Guidance

1. Rule 5.1 contains the definitions of Excluded Offers, such as Execution-only Transactions and Transactions with Market Counterparties.
2. A Fund Manager should note the requirements in Schedule 2 of FSMR. A Prospectus drawn up pursuant to Rule 9 should be made available to prospective Unitholders for as long as the Offer is open and once the Offer is closed, the Fund Manager's obligation to make the Prospectus available would cease.
3. Rules 3.3.3 and 3.3.4 set out the conditions that must be satisfied for Exempt Funds and Qualified Investor Funds. In particular, these Rules require that Units in an Exempt Fund or a Qualified Investor Fund may only be Offered for issue or sale by means of a Private Placement with Professional Clients.