Disclaimer

Last updated: 1/1/2025

Please read this Disclaimer carefully. By using this platform, you acknowledge and accept all disclaimers, risks, and limitations described herein.

1. Wholesale Investors Only

1.1 Eligibility Requirement

This platform and all investment opportunities featured are exclusively for wholesale investorsas defined in the Financial Markets Conduct Act 2013 (FMCA). A wholesale investor must meet at least one of the following criteria:

• Investment Business: You are an entity whose principal business is investing in securities
• Investment Activity: You have made investments totaling at least $1 million in the past two years
• Large Entity: You are a company with total assets or annual revenue exceeding $5 million
• High Net Worth: You have net assets exceeding $5 million
• High Income: You have earned at least $250,000 per year in each of the last two financial years
• Professional Investor: You are a licensed financial advisor, QFE, or other professional investor
• Government Entity: You are a Crown entity, local authority, or similar government organization

1.2 Certification and Verification

By accessing this platform, you certify that you meet wholesale investor criteria. We reserve the right to request evidence of your wholesale investor status at any time. Providing false information is a serious offense and may result in:

• Immediate termination of platform access
• Legal action against you
• Reporting to relevant authorities
• Potential penalties under the FMCA

1.3 Retail Investors - Do Not Proceed

If you do NOT meet wholesale investor criteria, you must not:

• Access or use this platform
• View investment opportunities listed here
• Contact investment providers through this platform
• Make investments in opportunities featured on this platform

Many investments listed are not subject to the same disclosure and investor protection requirements as retail offers. They are higher risk and less liquid than retail investments.

2. Not Financial, Investment, Tax, or Legal Advice

2.1 Information Only

All information on this platform is provided for informational purposes only and does NOT constitute financial, investment, tax, or legal advice.

Wholesale Investor NZ:

• Is NOT a licensed financial advisor
• Does NOT provide personalized investment recommendations
• Does NOT analyze your financial situation or goals
• Does NOT assess the suitability of investments for your circumstances
• Does NOT provide tax planning or legal advice

2.2 Seek Professional Advice

Before making any investment decision, you MUST:

• Consult with a licensed financial advisor who understands your situation
• Obtain independent legal advice regarding investment terms and risks
• Seek tax advice from a qualified accountant or tax specialist
• Conduct your own thorough due diligence
• Read all investment documents carefully
• Understand the specific terms, conditions, and risks of each investment

2.3 No Recommendations or Endorsements

The listing of an investment opportunity on our platform does NOT constitute:

• A recommendation to invest
• An endorsement of the investment or provider
• A guarantee of quality, legitimacy, or performance
• Verification of all claims made by the provider
• Our opinion that the investment is suitable for you

3. Investment Risks

3.1 General Investment Risks

All investments carry significant risk. You acknowledge and accept that:

• Loss of Capital: You may lose some or all of your invested capital
• No Guarantees: Returns are not guaranteed and may be negative
• Volatility: Investment values may fluctuate significantly
• Illiquidity: You may not be able to sell or exit investments when desired
• No Exit Market: Many wholesale investments have no secondary market
• Long Lock-Up Periods: Capital may be committed for extended periods (5-10+ years)

3.2 Specific Risks by Asset Class

Different investment types carry different risks, including but not limited to:

• Private Credit: Default risk, credit risk, lack of liquidity, no secondary market
• Property/Real Estate: Market cycles, tenant risk, development risk, leverage risk, illiquidity
• Venture Capital: High failure rate, total loss risk, extremely long time horizons, no liquidity
• Private Equity: Leverage risk, operational risk, long lock-up periods, illiquidity
• Direct Lending: Borrower default, security enforcement challenges, no diversification
• Structured Products: Complexity risk, counterparty risk, lack of transparency
• Managed Funds: Manager risk, fee drag, investment strategy risk

3.3 Past Performance

Past performance is not indicative of future results. Historical returns:

• Do not predict or guarantee future performance
• May not reflect current market conditions
• May have been achieved in different economic environments
• May not be repeatable
• Should not be relied upon when making investment decisions

4. Information Accuracy and Completeness

4.1 Third-Party Information

Most information on our platform is provided by third parties (investment providers, fund managers, platforms). While we make reasonable efforts to ensure accuracy, we:

• Do NOT independently verify all information provided by third parties
• Do NOT guarantee the accuracy, completeness, or currentness of any information
• Are NOT responsible for errors, omissions, or misrepresentations
• Cannot ensure all information is up to date
• May display information that is outdated or incorrect

4.2 No Warranty

We make NO WARRANTIES OR REPRESENTATIONS about:

• The accuracy or reliability of any information on the platform
• The performance projections or forecasts provided by investment providers
• The financial condition or viability of any investment provider
• The legal compliance of any investment offering
• The enforceability of any investment terms

4.3 Forward-Looking Statements

Investment opportunities may include forward-looking statements about future performance, market conditions, or business prospects. These are subject to significant risks and uncertainties. Actual results may differ materially from projections.

5. Due Diligence Responsibility

5.1 Your Responsibility

You are solely responsible for conducting your own due diligence before investing. This includes:

• Reviewing all investment documents, including information memorandums, trust deeds, and subscription agreements
• Understanding the investment structure, terms, fees, and risks
• Investigating the track record and reputation of the investment provider
• Verifying claims and representations made by providers
• Assessing the financial viability of the investment
• Understanding tax implications
• Evaluating liquidity and exit options
• Considering how the investment fits within your overall portfolio

5.2 Our Due Diligence

While we may conduct basic screening of investment providers and opportunities, our due diligence:

• Is limited in scope and depth
• Does NOT replace your own due diligence
• Does NOT constitute a recommendation or endorsement
• May not identify all risks or red flags
• Should NOT be relied upon as the sole basis for investment decisions

6. Platform Role and Limitations

6.1 Directory Service

Wholesale Investor NZ operates as an independent directory and information platform. We:

• Aggregate and display investment opportunities from multiple providers
• Facilitate connections between investors and providers
• Provide educational content about wholesale investing
• Offer filtering and search tools to help investors find opportunities

6.2 We Are NOT

Wholesale Investor NZ is NOT:

• A financial advisor or investment advisor
• A fund manager or investment manager
• A broker, dealer, or intermediary
• A party to any investment transactions
• Responsible for the performance of investments listed
• An underwriter or guarantor of any investments

6.3 No Commissions or Conflicts (Unless Disclosed)

Generally, we do NOT receive commissions, fees, or other compensation from investment providers for listings. If we do receive compensation, it will be clearly disclosed. We aim to remain independent and unbiased.

7. Regulatory and Compliance Matters

7.1 FMCA Compliance

Investment opportunities listed may be offered under exclusions from the Financial Markets Conduct Act 2013, including the wholesale investor exclusion. This means:

• They may not be subject to full FMA disclosure requirements
• They may not have a Product Disclosure Statement (PDS)
• They receive less regulatory oversight than retail offers
• Investor protections may be limited

7.2 Your Compliance Obligations

You are responsible for ensuring:

• You meet wholesale investor eligibility criteria
• Your investments comply with all applicable laws
• You comply with tax reporting and payment obligations
• You comply with anti-money laundering (AML/CFT) requirements
• You do not breach securities laws or regulations

7.3 International Investors

If you are not a New Zealand resident, you must:

• Ensure investments comply with laws in your jurisdiction
• Understand cross-border tax implications
• Comply with foreign investment restrictions
• Consider currency and exchange rate risks

8. Limitation of Liability

8.1 No Liability for Investment Losses

Wholesale Investor NZ, its directors, officers, employees, and affiliates are NOT LIABLE for:

• Any investment losses or financial damages
• The performance or non-performance of any listed investment
• The conduct, representations, or actions of investment providers
• Errors, omissions, or inaccuracies in investment information
• Fraud, misrepresentation, or misconduct by investment providers
• Failure of investment providers to honor commitments
• Illiquidity or inability to exit investments

8.2 Platform Availability

We do not guarantee continuous, uninterrupted, or secure access to the platform. We are not liable for:

• Technical failures, outages, or errors
• Loss of data or information
• Unauthorized access or security breaches
• Delays in updating information

8.3 Maximum Liability

To the maximum extent permitted by law, our total liability to you for any claims arising from use of the platform shall not exceed NZD $100.

9. Specific Disclaimers

9.1 Tax Advice

We do NOT provide tax advice. Tax implications of investments can be complex and vary based on your circumstances. Consult a qualified tax advisor before investing.

9.2 Legal Advice

We do NOT provide legal advice. Investment documents may contain complex legal terms. Obtain independent legal advice before signing any investment agreements.

9.3 Regulatory Status

Information about regulatory status, licenses, or approvals of investment providers is provided by those providers. We do not independently verify regulatory status. Check with relevant authorities (FMA, ASIC, etc.) to confirm provider credentials.

9.4 AIP Visa Eligibility

Some investments are marked as "AIP Eligible" for the Active Investor Plus visa category. This information is provided by investment providers and is subject to change. We do NOT:

• Guarantee AIP eligibility of any investment
• Provide immigration advice
• Confirm eligibility with Immigration New Zealand

Consult a licensed immigration advisor and check with Immigration New Zealand to confirm AIP eligibility.

10. User Acknowledgments

By using this platform, you acknowledge and agree that:

• You have read and understood this Disclaimer in full
• You are a wholesale investor as defined in the FMCA 2013
• You understand all investments carry risk of loss, including total loss
• You will conduct your own due diligence before investing
• You will seek professional financial, legal, and tax advice
• You are solely responsible for your investment decisions
• You accept all risks associated with using this platform and making investments
• You will not rely solely on information provided on this platform
• You release Wholesale Investor NZ from all liability related to your investments

11. Changes to This Disclaimer

We may update this Disclaimer at any time. Changes will be posted with a new "Last Updated" date. Your continued use of the platform after changes constitutes acceptance of the updated Disclaimer.

12. Severability

If any provision of this Disclaimer is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. Governing Law

This Disclaimer is governed by the laws of New Zealand and subject to the exclusive jurisdiction of the New Zealand courts.

14. Contact Information

If you have any questions about this Disclaimer, please contact us:

• Email: legal@wholesaleinvestor.co.nz
• Subject Line: "Disclaimer Inquiry"