University of Toronto Asset Management Corporation - s. 147

Headnote

UNIVERSITY OF TORONTO ASSET MANAGEMENT CORPORATION

Subsection 107(3) of the Regulation and section 147 of the Act -- Non-profit corporation exempted from the minimum free capital requirement of subsection 107(3) of the Regulation provided that the entity which controls the non-profit enter into a guarantee whereby it agrees to unconditionally guarantee any claims made against the non-profit as a result of the non-profit being registered as an adviser under the Act to a maximum amount equal to what would have been the non-profit's minimum free capital requirement pursuant to subsection 107(3) of the Regulation.

Statute Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.

Regulation Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., s. 107(3).

IN THE MATTER OF

THE SECURITIES ACT R.S.O. 1990

CHAPTER S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

UNIVERSITY OF TORONTO ASSET MANAGEMENT CORPORATION

ORDER

(Section 147)

UPON the application of University of Toronto Asset Management Corporation (the Corporation) for an order pursuant to section 147 of the Act that the Corporation be exempt from the minimum free capital requirement of subsection 107(3) of the regulation (the Regulation) to the Act;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the Commission);

AND UPON the Corporation representing to the Commission as follows:

1. The Corporation is a corporation without share capital that was incorporated by letters patent on April 25, 2000 by The Governing Council of the University of Toronto (the UofT) under the Corporations Act (Ontario).

2. The principal objectives of the Corporation are to create added value by providing both current and future financial resources for the UofT and its pension funds that will contribute to globally recognized education and research.

3. As a corporation without share capital, the Corporation is governed by its members, who are its directors, whose appointments are, and terminations are, effectively governed by The Governing Council of the UofT. In addition, the UofT controls the Corporation financially.

4. As a corporation without share capital, the Corporation does not have any share capital as evidenced by its audited financial statements.

5. In accordance with an amended and restated Service and UTAM Personnel Agreement between the UofT and the Corporation, the UofT will pay an amount to the Corporation for its services that will enable the Corporation to recover the costs of its operations. As a result, the Corporation will never generate a net income or a net loss.

6. The Corporation has no long-term assets and no long-term liabilities. Accordingly, the Corporation will never have a positive working capital balance.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 147 of the Act that the Corporation is exempt from the minimum free capital requirement of subsection 107(3) of the Regulation provided the UofT enters into a guarantee whereby it agrees to unconditionally guarantee any claims made against the Corporation as a result of the Corporation being registered as an adviser under the Act to a maximum amount equal to what would have been the Corporation's minimum free capital requirement pursuant to subsection 107(3) of the Regulation.

January 25, 2005.