Elect Director Robert Iger                        Management  For           Voted - For
1.6 Elect Director Andrea Jung                        Management  For           Voted - For


5

                         CLEAR RIVER(SM) FUND
PROPOSAL                                                PROPOSED BY MGT. POSITION REGISTRANT VOTED
1.7 Elect Director Arthur Levinson                      Management  For           Voted - For
1.8 Elect Director Ronald Sugar                         Management  For           Voted - For
2   Amend Articles of Incorporation                     Management  For           Voted - For
3   Ratify Auditors                                     Management  For           Voted - For
4   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                        Management  For           Voted - Against
5   Stock Retention/Holding Period                      Shareholder Against       Voted - For
6   Establish Board Committee on Human Rights           Shareholder Against       Voted - Against
BAXTER INTERNATIONAL INC.
CUSIP: 071813109 TICKER: BAX
Meeting Date: 07-May-13  Meeting Type: Annual
1a  Elect Director Thomas F. Chen                       Management  For           Voted - For
1b  Elect Director Blake E. Devitt                      Management  For           Voted - For
1c  Elect Director John D. Forsyth                      Management  For           Voted - For
1d  Elect Director Gail D. Fosler                       Management  For           Voted - For
1e  Elect Director Carole J. Shapazian                  Management  For           Voted - For
2   Ratify Auditors                                     Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                        Management  For           Voted - For
4   Declassify the Board of Directors                   Management  For           Voted - For
5   Provide Right to Call Special Meeting               Management  For           Voted - For
BHP BILLITON LIMITED
CUSIP: 088606108 TICKER: BHP
Meeting Date: 29-Nov-12  Meeting Type: Annual
1   Accept the Financial Statements and Statutory
    Reports for BHP Billiton Ltd and BHP Billiton Plc   Management  For           Voted - For
2   Elect Pat Davies as Director of BHP Billiton Ltd
    and BHP Billiton Plc                                Management  For           Voted - For
3   Elect Malcolm Broomhead as Director of BHP Billiton
    Ltd and BHP Billiton Plc                            Management  For           Voted - For
4   Elect John Buchanan as Director of BHP Billiton Ltd
    and BHP Billiton Plc                                Management  For           Voted - For
5   Elect Carlos Cordeiro as Director of BHP Billiton
    Ltd and BHP Billiton Plc                            Management  For           Voted - For
6   Elect David Crawford as Director of BHP Billiton
    Ltd and BHP Billiton Plc                            Management  For           Voted - For
7   Elect Carolyn Hewson as Director of BHP Billiton
    Ltd and BHP Billiton Plc                            Management  For           Voted - For
8   Elect Marius Kloppers as Director of BHP Billiton
    Ltd and BHP Billiton Plc                            Management  For           Voted - For
9   Elect Lindsay Maxsted as Director of BHP Billiton
    Ltd and BHP Billiton Plc                            Management  For           Voted - For


6

                          CLEAR RIVER(SM) FUND
PROPOSAL                                                PROPOSED BY MGT. POSITION REGISTRANT VOTED
10  Elect Wayne Murdy as Director of BHP Billiton Ltd
    and BHP Billiton Plc                                Management  For           Voted - For
11  Elect Keith Rumble as Director of BHP Billiton Ltd
    and BHP Billiton Plc                                Management  For           Voted - For
12  Elect John Schubert as Director of BHP Billiton Ltd
    and BHP Billiton Plc                                Management  For           Voted - For
13  Elect Shriti Vadera as Director of BHP Billiton Ltd
    and BHP Billiton Plc                                Management  For           Voted - For
14  Elect Jac Nasser as Director of BHP Billiton Ltd
    and BHP Billiton Plc                                Management  For           Voted - For
15  Appoint KPMG Audit Plc as Auditor of BHP Billiton
    Plc                                                 Management  For           Voted - For
16  Approve the Authority to Issue Shares in BHP
    Billiton Plc                                        Management  For           Voted - For
17  Approve the Authority to Issue Shares in BHP
    Billiton Plc for Cash                               Management  For           Voted - For
18  Approve the Repurchase of Up to 213.62 Million
    Shares in BHP Billiton Plc                          Management  For           Voted - For
19  Approve the Remuneration Report                     Management  For           Voted - For
20  Approve the Grant of Long Term Incentive
    Performance Shares to Marius Kloppers, Executive
    Director of the Company                             Management  For           Voted - For
BLACKROCK, INC.
CUSIP: 09247X101 TICKER: BLK
Meeting Date: 30-May-13   Meeting Type: Annual
1a  Elect Director Abdlatif Yousef Al-Hamad             Management  For           Voted - For
1b  Elect Director Mathis Cabiallavetta                 Management  For           Voted - For
1c  Elect Director Dennis D. Dammerman                  Management  For           Voted - For
1d  Elect Director Jessica P. Einhorn                   Management  For           Voted - For
1e  Elect Director Fabrizio Freda                       Management  For           Voted - For
1f  Elect Director David H. Komansky                    Management  For           Voted - For
1g  Elect Director James E. Rohr                        Management  For           Voted - For
1h  Elect Director Susan L. Wagner                      Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                        Management  For           Voted - For
3   Ratify Auditors                                     Management  For           Voted - For
CHEVRON CORPORATION
CUSIP: 166764100 TICKER: CVX
Meeting Date: 29-May-13   Meeting Type: Annual
1a  Elect Director Linnet F. Deily                      Management  For           Voted - For
1b  Elect Director Robert E. Denham                     Management  For           Voted - For
1c  Elect Director Alice P. Gast                        Management  For           Voted - For
1d  Elect Director Enrique Hernandez, Jr.               Management  For           Voted - For


7

                           CLEAR RIVER(SM) FUND
PROPOSAL                                                 PROPOSED BY MGT. POSITION REGISTRANT VOTED
1e  Elect Director George L. Kirkland                    Management  For           Voted - For
1f  Elect Director Charles W. Moorman, IV                Management  For           Voted - For
1g  Elect Director Kevin W. Sharer                       Management  For           Voted - For
1h  Elect Director John G. Stumpf                        Management  For           Voted - For
1i  Elect Director Ronald D. Sugar                       Management  For           Voted - For
1j  Elect Director Carl Ware                             Management  For           Voted - For
1k  Elect Director John S. Watson                        Management  For           Voted - For
2   Ratify Auditors                                      Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                         Management  For           Voted - For
4   Amend Omnibus Stock Plan                             Management  For           Voted - For
5   Report on Management of Hydraulic Fracturing Risks
    and Opportunities                                    Shareholder Against       Voted - For
6   Report on Offshore Oil Wells and Spill Mitigation
    Measures                                             Shareholder Against       Voted - Against
7   Report on Financial Risks of Climate Change          Shareholder Against       Voted - Against
8   Report on Lobbying Payments and Policy               Shareholder Against       Voted - For
9   Prohibit Political Contributions                     Shareholder Against       Voted - Against
10  Provide for Cumulative Voting                        Shareholder Against       Voted - For
11  Amend Articles/Bylaws/Charter -- Call Special
    Meetings                                             Shareholder Against       Voted - For
12  Require Director Nominee with Environmental
    Expertise                                            Shareholder Against       Voted - For
13  Adopt Guidelines for Country Selection               Shareholder Against       Voted - For
CNOOC LTD.
CUSIP: 126132109 TICKER: CEO
Meeting Date: 21-Aug-12    Meeting Type: Special
1   Approve Coalbed Methane Resources Exploration and
    Development Cooperation Agreement and Related
    Transactions                                         Management  For           Voted - For
Meeting Date: 21-Nov-12    Meeting Type: Special
1   Approve Non-exempt Revised Caps for Relevant
    Categories of the Continuing Connected Transactions
    in Respect of 2012 and 2013                          Management  For           Voted - For
Meeting Date: 24-May-13    Meeting Type: Annual
A1  Approve Audited Accounts with Director's Report and
    Auditors' Report                                     Management  For           Voted - For
A2  Declare Final Dividend                               Management  For           Voted - For
A3  Elect Yang Hua as Director                           Management  For           Voted - For
A4  Elect Zhou Shouwei as Director                       Management  For           Voted - For
A5  Elect Chiu Sung Hong as Director                     Management  For           Voted - For
A6  Authorize the Board to Fix Remuneration of Directors Management  For           Voted - For


8

                            CLEAR RIVER(SM) FUND
PROPOSAL                                               PROPOSED BY MGT. POSITION REGISTRANT VOTED
A7  Appoint Deloitte Touche Tohmatsu as Auditors and
    Authorize Board to Fix Their Remuneration          Management  For           Voted - For
B1  Authorize Repurchase of Up to 10 Percent of Issued
    Share Capital                                      Management  For           Voted - For
B2  Approve Issuance of Equity or Equity-Linked
    Securities without Preemptive Rights               Management  For           Voted - Against
B3  Authorize Reissuance of Repurchased Shares         Management  For           Voted - Against
COLGATE-PALMOLIVE COMPANY
CUSIP: 194162103 TICKER: CL
Meeting Date: 10-May-13     Meeting Type: Annual
1a  Elect Director Nikesh Arora                        Management  For           Voted - For
1b  Elect Director John T. Cahill                      Management  For           Voted - For
1c  Elect Director Ian Cook                            Management  For           Voted - For
1d  Elect Director Helene D. Gayle                     Management  For           Voted - For
1e  Elect Director Ellen M. Hancock                    Management  For           Voted - For
1f  Elect Director Joseph Jimenez                      Management  For           Voted - For
1g  Elect Director Richard J. Kogan                    Management  For           Voted - For
1h  Elect Director Delano E. Lewis                     Management  For           Voted - For
1i  Elect Director J. Pedro Reinhard                   Management  For           Voted - For
1j  Elect Director Stephen I. Sadove                   Management  For           Voted - For
2   Ratify Auditors                                    Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                       Management  For           Voted - For
4   Approve Omnibus Stock Plan                         Management  For           Voted - For
5   Adopt Share Retention Policy For Senior Executives Shareholder Against       Voted - For
CSX CORPORATION
CUSIP: 126408103 TICKER: CSX
Meeting Date: 08-May-13     Meeting Type: Annual
1a  Elect Director Donna M. Alvarado                   Management  For           Voted - For
1b  Elect Director John B. Breaux                      Management  For           Voted - For
1c  Elect Director Pamela L. Carter                    Management  For           Voted - For
1d  Elect Director Steven T. Halverson                 Management  For           Voted - For
1e  Elect Director Edward J. Kelly, III                Management  For           Voted - For
1f  Elect Director Gilbert H. Lamphere                 Management  For           Voted - For
1g  Elect Director John D. McPherson                   Management  For           Voted - For
1h  Elect Director Timothy T. O'Toole                  Management  For           Voted - For
1i  Elect Director David M. Ratcliffe                  Management  For           Voted - For
1j  Elect Director Donald J. Shepard                   Management  For           Voted - For
1k  Elect Director Michael J. Ward                     Management  For           Voted - For
1l  Elect Director J.C. Watts, Jr.                     Management  For           Voted - For
1m  Elect Director J. Steven Whisler                   Management  For           Voted - For
2   Ratify Auditors                                    Management  For           Voted - For


9

                           CLEAR RIVER(SM) FUND
PROPOSAL                                                 PROPOSED BY MGT. POSITION REGISTRANT VOTED
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                         Management  For           Voted - For
DIAGEO PLC
CUSIP: 25243Q205 TICKER: DEO
Meeting Date: 17-Oct-12    Meeting Type: Annual
1   Accept Financial Statements and Statutory Reports    Management  For           Voted - For
2   Approve Remuneration Report                          Management  For           Voted - For
3   Approve Final Dividend                               Management  For           Voted - For
4   Re-elect Peggy Bruzelius as Director                 Management  For           Voted - For
5   Re-elect Laurence Danon as Director                  Management  For           Voted - For
6   Re-elect Lord Davies of Abersoch as Director         Management  For           Voted - For
7   Re-elect Betsy Holden as Director                    Management  For           Voted - For
8   Re-elect Dr Franz Humer as Director                  Management  For           Voted - For
9   Re-elect Deirdre Mahlan as Director                  Management  For           Voted - For
10  Re-elect Philip Scott as Director                    Management  For           Voted - For
11  Re-elect Todd Stitzer as Director                    Management  For           Voted - For
12  Re-elect Paul Walsh as Director                      Management  For           Voted - For
13  Elect Ho KwonPing as Director                        Management  For           Voted - For
14  Elect Ivan Menezes as Director                       Management  For           Voted - For
15  Reappoint KPMG Audit plc as Auditors                 Management  For           Voted - For
16  Authorise Board to Fix Remuneration of Auditors      Management  For           Voted - For
17  Authorise Issue of Equity with Pre-emptive Rights    Management  For           Voted - For
18  Authorise Issue of Equity without Pre-emptive Rights Management  For           Voted - For
19  Authorise Market Purchase of Ordinary Shares         Management  For           Voted - For
20  Authorise EU Political Donations and Expenditure     Management  For           Voted - For
21  Authorise the Company to Call EGM with Two Weeks'
    Notice                                               Management  For           Voted - For
EBIX, INC.
CUSIP: 278715206 TICKER: EBIX
Meeting Date: 13-Nov-12    Meeting Type: Annual
1.1 Elect Director Hans U. Benz                          Management  For           Voted - For
1.2 Elect Director Pavan Bhalla                          Management  For           Voted - For
1.3 Elect Director Neil D. Eckhert                       Management  For           Voted - For
1.4 Elect Director Rolf Herter                           Management  For           Voted - For
1.5 Elect Director Hans Ueli Keller                      Management  For           Voted - For
1.6 Elect Director Robin Raina                           Management  For           Voted - For
2   Ratify Auditors                                      Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                         Management  For           Voted - Against


10

                        CLEAR RIVER(SM) FUND
PROPOSAL                                              PROPOSED BY MGT. POSITION REGISTRANT VOTED
GEOSPACE TECHNOLOGIES CORPORATION
CUSIP: 37364X109 TICKER: GEOS
Meeting Date: 21-Feb-13 Meeting Type: Annual
1.1 Elect Director William H. Moody                   Management  For           Voted - For
1.2 Elect Director Gary D. Owens                      Management  For           Voted - For
2   Ratify Auditors                                   Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
Meeting Date: 16-Jul-13 Meeting Type: Special
1   Amend Omnibus Stock Plan                          Management  For           Voted - For
GLOBAL PAYMENTS INC.
CUSIP: 37940X102 TICKER: GPN
Meeting Date: 19-Sep-12 Meeting Type: Annual
1.1 Elect Director Alex W. Hart                       Management  For           Voted - For
1.2 Elect Director William I Jacobs                   Management  For           Voted - For
1.3 Elect Director Alan M. Silberstein                Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Adopt Majority Voting for Uncontested Election of
    Directors                                         Management  For           Voted - For
4   Ratify Auditors                                   Management  For           Voted - For
GNC HOLDINGS, INC.
CUSIP: 36191G107 TICKER: GNC
Meeting Date: 23-May-13 Meeting Type: Annual
1.1 Elect Director Philip E. Mallott                  Management  For           Voted - For
1.2 Elect Director C. Scott O'Hara                    Management  For           Voted - For
1.3 Elect Director Richard J. Wallace                 Management  For           Voted - For
2   Eliminate Class of Common Stock                   Management  For           Voted - For
3   Establish Range For Board Size                    Management  For           Voted - For
4   Declassify the Board of Directors                 Management  For           Voted - For
5   Amendment to Delete Various Provisions Related to
    the Company's Former 'Sponsors' which are Now
    Inapplicable                                      Management  For           Voted - For
6   Provide Right to Act by Written Consent           Management  For           Voted - For
7   Ratify Auditors                                   Management  For           Voted - For
8   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For


11

                        CLEAR RIVER(SM) FUND
PROPOSAL                                                  PROPOSED BY MGT. POSITION REGISTRANT VOTED
GRACO INC.
CUSIP: 384109104 TICKER: GGG
Meeting Date: 26-Apr-13 Meeting Type: Annual
1.1  Elect Director Eric P. Etchart                       Management  For           Voted - For
1.2  Elect Director J. Kevin Gilligan                     Management  For           Voted - For
1.3  Elect Director William G. Van Dyke                   Management  For           Voted - For
2    Ratify Auditors                                      Management  For           Voted - For
3    Advisory Vote to Ratify Named Executive Officers'
     Compensation                                         Management  For           Voted - For
4    Adopt Majority Voting for Uncontested Election of
     Directors                                            Management  For           Voted - For
HSBC HOLDINGS PLC
CUSIP: 404280406 TICKER: HBC
Meeting Date: 24-May-13 Meeting Type: Annual
1    Accept Financial Statements and Statutory Reports    Management  For           Voted - For
2    Approve Remuneration Report                          Management  For           Voted - For
3(a) Re-elect Safra Catz as Director                      Management  For           Voted - For
3(b) Re-elect Laura Cha as Director                       Management  For           Voted - For
3(c) Re-elect Marvin Cheung as Director                   Management  For           Voted - For
3(d) Elect Jim Comey as Director                          Management  For           Voted - For
3(e) Re-elect John Coombe as Director                     Management  For           Voted - For
3(f) Re-elect Joachim Faber as Director                   Management  For           Voted - For
3(g) Re-elect Rona Fairhead as Director                   Management  For           Voted - For
3(h) Elect Renato Fassbind as Director                    Management  For           Voted - For
3(i) Re-elect Douglas Flint as Director                   Management  For           Voted - For
3(j) Re-elect Stuart Gulliver as Director                 Management  For           Voted - For
3(k) Re-elect James Hughes-Hallett as Director            Management  For           Voted - For
3(l) Re-elect William Laidlaw as Director                 Management  For           Voted - For
3(m) Re-elect John Lipsky as Director                     Management  For           Voted - For
3(n) Re-elect Janis Lomax as Director                     Management  For           Voted - For
3(o) Re-elect Iain Mackay as Director                     Management  For           Voted - For
3(p) Re-elect Sir Simon Robertson as Director             Management  For           Voted - For
3(q) Re-elect John Thornton as Director                   Management  For           Voted - For
4    Reappoint KPMG Audit plc as Auditors and Authorise
     Their Remuneration                                   Management  For           Voted - For
5    Authorise Issue of Equity with Pre-emptive Rights    Management  For           Voted - For
6    Authorise Issue of Equity without Pre-emptive Rights Management  For           Voted - For
7    Authorise Market Purchase of Ordinary Shares         Management  For           Voted - For
8    Authorise the Company to Call EGM with Two Weeks'
     Notice                                               Management  For           Voted - For


12

                        CLEAR RIVER(SM) FUND
PROPOSAL                                               PROPOSED BY MGT. POSITION REGISTRANT VOTED
INTERCONTINENTALEXCHANGE, INC.
CUSIP: 45865V100 TICKER: ICE
Meeting Date: 17-May-13 Meeting Type: Annual
1a  Elect Director Charles R. Crisp                    Management  For           Voted - For
1b  Elect Director Jean-Marc Forneri                   Management  For           Voted - For
1c  Elect Director Judd A. Gregg                       Management  For           Voted - For
1d  Elect Director Fred W. Hatfield                    Management  For           Voted - For
1e  Elect Director Terrence F. Martell                 Management  For           Voted - For
1f  Elect Director Callum McCarthy                     Management  For           Voted - For
1g  Elect Director Robert Reid                         Management  For           Voted - For
1h  Elect Director Frederic V. Salerno                 Management  For           Voted - For
1i  Elect Director Jeffrey C. Sprecher                 Management  For           Voted - For
1j  Elect Director Judith A. Sprieser                  Management  For           Voted - For
1k  Elect Director Vincent Tese                        Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                       Management  For           Voted - For
3   Approve Omnibus Stock Plan                         Management  For           Voted - For
4   Approve Non-Employee Director Stock Option Plan    Management  For           Voted - For
5   Ratify Auditors                                    Management  For           Voted - For
Meeting Date: 03-Jun-13 Meeting Type: Special
1   Approve Merger Agreement                           Management  For           Voted - For
2A  Increase Authorized Preferred and Common Stock     Management  For           Voted - For
2B  Approve Stock Ownership Limitations                Management  For           Voted - For
2C  Provisions Related to Disqualification of Officers
    and Directors and Certain Powers of the Board of
    Directors                                          Management  For           Voted - For
2D  Provisions Related to Considerations of the Board
    of Directors                                       Management  For           Voted - For
2E  Amend ICE Group Certificate of Incorporation       Management  For           Voted - For
3   Adjourn Meeting                                    Management  For           Voted - For
JOHN WILEY & SONS, INC.
CUSIP: 968223206 TICKER: JW.A
Meeting Date: 20-Sep-12 Meeting Type: Annual
1.1 Elect Director Mari J. Baker                       Management  For           Voted - For
1.2 Elect Director Raymond W. McDaniel, Jr             Management  For           Voted - For
1.3 Elect Director William B. Plummer                  Management  For           Voted - For
1.4 Elect Director Kalpana Raina                       Management  For           Voted - For
2   Ratify Auditors                                    Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                       Management  For           Voted - For


13

                        CLEAR RIVER(SM) FUND
PROPOSAL                                                 PROPOSED BY MGT. POSITION REGISTRANT VOTED
JOHNSON & JOHNSON
CUSIP: 478160104 TICKER: JNJ
Meeting Date: 25-Apr-13 Meeting Type: Annual
1.1  Elect Director Mary Sue Coleman                     Management  For           Voted - For
1.2  Elect Director James G. Cullen                      Management  For           Voted - For
1.3  Elect Director Ian E.L. Davis                       Management  For           Voted - For
1.4  Elect Director Alex Gorsky                          Management  For           Voted - For
1.5  Elect Director Michael M.E. Johns                   Management  For           Voted - For
1.6  Elect Director Susan L. Lindquist                   Management  For           Voted - For
1.7  Elect Director Anne M. Mulcahy                      Management  For           Voted - For
1.8  Elect Director Leo F. Mullin                        Management  For           Voted - For
1.9  Elect Director William D. Perez                     Management  For           Voted - For
1.10 Elect Director Charles Prince                       Management  For           Voted - For
1.11 Elect Director A. Eugene Washington                 Management  For           Voted - For
1.12 Elect Director Ronald A. Williams                   Management  For           Voted - For
2    Advisory Vote to Ratify Named Executive Officers'
     Compensation                                        Management  For           Voted - For
3    Ratify Auditors                                     Management  For           Voted - For
4    Stock Retention/Holding Period                      Shareholder Against       Voted - For
5    Screen Political Contributions for Consistency with
     Corporate Values                                    Shareholder Against       Voted - Against
6    Require Independent Board Chairman                  Shareholder Against       Voted - Against
JPMORGAN CHASE & CO.
CUSIP: 46625H100 TICKER: JPM
Meeting Date: 21-May-13 Meeting Type: Annual
1a   Elect Director James A. Bell                        Management  For           Voted - For
1b   Elect Director Crandall C.Bowles                    Management  For           Voted - For
1c   Elect Director Stephen B. Burke                     Management  For           Voted - For
1d   Elect Director David M. Cote                        Management  For           Voted - Against
1e   Elect Director James S. Crown                       Management  For           Voted - Against
1f   Elect Director James Dimon                          Management  For           Voted - For
1g   Elect Director Timothy P. Flynn                     Management  For           Voted - For
1h   Elect Director Ellen V. Futter                      Management  For           Voted - Against
1i   Elect Director Laban P. Jackson, Jr.                Management  For           Voted - For
1j   Elect Director Lee R. Raymond                       Management  For           Voted - For
1k   Elect Director William C. Weldon                    Management  For           Voted - For
2    Ratify Auditors                                     Management  For           Voted - For
3    Advisory Vote to Ratify Named Executive Officers'
     Compensation                                        Management  For           Voted - For
4    Provide Right to Act by Written Consent             Management  For           Voted - For
5    Amend Executive Incentive Bonus Plan                Management  For           Voted - For
6    Require Independent Board Chairman                  Shareholder Against       Voted - For


14

                            CLEAR RIVER(SM) FUND
PROPOSAL                                              PROPOSED BY MGT. POSITION REGISTRANT VOTED
7   Stock Retention/Holding Period                    Shareholder Against       Voted - Against
8   Institute Procedures to Prevent Investments in
    Companies that Contribute to Genocide or Crimes
    Against Humanity                                  Shareholder Against       Voted - Against
9   Report on Lobbying Payments and Policy            Shareholder Against       Voted - Against
MARKEL CORPORATION
CUSIP: 570535104 TICKER: MKL
Meeting Date: 26-Feb-13     Meeting Type: Special
1   Issue Shares in Connection with Acquisition       Management  For           Voted - For
2   Other Business                                    Management  For           Voted - Against
Meeting Date: 13-May-13     Meeting Type: Annual
1a  Elect Director J. Alfred Broaddus, Jr.            Management  For           Voted - For
1b  Elect Director Douglas C. Eby                     Management  For           Voted - For
1c  Elect Director Stewart M. Kasen                   Management  For           Voted - For
1d  Elect Director Alan I. Kirshner                   Management  For           Voted - For
1e  Elect Director Lemuel E. Lewis                    Management  For           Voted - For
1f  Elect Director Darrell D. Martin                  Management  For           Voted - Against
1g  Elect Director Anthony F. Markel                  Management  For           Voted - For
1h  Elect Director Steven A. Markel                   Management  For           Voted - For
1i  Elect Director Jay M. Weinberg                    Management  For           Voted - For
1j  Elect Director Debora J. Wilson                   Management  For           Voted - For
1k  Elect Director K. Bruce Connell                   Management  For           Voted - For
1l  Elect Director Michael O'Reilly                   Management  For           Voted - For
2   Ratify Auditors                                   Management  For           Voted - For
MCDONALD'S CORPORATION
CUSIP: 580135101 TICKER: MCD
Meeting Date: 23-May-13     Meeting Type: Annual
1a  Elect Director Walter E. Massey                   Management  For           Voted - For
1b  Elect Director John W. Rogers, Jr.                Management  For           Voted - For
1c  Elect Director Roger W. Stone                     Management  For           Voted - For
1d  Elect Director Miles D. White                     Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Ratify Auditors                                   Management  For           Voted - For
4   Report on Pay Disparity                           Shareholder Against       Voted - Against
5   Stock Retention/Holding Period                    Shareholder Against       Voted - For
6   Report on Human Rights Risk Assessment Process    Shareholder Against       Voted - For
7   Report on Nutrition Initiatives and Childhood
    Obesity Concerns                                  Shareholder Against       Voted - Against


15

                        CLEAR RIVER(SM) FUND
PROPOSAL                                                 PROPOSED BY MGT. POSITION REGISTRANT VOTED
MCKESSON CORPORATION
CUSIP: 58155Q103 TICKER: MCK
Meeting Date: 31-Jul-13 Meeting Type: Annual
1a   Elect Director Andy D. Bryant                       Management  For           Voted - For
1b   Elect Director Wayne A. Budd                        Management  For           Voted - For
1c   Elect Director John H. Hammergren                   Management  For           Voted - For
1d   Elect Director Alton F. Irby, III                   Management  For           Voted - Against
1e   Elect Director M. Christine Jacobs                  Management  For           Voted - Against
1f   Elect Director Marie L. Knowles                     Management  For           Voted - For
1g   Elect Director David M. Lawrence                    Management  For           Voted - Against
1h   Elect Director Edward A. Mueller                    Management  For           Voted - Against
1i   Elect Director Jane E. Shaw                         Management  For           Voted - For
2    Ratify Auditors                                     Management  For           Voted - For
3    Advisory Vote to Ratify Named Executive Officers'
     Compensation                                        Management  For           Voted - Against
4    Approve Omnibus Stock Plan                          Management  For           Voted - For
5    Amend Qualified Employee Stock Purchase Plan        Management  For           Voted - For
6    Provide Right to Call Special Meeting               Management  For           Voted - For
7    Provide Right to Act by Written Consent             Shareholder Against       Voted - For
8    Report on Political Contributions                   Shareholder Against       Voted - For
9    Stock Retention/Holding Period                      Shareholder Against       Voted - For
10   Clawback Policy and Disclosure of Clawback Activity Shareholder Against       Voted - For
MEDNAX, INC.
CUSIP: 58502B106 TICKER: MD
Meeting Date: 09-May-13 Meeting Type: Annual
1.1  Elect Director Cesar L. Alvarez                     Management  For           Voted - For
1.2  Elect Director Waldemar A. Carlo                    Management  For           Voted - For
1.3  Elect Director Michael B. Fernandez                 Management  For           Voted - For
1.4  Elect Director Roger K. Freeman                     Management  For           Voted - For
1.5  Elect Director Paul G. Gabos                        Management  For           Voted - For
1.6  Elect Director Pascal J. Goldschmidt                Management  For           Voted - For
1.7  Elect Director Manuel Kadre                         Management  For           Voted - For
1.8  Elect Director Roger J. Medel                       Management  For           Voted - For
1.9  Elect Director Donna E. Shalala                     Management  For           Voted - For
1.10 Elect Director Enrique J. Sosa                      Management  For           Voted - For
2    Ratify Auditors                                     Management  For           Voted - For
3    Advisory Vote to Ratify Named Executive Officers'
     Compensation                                        Management  For           Voted - Against


16

                        CLEAR RIVER(SM) FUND
PROPOSAL                                              PROPOSED BY MGT. POSITION REGISTRANT VOTED
MICROSOFT CORPORATION
CUSIP: 594918104 TICKER: MSFT
Meeting Date: 28-Nov-12 Meeting Type: Annual
1   Elect Director Steven A. Ballmer                  Management  For           Voted - For
2   Elect Director Dina Dublon                        Management  For           Voted - For
3   Elect Director William H. Gates, III              Management  For           Voted - For
4   Elect Director Maria M. Klawe                     Management  For           Voted - For
5   Elect Director Stephen J. Luczo                   Management  For           Voted - For
6   Elect Director David F. Marquardt                 Management  For           Voted - For
7   Elect Director Charles H. Noski                   Management  For           Voted - For
8   Elect Director Helmut Panke                       Management  For           Voted - For
9   Elect Director John W. Thompson                   Management  For           Voted - For
10  Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
11  Approve Qualified Employee Stock Purchase Plan    Management  For           Voted - For
12  Ratify Auditors                                   Management  For           Voted - For
13  Provide for Cumulative Voting                     Shareholder Against       Voted - For
MORNINGSTAR, INC.
CUSIP: 617700109 TICKER: MORN
Meeting Date: 14-May-13 Meeting Type: Annual
1a  Elect Director Joe Mansueto                       Management  For           Voted - For
1b  Elect Director Don Phillips                       Management  For           Voted - For
1c  Elect Director Cheryl Francis                     Management  For           Voted - For
1d  Elect Director Steve Kaplan                       Management  For           Voted - For
1e  Elect Director Gail Landis                        Management  For           Voted - For
1f  Elect Director Bill Lyons                         Management  For           Voted - For
1g  Elect Director Jack Noonan                        Management  For           Voted - For
1h  Elect Director Paul Sturm                         Management  For           Voted - For
1i  Elect Director Hugh Zentmyer                      Management  For           Voted - For
2   Ratify Auditors                                   Management  For           Voted - For
NESTLE SA
CUSIP: 641069406 TICKER: NSRGY
Meeting Date: 11-Apr-13 Meeting Type: Annual
1.1 Accept Financial Statements and Statutory Reports Management  For           Voted - For
1.2 Approve Remuneration Report                       Management  For           Voted - For
2   Approve Discharge of Board and Senior Management  Management  For           Voted - For
3   Approve Allocation of Income and Dividends of CHF
    2.05 per Share                                    Management  For           Voted - For
4.1.1 Reelect Peter Brabeck-Letmathe as Director      Management  For           Voted - For


17

                        CLEAR RIVER(SM) FUND
PROPOSAL                                              PROPOSED BY MGT. POSITION REGISTRANT VOTED
4.1.2 Reelect Steven Hoch as Director                 Management  For           Voted - For
4.1.3 Reelect Titia de Lange as Director              Management  For           Voted - For
4.1.4 Reelect Jean-Pierre Roth as Director            Management  For           Voted - For
4.2 Elect Eva Cheng as Director                       Management  For           Voted - For
4.3 Ratify KPMG AG as Auditors                        Management  For           Voted - For
5   Additional And/or Counter-proposals Presented At
    The Meeting                                       Management  None          Voted - Against
6   Mark the box at the right if you wish to give a
    Proxy to the independent representative, Mr.
    Jean-Ludovic Hartmann                             Management  None          Voted - Against
NEUSTAR, INC.
CUSIP: 64126X201 TICKER: NSR
Meeting Date: 18-Jun-13 Meeting Type: Annual
1a  Elect Director C. C. Chang                        Management  For           Voted - For
1b  Elect Director Lisa A. Hook                       Management  For           Voted - For
1c  Elect Director Hellene S. Runtagh                 Management  For           Voted - For
2   Ratify Auditors                                   Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
NIKE, INC.
CUSIP: 654106103 TICKER: NKE
Meeting Date: 20-Sep-12 Meeting Type: Annual
1.1 Elect Director Alan B. Graf, Jr.                  Management  For           Voted - For
1.2 Elect Director John C. Lechleiter                 Management  For           Voted - For
1.3 Elect Director Phyllis M. Wise                    Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Increase Authorized Common Stock                  Management  For           Voted - For
4   Amend Executive Incentive Bonus Plan              Management  For           Voted - For
5   Ratify Auditors                                   Management  For           Voted - For
6   Report on Political Contributions                 Shareholder Against       Voted - For
NORDSTROM, INC.
CUSIP: 655664100 TICKER: JWN
Meeting Date: 14-May-13 Meeting Type: Annual
1a  Elect Director Phyllis J. Campbell                Management  For           Voted - For
1b  Elect Director Michelle M. Ebanks                 Management  For           Voted - For
1c  Elect Director Enrique Hernandez, Jr.             Management  For           Voted - For
1d  Elect Director Robert G. Miller                   Management  For           Voted - For
1e  Elect Director Blake W. Nordstrom                 Management  For           Voted - For


18

                        CLEAR RIVER(SM) FUND
PROPOSAL                                              PROPOSED BY MGT. POSITION REGISTRANT VOTED
1f  Elect Director Erik B. Nordstrom                  Management  For           Voted - For
1g  Elect Director Peter E. Nordstrom                 Management  For           Voted - For
1h  Elect Director Philip G. Satre                    Management  For           Voted - For
1i  Elect Director B. Kevin Turner                    Management  For           Voted - For
1j  Elect Director Robert D. Walter                   Management  For           Voted - For
1k  Elect Director Alison A. Winter                   Management  For           Voted - For
2   Ratify Auditors                                   Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
4   Amend Omnibus Stock Plan                          Management  For           Voted - For
OCEANEERING INTERNATIONAL, INC.
CUSIP: 675232102 TICKER: OII
Meeting Date: 26-Apr-13 Meeting Type: Annual
1.1 Elect Director Paul B. Murphy, Jr.                Management  For           Voted - For
1.2 Elect Director Harris J. Pappas                   Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Ratify Auditors                                   Management  For           Voted - For
ORBITAL SCIENCES CORPORATION
CUSIP: 685564106 TICKER: ORB
Meeting Date: 25-Apr-13 Meeting Type: Annual
1a  Elect Director Kevin P. Chilton                   Management  For           Voted - For
1b  Elect Director Lennard A. Fisk                    Management  For           Voted - For
1c  Elect Director Ronald T. Kadish                   Management  For           Voted - For
1d  Elect Director Garrett E. Pierce                  Management  For           Voted - For
2   Ratify Auditors                                   Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
PERRIGO COMPANY
CUSIP: 714290103 TICKER: PRGO
Meeting Date: 06-Nov-12 Meeting Type: Annual
1.1 Elect Director Gary M. Cohen                      Management  For           Voted - For
1.2 Elect Director David T. Gibbons                   Management  For           Vote Withheld
1.3 Elect Director Ran Gottfried                      Management  For           Voted - For
1.4 Elect Director Ellen R. Hoffing                   Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Ratify Auditors                                   Management  For           Voted - For


19

                        CLEAR RIVER(SM) FUND
PROPOSAL                                              PROPOSED BY MGT. POSITION REGISTRANT VOTED
PRECISION CASTPARTS CORP.
CUSIP: 740189105 TICKER: PCP
Meeting Date: 13-Aug-13 Meeting Type: Annual
1.1 Elect Director Mark Donegan                       Management  For           Voted - For
1.2 Elect Director Daniel J. Murphy                   Management  For           Voted - For
1.3 Elect Director Vernon E. Oechsle                  Management  For           Voted - For
1.4 Elect Director Ulrich Schmidt                     Management  For           Voted - For
1.5 Elect Director Richard L. Wambold                 Management  For           Voted - For
2   Ratify Auditors                                   Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
4   Amend Omnibus Stock Plan                          Management  For           Voted - For
5   Adopt Majority Voting for Uncontested Election of
    Directors                                         Management  For           Voted - For
QUALCOMM INCORPORATED
CUSIP: 747525103 TICKER: QCOM
Meeting Date: 05-Mar-13 Meeting Type: Annual
1a  Elect Director Barbara T. Alexander               Management  For           Voted - For
1b  Elect Director Donald G. Cruickshank              Management  For           Voted - For
1c  Elect Director Raymond V. Dittamore               Management  For           Voted - For
1d  Elect Director Susan Hockfield                    Management  For           Voted - For
1e  Elect Director Thomas W. Horton                   Management  For           Voted - For
1f  Elect Director Paul E. Jacobs                     Management  For           Voted - For
1g  Elect Director Sherry Lansing                     Management  For           Voted - For
1h  Elect Director Duane A. Nelles                    Management  For           Voted - For
1i  Elect Director Francisco Ros                      Management  For           Voted - For
1j  Elect Director Brent Scowcroft                    Management  For           Voted - For
1k  Elect Director Marc I. Stern                      Management  For           Voted - For
2   Amend Omnibus Stock Plan                          Management  For           Voted - For
3   Ratify Auditors                                   Management  For           Voted - For
4   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
ROCK-TENN COMPANY
CUSIP: 772739207 TICKER: RKT
Meeting Date: 25-Jan-13 Meeting Type: Annual
1.1 Elect Director G. Stephen Felker                  Management  For           Voted - For
1.2 Elect Director Lawrence L. Gellerstedt, III       Management  For           Voted - For
1.3 Elect Director John W. Spiegel                    Management  For           Voted - For
2   Amend Executive Incentive Bonus Plan              Management  For           Voted - For


20

                        CLEAR RIVER(SM) FUND
PROPOSAL                                               PROPOSED BY MGT. POSITION REGISTRANT VOTED
3   Ratify Auditors                                    Management  For           Voted - For
4   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                       Management  For           Voted - For
5   Declassify the Board of Directors                  Shareholder Against       Voted - For
SAP AG
CUSIP: 803054204 TICKER: SAP
Meeting Date: 04-Jun-13 Meeting Type: Annual
1   Receive Financial Statements and Statutory Reports
    for Fiscal 2012 (Non-Voting)                       Management                Non-Voting
2   Approve Allocation of Income and Dividends of EUR
    0.85 per Share                                     Management  For           Voted - For
3   Approve Discharge of Management Board for Fiscal
    2012                                               Management  For           Voted - For
4   Approve Discharge of Supervisory Board for Fiscal
    2012                                               Management  For           Voted - For
5   Authorize Share Repurchase Program and Reissuance
    or Cancellation of Repurchased Shares              Management  For           Voted - For
6   Ratify KPMG AG as Auditors for Fiscal 2013         Management  For           Voted - For
SCHLUMBERGER LIMITED
CUSIP: 806857108 TICKER: SLB
Meeting Date: 10-Apr-13 Meeting Type: Annual
1a  Elect Director Peter L.S. Currie                   Management  For           Voted - For
1b  Elect Director Tony Isaac                          Management  For           Voted - For
1c  Elect Director K. Vaman Kamath                     Management  For           Voted - For
1d  Elect Director Paal Kibsgaard                      Management  For           Voted - For
1e  Elect Director Nikolay Kudryavtsev                 Management  For           Voted - For
1f  Elect Director Adrian Lajous                       Management  For           Voted - For
1g  Elect Director Michael E. Marks                    Management  For           Voted - For
1h  Elect Director Lubna S. Olayan                     Management  For           Voted - For
1i  Elect Director L. Rafael Reif                      Management  For           Voted - For
1j  Elect Director Tore I. Sandvold                    Management  For           Voted - For
1k  Elect Director Henri Seydoux                       Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                       Management  For           Voted - For
3   Adopt and Approve Financials and Dividends         Management  For           Voted - For
4   Ratify PricewaterhouseCoopers LLP as Auditors      Management  For           Voted - For
5   Approve Omnibus Stock Plan                         Management  For           Voted - For
6   Amend Employee Stock Purchase Plan                 Management  For           Voted - For


21

                        CLEAR RIVER(SM) FUND
PROPOSAL                                                PROPOSED BY MGT. POSITION REGISTRANT VOTED
SYNTEL, INC.
CUSIP: 87162H103 TICKER: SYNT
Meeting Date: 04-Jun-13 Meeting Type: Annual
1.1 Elect Director Paritosh K. Choksi                   Management  For           Voted - For
1.2 Elect Director Bharat Desai                         Management  For           Voted - For
1.3 Elect Director Thomas Doke                          Management  For           Voted - For
1.4 Elect Director Rajesh Mashruwala                    Management  For           Voted - For
1.5 Elect Director George R. Mrkonic, Jr.               Management  For           Voted - For
1.6 Elect Director Prashant Ranade                      Management  For           Voted - For
1.7 Elect Director Neerja Sethi                         Management  For           Voted - For
2   Amend Omnibus Stock Plan                            Management  For           Voted - For
3   Ratify Auditors                                     Management  For           Voted - For
TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.
CUSIP: 874039100 TICKER: TSM
Meeting Date: 11-Jun-13 Meeting Type: Annual
1   Approve Business Operations Report and Financial
    Statements                                          Management  For           Voted - For
2   Approve Plan on Profit Distribution                 Management  For           Voted - For
3   Approve Amendments to Procedures Governing the
    Acquisition or Disposal of Assets, Lending Funds to
    Other Parties, and Endorsement and Guarantees       Management  For           Voted - For
4   Transact Other Business (Non-Voting)                Management                Non-Voting
THE GOLDMAN SACHS GROUP, INC.
CUSIP: 38141G104 TICKER: GS
Meeting Date: 23-May-13 Meeting Type: Annual
1   Elect Director Lloyd C. Blankfein                   Management  For           Voted - For
2   Elect Director M. Michele Burns                     Management  For           Voted - For
3   Elect Director Gary D. Cohn                         Management  For           Voted - For
4   Elect Director Claes Dahlback                       Management  For           Voted - For
5   Elect Director William W. George                    Management  For           Voted - For
6   Elect Director James A. Johnson                     Management  For           Voted - For
7   Elect Director Lakshmi N. Mittal                    Management  For           Voted - For
8   Elect Director Adebayo O. Ogunlesi                  Management  For           Voted - For
9   Elect Director James J. Schiro                      Management  For           Voted - For
10  Elect Director Debora L. Spar                       Management  For           Voted - For
11  Elect Director Mark E. Tucker                       Management  For           Voted - For
12  Elect Director David A. Viniar                      Management  For           Voted - For
13  Advisory Vote to Ratify Named Executive Officers'
    Compensation                                        Management  For           Voted - For


22

                        CLEAR RIVER(SM) FUND
PROPOSAL                                              PROPOSED BY MGT. POSITION REGISTRANT VOTED
14  Approve Omnibus Stock Plan                        Management  For           Voted - Against
15  Ratify Auditors                                   Management  For           Voted - For
16  Establish Board Committee on Human Rights         Shareholder Against       Voted - Against
17  Report on Lobbying Payments and Policy            Shareholder Against       Voted - Against
18  Adopt Proxy Access Right                          Shareholder Against       Voted - Against
19  Employ Investment Bank to Explore Alternatives to
    Maximize Shareholder Value                        Shareholder Against       Voted - Against
THERMO FISHER SCIENTIFIC INC.
CUSIP: 883556102 TICKER: TMO
Meeting Date: 22-May-13 Meeting Type: Annual
1a  Elect Director C. Martin Harris                   Management  For           Voted - For
1b  Elect Director Judy C. Lewent                     Management  For           Voted - For
1c  Elect Director Jim P. Manzi                       Management  For           Voted - For
1d  Elect Director Lars R. Sorensen                   Management  For           Voted - For
1e  Elect Director Elaine S. Ullian                   Management  For           Voted - For
1f  Elect Director Marc N. Casper                     Management  For           Voted - For
1g  Elect Director Nelson J. Chai                     Management  For           Voted - For
1h  Elect Director Tyler Jacks                        Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Approve Omnibus Stock Plan                        Management  For           Voted - For
4   Approve Executive Incentive Bonus Plan            Management  For           Voted - For
5   Ratify Auditors                                   Management  For           Voted - For
TRANSDIGM GROUP INCORPORATED
CUSIP: 893641100 TICKER: TDG
Meeting Date: 06-Mar-13 Meeting Type: Annual
1.1 Elect Director Mervin Dunn                        Management  For           Voted - For
1.2 Elect Director Michael S. Graff                   Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Ratify Auditors                                   Management  For           Voted - For
4   Declassify the Board of Directors                 Shareholder None          Voted - For
TRANSOCEAN LTD.
CUSIP: H8817H100 TICKER: RIG
Meeting Date: 17-May-13 Meeting Type: Special
1   Accept Financial Statements and Statutory Reports Management  For           Do Not Vote
1   Accept Financial Statements and Statutory Reports Management  None          Voted - For
2   Approve Allocation of Income                      Management  For           Do Not Vote


23

    CLEAR RIVER(SM) FUND
PROPOSAL                                                PROPOSED BY MGT. POSITION REGISTRANT VOTED
2   Approve Allocation of Income                        Management  None          Voted - For
3A  Approve Payment of a Dividend in Principle          Management  For           Do Not Vote
3A  Approve Payment of a Dividend in Principle          Management  For           Voted - For
3B1 Approve Reduction (Transocean) in Share Capital and
    Repayment of $2.24 per share                        Management  Against       Voted - For
3B1 Approve Reduction (Transocean) in Share Capital and
    Repayment of $2.24 per share                        Management  For           Do Not Vote
3B2 Approve Reduction (Icahn Group) in Share Capital
    and Repayment of $4.00 per share                    Shareholder Against       Do Not Vote
3B2 Approve Reduction (Icahn Group) in Share Capital
    and Repayment of $4.00 per share                    Shareholder For           Voted - Against
4   Approve Creation of CHF 75 Million Pool of Capital
    without Preemptive Rights                           Management  Against       Voted - For
4   Approve Creation of CHF 75 Million Pool of Capital
    without Preemptive Rights                           Management  For           Do Not Vote
5   Declassify the Board of Directors                   Shareholder For           Voted - For
5   Declassify the Board of Directors                   Shareholder None          Do Not Vote
6A  Elect Director Frederico F. Curado                  Management  For           Do Not Vote
6A  Elect Director Frederico F. Curado                  Management  For           Voted - For
6B  Elect Director Steven L. Newman                     Management  For           Do Not Vote
6B  Elect Director Steven L. Newman                     Management  For           Voted - For
6C  Elect Director Thomas W. Cason                      Management  Against       Voted - For
6C  Elect Director Thomas W. Cason                      Management  For           Do Not Vote
6D  Elect Director Robert M. Sprague                    Management  Against       Voted - Against
6D  Elect Director Robert M. Sprague                    Management  For           Do Not Vote
6E  Elect Director J. Michael Talbert                   Management  Against       Voted - Against
6E  Elect Director J. Michael Talbert                   Management  For           Do Not Vote
6F  Elect Director John J. Lipinski                     Shareholder Against       Do Not Vote
6F  Elect Directors John J. Lipinski                    Shareholder For           Voted - Against
6G  Elect Director Jose Maria Alapont                   Shareholder Against       Do Not Vote
6G  Elect Directors Jose Maria Alapont                  Shareholder For           Voted - For
6H  Elect Director Samuel Merksamer                     Shareholder Against       Do Not Vote
6H  Elect Directors Samuel Merksamer                    Shareholder For           Voted - For
7   Appointment Of Ernst & Young LLP as Independent
    Registered Public Accounting Firm for Fiscal Year
    2013 and Reelection of Ernst & Young Ltd, Zurich as
    the Company's Auditor for a Further One-Year Term   Management  For           Do Not Vote
7   Appointment Of Ernst & Young LLP as Independent
    Registered Public Accounting Firm for Fiscal Year
    2013 and Reelection of Ernst & Young Ltd, Zurich as
    the Company's Auditor for a Further One-Year Term   Management  For           Voted - For
8   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                        Management  For           Do Not Vote
8   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                        Management  None          Voted - For


24

                             CLEAR RIVER(SM) FUND
PROPOSAL                                               PROPOSED BY MGT. POSITION REGISTRANT VOTED
TUPPERWARE BRANDS CORPORATION
CUSIP: 899896104 TICKER: TUP
Meeting Date: 24-May-13      Meeting Type: Annual
1.1  Elect Director Catherine A. Bertini               Management  For           Voted - For
1.2  Elect Director Susan M. Cameron                   Management  For           Voted - For
1.3  Elect Director Kriss Cloninger, III               Management  For           Voted - For
1.4  Elect Director E. V. Goings                       Management  For           Voted - For
1.5  Elect Director Joe R. Lee                         Management  For           Voted - For
1.6  Elect Director Angel R. Martinez                  Management  For           Voted - For
1.7  Elect Director Antonio Monteiro de Castro         Management  For           Voted - For
1.8  Elect Director Robert J. Murray                   Management  For           Voted - For
1.9  Elect Director David R. Parker                    Management  For           Voted - For
1.10 Elect Director Joyce M. Roche                     Management  For           Voted - For
1.11 Elect Director M. Anne Szostak                    Management  For           Voted - For
2    Advisory Vote to Ratify Named Executive Officers'
     Compensation                                      Management  For           Voted - Against
3    Ratify Auditors                                   Management  For           Voted - For
UGI CORPORATION
CUSIP: 902681105 TICKER: UGI
Meeting Date: 24-Jan-13      Meeting Type: Annual
1.1  Elect Director Lon R. Greenberg                   Management  For           Voted - For
1.2  Elect Director Marvin O. Schlanger                Management  For           Voted - For
1.3  Elect Director Anne Pol                           Management  For           Voted - For
1.4  Elect Director Ernest E. Jones                    Management  For           Voted - For
1.5  Elect Director John L. Walsh                      Management  For           Voted - For
1.6  Elect Director Roger B. Vincent                   Management  For           Voted - For
1.7  Elect Director M. Shawn Puccio                    Management  For           Voted - For
1.8  Elect Director Richard W. Gochnauer               Management  For           Voted - For
1.9  Elect Director Frank S. Hermance                  Management  For           Voted - For
2    Advisory Vote to Ratify Named Executive Officers'
     Compensation                                      Management  For           Voted - For
3    Approve Omnibus Stock Plan                        Management  For           Voted - For
4    Ratify Auditors                                   Management  For           Voted - For
VODAFONE GROUP PLC
CUSIP: 92857W209 TICKER: VOD
Meeting Date: 23-Jul-13      Meeting Type: Annual
1    Accept Financial Statements and Statutory Reports Management  For           Voted - For
2    Re-elect Gerard Kleisterlee as Director           Management  For           Voted - For
3    Re-elect Vittorio Colao as Director               Management  For           Voted - For


25

                           CLEAR RIVER(SM) FUND
PROPOSAL                                                 PROPOSED BY MGT. POSITION REGISTRANT VOTED
4   Re-elect Andy Halford as Director                    Management  For           Voted - For
5   Re-elect Stephen Pusey as Director                   Management  For           Voted - For
6   Re-elect Renee James as Director                     Management  For           Voted - For
7   Re-elect Alan Jebson as Director                     Management  For           Voted - For
8   Re-elect Samuel Jonah as Director                    Management  For           Voted - For
9   Elect Omid Kordestani as Director                    Management  For           Voted - For
10  Re-elect Nick Land as Director                       Management  For           Voted - For
11  Re-elect Anne Lauvergeon as Director                 Management  For           Voted - For
12  Re-elect Luc Vandevelde as Director                  Management  For           Voted - For
13  Re-elect Anthony Watson as Director                  Management  For           Voted - For
14  Re-elect Philip Yea as Director                      Management  For           Voted - For
15  Approve Final Dividend                               Management  For           Voted - For
16  Approve Remuneration Report                          Management  For           Voted - For
17  Reappoint Deloitte LLP as Auditors                   Management  For           Voted - For
18  Authorise the Audit and Risk Committee to Fix
    Remuneration of Auditors                             Management  For           Voted - For
19  Authorise Issue of Equity with Pre-emptive Rights    Management  For           Voted - For
20  Authorise Issue of Equity without Pre-emptive Rights Management  For           Voted - For
21  Authorise Market Purchase of Ordinary Shares         Management  For           Voted - For
22  Authorise EU Political Donations and Expenditure     Management  For           Voted - For
23  Authorise the Company to Call EGM with Two Weeks'
    Notice                                               Management  For           Voted - For
WAL-MART STORES, INC.
CUSIP: 931142103 TICKER: WMT
Meeting Date: 07-Jun-13    Meeting Type: Annual
1a  Elect Director Aida M. Alvarez                       Management  For           Voted - For
1b  Elect Director James I. Cash, Jr.                    Management  For           Voted - For
1c  Elect Director Roger C. Corbett                      Management  For           Voted - For
1d  Elect Director Douglas N. Daft                       Management  For           Voted - For
1e  Elect Director Michael T. Duke                       Management  For           Voted - Against
1f  Elect Director Timothy P. Flynn                      Management  For           Voted - For
1g  Elect Director Marissa A. Mayer                      Management  For           Voted - For
1h  Elect Director Gregory B. Penner                     Management  For           Voted - For
1i  Elect Director Steven S. Reinemund                   Management  For           Voted - For
1j  Elect Director H. Lee Scott, Jr.                     Management  For           Voted - For
1k  Elect Director Jim C. Walton                         Management  For           Voted - For
1l  Elect Director S. Robson Walton                      Management  For           Voted - Against
1m  Elect Director Christopher J. Williams               Management  For           Voted - Against
1n  Elect Director Linda S. Wolf                         Management  For           Voted - For
2   Ratify Auditors                                      Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                         Management  For           Voted - For
4   Amend Executive Incentive Bonus Plan                 Management  For           Voted - For
5   Amend Bylaws -- Call Special Meetings                Shareholder Against       Voted - For
6   Stock Retention/Holding Period                       Shareholder Against       Voted - For


26

                        CLEAR RIVER(SM) FUND
PROPOSAL                                              PROPOSED BY MGT. POSITION REGISTRANT VOTED
7   Require Independent Board Chairman                Shareholder Against       Voted - For
8   Disclosure of Recoupment Activity from Senior
    Officers                                          Shareholder Against       Voted - For
WASTE MANAGEMENT, INC.
CUSIP: 94106L109 TICKER: WM
Meeting Date: 10-May-13 Meeting Type: Annual
1a  Elect Director Bradbury H. Anderson               Management  For           Voted - For
1b  Elect Director Frank M. Clark, Jr.                Management  For           Voted - For
1c  Elect Director Patrick W. Gross                   Management  For           Voted - For
1d  Elect Director Victoria M. Holt                   Management  For           Voted - For
1e  Elect Director John C. Pope                       Management  For           Voted - For
1f  Elect Director W. Robert Reum                     Management  For           Voted - For
1g  Elect Director David P. Steiner                   Management  For           Voted - For
1h  Elect Director Thomas H. Weidemeyer               Management  For           Voted - For
2   Ratify Auditors                                   Management  For           Voted - For
3   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
4   Stock Retention                                   Shareholder Against       Voted - For
5   Report on Political Contributions                 Shareholder Against       Voted - For
6   Adopt Compensation Benchmarking Policy            Shareholder Against       Voted - For
WEX INC.
CUSIP: 96208T104 TICKER: WEX
Meeting Date: 17-May-13 Meeting Type: Annual
1.1 Elect Director Shikhar Ghosh                      Management  For           Voted - For
1.2 Elect Director Kirk P. Pond                       Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Ratify Auditors                                   Management  For           Voted - For
ZEBRA TECHNOLOGIES CORPORATION
CUSIP: 989207105 TICKER: ZBRA
Meeting Date: 16-May-13 Meeting Type: Annual
1.1 Elect Director Gerhard Cless                      Management  For           Voted - For
1.2 Elect Director Michael A. Smith                   Management  For           Voted - For
2   Advisory Vote to Ratify Named Executive Officers'
    Compensation                                      Management  For           Voted - For
3   Ratify Auditors                                   Management  For           Voted - For


27


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.

THE ADVISORS' INNER CIRCLE FUND II

By: /s/ Michael Beattie President

Date: August 30, 2013

28
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