Plan of distribution

An Accredited Investor does not subscribe for Investment Units directly from Woodfine. Each offering is intended to be distributed through a best-efforts agency arrangement: one or more registered dealers, engaged as agents rather than underwriters, solicit subscriptions on the vehicle's behalf without committing to purchase or resell any unsold portion themselves. This article covers that distribution channel — the agency structure, the Lead Agent role, and how subscription funds are held pending a closing.

Key takeaways

• Units are intended to be distributed on a best-efforts basis by registered dealers acting as agents, not purchased and resold by an underwriter.
• Each offering is intended to designate a Lead Agent to coordinate the agency group and the offering process for that vehicle.
• Subscription funds are intended to be held in trust by a third party until the conditions for closing are satisfied, not released to the vehicle on receipt.

Best-efforts agency, not underwriting

A best-efforts distribution differs from a bought-deal underwriting in where the risk of an unsold offering sits. An underwriter commits to purchase the entire offering from the issuer and bears the risk of reselling it; an agent commits only to using its best efforts to find subscribers, and any portion not subscribed for simply does not close. Each Direct-Hold Solution's offering is intended to proceed on this best-efforts basis: one or more registered securities dealers, acting as agents of the vehicle rather than as principals, solicit Accredited Investors and other eligible subscribers under the applicable prospectus exemption in each jurisdiction.

This structure means the agents take no position in the Investment Units themselves. Their role is solicitation and administration of the subscription process, for which they are intended to receive a fee — the specific commission structure for any given offering is a term of that offering and is not stated here in advance of it being set.

The Lead Agent role

Where more than one dealer participates in distributing a given vehicle's offering, one is intended to be designated the Lead Agent: the dealer responsible for coordinating the agency group, managing the subscription process, and acting as the primary point of contact between the vehicle and its distribution channel. The Lead Agent's role is administrative and coordinating, not an ownership or governance role in the vehicle itself — it is a service relationship, distinct from the General Partner or Administrator role each vehicle's governing entity holds.

Subscription funds held in trust

A subscriber's funds are intended to be held in trust by a third party — typically the vehicle's transfer agent or a similar independent custodian — from the time of subscription until the conditions for closing the offering (or a tranche of it) are satisfied. This separates the act of subscribing from the act of the vehicle receiving capital: funds are not released to the vehicle, and units are not issued, until closing conditions are met. If those conditions are not met, subscription funds are intended to be returned to the subscriber. This trust arrangement is a standard mechanism in best-efforts distributions generally, applied here across all four planned jurisdictions' offerings.

What this is not

This article describes the distribution mechanism each Direct-Hold Solution's offering is intended to use — it is not an offering document, a solicitation, or a statement of any specific offering's actual terms. No commission rate, offering size, minimum subscription amount, or Lead Agent has been named for any of the three planned vehicles, and the terms of the Professional Centres Canada LP's own historical distribution are not restated here. Every mechanism described — the agency structure, the Lead Agent role, the trust arrangement — is a planned design element of the offering process, not a commitment, and is subject to change as each jurisdiction's offering is structured and registered.

See also

• Accredited investor eligibility — the exemption under which Accredited Investors subscribe
• Four-jurisdiction framework — the four vehicles this distribution mechanism applies across
• Exemptions — the prospectus exemptions the agency offering relies on
• Regulated reporting entity — the continuous-disclosure status each vehicle holds or is intended to hold once established