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Pursuant to the Forco 3 – DC ULC FSA, at any time DC ULC makes a payment of interest or principal on the Forco 2 Loan, the Forco 3- DC ULC FSA requires Forco 3 to subscribe for shares of DC ULC in an amount equal to the payment made by DC ULC. 19. ... The Foreign Spinco Finco – Forco 1 Loan will be evidenced by a USD, interest bearing, demand promissory note having a principal amount and a FMV equal to $XXXXXXXXXX USD which will be issued by Forco 1 to Foreign Spinco Finco. ... The aggregate FMV, immediately before the DC ULC Transfer, of the Foreign Spinco XXXXXXXXXX owned by Forco 3 will be equal to or approximate the amount determined by the formula, on the assumption that Forco 3 is the participant, DC ULC is the distributing corporation and Foreign Spinco is the acquiror, (A × B/C) + D as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1). ...

The Class A shares are non-voting, non-participating (except for an XXXXXXXXXX % non-cumulative dividend) and redeemable and retractable at the amount paid-up thereon, which is $XXXXXXXXXX in the aggregate. 5. ... The principal asset of DC5 consists of an undivided XXXXXXXXXX % co-ownership interest in a XXXXXXXXXX rental building known XXXXXXXXXX. ... The authorized share capital of Sibling2Co will include an unlimited number of shares of each of the following classes: (a) one class of voting common shares, which will be issued to Sibling2 in exchange for the transfer to Sibling2Co of his DCAmalco shares, as described in Subparagraph 35(a) below; (b) one class of non-voting, non-participating (except for XXXXXXXXXX % non-cumulative dividends), redeemable and retractable preference shares, which will be issued to Mrs. ...

The Class B preferred shares of Amalco are cumulative, non-voting and redeemable at the rate of XXXXXXXXXX shares per year @ $XXXXXXXXXX/share. ... The owners of the issued and outstanding shares of Amalco and their PUC are as follows: Class Of No. of Shareholder Shares Shares PUC $ Mr. ... C & Mrs. D. The Amalco shares represent capital property to each of the shareholders referred to above. ...

Each Holdco will have authorized share capital as follows: (a) Class A preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (b) Class B preference shares: voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (c) Class C preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (d) Class D preference shares: non-voting; non-participating; cumulative monthly dividends at a rate equal to XXXXXXXXXX% of the prime rate; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (e) Class E preference shares: issuable in series with terms and conditions (including dividend entitlement at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum) to be determined by the directors upon filing of articles of amendment; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; (f) Class F preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (g) Class G preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX % to XXXXXXXXXX % per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (h) Class H preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (i) Class I preference shares: non-voting; non-participating; non-cumulative dividends (in the form of capital dividends) equal to the increase in the capital dividend account from life insurance proceeds upon death of a holder of Class I Preference shares; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable upon death of a holder, retractable and may be purchased for cancellation for their redemption amount (generally at $XXXXXXXXXX per share); (j) Class J preference shares: non-voting; non-participating; non-cumulative dividends in amounts determined by the directors; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount (generally at $XXXXXXXXXX per share); (k) Class K preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to a maximum of CCRA's prescribed rate per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (l) Class L preference shares: non-voting; non-participating; non-cumulative dividends at a rate equal to XXXXXXXXXX% of CCRA's prescribed rate per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount; (m) Class M preference shares: non-voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable, retractable and may be purchased for cancellation for their redemption amount (generally at $XXXXXXXXXX per share); (n) Class V preference shares: voting; non-participating; non-cumulative dividends at variable rates from XXXXXXXXXX% to XXXXXXXXXX% per annum; ranked XXXXXXXXXX upon dissolution, liquidation or wind-up; redeemable upon death or insolvency of a holder, retractable and may be purchased for cancellation for their redemption amount; (o) Class A common shares: voting; participating; non-cumulative dividends in amounts determined by the directors; right to remaining property upon dissolution, liquidation or wind-up pari passu with Class B, Class C and Class D Common shares; (p) Class B common shares: non-voting; participating; non-cumulative dividends in amounts determined by the directors; right to remaining property upon dissolution, liquidation or wind-up pari passu with Class A, Class C and Class D Common shares; (q) Class C common shares: voting; participating; non-cumulative dividends in amounts determined by the directors; no entitlement to capital dividends; right to remaining property upon dissolution, liquidation or wind-up pari passu with Class A, Class B and Class D Common shares; and (r) Class D common shares: voting; participating; non-cumulative dividends in amounts determined by the directors; right to remaining property upon dissolution, liquidation or wind-up pari passu with Class A, Class B and Class C Common shares. ...

A separate portfolio of properties held by the CCF is not maintained for each class; f) "Common Contractual Fund" means a common contractual fund, constituted under the laws of Ireland, authorized by the Authority pursuant to Part 2 of the Investment Funds Act and meeting the conditions set out in Section 739I of the Foreign Tax Act; g) "CRA" means the Canada Revenue Agency; h) "Custodian" means XXXXXXXXXX, having its registered office at XXXXXXXXXX and acting as custodian with respect to the properties of the CCF; i) "Custodian Agreement" means the agreement between the Manager and the Custodian, dated XXXXXXXXXX, relating to the appointment and duties of the Custodian; j) "Deed of Constitution" means the deed of constitution dated XXXXXXXXXX, entered into between the Manager and the Custodian providing for the constitution of the CCF; k) "Designated Stock Exchanges" has the meaning assigned by section 262; l) "Foreign Tax Act" means Taxes Consolidation Act 1997 (Ireland), as amended; m) "Gross Income Payments" has the meaning assigned in subparagraph 8(f) below; n) "Investment" means a permitted investment set out in clause XXXXXXXXXX of the Deed of Constitution; o) "Investment Funds Act" means Investment Funds, Companies and Miscellaneous Provision Act 2005 (Ireland), as amended; p) "Manager" means XXXXXXXXXX, having its registered office at XXXXXXXXXX, acting in its capacity as manager of the CCF as set out in the Deed of Constitution; q) "Mutual Fund Trust" has the meaning assigned by subsection 248(1); r) "New Investor" means an investor, resident of Canada or not, that qualifies to hold Units offered by the Prospectus and does not hold any Unit in the CCF as of the date of this ruling letter, but will subsequently invest in Units and for greater certainty, includes a resident of Canada only to the extent that the entity qualifies as exempt from tax pursuant to subsection 149(1) at the moment of the investment in the CCF and afterwards; s) "Non-Resident" has the meaning assigned by subsection 248(1); t) "Prospectus" means the prospectus prepared by the Manager in accordance with the Investment Funds Act, the Deed of Constitution and the requirements of the Authority, and pursuant to which Unitholders acquire Units in the CCF; u) "Qualifying Investor" has the meaning assigned in the Deed of Constitution; v) "Register" means the register referred to in sub-clause XXXXXXXXXX of the Deed of Constitution; w) "Regulations" means Statutory Instrument No. 211 of 2003 – European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2003. x) "Related Persons" has the meaning assigned by subsection 251(2); y) "Sub-CanCustodian" means XXXXXXXXXX; z) "Taxpayer" has the meaning assigned by subsection 248(1); aa) "Tax Treaty" means a tax treaty as defined in subsection 248(1); bb) "Unit" means an undivided co-ownership interest of Unitholders as tenants in common with the other Unitholders in the properties held by a Common Contractual Fund or the CCF, as the case may be, which may be further divided into further classes of Units; and cc) "Unitholder" means any person holding a Unit and entered on the register of a Common Contractual Fund or the CCF as being the holder of a Unit such holder being legally entitled to an undivided co-ownership interest as tenants in common with the other holders in the properties held by a Common Contractual Fund or the CCF, as the case may be. ... The CCF will not purchase more than XXXXXXXXXX % of the outstanding shares of any one issuer and will monitor its portfolio to ensure that its holdings do not exceed this XXXXXXXXXX % threshold. 20. ...

The number of Canco1 Class A Common Shares transferred to USco3 will be determined by the following formula: (A/B) x C, where A = the FMV of Canco1’s investment in Canco3 (which is the total of the FMV of the common share it holds in Canco3 and the FMV of the Canco3 Promissory Note); B = the FMV of all the issued and outstanding shares of the capital stock of Canco1; and C = the aggregate number of issued and outstanding common shares in the capital stock of Canco1. ...

There is no person that beneficially owns more than XXXXXXXXXX % of the shares of Parent. 3. ... The non-capital losses of Parent carried forward from prior years are as follows: Year of origin Non-Capital Loss XXXXXXXXXX XXXXXXXXXX * estimate 5. ... The holders of preferred shares will be entitled to cumulative dividends, calculated daily by reference to the redemption/retraction price of the preferred shares at a rate equal to the sum of the interest rate on the Lossco Loan plus XXXXXXXXXX %. ...

The Units of the CCF do not have any voting rights (save the right, on written notice signed by Unitholders holding XXXXXXXXXX % of the Units, to require the manager to resign). ... The CCF will not purchase more than XXXXXXXXXX % of the outstanding shares of any one issuer and will monitor its portfolio to ensure that its holdings do not exceed this XXXXXXXXXX % threshold. 19. ...

2007 Ruling 2006-0191631R3- XXXXXXXXXX Unedited CRA Tags 98(6) 132.2 Principal Issues: Rulings confirm tax consequences of a REIT reorganization in order to simplify the structure of the MFT...ie. conversion of a general partnership to a limited partnership & elimination of currently existing layers of corporations through amalgamation and transfers of assets using various rollover to achieve simplification. ... Provided that, at the time of Asset Transfer #2, Amalco #2 is a mutual fund corporation, the Fund is a mutual fund trust, the property transferred has a fair market value of at least 90% of the fair market value of all property owned by Amalco # 2 at that time and provided that joint elections are filed in prescribed form and within the time set out in to paragraph (c) of the definition of qualifying exchange in subsection 132.2(2), the transactions described in Paragraph IV.20 and IV.21 above will constitute a "qualifying exchange" such that provisions of subsections 132.2(1) will apply to: (a) the transfer of the LP Units from Amalco #2 to the Fund described in Paragraph IV.20; and (b) the redemption of the Class A and Class B shares by Amalco #2 described in Paragraph IV.21. ... XXXXXXXXXX Section Manager for Division Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

The dividend rate will be equal to the rate of interest that will be charged on the Aco Demand Loan plus XXXXXXXXXX % as determined at the time of the Proposed Transactions; and (c) the shares will be redeemable at any time at the option of the holder or NewcoA for an amount equal to the aggregate redemption amount and any unpaid dividends, by NewcoA: (i) paying cash equal to the aggregate redemption amount and any unpaid dividends; (ii) assigning all or a portion of the Topco Demand LoanA with a principal amount and fair market value equal to the aggregate redemption amount of the shares so redeemed and paying cash equal to any unpaid dividends; or (iii) setting off amounts owing under the Aco Demand Loan having a principal amount and fair market value equal to the aggregate redemption amount of the NewcoA Preferred Shares so redeemed in circumstances where NewcoA has become the holder of the Aco Demand Loan, and paying cash equal to any unpaid dividends. ... The dividend rate will be equal to the rate of interest that will be charged on the Bco Demand Loan plus XXXXXXXXXX % as determined at the time of the Proposed Transactions. ... The dividend rate will be equal to the rate of interest that will be charged on the Cco Demand Loan plus XXXXXXXXXX % as determined at the time of the Proposed Transactions. ...