Item - 2023.TA1.5

The Board of Directors of the Toronto Atmospheric Fund:

1.  Delegated to the Direct Investment Committee, in accordance with Articles 4.7 c) of the Toronto Atmospheric Fund By-law No. 1-2022, approval of financing for individual Energy Savings Performance Agreements (ESPAs) using existing Board-approved financing agreements established with Efficiency Capital Corporation, provided that:

i.  No financing of an individual ESPA exceeds $2 million.

ii.  Each ESPA is subject to any additional terms and conditions as may be acceptable to the Direct Investment Committee, having considered the appropriate levels of risk and return.

iii.  The Direct Investment Committee regularly reports to the Board with respect to the approved ESPAs.

2.  Confirmed and ratified the following:

i.  The Direct Investment Committee approval on March 31, 2022 of an ESPA investment outlined in Confidential Attachment 1 to the report (January 27, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund.

ii.  The Direct Investment Committee approval on January 24, 2023 of a revision to an existing ESPA investment outlined in Confidential Attachment 1 to the report (January 27, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund.

3.  Directed that the confidential information contained in Confidential Attachment 1 to the report (January 27, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund remain confidential in its entirety as it contains 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 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 report recommends that approval of financing for individual Energy Savings Performance Agreements (ESPAs), which are drawn from financing lines that have been approved by the Toronto Atmospheric Fund Board for Efficiency Capital, be delegated to Toronto Atmospheric Fund’s Direct Investment Committee (DC). Prior to the creation of the DC the Board had delegated to the Investment Committee (IC) the ability to determine and approve the terms and conditions of additional investments in EPSAs within the established financing lines. The Direct Investment Committee has assumed responsibility for these types of transactions and the Board may delegate to the Direct Investment Committee in accordance with the recently approved new By-laws.