Definition
What is Information Memorandum (IM)?
The wholesale-offer disclosure document used in place of a PDS — not statutorily prescribed but conventionally follows a similar structure.
An Information Memorandum (IM) is the conventional offering document for wholesale offers in New Zealand. Unlike the Product Disclosure Statement (PDS) which is prescribed under the FMC Regulations 2014, the IM has no statutory form — its content and structure follow industry convention.
Typical IM structure (NZ wholesale credit / property funds): - Cover and contact details. - Executive summary — strategy, target return, minimum investment, term. - Investment strategy — asset class focus, sourcing, underwriting approach. - Investment team — bios, experience, prior funds. - Fee schedule — management, performance, entry / exit, expense recovery. - Risk factors — typically 15-30 specific risks. - Tax treatment — PIE, LP, trust structure implications. - Redemption / liquidity terms — frequency, notice, gate provisions. - Subscription mechanics — application form, payment, settlement. - Governance — manager, supervisor, custodian, auditor. - Material contracts and parties. - Glossary and definitions.
FMA expectations: even though the IM is not statutorily prescribed, it remains subject to the FMCA Part 2 fair-dealing rules — no misleading or deceptive conduct, no false or misleading representations. An IM containing forward-looking target returns must frame them as targets (not guarantees) and disclose the basis on which they are calculated.
Length: wholesale IMs typically run 40-80 pages for credit/property funds and 80-150 pages for PE/VC funds with more detailed strategy descriptions.
Investor access: an IM is shared with an investor only after the investor self-certifies under one of the seven FMCA Schedule 1 pathways. Wholesale Investor NZ links to public IM URLs where managers have authorised public access (typically 5-10% of wholesale funds); the remainder are gated and require contacting the manager directly.
Other Material Information (OMI): supplementary documents — fact sheets, quarterly investor updates, AIP-visa context documents — sit alongside the IM. The OMI doc-type is reused on Wholesale Investor NZ for context PDFs not subject to Sonnet ingestion (e.g. visa-eligibility memos, marketing summaries).
Related Terms
Product Disclosure Statement (PDS)
The FMCA-mandated retail disclosure document for any regulated offer of financial products — limited to 12 sections and specific length per the FMCA Regulations 2014.
SIPO (Statement of Investment Policy and Objectives)
The mandatory governance document for NZ managed investment schemes setting out the scheme's investment philosophy, asset allocation ranges, and decision-making process.
Wholesale Investor
An investor who meets specific criteria allowing access to investment products not available to the general public.
Financial Markets Conduct Act 2013 (FMCA)
The primary NZ statute governing the offer of financial products, fair dealing in financial markets, and licensing of financial-service providers.
Educational Content Disclaimer
This glossary provides general educational information only and does not constitute financial, legal, or tax advice. Definitions and explanations are simplified for educational purposes and may not cover all aspects or nuances of each term.
Before making any investment decision, you should seek independent advice from appropriately qualified professionals. Wholesale Investor does not recommend or endorse any particular investment, strategy, or fund manager.