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The New Preferred Shares will: (a) be non-voting; (b) be redeemable by the corporation and retractable by the holder for the Redemption Amount; (c) entitle the holder to receive a non-cumulative dividend of XXXXXXXXXX % of the Redemption Amount per annum, preferential to dividends on the common shares and any other class of preferred shares of Opco but pari passu with each other series of New Preferred shares; and (d) on the liquidation, dissolution or winding-up of Opco, entitle the holder to receive the Redemption Amount before any amount will be paid or any assets of Opco will be distributed to the holders of common shares or any of the other classes of preferred shares of the corporation but ranking equally with the New Preferred Shares Series 1, New Preferred Shares Series 2 and New Preferred Shares Series 3; "Opco" means XXXXXXXXXX. ... Consequently, nothing in this ruling should be viewed as providing any assurance that LP is not currently a SIFT or will not become a SIFT by virtue of the proposed transactions; Yours truly, for the Director Reorganizations & Resources Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

., a corporation more fully described in Paragraph 19; "Spinco Commitment" means the commitment of Spinco in respect of the DC Warrants and the unpaid bonuses of DC Common Shares, as referred to in Paragraph 27; "Spinco Common Shares" means the common shares of Spinco, as described in Paragraph 19; "Spinco Redemption Note" means the promissory note to be issued by Spinco as described in Paragraph 32; "Spinco Reorganization Share Redemption Amount" has the meaning assigned by Paragraph 24(a); "Spinco Reorganization Shares" means the class of preferred shares in the capital of Spinco as described in Paragraph 24; "Spinco Stock Options" has the meaning assigned by Paragraph 26.1; "Spin-off Property" means XXXXXXXXXX % of the issued and outstanding shares of Newco following the transfer described in Paragraph 28 below; "stated capital" has the meaning assigned by the BCA; "Stock Exchange" means the XXXXXXXXXX Stock Exchange; "subject corporation" has the meaning assigned by subsection 186(3); "taxable Canadian corporation" has the meaning assigned by subsection 89(1); "taxable Canadian property" has the meaning assigned by subsection 248(1); "taxable dividend" has the meaning assigned by subsection 89(l); "taxable preferred share" has the meaning assigned by subsection 248(1); and "Transferred Properties" has the meaning assigned by Paragraph 2. ... The fair market value, immediately before the transfer described in Paragraph 29, of each Participant's Spinco Common Shares will equal or approximate the amount determined by the formula: (A x B/C) + D in respect of such Participant, as set out in subparagraph (b)(iii) of the definition "permitted exchange" in subsection 55(1). ...

The Newlossco3 Preferred Shares will be entitled to non-cumulative dividends not exceeding XXXXXXXXXX % of their redemption amount. ... The consideration will be a demand non-interest-bearing note (the " Newlossco2 Note B") with a principal amount and FMV equal to the redemption value of the Newlossco2 Preferred Share. ...

Immediately after the share-for-share exchange described herein, the fair market value of each DCAmalco Shareholder’s shares of the capital stock of Transferee1 will be equal to or approximate the amount determined by the formula (A x B) + D C as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1). ... Immediately after the share-for-share exchange described herein, the fair market value of each DCAmalco Shareholder’s shares of the capital stock of Transferee2 will be equal to or approximate the amount determined by the formula (A x B) + D C as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1). ...

Each of the DC Class A Preference Shares will have the following attributes: (a) will be non-voting and non-participating; (b) will be redeemable and retractable, subject to applicable law, at any time for an amount equal to the amount determined by dividing the aggregate FMV of the property received by the corporation on the issuance of the Class A Preference Shares, less the aggregate FMV of any non-share consideration issued or liabilities assumed by the corporation in connection with the issuance of such shares, by the number of the Class A Preference Shares issued ("DC Class A Redemption Amount"); (c) will be entitled to a fixed, preferential, non-cumulative monthly dividend of XXXXXXXXXX % of the DC Class A Redemption Amount, and (d) will rank in first priority over all other classes on dissolution. 10. ... Immediately after the share exchanges described in this paragraph, the aggregate FMV of the Newco Common Shares owned by the particular DC shareholder will be equal to or approximate the amount determined by the formula, on the assumption that Father, Mother, Son1, Son2 and Individual A are participants, DC is the distributing corporation and Newco is the acquirer, (A x B) + D C as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). ...

(ii) Whether certain shares will be "XXXXXXXXXX ". Position: (i) Yes, provide certain amendments to the Regulations come into force as proposed and a testing program is conducted as proposed. ... At such time, the only property of LP E will be the Series XXXXXXXXXX Shares received from Mutual Fund Co and Manage Co E will receive XXXXXXXXXX % of the Series XXXXXXXXXX Shares and the limited partners will receive XXXXXXXXXX% of the Series XXXXXXXXXX Shares, in proportion to the number of limited partnership units held. ...

Definitions In this letter, the following terms have the meanings specified: (a) XXXXXXXXXX; (b) "ACo" means XXXXXXXXXX, as described in Paragraph 1; (c) "ACo Common Shares" means the common shares in the capital stock of ACo so described in Paragraph 4; (d) "ACo Preferred Shares" means the XXXXXXXXXX Preferred Shares of ACo XXXXXXXXXX, so described in Paragraph 5; (e) "ACo Subco" means the Canadian corporation described in Paragraph 30; (f) "ACo Subco Common Shares" means the common shares of ACo Subco described in Paragraph 30; (g) "ACo Subco Note" means the note payable described in Paragraph 54; (h) "ACo Subco Preferred Shares" means the preferred shares of ACo Subco described in Paragraph 30; (i) "ACo Subco Redemption Amount" means the aggregate redemption amount of the ACo Subco Preferred Shares, as described in Paragraph 53; (j) "acquiror" has the meaning assigned by the definition of "specified corporation" in subsection 55(1); (k) "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, subparagraph or clause is a reference to the relevant provision of the Act; (l) "adjusted cost base" has the meaning assigned by section 54; (m) "affiliated persons" has the meaning assigned by subsection 251.1(1); (n) "allowable capital loss" has the meaning assigned by paragraph 38(1)(b); (o) "XXXXXXXXXX/Fco" means XXXXXXXXXX, as described in Paragraph 26; (p) "arm's length" has the meaning assigned by section 251; (q) "BCo" means XXXXXXXXXX, as described in Paragraph 9; (r) "BCo Butterfly " means the transactions described in Paragraphs 51 to 56; (s) "BCo Butterfly Proportion" means the fraction A/B where: A is the fair market value of the BCo Subco Common Shares to be transferred to ACo Subco referred to in Paragraph 53 immediately before such transfer; and B is the net fair market value of all property owned by Bco immediately before the transfer of BCo Subco Common Shares to ACo Subco referred to in Paragraph 53; (t) "BCo Common Shares" means the common shares of BCo described in Paragraph 11; (u) "BCo New Common Shares" means the common shares of BCo described in Paragraph 51; (v) "BCo Note" means the note payable described in Paragraph 55; (w) "BCo Redemption Amount" means the aggregate redemption amount of the BCo Reorganization Shares issued on the BCo Share Exchange, as described in Paragraph 51; (x) "BCo Reorganization Shares" means the preferred shares of BCo described in Paragraph 51; (y) "BCo Share Exchange" has the meaning assigned in Paragraph 51; (z) "BCo Subco" means the Canadian corporation described in Paragraph 31; (aa) "BCo Subco Common Shares" means the common shares of BCo Subco described in Paragraph 31; (bb) "BCo Subco Note" means the note payable described in Paragraph 48; (cc) "BCo Subco Preferred Shares" means the preferred shares of BCo Subco described in Paragraph 31; (dd) "BCo Subco Redemption Amount" means the aggregate redemption amount of the BCo Subco Preferred Shares, as described in Paragraph 47; (ee) "XXXXXXXXXX/ECo" means XXXXXXXXXX, as described in Paragraph 26; (ff) "Canadian corporation" has the meaning assigned by subsection 89(1); (gg) "capital gain" has the meaning assigned by subsection 39(1); (hh) "capital loss" has the meaning assigned by subsection 39(1); (ii) "capital property" has the meaning assigned by section 54; (jj) "CBCA" means the Canada Business Corporations Act; (kk) "CCo" means XXXXXXXXXX, as described in Paragraph 14; (ll) "CCo Board" means the Board of Directors of Cco; (mm) "CCo Butterfly" means the transactions described in Paragraphs 45 to 50; (nn) "CCo Butterfly Proportion" means the fraction A/B where: A is the fair market value of the XXXXXXXXXX/DCo Shares to be transferred to BCo Subco referred to in Paragraph 47 immediately before such transfer; and B is the net fair market value of all property owned by CCo immediately before the transfer of XXXXXXXXXX/ DCo Shares to BCo Subco referred to in Paragraph 47; (oo) "CCo Common Shares" means the common shares of CCo described in Paragraph 15; (pp) "CCo/XXXXXXXXXX/DCo Agreements" means the agreements described in Paragraph 27; (qq) "CCo New Common Shares" means the common shares of CCo described in Paragraph 45; (rr) "CCo Note" means the note payable described in Paragraph 49; (ss) "CCo Preferred Shares" means the XXXXXXXXXX, as described in Paragraphs 17 to 21; (tt) "CCo Redemption Amount" means the aggregate redemption amount of the CCo Reorganization Shares issued on the CCo Share Exchange, as described in Paragraph 45; (uu) "CCo Reorganization Shares" means the preferred shares of CCo described in Paragraph 45; (vv) "CCo Share Exchange" has the meaning assigned in Paragraph 45; (ww) "CRA" means the Canada Revenue Agency; (xx) "cost amount" has the meaning assigned by subsection 248(1); (yy) "disposition" has the meaning assigned by subsection 248(1); (zz) "distribution" has the meaning assigned by subsection 55(1); (aaa) "dividend rental arrangement" has the meaning assigned by subsection 248(1); (bbb) "eligible property" has the meaning assigned by subsection 85(1.1); (ccc) "XXXXXXXXXX/GCo" means XXXXXXXXXX, as described in Paragraph 33; (ddd) "fair market value" means the highest price available in an open and unrestricted market between informed and prudent parties acting at arm's length and under no compulsion to act and contracting for a taxable purchase and sale; (eee) "forgiven amount" has the meaning assigned by subsections 80(1) and 80.01(1); (fff) "guarantee agreement" has the meaning assigned by subsection 112(2.2); (ggg) "Loss Consolidation" means the loss consolidation arrangement implemented in XXXXXXXXXX as described in Paragraph 13; (hhh) "XXXXXXXXXX/DCo" means XXXXXXXXXX, as described in Paragraph 23; (iii) "XXXXXXXXXX/DCo Shares" means the shares of XXXXXXXXXX/DCo held by CCo, as described in Paragraph 25; (jjj) "New ACo" means the corporation resulting from the amalgamation of ACo, BCo Subco and ACo Subco, as described in Paragraph 57; (kkk) "paid-up capital" has the meaning assigned by subsection 89(1); (lll) "Paragraph" refers to a numbered paragraph in this advance income tax ruling; (mmm)"principal amount" has the meaning assigned by subsection 248(1); (nnn) "proceeds of disposition" has the meaning assigned by section 54; (ooo) "Proposed Transactions" means the transactions referred to in Paragraphs 45 to 59; (ppp) "public corporation" has the meaning assigned by subsection 89(1); (qqq) "Put" means the put option described in Paragraph 26; (rrr) "Regulations" refers to the Income Tax Regulations; (sss) "related persons" has the meaning assigned by section 251; (ttt) "restricted financial institution" has the meaning assigned by subsection 248(1); (uuu) "series of transactions or events" has the meaning assigned by subsection 248(10); (vvv) "XXXXXXXXXX Shares" means the XXXXXXXXXX Preferred Shares, XXXXXXXXXX of CCo, as described in Paragraph 17; (www) "XXXXXXXXXX Shares" means the XXXXXXXXXX Preferred Shares, XXXXXXXXXX of CCo, as described in Paragraph 18; (xxx) "XXXXXXXXXX Shares" means the XXXXXXXXXX Preferred Shares, XXXXXXXXXX of CCo, as described in Paragraph 19; (yyy) "XXXXXXXXXX Shares" means the XXXXXXXXXX Preferred Shares, XXXXXXXXXX of CCo, as described in Paragraph 20; (zzz) "XXXXXXXXXX Shares" means the XXXXXXXXXX Preferred Shares, XXXXXXXXXX of CCo, as described in Paragraph 21; (aaaa) "XXXXXXXXXX Shares" means the XXXXXXXXXX Preferred Shares, XXXXXXXXXX of CCo, as described in Paragraph 21; (bbbb) "specified class" has the meaning assigned by subsection 55(1); (cccc) "specified corporation" has the meaning assigned by subsection 55(1); (dddd) "specified financial institution" has the meaning assigned by subsection 248(1); (eeee) "specified shareholder" has the meaning assigned by subsection 248(1) as modified by subsections 55(3.2) and (3.3); (ffff) "stated capital account" has the meaning assigned by section 26 of the CBCA; (gggg) "subsidiary wholly-owned corporation" has the meaning assigned by subsection 87(1.4); (hhhh) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (iiii) "taxable dividend" has the meaning assigned by subsection 89(1); and (jjjj) "Trust" means the arm's length trust as described in Paragraph 10. ... Each CCo Reorganization Share will entitle the holder thereof to a non-cumulative cash dividend equal to XXXXXXXXXX % per annum of the redemption amount of the share at that time having priority over the CCo New Common Shares. ...

The relevant facts regarding these corporations are summarized below: Name of Date of Fiscal Corporate Corporation Controlling shareholder(s) incorporation year end account # XXXXXXXXXX/Aco XXXXXXXXXX XXXXXXXXXX/Cco XXXXXXXXXX/Aco XXXXXXXXXX XXXXXXXXXX/Bco XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX Mr. ... C XXXXXXXXXX ("XXXXXXXXXX/Fco") * Date of amalgamation All the corporations described herein file their corporate tax returns at the XXXXXXXXXX Taxation Centre and deal with the XXXXXXXXXX Tax Services Office regarding their tax affairs. 2. ...

(c) The activities of "XXXXXXXXXX " are specifically excluded from the "qualified activities" under the definition of the later term in section 5202 of the Regulations. ... The initial Distribution Percentage of the Partners at the Closing after the initial capital contributions made by D Co. and R Co. as referred to in 17 above will be as follows: Distribution Percentage (%) B Co. ...

On the date hereof XXXXXXXXXX/ACO owns XXXXXXXXXX % of XXXXXXXXXX issued and outstanding common shares. 20. ... At the time of the acquisition, XXXXXXXXXX owned XXXXXXXXXX % of the shares of XXXXXXXXXX. ...