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B Holdco is XXXXXXXXXX and owns XXXXXXXXXX % of the shares in B Sub Holdco. ... Subco1's only activity is the holding of a XXXXXXXXXX % unitholder interest in the Trust and a XXXXXXXXXX % share ownership in the Trustee as described below in paragraph 45. ... Subco2's only activity is the holding of a XXXXXXXXXX % unitholder interest in the Trust and a XXXXXXXXXX % share ownership in the Trustee as described below in paragraph 45. ...

DEFINITIONS In this letter, all monetary amounts are expressed in Canadian dollars unless otherwise indicated, and the following terms or expressions have the meaning specified: a) "Act" means the Income Tax Act R.S.C. 1985 (5th Supp.) c.1 as amended from time to time and consolidated to the date of this letter and unless otherwise expressly stated every reference herein to a part, section or subsection, paragraph or subparagraph and clause or subclause, is a reference to the relevant provision of the Act, and the Income Tax Regulations thereunder are referred to as the Regulations; b) "adjusted cost base" ("ACB") has the meaning assigned by subsection 248(1); c) "agreed amount" means the amount agreed on by the transferor and the transferee in respect of an eligible property in an election filed pursuant to subsection 85(1); d) "arm's length" has the meaning assigned by subsection 251(1); e) "Aunt" means XXXXXXXXXX, an individual resident of Canada; f) "BN" means the tax identification number assigned by the CRA to the particular entity as defined in subsection 248(1); g) "Canadian-controlled private corporation" ("CCPC") has the meaning assigned by subsection 125(7); h) "capital dividend account" ("CDA") has the meaning assigned by subsection 89(1); i) "capital property" has the meaning assigned by section 54; j) "Cousin 1" means XXXXXXXXXX, an individual resident of Canada; k) "Cousin 1 Family Trust" means the "XXXXXXXXXX " which was established for the benefit of Cousin 1, his descendants in the first or second degree and the XXXXXXXXXX (a registered charity). ... The only shares of TC1 that are issued and outstanding are XXXXXXXXXX common shares (voting, participating), XXXXXXXXXX Class B shares (non-voting, non-participating, redeemable), XXXXXXXXXX Class C shares (non-voting, non-participating, redeemable) and XXXXXXXXXX Class D shares (non-voting, non-participating, redeemable), which are owned as follows: Shares Subco Cousinco2 Cousinco3 Common XXXXXXXX XXXXXXXX XXXXXXXX Class B XXXXXXXX Class C XXXXXXXX XXXXXXXX Class D XXXXXXXX % of value XXXXXXX % XXXXXXX % XXXXXXX % 19. ...

Unless otherwise expressly stated all references herein to statutory provisions relate to the Income Tax Act (Canada) (the "Act") and all references to dollars or $ refer to Canadian dollars. ... The single most valuable asset of XXXXXXXXXX As at XXXXXXXXXX the principal “tax pools” of XXXXXXXXXX were as follows: Non-Capital Loss Carryforward XXXXXXXXXX Total Undepreciated Capital Cost: $ XXXXXXXXXX XXXXXXXXXX Total NCL, UCC & XXXXXXXXXX $XXXXXXXXXX 6. ...

Holdco2, a Canadian resident corporation formed under the laws of XXXXXXXXXX, holds XXXXXXXXXX % of the issued and outstanding shares of Opco1. Holdco1, a Canadian resident corporation formed under the laws of XXXXXXXXXX, holds the remaining XXXXXXXXXX % of the issued and outstanding shares of Opco1. 3. ... The proceeds from the Offering (net of the costs and expenses incurred by the Fund) will be used to capitalize the Trust as to approximately XXXXXXXXXX % debt (in the form of Series 1 Trust Notes) and approximately XXXXXXXXXX % equity (in the form of a beneficial interest in the Trust). 38. ...

. ********************************************************************* Question 2 Capital Dividends and the 25% Solution The estate of a deceased shareholder owns shares in a private company that have an adjusted cost base and fair market value of $1 million. ... While we have not had any actual cases where the reasons for undertaking the transactions were as described in this question, they do initially appear to be secondary to the purpose of obtaining the tax benefit. ************************************************************************ Question 4 Grandfathering Rules Has the Department modified its position in respect of the grandfathering issues dealt with in the CALU's 1997 annual meeting? ... Unless a portion of the premium paid is in fact prepaid, we see no basis for treating it as other than in respect of the year in which it is paid. ************************************************************************ Question 11 Charitable Trust A donor establishes a "charitable trust" for purposes of benefiting two unrelated charitable organizations. ...

See para. 3 of IT-210R2 re accrued salary or wages under 70(1) and E52327, E9126270 & E911866 re bonus & additional forms of remuneration as 70(1) amounts; and para. 14 of IT-212R3 re additional compensation payable (albeit out of EBP) in the event of death as 70(2) amounts. ...

Le prix de rachat est de XXXXXXXXXX $ l'action plus tout dividende declaré et impayé. ... Le prix de rachat est de XXXXXXXXXX $ l'action plus tout dividende déclaré et impayé. ... D pour une contrepartie de XXXXXXXXXX $ en argent;- XXXXXXXXXX actions de la catégorie «2» possédées par GESTCO C pour une contrepartie de XXXXXXXXXX $ en argent; et- XXXXXXXXXX actions de la catégorie «3» possédées par GESTCO A pour une contrepartie de XXXXXXXXXX $ en argent. ...

Definitions (a) "Active Business Assets" means the XXXXXXXXXX; (b) "adjusted cost base" ("ACB") has the meaning assigned by section 54; (c) "capital property" has the meaning assigned by section 54; (d) "controlled foreign affiliate" has the meaning assigned by subsection 95(1); (e) "excluded property" has the meaning assigned by subsection 95(1); (f) "foreign accrual property income" ("FAPI") has the meaning assigned by subsection 95(1); (g) "foreign affiliate" has the meaning assigned by subsection 95(1); (h) "Foreignco" means XXXXXXXXXX; (i) "Foreign Country 1" means XXXXXXXXXX; (j) "Foreign Country 2" means XXXXXXXXXX; (k) "Foreign Stock Exchanges" means the XXXXXXXXXX; (l) "Holdco1" means XXXXXXXXXX; (m) "Holdco2" means XXXXXXXXXX; (n) "net surplus" has the meaning assigned by subsection 5907(1) of the Regulations; (o) "Newco" means the new corporation described in paragraphs 11 and 12 below; (p) "non-resident" has the meaning assigned by subsection 248(1); (q) "Opco" means XXXXXXXXXX; (r) "paid-up capital" has the meaning assigned by subsection 89(1) of the Act; (s) "Parent" means XXXXXXXXXX; (t) "Province" means XXXXXXXXXX; (u) "Regulations" means the Income Tax Regulations; (v) "Reorganization" means the proposed divisive reorganization of Opco; (w) "Subco1" means XXXXXXXXXX; (x) "Subco1 Shares" means XXXXXXXXXX % of its issued and outstanding common shares; (y) "Subco2" means XXXXXXXXXX; (z) "Subco2 Shares" means XXXXXXXXXX of its U.S. dollar denominated redeemable preferred shares; (aa) "taxable Canadian corporation" has the meaning assigned by subsection 89(1). ... By operation of corporate law in Foreign Country 2, Holdco1 and Holdco2's approval of the divisive reorganization will result in Holdco1 and Holdco2 becoming the shareholders of Newco with Holdco1 having an XXXXXXXXXX % ownership interest in Newco and Holdco2 having a XXXXXXXXXX % ownership interest in Newco. ... Yours truly, for Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

Definitions In this letter, the following terms have the meanings specified below: (a) "adjusted cost base" or "ACB" has the meaning assigned by section 54; (b) "Amalco MFC" means the corporation to be formed on the amalgamation of MFC and Holdco under the BCA, as described in paragraphs 16 and 17 below; (c) "Amalco MFC Class A Shares" means the Class A shares in the capital of Amalco MFC with the same terms and conditions as the MFC Class A Shares described in subparagraph 8(b) below; (d) "Amalco MFC Class B Shares" means the Class B shares in the capital of Amalco MFC with the same terms and conditions as the MFC Class B Shares described in subparagraph 8(c) below; (e) "Amalco MFC Common Shares" means the common shares in the capital of Amalco MFC with the same terms and conditions as the MFC Common Shares described in subparagraph 8(a) below; (f) "BCA" means the Business Corporations Act (XXXXXXXXXX); (g) "Class A Redemption Price" means the fair market value of any consideration for which the MFC Class A Shares were issued plus any declared and unpaid dividends on such shares at the date of redemption or retraction; (h) "Class B Redemption Price" means the fair market value of any consideration for which the MFC Class B Shares were issued plus any declared and unpaid dividends on such shares at the date of redemption or retraction; (i) "Combination, Transfer and Assumption Agreement" means the agreement to be entered into by Amalco MFC and the Fund as described in paragraph 20 below; (j) "Declaration of Trust" means the declaration of trust establishing and governing the Fund, as amended and restated, dated XXXXXXXXXX, as it may be further amended and restated from time to time; (k) "FMV" means fair market value; (l) "Fund" means XXXXXXXXXX, an open-ended trust formed under the laws of the Province of XXXXXXXXXX pursuant to the Declaration of Trust; (m) XXXXXXXXXX (n) "Fund XXXXXXXXXX " means a trust unit of the Fund, described in paragraph 4 below; (o) "Fund XXXXXXXXXX " means a trust unit of the Fund described in paragraph 4 below; (p) "Fund XXXXXXXXXX " means a holder of a XXXXXXXXXX; (q) "Holdco" means XXXXXXXXXX., a wholly owned XXXXXXXXXX subsidiary of Partnership, which holds the Fund's indirect limited partnership interest in LP; (r) "Holdco Common Shares" means all of the issued and outstanding common shares of Holdco; (s) "Holdco Note" means a demand, interest-bearing note issued by Holdco to Partnership in respect of Holdco's obligation to repay monies borrowed from Partnership to fund Holdco's acquisition of LP Units; (t) "Holdco GP" means XXXXXXXXXX., a wholly owned XXXXXXXXXX subsidiary of Partnership, which holds a general partnership interest in LP; (u) "Holdco Transfer Agreement" means the agreement of purchase and sale to be entered into by Partnership and MFC as described in paragraph 14 below; (v) "Investor" means XXXXXXXXXX general partnership, that beneficially owns approximately XXXXXXXXXX % of the issued and outstanding XXXXXXXXXX; (w) "LP" means XXXXXXXXXX limited partnership formed under an agreement dated XXXXXXXXXX between Holdco GP, Holdco, XXXXXXXXXX; (x) "LP Units" means the all of the limited partnership units in the capital of LP owned by Holdco; (y) "MFC" means a taxable Canadian corporation to be formed under the BCA, as described in paragraphs 7 and 8 below; (z) "MFC Class A Shares" means the Class A shares in the capital of MFC described in subparagraph 8(b) below; (aa) "MFC Class B Shares" means the Class B shares in the capital of MFC described in subparagraph 8(c) below; (bb) "MFC Common Shares" means the common shares in the capital of MFC described in subparagraph 8(a) below; (cc) "Partnership" means XXXXXXXXXX, a limited partnership formed under the laws of XXXXXXXXXX and established pursuant to the terms of a limited partnership agreement, as amended and restated, dated XXXXXXXXXX, as it may be amended and restated from time to time; (dd) "Partnership A" means XXXXXXXXXX, a limited partnership formed under the laws of the Province of XXXXXXXXXX, all of the limited partnership units of which are owned by the Fund; (ee) "Partnership B" means XXXXXXXXXX, a limited partnership formed under the laws of the Province of XXXXXXXXXX, all of the limited partnership units of which are owned by the Fund; (ff) "Partnership Units" mean limited partnership units of Partnership; (gg) "Proposed Amendments" means the legislative proposals tabled in Bill C-10 in respect of subsection 131(8), subsection 132(6) and section 132.2, which received second reading in the Senate on December 4, 2007 and which subsequently expired on the Order Paper; (hh) "Regulations" means the Income Tax Regulations (Canada), as amended; (ii) "Right of Renunciation" means the right of a Fund XXXXXXXXXX that is a Subsidiary of the Fund to renounce, release and surrender, for no consideration, all rights and benefits in and to the XXXXXXXXXX specified in a delivered written notice of renunciation; (jj) "Special Trust Unit" means a trust unit of the Fund described in paragraph XXXXXXXXXX of the Declaration of Trust; (kk) "Subsidiary" of the Fund means any entity, corporation, trust, or partnership in which the Fund holds, either directly or indirectly (through one or more Subsidiaries), XXXXXXXXXX % or more of the beneficial interest therein, including, without limitation, in respect of a corporation, XXXXXXXXXX % or more of the shares of each class of the corporation, in respect of a trust, XXXXXXXXXX % or more of the beneficial interest in the trust, and in respect of a partnership, XXXXXXXXXX % or more of the partnership units or interest in the partnership; and (ll) XXXXXXXXXX Our understanding of the Facts and Proposed Transactions is as follows: Facts 1. ... At all times following their issuance, the aggregate FMV of the MFC Class A Shares and MFC Class B Shares will at least be equal to XXXXXXXXXX % of the FMV of all of the issued shares of MFC. 12. ...

As at the end of its last fiscal year ending on XXXXXXXXXX, the balance of non-capital losses of A Co amounted to $XXXXXXXXXX which is the sum of its tax operating losses incurred in the following taxation years: XXXXXXXXX $ XXXXXXXX XXXXXXXXX XXXXXXXX XXXXXXXXX XXXXXXXX XXXXXXXXX XXXXXXXX XXXXXXXXX XXXXXXXX XXXXXXXXX XXXXXXXX XXXXXXXXX XXXXXXXX Total $ XXXXXXXX Facts relating to B Co 5. ... Annually (or more frequently), B Co will pay interest of approximately $XXXXXXXXXX ($XXXXXXXXXX") to A Co, assuming that the prime rate is at 3.75 %. 17. ...