Shareholder Engagement Policy Fisher Investments Europe Limited
(the "Policy")

[April 2020}


1. Introduction

1.1 Article 3g of Directive2017/828/EU (the amended Shareholder Rights Directive, or “SRD II”) requires institutional investors and asset managers to develop and publicly disclose an engagement policy that describes how they integrate shareholder engagement into their investment strategy.

1.2 In compliance with the requirements of SRD II, Fisher Investments Europe Limited (“FIE”) has put in place and made publicly accessible this Policy describing how it, and its affiliates, integrates shareholder engagement into its investment strategy.

1.3 FIE delegates its portfolio management services, as well as other services covered by this Policy, to its parent company, Fisher Asset Management, LLC, trading as Fisher Investments (“FI”), subject to FIE’s oversight. FIE and its affiliates, including FI, are referred to as “we” below.

1.4 This Policy describes how we, on behalf of FIE’s clients:

      1. monitor investee companies on relevant matters (including strategy, financial and non-financial performance and risk, capital structure, social and environmental impact and corporate governance);
      2. conduct dialogue with investee companies;
      3. exercise voting rights and other rights attached to shares of investee companies;
      4. co-operate with other shareholders;
      5. communicate with relevant stakeholders of the investee companies; and
      6. manage actual and potential conflicts of interests in relation to such engagements.

2. Scope

2.1 Consistent with the scope of SRD II, this policy relates to our management of FIE’s client accounts which invest in shares with a listing on an European Economic Area (“EEA”) market or on a comparable market outside the EEA.

3. How we engage

3.1 Our approach to shareholder engagement

      1. We engage with companies as part of its fundamental analysis and to clarify or express concerns over potential environmental, social and governance (“ESG”) issues at the firm or industry level. We also engage with company management on proxy voting issues, particularly when Institutional Shareholder Services, Inc. (“ISS”) is in disagreement with company management. We hold meetings with management as necessary to discuss pertinent issues we feel are critical to analysing the company or better understanding peers or relevant industry factors. Information uncovered during engagement as part of our fundamental analysis can impact our investment decisions and stock determinations. Depending on the issue, the Investment Policy Committee (“IPC”) may engage in additional meetings with company management, intervene in concert with other institutions on the issue or meet with appropriate members of a company’s board.
      2. We frequently engage companies on ESG issues. Our Investor Responsibility and Engagement team and our research analysts work together to identify ESG risks and opportunities and conduct engagement. We begin with a top down sector-based materiality assessment to generate a focused list of potential engagement opportunities. The list is further vetted based on bottom up company research. Engagement is also considered when: MSCI’s ESG rating service (which measures a company’s resilience to long-term, financially relevant ESG risks identified by MSCI relative to the ESG standards and performance of such company’s industry peers) downgrades a holding to CCC (the lowest rating MSCI’s ESG rating service can give); a holding is assigned an MSCI red flag (severe controversy); we decide against buying a security in an ESG portfolio for ESG-related reasons; a holding no longer complies with our ESG screens; we seek to learn more about an upcoming proxy vote; the company has material environment, social and/or governance issues; or at the request of a client. To encourage a real-time, active engagement dialogue, we prefer either a phone call or in-person meeting with the company.

3.2 Monitoring of companies

      1. Our research analysts monitor holdings on an ongoing basis and may seek engagement in response when MSCI ESG’s rating service downgrades a holding to CCC, or when a holding is assigned an MSCI red flag (severe controversy).

3.3 Dialogue with investee companies

      1. Our experience shows stewardship concerns are usually best resolved by direct, confidential contact with company officials—whether at the board or management level. Escalating an issue beyond that point depends on the materiality of the issue, the company’s responses to past communications and whether we believe such engagement is in our clients’ best interests. To encourage a real-time, active engagement dialogue, we prefer either a phone call or in-person meeting with the company.

3.4 How we exercise voting rights

      1. We utilize ISS as our third-party proxy service provider. ISS is one of the largest providers of corporate governance solutions with services including objective governance research and analysis, proxy voting and distribution solutions. When we vote proxies for clients, we evaluate issues and vote in accordance with what we believe will most likely increase shareholder value, unless otherwise expressly directed by clients. We frequently engage with company management on proxy voting issues, particularly where ISS is in disagreement with management.
      2. Our Voting Rights and Corporate Actions Policy is available on request.

3.5 How we co-operate with other shareholders

      1. Consistent with the investment strategies we have implemented for FIE’s clients and the associated investment management agreements, we generally engage companies on an individual basis. However, there may be circumstances where, consistent with the investment strategy and our policy of seeking to preserve or enhance the value of our investment in the company, it is appropriate for us to lead or participate in initiatives collectively with other investors in the company with a view to effecting change in the company that is the best interests of our investors.
      2. Currently, we participate in the following collaborative responsible investment initiatives:
        1. FI is a signatory to the Climate Action 100+ and co-leads engagement with a large oil & gas producer.
        2. FI is a CDP signatory and is participating in CDP’s 2020 non-disclosure campaign. FI is engaging 61 companies across the globe (including some that are based in the EU) and is the lead investor in 22 of these engagements.
        3. FI is a member of the Ceres Investor network and is currently participating in several working groups, which is likely to lead to additional engagement opportunities.
        4. A member of our Investment Policy Committee served on the Principles for Responsible Investment (PRI)'s Working Group, “Sustainable Development Goals in Active Ownership.”

3.6 Communication with relevant stakeholders

        1. FI discloses its ESG Policy Statement and its ESG Engagement Policy on its website. Periodic engagement updates are also published in the Quarterly Engagement Report, the annual Proxy Voting Report, and the semi-annual ESG Perspectives newsletter. FIE clients may receive copies of these reports, and may also receive ad-hoc engagement reports that are specific to their portfolio(s).

3.7 Conflicts of Interest

      1. Our Conflicts of Interest Policy is available on request.
      2. As a fiduciary, we seek to place the interests of our clients first and to avoid conflicts of interest, including those arising from voting or engagement activities. Ethics and integrity are the bedrock on which the rest of our business is built. We actively seek to avoid situations involving potential conflicts of interest by closely monitoring business practices and reminding employees of their fiduciary responsibilities both when they join the firm and through annual compliance training.

4. Availability of this Policy and Disclosure on how we engage

4.1 The latest version of this Policy shall be available on our website.

4.2 We will annually disclose how this Policy has been implemented including a general description of voting behaviour, an explanation of the most significant votes that we have cast in the general meetings of investee companies in which we hold shares and, if relevant, the use of the services of proxy advisors. Votes in investee companies which are considered insignificant because of the subject matter of the vote or the size of the holding in the investee company concerned, will not be disclosed.

4.3 If in any given year, we decide not to publicly disclose how this Policy has been implemented, we will publicly disclose a clear and reasoned explanation of why we have chosen not to comply with this requirement.

5. Responsibility

5.1 The board of directors of FIE (the “Board”) has overall responsibility for ensuring this Policy complies with legal obligations under SRD II.

5.2 FIE’s compliance officer has primary and day-to-day responsibility for the implementation of this Policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in adhering to the Policy.

6. Review of the Policy

6.1 This Policy will be reviewed, updated and approved by the Board on at least an annual basis, as set out in FIE's compliance calendar.

6.2 Any material changes made to the Policy throughout the year will be approved by the Board.