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(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. ...

DC1 will hold the XXXXXXXXXX % undivided interest in Property2, Property3, Property4 and the Subco shares, if any, received by it from DC2 as capital property. 16. Contemporaneously with the transfer of property described in paragraph 15 above, DC3 will transfer to DC1 at fair market value all of its properties, including its XXXXXXXXXX % undivided interest in each of Property1, Property2 and Property3. ...

The approximate FMV of the assets of DC on XXXXXXXXXX are as follows: Assets FMV ($) Cash XXXXX Cash surrender value of life insurance policy XXXXX Marketable Securities XXXXX Total XXXXX The approximate FMV of the liabilities of DC on XXXXXXXXXX are as follows: Liabilities FMV ($) Taxes payable XXXXX Shareholder Loan XXXXX Total XXXXX PROPOSED TRANSACTIONS The Proposed Transactions will occur in the order presented unless otherwise indicated, with the exception of filing the applicable election forms, which will be filed within the applicable due dates, unless otherwise indicated, following the completion of the Proposed Transactions. ...

. / Canco6, representing XXXXXXXXXX% of the issued and outstanding share capital of the company; iii. XXXXXXXXXX Class A voting preferred shares of XXXXXXXXXX / Canco3 with a redemption value of $XXXXXXXXXX per share or $XXXXXXXXXX in aggregate; iv. ...

2002 Ruling 2002-0140733- XXXXXXXXXX- Sequential Butterfly Unedited CRA Tags 55(3)(b) 88(1) & (2) Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CCRA. ... The holders of the BF Subco Class A Special Shares shall be entitled to receive, as and when declared from time to time by the board of directors, dividends not exceeding an amount equal to XXXXXXXXXX % per annum calculated on the aggregate BF Subco Class A Redemption Amount. ... As a result, ChildA1 will own shares carrying more than XXXXXXXXXX % of the total votes attaching to all outstanding shares of ChildA1Co. ...

Principal Issues: (i) Can we rule that a particular royalty, relating to XXXXXXXXXX in Canada, will constitute a "XXXXXXXXXX "? ... As outlined in more detail in Ruling 2, Y Co. acquired its working interest in the Project on XXXXXXXXXX pursuant to an arrangement whereby A Co. sold to Y Co. its XXXXXXXXXX% undivided working interest in the Project ("Working Interest 2") reserving a XXXXXXXXXX % net profit interest (the royalty so reserved being "Royalty 2"). ... The Purchase and Sale Agreement closed on XXXXXXXXXX with the base purchase price being adjusted and allocated as follows: New Trust Ordinary Units $ XXXXXXXXXX New Trust Series 1 Special Units XXXXXXXXXX New Trust Debt XXXXXXXXXX C Co. shares XXXXXXXXXX Option XXXXXXXXXX $XXXXXXXXXX Pursuant to the Purchase and Sale Agreement, there may be further adjustments to the purchase price in the XXXXXXXXXX day period following the closing of that agreement. 31. ...