Magellan Asset Management Limited as responsible entity for the Magellan Global Fund

In this case, Magellan Asset Management Limited, acting as the responsible entity for the Magellan Global Fund, was involved in a dispute regarding the construction of the fund’s constitution. The fund's constitution adopts the mechanisms for the calling of meetings as outlined in Part 2G.4 of the Corporations Act 2001 (Cth). The issue arose when a minority of unitholders requested a meeting be called to consider a resolution to wind up the fund. The court was required to determine whether the proper construction of the fund’s constitution or the Corporations Act 2001 (Cth) mandated that the responsible entity comply with the request.

The primary legal issue before the court was whether the constitution or the Corporations Act required the responsible entity to convene a meeting in response to the unitholders' request. This involved an interpretation of the fund’s constitution, specifically how it incorporated the provisions of Part 2G.4 of the Corporations Act 2001 (Cth), and whether this incorporation mandated compliance with the unitholders' request to wind up the fund. The court had to consider whether the adoption of the Corporations Act's meeting provisions meant that all related rights and obligations under the Act were applicable, or if the constitution provided a different framework.

The court found that the proper construction of the fund’s constitution, which adopts the meeting mechanisms from Part 2G.4 of the Corporations Act 2001 (Cth), did not impose an obligation on the responsible entity to comply with the unitholders' request to wind up the fund. The court held that while the constitution adopted the meeting provisions, it did not necessarily adopt all the associated rights and obligations under the Act. Instead, the court concluded that the constitution provided a specific framework for the calling of meetings, which did not include the right of a minority of unitholders to demand a meeting to wind up the fund. The court’s reasoning was grounded in the detailed interpretation of the constitution and its interaction with the relevant sections of the Corporations Act 2001 (Cth).

The final orders of the court confirmed that the responsible entity was not required to convene a meeting in response to the unitholders' request. This decision clarified the scope of the meeting provisions adopted from the Corporations Act 2001 (Cth) and affirmed the specific framework outlined in the fund’s constitution for the calling of meetings.