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The amount to be added to the stated capital of the Newco4 class A common shares so issued will be an amount equal to the aggregate adjusted cost base of the common shares of Pubco so transferred (the "Transferred Shares "4 ""). 15. ... Jco will designate, in respect of the Transferred Shares "1", the Transferred Shares "2", the Transferred Shares "3" and the Transferred Shares "4"in its income tax return of income for the taxation year in which each of Newco1, Newco2, Newco3 and Newco4 is wound up, an amount pursuant to paragraph 88(l)(d), equal to the difference between: (a) the purchase price paid by Jco for the shares of Newco1, Newco2, Newco3 and Newco4, as the case may be, as described in paragraph 16 above; and (b) the adjusted cost base to Newco1, Newco2, Newco3 and Newco4, as the case may be, of the Transferred Shares "1", the Transferred Shares "2", the "Transferred Shares "3", and the "Transferred Shares "4" (hereinafter sometimes collectively referred to, together with the "Transferred Shares "A" and the "Transferred Shares "B", as the "Transferred Shares "), as the case may be, as a result of the transaction described in paragraph 14 above. 19. ...

Principal Issues: • butterfly ruling- similar to other given in past Position:- favorable ruling given Reasons: no new issues XXXXXXXXXX 962858 XXXXXXXXXX Attention: XXXXXXXXXX XXXXXXXXXX, 1997 Dear Sir/Madam: Re: 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 referenced taxpayers. ... The issued and outstanding shares of DC are as follows: Class & Number Shareholder of Shares PUC ACB XXXXXXXXXX The shares of DC represent capital property to each of the shareholders referred to above. ...

The details of the Mortgage Loans and the Operating Lines (collectively, the "Loans"), totalling approximately $XXXXXXXXXX, which are owed to the Lenders and which the Debtor proposes to refinance with preferred shares are as follows and as described in 11 below: LENDER PROPERTY INTEREST RATE PRINCIPAL % AMOUNT XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX 11. The principal amounts as of XXXXXXXXXX, and interest rates (XXXXXXXXXX) on the Operating Lines with Lender A are as follows: PRINCIPAL AMOUNT INTEREST RATE RATE EXPIRY DATE % XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX 12. ...

Reasons: XCO will own XXXXXXXXXX % of the voting shares of Aco and will not have de-jure control. ... Aco will transfer its intellectual property, remaining cash and fixed assets, other than the building XXXXXXXXXX (the "XXXXXXXXXX Building"), to PartnershipB and as consideration therefor, PartnershipB will assume all of Aco's liabilities, XXXXXXXXXX its bank loan, and issue to Aco a limited partnership interest and a general partnership interest entitling it to XXXXXXXXXX % and XXXXXXXXXX% of the income or loss of PartnershipB, respectively. ...

Initially, pursuant to the XXXXXXXXXX First Lease, the XXXXXXXXXX was leased by B Co, as landlord, to XXXXXXXXXX, as to an undivided XXXXXXXXXX% interest, D Co as nominee for A Co and partnerships whose interests A Co subsequently acquired, as to an undivided XXXXXXXXXX % interest, and Z Co as to an undivided XXXXXXXXXX% interest. ... Provided that A Co's XXXXXXXXXX % share of the Current XXXXXXXXXX Monthly XXXXXXXXXX Land Rent or A Co's Current XXXXXXXXXX Land Rent payable in respect of any period on or after the date of the issuance of this ruling is incurred by A Co for the purpose of gaining or producing income from a business or property of A Co, such payments will be deductible by A Co, pursuant to subsection 9(1) of the Act, for the purpose of computing its income from such business or property, as the case may be. ...

& Mrs. B (who have attained the age of eighteen (18) years). The sole capital beneficiaries will be Mr. ... & Mrs. B. e) The trustees shall have unfettered discretion to make payments of income or capital of the trust fund to or for the benefit of any one or more of the income beneficiaries at any time prior to the distribution date. ...

The beneficial ownership, aggregate ACB and PUC and the aggregate percentage of votes associated with the shares in the capital of Aco are as follows: Shareholder Class of Shares Number of Shares ACB PUC Percentage of Votes Daughter 1 Common XXXXXXXXXX $XXXXXXXXXX $XXXXXXXX XXXXXXXXX Daughter 2 Common XXXXXXXXXX $XXXXXXXXXX $XXXXXXXX XXXXXXXXX The FMV of the common shares in the capital of Aco is substantially in excess of Daughter 1 & Daughter 2's ACB. ... The BcoSub Note will be set off against the Aco Note # 1 and they will be cancelled. ...

The taxpayers that are applying for this advance income tax ruling are all of the Partners (see Appendices A & B). ... It will provide, but not be limited to the following: (a) The business of NewCo will be the Practice; (b) NewCo will carry out its professional services by contracting with independent contractors, employees, locums and so on as discussed in more detail in Paragraph 12; (c) Each individual shareholder of NewCo may, if he or she requests, be a member of the board of directors of NewCo; (d) The President, and other officers of NewCo, will be elected by the shareholders of NewCo; (e) At the sole right of the elected officers of NewCo, the net profits of NewCo will be available for distribution annually in the form of dividends on the outstanding shares, as well as in the form of director's fees; and (f) The change in the ownership of the issued shares of NewCo shall be limited to the following situations: (i) A shareholder has the right, at any time, to demand that NewCo purchase his or her shares at the fair market value at that particular time; (ii) NewCo may, upon approval of XXXXXXXXXX % of its existing shareholders, purchase any shares that are held by any of its shareholders and those shares will be sold to NewCo for their fair market value at that particular time; and (iii) Fair market value for points (i) and (ii) above will be determined by a mutually agreed upon independent third party. 12. ...

The following matrix compares the exposure to risks for a Principal in the existing arrangement with the risks of a Contracting Professional, Contracting Corporation and Professional Employee under the new arrangement: Attribute Current Structure Contracting Professional Contracting Corporation Professional Employee Expected annual time contribution for an individual physician: * As a Principal, he/she is required to devote their entire professional time to the business of the Partnership. ... Compensation * As a Principal, allocated on a fee for service basis, net of an allocated overhead, agreed to by the Principals. ...

The paid-up capital of the issued shares of Opco is as follows: Class of Shares Paid-up capital XXXXXXXXXX common shares $ XXXXXXXXXX XXXXXXXXXX preferred shares XXXXXXXXXX XXXXXXXXXX preferred shares XXXXXXXXXX The rights of the Opco shares are as follows: (a) the common shares are voting and participating; (b) the XXXXXXXXXX preferred shares are redeemable and retractable for an amount of $XXXXXXXXXX per share, have a XXXXXXXXXX% non-cumulative dividend entitlement and entitle their holders to XXXXXXXXXX% of the votes cast at a shareholders' meeting; and (c) the XXXXXXXXXX preferred shares are redeemable and retractable for the amount for which they were issued, have a XXXXXXXXXX% non-cumulative dividend entitlement and entitle their holders to XXXXXXXXXX% of the votes cast at a shareholders' meeting. 3. ... The paid-up capital of the issued shares of Holdco are as follows: Class of Shares Paid-up capital XXXXXXXXXX common shares $ XXXXXXXXXX XXXXXXXXXX preferred shares XXXXXXXXXX XXXXXXXXXX preferred shares XXXXXXXXXX The rights of the Holdco shares are as follows: (a) the common shares are voting and participating; (b) the XXXXXXXXXX preferred shares are redeemable and retractable for an amount of $XXXXXXXXXX per share, have a XXXXXXXXXX% non-cumulative dividend entitlement and are non-voting; and (c) the XXXXXXXXXX preferred shares are redeemable and retractable for an amount of $XXXXXXXXXX per share, have a XXXXXXXXXX% non-cumulative dividend entitlement and entitle their holder to a minimum of XXXXXXXXXX% and a maximum of XXXXXXXXXX% of the votes cast at a shareholders' meeting. 4. ...