Item - 2022.TA19.1

The Board of Directors of the Toronto Atmospheric Fund:  

1.  Directed the Chief Executive Officer to implement a revised Intercreditor Agreement for the direct investment as set out in Confidential Attachment 1 to the report (August 10, 2022) from the Director, Impact Investing, Toronto Atmospheric Fund, to the satisfaction of Toronto Atmospheric Fund's Solicitor.

2.  Directed the Chief Executive Officer to enter into a side letter for the direct investment set out in Confidential Attachment 1 to the report (August 10, 2022) from the Director, Impact Investing, Toronto Atmospheric Fund, specifying Toronto Atmospheric Fund receives access to all information and reporting available to any other investor, regardless of seniority.

3.  Directed that the confidential information contained in Confidential Attachment 1 to the report (August 10, 2022) from the Director, Impact Investing, Toronto Atmospheric Fund, remain confidential in its entirety, as it contains commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Board of Directors of the Toronto Atmospheric Fund recessed its public meeting to meet in closed session to consider the item as it pertains to commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Direct Investment Committee is recommending the Board of Directors of the Toronto Atmospheric Fund approve entering into a revised Intercreditor Agreement based on negotiations demonstrating the best potential outcome for risk-adjusted return for TAF. The Direct Investment Committee is also recommending the Intercreditor Agreement be conditional upon a side letter specifying TAF receives access to all information and reporting available to all investors regardless of investment seniority.