SAM Sustainable Asset Management AG - s. 10.1 of OSC Rule 35-302

Headnote

Pursuant to section 10.1 of Rule 35-502 that the Applicant, once registered in Ontario in the category of international adviser, is permitted to act as an adviser for a client who is not a "permitted client" notwithstanding the requirement under section 6.1 of Rule 35-502 that an international adviser may only act as an adviser in Ontario for "permitted clients" as defined in section 1.1 of Rule 35-502.

April 1, 2005

IN THE MATTER OF

THE SECURITIES ACT R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the ACT)

AND

IN THE MATTER OF

SAM SUSTAINABLE ASSET MANAGEMENT AG

ORDER

(Section 10.1 of Ontario Securities Commission Rule 35-502 -- Non Resident Advisers)

UPON the application of SAM Sustainable Asset Management AG (SAM) to the Ontario Securities Commission (the Commission) for a ruling pursuant to section 10.1 of Commission Rule 35-502 -- Non-Resident Advisers (Rule 35-502) for relief from the requirement under section 6.1 of Rule 35-502, that SAM, once registered as an international adviser in Ontario, only act as an adviser in Ontario for "permitted clients", as such term is defined in section 1.1 of Rule 35-502. The relief being sought would allow SAM to act as an adviser for OPG Ventures Inc. (OPGV), notwithstanding that OPGV does not meet the criteria for a "permitted client" in Rule 35-502.

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON SAM having represented to the Commission as follows:

1. SAM is a corporation governed by the laws of Switzerland with its head office located in Zurich, Switzerland.

2. SAM is a member of the Swiss Association of Asset Managers, holds a fund distribution licence (for mutual funds) from the Swiss Federal Banking Commission and is supervised by the Australian Securities and Investments Commission. SAM is also a member of, and governed by, the Swiss Kodex für die berufliche Vorsorge, a self-regulatory organization for the pension fund industry in Switzerland.

3. SAM is an independent asset management company specializing in sustainability investments and its clients include banks, insurance companies, pension funds, trusts and private investors.

4. SAM is seeking registration in Ontario as an adviser in the category of international advisor.

5. SAM proposes to act as an adviser to OPGV, a corporation incorporated under the laws of Ontario with its head office located in Toronto, with respect to a portfolio of private equity investments.

6. OPGV is a wholly-owned subsidiary of Ontario Power Generation Inc. (OPG), a corporation incorporated under the laws of Ontario with its head office located in Toronto.

7. All of OPG's issued and outstanding common shares are owned by the Province of Ontario. OPG had total assets of approximately $19 billion and shareholders' equity of approximately $4.9 billion as of December 31, 2003.

8. OPG's principal business is the generation and sale of electricity in Ontario and to interconnected markets. Using its electricity generating portfolio, which includes hydroelectric, fossil-fueled and nuclear stations, OPG produces approximately 70% of the electricity used by the province of Ontario as of December 31, 2003.

9. OPG is the sole shareholder of OPGV and the sole source of capital for OPGV. OPG assumes full risk for the capital provided to OPGV.

10. OPGV's principal business is to invest in private companies, primarily in the United States and Europe, that develop or commercialize emerging energy technologies in order to provide financial returns and strategic benefits to OPG. OPGV had an investment portfolio with a total book value of approximately $46 million as of December 31, 2004.

11. OPG provides financial reporting, accounting and cash management services for OPGV and for financial reporting purposes OPGV's results are consolidated with those of OPG.

12. All members of OPGV's board of directors are senior OPG executives, and all staff of OPGV are seconded OPG employees.

13. OPG separated OPGV's venture capital activities from its main business of power generation to allow for streamlined decision making and ease of tracking the financial returns from the venture capital investments.

14. Pursuant to section 6.1 of the Rule, if registered in Ontario as an international adviser, SAM would be restricted to only acting as an adviser in Ontario for "permitted clients" as defined in section 1.1 of Rule 35-502.

15. Permitted clients include corporations that have shareholders' equity of at least $100 million on a consolidated basis (the Shareholders' Equity Requirement).

16. Although OPG meets the Shareholders' Equity Requirement, OPGV, its wholly-owned subsidiary, does not meet such requirement.

IT IS ORDERED pursuant to section 10.1 of Rule 35-502 that SAM, once registered in Ontario in the category of international adviser, shall be permitted to act as an adviser for OPGV in the circumstances described herein, notwithstanding the requirement under section 6.1 of Rule 35-502 that an international adviser may only act as an adviser in Ontario for "permitted clients" as defined in section 1.1 of Rule 35-502.