What Is a Wholesale Investor — And Do You Qualify?

If you have seen private credit or property development fund advertising marked “wholesale investors only”, you may have assumed it was not for you. You may have been wrong.

Wholesale investor status under New Zealand’s Financial Markets Conduct Act 2013 (FMCA) is broader than most people realise. Here is exactly what it means and the four ways you can qualify.

Why Wholesale-Only Funds Exist

Under the FMCA, investment funds can be offered to the public in two ways: as regulated retail offers (requiring a Product Disclosure Statement, FMA registration, and extensive ongoing disclosure) or as wholesale offers (available only to investors who meet specific eligibility criteria, with significantly lighter regulatory requirements).

Wholesale-only funds are not less legitimate — they simply operate under a different part of the law, designed for investors who have the financial sophistication and resources to assess investment opportunities independently.

The Four Ways to Qualify

1. Eligible Investor (most common pathway)

You certify that you have sufficient experience in investing in financial products to assess the merits and risks of the investment. This certificate must be countersigned by a qualified financial adviser, accountant, or lawyer confirming it is reasonable.

This is broader than it sounds. If you have invested in property, managed a business, or made significant investment decisions over your career, you may well qualify. The certification process typically takes 30–60 minutes through your existing adviser and costs NZD 200–500.

2. Wealthy Person

Your net assets exceed NZD 5 million in the last two financial years, OR your net income exceeded NZD 500,000 in each of the last two years. No certificate is required — you verify this directly with the fund manager.

Many New Zealand property owners, farmers, and business owners qualify on this basis without realising it. Farmland, commercial property, and business equity all count toward the NZD 5 million threshold.

3. Large Investment

You are investing NZD 750,000 or more in this specific offer. No certificate required — the investment size itself satisfies the eligibility test.

4. Investment Business

Your principal business is investing — for example, a registered bank, insurer, or fund manager. This applies to institutions, not individuals.

How to Find Out If You Qualify

The most straightforward approach:

Step 1: Consider whether your net assets exceed NZD 5 million (including property, business interests, and investments). If yes, you likely qualify as a wealthy person without needing any certification.

Step 2: If not, speak to your accountant or financial adviser about an eligible investor certificate. Most advisers are familiar with the process and can complete it quickly.

Step 3: If you qualify, register your interest with Capital Connect. We will confirm your eligibility and send you the Information Memorandum for Capital Connect No.2 LP.

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This article is general information only. The eligibility criteria above are a summary — full criteria are set out in Schedule 1 of the Financial Markets Conduct Act 2013. Independent legal advice should be obtained if you are uncertain about your eligibility.