Exhibit 4.21 CODE OF BUSINESS CONDUCT AND
ETHICS   Brookfield
Renewable Energy Partners L.P. CODE OF
BUSINESS CONDUCT AND ETHICS MESSAGE FROM
THE CEO AND CFO  To All
Directors, Officers and Employees of Brookfield Renewable Energy Partners As a growing
global organization with over a 100-year history of owning and operating
renewable power assets, one thing that has not changed is Brookfield
Renewable’s commitment to operating with the highest ethical standards. It has
always been and remains our policy that all of our activities must be conducted
with the utmost honesty and integrity and in full compliance with all legal and
regulatory requirements. The enclosed
Code of Business Conduct and Ethics (the “Code”) has been endorsed by the Board
of Directors. The Code does
not cover every situation you may encounter while at Brookfield Renewable and
that is not its purpose. Rather the Code sets forth basic principles which
should guide your behaviors and standards you must adhere to and acts as a
“road map” to other policies of Brookfield Renewable that will provide you with
more detailed guidance on specific topics. The Code sets
out the commitments that we all must make as part of the Brookfield Renewable
team. We urge you to read it carefully. When in doubt, please refer any
questions to your supervisor or internal legal counsel. Thank you for
your continued dedication to Brookfield Renewable and for your commitment to
upholding the principles and standards set forth in the Code. Yours truly,   /s/ Richard
Legault_________/s/
Sachin Shah_____________ Richard
Legault                                                                                                                 Sachin
Shah Chief
Executive Officer                                                                                  Chief
Financial Officer  -1-


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TABLE OF
CONTENTS WHO WE ARE     1 1. 
APPLICATION & COMMUNICATION OF THE CODE       2 1.1          Who
the Code applies to              2 1.2          The
Code and related policies    2 1.3          Staying
up to date with the Code              2 1.4          Seeking
advice  2 1.5          Reporting
violations        2 2.  BUSINESS
ETHICS AND PRACTICES      2 2.1          Ethical
standards              2 2.2          Personal
and professional behavior         3 2.3          Integrity
guide  3 2.4          Conflicts
of interest        3 2.5          Fair
dealing         3 2.6          Safeguarding
the Organization’s property and assets      3 2.7          Protect
confidential information concerning Brookfield Renewable          4 2.8          Social
license to operate               4 2.9          Financial
and business records   4 3.  A POSITIVE
WORK ENVIRONMENT     5 3.1          Our
work environment                 5 3.2          Zero
tolerance for discrimination and harassment            5 3.3          Setting
the tone               5 3.4          World
class safety culture            5 3.5          Corporate
social responsibility   6 -2-


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4.  COMPLIANCE WITH LAWS, REGULATIONS AND POLICIES         6 4.1          General
principles           6 4.2          Scope
of Applicable Laws, Regulations, Compliance and Governance       6 4.3          Market
rules and commercial obligations              7 4.4          Operational
rules, regulations and licences          7 4.5          Securities
laws and insider trading            7 4.6          Anti-bribery
and anti-corruption               7 4.7          Anti-money
laundering 8 5.  COMPLIANCE
WITH THE CODE              8 5.1          Certification
      8 5.2          Third
Parties       8 5.3          Reporting
violations of the Code               8 5.4          Ethics
reporting line        9 5.5          Disciplinary
action for Code violations     9 APPENDIX A –
List of Key Policies              10 APPENDIX B –
Statement of Compliance               11 APPENDIX C –
Contact Information for Policy      12  -3-


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WHO WE ARE Brookfield
Renewable is one of the largest publicly-traded renewable power businesses in
the world with over 100 years of experience in power generation. We own and
operate hydro-electric and wind power generation facilities and market the
energy that they produce. To our investors, we represent a stable, high
quality, global investment opportunity in renewable energy with a strong track
record in total returns to investors. To the residents of areas where we
operate, we are trusted community partners and reliable stewards of the
environment. Our renewable
power facilities are primarily hydro-electric and represent one of the longest
life, lowest cost and most environmentally preferred forms of power generation.
Our portfolio also includes wind generating assets; a proven and effective
source of renewable power generation. We employ over
1,200 people who are an important component of our continued success. We highly
value their safety as well as the safety of the communities in which we work.
We are stewards of the assets we operate and the environments in which they
reside. We take these responsibilities seriously and are respectful of local
communities. We live and work by the highest standards of honesty and integrity
and expect the same from all those who work with us and represent us. We understand
that the culture that fills our corridors is not unlike the electricity that
flows through our power stations. We may not see it directly, but we know it by
its impact. We see and feel its effects all around us. Lacking the proper
protocols, it has the potential to do harm; but prudently managed with the
right standards and safeguards, it has the power to truly transform people’s
lives for the better. We therefore strive to achieve the highest standards in
all that we do in the knowledge that by doing so we increase value and truly
make a difference. The
accompanying Code of Business Conduct and Ethics sets out the business conduct
and ethical standards that we have set for ourselves. While no one document can
address every situation, this document provides a framework for our decisions
and behavior in representing Brookfield Renewable.        -4-


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1 APPLICATION & COMMUNICATION OF THE CODE 1.1 Who the
Code applies to This Code of
Business Conduct and Ethics (the “Code”)  applies to all directors, officers
and employees, collectively “personnel”  of Brookfield  Renewable Energy
Partners L.P., its general partner and all of its subsidiaries (collectively,
“Brookfield  Renewable”, “we”, “us”, “our” or “the  Organization”). The Code is
the cornerstone by which all of our activities on behalf of the Organization
are guided, and to which we refer when in doubt as to the right thing to do. In
particular for new employees, it should be the first thing you read about the
Organization and will form the foundational philosophy of your work with us. 1.2 The Code
and related policies The Code is an
important part of our business culture and operations and also an important
part of our governance structure, foundational to our business processes and
relevant to all aspects of the work that we do. References are provided to our
specific policies and practices where more detail can be found regarding
specific issues that the Code covers at a high level. A list of these policies
can be found in the attached Appendix ‘A’. We invite all those who work with us
around the globe to read the Code and relevant policies, to understand the way
that we would like you to engage with and represent us in our business. 1.3 Staying up
to date with the Code We operate in
a unique and dynamic environment where change is a constant. While our core
beliefs and values will not change, elements of our business and operations may
change and as such, the Code will be periodically updated as required. It is
important therefore that our personnel refresh themselves with the contents of
the Code on a regular basis and remain current on what is expected of them.
Compliance with the Code is mandatory, and the consequences of non- compliance
can be serious. These are outlined in more detail in Section 5 of the Code. 1.4 Seeking
advice When in doubt
as to the interpretation or application of this Code, speak to your supervisor,
internal legal counsel as listed in Appendix ‘C’ or to the Chief Risk Officer
of Brookfield Renewable as outlined in Section 5.3. 1.5 Reporting
violations If you suspect
or know of a violation of this Code, you must report it to the Chief Risk
Officer, internal legal counsel as listed in Appendix ‘C’, your supervisor or
through the Ethics Reporting Line as outlined in Sections 5.3 and 5.4. 2 BUSINESS
ETHICS AND PRACTICES 2.1 Ethical
standards -5-


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Brookfield Renewable requires honesty, integrity and the
highest moral and ethical standards from its personnel. The Organization’s
leaders are expected to clearly demonstrate these standards at all times, in
all that they do, and to provide a strong example for others to follow. By
providing leadership in this way, they will reinforce the business ethics and
practices that are expected and promote the business culture that we encourage
from our personnel. These standards of behavior apply to everything that we do
that is related to our Organization and its business affairs. 2.2 Personal
and professional behavior It is
important to remember that our personal and professional behavior should be
consistent with and reinforce a positive public image of the Organization. It
is essential that you use good judgment in all your personal and business
dealings both inside and outside your role with the Organization when such
dealings are linked to, are in respect of or could reflect on the Organization.
You should refrain from activities at work and outside of work that could hurt
the Organization’s reputation and that could undermine the relationship of
trust between you and the Organization. This includes appropriate professional
behavior when using email, the internet, social media, etc. as more
specifically set out in our Asset Use Policy, Personal Conflicts of Interest
Policy or Disclosure Policy. 2.3 Integrity
guide In most
situations, honesty and integrity will guide our decisions and actions, but the
Code and our policy framework cannot cover every situation or dilemma you could
face. When you’re not sure of the ethical action or inaction to take in the
context of your work, role or with respect to the Organization, always act in
the best interests of the Organization and ask yourself the following
questions: - Is it
illegal? - Does it
conflict with the best interests of the Organization? - Would you
feel uncomfortable if your actions became public knowledge? - Do you have
a personal interest that has the potential to conflict with the Organization’s
interest? If you think
that the answer is “yes” to any of these questions, you should consider whether
your proposed conduct is appropriate and seek advice from the Chief Risk
Officer, internal legal counsel as listed in Appendix ‘C’ or your supervisor. Any concerns
about potential or suspected unethical, unprofessional, illegal, fraudulent or
other questionable behavior must be reported according to the process outlined
at Section 5.3. 2.4 Conflicts
of interest Conflicts of
interest should be avoided or resolved as they undermine our ability to act in
the best interests of the Organization. A conflict of interest occurs when a
person’s private interest interferes, or appears to interfere, in any way with
the interests of the Organization as a whole. Further details and examples of
potential conflicts of interest and how to address them can be found in the
Organization’s -6-


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Personal Conflicts of Interest Policy.
We expect that all personnel will act honestly and ethically and in the best
interests of the Organization by avoiding actual and perceived conflicts of
interest in their personal and professional relationships, which includes competing
with the Organization’s business. While we respect your right to manage your
personal affairs and investments and we do not wish to intrude on your personal
life, you should place the Organization’s interest in any business transaction
ahead of any personal interest. 2.5 Fair
dealing We must always
deal fairly with the Organization’s security holders, partners, customers,
clients, suppliers and personnel, without taking an unfair advantage through
manipulation, concealment, abuse, improper use of confidential information,
misrepresentation of facts or any other unfair dealing practice. 2.6
Safeguarding the Organization’s property and assets We are the
stewards of the assets and resources of Brookfield Renewable and we must at all
time act in a manner which protects, enhances and safeguards these resources
and shall not do anything that may harm them. The Organization’s property and
assets may only be used for the benefit of the Organization’s operations and
may not be utilized for personal gain or the benefit of others. This includes
not only our power generating assets, but also the Organization’s name, logo,
intellectual property, information technology devices, applications and other
proprietary assets. Similarly, the Organization’s assets must not be used for
illegal purposes and if you become aware of any such improper use, you must
report it according to the process outlined at Section 5.3. Also, you should
not expect that your use of the Organization’s information technology is
private, as at any time we may monitor any and all activity to ensure these
assets are being appropriately used. The Asset Use Policy sets out further
information on the proper use of the Organization’s assets. 2.7 Protect
confidential information concerning Brookfield Renewable Our
information and records are also valuable corporate assets that must be managed
with due care and kept confidential. We must each take steps to protect the
Organization’s proprietary and confidential information as well as similar
information of others, whether third parties or our personnel, that in many
cases we are contractually  or legally bound to keep confidential. Our
Disclosure Policy outlines specific guidelines on the maintenance of
confidentiality and controls around disclosure of the Organization’s
confidential information, including rules around communications with the media
or the public. 2.8 Social
license to operate We understand
that our operations depend upon the support of local communities and the
networks of other stakeholders in the areas where we own and operate assets.
Our activities taken as a whole contribute to forming the beliefs, perceptions
and opinions of these communities and enable us to earn their trust by
establishing our credibility over time. This credibility and legitimacy is
usually developed -7-


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on a site by site basis and is not
permanent, as opinions can change based upon our actions. Building strong
partnerships with communities where we operate and develop projects is critical
to the success of our Organization. A key element
of our development strategy is to involve the public and stakeholders,
including any Aboriginal communities, early on in the process. We expect all
personnel at all times to act in a manner that will enhance this credibility
and trust and thus ensure that the social license we have to operate our
business or successfully develop projects can be maintained and strengthened. 2.9 Financial
and business records Ensuring
accurate and complete financial and business records is important to our
business. The books and records of the Organization must reflect in reasonable
detail all the transactions of the Organization in a timely and accurate manner
in order to allow the preparation of financial statements. Further, we have the
responsibility to ensure that public disclosures of our information are made
honestly and accurately. The Disclosure Policy sets standards pertaining to
public disclosures. We must also comply with any document retention policies
and with legal and regulatory requirements that relate to document retention,
especially in the event of imposed legal holds relating to litigation. Document
retention is dealt with in the various policies of the Organization. If in
doubt as to their application, you should seek advice from the Chief Risk
Officer, internal legal counsel as listed in Appendix ‘C’ or your supervisor. 3 A POSITIVE
WORK ENVIRONMENT 3.1 Our work
environment Brookfield
Renewable provides a dynamic work environment that fosters a strong team
approach to achieving results. We encourage open and transparent communications
amongst team members to work together toward the business goals of the
Organization, and value people who demonstrate a commitment to our shared
success above any personal accomplishment.  This requires humility and the
ability to deal with others across all levels of the Organization in a
respectful way in order to facilitate the exchange of different views and
ideas. Accountability
is a key characteristic of our culture; we value people who take ownership of
their work and drive results through practical approaches that meet business
needs. We strive to create a working environment that allows employees to be
effective and nimble. Brookfield
Renewable always puts safety first and places great importance on our working
environment and culture. We continuously strive to achieve excellence in
safety, security, and environmental performance and to be industry leaders in
accident prevention and security risk management. The management of safety and
our performance is a shared responsibility and extends through to all of our
personnel. We are also committed to being a good corporate citizen and
maintaining a leadership -8-


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position in sustainable
development while managing a successful business. We have a common
responsibility to live and uphold our values every day. The overall
objective of Brookfield Renewable is to provide a work environment where people
feel they can participate fully in the success of the business, and are
recognized for their contribution, which allows us to attract and retain the
very best talent for the Organization. We are aligned by the culture and values
that we share across our global organization and we believe that these are the
foundation of our success. 3.2 Zero
tolerance for discrimination and harassment Brookfield
Renewable has zero tolerance for workplace discrimination and harassment.
Details are contained in our Positive Work Environment Policy. Any indication
that such behavior is taking place must be reported according to the process
set out at Section 5.3. Further, we will not tolerate retaliation against
anyone who makes a good faith complaint of discrimination or harassment or any
complaint of any nature, or who cooperates with the investigation of a complaint. 3.3 Setting
the tone Our culture
and values are derived from the direction and example set by our leaders but
they permeate the whole Organization and all personnel should be aligned with
and living the values of the Organization in everything we do. Brookfield
Renewable has an environment that recognizes people who act like owners and
make confident, practical decisions that drive results. We take our direction
from leaders who build strong teams, inspire confidence and respect; these
traits are promoted and rewarded across the Organization. We expect our leaders
to always act ethically and lead by example, demonstrating our corporate values
with humility and always placing our shared success above personal
accomplishment. 3.4 World
class safety culture We are
committed to protecting our personnel and all people who access our facilities.
We meet and often exceed legislative and regulatory requirements as well as
industry standards.  Our practices are laid out in our health and safety policy
framework and our Health, Safety, Security and Environmental Policy. Compliance
with such policy, practices and framework is mandatory and we continuously
strive to achieve excellence in managing safety and to be industry leaders in
the prevention of high risk incidents. Our safety culture is built on the
following principles: - We care
about the safety of all people who access our assets; - We believe
safety management and performance is a shared responsibility; - We believe
that every accident should be preventable and we seek to promote transparency
and to continuously improve performance; - We use a
managed system integrated with all of our business practices with a greater
focus on: -9-


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· Achieving zero high risk safety events; · Promoting
the use of barriers to prevent serious safety incidents; and · Aggressively
and continuously improving performance. 3.5 Corporate
social responsibility As a renewable
energy organization, we are an active partner in the communities in which we
operate and develop projects. We are committed to understanding, minimizing,
and managing the potential environmental impacts and public safety hazards
associated with our operations and activities. We strive to protect and enhance
the ecosystems near our assets, and to be a strong corporate presence in the
communities affected by our activities, while managing a successful and
sustainable business. We operate in
sensitive environments such as river systems where we continuously strive to
reduce and mitigate the impact and risks that our operations can create. Our
business principles reflect the Organization’s commitment to sustainable
development; it drives our business model, measures our performance and ensures
that we take a comprehensive approach in delivering results to our
stakeholders. Our
environmental performance forms part of our social license; environmental
considerations are included in all operational decisions with related risks
identified and reported. We also take into account the expectations of
stakeholders and especially, the impact that our operations may have on
affected communities. We give back to the communities in which we live and work
and work hard to maintain and enhance our reputation as a good corporate
citizen. 4 COMPLIANCE
WITH LAWS, REGULATIONS AND POLICIES 4.1 General
principles It is expected
that all personnel of the Organization know and comply with all laws, rules and
regulations (collectively the “Laws”) applicable to their position. Many of the
Organization’s activities are subject to specific, complex and changing Laws.
All personnel must make every reasonable effort to have a working knowledge, at
a level appropriate to their position, of the Laws affecting our activities and
to exert due diligence in complying with the Laws. If there is
any real or apparent conflict between the Code (and other policies of the
Organization) and the Laws, you should comply with the Laws. If you have any
doubts as to the applicability of any Law, you should obtain advice from your
supervisor or the Organization’s internal legal counsel as listed in Appendix
‘C’. 4.2 Scope of
Applicable Laws, Regulations, Compliance and Governance As a global
organization, Brookfield Renewable operates in a wide range of legal
jurisdictions and regulatory environments. This means that we have an
obligation to strictly comply with all Laws that apply to the geographic areas
where our operations exist. In addition to geographic scope, the nature of -10-


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our operations also expose us to differing kinds of Laws,
some generic, and some of which are specific to our industry. For example,
given the importance that many countries place on the need for reliable and
dependable sources of electricity for commerce and consumers, governments have
implemented specific Laws, with regulatory authorities that oversee these
aspects of the energy industry. Thus businesses like ours that produce electricity
are required to comply with the energy industry Laws provided by the Regulatory
Authorities. In addition,
because the Organization’s contracts and agreements govern our business
relationships, we have put in place a Delegation of Authority Policy to ensure
that any contract entered into or commitment of funds for capital or
operational expenditures by the Organization has the appropriate level of
approval. As a result, personnel who enter into contracts or commitments by the
Organization must have proper authorization, including internal legal review. 4.3 Market
rules and commercial obligations In the
continents where we operate, we have established  Power Marketing  Groups that 
are responsible for selling the energy and related products, including
renewable attributes, generated by our assets. The principal marketing
strategies of the Organization are designed to achieve stable cash flows. This
is primarily achieved by entering into long term power sales agreements. Our
obligations are clearly defined in these power sales agreements and compliance
with the terms of these agreements is mandatory, subject to applicable Laws. From time to
time, power that is uncontracted will be sold in short term markets, subject to
the Organization’s risk management policies specific and applicable to those
activities and markets. Compliance with such policies is mandatory. 4.4  Operational
rules, regulations and licences In addition to
the market rules for our energy trading operation, our activities are also
regulated by a complex array of Laws which frames the operation of the
generation, transmission and distribution of electricity. Brookfield Renewable
personnel are required to strictly adhere to all of these various Laws. The power
facilities owned and operated by the Organization are often subject to
licensing processes in each jurisdiction. The operating groups are required to
have a working knowledge of the licenses and permits and to comply with their
terms. 4.5 Securities
laws and insider trading Brookfield
Renewable’s limited partnership units are publicly traded on both the Toronto
and New York Stock exchanges. The Organization is bound by the securities
legislation and legal and regulatory requirements for the public disclosure of
information, including insider trading Laws (which affect the ability to trade
securities of the Organization in certain circumstances). Strict adherence to
these Laws is expected by personnel to the extent that they apply to their role
in the Organization. Suspected breaches of these Laws must be reported
according to the process outlined at Section 5.3. Further -11-


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information
and obligations on insider trading and tipping can be found in the
Organization’s Disclosure Policy and Personal Trading Policy. 4.6
Anti-bribery and anti-corruption Brookfield
Renewable strictly prohibits any and all forms of bribery and/or corruption and
we are subject to various Laws with respect to bribery and corruption in all
countries where we operate. In recent years, regulators have enacted more
stringent Laws with respect to bribery in business transactions and notably
those involving public or government officials. Complying with these Laws is
mandatory and is consistent with our commitment to conducting transactions with
honesty and integrity. Given the
nature of our business, and the regulated energy environment that we operate
in, we do have regular contact with various government agencies and their
representatives. Thus in order to ensure that we remain compliant with the
relevant Laws, the Organization has adopted an Anti- Bribery and
Anti-Corruption Policy where specific information is provided about i) the
prohibition and prevention of bribery and corruption, ii) dealings with public
officials, iii) the due diligence steps when retaining contractors and
suppliers, iv) giving or receiving gifts, v) the treatment of political and charitable
donations, vi) the requirement for all transactions to be recorded accurately
and completely and vii) other important matters. 4.7 Anti-money
laundering The
Organization is strongly committed to preventing the use of its operations for
money laundering or any activity that facilitates money laundering, the
financing of terrorism, or other criminal activities. Accordingly, the
Organization will take such actions as it deems appropriate from time to time
in order to comply with applicable anti-money laundering laws, such as the Bank
Secrecy Act (U.S.), the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept  and Obstruct Terrorism Act (U.S.), the
regulations  administered  by U.S. Department of Treasury’s Office of Foreign
Asset Control, the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada), Proceeds of Crime Act (U.K.) and Law 9613/1998  and Decree No.
5,640/2005 in Brazil. Jurisdictions
may publish lists of individuals, entities and organizations that the
Organization is prohibited from accepting funds from or distributing funds to
under applicable anti-money laundering laws. Employees are expected to use
reasonable care to verify that counterparties are not owned or controlled by,
or acting on behalf of, sanctioned governments, groups, individuals or others.
This includes requiring counterparties to make anti-money laundering
representations in transactional and other documents with the Organization.
Internal legal counsel can, upon request, provide anti-money laundering
provisions to be inserted into documents with counterparties. 5 COMPLIANCE
WITH THE CODE 5.1
Certification -12-


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As outlined at the beginning of the Code, all personnel
must be familiar with its content and will be provided with a copy of the Code
(or with electronic access to the Code via the Organization’s intranet) upon
commencement of employment. On joining the Organization and upon request from
time to time, personnel will be required to sign an acknowledgement regarding
the Code as outlined at Appendix “B”.  Further to this process all personnel
are required to keep up to date with changes to the Code and related policies
over time. Management level personnel must also fulfill the requirements of an
annual re-certification process as determined by the Organization. 5.2 Third
Parties The Code will
also apply to, where necessary and appropriate as set out in our Procurement
Policy, outside parties working for or acting on behalf of the Organization
including but not limited to, business associates, partners, agents,
intermediaries, representatives, suppliers, contractors, third party service
providers, consultants (collectively “Third Parties”). Under our Procurement
Policy, such Third Parties will be required to be pre-qualified and
periodically re-certified to ensure that they will comply with the Code and
that they are suitably qualified to operate in our environment. 5.3 Reporting
violations of the Code Brookfield
Renewable’s personnel have an obligation to adhere to the ethical standards in
the Code. If you witness behavior on the part of the Organization’s personnel
or any Third Party that you believe is suspect or unethical, or that may
represent a violation of the Code you must promptly report it. Internal
reporting is important to the Organization and it is both expected and valued. Brookfield
Renewable takes all reports seriously, and every report received will be
assessed and where necessary, appropriate investigation will be undertaken. The
confidentiality of reported violations will be maintained where possible,
consistent with the need to conduct an adequate review and subject to
applicable Law. No retribution
or retaliation will be taken against any person who has made a report based on
the reasonable good faith belief that a member of the personnel or any of our
Third Parties has engaged, or is about to engage, in criminal conduct or
conduct in violation of the Code, other policies and procedures of the
Organization, or any applicable law. Your report will be accepted as good faith
compliance with the Code, but does not necessarily absolve you (if you are
involved) or anyone else of the breach or suspected breach of the Code. The
Organization reserves the right to discipline you if you make an accusation
without a good faith, reasonable belief in the truth and accuracy of the
information or if you knowingly provide false information or make false
accusations. “Reasonable belief” does not mean that the information that you
provide has to be correct, but it does mean that you must reasonably believe
that the information is truthful and demonstrates a possible violation of the
Code. If an employee believes that they have been unfairly or unlawfully
retaliated against, they are encouraged to make a report as described below. -13-


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Reports should in the first instance be made to the Chief
Risk Officer, internal legal counsel as listed in Appendix ‘C’ or your
supervisor who will ensure that the information is properly handled and
escalated as necessary. In the event that this does not appear to be an
appropriate avenue because of the nature or the content of the report, it
should be made to the Ethics Reporting Line.  Please see
Appendix “C” for the ways in which you can contact the Chief Risk Officer or
internal legal counsel. 5.4 Ethics
reporting line The Ethics
Reporting Line is managed by an independent third party called the Network and
allows anyone to anonymously report suspected unethical, illegal or unsafe behavior,
in English, French, Portuguese and other languages, toll-free, 24 hours a day,
7 days a week. Please see Appendix “C” for contact details of the Ethics
Reporting Line. 5.5
Disciplinary action for Code violations Brookfield
Renewable will impose discipline on individuals found to have breached the Code
or other policies in a manner that is fair, consistent and that reflects the
nature and facts of the violation. Anyone subject to the Code who violates it
may face disciplinary actions up to and including termination of his or her
employment for cause and without notice. The violation of this Code may also
violate certain applicable Laws. If the Organization discovers a violation of
any Laws, it may refer the matter to the appropriate authorities, which could
lead to penalties, fines or imprisonment and other liability.    -14-


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APPENDIX A LIST OF KEY
POLICIES - Anti-Bribery
and Anti-Corruption Policy - Asset Use
Policy - Disclosure
Policy - Delegation
of Authority and Commitment Policy - Health,
Safety, Security and Environmental Policy - Personal
Conflicts of Interest Policy - Personal
Trading Policy - Positive
Work Environment Policy - Procurement
Policy  -15-


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APPENDIX B STATEMENT OF
COMPLIANCE CODE OF BUSINESS CONDUCT AND ETHICS STATEMENT OF COMPLIANCE  All directors, officers, employees, appropriate agents and
third parties must complete this Statement of Compliance or otherwise certify
electronically as directed by the Organization from time to time.  I have reviewed and understand the Code of Business Conduct
and Ethics (the “Code”) of Brookfield Renewable Energy Partners L.P. (the
“Organization”) for personnel and certain third parties.  I hereby agree to comply with the Code, including its
provisions for non-disclosure of information both during and after appointment
or employment.  To the best of my knowledge, I am not involved in any
situation that conflicts or might appear to conflict with the Code.  I
also agree to notify the Organization by one of the methods outlined at Section
5.3 of the Code immediately of any change that might adversely affect my compliance
with the Code.     Name: (Please print)  Organization:                                                                                           
                     Position
Title:                                                                                                                
Branch/Department:                                                                                        
               Location: Date and
Signature: (mm/dd/yy)       (Signature)  -16-


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APPENDIX C CONTACT
INFORMATION FOR POLICY  INTERNAL LEGAL
COUNSEL Jennifer
Mazin (416) 369-3369jennifer.mazin@brookfieldrenewable.com Josée
Guibord (819) 561-8953josee.guibord@brookfieldrenewable.com Patricia
Bood (819) 561-8659patricia.bood@brookfieldrenewable.com Carlos
Gustavo Andrioli +55 (21) 2439-5156gustavo.andrioli@brookfieldenergia.com Kevin McCarthy               
+353 21 465 8789 kevinmccarthy@bordgais.ie  CHIEF RISK
OFFICER Brian Cook
(819) 561-8633 brian.cook@brookfieldrenewable.com  ETHICS
REPORTING LINE The Network North America:
1-800-665-0831 Brazil:
0800-777-0772 UK:
0-808-234-2210 Worldwide:
770-613-6339   Note: The type
of reports that can be made to the Ethics Reporting Line may be restricted in certain
jurisdictions under applicable local law.  Please contact The Network for
further details on such restrictions. -17-


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