1. Issue Date

This Financial Services Guide (FSG) is dated 16th of February 2021 and it replaces all previous versions.

2. Purpose and Contents of this FSG

The provider of the services described in this Financial Services Guide is QuietGrowth Pty Ltd (ACN 602 754 692), (QuietGrowth, We, Our, Us, or MDA Investment Manager), as an Authorised Representative (No. 001233619) of Bespoke Portfolio Pty Ltd (Bespoke, our licensee or the licensee), the holder of Australian Financial Services Licence (AFSL) number 341991.

This FSG provides you with important information regarding our services to consider before you deciding whether to use our financial services or products. The FSG is designed to provide you with an understanding of what to expect from our relationship and includes the following:

• who we are, and how you can contact us
• who is your adviser
• the financial services we are authorised to provide
• the costs of our services, how we are remunerated for these services
• any potential conflicts of interest we may have, and
• our internal and external dispute resolution process

If you choose to use any of our financial services and products, you may also receive other important documents. These documents may include a statement of advice and product disclosure statements.

If you have any questions, feel free to contact us by email. You can contact QuietGrowth at:
Email address: info@QuietGrowth.com.au
Postal address: Level 4, 11 York Street, Sydney, New South Wales 2000, Australia

3. Name of Authorising Licensee and its Contact Details

The authorising licensee is Bespoke Portfolio Pty Ltd. The contact details of the authorising licensee is: Bespoke Portfolio Pty Ltd, PO Box 23358, Docklands, Victoria 3008, Australia. Bespoke Portfolio can be contacted by emailing enquiries@bespokeportfolio.com.au.

4. Australian Financial Services License (AFSL) details & Financial Services provided

QuietGrowth, as well as its nominated representatives, is authorised to provide general and/or personal financial advice to retail and wholesale clients in the following classes of financial products:

1. Deposit and payment products limited to:
• securities
• derivatives
• basic deposit products
2. Managed investment Schemes limited to:
• Exchange Traded Funds
• Managed Discretionary Accounts (MDA)

QuietGrowth can undertake trades pursuant to client instructions (non-discretionary), or manage such investments on their behalf (discretionary) utilising a comprehensive range of financial products and services.

5. Who is your Adviser

QuietGrowth has been authorised by the licensee as an Authorised Representative to provide financial services. As the licensee, Bespoke Portfolio is responsible for the advice you receive from QuietGrowth.

The details of your Authorised Representative are:

Name	:	QuietGrowth Pty Ltd
ACN	:	602 754 692
AR no	:	001233619
Address	:	Level 4, 11 York Street, Sydney, New South Wales 2000, Australia
Email	:	info@quietgrowth.com.au

6. Method of providing financial services

If you wish to utilise our services, you may issue us with instructions:

• electronically, via the website of QuietGrowth.

We will also provide services to you if you issue instructions:

• in writing by email. You must check and confirm with us that instructions sent via email have in fact been received by us or
• via the telephone (please note that telephone calls may be tape recorded)

7. Nature of Advice

Personal financial advice

If we provide you with personal financial advice, then you will initially receive a Statement of Advice (SOA) when, or as soon as practical after the advice is given. This statement will set out the advice, the basis on which the advice was given and any remuneration or other benefit that we may receive. We will also include details of any matter that might reasonably be expected to be capable of influencing us in providing this advice.

If you maintain an advice relationship with us, then generally we will not provide an SOA for further advice situations unless there have been significant changes to either your personal circumstances or the basis of the advice since your last SOA was provided. In these circumstances however, we are still required to keep a Record of Advice (ROA). You have the right to request a copy of your SOA or ROA at any time.

We will maintain a record of your personal profile including details of your objectives, financial situation and needs. We also maintain records of any recommendations made to you. For information on how to access these records, please refer to the section 'Privacy Policy'.

We reserve the right to not give you personal advice in our regular updates, research reports or marketing material, or when you contact our Client Services team.

General financial advice

There may be times we offer you general financial advice. You should note that general financial advice does not relate specifically to you and therefore may not be appropriate to your particular financial needs, objectives and financial circumstances. You need to take this into account before deciding whether or not to act on it. This FSG contains general information. If you have further questions after reading it, please contact us.

8. Documentation

QuietGrowth will provide clients with the following documentation where applicable:

Transaction documentation

QuietGrowth will provide clients with the relevant documentation to facilitate requested transactions (i.e. client agreement, terms & conditions).

Factual information

QuietGrowth can provide you with factual information and research, and facilitate the execution-only requests.

Product Disclosure Statements

If we make a recommendation for you to acquire a particular financial product or offer to provide or arrange for the provision of a particular financial product, you should also receive a Product Disclosure Statement which contains important information regarding the features, benefits, risks and fees applicable to investment in such product, and should be read carefully to enable you to make an informed decision about whether to acquire or utilise such products.

Statement of Advice (SOA)

An SOA is a document that sets out your situation and goals, and our corresponding financial recommendations. If you are a retail client, you will normally receive a SOA when we provide you with personal advice that takes into consideration your personal objectives, financial situation and needs. The SOA will contain:

• the advice
• the basis on which it was given
• information about fees, commissions and associations related to the provision of this advice.

Record of Advice (ROA)

On an ongoing basis, a Record of Advice (ROA) will be provided instead of an SOA if there have been no significant changes in your personal circumstances and/or the basis of the advice has not significantly changed since your last SOA was provided. You have the right to request a copy of your SOA or ROA for up to seven years after the advice has been given.

Annual Investor Statement (AIS)

An AIS is a report which provides a comprehensive summary of your MDA. If you are a retail client, you will receive an AIS for each financial year.

9. Managed Discretionary Account (MDA)

This FSG complies with the conditions of MDA relief extended to MDA Service providers by ASIC in accordance with ASIC Corporations (Managed Discretionary Account Services) Instrument 2016/968 and ASIC Regulatory Guide RG179. QuietGrowth provides an MDA service that enables clients to delegate the investment management and trading discretion for exchange traded funds and other securities to QuietGrowth. This means QuietGrowth will invest in financial products on your behalf without prior reference to you for each individual transaction.

All securities and financial investments involve risks. QuietGrowth has an effective risk management system in place to ensure that all risks are recognised and measures to minimise the risks are implemented. QuietGrowth maintains a focused approach to risk management by monitoring regularly.

The risks associated with investing through the MDA service include:

• Investment objective risk: risk that an investor's objectives will not be met by the MDA.
• Manager risk, the risk that past performance results are not necessarily indicative of future performance.
• Concentration risk, the reliance on a group of securities, instruments or asset class that may significantly affect the performance of your portfolio.
• Product Risk, the risks for clients in utilising the MDA service also include those existent in non-discretionary dealings in exchange traded funds. These risks are referred to in the Product Disclosure Statement (PDS) of the relevant financial product. The PDS should be carefully read and reviewed before acquiring the product.
• Counterparty risk, risk of loss due to a counterparty not honouring a financial commitment which may cause the value of the MDA to fall. Counterparties include brokers, settlement houses, banks and other authorised deposit taking institutions
• Market risk, changes in the prices of investments that may result in loss of principal or large fluctuations in the valuation of your investment within short periods of time. Factors that drive changes in asset prices include changing profitability of companies and industries, economic cycles and conditions, volume of security issuances, investor demand levels, business confidence and government central bank policies.
• Volatility risk, the potential for the price of your portfolio to vary sometimes distinctly over a short period of time. The greater the volatility of the returns the more likely it is the returns will differ from those expected over a given time period.
• Liquidity Risk, when particular investments are difficult to purchase or sell preventing closing out a position or re-balancing within a timely period and at a fair price
• Inflation risk, the risk that the prices of goods and services will rise faster than the value of the investments
• Company specific risk, investment in a company's securities is subject to risk of that particular company's performance due to factors that are relevant and applicable to the company, the sector of the market to which the company belongs, or the equity market generally. Where it has exposure to that security it may affect the performance of the MDA
• Regulator Risk, changes of law and other statutory restrictions, including but not limited to taxation and corporate regulatory laws, practice and policy
• Key Employee Risk, relevant service providers employ specialist investment personnel who have responsibility for implementing the investment process. If key investment staff were to leave this would be destabilising and could lead to falls in the value of the MDA and in extreme circumstances could lead to the termination of the MDA. We actively develop alternative MDA strategies and are continually seeking new specialist investment personnel to mitigate key employee risk.
• Business Continuity Management, is a fundamental part of our ability to protect our staff and fulfil our fiduciary responsibilities to clients in protecting against business continuity risk. We maintain Crisis Response and Business Recovery Plans to facilitate the management of any incident which has the potential to harm our staff, damage our premises or disrupt our business.
• Strategy Risk, the risk that the investment processes of the MDAs do not successfully reproduce historical or intended results. This may have an adverse effect on the performance of the invested MDAs. The asset allocation process involved in the MDAs is entirely driven by the underlying quantitative model. The investment decisions are implemented via a strict framework of rules and limits, so no arbitrary discretionary investment decisions occur in the process.
• Currency Risk, the assets of the MDA may be exposed to currencies other than Australian dollars. The value of such investments may be affected favourably or unfavourably by fluctuations in exchange currencies. In all cases, back-testing for quantitative efficiency for each investment strategy is conducted by normalizing returns for currency fluctuations.

For MDA services, QuietGrowth will have to consider your personal circumstances, needs and objective. We will provide you with specific personal advice and issue you with an SOA and Client Agreement - MDA Contract.

It is important that you provide us with accurate information as the MDA Contract may not be suitable for you if you have provided to us limited or inaccurate information relating to your relevant personal circumstances. The MDA Contract may also cease to be suitable if your relevant personal circumstances change, therefore it is important that you communicate with QuietGrowth if you experience major changes in your circumstances.

Clients must enter into a formal Client Agreement - MDA Contract prior to accessing this service. The Client Agreement - MDA Contract provides all relevant communication protocols, and includes an investment program that is prepared in accordance with the requirements in Division 3 of Part 7.7 and Division 2 of Part 7.7A which details the following:

• the nature and scope of the discretion that QuietGrowth will be authorised and required to exercise
• any significant risks associated with the MDA contract.
• the basis on which we consider the MDA service suitable for you; and
• warnings about any applicable limitations relating to the MDA contract which you must consider before signing the MDA contract

QuietGrowth will review regularly the advice provided to you.

QuietGrowth's MDA Contract does not include custodial or depository services so as a client you will retain custody of any assets held pursuant to the MDA Contract. Therefore for the service to be implemented, you will need to authorise Bespoke Portfolio as the MDA Provider and authorise QuietGrowth, which is Bespoke Portfolio's Authorised Representative, as the MDA Manager to make investments on your behalf.

You will also receive an Annual Report summarising the information provided.

If you wish to instruct QuietGrowth in relation to corporate actions (proxy voting) or otherwise regarding the financial assets held in your MDA portfolio, please contact us.

10. Our Relationships

QuietGrowth and Bespoke Portfolio have relationships with various service providers so that we can provide you with MDA services. These relationships facilitate the operation of the services we provide.

Specifically, we have engaged OpenMarkets Australia Limited to provide the trading services and Australia and New Zealand Banking Group Limited to provide Cash Management Account Services.

From time to time, the parties with whom we have these relationships may change. We will inform you if these relationships change.

11. Professional Indemnity Insurance

In compliance with s912B of the Corporations Act 2001 (Cth) and ASIC RG 126 and subject to the terms and conditions, the licensee maintains a Professional Indemnity Insurance to cover the financial products and services that the licensee or its Corporate Authorised Representatives / Individual Representatives / Employees provide, including any claims in relation to the conduct of its former representatives/ employees. As QuietGrowth is a Corporate Authorised Representative of the licensee, the Professional Indemnity Insurance covers the financial products and services that QuietGrowth provides.

12. Our record-keeping obligations

QuietGrowth will seek to ensure that comprehensive and accurate records of client profiles, together with all advice/ recommendations provided, are properly maintained.

13. Who do we act for?

QuietGrowth is responsible for the financial services we provide to you under the Australian Financial Services Licence for which we are the Authorised Representative. We may provide you with financial products and services from either related or non-related product providers.

QuietGrowth does not act as a representative of any other licensee in relation to the services or products we provide.

14. Remuneration / commission / benefits

Please note that QuietGrowth does not take financial renumeration from any of the ETF issuers whose ETFs we include in our QuietGrowth Portfolios. QuietGrowth is remunerated through the fees that we charge for the services we provide.

The 'fees' section in this FSG provides an indication of standard fee and commission rates applicable to the approved products of QuietGrowth (all quoted exclusive of any Goods and Services Tax). These rates are subject to change from time to time. A detailed description of the fees, charges and commissions payable for each of the financial products offered by QuietGrowth can be found in the SOA and Product Disclosure Statement for the relevant financial product.

The employees and directors of QuietGrowth are remunerated by way of salary, equity and other employee benefits. They may also be eligible for a discretionary bonus that is based on achievement of pre-determined business objectives such as contribution to profit, client service, risk management and leadership/team contribution.

All remuneration paid by you to QuietGrowth or to our employees, directors and representatives is included in the ‘fees’ section in this FSG.

A service provider who may receive financial or non-financial benefits from us may have referred you to us. That service provider might have disclosed any of their arrangement with us to you.

15. Disclosure of any relevant conflicts of interest

QuietGrowth will advise you of any material interest that could reasonably be expected to influence our recommendation of a financial product to you either, verbally or within an SOA or ROA. We manage, and will clearly disclose any conflicts that we believe may influence our advice.

16. Dispute Resolution

QuietGrowth has an internal dispute resolution process in place to resolve any complaints or concerns you may have, quickly and fairly. Any complaints or concerns should be directed to the Complaints Officer by emailing accounts@QuietGrowth.com.au. Complaints can also be escalated to Bespoke Portfolio by emailing enquiries@bespokeportfolio.com.au or in writing at PO Box 23358, Docklands Victoria 3008.

We will seek, in a reasonable manner, to resolve and respond to complaints promptly. If an issue has not been resolved to your satisfaction, you can lodge a complaint with the Australian Financial Complaints Authority (AFCA). AFCA provides fair and independent financial services complaint resolution that is free to consumers.

Website: www.afca.org.au
Email: info@afca.org.au
Telephone: 1800 931 678 (free call)
In writing to: Australian Financial Complaints Authority, GPO Box 3, Melbourne VIC 3001

17. Privacy

QuietGrowth respects your right to the privacy of your personal information. Any personal information provided by you to QuietGrowth will be handled in accordance with our privacy policy. Our privacy policy details how we comply with the requirements of the Privacy Act 1988 (Cth) and the Australian Privacy Principles in the handling of your personal information.

A copy of that policy is available in the QuietGrowth website www.QuietGrowth.com.au.

18. Anti-Money Laundering and Counter Terrorism Finance Act

As a financial service provider, we have an obligation under the Anti-Money Laundering and Counter Terrorism Finance Act to verify your identity and the source of any funds. We use the services of a third-party provider to verify your identity online to meet the AML/KYC norms. In case such your online identity verification fails, we will ask you to present identification documents such as driver’s licence and passport. We will also retain copies of this information. We assure you that this information will be held securely. We cannot provide you with services if you are unwilling to provide this information.

Our brokerage partner might also verify your identity and might create a brokerage account for you only after they are satisfied about your identity.

19. Fees

 

Note:

• There might be various external service providers to this MDA service of QuietGrowth. This might include Execution and Clearing, Licensing, Online Verification, Audit and Compliance Services, among others. Fees to these external service providers are paid by QuietGrowth.
• Under the MDA Contract, QuietGrowth will give the client at least 30 days' prior notice in writing of increases to the fees. In relation to a change that is not an increase in fees or charges, QuietGrowth will give the client prior notice by email of a material change. The changes will take effect from the expiration of the notice period and the fees set out in the Financial Services Guide, the Statement of Advice and the MDA Contract will be deemed to be automatically amended in accordance with the notice.

Example of MDA fees

The following table gives an example of how the fees for the MDA implementing QuietGrowth Managed Account Strategy can affect your investment over a 1-year period. You should use the table to compare this QuietGrowth MDA service with other MDA services.

* Not applicable: QuietGrowth fees and costs are not negotiable.

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 assets held under our MDA service.

You should read all the information about fees and costs because it is important to understand their impact on your investment.