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Product Disclosure Statement

This Product Disclosure Statement (PDS) is issued by Instreet Investment Limited (ABN 44 128 813 016, AFSL 434776) (Instreet) to offer interests in the Acorns Grow Australia Fund, a registered managed investment scheme (ARSN 607 533 022) (Acorns or Fund). Download PDF of PDS

Contents

01.  

About Instreet Investment Limited

02.  

How the Acorns Grow Australia Fund works

03.  

Benefits of investing in the Acorns Grow Australia Fund

04.  

Risks of managed investment schemes

05.  

How we invest your money

06.  

Fees and costs

07.  

How managed investment schemes are taxed

08.  

How to apply

09.  

Other information

This PDS is a summary of significant information. It refers to important information in the Additional Information Document (available at www.acornsau.com.au/product-disclosure-statement#aid) (AID),which forms part of this PDS. You should consider both the information in this PDS and the AID before deciding to invest. The information in this PDS is general information only and does not take account of your personal financial situation or needs. You should obtain financial advice tailored to your circumstances before investing.

Instreet will provide an online link to a digital copy of this PDS (including the AID) upon request and free of charge by emailing support@acornsgrow.com.au. Acorns Investment Accounts, interests in the Acorns Grow Australia Fund (a registered managed investment scheme) are fully digital products, and by making an Application, investors agree to receive communications and disclosures in relation to their Acorns Investment Account in digital form only.

Throughout this PDS there are references to additional information contained in the latest AID. The information contained within the AID may change between the day you receive this PDS and the day you acquire an interest in the Fund, being an Acorns Investment Account. Please ensure that you read the AID current at the day you acquire an Acorns Investment Account. Certain information in this PDS is subject to change. We will notify you of any changes that have a materially adverse impact on you or other significant events that affect the information contained in this PDS. Any updated information which is not materially adverse may be updated and obtained online at www.acornsau.com.au/product-disclosure-statement. Instreet will provide an online link to a digital copy of the updated information upon request and free of charge by emailing support@acornsgrow.com.au.

01.    About Instreet Investment Limited

Responsible Entity
Instreet is the Responsible Entity of the Fund and is responsible for the Fund's compliance with its constitution which establishes the Fund and sets out its rules (Constitution). The Constitution together with this PDS and the law governs Instreet's relationship with you. Key provisions of the Constitution include your right to direct us to invest your money in specified investments and to hold your investment on a separate trust for you (other than any fractional interests). If you would like to see a copy of the Constitution, please email us at constitution@acornsgrow.com.au to make an appointment to view the Constitution in our office.

Client Enquiries: 1300 754 748

Email:support@acornsgrow.com.au

Website:www.acornsau.com.au

Address:Level 11, 2 Bulletin Place, Sydney NSW 2000
More information about Instreet (including financial information) can be found at www.instreet.com.au

Promoter and Administrator
Instreet has appointed Acorns Grow Australia Limited (ABN 26 604 402 815) (Acorns Australia or Promoter and Administrator) to manage the investments of the Fund. Acorns Australia also provides administration, promotion, accountancy, distribution, scheme compliance, AML/CTF and regulatory services to the Fund. Acorns Australia is the product of a joint venture between Acorns Grow Inc. of the USA and Instreet. Instreet has appointed Acorns Australia as an authorised representative of its Australian financial services licence. In this PDS, "we" and "us" means Instreet (in its capacity as Responsible Entity) and/or Acorns Australia (in its capacity as Promoter and Administrator) as appropriate.

02.    How the Acorns Australia Fund works

Acorns is a micro-investing product that offers an easy way to regularly invest either small or large amounts of money using the App on your mobile phone or the Website. The Fund is a registered managed investment scheme. If you apply to participate in Acorns, you apply to receive an interest in the Fund known as an Acorns Investment Account. The minimum investment amount is $5.00. You can make regular contributions to increase the value of your Acorns Investment Account, you can withdraw all or part of your investment at any time, and your investments are held beneficially for you (subject to any fractional interests, which are pooled). If you apply, we establish one interest – one Acorns Investment Account – for each investor (Investor, or you).

Money in your Acorns Investment Account is invested into a mix of ETFs quoted on the ASX in accordance with one of six different Portfolios selected by you (Selected Portfolio). You choose the Portfolio best suited to your own goals and financial circumstances. Acorns interacts with you using a software application developed by Acorns Grow Inc and modified for use in Australia by Acorns Australia. The value of your Acorns Investment Account will vary as the market value of the ETFs comprising the Portfolio in which you have invested rises and falls.

Contributing to and withdrawing from your Acorns Investment Account
There are three different ways you can make contributions to your Acorns Investment Account - you may make a lump sum deposit, activate Round-Ups or make a recurring deposit. The minimum investment amount is $5.00.

You can request a withdrawal of all or part of your investment from your Acorns Investment Account at any time through the App or Website. We will dispose of sufficient Investments in your Acorns Investment Account to pay the withdrawal proceeds to you in cash within 5 days. There are no fees or penalties for cash withdrawals. In some circumstances, including where there is a restriction on withdrawals, you may not be able to make a withdrawal from your Acorns Investment Account within the usual period upon request.

Distributions
Acorns does not pay distributions. Any distributions received by Acorns in respect of any ETF Units allocated to you will be automatically re-invested into your Acorns Investment Account. You can choose to withdraw the amount of any distribution that has been automatically re-invested into your Acorns Investment Account.

You should read the important information in the section "Investing in your Acorns Investment Account" in the Additional Information Document about contributing to and withdrawing from your Acorns Investment Account, and the structure of the Fund, before making a decision to invest in the Fund. Go to the Additional Information Document onwww.acornsau.com.au/product-disclosure-statement#aid. The material relating to contributing to and withdrawing from your Acorns Investment Account and the structure of the Fund may change between the time when you read this PDS and the day you acquire an Acorns Investment Account.

03.    Benefits of investing in the Acorns

Grow Australia Fund

The significant features of the Acorns Grow Australia Fund are: 

Micro investing
Acorns is a micro-investing product designed to make investing and saving simple. Acorns is offered through a mobile or web-based App and you can apply for an Acorns Investment Account with just $5.00. 

Investment Portfolios
You can choose a Portfolio into which your Acorns Investment Account will be invested. The Portfolios have been constructed by a team of financial industry experts, including a Nobel prize-winning economist. Each Portfolio is comprised of ETFs that are quoted on the ASX.

Managed Investment Scheme
Your Acorns Investment Account is an interest in a registered managed investment scheme, being the Acorns Grow Australia Fund.

Fractional investing
One of the key features of Acorns is the ability to allocate fractional interests in ETF Units to individual Investors. The Acorns system will facilitate the purchase of the relevant number of ETF Units required across the Fund, and allocate fractional interests in these ETF Units to individual Investors, corresponding to the amount of funds they have invested in their Selected Portfolios. The whole ETF Units themselves will be held in a pooled account with the Custodian on behalf of all Investors who have been allocated a fractional interest in that ETF Unit. Fractional interests allow you to consistently invest funds as it becomes available, rather than having to wait until you have enough money to buy a complete ETF Unit.

Withdraw at any time
You can request a withdrawal of all or part of your investment from your Acorns Investment Account at any time. We will dispose of sufficient Investments in your Acorns Investment Account to pay the withdrawal proceeds in cash within 5 Business Days. There are no fees or penalties for cash withdrawals. Some withdrawal requests may be subject to rounding.


The significant benefits of the Acorns Grow Australia Fund are:

No switching fee
Acorns does not charge switching fees if you change your Selected Portfolio. So you can change Selected Portfolios without paying extra fees or brokerage (see Transaction Costs for an explanation of applicable buy/sell spreads).

No trading fees
Acorns does not charge fees for making contributions into or withdrawals from your Acorns Investment Account. Acorns also does not charge any brokerage, trading or transaction fees for purchasing the ETF Units that are allocated to individual investors.

Regular savings
Acorns is based on the principle that regular investment, even if in small amounts, can lead to large savings over time. You can contribute to your Acorns Investment Account frequently (at no additional cost) by enabling Round-Ups, or by setting automatic recurring deposits. Small change can add up over time.


You should read the important information in the "Other features and benefits" of the Additional Information Document about other features and benefits of the Fund before deciding to invest in the Fund. Go to the Additional Information Document at www.acornsau.com.au/product-disclosure-statement#aid.The material relating to other features and benefits of the Fund may change between the time when you read this PDS and the day you acquire an Acorns Investment Account.

04.    Risks of managed investment schemes

All investments carry risk. Different strategies may carry different levels of risk, and assets with the highest long-term returns may have the highest level of short-term risks. The significant risks of investing in the Acorns Grow Australia Fund are: 

Performance risk
The value of your Acorns Investment Account, can go up or down. Returns are not guaranteed and you may lose money. The rate of return varies, so future returns may differ from past returns. Risk impacts vary for individual investors depending on age, investment time frame, other investments held and risk tolerance.

Market risk
Changes in financial markets, the economy, political changes, technological developments, and changes in market sentiment continually affect the value of investments in the Portfolios and the level of income they generate.

Interest rate risk
Changes in interest rates can directly and indirectly affect investment value or returns. For example, an increase in official interest rates can result in a fall in the value of fixed interest securities.

Fund risk
The Fund could terminate, fees and expenses could increase, the Responsible Entity or any service provider may change. There is no guarantee that the investment strategy of the Fund will be managed successfully. Investment in the Fund is governed by the laws affecting managed investment schemes, the Constitution and this PDS, each of which may be amended from time to time.

Portfolio performance risk
The performance of your Acorns Investment Account may vary from the performance of another Acorns Investment Account which invests in the same Selected Portfolio. This is because contributions will be invested in the Selected Portfolio over time and for differing amounts, and the rebalancing algorithm may lead to different weightings between Portfolios, differences in fees charged and in buy/sell spreads incurred when selling ETF Units to pay fees.

ETF performance risk
Some of the underlying ETFs may not achieve their investment objective. This may mean that the return that is generated for a Portfolio may differ from the stated investment objective of that Portfolio.

Concentration risk
Because the assets of the Fund are invested only in the ETFs comprising each Portfolio, the Fund will be subject to some degree of issuer concentration risk. If the underlying ETF does not perform well, the relevant Portfolio will not perform well.

No guarantee
None of Instreet Investment Limited, Acorns Grow Inc. and Acorns Grow Australia Limited and, their related entities, officers or personnel, or the issuers of any Investments guarantee the performance of your Acorns Investment Account or the repayment of any amount invested or any rate of return. No one makes any representation as to the success or otherwise of your Acorns Investment Account.

Data security & electronic delivery risk
Because your Acorns Investment Account is an online financial product, which relies on computers, information technology (IT) networks and the internet, it is subject to inherent IT risks including (but not limited to) software bugs, computer viruses and malware, unauthorised interference with data, loss of data, unavailability or unreliability of the internet, computer malfunction, and cyber hacking resulting in the theft of data. Acorns may be unavailable from time to time. Your data is stored on secured servers in Australia. You will need to consider the potential for disruption or other difficulties when planning to use your Acorns Investment Account and the Website.

These significant risks apply to all the Portfolios. The different impact these risks have on the Portfolio is explained in the AID (available on www.acornsau.com.au/product-disclosure-statement#aid).


You should read the important information in the "Other risks" section of the Additional Information Document about other risks of investing in managed investment schemes before deciding to invest. Go to Additional Information Document atwww.acornsau.com.au/product-disclosure-statement#aid. The material relating to other risks of managed investment schemes may change between the time when you read this PDS and the day you acquire an Acorns Investment Account.

05.    How we invest your money

Money in your Acorns Investment Account is invested into your Selected Portfolio. Each Portfolio comprises a mix of different exchange traded funds quoted on the Australian Securities Exchange (ASX). There are six separate Portfolios to choose from ranging from conservative to aggressive risk profiles. Warning: you should consider the likely investment return, risk and your investment timeframe when choosing an option in which to invest in.

The Portfolios each comprise the following seven ETFs (with different asset allocation weightings):

*The PDSs corresponding to the underlying ETFs and any other information published by issuer of an underlying ETF is not incorporated by reference into this PDS.

Moderately Aggressive Portfolio
This portfolio has a moderately high portfolio weighting to Australian and international equities and may suit an investor who is prepared to take more risk in exchange for potentially higher returns over the medium to long term, and is comfortable with volatility and the possibility of negative returns. The investment objective of the Moderately Aggressive Portfolio is to provide a moderate to high level of risk which corresponds to moderate to high expected returns with capital appreciation over the long term. The minimum suggested investment timeframe for this portfolio is 3-5 years. This portfolio is considered to be moderate to high risk. The assets in which the Moderately Aggressive Portfolio invests, and the strategic target allocation of asset classes, is as follows:

You should read the important information in the "Investments" section of the Additional Information Document about:

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the other Portfolios;

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the risks associated with the Portfolios;

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the rebalancing of Portfolios;

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the process of selecting a Portfolio and issuing instructions;

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switching Portfolios;

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how the Portfolios may be changed; and

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the extent to which labour standards or environmental, social or ethical considerations are taken into account in the investment activity relating to the product,

before deciding to invest in the Fund. Go to the Additional Information Document at www.acornsau.com.au/product-disclosure-statement#aid. The material relating to this information may change between the time when you read this PDS and the day you acquire an Acorns Investment Account.

06.    Fees and costs


DID YOU KNOW?

Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns.

For example, total annual fees and costs of 2% of your account balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example, reduces it from $100,000 to $80,000).

You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the Fund or your financial adviser.


TO FIND OUT MORE

If you would like to find out more, or see the impact of the fees based on your own circumstances, theAustralian Securities and Investments Commission(ASIC) website (www.moneysmart.gov.au) has a managed investment fee calculator to help you check out different fee options.

This document shows fees and other costs that you may be charged. These fees and costs may be deducted from your money, from the returns on your investment or from your Acorns Investment Account as a whole. Taxes are set out in another part of this document. You should read all the information about fees and costs because it is important to understand their impact on your investment.

Additional explanation of fees and costs

Account Fees
The Account Fees include an allowance for all the ordinary ongoing costs of the Fund—including Responsible Entity fees, investment administration fees, custodian fees, administration fees and other expenses incurred by the Fund. The Account Fees reduce the value of your Acorns Investment Account. The Responsible Entity reserves the right to recover any extraordinary expenses that it properly incurs in respect of the Fund (such as costs associated with Investor meetings, defending litigation or resolving disputes) from the Fund. The Responsible Entity may deduct your share of any additional or extraordinary expenses it incurs from your Acorns Investment Account.

Underlying Issuer Fees
The Issuer of ETF Units held in an Acorns Investment Account may charge fees in relation to those ETF Units. Those fees will reduce the value of your Acorns Investment Account.

Transaction Costs
When we acquire or dispose of Investments for your Acorns Investment Account, we may incur transaction costs (Transaction Costs) which may be reflected in the buy/sell price of the Investment or deducted from your Acorns Investment Account. Transaction Costs are currently zero. There is no brokerage fee charged. You may request and we will inform you of any Transaction Costs incurred.

Underlying Issuer Transaction & Operational Costs
The Issuers of ETF Units held in an Acorns Investment Account incur transaction costs and operational costs in relation to the management of the underlying investments in the ETF. These costs will reduce the value of the ETF Units and, consequently, your Acorns Investment Account. For the Acorns Investment Account (Moderately Aggressive Portfolio), the transaction costs and operational costs are currently estimated at 0.04% p.a. or $20.00 p.a. for an Account Balance of $50,000. See AID for a worked example of Management Costs plus estimated underlying Issuer transaction and operational costs.

Netting Spread
Where the acquisition or disposal of ETF Units on behalf of Investors does not require a transaction on-market (due to the netting of transactions), we may apply a buy/sell spread (Netting Spread). The Netting Spread is determined with reference to the mid-point of the last market bid/offer spread for the ETF Units, and is equal to or less than the smaller of the market bid/offer spread or 0.50%. The Netting Spread allows us not to charge any brokerage fees.

Maintenance Fee
A monthly Maintenance Fee of $1.25 is payable if your Acorns Investment Account has a value of less than $5,000 at the end of each month. This is to cover the cost of administering your Acorns Investment Account. The Maintenance Fee will be direct debited from your Funding Account, not your Acorns Investment Account. This means that the Maintenance Fee will not affect the balance of your Acorns Investment Account. If your Acorns Investment Account has a value of $5,000 or more at the end of the month, no Maintenance Fee is payable for that month.

Other service fees
We may charge a dishonour fee of up to $5.00 in respect of each direct debit, cheque or other payment or deposit for your Acorns Investment Account that is dishonoured (Dishonour Fee). This Fee is charged when a payment is dishonoured. We may charge a fee of up to $25.00 in respect of each document we provide at your request, unless we are required to give it to you under this PDS, the Constitution or by law and have not already done so. This fee is charged when the document is given. In each case, the fee is deducted from your Acorns Investment Account. We will dispose of sufficient ETF Units (on your behalf) to pay the fee.

Additional costs
If we incur any additional costs (such as taxes, duties or bank charges) in respect of your Acorns Investment Account, we will deduct them from your Acorns Investment Account. We will dispose of sufficient ETF Units (on your behalf) to pay these costs. At the time of issuing this PDS the Issuer does not foresee any additional costs.

Fee changes
Fees can change without Investor consent, subject to the maximum fees specified in the Constitution. We will generally provide at least 30 days' notice of any proposed change to the Management Costs. Additional and extraordinary expense recoveries can vary without notice. There is no limit on additional or extraordinary expense recoveries.

GST
The fees and costs in the Fees and Costs table take into consideration the net effect of GST (including the benefit of reduced input tax credits).

Commission & other payments
Instreet does not pay any commission to financial advisers in respect of the Fund.

Example of annual fees and costs for this fund
This table gives an example of how the fees and costs for this managed investment product can affect your investment over a 1 year period. You should use this table to compare this product with other managed investment products.

*Assuming no Transactions and the value of your Acorns Investment Account does not change. ASIC provides a fee calculator on www.moneysmart.gov.au, which you may use to calculate the effects of fees and costs on your investment in the Fund.

#Being the sum of the Account Fees and Underlying Issuer Fees for the Moderately Aggressive Portfolio. You would not pay a Maintenance Fee as your account balance would be equal to or greater than $5,000.

Note: The total fees and other costs you pay in relation to your Investments in your Acorns Investment Account includes the Underlying Issuer Transaction and Operational Costs in addition to the fees and costs of the Fund (shown above).


You should read the important information in the "Fees and costs" section of the Additional Information Document about fees and costs before deciding to invest in the Fund. Go to the Additional Information Document atwww.acornsau.com.au/product-disclosure-statement#aid. The material relating to fees and costs may change between the time when you read this PDS and the day you acquire an Acorns Investment Account.

07.    How managed investment schemes are taxed

Warning: Investing in a managed investment scheme is likely to have tax consequences. Consumers are strongly advised to seek professional tax advice. Registered managed investment schemes (such as the Fund) do not pay tax on behalf of their members. Members are assessed for tax on any income and capital gains generated by the registered managed investment scheme.

You should read the important information in the "Taxation" section of the Additional Information Document about taxation before making a decision to invest in the Fund. Go to the Additional Information Document atwww.acornsau.com.au/product-disclosure-statement#aid. The material relating to taxation may change between the time when you read this PDS and the day you acquire an Acorns Investment Account.

08.    How to apply

To apply for an Acorns Investment Account, you must:

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read and carefully consider this PDS;

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complete and submit a valid application through either the Acorns App or the Website;

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be a resident of Australia;

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be at least 18 years old at the time you submit your Application; and

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make an initial contribution of at least $5,00.

We will not establish your Acorns Investment Account, and you will have no interest in the Fund, until we have received your first contribution of at least $5.00. We will send you an email confirmation once we have established your Acorns Investment Account. We are required by law to obtain, verify and record information that identifies each person who applies for an Acorns Investment Account. This process is automated through the App and Website, but you may be required to provide additional information, in certain circumstances.

Cooling-off rights
If you change your mind about investing in an Acorns Investment Account, you can ask us to cancel your Acorns Investment Account (or "cool-off") but there’s a limited time to do this—within 14 days of the earlier of when you receive your email notification confirming the establishment of your Acorns Investment Account, or 5 Business Days after we establish your Acorns Investment Account. If you "cool-off" we will (if we reasonably can) realise any Investments we have made for you and pay to you the proceeds together with any other money we hold for you (less any transaction costs and any other expenses we have incurred in respect of your Acorns Investment Account) but we will not do so if we determine that it would not be fair to all Investors to do so.

Complaints
If you have any enquiries about the Fund or your Acorns Investment Account please visit our Website or your mobile phone App. If you have a complaint about the Fund or your Acorns Investment Account please contact us by email at complaint@acornsgrow.com.au or by writing to us at Level 11, 2 Bulletin Place, SYDNEY NSW 2000. We will confirm receipt of any compliant by email, and get back to you when we investigated the circumstances. If we are not able to resolve your complaint within 21 Business Days, you may be able to seek assistance from the Financial Ombudsman Service Limited.

Financial Ombudsman Service Limited
Post: GPO Box 3, Melbourne VIC 3001
Phone: 1300 78 08 08
Email: info@fos.org.au
Website: www.fos.org.au

You should read the important information in the "Complaints" section of the Additional Information Document about complaints before making a decision in the Fund. Go to the Additional Information Document at www.acornsau.com.au/product-disclosure-statement#aid. The material relating to complaints may change between the time when you read this statement and the day you acquire an Acorns Investment Account.

09.    Other information

Consents
Acorns Grow Australia has given and not withdrawn its consent to the statements about it included in this PDS in the form and context in which they appear.

Australian Executor Trustees has given and not withdrawn its consent to be named in this PDS as custodian of the Fund in the form and context in which it is named. AET does not make, or purport to make, any statement that is included in this PDS and there is no statement in this PDS which is based on any statement by AET. To the maximum extent permitted by law, AET expressly disclaims and takes no responsibility for any part of this PDS other than the references to its name. AET does not guarantee the repayment of capital or any particular rate of capital or income return.

Dr. Harry Markowitz has given and not withdrawn his consent to the statements about him included in this PDS in the form and context in which they appear.

You should read the important information in the "Other important information" and "Glossary" sections of the Additional Information Document about:

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access to information about your Acorns Investment Account;

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the nature of indirect investing;

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your privacy rights;

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the Constitution and Compliance Plan of the Fund;

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Anti-Money Laundering and Counter-Terrorism Financing Laws;

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the Custodian to the Fund; and

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some of the terms used in this PDS.

before deciding to invest in the Fund. Go to the Additional Information Document at www.acornsau.com.au/product-disclosure-statement#aid. The material relating to this information may change between the time when you read this PDS and the day when you acquire an Acorns Investment Account.


Acorns Grow Australia Fund

Additional Information

1 June 2017

The information in this document forms part of the Product Disclosure Statement dated 1 June 2017 (PDS) for interests in the Acorns Grow Australia Fund.

You should consider the information in this PDS before deciding to invest in an Acorns Investment Account. The information in this document is general information only and does not take into account your personal financial situation or needs. You should obtain professional advice tailored to your own circumstances before investing.

01.    Investing in your Acorns Investment Account

Acorns is a micro investing product that offers an easy way to regularly invest either small or large amounts of money using the App from your mobile phone or the Website. Acorns is a registered managed investment scheme. If you apply to participate in Acorns, you apply to receive an interest in the Acorns Grow Australia Fund, which is a registered managed investment scheme (ARSN 607 533 022). We call this interest an “Acorns Investment Account” because you can make regular contributions to increase its value, you can withdraw all or part of your investment anytime you wish, and the ETFs you choose to invest in are held beneficially for you (subject to any fractional interests, which are pooled). If you apply, we establish one interest – one Acorns Investment Account – for each investor (Investor, or you).

The Investment Committee constructs the Portfolios using strategies based on modern portfolio theory. Dr. Harry Markowitz, the Nobel Prize winning economist and founder of modern portfolio theory, advises the Investment Committee. Acorns specifies target allocations to each of the ETFs to give each Portfolio the required exposure to equity and fixed-income assets (Target Allocations) (please refer to "Portfolios" below for more information on the Target Allocations).

To invest in an Acorns Investment Account, you must agree to rebalance your Acorns Investment Account automatically and to re-invest all ETF distributions automatically. The Acorns algorithm is designed to keep the allocation of your Acorns Investment Account within the range specified for your Selected Portfolio, even when the market prices of the ETFs fluctuate. As you invest or withdraw money, Acorns will initiate corresponding transactions to rebalance your Acorns Investment Account to maintain your Selected Portfolio with no brokerage fees. If you change your Selected Portfolio, Acorns will rebalance your Acorns Investment Account so that it reflects your new Selected Portfolio, with no switching fee.

Each Acorns Investment Account is structured as a separate trust account (bare trust). This means that each Investor has a direct, beneficial interest in the Investments held within their Acorns Investment Account. The legal title to the Investments will be held by the Custodian.

Warning: If you invest through an Acorns Investment Account, the Custodian is the legal owner of your Investments and your rights in relation to your Investments differ from those of direct investors. You will not have rights to attend meetings of holders of your Investments, you will not have rights to make elections in relation to corporate actions for your Investments, and you may have limited cooling off rights.

Connecting your your Funding Account
To invest in an Acorns Investment Account you must connect your Acorns Investment Account to your Funding Account using the App. All transactions (including contributions and withdrawals) must be made through your Funding Account, by direct debit. Your Funding Account cannot be a credit card, overdraft amount or any other borrowed money.

Contributions
There are 3 different ways you can make contributions to your Acorns Investment Account. There are no fees or charges for making contributions.

Lump Sum Deposit
You may add money to your Acorns Investment Account at any time from your Funding Account by entering the desired amount on the Deposit/Withdraw screen of the App.

Round Ups
You may link your Spending Accounts (bank account, credit card or debit card) and then round up the virtual change from every transaction. These round-up contributions (Round-Ups) can be transferred into your Acorns Investment Account manually or automatically. You can view your Round-Ups on the Round-Ups screen of the App. Automatic Round-Ups can be turned on and off under the Accounts section of the Settings screen. When enabled, the virtual spare change that has been rounded-up from your transactions is automatically invested for you each time the sum of pending Round-Ups associated with your Spending Account reaches $5. The App will initiate a Round-Up investment by direct deposit from your Funding Account. When automatic Round-Ups are not enabled, you can still specifically authorise the App to initiate a deposit from your Funding Account, corresponding to Round-Ups that you have selected.

Recurring Deposits
You may set up recurring deposits from your Funding Account on a daily, weekly, or monthly basis. Recurring Deposits can be turned on and off under the Accounts section of the Settings screen. You can select the amount of money you wish to invest regularly, and then choose the desired frequency. This is done under the “Recurring” tab of the Deposit/Withdraw screen.

Reinvestment of income
We calculate income (if any) received for your Acorns Investment Account daily. Your income will be automatically reinvested in your Acorns Investment Account within 2 Business Days of calculation. Even though any income on your Acorns Investment Account is automatically reinvested, it is still income to you for tax purposes. If you would prefer to receive your distributions as income, you can choose to simply withdraw the amount of any distribution that has been automatically re-invested into your Acorns Investment Account.

Franking credits
At the end of each financial year, we will notify you of any franking credits which you are entitled to in respect of the ETFs in your Acorns Investment Account.

Accessing your money
Withdrawals can be made for cash or as in-specie, subject to the conditions outlined below.

Cash Withdrawals
You can request a cash withdrawal from your Acorns Investment Account at any time. We will dispose of sufficient Investments in your Acorns Investment Account to pay the withdrawal proceeds as cash within five Business Days. There are no fees or penalties for cash withdrawals.

In Specie Withdrawals
You can request an in specie withdrawal of assets from your Acorns Investment Account upon prior agreement with the Responsible Entity. An "in specie withdrawal" from your Acorns Investment Account is the process of transferring the ETF Units in your Portfolio directly to you. In specie withdrawals may be conducted via HIN transfer, (either to your nominated broker account or to the ETF Issuer-sponsored sub-register), and will incur Transaction Costs. If you request, we will inform you of any Transaction Costs before implementing the in specie withdrawal. You will also be required to provide verification information again. In specie withdrawals will only be satisfied with respect to whole numbers of ETF Units, and not with respect to any fractional interests in ETF Units allocated to an Acorns Investment Account.

Acceptance of withdrawal requests
We will accept your withdrawal request when you make it, unless:

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there is a restriction on us or your Investments that prevents us from disposing of sufficient Investments;

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the disposal of an Investment is delayed by circumstances outside our control (for example, a disruption in the financial markets on which the ETF Units are quoted).

If any of these events occur, we can delay accepting your withdrawal request until the relevant circumstances change. We will notify you by email of any delay and will not be liable for any loss you may suffer because of a delay. If, at anytime, the Acorns Grow Australia Fund is not liquid (as defined by law), you will not be able to withdraw except on the terms of any withdrawal offer we make as permitted by law. We may not be obliged to make such offers.

Rounding of withdrawal requests
If you submit a withdrawal request that, if accepted, would result in your Acorns Investment Account balance falling to an amount that is less than: 

(a)

$5; or

(b)

5% of its current balance (where your current balance is less than $500 at the time of the withdrawal request),

then such withdrawal request will, if accepted, be rounded up such that all Investments in your Acorns Investment Account will be sold, the proceeds of the Sale paid to you, and your Acorns Investment Account balance will be zero.

Distributions
All distributions received by Acorns in respect of an ETF Unit (or fraction of an ETF Unit) that you have been allocated will be automatically re-invested into your Acorns Investment Account. If you do not hold an Acorns Investment Account (because, for example, you have closed it) at the time an ETF distribution is received by the Fund, you will not receive that distribution and it will instead be donated to charity.

If you would prefer to receive your distributions as income, you can choose to simply withdraw the amount of any distribution that has been automatically re-invested into your Acorns Investment Account. It is free to make a withdrawal from your Acorns Investment Account and withdrawals can be made at any time.

Structure of the Fund

02.    Other features and benefits

Reinvestment of distributions
All distributions received by Acorns in respect of an ETF Unit (or fraction of an ETF Unit) that you have been allocated will be automatically re-invested into your Acorns Investment Account.

Netting of transactions
Acorns is able to avoid charging brokerage fees to Investors, by eliminating unnecessary market transactions by relying on a process known as netting. This process works to offset buy and sell transactions between individual Acorns Investment Accounts, so that only the net position is traded on market (see Netting Policy).

Flat fee
Acorns charges a single flat fee. If the value of your Acorns Investment Account is less than $5,000 at the end of a month, you will not pay an Account Fee for that month. However, you will pay a Maintenance Fee of $1.25 for that month. If the value of your Acorns Investment Account is equal to or greater than $5,000 at the end of a month, you will not pay a Maintenance Fee for that month. However, you will pay an Account Fee of 0.275% p.a. for that month.

Automatic rebalancing
Acorns automatically rebalances your Acorns Investment Account when you contribute or withdraw money, after a distribution has been paid or after a market move occurs that causes your Acorns Investment Account allocation to deviate by 5% or more from your Selected Portfolio target allocation. This keeps your Acorns Investment Account in line with the target allocation of your Selected Portfolio. We don’t charge any fees for rebalancing and no brokerage fees are payable (see Transaction Costs) for an explanation of applicable buy/sell spreads).

Referral Fees
The Promoter and Administrator may from time to time determine to pay investors a referral fee, where that investor successfully refers another investor to open an Acorns Investment Account (Referral Fee). A Referral Fee will be payable if:

(a) an investor who holds an active Acorns Investment Account with a balance of $5 or more (Investor A) refers another person (Investor B) to open an Acorns Investment Account; and

(b) Investor B opens an Acorns Investment Account and deposits at least $5; and

(c) the Terms of Use at the time of the referral specific that a Referral Fee is currently payable,

(an Effective Referral).

Both Investor A and Investor B will receive a Referral Fee in respect of an Effective Referral. The Website and App at any given time will specify whether a Referral Fee is currently payable, and the amount of any such Referral Fee. Investors will also be notified when a Referral Fee is currently payable through the App. Investors who make an Effective Referral will have the amount of any Referral Fee paid into their Acorns Investment Account within 7 business days. Referral Fees will be paid by the Promoter and Administrator personally.

03.    Other risks

All investments involve risks—Investment values go up and down and income fluctuates. Different investment strategies carry different levels of risk. Investments with the highest long-term returns may also carry the highest level of short-term risk. You should consider the risks below and the risks included in the PDS when deciding whether to invest in an Acorns Investment Account and which Investments to choose. You should consider these risks in light of your own circumstances - which will vary depending on various factors, including age, investment time frame, expectations of returns, other investments held and tolerance to risk.

Administration risk
There may be delays in implementing your Investment Instructions.

Inflation risk
Investment returns may not be higher than inflation to enable you to reach your financial goals.

Legal risk
Laws (including tax laws) can change or become difficult to enforce—particularly in emerging markets. This can affect the value of Investments. Laws affecting managed investment schemes may change in the future.

Custody risk
There is a risk that the Fund may incur a loss arising from the failure of the Custodian to meet its obligations, including its obligation to provide for the safe custody of the assets of the Fund.

Operational risks
Operational risk includes those risks which ordinarily arise in the course of carrying on a funds management business. The processes, procedures and systems that are relied upon by the Responsible Entity, Custodian and Administrator and Promoter are sophisticated, and inadequacies within these processes, procedures and systems or the people operating them could lead to a problem with the operation of the Fund.

04.    Investments

Investment Instructions
You must direct us to invest your Acorns Investment Account in a mix of the following ASX quoted ETFs in accordance with your Selected Portfolio. Before deciding on your Selected Portfolio you should consider the likely investment returns, the risks of investing and the investment timeframe.

Portfolios
Conservative Portfolio
This portfolio has a high portfolio weighting to fixed income bond and cash ETFs and may suit an Investor who does not like risk and needs access to their money in the near future. The investment objective of the Conservative Portfolio is to provide a low level of risk which corresponds to low expected returns over the long term. The minimum suggested investment timeframe for this portfolio is 3 months. This portfolio is low risk. The assets in which the Conservative Portfolio invests, and the strategic target allocation of asset classes, is as follows:

Moderately Conservative Portfolio
This portfolio has a moderately high portfolio weighting to fixed income bond and cash ETFs and may suit an Investor who is looking for some capital growth, but is mostly concerned about protecting their money. The investment objective of the Moderately Conservative Portfolio is to provide a low level of risk which corresponds to low to moderate expected returns over the long term. The minimum suggested investment timeframe for this portfolio is 1 year. This portfolio is low to moderate risk. The assets in which the Moderately Conservative Portfolio invests, and the strategic target allocation of asset classes, is as follows:

Moderate Portfolio
This portfolio has a balanced portfolio weighting to Australian Equities; International equities; fixed income and cash and may suit an Investor who is looking for good medium to long term results with moderate capital growth, without large up-and-downs in the short term. The investment objective of the Moderate Portfolio is to provide balanced level risk which corresponds to moderate expected returns over the long term. The minimum suggested investment timeframe for this portfolio is 2 years. This portfolio is moderate risk. The assets in which the Moderate Portfolio invests, and the strategic target allocation of asset classes, is as follows:

Moderately Aggressive Portfolio
This portfolio has a moderately high portfolio weighting to Australian and international equities and may suit an investor who is prepared to take more risk in exchange for potentially higher returns over the medium to long term, and is comfortable with volatility and the possibility of negative returns. The investment objective of the Moderately Aggressive Portfolio is to provide a moderate to high level of risk which corresponds to moderate to high expected returns with capital appreciation over the long term. The minimum suggested investment timeframe for this portfolio is 3-5 years. This portfolio is moderate to high risk. The assets in which the Moderately Aggressive Portfolio invests, and the strategic target allocation of asset classes, is as follows:

Aggressive Portfolio
This portfolio has a high portfolio weighting to Australian and international equities and may suit an investor who is willing to take more risk in exchange for greater returns over the long term and is comfortable with volatility and the possibility of negative returns. The investment objective of the Aggressive Portfolio is to provide a high level of risk which corresponds to high expected returns with capital appreciation over the long term. The minimum suggested investment timeframe for this portfolio is 5-7 years. This portfolio is high risk. The assets in which the Aggressive Portfolio invests, and the strategic target allocation of asset classes, is as follows:

Emerald Portfolio
This portfolio has a socially responsible investment theme, with a moderately high portfolio weighting allocated to socially responsible Australian and international equities and may suit an investor who is prepared to take more risk in exchange for potentially higher returns over the medium to long term, and is comfortable with volatility and the possibility of negative returns. The investment objective of the Emerald Portfolio is to provide a moderate to high level of risk, which corresponds to moderate to high expected returns with capital appreciation over the long term. The minimum suggested investment timeframe for this portfolio is 3-5 years. This portfolio is moderate to high risk. The assets in which the Emerald Portfolio invests, and the strategic target allocation of asset classes, is as follows:

Portfolio Risks
The risks of investing in a managed investment scheme as outlined in the PDS and in section 3 of this document above apply to an investment in each of the Portfolios. However, an investment in the Conservative and Moderately Conservative Portfolios can be considered as less risky due to their higher portfolio weighting in fixed income and cash than an investment in the Moderately Aggressive and Aggressive Portfolios. This is because, generally speaking, there is a relationship between the level of return generated by an asset class and its level of risk.

Assets with the higher potential long-term returns, like equities, often also carry the highest level of short term risk. The target asset allocation of the more conservative Portfolios is weighted towards corporate bond, government bond and money market ETFs, rather than equity ETFs. Government bond, corporate bond and money market ETFs such as IAF, RCB and AAA are less exposed to market risk than equity ETFs. These investments are considered to be more "defensive" investments, as they can provide investors with a steady stream of income with limited potential for capital growth.

In contrast, Australian, Asian, European and US large cap ETFs such as STW, IAA, IEU, RARI, ETHI and IAF seek to provide investors with capital growth (and dividends) linked to the performance of global equity markets, but are considered to be riskier because they are highly exposed to price fluctuations.

Investors should consider which Portfolio is right for their individual circumstances, including their intended investment timeframe. If the security of your money is your highest concern, you should choose an investment with lower risk, bearing in mind that your return may be lower over the long term. Conversely, if your focus is on achieving higher returns, you will need to be comfortable with the fluctuations in the value of your investment before selecting a more aggressive investment.

Rebalancing
We will rebalance the Investments in your Acorns Investment Account automatically using an algorithm, upon the occurrence of any of the following events

• you make a withdrawal from your Acorns Investment Account;

• you make a contribution to your Acorns Investment Account; or

• as a result of a market move (including any distributions that are paid) that causes your Acorns Investment Account to deviate by 5% or more from your Selected Portfolio's target asset allocation.

By opening an Acorns Investment Account, you are providing us with a standing instruction to buy and sell ETF Units to rebalance your Acorns Investment Account in accordance with your Selected Portfolio, upon the occurrence of a market move, payment of distribution, contribution, withdrawal or payment of Management Costs. The authority will continue until your Acorns Investment Account is closed.

Switching Portfolios
You can change your Selected Portfolio at anytime. If you change your Selected Portfolio, we will affect the switch by disposing of Investments, and acquiring new Investments, on your behalf, as required. No switching or brokerage fees will be payable.

We will implement your switch promptly unless the circumstances specified in ‘Accessing your money’ apply. If they do we can delay the switch until those circumstances change. We will notify you of any delay. We are not liable for any loss you may suffer because of a delay.

Selecting available Investments
The Investment Committee advises the Responsible Entity on the selection of the ETFs for the Portfolios. The ETFs are selected as low cost, index-based ETFs, with each one representing a specific asset class. Our Portfolio construction process consists of three steps: selecting the asset classes, choosing low-cost ETFs to mirror the asset classes, and using modern portfolio theory analysis to construct optimal asset allocations.

Investor instructions to trading instructions
Included below is a flow diagram illustrating the conversion of an Investor's investment instructions into trading instructions, and the allocation of fractional interests to Investors.

1.

Investor deposits $10 into their Acorns Investment Account, and then selects the "Moderate Portfolio".

2.

Acorns Grow Australia calculates the required ETF units that need to be purchased, and notifies Responsible Entity.

3.

Responsible Entity purchases ETF units, which are held by the Custodian.

4.

Responsible Entity allocates fractions of the ETF units to the Investor, and other investors, in proportion to the funds they have invested into their Acorns Investment Account. Remaining fractions (that are not allocated to an Investor) are held by Acorns Australia.

Labour, environmental, social and ethical considerations
We do not take into account labour standards or environmental, social or ethical considerations for the purpose of selecting, retaining or realising investments of the Fund, any Portfolio or your Acorns Investment Account, except for the Emerald Portfolio, which has a portion of its securities selected with regards to environmental, social and ethical considerations. 

Fund performance
Up to date information on the performance of your Acorns Investment Account will be available using the App.

Changes to Portfolios
We may change the Portfolios from time to time and without notice (for example, we may change the number of Portfolios available, the selection of ETFs in each Portfolio and/or the relative weightings of the ETFs within each Portfolio). We will exercise our discretion to make changes to the Portfolios in circumstances including where we feel that changes need to be made to the underlying ETFs (for example because the ETF has become illiquid or suspended from trading or is about to be delisted), or where changes need to be made to achieve the investment objective of the Portfolio (paying regard to the target return and desired risk portfolio). We will notify you of any material changes to the Portfolios.

Netting Policy
Trading within the Fund is conducted at a pooled level. This means that each day, we assess the net trading requirements of the entire Fund, and trade ETF Units on this basis. For example, if one Investor is withdrawing funds from their Acorns Investment Account such that, for example, three units in the SPDR S&P/ASX 200 ETF are required to be sold, at the same time another Investor is contributing funds to their Acorns Investment Account such that three units in the SPDR S&P/ASX 200 ETF are required to be purchased, Acorns instead will simply transfer those three units from the first Investor to the second Investor, without incurring any brokerage cost. If there is an exact netting of transactions between Acorns Investment Accounts, the netted transactions are priced with reference to the mid-point of the ASX closing bid/offer spread for those same ETFs. Transactions that occur on-market are priced as traded.

05.    Fees and other costs


DID YOU KNOW?

Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns.

For example, total annual fees and costs of 2% of your account balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example, reduces it from $100,000 to $80,000).

You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the Fund or your financial adviser.


TO FIND OUT MORE

If you would like to find out more, or see the impact of the fees based on your own circumstances, theAustralian Securities and Investments Commission(ASIC) website (www.moneysmart.gov.au) has a managed investment fee calculator to help you check out different fee options.

This document shows fees and other costs that you may be charged. These fees and costs may be deducted from your money, from the returns on your investment or from your Acorns Investment Account as a whole. Taxes are set out in another part of this document. You should read all the information about fees and costs because it is important to understand their impact on your investment.

# See Additional explanation of feesand costs in the PDS for details of other service fees.

Total investment costs
It is important to understand that the total fees and other costs you pay in relation to your investment in the Acorns Investment Account includes Transaction Costs and the fees and costs of the Investments (including any Underlying Issuer Fees) you choose (specified in the relevant Offer Document) in addition to the fees and costs of the Fund (specified above).

Example of total investment costs for $50,000 invested in Acorns Investment Account
(with no Transactions).

Example of total investment costs for $1,000 invested in Acorns Investment Account
(with no Transactions)

* Estimates only. Actual fees and costs may vary.

Example of annual fees and costs
This table gives an example of how the fees and costs for your Acorns Investment Account can affect your investment over a one year period. You can use this table to compare this product against other managed investment products.

Conservative Portfolio

#Being the sum of the Account Fees and Underlying Issuer Fees for the Conservative Portfolio.

#Being the Underlying Issuer Fees for the Conservative Portfolio (Account Fees will not apply as the balance is less than $5,000).

Moderately Conservative Portfolio

#Being the sum of the Account Fees and Underlying Issuer Fees for the Moderately Conservative Portfolio.

#Being the Underlying Issuer Fees for the Moderately Conservative Portfolio (Account Fees will not apply as the balance is less than $5,000).

Moderate Portfolio

#Being the sum of the Account Fees and Underlying Issuer Fees for the Moderate Portfolio.

#Being the Underlying Issuer Fees for the Moderate Portfolio (Account Fees will not apply as the balance is less than $5,000).

Moderately Aggressive Portfolio

#Being the sum of the Account Fees and Underlying Issuer Fees for the Moderately Aggressive Portfolio.

#Being the Underlying Issuer Fees for the Moderately Aggressive Portfolio (Account Fees will not apply as the balance is less than $5,000).

Aggressive Portfolio

#Being the sum of the Account Fees and Underlying Issuer Fees for the Aggressive Portfolio.

#Being the Underlying Issuer Fees for the Aggressive Portfolio (Account Fees will not apply as the balance is less than $5,000).

Emerald Portfolio

#Being the sum of the Account Fees and Underlying Issuer Fees for the Emerald Portfolio.

#Being the Underlying Issuer Fees for the Emerald Portfolio (Account Fees will not apply as the balance is less than $5,000).

*Assuming no Transactions and the value of your Acorns Investment Account does not change. ASIC provides a fee calculator on www.moneysmart.gov.au, which you may use to calculate the effects of fees and costs on your investment in the Fund.


Note: The total fees and other costs you pay in relation to your Investments in your Acorns Investment Account includes Transaction Costs and the fees and costs of the Investments you choose in addition to the fees and costs of the Fund (shown above). See Total investment costs (above).

06.    Taxation

Tax status
The Responsible Entity is an Australian resident for tax purposes and does not pay tax on behalf of members of Acorns. Australian resident Investors are assessed for tax on their share of any income and capital gains generated in respect of their Acorns Investment Account, including income which is reinvested.

Each Acorns Investment Account is structured as a bare trust. An investor should be treated as holding their portfolio of assets directly, with the effect that an act done in relation to the asset by the Responsible Entity should be treated for income tax purposes as if the act had been done by the investor.

Obtain tax advice
You should be aware the tax comments contained in this PDS do not take into account your specific circumstances, and we therefore recommend that you obtain independent tax advice in respect of your investment in Acorns.

The taxation of trusts , including "bare trusts" where the investor is absolutely entitled to the trust assets, is currently under review due to the technical difficulties that can arise when applying the current law. For example, the Australian Tax Office's draft public ruling on absolute entitlement has not been finalised, ten years after it was first released. Investors should monitor the developments in this area.

If you are not a resident for Australian tax purposes, distributions may be subject to special withholding tax rules. You must tell us whether you are a resident for Australian tax purposes in your Application.

FATCA
The Foreign Account Tax Compliance Act (FATCA) is a US tax law for the purpose of identifying US tax residents with overseas income. The Fund may need to comply with the FATCA reporting requirements if it has US tax resident Investors. If requested by the Responsible Entity, you must agree, and it is a condition of the issue of your Acorns Investment Account, to provide certain information required by us or the Custodian in order to comply with any applicable law, including the FATCA. You must tell us whether you are a US tax resident in your Application and, if you are, you must agree to: provide certain information; waive any rights that would prevent us from complying with our FATCA obligations; acknowledge that, if you fail to provide the required waiver, we may withhold on any payments to you; and acknowledge that if you fail to provide information on a timely basis, you may be subject to a 30% U.S. withholding tax and may be included for reporting to the US IRS by the ATO.

07.    Complaints

Complaints about Investments
If you have any enquiries or complaints about any particular Investment you should contact the Issuer of that Investment as specified in the Offer Document for the Investment. If you are not satisfied with the Issuer’s response, contact us by email at complaint@acornsgrow.com.au or by writing to us at Level 11, 2 Bulletin Place, SYDNEY NSW 2000 and we will do what we reasonably can assist to facilitate a resolution.

Complaints about financial advice
If you have any enquiries or complaints about any financial advice received by you, you should contact the financial adviser as specified in their financial service guide. If you are not able to resolve your complaint, you may be able to seek assistance from the Financial Ombudsman Service Limited (see contact details above).

08.    Other important information

Access to information
Ongoing access
You can access information about your Acorns Investment Account through the App or Website at any time—including Transaction details, Investments, Investment values, Acorns Investment Account balance, and a summary of your Acorns Investment Account’s revenue and expenses over the last year.

Annual report
We will prepare an annual report for you after the end of each financial year (including a summary of your Transactions during the financial year a copy of the annual report for the Fund prepared by the Fund's auditor). We will notify you by email when it is available for you to download.

Investment notices
You may elect, at anytime, to receive copies of any communications we receive (or are entitled to receive) as legal owner of your Investments. Please send email to inquire@acornsgrow.com.au to notify us of this election.

Disclosing entity
The Fund is a disclosing entity and subject to regular reporting and disclosure obligations. Investors can obtain a copy, free of charge, of any of the following by calling us or from an ASIC office—most recent annual financial report lodged with ASIC, subsequent half yearly financial reports and continuous disclosure notices (if any) lodged with ASIC.

Indirect Investing
The legal interest in the ETF Units allocated to your Acorns Investment Account is held by the Custodian. We summarise below the differences between your rights as an Investor in an Acorns Investment Account, and your rights if you were to invest directly into the ETFs.

Investor rights
The Custodian is the legal owner of the Investments in your Acorns Investment Account, and therefore you will not automatically receive notices from the Issuers of the underlying Investments, or have any rights to attend meetings of holders of the Investments, or to make elections in respect of corporate actions for, or vote on resolutions regarding, your Investments. A direct investor in contrast will receive notices about the ETFs, including notices of meetings, annual reports, and retains full discretion to exercise voting rights.

Issuer rights 
If an Issuer does not issue an Investment because the conditions for the issue of the Investment have not been satisfied because the Product Disclosure Statement for the Investment is defective or for any other reason we will credit any refunded money to your Acorns Investment Account.

Withdrawal rights
The timing of payments and price of investments may differ for Acorns Investors than for direct investors. The time to acquire or withdraw from an underlying ETF may be delayed in accordance with Acorns operational requirements. In contrast, direct investments and withdrawals are made in accordance with the parameters of the particular action.

Privacy 
If you have an Acorns Investment Account, we will use your personal information to send you messages containing important information about your Acorns Investment Account. These messages are an important part of the service that we provide to you, and will be sent to you as long as you hold an Acorns Investment Account. Investors cannot opt-out of receiving these messages. We also use personal information about you to administer your Acorns Investment Account, to comply with the law (including AML/CTF laws—see below) and conduct research. We may also share your personal information with our service providers (including without limitation, the Custodian). You hereby consent to the provision of such personal information to our service providers, and consent to our service providers collecting, using, handling and disclosing that information for the purposes of carrying out the relevant service provider's obligations. We may use personal information you have provided to us to send you information about content available on the Acorns website(s), new or updated content, special offers, promotions or competitions or other items or material that you may be interested in. We do not use and disclose your personal information for other purposes unless they are related to these purposes, you consent or privacy law allows. We may transfer your personal information outside Australia, including to the United States of America. The privacy laws of those countries may not provide the same level of protection as the privacy laws in Australia.

We will try to collect your Australian tax file number (TFN) or Australian Business Number (ABN) for the purpose of paying distributions to you without withholding tax, as permitted by tax laws. You do not have to provide us with your TFN or ABN and it is not an offence for you to withhold this information. However, if you choose not to provide us with your TFN or ABN and do not have an exemption, we must deduct tax at 49%, before passing on any distribution to you.

If you think our records are wrong or out of date – particularly your address, mobile phone number, Funding Account or email address, contact us and we will correct them. You can access the personal information we hold about you by contacting us.

Our privacy policy contains further information about how you may access the personal information that is held by us and seek correction of such information and how you may complain about a breach of the Australian Privacy Principles and how we will deal with such a complaint.

You may contact our Privacy Officer with any queries about privacy by email at privacy@acornsgrow.com.au. A copy of our Privacy Policy is available at www.acornsau.com.au.

The Constitution and Compliance Plan
Constitution
Our legal relationship with you is governed by the Constitution together with this PDS and financial service laws.

Key provisions of the Constitution include:

>

our obligation to hold your Acorns Investment Account on a separate trust for you;

>

your right to direct us to invest your Acorns Investment Account in specified investments;

>

your right to income in relation to Acorns Investment Account;

>

when we may retire and appoint a new responsible entity;

>

changing the Constitution - generally, we need Investor approval if the change is adverse to Investors;

>

our right of indemnity from the Fund for any liabilities we incur in the proper performance of our duties as Responsible Entity;

>

our power to terminate the Fund at any time—including if we determine the Fund is no longer economical to operate; and

>

the rights of Investors to requisition meetings and the rules for meetings.

If you would like to see a copy of the Constitution, please email us atconstitution@acornsgrow.com.au.

Compliance Plan & Committee
The Fund has a compliance plan which describes the procedures applied in operating the Fund to ensure compliance with the Constitution, the Corporations Act and other laws. The compliance plan is lodged with ASIC and audited annually.

A compliance committee (of which the majority of members are independent of the Responsible Entity) monitors the Responsible Entity's compliance with the compliance plan. Alternatively, if the majority of Board members are independent of the Responsible Entity, the Board will monitor the Responsible Entity's compliance with the compliance plan.

Limits on our responsibility
Subject to the Corporations Act, so long as we act in good faith and in the proper performance of our duties, we are not liable to you in contract, tort or otherwise for any loss you suffer in any way relating to the Fund or your Acorns Investment Account. Instreet is indemnified out of the property of the Fund for any liability incurred by it in properly performing or exercising any of its powers or duties in relation to the Fund. Instreet's liability is limited to the extent to which it is indemnified out of the property of the Fund, except any liability arising out of any fraud, negligence or wilful misconduct on the part of Instreet.

Limits on Investor responsibility
The Constitution limits your liability to us or any creditor of the Fund to the value of your Acorns Investment Account. However, we cannot give you certain assurance on this as this issue has not been finally determined by Australian courts.

Anti-Money Laundering and Counter-Terrorism Financing Laws 
Anti-Money Laundering and Counter-Terrorism Financing laws (AML/CTF laws) are regulated by the Australian Transaction Reports and Analysis Centre (AUSTRAC). We must verify our clients' identities before providing services to them, and re-identify them if we consider it necessary to do so. To discharge our AML/CTF obligations we collect information in the Application; we may request additional information from you from time to time; we may delay, block, freeze or refuse to effect Transactions (and in such cases are not liable to you for any resulting loss); we may disclose information we hold about you or your Acorns Investment Account to regulatory and/or law enforcement agencies, including AUSTRAC and to other bodies, if required by law. Please note that in certain circumstances we may be prohibited from disclosing this to you. It is a criminal offence to knowingly provide false or misleading information or documents when completing an Application.

Custodian
The Responsible Entity has appointed an independent custodian to hold assets of the Fund. The Custodian, along with the Administrator and Promoter, is one of two key service providers to the Fund.


Australian Executor Trustees Limited (AET) is one of Australia’s largest and oldest licensed trustee companies. AET has been providing custody and trustee services for over 130 years, having been established in 1880. AET is a member of the IOOF Holdings Limited (IOOF) Group, a leading provider of wealth management products and services in Australia. IOOF is an ASX200 listed company.


The Responsible Entity has appointed AET under a Custodian Agreement. The Custodian's role is to hold the assets in its name and act on the direction of the Responsible Entity to effect cash and investment transactions. The Custodian Agreement sets out the remainder of the terms and conditions upon which the assets of the Fund will be held. The Custodian Agreement complies with the relevant regulatory requirements imposed in relation to custody of assets.


AET has no supervisory role in relation to the operation of the Fund and has no liability or responsibility to an Investor for any act done or omission made in accordance with the Custodian Agreement.


AET’s role as Custodian is limited to holding the assets of the Fund.
 

Glossary

Acorns Investment Account means the interest that is issued to an Investor in the Acorns Grow Australia Fund, and structured as a separate bare trust.

App means the software and technology we provide to let you access the Portfolio Calculator and your Acorns Investment Account using an internet-connected device.

Application means the online application process to be completed by an applicant for an Acorns Investment Account.

ASX means the Australian Securities Exchange.

Business Day means any day the Australian Stock Exchange opens for trading during all or part of the day.

Client Information means all information about you, including information about your identity, email address, physical address, location, nationality, citizenship, tax residency, financial situation, investment objectives, Funding Account, and Funding Account, that you supply Acorns through the Application or otherwise through the Website.

Custodian means Australian Executor Trustees Limited.

Deposit means a transfer of money from your Funding Account to your Acorns Investment Account and the crediting to your Acorns Investment Account of the money we receive in respect of the Investments in your Acorns Investment Account.

ETF means any of the exchange traded funds included in the Portfolios.

ETF Units means units in the ETFs.

Funding Account means the bank account that you use to send money to and receive money from your Acorns Investment Account. You can only have one Funding Account linked.

Investment Committee the committee which advises the Responsible Entity on the selection of ETFs for the Portfolios.

Investments the financial products we acquire on your behalf in accordance with your Investment Instructions (including your selected Portfolio).

Investment Instructions your instructions to us in relation to the Investments in your Acorns Investment Account.

Investor means the holder of an Acorns Investment Account.

Issuer the issuer of an Investment—if the Investment is a unit in a managed investment scheme, the issuer is the Responsible Entity of that scheme.

Management Costs means any Account Fees and Underlying Issuer Fees payable in respect of your Acorns Investment Account.

Offer Document the product disclosure statement or prospectus for an Investment.

Pending Round-Ups Round-Up sums less than $5.00.

Portfolio each of the model portfolios available for you to choose for Investments in your Acorns Investment Account.

Portfolio Calculator means the software within the App that helps you determine your preferred Selected Portfolio.

Privacy Policy means both the Privacy Policy of Acorns, which is available from time to time on the Website and the Privacy Policy available through the App.

We are required to handle your personal information in accordance with the requirements of the Privacy Act 1988 and the Australian Privacy Principles.

Purchase means a purchase of ETF Units into your Acorns Investment Account.

Quarter each 3 month period ending 31 March, 30 June, 30 September and 31 December.

Rebalancing means a combination of Purchases and/or Sales ordered by Acorns on your behalf to keep the proportions of ETFs in your Acorns Investment Account within the ranges specified for your Selected Portfolio.

Reinvestment means Purchases made on your behalf using distributions received in respect of ETF Units in your Acorns Investment Account.

Responsible Entity means Instreet Investment Limited.

Round-Up means an amount of money that you designate for investment in your Acorns Investment Account that equals the difference between the amount paid to purchase goods or services using your Spending Account and the lowest whole dollar amount that is greater than the purchase amount.

Round-Up Deposit means a Deposit initiated automatically in accordance with your standing instructions when your Pending Round-Ups are greater than $5.00.

Sale means a sale of ETF Units from your Acorns Investment Account.

Selected Portfolio means the Portfolio that you select to approximate in your Acorns Investment Account.

Spending Account means the account that you use for the purchase of goods or services that generate Round-Ups. This account may also be your Funding Account. You can have more than one Spending Account linked to generate Round-Ups.

Terms of Use when used on the Application, means any written terms or conditions that we require you to abide by when using the App and the Website. The Terms of Use include without limitation any written terms or conditions that Acorns requires you to agree to before loading the App or before accessing the Website.

Transaction Costs When we acquire or dispose of Investments for your Acorns Investment Account, we may incur transaction costs (Transaction Costs). Some Transaction Costs may be reflected in the price of the buy price/sell price of the Investment. Any Transactions Costs we incur on your behalf will be Deducted from your Acorns Investment Account. There is no brokerage fee charged. You may request and we will inform you of any Transaction Costs incurred.

Website means the Acorns website at www.acornsau.com.au.

Withdrawal means a transfer to your Funding Account of Cash disbursed from your Acorns Investment Account or an in-specie transfer of assets from your Acorns Investment Account pursuant to a Withdrawal Request (as relevant).

Withdrawal Request means a request for sale to fund a Withdrawal of the requested amount sent through the Website or App.