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On XXXXXXXXXX, Parent issued "XXXXXXXXXX " (the "Circular"). ... The Pubco Note is payable on demand and bears interest at a rate of XXXXXXXXXX % per annum. 38. ... These notes are payable on demand and bear interest at a rate of XXXXXXXXXX % per annum. 39. ...

The stated capital attributable to all of Pubco's shares is: (i) $ XXXXXXXXXX in respect of the issued and outstanding Class A Common Shares; and (ii) $ XXXXXXXXXX in respect of the issued and outstanding Class B Common Shares. 7. PUC attributable to Pubco's shares is at least: (i) $ XXXXXXXXXX in respect of the issued and outstanding Class A Common Shares; and (ii) $ XXXXXXXXXX in respect of the issued and outstanding Class B Common Shares. ... Pubco previously owned XXXXXXXXXX % of the issued and outstanding common shares of F Co. ...

The First Nation has previously received two favourable Advance Income Tax Rulings (document numbers 2005-0122141R3 and 2004-0089061R3) dated XXXXXXXXXX, 2005 and XXXXXXXXXX, 2004 respectively, confirming it is a public body performing a function of government and exempt from Part I tax on its taxable income pursuant to paragraph 149(1)(c) of the Act. 4. ... It is anticipated that the First Nation will have a XXXXXXXXXX % interest in the LP. 9. ... The remaining XXXXXXXXXX % of capital required to be contributed by the First Nation to fund its equity interest in the LP, will be contributed by the Corporation on behalf of the First Nation. ...

Opinion Provided that, at the Asset Transfer Time, Amalco-MFC is a "mutual fund corporation" and the Trust is a "mutual fund trust" for the purposes of the Act, that the fair market value of the Transferred Assets at the Asset Transfer Time is at least 90% of the fair market value of all property owned by Amalco-MFC at the Asset Transfer Time, and provided that the joint election referred to in paragraph (c) of the definition of "qualifying exchange" in subsection 132.2(1) of the July 18, 2005 Draft Amendments is filed in prescribed form within the time set forth in that paragraph, the Asset Transfer, as described in paragraph 40 hereof, will constitute a "qualifying exchange" within the meaning of subsection 132.2(1) of the July 18, 2005 Draft Amendments, such that the rules in subsections 132.2(3) and (4) of the July 18, 2005 Draft Amendments will apply to such transfer and to the transactions described in paragraphs 42 and 45 hereof. As a result of the application of subsections 132.2(3) and (4) of the July 18, 2005 Draft Amendments to the Asset Transfer and to the transactions described in paragraphs 42 and 45 hereof: (a) Amalco-MFC's proceeds of disposition of each particular property that is included in the Transferred Assets and the Trust's cost in respect of each such property will be determined under paragraph 132.2(4)(b) of the July 18, 2005 Draft Amendments to be the lesser of (i) the fair market value of the particular property at the Asset Transfer Time and (ii) the greatest of the cost amount to Amalco-MFC of the particular property at the Asset Transfer Time and the fair market value at the Asset Transfer Time of the consideration (other than Trust Units) received by Amalco-MFC for the particular property; (b) except as provided in paragraph 132.2(3)(m) of the July 18, 2005 Draft Amendments, Amalco-MFC's aggregate cost of the Trust Units received by it from the Trust as consideration for the Transferred Assets will be deemed under paragraph 132.2(3)(e) of the July 18, 2005 Draft Amendments to be nil; (c) Amalco-MFC's aggregate proceeds of disposition of the Trust Units distributed to the Trust pursuant to the redemptions described in paragraph 42 hereof will be deemed under paragraph 132.2(3)(f) of the July 18, 2005 Draft Amendments to be equal to the cost amount of the Trust Units to Amalco-MFC immediately before the distribution of the Trust Units to the Trust; (d) the proceeds of disposition to each Unitholder of the Amalco-MFC Class A Shares redeemed by Amalco-MFC in accordance with paragraph 42 hereof will be deemed under subparagraph 132.2(3)(g)(i) of the July 18, 2005 Draft Amendments to be equal to the cost amount to each Unitholder of the Amalco-MFC Class A Shares held by each respective Unitholder immediately before such redemption; (e) with respect to any Amalco-MFC Class A Share disposed of by a Unitholder in accordance with paragraph 42 hereof, pursuant to subsection 131(4) of the Act and subparagraph 132.2(3)(l)(i) of the July 18, 2005 Draft Amendments section 84 of the Act will not apply to deem a dividend to be paid by Amalco-MFC to such Unitholder, nor to deem such Unitholder to have received a dividend on the Amalco-MFC Class A Shares held by such Unitholder; (f) the proceeds of disposition to the Trust of the Amalco-MFC Class B Shares redeemed by Amalco-MFC in accordance with paragraph 42 hereof will be deemed under subparagraph 132.2(3)(g)(i) of the July 18, 2005 Draft Amendments to be equal to the cost amount to the Trust of the Amalco-MFC Class B Shares held by it immediately before such redemption; and (g) with respect to any Amalco-MFC Class B Share disposed of by the Trust in accordance with paragraph 42 hereof, pursuant to subsection 131(4) of the Act and subparagraph 132.2(3)(l)(i) of the July 18, 2005 Draft Amendments section 84 of the Act will not apply to deem a dividend to be paid by Amalco-MFC to the Trust, nor to deem the Trust to have received a dividend on the Amalco-MFC Class B Shares held by it. Yours truly, XXXXXXXXXX Section Manager For Division Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

No. 211 of 2003, the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2003 and The Investment Funds, Companies and Miscellaneous Act, 2005 (the "Regulations"). ... The Units will not have any voting rights (except the right, on written notice signed by Unitholders holding XXXXXXXXXX % of the Units of all of the Sub-Funds, to require the Manager to resign). ... Yours truly, for Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

En date des présentes, HOLDCO, dont le contrôle effectif (de jure) est détenu par PLACEMENTS B, détient la totalité des actions des catégories " A ", " F " et " H " du capital-actions de PORTCO. ... GESTIONA détient la totalité des actions des catégories " B " et " E " du capital-actions de PORTCO. ... Le capital-actions d'UPCO sera entre autres composé d'un nombre illimité d'actions sans valeur nominale des catégories " A " et " C ". ...

Loan 2 will bear interest at a rate of XXXXXXXXXX % which will not exceed what would be a reasonable commercial rate in these circumstances. ... If the Proposed Transactions were not undertaken, as at XXXXXXXXXX the balance of Lossco's non-capital loss carry-forward would be as follows: Fiscal XXXXXXXXXX: $ XXXXXXXXXX Fiscal XXXXXXXXXX: XXXXXXXXXX Fiscal XXXXXXXXXX: XXXXXXXXXX * Fiscal XXXXXXXXXX: XXXXXXXXXX * Total $ XXXXXXXXXX * estimate 5. ... Opco's income is expected to be approximately XXXXXXXXXX % allocable to XXXXXXXXXX, XXXXXXXXXX % to XXXXXXXXXX, XXXXXXXXXX % to XXXXXXXXXX % to each of XXXXXXXXXX with nominal allocations to the remaining provinces. ...

Paragraph 55(3.01)(c) problem that is supposed to be remedied by amendments contemplated in April 21, 2005 comfort letter. 3. ... X controls a number of taxable Canadian corporations that collectively hold approximately XXXXXXXXXX % of the issued and outstanding XXXXXXXXXX. ... The management of Lossco and Newco has concluded that the interest rate to be charged on the Newco Demand Notes will not exceed XXXXXXXXXX %. 28. ...

As indicated in a letter to you dated October 20, 2005, your file (2005-014035) was closed as a result of the moratorium on advance income tax rulings involving flow-through entities announced by the Minister of Finance on September 19, 2005. As per your request, your file has been re-activated, as file 2005-016057, in November 2005 when the moratorium was lifted. ... Any investor or group of investors that holds at least XXXXXXXXXX % of the units of the REIT will be entitled to appoint a member to the Board of Trustees of the REIT. ...

Holdco3 owns XXXXXXXXXX % of all the issued and outstanding common shares and XXXXXXXXXX preferred shares of Profitco. ... Class H preferred shares are non-voting, redeemable, entitled to a non-cumulative dividend of XXXXXXXXXX % per year and refundable in priority on Class A, B, C and D shares. 3. ... The allocation of the taxable income between XXXXXXXXXX and XXXXXXXXXX is XXXXXXXXXX % and XXXXXXXXXX %, respectively. ...