30 November 1997 Ruling 9809273 - BUTTERFLY REORGANIZATION

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the Department.

Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle du ministère.

XXXXXXXXXX
XXXXXXXXXX 980927
XXXXXXXXXX

Attention: XXXXXXXXXX

XXXXXXXXXX, 1998

Dear Sirs:

Re: XXXXXXXXXX (“Investco”) XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX (“A”) XXXXXXXXXX
XXXXXXXXXX (“B”) XXXXXXXXXX
XXXXXXXXXX (“C”) XXXXXXXXXX
Advance Income Tax Ruling

We are writing in response to your letter of XXXXXXXXXX wherein you requested an advance income tax ruling on behalf of the above-noted taxpayers. We also acknowledge receipt of the information provided in your letters of XXXXXXXXXX and during our telephone conversations.

To the best of your knowledge, and that of the taxpayers involved, none of the issues contained herein is:

(i) dealt with in an earlier return of the taxpayers or a related person;

(ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayers or a related person;

(iii) under objection by the taxpayers or a related person;

(iv) subject to a ruling previously issued by the Income Tax Rulings & Interpretations Directorate; or

(v) before the courts or, if a judgement has been issued, the time limit for appeal to a higher court has not expired.

In this letter, the following terms have the meanings specified:

(a) "Act" means the Income Tax Act, R.S.C. 1985 (5th Supp.) c.1, as amended to the date hereof, and, unless otherwise stated, every reference herein to a Part, section, subsection, paragraph or subparagraph is a reference to the relevant provision of the Act;

(b) "adjusted cost base" (also referred to as “ACB”) has the meaning assigned by section 54;

(c) "agreed amount" in respect of a property means the amount that the transferor and the transferee of the property have agreed upon in their election under subsection 85(1) in respect of the property;

(d) "BCA" means the Canada Business Corporations Act;

(e) “capital dividend account” has the meaning assigned by section 89;

(f) "capital property" has the meaning assigned by section 54;

(g) "eligible property" has the meaning assigned by subsection 85(1.1);

(h) “Investco” means XXXXXXXXXX;

(i) "paid-up capital" (also referred to as "PUC") has the meaning assigned by subsection 89(1);

(j) "private corporation" has the meaning assigned by subsection 89(1);

(k) "refundable dividend tax on hand" (also referred to as “RDTOH”) has the meaning assigned by subsection 129(3);

(l) "restricted financial institution" has the meaning assigned by subsection 248(1);

(m) "series of transactions or events" includes the transactions or events referred to in subsection 248(10);

(n) "specified financial institution" has the meaning assigned by subsection 248(1);

(o) "specified investment business" has the meaning assigned by subsection 125(7);

(p) "stated capital account" has the meaning assigned by the BCA;

(q) "taxable Canadian corporation" has the meaning assigned by subsection 89(1);

(r) "taxable dividend" has the meaning assigned by subsection 89(1);

(s) “taxable preferred share” has the meaning assigned by subsection 248(1);

(t) “term preferred share” has the meaning assigned by subsection 248(1).

Our understanding of the facts, proposed transactions and purpose of the proposed transactions is as follows:

FACTS

1. A, B and C are residents of Canada. They are the children of the late XXXXXXXXXX (the “Deceased”) who died on XXXXXXXXXX. The Deceased is also survived by his spouse, XXXXXXXXXX.

2. Pursuant to the terms of the Deceased’s will, a testamentary trust was settled (the “Trust”) for the benefit of the Deceased’s spouse, his issue and any spouse of his issue (the “Beneficiaries”).

3. The trustees of the Trust are A’s spouse, B, C and an individual who is not related to any of the other trustees. The Trust Deed directs that there shall not be less than three trustees at any time. All decisions made by a majority of the trustees are final and binding. All of the trustees of the Trust are residents of Canada.

4. Investco is a taxable Canadian corporation and a private corporation. Investco was incorporated under a predecessor statute of the BCA on XXXXXXXXXX and was continued under the BCA on XXXXXXXXXX. Investco has a XXXXXXXXXX year end.

5. Investco’s assets consist of cash and near cash, marketable securities and an interest in the XXXXXXXXXX (the “Partnership Interest”). Investco has initiated steps to sell the Partnership Interest in the open market and will complete the sale prior to the implementation of the proposed transactions set out in paragraphs 12 to 32 below. The consideration to be received by Investco for the Partnership interest will consist only of money or indebtedness that is not convertible into other property. Investco has no significant liabilities and such liabilities which it does have are current liabilities.

6. The Articles of Continuance of Investco provide for the issuance of an unlimited number of shares in each of the following classes, with the following attributes:

      Class	Dividend Entitlement	Ranking	Redemption

      Common	as declared	last	N/A

      A non-voting	non-cumulative at XXXX%	1st preference	paid up
      	per annum, after dividends		amount
      	have been paid on Class B		($XXXX)

      B voting	non-cumulative at XXXX% per 	2nd preference	paid up 				annum		amount
      			($XXXX)

      C non-voting	non-cumulative at XXXX% per	3rd preference	paid up 				annum, after dividends have		amount
      	been paid on Class A and B		($XXXX)
      	shares, but before any dividends
      	are paid on the Common shares

The paid-up capital of each class of shares on a per share basis is as follows: Common shares ($XXXXXXXXXX); Class A Preferred shares ($XXXXXXXXXX); Class B Preferred shares ($XXXXXXXXXX); and Class C Preferred shares ($XXXXXXXXXX).

7. The issued and outstanding shares of each class of shares of Investco are owned as follows:

Shareholder	# of Shares 	Class  	

The Trust	XXXXXXXXXX	Class A Preferred
	XXXXXXXXXX	Class B Preferred	

A	XXXXXXXXXX	Common
	XXXXXXXXXX	Class A Preferred
	XXXXXXXXXX	Class C Preferred	

B	XXXXXXXXXX	Common
	XXXXXXXXXX	Class A Preferred
	XXXXXXXXXX	Class C Preferred	

C	XXXXXXXXXX	Common
		XXXXXXXXXX	Class A Preferred
		XXXXXXXXXX	Class C Preferred	

8. None of the shares of Investco were acquired in contemplation of the proposed transactions set forth in paragraphs 12 to 32 below. The Investco shares represent capital property to each of A, B, C and the Trust.

9. The Common shares and the Class B Preferred shares are entitled to one vote per share. Consequently, the Trust controls Investco by virtue of its ownership of the Class B Preferred shares.

10. Dividends have been declared and paid quarterly on the Class A, B and C Preferred shares and will be declared and paid in 1998 in the normal manner prior to the proposed transactions set forth in paragraphs 12 to 32 below.

11. At XXXXXXXXXX, Investco had a balance in its refundable dividend tax on hand account of approximately $XXXXXXXXXX and a deficit in its capital dividend account.

PROPOSED TRANSACTIONS

12. Each of A, B, C and the Trust will incorporate Aco, Bco, Cco and Subco respectively, under the BCA. Subco will incorporate Dco under the BCA. Each corporation will be a taxable Canadian corporation and a private corporation. Aco, Bco, Cco and Dco are referred to collectively as the “Transferee Corporations.”

13. The authorized share capital of Aco, Bco and Cco will include:

• an unlimited number of Common shares;
• an unlimited number of Class A redeemable and retractable voting Preferred shares, bearing a non-cumulative dividend rate of XXXXXXXXXX% per annum on the redemption price;
• an unlimited number of Class B redeemable and retractable non-voting Preferred shares, bearing a non-cumulative dividend rate of XXXXXXXXXX% per annum on the redemption price; and
• an unlimited number of Class C redeemable and retractable non-voting Preferred shares, bearing a non-cumulative dividend rate to be determined by the directors of the corporation at the time of first issuance.

14. The authorized share capital of Dco and Subco will include:

• an unlimited number of fully participating Common shares;
• an unlimited number of Class A redeemable and retractable voting Preferred shares, bearing a non-cumulative dividend rate to be determined by the directors of the corporation at the time of first issuance; and
• an unlimited number of Class B redeemable and retractable non-voting Preferred shares, bearing a non-cumulative dividend rate to be determined by the directors of the corporation at the time of first issuance.

15. A will transfer all of her shares of Investco to Aco. As sole consideration for such transfer, Aco will issue XXXXXXXXXX Common shares and XXXXXXXXXX Class A Preferred shares to A. Aco will add to the stated capital account maintained for its Class A Preferred shares an amount equal to the aggregate paid-up capital of the Investco Class A and Class C Preferred shares acquired from A and will add to the stated capital account maintained for its Common shares an amount equal to the greater of the paid-up capital and the ACB (determined pursuant to paragraphs 84.1(2)(a) and (a.1)) of the Investco Common shares acquired on the transfer.

16. A and Aco will jointly elect, in prescribed form and within the time limit referred to in subsection 85(6), to have the provisions of subsection 85(1) apply to the transfer of the Investco shares to Aco as described in paragraph 15. The agreed amount in respect of each class of shares so transferred will be equal to the lesser of the ACB of the shares and the fair market value thereof.

17. B will transfer all of his shares of Investco to Bco. As sole consideration for such transfer, Bco will issue XXXXXXXXXX Common shares and XXXXXXXXXX Class A Preferred shares to B. Bco will add to the stated capital account maintained for its Class A Preferred shares an amount equal to the aggregate paid-up capital of the Investco Class A and Class C Preferred shares acquired from B and will add to the stated capital account maintained for its Common shares an amount equal to the greater of the paid-up capital and the ACB (determined pursuant to paragraphs 84.1(2)(a) and (a.1)) of the Investco Common shares acquired on the transfer.

18. B and Bco will jointly elect, in prescribed form and within the time limit referred to in subsection 85(6), to have the provisions of subsection 85(1) apply to the transfer of the Investco shares to Bco as described in paragraph 17. The agreed amount in respect of each class of shares so transferred will be equal to the lesser of the ACB of the shares and the fair market value thereof.

19. C will transfer all of his shares of Investco to Cco. As sole consideration for such transfer, Cco will issue XXXXXXXXXX Common shares and XXXXXXXXXX Class A Preferred shares to C. Cco will add to the stated capital account maintained for its Class A Preferred shares an amount equal to the aggregate paid-up capital of the Investco Class A and Class C Preferred shares acquired from C and will add to the stated capital account maintained for its Common shares an amount equal to the greater of the paid-up capital and the ACB (determined pursuant to paragraphs 84.1(2)(a) and (a.1)) of the Investco Common shares acquired on the transfer.

20. C and Cco will jointly elect, in prescribed form and within the time limit referred to in subsection 85(6), to have the provisions of subsection 85(1) apply to the transfer of the Investco shares to Cco as described in paragraph 19. The agreed amount in respect of each class of shares so transferred will be equal to the lesser of the ACB of the shares and the fair market value thereof.

21. The Trust will transfer all of its shares of Investco to Subco. As sole consideration for such transfer, Subco will issue XXXXXXXXXX Common shares to the Trust. Subco will add to the stated capital account maintained for the Common shares an amount equal to the aggregate paid-up capital of the Investco Class A and B Preferred shares acquired on the transfer.

22. The Trust and Subco will jointly elect, in prescribed form and within the time limit referred to in subsection 85(6), to have the provisions of subsection 85(1) apply to the transfer of Investco shares to Subco as described in paragraph 21. The agreed amount in respect of each class of shares so transferred will be equal to the lesser of the ACB of the shares and the fair market value thereof.

23. Subco will subscribe for XXXXXXXXXX Common shares of Dco for an aggregate subscription price of $XXXXXXXXXX. Subco will borrow the subscription proceeds from the Trust. Dco will add $XXXXXXXXXX to the stated capital account maintained for the Common shares.

24. Immediately before the transfers described in paragraph 25 below, the property owned by Investco will be classified into the following three categories for purposes of the distribution to be made pursuant to paragraph 55(3)(b):

(i) cash or near cash property, comprising all of the current assets of Investco including cash, bank deposits, term deposits, marketable securities (other than portfolio investments) and similar instruments;

(ii) investment property, comprising all of the assets of Investco, other than any cash or near cash property, any income from which would be income from property or from a specified investment business, including marketable securities and similar instruments held as portfolio investments; and

(iii) business property, comprising all of the remaining assets of Investco, other than cash or near cash property, any income from which would be income from a business (other than a specified investment business).

Investco expects to own only cash or near cash property and investment property. For greater certainty, any tax accounts of Investco, such as the balance of any losses available for carryforward and its RDTOH, will not be considered property of Investco for purposes of the proposed distribution described herein.

25. Investco will transfer all of its property to the Transferee Corporations in such proportions that the fair market value of each type of property (as described in paragraph 24) transferred to each Transferee Corporation will be equal to that proportion of the fair market value of all the property of Investco of that type determined immediately before such transfer that:

(a) the aggregate fair market value immediately before such transfer of all of the shares of Investco owned by the particular Transferee Corporation (in the case of Dco, the shares of Investco owned by Subco)

is of

(b) the aggregate fair market value immediately before such transfer of all of the issued and outstanding shares of Investco.

26. In consideration for the transfers described in paragraph 25, each of the Transferee Corporations will assume a proportion of the liabilities of Investco equal to the proportion of the fair market value of the property acquired by that particular Transferee Corporation and will issue XXXXXXXXXX Class B Preferred shares of its capital stock to Investco having an aggregate redemption amount and fair market value equal to the fair market value of the property acquired by the particular Transferee Corporation less any liabilities of Investco assumed by the particular Transferee Corporation.

27. Investco and each of the Transferee Corporations will elect, jointly and in prescribed form, and within the time limits referred to in subsection 85(6), to have the provisions of subsection 85(1) apply to the transfer of each property of Investco that is an eligible property. The amount agreed upon in each such election in respect of each eligible property so transferred which constitutes inventory or capital property will be equal to the lesser of the amounts described in subparagraphs 85(1)(c.1)(i) and (ii). For greater certainty, the agreed amount for any eligible property included in a subsection 85(1) election referred to herein will not exceed the fair market value of each such property or be less than the amount of any liabilities assumed by the particular Transferee Corporation in respect thereof.

28. Each Transferee Corporation will add to the stated capital account maintained for its Class B Preferred shares an amount equal to the aggregate cost (as determined under section 85, where applicable) of the properties acquired by that corporation less any liabilities assumed by the particular Transferee Corporation on the transfers.

29. Aco, Bco, Cco and Dco will each redeem the Class B Preferred shares issued to Investco in consideration for the issuance by each of Aco, Bco, Cco and Dco of a non-interest bearing demand promissory note (the “A” Note, the “B” Note, the “C” Note and the “D” Note, respectively - collectively, the “Holdco Notes”). Each of the Holdco Notes will have a principal amount and fair market value equal to the aggregate redemption amount of the Class B Preferred shares so redeemed. Investco will accept the Holdco Notes issued by each of the Transferee Corporations as full payment of the redemption amount of the Class B Preferred shares of such Transferee Corporation.

30. At the end of the day on which the Class B Preferred shares of each of the Transferee Corporations are redeemed, each of Aco, Bco and Cco will cause its respective first taxation year to end.

31. Dco will be wound up into Subco pursuant to the provisions of the BCA.

32. Thereafter, Aco, Bco, Cco and Subco, as the shareholders of Investco, will, by special resolution, resolve to liquidate and dissolve Investco pursuant to the provisions of the BCA. Under the terms of the winding-up, Investco will assign and distribute each of the Holdco Notes to the particular corporation which is the debtor under the particular note. As a result of the assignment and distribution of the Holdco Notes, the obligations under the notes will be cancelled. Investco will file an election in prescribed manner and prescribed form pursuant to subsection 83(2) on or before the date of the winding up in respect of the dividend, if any, deemed to be paid out of its capital dividend account.

33. Following receipt of the dividend refund to which Investco will become entitled as a result of the proposed transactions described herein, Investco will distribute one-third of such amount to each of Aco, Bco and Cco, such proportion being equal to that proportion of the issued and outstanding Common shares of Investco owned by each such Transferee Corporation. Following the distribution of all the property of Investco, including any dividend refund received by Investco under subsection 129(1), Articles of Dissolution will be filed and Investco will be dissolved.

PURPOSE OF THE PROPOSED TRANSACTIONS

34. The purpose of the proposed transactions is to distribute Investco’s property pro rata to Aco, Bco, Cco and Subco so that each of A, B, C and the Trust can pursue separate investment strategies and estate planning.

ADDITIONAL INFORMATION

35. None of the issued shares referred to herein (including the shares to be issued as part of the proposed transactions) is or will be subject to a guarantee agreement within the meaning referred to in subsection 112(2.2).

36. None of the issued shares referred to herein (including the shares to be issued as part of the proposed transactions) is or will be part of a dividend rental arrangement within the meaning referred to in subsection 112(2.3).

37. None of the issued shares referred to herein (including the shares to be issued as part of the proposed transactions) has been or will be issued or acquired as part of a transaction or event or series of transactions or events of the type described in subsection 112(2.5).

38. The Common shares of Investco are not, and will not, as a result of the proposed transactions, be term preferred shares or taxable preferred shares.

39. No assets have been or will be acquired or disposed of and no liabilities have been or will be incurred by Investco in contemplation of the proposed transactions except as described herein.

40. No person participating in the proposed transactions will sell or transfer any property, as part of the series of transactions or events described herein, to a partnership or person who is not related to that person.

41. The proposed transactions will have no effect on any outstanding tax liabilities of any of the parties referred to in this ruling request.

42. Investco will be related to each of Aco, Bco, Cco, Dco and Subco and, in addition, Aco, Bco, Cco, Dco and Subco will be related to Investco for purposes of Parts IV, IV.1 and VI.1 of the Act as they apply to the dividends which are deemed to be paid on the redemption of the Class B Preferred shares described in paragraph 29 and to the dividends deemed to be paid on the winding-up of Investco described in paragraph 32.

RULINGS GIVEN

Provided that the preceding statements constitute a complete and accurate disclosure of all of the relevant facts, proposed transactions and the purpose of the proposed transactions, and provided that the proposed transactions are completed in the manner described above, our rulings are as set forth below.

A. The provisions of subsection 85(1) will apply, subject to the application of subsection 26(5) of the Income Tax Application Rules, to the transfer of the shares of Investco to Aco, Bco, Cco and Subco as described in paragraphs 15, 17, 19 and 21, in respect of which an election under subsection 85(1) is made, such that the agreed amount in respect of each transfer of such property will be deemed to be the transferor’s proceeds of disposition and the transferee’s cost thereof pursuant to paragraph 85(1)(a).

For greater certainty, paragraph 85(1)(e.2) will not apply to the transfers.

B. The provisions of subsection 85(1) will apply, subject to the application of subsection 69(11) and of subsection 26(5) of the Income Tax Application Rules, to the transfer of eligible properties by Investco to the Transferee Corporations as described in paragraph 25, in respect of which an election under subsection 85(1) is made, such that the agreed amount in respect of each transfer of each eligible property which constitutes inventory or capital property will be deemed to be Investco’s proceeds of disposition and each Transferee Corporation’s cost thereof pursuant to paragraph 85(1)(a).

For greater certainty, paragraph 85(1)(e.2) will not apply to the transfers.

C. That on the redemption by the Transferee Corporations of the Class B Preferred shares held by Investco and as a result of the distributions by Investco in the course of its winding-up:

(a) by virtue of paragraphs 84(3)(a) and 84(3)(b), each of the Transferee Corporations will be deemed to have paid, and Investco will be deemed to have received, a taxable dividend at that time equal to the amount, if any, by which the amount paid to redeem the Class B Preferred shares exceeds the PUC of those shares immediately before redemption; and

(b) (i) pursuant to paragraph 88(2)(b) and subsection 84(2), but subject to (ii) to (iv) herein, each of Aco, Bco and Cco will be deemed to have received a dividend (the “winding-up dividend”) on their Common shares of Investco equal to the proportion of the amount by which the aggregate fair market value of the property of Investco distributed by Investco on the winding-up in consideration for the cancellation of the Common shares exceeds the PUC thereof that the number of shares of such class held by the particular corporation is of the number of shares cancelled;

(ii) pursuant to subparagraph 88(2)(b)(ii), such portion of the winding-up dividend referred to in (b)(i) as does not exceed Investco’s CDA determined immediately before the payment of the winding-up dividend shall be deemed to be the full amount of a separate dividend;

(iii) pursuant to subparagraph 88(2)(b)(ii), the portion of the winding-up dividend that is equal to the lesser of:

(A) Investco’s pre-1972 capital surplus on hand as determined immediately before the payment of the winding-up dividend, and

(B) the amount by which the winding-up dividend exceeds the portion, if any, in respect of which Investco will elect under subsection 83(2)

shall be deemed not to be a dividend; and

(iv) pursuant to subparagraph 88(2)(b)(iii), the winding-up dividend, to the extent that it exceeds the portion thereof referred to in (ii) herein that is deemed to be a separate dividend and the portion referred to in (iii) herein that is deemed not to be a dividend, shall be deemed to be a separate dividend that is a taxable dividend;

(c) to the extent that the deemed dividends described in (a) and (b) above are taxable dividends, such dividends will, pursuant to subsection 112(1), be deductible in computing the taxable income of the recipient for the year in which the dividends are deemed to have been received and such deduction will not be denied by any of the provisions of subsections 112(2.1), (2.2), (2.3) or (2.4);

(d) the amount of the deemed dividends described in (a) and (b) above will, by virtue of paragraph (j) of the definition of “proceeds of disposition” in section 54, be excluded from the proceeds of disposition of the shares and any loss arising from such disposition of those shares will be reduced by the amount of such dividends pursuant to subsection 112(3);

(e) the deemed dividends referred to in (a) and (b) above will not be subject to tax under Parts IV.1 or VI.1 of the Act; and

(f) by virtue of subsections 186(2) and 186(4), Aco, Bco, Cco and Dco will be connected with Investco and Investco will be connected with each of Aco, Bco and Cco. Consequently,

(i) provided that each of Aco, Bco, Cco and Dco is not entitled to a dividend refund (within the meaning of subsection 129(1) of the Act) in respect of its taxation year in which it is deemed to pay the dividend referred to in (a) above, Investco will not be subject to Part IV tax in respect of such dividend, and

(ii) each of Aco, Bco and Cco shall, pursuant to paragraph 186(1)(b), be subject to Part IV tax in an amount equal to that proportion of the dividend refund to which Investco will become entitled for its taxation year in which the dividends referred to in (b) above, are paid, that the amount of each such dividend received by the particular corporation is of the aggregate of all taxable dividends paid by Investco in its taxation year in which such dividend is paid.

D. Provided that as part of the series of transactions or events that includes the proposed transactions, there is not:

(a) a disposition of property in the circumstances described in subparagraph 55(3.1)(b)(i);

(b) an acquisition of control in the circumstances described in subparagraph 55(3.1)(b)(ii);

(c) an acquisition of property in the circumstances described in paragraph 55(3.1)(c); or

(d) an acquisition of property in the circumstances described in paragraph 55(3.1)(d),

which has not been described herein, then by virtue of paragraph 55(3)(b), subsection 55(2) will not apply to the taxable dividends referred to in Ruling C above, and for greater certainty, subsection 55(3.1) will not apply to deny the exemption from subsection 55(2) provided by paragraph 55(3)(b).

E. The settlement of the Holdco Notes will not give rise to a “forgiven amount” within the meaning of subsection 80(1) or section 80.01 of the Act.

F. The provisions of subsections 15(1), 56(2), 56(4), 69(4) and 246(1) will not apply to the proposed transactions described in paragraphs 12 to 33 above, in and by themselves.

G. As a result of the proposed transactions described herein, in and by themselves, subsection 245(2) of the Act will not be applied to redetermine the tax consequences confirmed in the rulings given.

The above rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R3 dated December 30, 1996 and are binding on Revenue Canada Customs, Excise and Taxation provided that the proposed transactions, other than the dissolution of Investco, are completed by XXXXXXXXXX.

The above rulings are based on the law as it presently reads and do not take into account any proposed amendments to the Act which, if enacted into law, could have an effect on the rulings provided herein.

CAVEAT

Nothing in this ruling should be construed as implying that Revenue Canada, Customs, Excise and Taxation has agreed to or reviewed:

(a) the determination of the fair market value or adjusted cost base of any particular asset or the PUC of any shares referred to herein;

(b) the determination of the balance of the capital dividend account or the refundable dividend tax on hand of any corporation; or

(c) any tax consequences relating to the proposed transactions described herein other than those specifically described in the rulings given above.

Yours truly,

for Director
Reorganizations and International Division
Income Tax Rulings and
Interpretations Directorate
Policy and Legislation Branch