Question 1

What is a wholesale investor?

Accepted Answer

A wholesale investor in New Zealand is defined under the Financial Markets Conduct Act 2013. This includes individuals with net assets exceeding $5 million, or those who invest at least $750,000 and certify they have experience in acquiring or disposing of financial products.

Question 2

What is a wholesale investor in New Zealand?

Accepted Answer

A wholesale investor under the Financial Markets Conduct Act 2013 (FMCA) is a sophisticated investor who meets specific criteria, including: net assets exceeding $5 million, investing $750,000+ with relevant experience, owning $1M+ in financial products, being a large entity, or being an investment business. Wholesale investors receive fewer regulatory protections but gain access to exclusive investment opportunities.

Question 3

How do I qualify as a wholesale investor?

Accepted Answer

You can qualify as a wholesale investor by meeting one of several criteria: having net assets exceeding $5 million, investing at least $750,000 with relevant experience, being a large entity, or being an eligible investor as defined in the regulations.

Question 4

How do I qualify as a wholesale investor in NZ?

Accepted Answer

You can qualify through several pathways: (1) Net assets over $5 million (certified by accountant/lawyer), (2) Annual income over $250,000 for 2 years plus investing $750,000+, (3) Owned $1M+ in financial products in past 2 years, (4) Investing $750,000+ with relevant experience certification, (5) Being an investment business or large entity. The September 2025 High Court ruling clarified that eligible investor certificates require genuine assessment of experience.

Question 5

What documentation do I need to certify as a wholesale investor?

Accepted Answer

For the $5M net worth test: a certificate from a chartered accountant, lawyer, or authorised financial adviser dated within the last 6 months. For income/experience tests: self-certification plus supporting documentation. Most fund managers will provide their own certification forms. Keep copies of all certifications as you may need to re-certify for each new investment.

Question 6

What are typical minimum investment amounts?

Accepted Answer

Minimum investments vary by opportunity but typically range from $25,000 to $500,000. Private credit funds often require $100,000+, while some property developments may accept $50,000+.

Question 7

Can I include my primary residence in the $5M net worth test?

Accepted Answer

Generally no. The FMCA regulations typically exclude the value of your principal place of residence from net worth calculations for wholesale investor certification. You can include investment properties, business assets, shares, other investments, and non-primary residence real estate. Consult with your certifying professional for specific guidance.

Question 8

What due diligence is performed on opportunities?

Accepted Answer

All opportunities undergo comprehensive due diligence including financial analysis, management assessment, legal structure review, and risk evaluation. We work with professional advisors and only feature vetted opportunities.

Question 9

What types of investments are available to wholesale investors?

Accepted Answer

Wholesale investors can access: Private Credit (lending to businesses/property, 8-14% target returns), Private Equity (company buyouts/growth capital, 15-25% IRR), Venture Capital (startup investing, 20%+ target), Property Syndication (commercial/development projects, 10-18%), Hedge Funds, Infrastructure, Forestry/Agriculture, and Fund of Funds. These typically have higher minimums ($50K-$500K) but potentially higher returns than retail investments.

Question 10

What is private credit and how does it work?

Accepted Answer

Private credit involves lending money directly to businesses or property developers outside traditional bank channels. Returns come from interest payments, typically 8-14% p.a. depending on risk level. Structures include senior secured loans (lower risk, ~8-10%), mezzanine debt (medium risk, ~10-12%), and subordinated debt (higher risk, ~12-14%). Most funds are "evergreen" (open-ended) with quarterly redemptions.

Question 11

What is the difference between private equity and venture capital?

Accepted Answer

Private Equity (PE) invests in established, profitable businesses through buyouts or growth capital, targeting 15-25% IRR over 4-7 years with lower risk than VC. Venture Capital (VC) invests in early-stage startups with high growth potential, targeting 3-5x returns (20-30% IRR) over 7-10 years with higher risk but potentially larger upside. PE focuses on operational improvements; VC bets on market disruption.

Question 12

What are property syndications?

Accepted Answer

Property syndications pool capital from multiple investors to purchase, develop, or manage commercial real estate. Each investor owns a proportionate share via a limited partnership or unit trust. Types include: stabilised income (existing tenanted properties, 7-10% returns), value-add (properties needing improvement, 10-14%), and development (new construction, 12-18%). Minimums typically $50K-$250K with 3-10 year terms.

Question 13

What returns can I expect from wholesale investments?

Accepted Answer

Returns vary by asset class and risk: Private Credit 8-14% p.a., Private Equity 15-25% IRR, Venture Capital 20%+ (but highly variable), Property Syndication 10-18%, First Mortgage Funds 7-10%, Forestry 7-12%. Higher target returns generally come with higher risk, longer lock-up periods, or less liquidity. Always focus on NET returns after all fees.

Question 14

What are the main risks of wholesale investing?

Accepted Answer

Key risks include: Illiquidity (capital locked for years), Manager risk (performance depends on team quality), Market risk (economic downturns affect returns), Default/credit risk (borrowers may not repay), Concentration risk (limited diversification in some funds), Leverage risk (debt amplifies losses), and Regulatory risk (rule changes). Wholesale investors receive fewer protections, so thorough due diligence is essential.

Question 15

How liquid are wholesale investments?

Accepted Answer

Most wholesale investments have limited liquidity: Private Equity/VC funds lock capital for 7-10 years until exits, Private Credit typically offers quarterly/annual redemptions with 30-90 day notice, Property syndications usually hold until sale (3-10 years), Some funds have secondary markets but at potential discounts. Always understand liquidity terms before investing and maintain adequate liquid reserves.

Question 16

What is the Active Investor Plus (AIP) visa?

Accepted Answer

The AIP visa is New Zealand's investor immigration pathway requiring investment in "acceptable investments" for 4 years. From April 2025, there are two categories: Growth ($5M minimum in direct or managed growth investments) and Balanced ($10M with at least 40% in growth investments). AIP applicants must spend time in NZ (21 days/year Growth, 105 days Balanced) and meet health/character requirements.

Question 17

What investments qualify for the AIP visa?

Accepted Answer

Acceptable AIP investments include: Listed NZ equities, Managed funds investing in NZ businesses, Private Equity/VC funds focused on NZ, Direct investment in NZ companies, Certain property developments (not passive residential), Some agriculture investments. NOT acceptable: Government bonds, residential property, bank deposits, passive forestry. The key is "growth" focus contributing to NZ economic development.

Question 18

Which funds on this site are AIP eligible?

Accepted Answer

Most venture capital funds, private equity funds, and growth-focused managed funds listed on Wholesale Investor NZ are AIP eligible. Look for the "AIP Eligible" badge on fund listings. Popular AIP choices include: Movac, GD1, Icehouse Ventures funds, Pioneer Capital, Greener Pastures, and many private credit funds. Always verify eligibility with Immigration NZ or a licensed adviser before investing.

Question 19

What fees do wholesale investment funds charge?

Accepted Answer

Typical fee structures include: Management Fee (1-2% p.a. of assets), Performance Fee (15-20% of returns above hurdle, typically 8%), Entry Fee (0-3%), Exit Fee (0-2%), and Administration costs. PE/VC funds often use "2 and 20" (2% management + 20% carried interest). Always calculate total fee impact on net returns—a fund targeting 10% with 2.5% fees means ~7.5% net.

Question 20

What is a hurdle rate in performance fees?

Accepted Answer

A hurdle rate is the minimum return a fund must achieve before the manager earns performance fees. For example, with an 8% hurdle and 20% performance fee, if the fund returns 12%, the manager earns 20% of the 4% above the hurdle (0.8% of assets). Some funds have "catch-up" provisions where managers get higher fees once hurdle is cleared. Always understand the fee mechanics before investing.

Question 21

How are wholesale investments taxed in New Zealand?

Accepted Answer

Tax treatment varies by structure: PIE funds cap tax at 28% regardless of your marginal rate, LP/trust income passes through at your marginal rate (up to 39%), NZ capital gains are generally not taxed (with exceptions). Forestry has special deduction rules. AIP visa holders have a 4-year temporary tax exemption on foreign income. Always consult a tax adviser for your specific situation.

Question 22

What is a PIE and why does it matter?

Accepted Answer

A Portfolio Investment Entity (PIE) is a tax structure that caps tax on investment income at 28% (or lower based on your Prescribed Investor Rate). For high-income investors on the 39% marginal rate, PIE funds provide significant tax savings. Look for "PIE" in fund structures, especially for income-generating investments like private credit. Note: not all wholesale funds use PIE structures.

Question 23

How do I verify if a fund manager is legitimate?

Accepted Answer

Check: (1) FSP Register (fsp-register.companiesoffice.govt.nz) for registration status, (2) FMA website for any warnings or enforcement actions, (3) Company register for director details, (4) Request audited financials and track record data, (5) Speak with existing investors, (6) Verify professional indemnity insurance. Red flags include: pressure to invest quickly, guaranteed returns, reluctance to provide documentation.

Question 24

What questions should I ask before investing?

Accepted Answer

Key questions: What is your track record (gross and net returns)? How did you perform in downturns? What was your worst investment? What are the fees (all-in)? What are the liquidity terms? Who are the key people and what happens if they leave? What are the main risks? How much of your own money is invested? Can I speak with existing investors? Get answers in writing.

Question 25

What red flags should I watch for?

Accepted Answer

Warning signs include: Guaranteed or unusually high returns, Pressure to invest quickly ("closing soon"), Unregistered operators or no FSP number, Reluctance to provide documentation, Complex structures with no clear rationale, Manager not investing own capital, Recent regulatory actions, High staff turnover, Inability to explain the investment clearly. If something feels wrong, walk away.

Question 26

What is Wholesale Investor NZ?

Accepted Answer

Wholesale Investor NZ is a directory service connecting wholesale investors with investment opportunities across private credit, venture capital, private equity, property, and alternative assets in New Zealand. We aggregate information from fund managers and provide educational content, but we do NOT provide financial advice. All investment decisions are your responsibility—we recommend consulting qualified advisers.

Question 27

Does Wholesale Investor NZ provide financial advice?

Accepted Answer

No. Wholesale Investor NZ is a directory and information service only. We do not provide personal financial advice, recommend specific investments, or receive commissions from fund managers. All information is for general purposes only. Before investing, conduct your own due diligence and consult with licensed financial advisers, accountants, and lawyers as appropriate.

Question 28

How do I get listed on Wholesale Investor NZ?

Accepted Answer

Fund managers and platforms can apply to be listed by contacting us at hello@wholesaleinvestor.co.nz. We review submissions for legitimacy (FSP registration, compliance) before adding to the directory. Listing is free for qualifying funds. We do not charge investors or take commissions—the directory exists to help wholesale investors discover opportunities.

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