MetLife Investment Management Regulatory Disclosures MetLife Investment Management Europe Limited Strategy for the Exercise of Voting Rights

Strategy for the Exercise of Voting Rights

Introduction

MetLife Investment Management Europe Limited (“MIM Europe” or the “Company”) is authorised by the Central Bank of Ireland (the “Central Bank”) as:

(a) a management company (a “UCITS ManCo”) pursuant to UCITS Regulations, to carry on the business of managing UCITS in the form of unit trusts, common contractual funds, ICAVs or investment companies (or any combination thereof); and 

(b) an AIFM pursuant to the AIFM Regulations, to carry on the activities of acting as AIFM to alternative investment funds and those additional activities compromising: 

i. individual portfolio management (“IPM”);
ii. investment advice; and
iii. receipt and transmission of orders pursuant to Regulation 7(4)(a), (b)(i) and (b)(iii) of the AIFM Regulations

(authorisation as a UCITS ManCo and AIFM together referred to herein as a “Super ManCo”). 

In accordance with its obligations under S.I. No. 352/2011 - European Communities
(Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (as amended) (the “UCITS Regulations”), and Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision ("AIFMD Level II”), the Company has established and implemented this Strategy for the Exercise of Voting Rights (the “Policy” or the “Strategy”). 

The Company will ensure that it maintains adequate and effective strategies for determining when and how any voting rights attached to securities held in the AIF and UCITS portfolios (the “Funds”) it manages are to be exercised, to the exclusive benefit of the Funds concerned and their investors.

The Company will ensure that it has an appropriate framework of controls in place to achieve the following objectives:

(a) monitoring relevant corporate actions;
(b) ensuring that the exercise of voting rights is in accordance with the investment objectives and policy of the relevant Funds; 
(c) preventing or managing any conflicts of interest arising from the exercise of voting rights.

The Company makes available a summary description of its Strategy on its web pages. Details of the actions (if any) taken on the basis of its Strategy shall be made available to the investors on request.

Where the Company provides IPM services to segregated mandates, the Company’s obligations concerning the exercise of voting rights will be determined by the duties and responsibilities negotiated in an investment management agreement on a client-by-client basis.

Business Model and Investment Strategies

MIM Europe is an institutional investor focused, non-complex management company with limited activities. It is a wholly owned indirect subsidiary of MetLife, Inc. (including the wider group, “MetLife”), a company domiciled in the United States of America. MetLife was founded in 1868 and, through its subsidiaries and affiliates, is one of the largest life insurance companies in the world and a global provider of annuities, employee benefits, and asset management. MetLife, Inc. is publicly owned and is traded on the New York Stock Exchange under the ticker MET (NYSE: MET).

MetLife Investment Management (“MIM”), MetLife’s third-party investment management business, is responsible for providing investment management services to its affiliated insurance company entities and to unaffiliated financial institutions via segregated managed accounts and funds. As of 31 March 2023, MIM had a total of approximately USD 592.6 billion in combined assets under management (“AUM”) for affiliated companies and unaffiliated financial institutions. MIM currently comprises seven registered investment advisors globally, including MIM Europe, which was authorised on 11 April 2022.

As part of its business model, MIM Europe retains the core AIFM and UCITS ManCo functions of risk management and will delegate the portfolio management services to asset sector and strategy specialist portfolio managers within MIM Europe’s affiliate investment advisors, in particular to MetLife Investment Management LLC (“MIM LLC”), and also MetLife Investment Management Limited (“MIML”) in the future.

The Company currently manages strategies in the public fixed income asset class the securities of which, unlike equities, rarely carry voting rights. The Company also provide investment advice with respect to a private debt mandate. The Company does not expect to manage securities carrying voting rights (listed or unlisted) in the immediate future however it is possible that it will do so in due course. In this regard, the Company has separately published the following current position statement on its webpages:

Statement in Relation to the Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of longterm shareholder engagement (the “Shareholder Rights Directive II” or “SRD II”).

https://investments.metlife.com/regulatory-disclosures/metlife-investment-management-europe-limited/

Should the Company manage Private Equity AIFs in the future, the Company will ensure it has adequate and effective arrangements in place to comply with regulations 27, 28 and 31 of S.I. No. 257/2013 - European Union (Alternative Investment Fund Managers) Regulations 2013.

Delegation and Oversight Activities

Notwithstanding the foregoing, the Company has authorised the appointed delegate investment manager (currently MIM LLC) to vote any securities held in the Funds in accordance with MIM LLC’s proxy voting policies in effect from time to time.

This includes authorisation to monitor and exercise the rights, options, warrants, conversion privileges, redemption privileges and the tender of securities (collectively, “Corporate Actions”) held in the Funds. The Company shall cause all proxy, Corporate Action materials and related communications received by it or on its behalf to be delivered to MIM LLC on a timely basis.

In this regard, the Company has reviewed and approved the Proxy Voting Policy of its appointed delegate investment manager as fit for purpose and adequate for its needs.

MIM, LLC has adopted proxy voting guidelines (the “Guidelines”) that set forth how MIM, LLC plans to vote on specific matters presented for shareholder vote. These Guidelines are periodically reviewed and updated by MIM, LLC’s Proxy Voting Committee (the “Proxy Committee”) and maintained by the Proxy Committee. The Guidelines are intended to address most material conflicts of interest. MIM, LLC, however, reserves the right to override the Guidelines (an “Override”) with respect to a particular shareholder vote when an Override is consistent with the guiding principle of seeking the maximization of economic value to clients, taking into consideration all relevant facts and circumstances at the time of the vote.

The Company will exercise ongoing oversight on the delegate’s exercise of its duties concerning the exercise of voting rights and the management of conflicts of interest via receipt of periodic reports, escalations and sample monitoring and testing. The Designated Person for Regulatory Compliance will report to the Board of Directors of the Company in relation to the ongoing adequacy and effectiveness of the arrangements in place to ensure the voting rights are exercised in the interests of the Funds / Clients and their investors.