[2025] EWCA Civ 1137

The Articles are supplemented by an Offering Document issued by the Company and as amended from time to time. Section 3 explains, in relevant part,

“In accordance with the Articles of Incorporation, the Board of Directors of the [Company] may issue Shares in each Dedicated Fund. A separate pool of assets is maintained for each Dedicated Fund and is invested in accordance with the investment objectives applicable to the relevant Dedicated Fund. As a result, the [Company] is an “umbrella fund” enabling investors to choose between one or more investment objectives by investing in one or more Dedicated Funds. Investors may choose which Dedicated Fund(s) may be most appropriate for their specific risk and return expectations as well as their diversification needs.

Each Dedicated Fund is treated as a separate entity and operates independently, the relevant portfolio of assets being invested for the exclusive benefit of this Dedicated Fund. A purchase of Shares relating to one particular Dedicated Fund does not give the holder of such Shares any rights with respect to any other Dedicated Fund.

The net proceeds from the subscription for each Dedicated Fund are invested in the specific portfolio of assets constituting that Dedicated Fund.

With regard to third parties, any liability will be exclusively attributed to the Dedicated Fund.

The specific investment policy and features of the Dedicated Funds are described in detail in the Appendices of this Offering Document.”

The Offering Document also contains a section 21.1 (headed “Dissolution and Liquidation of the [Company]”) that largely replicates Article 16.2(a) to (f) and a further section 21.2 (headed “Termination of a Class, Category and/or Dedicated Fund”) that reproduces the text of Article 16.2(g).