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Bermuda 2019 Special Report Bermuda 2019 Special Report FEATURING Bermuda Stock Exchange (BSX) // Carey Olsen // Estera // Kane Group // Walkers Bermuda CONTENTS Bermuda 2019 Special Report 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 © 2019 all rights reserved. No part of this publication may be reproduced or used without the prior permission from the publisher 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 manag- ed 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.
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