The legal line: Schedule 1 of the FMC Act
Retail offers of managed funds trigger the full disclosure regime: PDS, register entries, quarterly fund updates, licensed manager, licensed supervisor, audited financial statements. Schedule 1 of the FMC Act then lists exclusions — offers that can be made without that regime. The biggest is the offer restricted to wholesale investors. A fund that only ever offers to wholesale investors can operate with no PDS, no public fund updates and no Disclose entries at all.
Who counts as a wholesale investor
Schedule 1 defines several routes into "wholesale": being in the investment business (fund managers, brokers and similar); being large — broadly, NZ$5 million or more in net assets or turnover in each of the last two financial years; government agencies; meeting the investment-activity criteria (for example owning, or having transacted, at least NZ$1 million of specified financial products in the relevant period, or equivalent professional experience); investing a minimum of NZ$750,000 in the offer; or self-certifying as an eligible investor with the certificate confirmed by a financial adviser, lawyer or qualified accountant. The precise definitions and dollar tests live in the schedule itself — linked below.
What wholesale investors give up
The wholesale label removes most retail protections at once: no PDS or fund updates means no standardised fee or performance disclosure; no licensed-supervisor requirement means no independent monitor with statutory duties to investors; and several dispute and conduct protections narrow. That trade can be perfectly rational for institutions running their own due diligence. It is a poor trade for an individual signed into an "eligible investor" certificate without understanding that the safety rails just left the room — a pattern the FMA has publicly warned about, particularly around property-development offers.
Why wholesale funds aren't on this site
ManagedFundsNZ is built on regulated public disclosure: every fee, return and holding shown here traces to a Disclose-register filing. Wholesale-only funds file none of that, so there is nothing verifiable to display — listing them would mean republishing marketing numbers with no primary source, which this site does not do. If a fund is missing from the site, checking whether it is wholesale-only is the first explanation to test.
Questions to ask before signing anything "wholesale"
If an offer requires certifying yourself as wholesale or eligible: ask why the issuer is not making a retail offer; ask what reporting you will receive and who — if anyone — independently supervises the manager; ask how the assets are held and valued, and how you exit. None of these questions has a mandated answer in the wholesale world, which is exactly the information the certificate waives. For most individual investors, the retail regime's documents exist so these questions never need to be asked personally.