Bermuda 2019 Special Report

FEATURING Bermuda Stock Exchange (BSX) // Carey Olsen // Estera // Kane Group // Walkers Bermuda

CONTENTS

Legal 06 SETTING UP A TOKENISED FUND IN BERMUDA Sarah Demerling and Natalie Neto, of Walkers Bermuda, outline the process of enacting and maintaining a tokenised fund in Bermuda

Stock exchange 09 RESPONSIBLE INVESTING GAINING MOMENTUM Greg Wojciechowski, of the Bermuda Stock Exchange (BSX), gives thought to the rise in relevance of ESG initiatives for investors

Legal 11 NEW ORDER: (ECONOMIC) SUBSTANCE AND THE BERMUDA FUNDS INDUSTRY Adam Bathgate, of Carey Olsen, assesses the shifting face of economic substance requirements in Bermuda

Administration/fund services 14 CRYPTOCURRENCY – AN ASSET CLASS IN THE MAKING Alain Fournier, of Kane Group, explores the asset potential of the cryptocurrencies market and discusses how recent legislative developments in Bermuda are helping to create a conducive fund environment

Financial services 16 BERMUDA’S ENHANCED REGULATORY LANDSCAPE Alison Dyer-Fagundo, of Estera, takes a look at Bermuda’s enhanced regulatory landscape in the age of economic substance

BERMUDA 2019 HFM.GLOBAL 03 Business-ready legal minds

Carey Olsen’s team of experienced lawyers are experts in Bermuda law and To find out more, contact: regulation. Our investment funds specialists advise fund managers, investment and private banks, institutional investors, boutique investment firms, insurance groups, Mary V. Ward pension funds, private equity houses and trust companies. We advise hedge funds, Partner private equity funds, venture capital funds, ILS funds, credit and debt funds, clean D +1 441 542 4507 tech funds, real estate funds, retail and listed funds and infrastructure funds. E [email protected] With a network of offices spanning the world’s leading financial centres, we offer a Adam Bathgate broader perspective that is founded on a unique mix of legal insight, commercial Counsel understanding and a global view. D +1 441 542 4511 E [email protected] Carey Olsen Bermuda Limited is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. The use of the title “Partner” is merely to denote seniority. Services are provided on the basis of our current terms of business, which can be viewed at: www. careyolsen.com/terms-business.

OFFSHORE LAW SPECIALISTS

BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS GUERNSEY JERSEY CAPE TOWN HONG KONG LONDON SINGAPORE careyolsen.com CONTENTS

Bolstering Bermuda’s funds industry

his HFM Bermuda 2019 special report provides an update on the key trends, legislative updates and initiatives under- LONDON T One London Wall way within the fund domicile. London, EC2Y 5EA T +44 (0) 20 7832 6500 Bermuda continues to be a conducive environment for tech offer- NEW YORK ings. With its amenable regulator, fintech sandbox, and nurturing of 41 Madison Avenue 20th Floor tokenised funds and distributed ledger technology (blockchain), the New York, NY 10010 T +1 646 891 2110 island continues to attract fund managers who want to be at the EDITORIAL leading edge of the industry. REPORT EDITOR Ross Law The differences between establishing and maintaining a fund of T: +44 (0)207 832 6535 this type are just one point of discussion throughout. [email protected] Keen to make Bermuda an HFMWEEK EDITOR Matt Smith even more viable destination T: +44 (0)207 832 6627 The island continues to aract [email protected] for funds business, Bermuda's HEAD OF PRODUCTION Economic Substance Act 2018 fund managers who want to Claudia Honerjager has changed the parameters be at the leading edge of the SUB-EDITORS Alice Burton, Charlotte Sayers, for demonstrating economic industry Luke Tuchscherer substance, and depending on COMMERCIAL ASSOCIATE PUBLISHER their strategies and fund types, Lucy Churchill T: +44 (0)20 7832 6615 what edicts managers must take heed of. [email protected] Bermuda’s solvency II equivalency, however, should streamline any HEAD OF NORTH AMERICA new obligations for most, as long as they adhere to some straight- Tara Nolan +1 (646) 335 3438 forward precepts regarding personnel and on-island activity. [email protected] ESG is a focus for the Bermuda Stock Exchange (BSX) this year, SENIOR PUBLISHING ACCOUNT MANAGER which is giving thought to the rising importance of ESG investing, David Butroid T: +44 (0)207 832 6613 greener initiatives, and how the regulator is facilitating such change [email protected] within Bermuda’s funds industry ecosystem. PUBLISHING ACCOUNT MANAGERS Victoria Bennis This report will leave readers with a keen sense of the main issues T: +44 (0)207 832 6615 [email protected] and developments within one of the world’s most forward-looking Sigita Gravere fund jurisdictions. T: +44 (0)207 832 6631 [email protected]

Ross Law THE MEMBERSHIP TEAM +44 (0)20 7832 6511 Report editor [email protected]

CIRCULATION MANAGER Fay Oborne T: +44 (0)20 7832 6524 [email protected]

CEO Charlie Kerr

HFMWeek is published weekly by Pageant Media Ltd ISSN 1748-5894

Printed by The Manson Group

BERMUDA 2019 HFM.GLOBAL 05 LEGAL

Setting up a tokenised fund in Bermuda

Sarah Demerling and Natalie Neto, of Walkers Bermuda, outline the process of enacting and maintaining a tokenised fund in Bermuda

magine a world where Sarah Demerling interests in a fund which represent Walkers asset management the underlying assets, versus more I transactions and con- Sarah Demerling specialises in funds and investment services, insurance linked secu- traditional interests such as shares, tracts are maintained in rities, regulatory compliance (including fintech) and mergers and acquisitions. De- units or partnership interests. Ber- merling has extensive experience providing advice to US, Canadian and UK lawyers, a decentralised form across different major investment managers, banks, insurers, reinsurers and principals on all aspects muda does not regulate funds which of Bermuda corporate law, most notably in the asset management and investment locations using distributed ledger funds industry as well as the convergence of insurance and financial markets. simply hold digital assets within technology (blockchain), all informa- their portfolio, although depending tion securely and accurately stored on the nature and level of the digital Natalie Neto using cryptography and accessed Walkers assets business activity conducted using keys and cryptographic signa- by the fund or the fund manager, Natalie Neto advises fintech clients and investors on Bermuda's evolving ICO leg- tures. This would allow subscriptions islation and blockchain and digital asset framework, including the establishment, consideration should also be given and redemptions to be processed by licensing and compliance obligations of digital asset businesses. Neto also advises to whether a licence for such activity on private equity investments, debt and equity capital markets transactions, way of smart contracts and investor banking and finance matters and has a wide depth of knowledge with respect to is required under DABA. complex restructuring projects involving Bermuda companies, LLCs and partner- reporting being available in real time ships, including redomiciliations. Tokenised funds may be caught by leading to greater transparency, bet- the Token Offering Legislation if the ter efficiencies and lower fees. These regulation of token offerings and fund is considered to be offering digi- days, it feels that such a transforma- digital assets business activities in tal assets for purchase or acquisition tion is not so far away. Bermuda. by the public. The term digital asset The Bermuda Government un- This framework provides a unique is very broadly defined and covers derstands the power and disruptive environment that prioritises regula- anything that exists in binary format potential of this technology and has tory certainty, investor confidence and comes with the right to use it identified an opportunity to be a and compliance with internal know and includes a digital representation pioneer in this space. Bermuda has your customer and anti-money laun- of value that is: leveraged its significant expertise in dering and anti-terrorist financing • used as a medium of exchange, regulatory management under the and sanctions compliance (AML/ATF) unit of account or store of value supervisory oversight of the Bermu- regulations. These benefits of cer- (other than fiat currency) da Monetary Authority (BMA), Ber- tainty and stability are attracting the • intended to represent assets muda's sole financial services reg- best structured fintech companies such as debt or equity in the ulator and during 2018 introduced and funds which are becoming part promoter cutting edge digital asset business of the Bermuda fintech ecosystem. • otherwise intended to represent legislation 2018 (known as DABA) any assets or rights associated together with amendments to the Tokenised funds with such assets Companies Act, 1981 and related This article will consider the use of • intended to provide access to an token offering regulations to cre- a Bermuda fund structure to ena- application, service or product ate a statutory framework for the ble investors to acquire tokenised by means of blockchain.

06 HFM.GLOBAL BERMUDA 2019 LEGAL

This would therefore capture most • any rights or restrictions on the Bermuda exempted company or LLC. forms of issue or offering by a fund of digital assets being offered • Open-ended: This structure is interests in the fund that are intend- • timings of opening and clos- more common for those managed to be represented in tokenised or ing of the offering of the digital ers looking to pursue an invest- digital asset form. assets ment strategy which focuses • a general prescribed token offer- on trading in cryptocurrencies Exemptions ing risk warning or other forms of digital assets. The Token Offering Legislation ap- • a statement as to how personal These strategies tend to be more plies to token offerings that are information will be used. liquid in nature and investors made available to more than 35 in- are able to redeem their invest- vestors but exempts private token Ongoing obligations ment at their own initiative. offerings with fewer investors. Of- The Token Offering Legislation re- These structures are therefore fers which are of a private character quires that the company or LLC has open-ended and similar to a or which are restricted to persons in place appropriate measures to traditional hedge fund. As a re- whose ordinary business involves comply with applicable AML/ATF re- sult, pursuant to the Investment the acquisition, disposal or holding quirements. The Token Offering Leg- Funds Act need to be registered of digital assets are also out of scope. islation sets out those actions that or authorised with the BMA as ei- would be deemed to be ‘appropriate ther a private fund (less than 20 Do I need to establish a Bermu- measures’ for these purposes, the investors) or a professional fund da company to issue tokenised required timing for identification and (open to qualified participants fund interests? verification of participants, record and having prescribed service No person is allowed to issue an in- keeping and requirements concern- providers) or authorised, most itial token offering in or from with- ing an internal compliance audit. commonly, as an institutional in Bermuda unless that person is fund (qualified participants and a Bermuda company or LLC that Tokenised and conventional prescribed service providers). is registered with the Registrar of ﬁat hedge funds similarities • Closed-ended: This structure is Companies (ROC) in Bermuda. Before There are many similarities when more common for those manag- a company or LLC can commence a setting up any fund. Be it tokenised ers looking to pursue an invest- token offering, the consent of the or traditional, service provider dili- ment strategy which focuses on Bermuda Minister of Finance (Minis- gence is key. You need to work with long-term investments in digital ter) is required. knowledgeable partners (auditor, at- asset start-ups or projects. These torney and administrator). strategies tend to be illiquid in Process of conducting a token As with any investment fund, nature and investors are una- oﬀering structuring your fund in the most ble to redeem their investment A tokenised fund that proposes to favourable manner is of utmost im- without the manager's consent. launch a token offering in Bermuda portance. If any of the investors are Closed-ended funds do not cur- must publish and file an offer doc- located outside of the US and/or rently need to be registered with ument (often based on the White are US tax exempt, offshore jurisdic- the BMA. Paper). The offer document does tions, such as Bermuda, often form not need to be filed where the digi- part of the fund structure. Carefully Service providers tal assets are listed on an appointed describing the fund's strategy and In general, a Bermuda fund will need stock or digital asset exchange if the paying close attention to disclo- an investment manager, a fund ad- rules of the relevant exchange do sures, making sure they are draft- ministrator, a registrar, an auditor not require it to be filed or, generally, ed broadly enough to evolve with and a custodian or prime broker, un- where the company or LLC is subject the asset class is key. Consideration less an exemption is available and to the rules of a competent regulato- needs to be given to the liquidity of approved by the BMA. It is not nec- ry which does not require filing. the fund and side pockets for illiquid essary to appoint a local director but The contents of the offer docu- investments serve as well in the dig- the fund will need to have at least ment must include the following: ital asset universe as they do in the one local service provider, which can • the registered or principal office fiat world. be the corporate service provider of the promoter Differences include the challenge that provides the registered office in • the officers of the promoter of finding a suitable custodian to Bermuda. • the proposed business of the hold any digital assets securely and entity in compliance with Bermuda DABA Summary • a description of the project and requirements (if applicable) and get- With regulatory certainty and a proposed timelines ting auditors comfortable to verify government that is constantly very • the amount of money equiva- the existence and valuation of digi- actively working to facilitate fund lent the token offering intends tal assets. structuring and investment in digital to raise assets, Bermuda is once again show- • the allocation of the amounts in- Tokenised fund structures ing its ability to innovate and be- tended to be raised amongst the A tokenised fund can be established come a market leader in this trans- classes of issuance as an open-ended or closed-ended formative space.

BERMUDA 2019 HFM.GLOBAL 07 Fund Administration – Flexible, Global Solutions

An independent provider of fund administration services to the offshore and domestic hedge fund and investment fund industry

Bermuda Cayman Europe Middle East US

We offer administrative services for a range of fund structures, including hedge funds, fund-of- funds, private equity funds, Insurance-Linked Securities funds, and crypto asset funds. Our solutions are based on a ﬂexible, cost-effective, secure, scalable model which ensures we can accommodate all levels of administration requirements.

Full service IMS NAV system • Our administration services span ﬁve priority areas: • All aspects of our fund administration services, including trade capture, cash processing and • Portfolio accounting and net asset valuation services reconciliation, and regulatory compliance functions, • Regulatory services are integrated into our leading-edge, proprietary IMS • Registrar and shareholder services NAV system • Tax information services • The system provides both the front-end, customer- • Financial statement preparation facing platform as well as the back-end, information processing capabilities • Services extend from assistance and support on the initial structuring and set-up of the fund, through to • Net asset value reporting is available on a daily, timely and accurate end-to-end fund administration weekly, monthly or other custom basis

Nar Almeida John Uprichard Alain Fournier MD Sales & Marketing, Deputy CEO CEO Head of Fund Administration T: +1 443 829 2185 M: +971 (0)50 478 4780 T: +1 441 248 6835 E: [email protected] E: [email protected] E: [email protected]

www.kane-lpi.com

FUND ADMINISTRATION THIRD-PARTY ADMINISTRATION

Kane LPI Solutions Limited is licensed by the Bermuda Monetary Authority under the Investment Funds Act 2006 and under the Corporate Service Provider Business Act 2012. STOCK EXCHANGE

Responsible investing gaining momentum

Greg Wojciechowski, of the Bermuda Stock Exchange (BSX), gives thought to the rise in relevance of ESG initiatives for investors

How is the BSX embracing this Greg Wojciechowski supports a number of non-profit or- Qshi in investor appetite for BSX ganisations, principally Synchronicity ESG considerations? Earth, a registered charity that sup- Prior to joining the BSX in 1993, Greg Wojciechowski held management positions at Earlier this year the Bermuda three large US brokerage firms where he focused on brokerage administration and ports the conservation of biodiver- A operations in international and global markets. Wojciechowski received a bachelor Stock Exchange (BSX) launched of arts degree from the University of North Carolina in Charlotte. He studied Inter- sity, ecosystems and species at risk an environmental, social and gov- national Business at The University of Copenhagen under Denmark's international around the world. To date, Aurum’s studies programme and has studied French and international relations at the ernance (ESG) initiative in line with Universite D'Aix-Marseille in Aix-en-Provence France. embedded impact solution has gen- the World Federation of Exchanges’ erated approximately $8.5m for over sustainability principles (WFE) and is companies and $70.2trn in equity 70 organisations in 40 countries. dedicating ESG as a priority in 2019 market capitalisation, the WFE mem- The BSX is a leading market for the with the aim to empower sustainable bers have the size and bandwidth to listing of investment funds, debt and and responsible growth for its mem- effect real change in all aspects of insurance-related securities, as well ber companies, listings and the wider ESG. as those of small to medium enter- community. At the BSX, we are committed to prise companies. The Exchange’s sig- The BSX has embraced the WFE’s encouraging partnerships and adop- nificant growth over the past several five sustainability principles: to ed- tion of best practices in responsible years is due in large part to its inno- ucate participants in the exchange investment for sustainable develop- vative and commercial approach. ecosystem about the importance of ment. While we are formalising an For instance, the BSX is able to offer sustainability issues; promote the action plan to develop a sustainable listed issuers speed to market, with enhanced availability of investor- exchange, we are bolstered by the many listings taking as little as two relevant, decision-useful ESG infor- fact that Bermuda has long been the weeks to complete. mation; actively engage with stake- home to early adopters of innovative The BSX works with the Bermuda holders to advance the sustainable solutions to natural catastrophe risk Monetary Authority (BMA) and Ber- finance agenda; provide markets and enhancing resilience and mitigating muda Business Development Agen- products that support the scaling-up risk exposure throughout the globe. cy (BDA) to ensure Bermuda’s stellar of sustainable finance and reorienta- reputation as a world-class centre for tion of financial flows; and establish What listings on the BSX are excellence is constantly and consist- effective internal governance and QESG-compliant and what can ently enhanced through regulation, operational processes and policies to the BSX oﬀer the hedge fund mar- collaboration and innovation. support their sustainability efforts. ket in this arena? Stock exchanges are at the inter- The BSX has carried out a review What makes investing in the section between capital market par- Aof our listings and many entities Qreinsurance and insurance- ticipants and their increasing respon- are already active or moving towards linked securities (ILS) markets sibility to ensure business practices making ESG part of their business ESG-compliant? are geared toward positive environ- model. The BSX is the world’s leading mental, social and governance prac- For example, Aurum, a Bermuda- Aexchange for the listing of ILS tices making them ideally positioned based manager with a number of which are acknowledged as sustain- to assist and improve performance on BSX-listed hedge funds, launched able development investments. Ber- ESG disclosure, so that participants their embedded impact solution in muda issuance leads the world in this are better able to benefit from the 2002, which provides investors with sector and of the 950 securities listed ever-increasing flow of investment an opportunity to both make invest- on the BSX, ILS comprises 349 listed being directed towards the sustain- ment returns and also make a differ- issuers with $33.2bn in market capi- able economy. With 250 market in- ence through positive impact. The tal outstanding. As investors look to frastructure providers, 48,000 listed advisory fee generated from the fund grow their holdings in asset classes

BERMUDA 2019 HFM.GLOBAL 09 STOCK EXCHANGE

linked to social and responsible in- exposure through its effective, re- for the creation of innovative listed vestments, this creates an increased liable infrastructure and resilient structures. The Bermuda Stock Ex- pool of investors in these securities building codes. Bermuda hosted the change is also ‘greening’ our Hamil- which are helping to narrow the Ocean Risk Summit last year with ton headquarters and taking steps “protection gap” which are unin- collaboration of business, including to improve energy efficiency, cutting sured and underinsured risks. Aurum, one of the BSX’s listed issu- down on waste, recycling and adopt- Pension fund investors from sev- ers I mentioned earlier, government ing a greener footprint. eral jurisdictions have highlighted and scientists to discuss responses the social and environmental as- to unprecedented changes occur- What are some of your chal- pect of ILS and catastrophe bonds as ring in the ocean. Q lenges and what does the fu- they provide financing and liquidity In June, Bermuda signed an agree- ture hold for the BSX related to when natural disasters strike. ILS, ment with globally recognised in- ESG? a non-correlated asset class, is also stitutions to create the Bermuda One of the challenges is the lack recognised as being a sustainable Ocean Prosperity Programme, which A of a consistent global standard investment according to the Unit- aims to establish a 90,000 sq km for ESG ratings. However, this issue ed Nations’ Sustainable Develop- Marine Protected Area (MPA) as part is being worked on. In the WFE’s ment Goals (SDGs) by helping build of the Bermuda Government’s Blue 2018 Sustainability Report, 80% of resilience to disasters and climate Economy initiative. exchanges carried out ESG disclo- change. As a leader in ILS, Bermuda sure in markets where reporting is will play an increasingly important In the next few years ESG ratings encouraged or required. role in assisting communities around will be as important as ﬁnancial Clear reporting according to the world to adapt and recover from standardised criteria will be a big natural disasters, a changing climate considerations for investors benefit to investors, exchanges and and the resulting impact on vulnera- listed issuers. This will require a co- ble communities. Many of the BSX’s ordinated effort from all stakehold- listings, especially in the ILS sector, ers but progress is certainly being are well advanced in developing Established in 1997, Bermuda- made. In the next few years ESG rat- products that move the sustainable based Nephila Capital is one of the ings will be as important as financial finance agenda forward. earliest adopters and largest in- considerations for investors. Forward-thinking ILS fund manag- vestment managers specialising in We are also increasing efforts ers, hedge funds and asset managers reinsurance risk. Two years ago they to help educate the market on the based in Bermuda embraced ESG a launched Nephila Climate, which in options available to investors in long time ago; they have cemented June 2019, issued a special report Bermuda and through the BSX – in- credentials, impressive track records on using risk transfer to achieve vestments that are helping miti- and remain committed to a high-im- climate change resilience. The re- gate, solve and prevent some of the pact sustainable agenda. port concluded: “As climate change biggest environmental, social and As an example of the growing drives more interest in mitigating governance issues of our time. Cur- acceptance of reinsurance and ILS and hedging growing risk exposure, rent and future generations are de- structures, at the end of May 2019, and as word gets out how indus- manding to know more about their the California Legislature approved tries like electric power, agriculture, investments and directing them to- a bill that allows the purchase of re- and renewable energy have hedged wards ESG-focused companies and insurance and ILS to cover wildfires weather risks in a productive way investments. and other natural disasters such as for over a decade, it is a reasonable In 2006, when the UN-backed floods and earthquakes in the state. hope and expectation that Weather Principles for Responsible Invest- In the last few years, California has Risk Transfer and catastrophe cover- ment (PRI) was launched, 63 invest- been hit by some of their worst wild- age can be successfully and cost-ef- ment companies (asset owners, as- fires ever and as of April 2019, losses fectively used for climate change set managers, and service providers) had surpassed $12bn. adaptation by a wide range of public with $6.5trn in AuM signed a com- It is clear that as the market and private organisations.” mitment to incorporate ESG issues evolves, and investors become more The BSX is also working to edu- into their investment decisions. By comfortable using ILS structures cate our stakeholders – our member April 2018, the number of signato- to mitigate risks, this market will companies, and our local population ries had grown to 1,715 and repre- only increase in offering protection on the importance of ESG and how it sented $81.7trn in AuM. against climate change related nat- impacts their lives now and increas- What is clear is that the capi- ural catastrophes across the globe. ingly in the future. tal markets will have a hugely im- We believe Bermuda is unique- portant role in mitigating climate What other ESG initiatives are ly positioned to enhance dialogue change, improving the social con- Qhappening in Bermuda and how on promoting sustainable products ditions for billions of people around is the BSX involved? and services as a respected and de- the world and demanding improved Bermuda is susceptible to natu- pendable jurisdiction recognised for governance from corporations. A ral disasters such as hurricanes, our corporate governance, solvency The BSX is proud to be at the fore- and is no stranger to protecting standards and effective regulation front of this investor revolution.

10 HFM.GLOBAL BERMUDA 2019 LEGAL

New order: (Economic) substance and the Bermuda funds industry

Adam Bathgate, of Carey Olsen, assesses the shifting face of economic substance requirements in Bermuda

ermuda was one of Adam Bathgate or an overseas partnership that has several international Carey Olsen elected, or elects, to have separate financial centres to en- legal personality under the Partner- B Adam Bathgate advises on all aspects of Bermuda corporate law. His particular act economic substance specialisms lie in debt finance transactions, the formation and maintenance of ship Act 1902. Most Bermuda fund investment funds and the fintech sector. In the funds sphere, Bathgate’s practice is legislation during the latter part of largely focused on the formation and maintenance of ILS funds and private equity, managers and investment funds are 2018. Along with these other juris- infrastructure and real estate funds, including related downstream deal work, formed as exempted companies or although he also has experience in hedge funds and hybrid funds. dictions, which included the British as exempted limited partnerships; overseas territories of the Cayman criterion 2.2, which states: “The ju- the latter will not be subject to the Islands and the British Virgin Islands risdiction should not facilitate off- ESA if they have not elected to have and the crown dependencies of shore structures or arrangements separate legal personality. Guernsey, Jersey and the Isle of Man, aimed at attracting profits which do Bermuda introduced this legislation not reflect real economic activity in Relevant activities in order to meet the commitment the jurisdiction.” In the summer of 2018, the Code it had made to address certain con- The Code Group expressed con- Group published a scoping paper cerns raised by the European Union’s cerns that these “criterion 2.2 ju- setting out its expectations in terms Code of Conduct Group (Business risdictions” might not impose ade- of what economic substance legisla- Taxation) (the Code Group) in rela- quate legal substance requirements tion should address in order for the tion to the need for relevant busi- on entities doing business in or criterion 2.2 jurisdictions to satisfy nesses to demonstrate economic through them and that their tax re- their commitment to enact laws by substance in Bermuda. This article gimes were therefore potentially the end of 2018 to address the Code explores the ways in which Bermu- harmful if they encouraged inter- Group’s concerns. This scoping paper da’s Economic Substance Act 2018 national businesses to engage in identified “at least banking, insur- (the ESA) could impact the island’s jurisdictional arbitrage and benefit ance, fund management, financing, funds industry. from low or zero tax rates by artifi- leasing, headquarters, and ship- cially transferring profits to jurisdic- ping” as being activities in respect Background tions imposing little or no corporate of which substance requirements In 2017 the Code Group assessed the income tax. In late 2017 Bermuda should apply. tax regimes of 92 countries against and other criterion 2.2 jurisdictions The ESA was duly extended to its good governance criteria regard- committed to enact laws by the end entities engaging in a “relevant ing tax transparency, fair taxation, of 2018 to address the Code Group’s activity”, which for these purpos- and implementation of measures to concerns. es is banking business, insurance combat base erosion and profit shift- business, fund management busi- ing (Beps). The Code Group acknowl- Aﬀected entities ness, financing business, leasing edged that most offshore financial The ESA applies to companies to business, headquarters business, centres had cooperated with the which the Companies Act 1981 shipping business, distribution and assessment and implemented inter- applies, which would include an service centre business, intellectual national tax transparency and Beps overseas company with a permit to property holding business and con- measures. engage in business in Bermuda, a lim- ducting business as a holding entity. As part of the fair taxation as- ited liability company formed under It will be noted that, while the ac- sessment, the Code Group assessed the Limited Liability Company Act tivities of investment funds do not jurisdictions with low or zero rates 2016, or an exempted partnership, form part of this list, those of fund of corporate income tax against its an exempted limited partnership managers do.

BERMUDA 2019 HFM.GLOBAL 11 LEGAL

Fund management The Economic Substance Regula- tions 2018 made under the ESA provide that “an entity engages in fund management if it manages investments for funds and in respect of which a licence is required in ac- cordance with the Investment Busi- ness Act 2003 or for which a licence would be required if such activity were taking place in Bermuda”. Not all Bermuda-based fund man- demonstrate compliance with the Investment funds agers will be subject to the ESA. The economic substance requirements Funds themselves are not expressly Investment Business Act 2003 (the in the legislation. The ESA provides made subject to the ESA, a position “IBA”) imposes a licensing require- that these are satisfied if: which is consistent with the Code ment on Bermuda entities engag- • the entity is managed and di- Group’s position in its scoping pa- ing in “investment business” (which rected in or from Bermuda; per that “…the usual substance re- term includes both managing in- • the relevant activity’s core in- quirements cannot automatically vestments and giving or offering, or come-generating activities are be applied to [collective investment agreeing to give, investment advice) undertaken in Bermuda; vehicles].” from a physical place of business in • the entity maintains an ad- While funds per se are not made Bermuda, unless subject to an ex- equate physical presence in subject to economic substance re- emption order made by the Minister Bermuda; quirements under the ESA, a fund of Finance. • there are adequate full-time em- may nevertheless fall within the While Bermuda entities operating ployees with suitable qualifica- ESA’s scope if it carries on one or from a place of business outside the tions in Bermuda; and more of the relevant activities as a jurisdiction are not, therefore, sub- • adequate operating expenditure business. ject to this licensing requirement, relative to the relevant activity is The requirement to carry on a rel- they will nevertheless be required to incurred in Bermuda. evant activity “as a business” should meet the ESA’s economic substance mean that a fund which engages in requirements if their place of busi- To the extent a fund manager is what might otherwise constitute a ness being outside Bermuda is the relevant activity on an occasional or only reason why they do not require subject to the ESA, it will need to one-off basis should be outside the a licence under the IBA. scope of the ESA. However, certain investment busi- demonstrate compliance with the nesses are exempt from the licens- economic substance requirements Conclusion ing requirement under the Invest- The introduction of the ESA, and ment Business Exemptions Order in the legislation similar legislation in other inter- 2004. Among those exempted under national financial centres, has the this order are persons (other than potential to represent a significant market intermediaries) who provide change to the manner in which busi- investment services exclusively to For a fund manager, the “core in- nesses engaged in a relevant activity certain categories of client, includ- come generating activities” to be un- will operate. ing, among others, high income pri- dertaken in Bermuda include taking While the ESA will not automati- vate investors, high-net-worth pri- decisions on the holding and selling cally apply to funds, a fund should vate investors, sophisticated private of investments; calculating risk and nevertheless consider whether pur- investors, bodies corporate with to- reserves; taking decisions on curren- suing its investment strategy might tal assets of at least $5m, and bodies cy or interest fluctuations and hedg- constitute a relevant activity under corporate, partnerships and trusts ing positions; and preparing relevant the legislation. whose shareholders, members and regulatory or other reports for gov- And while fund management cer- beneficiaries respectively fall into ernment authorities and investors. tainly falls into this category, not one or more of those categories. At the time of writing, industry all fund managers will be affected. Most investment funds will fall into was still awaiting the publication Even if a fund manager is required one or both of the latter two catego- of guidance notes on these require- to comply with the ESA, Bermuda is ries, meaning many Bermuda fund ments and how they might apply in fortunate in that a good number of managers do not require a licence respect of each relevant activity. Af- investment managers have already under the IBA and, as such, will not fected managers will, in any event, elected to set up physical, staffed fall within the ESA’s scope. be expected to demonstrate satis- offices in the jurisdiction from which faction of these requirements in the to run their businesses, and so it is Substance requirements annual economic substance declara- anticipated that many fund manag- To the extent a fund manager is tion to be filed with the Registrar of ers will find they readily satisfy the subject to the ESA, it will need to Companies. requirements.

12 HFM.GLOBAL BERMUDA 2019 Est. 1964

Walkers Bermuda Legal, Corporate, Park Place 55 Par La Ville Road, Third Floor Fiduciary & Compliance Hamilton HM11 Bermuda +1 441 242 1500 Walkers provides practical and commercial legal advice to our international client [email protected] base which includes global corporations, ﬁnancial institutions, investment fund managers and high net worth individuals. Advising on the laws of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Ireland and Jersey from our global network of ofﬁces, Walkers has the expertise to deliver every time.

www.walkersglobal.com Global Legal and Professional Services

* Walkers works in exclusive association with Kevin Taylor, trading as 'Walkers Bermuda', a full service commercial law ﬁrm providing advice on all aspects of Bermuda law. ADMINISTRATION/FUND SERVICES

Cryptocurrency – an asset class in the making

Alain Fournier, of Kane Group, explores the asset potential of the cryptocurrencies market and discusses how recent legislative developments in Bermuda are helping to create a conducive fund environment

2018 was in many ways a vola- Alain Fournier order to increase public interest. Q tile period for cryptocurrency. Kane Group There is an onus on the crypto-fund How would you summarise current industry to educate the public-at- Alain Fournier, CA, CPA, CFA, FRM, ARe, is head of fund administration at Kane LPI market dynamics? Solutions. Fournier has over 15 years of experience in the financial services sector. large on the workings of the market He has extensive expertise across the fund management, investment, reinsurance, 2018 proved a reality check securities arenas and in all aspects of finance, compliance and risk management. and the potential it offers. A for the cryptocurrencies mar- Kane LPI Solutions Limited is licensed by the Bermuda Monetary Authority under The make-up of the financial sec- the Investment Funds Act 2006 and under the Corporate Service Provider Business ket. Yet, for any student of the Act 2012. tor itself is also a factor. The fledg- history of securities markets, this ling nature of the asset class makes was not a shocking or unexpected however, that while cryptocurrency it a challenging sell for professional development. price developments tend to grab the investors seeking buy-in from in- The 2017 bubble for all its mess- headlines, simply judging the health vestment committees or similar iness and improbability also provid- of the digital asset industry solely by bodies, particularly given its poten- ed a huge opportunity for investors that data point is misleading. While tial volatility. However, while the to fund viable and promising pro- this is a critical factor in assessing number of institutions willing to ride jects. Well-managed enterprises and the viability and health of the crypto out the volatility is currently small, promising technologies will for the industry, it is important to also ac- it is growing, spurred on by the ex- most part survive and thrive moving knowledge the underlying technol- panding ecosystem of crypto asset forward. ogy and its myriad of possible use investment service providers. On the flipside, the drop in cryp- cases. The third is slightly ironic in that to prices has proved beneficial to There are a multitude of crypto/ there is very much a question on the overall crypto/digital-asset/ blockchain initiatives and innova- who you can trust and who is well blockchain industry, as it has helped tions that continue to see significant and truly competent in the role of cleanse the sector of dubious play- forward momentum. It’s not all sun- a crypto asset investment manager. ers, projects with mediocre econom- shine as some projects have been The skillset of a successful manager ics and instances of fraud. closed or scaled back, but that is un- will encompass what you think of Until very recently, 2019 had fortunately an inevitable part of the as the traditional skills of an asset been relatively uneventful from a evolution of an emerging industry. manager such as assessing the com- pricing perspective. However, in the petitive aspect of the business, the last month (June 2019) prices have What are the factors cur- addressable market, the competi- started to rise again and with this, Q rently aﬀecting the amount tive landscape, with an individual confidence in the crypto ecosystem. of crypto-related funds under or team who can completely dissect These swings in market prices are management? forwards and backwards the under- also correlated with trading activity There are several factors cur- lying code of a project. and we have also seen an increase A rently affecting fund manager in activity starting from late April. interest in the crypto asset class. To what extent is Bermuda Despite the losses of 2018, the cryp- Firstly, cryptocurrencies are still a Q looking to create an environ- to market offers strong potential relatively unknown entity. You have ment conducive to the establish- for the savvy investment manager. to remember that bitcoin itself is ment of such funds? From a purely fund investment per- barely 10 years old and the crypto- Bermuda is fully committed to spective, the market is getting inter- fund industry is still in its infancy. A the development of the crypto/ esting again. Misconceptions are therefore a digital asset sector. The government It is important to remember, significant barrier to overcome in expects it to be a new pillar for the

14 HFM.GLOBAL BERMUDA 2019 ADMINISTRATION/FUND SERVICES

of new legislation will likely be re- We are conscious of this and our There is an onus on the crypto-fund quired to meet the ever-evolving crypto fund accounting solution needs of the digital asset industry. CrypTPA is built to address these industry to educate the public-at- There is also an onus on the private challenges. What we have devel- large on the workings of the market sector to be an industry advocate, oped is a product designed to grow promoting the ease of doing business with the client. It provides a cost- and the potential it offers in Bermuda and the dynamic busi- effective proprietary solution de- ness infrastructure that exists. It is veloped on the Kane LPI software then up to private enterprises to take platform that is robust and flexible. advantage of this fertile business en- Operating a scalable service model island's economy and aims to create vironment and create an ecosystem means we can accommodate all lev- an infrastructure and regulatory re- of services and companies that sup- els of administrative support across gime that becomes a global stand- port and enhance each other. a range of fund services and respond ard for the industry. quickly to a client’s evolving needs. 2018 saw the introduction of two Kane LPI plans to play its part We are a private firm with a long- significant pieces of legislation: the Q in the sector’s evolution and term focus, so we are committed to Digital Asset Business Act of 2018 recently set up its CrypTPA solu- establishing a strong presence in the and the Limited Liability Compa- tion. How do you see your role? sector. We view ourselves as trusted ny (Initial Coin Offering) Act 2018. Recently, PwC and Elwood As- advisers and believe that if our cli- The government also amended A set Management issued the ent succeeds, we succeed and that the Banks and Deposit Companies 2019 Crypto Hedge Fund Report. It informs all aspects of how we ap- Amendment Act of 1999 to make it found that most crypto funds have proach business. easier for banks to transact business under $10m of assets under man- and offer cryptocurrency related agement – which concurs with re- How significant is the oppor- services. While these laws don’t spe- search conducted by Crypto Fund Q tunity afforded by the crypto cifically target the crypto/digital as- Research. asset market from an administra- set fund industry, they nonetheless Costs can have a significant impact tion perspective? have a significant impact on it. on performance and the viability of We expect the crypto asset/ The crypto asset sector is an the business before it gains traction. A digital asset fund space to grow emerging industry and the imple- It’s therefore understandable that significantly – particularly with the mentation of a transparent, flexible crypto fund managers would be re- development of business-friendly and business-oriented regulatory luctant to engage third parties when regimes such as that being estab- environment can help instil greater it comes to directors, independent lished in Bermuda. It is still very market confidence in the asset and valuation of their portfolio and cus- much an industry in its infancy, but help secure its longer-term invest- tody of their assets among other momentum is starting to build. With ment status. things. However, to secure external the right infrastructure in place, and Moving forward, that flexibility investor interest a crypto fund man- with sufficient investor awareness will be essential to the growth of ager needs to weigh up these costs of the potential of this fledgling as- the market, as amendments to exist- against the peace of mind these set class, it could become a very im- ing legislation and the introduction third parties bring. portant asset class.

BERMUDA 2019 HFM.GLOBAL 15 FINANCIAL SERVICES

Bermuda’s enhanced regulatory landscape

Alison Dyer-Fagundo, of Estera, takes a look at Bermuda’s enhanced regulatory landscape in the age of economic substance

ermuda continues to Alison Dyer-Fagundo At the same time as Solvency II Estera Services move forward in navi- equivalency was granted, Bermuda B gating the offshore and Alison Dyer-Fagundo is the managing director of Estera Services (Bermuda) Limited. was approved as a qualified jurisdic- She has extensive experience in private equity transactions, derivatives, public and tion by the National Association of global regulatory envi- private company M&A activity, equity and debt markets, corporate governance, ronment and continues to be a lead- and partnerships in relation to both their formation and on-going transactions. Insurance Commissioners, further er in tax transparency, maintaining distinguishing the jurisdiction. high levels of compliance, coopera- Economic substance and the There are three general classification and information exchange. The insurance industry tions of insurance companies under recently implemented substance There has been ongoing discussion the Insurance Act, each of which regulations are just another example around the insurance and funds in- likely comply with the general aim of of an enhancement to the existing dustries on how the requirements economic substance for various rea- robust Bermuda regulatory frame- of the Substance Regulations will sons. Commercial Insurers provide a work and the fact that Bermuda is a be met. The Regulations state that full portfolio of insurance under the tax-neutral domicile is more clear- an entity engaged in insurance ac- Insurance Act and must already com- ly demonstrated today than ever tivities complies with economic sub- ply with “Head Office” requirements, before. stance if it follows the requirements which are very similar to the require- Bermuda’s Economic Substance of the Companies Act 1981 (Compa- ments of the Substance Regulations. Act 2018 (the Act) and the Econom- nies Act) relating to corporate gov- Captive insurers do not have all ic Substance Regulations 2018 (to- ernance and the Insurance Act 1978 the same requirements as commer- gether, the Substance Regulations), (Insurance Act), including the Code of cial insurers under the Insurance Act, became operative on 31 December Conduct. due their limited purpose. Howev- 2018. The Substance Regulations It is no surprise that generally, er, this bifurcation already existed are based on framework set by the Bermuda-licensed insurance compa- when Solvency II was granted and European Union’s Code of Conduct nies are essentially compliant with therefore the EU, at the time, accept- Group (COCG), with the general ob- the new substance framework giv- ed the reasons for this difference in jective that jurisdictions should not en the structuring of the Bermuda legislative regime. Regardless, the facilitate offshore structures or ar- domestic insurance legislative re- regulation of captive insurers un- rangements aimed at attracting prof- gime. Bermuda remains one of only der the Insurance Act is currently its which do not reflect economic two non-EU jurisdictions that enjoy broadly considered sufficiently ro- activity in that jurisdiction. Solvency II equivalency, which was bust considering the limits placed on The Substance Regulations require granted by the European Commis- the business that can be written by Bermuda registered entities that fall sion in 2015. This demonstrates Ber- captives. within scope, to evidence adequate muda’s commitment to enhanced Special Purpose Insurers (SPIs) local resources, facilities and control regulation and innovation and the are the third general classification over their relevant income generat- EU’s views on Bermuda’s insurance of insurers in Bermuda and similar ing activities. regime being on par with their own. to captives, most SPIs are not set up

16 HFM.GLOBAL BERMUDA 2019 FINANCIAL SERVICES

in Bermuda purely for tax planning With the recent amendments, March 2018, the Bermuda Govern- purposes, are licensed for a limited there are also additional benefits for ment enacted legislation requiring purpose and have a limited life span. fund managers to choose Bermuda all companies to gather and maintain Most of the business they write is as a domicile for their funds particu- information regarding their benefi- ‘fully funded’ and little to no under- larly in the case of ILS, where the un- cial owners. This legislation aims to writing risk is retained by the SPI. derlying assets of the fund is already extend the existing beneficial own- The main reasons for setting up in- issued out of Bermuda. ership regulation to meet standards surance companies in Bermuda have of transparency set by the Financial traditionally been centred around Bermuda’s araction for ILS Action Task Force and the Organiza- regulations that are sensibly applied and funds tion for Economic Co-operation and and allow for innovation; accessibil- Bermuda continues to move forward Development. ity to regulators; a ready choice of in navigating the offshore and global With enhanced regulations, reg- talented insurance professionals in- regulatory environment and contin- ulators are continuing to evolve the cluding auditors, actuaries, lawyers ues to be a leader in tax transparen- insurance and fund industries. An and insurance accountants; and the cy, maintaining high levels of compli- example of this is the introduction island’s excellent reputation in the ance, cooperation and information of the BMA’s new regulatory sand- global insurance and reinsurance exchange. The Substance Regula- box, which became available to new market. Bermuda has always been a tions are just another example of an insurers in 2018. This new option is transparent and co-operative juris- enhancement to the existing robust designed to provide an incubator for diction with 41 tax information ex- Bermuda regulatory framework. newly registered insurance compa- change agreements (TIEAs) in place, nies with a need to test innovative including the TIEA with the United Bermuda continues to be a leader ideas including the use of technolo- States which has been in place since gy such as insurtech. The regulatory 1986. in tax transparency, maintaining sandbox allows the insurer to operate within a ‘regulatory lite’ envi- Economic Substance and the high levels of compliance, coopera- ronment for a limited period of time, funds and investment industry tion and information exchange designed to allow the insurer to test Investment funds were originally the market and offer new insurance seen as out of scope of the Substance products, with an appropriate level Regulations, as they are distinctively of oversight from the BMA. different from other entities. An in- The Substance Regulations will More recently, the BMA intro- vestment fund is a supply of capital provide businesses with more con- duced a Consultation Paper which belonging to numerous investors fidence when conversing with tax sets out a proposed regulatory re- and overseen by investment fund regulators in their own jurisdictions. gimes for new classes of Limited Pur- management companies. However, Bermuda’s response to the EU’s pose Insurers (including reinsurers) a Bermuda incorporated fund man- requirements was without hesita- (LPIs) and a new category of an in- ager may still be subject to the re- tion and the government is keen on termediary (insurance/reinsurance) quirements of the Act and will need maintaining and supporting Ber- market place). The BMA proposes to to determine whether the require- muda’s reputation of a world-class introduce new classes of LPIs (a fully ments apply. jurisdiction. collateralised reinsurer class (Collat- As a response to the Substance To ensure that Bermuda remains eralised Insurers) and an innovation Regulations, and to enhance the reg- an attractive domicile for investors class (Class IIGB), for innovative busi- ulatory framework that applies to and businesses, a recent amendment ness models utilising digital assets). exempted or excluded funds, a num- has been made to the Economic Sub- ber of amendments were made to stance Act. The Economic Substance How can Estera assist with the Investment Funds Act 2006 (IFA). Amendment Act 2019 (the Amend- Economic Substance? Among the amendments is the re- ment Act) which comes into force on Estera is well positioned to assist moval of the term ‘Excluded Funds’. 1 July 2019 acknowledges the need clients to understand and respond ‘Exempted Funds’ will now be called to ensure a level playing field be- to the applicable requirements, fol- ‘Professional Funds’. These funds tween the affected jurisdictions. lowing the introduction of the Sub- included Class A Exempt Funds and The Amendment Act amends the stance Regulations. Estera will de- Class B Exempt Funds. Additional- existing economic substance legis- termine if the entity has established ly, Professional Funds and Private lation by excluding, from the defini- tax residency in a jurisdiction which Funds will both be called ‘Registered tion of entities within scope, those is subject to this new law. If the anal- Funds’. entities that are tax resident in a ysis is positive, a substance test will Pursuant to the amendments, jurisdiction outside of Bermuda and follow. The substance requirements funds that were previously exempt- excluded from Annex 1 of the EU list differ depending on the type of rel- ed or excluded now come into scope of non-cooperative jurisdictions for evant activity the entity performs. of the IFA and have oversight from tax purposes. The tests include a gap-analysis ver- the Bermuda Monetary Authority Another recent amendment aimed sus the requirements for adequate (BMA), who can exercise greater su- to enhance transparency is the Ben- control, people, facilities and ex- pervision over the funds. eficial Ownership Regulation. In penditure.

BERMUDA 2019 HFM.GLOBAL 17 SECTORSERVICE NAMEDIRECTORY

STOCK EXCHANGE LAW

CAREY OLSEN BERMUDA LIMITED Mary Ward, Partner BERMUDA STOCK EXCHANGE [email protected] // T: +1 441 542 4507 Nancy Vieira Adam Bathgate, Counsel T: (441) 2927212 // [email protected] [email protected] // T: +1 441 542 4511

Established in 1971, the Bermuda Stock Exchange (BSX) is today the world’s preeminent fully-electronic, Law firm Carey Olsen Bermuda Limited was established in 2017 and boasts a deep local knowledge of offshore securities exchange, offering a variety of domestic and international listing options. A full member Bermuda law and regulation coupled with a global perspective. of the World Federation of Exchanges, and affiliate member of the International Organization of Securities The firm's lawyers work alongside major international law firms and their clients include a number of the Commissions the BSX is globally recognised and renowned and respected for its commercially sensible listing largest Bermuda-based businesses, as well as other major financial institutions, both in Bermuda and requirements. worlwide.

SERVICE PROVIDER THRID PARTY FUND ADMINISTRATOR

KANE LPI SOLUTIONS Alain Fournier, Head of Fund Administration [email protected] // T: 441-248-6835 ESTERA SERVICES (BERMUDA) LIMITED Alison Dyer-Fagundo, Managing Director, Bermuda Fund administration – flexible, global solutions T: +1 441 294 8007 // [email protected] Kane LPI Solutions is an independent, third-party provider of fund administration solutions. We deliver turnkey solutions to an extensive global client base – from international financial services firms to smaller Estera is an independent, market leading provider of corporate, fund and trust services. Our highly regional and start-up entities – in the investment, pension and insurance sectors. We offer administrative regarded practitioners have extensive experience and expertise delivering tailored, commercially focused services for a range of fund structures, including hedge funds, fund-of-funds and Insurance-Linked Secu- fiduciary solutions that help our clients meet their business objectives. rities funds, plus funds trading crypto assets. Solutions are provided based on a flexible, cost-effective, We work with listed and privately owned companies of all sizes as well as leading financial institutions, secure, scalable model which accommodates all levels of administration requirements. Kane LPI Solutions advisory firms and individuals and their families. Our global footprint means we can deliver service is licensed by the Bermuda Monetary Authority under the Investment Funds Act 2006 and under the continuity across multiple time zones, both on and offshore. Corporate Service Provider Business Act 2012. www.kane-lpi.com

ASSET AND WEALTH MANAGEMENT LAW

WALKERS BERMUDA T: +1 441 242 1500 PWC BERMUDA Park Place, 55 Par La Ville Road, Third Floor, Hamilton HM11, Bermuda Sco Watson-Brown, Asset & Wealth Management Leader [email protected] // T: +1 441-295-2000 Washington House. 4th Floor, 16 Church Street, Hamilton HM11, Bermuda

At PwC, our purpose is to build trust in society and solve important problems. With 12 partners and more than 200 people, PwC is the largest professional services firm in Bermuda providing Assurance, Advisory, With a staff drawn from top international law firms, Walkers Bermuda provide first-class, commercially- Tax and Legal services. From our offices in Hamilton, we focus on the unique needs of individual markets focused advice that is attuned to our clients’ requirements and facilitates their business. Clients include and serve the key industries that drive Bermuda's international economy, including insurance, asset & global corporations, financial institutions, capital markets participants, investment fund managers and wealth management, banking, government & public sector and hospitality. www.pwc.com/bm high net worth individuals located throughout the world, but with a primary focus in the Americas.

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email: [email protected] or call UK +44 20 7832 6615 US +1 (212) 268 4919

18 HFM.GLOBALBERMUDA 2019 CORPORATE FUNDS TRUST BERMUDA BVI CAYMAN ISLANDS GUERNSEY HONG KONG ISLE OF MAN JERSEY LUXEMBOURG MALTA MAURITIUS UNITED KINGDOM

World class ﬁduciary and administration services

With over 550 experienced professionals across 11 offshore and onshore jurisdictions, our people are the stars of our business. Collaborative, experienced and armed with substantial technical expertise, they provide quality solutions to your speciﬁc requirements. Call +1 441 294 8000 to ﬁnd out more. estera.com Follow us

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