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To the best of your knowledge and that of the taxpayers named above, none of the proposed transactions and/or issues involved in this advance income tax ruling are the same as or substantially similar to transactions and/or issues that are: a) in a previously filed tax return of the taxpayers or a related person; b) being considered by a tax services office or tax centre in connection with a previously filed tax return of the taxpayers or a related person; c) under objection by the taxpayers or a related person; d) the subject of a current or completed court process involving the taxpayers or a related person; or e) the subject of an advance income tax ruling previously considered by the Income Tax Rulings Directorate. ... Dco owns a XXXXXXXXXX% XXXXXXXXXX in respect of Property 3 which was retained by (granted to) Dco in connection with the transfer of XXXXXXXXXX% of Property 3 by Dco to Aco. 14. ... There are a number of net smelter returns that exist in respect of Property 4 (as detailed in Appendix E), each of which was retained by (granted to) an owner of an interest in Property 4 in connection with a transfer of an interest in Property 4. ...

We understand that, to the best of your knowledge, and that of the taxpayers involved, none of the issues described herein is: (i) in an earlier return of the above-named individual, partnership or a related person; (ii) being considered by a Tax Services Office or Taxation Centre in connection with a previously filed return of the above-named individual, partnership or a related person; (iii) the subject of any notice of objection; (iv) before the courts or, if a judgment has been issued, the time limit for appeal has not expired; or (v) the subject of a ruling previously issued by the Income Tax Rulings Directorate of the Canada Revenue Agency. ... Unless otherwise stated, every reference herein to a part, section, subsection, paragraph or subparagraph is a reference to the relevant provision of the Act; (b) "Administrative Responsibilities" means all of the administrative responsibilities that are, and will continue to be, carried out by the Partners to carry on the Practice, which include, among other things: (i) promoting, and contributing to the growth of, the Practice, (ii) conducting management functions, (iii) educating Professionals and staff, (iv) enhancing the Partnership's profile, (v) recruitment and (vi) referrals; (c) XXXXXXXXXX; (d) "associated" when used in connection with a Professional Corporation or Contracting Company has the meaning described in subsection 256(1) of the Act; (e) "Canadian-controlled private corporation" or "CCPC" has the meaning assigned by subsection 125(7) of the Act; (f) "City" means the City of XXXXXXXXXX; (g) "College" means the XXXXXXXXXX of the Province; (h) "Contracting Company" means each Professional Corporation that will be incorporated as permitted under the laws of the Province (and as described in Paragraph 9) for the benefit of an existing Principal and that will be engaged by the Partnership to provide Professional Services (as more particularly described in Paragraphs 8 and 10) and, collectively, they are referred to as "Contracting Companies"; (i) "Corporations Act" means XXXXXXXXXX; (j) "CRA" means the Canada Revenue Agency; (k) XXXXXXXXXX; (l) "Electing Partners" means those Partners who elect to provide Professional Services to the Partnership through a Contracting Company, as more particularly described in Paragraphs 8 and 10; (m) "Fiscal Year" means the fiscal year of the Partnership, being XXXXXXXXXX; (n) XXXXXXXXXX; (o) "XXXXXXXXXX Fee" means the fee described in Paragraph 26; (p) "XXXXXXXXXX Services" means those services described in Paragraph 25; (q) "Issued Units" means the number of units of the Partnership that are currently outstanding; (r) "XXXXXXXXXX Act" means XXXXXXXXXX; (s) "Non Electing Partners" means those Partners who do not elect to provide Professional Services to the Partnership through a Contracting Company but rather continue to provide such Professional Services as a Partner of the Partnership; (t) "Partners" means the Professionals and Professional Corporations who are currently partners of the Partnership; (u) "Partnership" means the partnership which currently carries on the Practice under the firm name and style of "XXXXXXXXXX", a registered partnership pursuant to the laws of the Province; (v) "Partnership Agreement" means the partnership agreement entered into among the Partners, as more particularly described in Paragraph 5; (w) "personal services business" has the meaning assigned by subsection 125(7) of the Act; (x) "Practice" means the services currently provided by the Partnership being: (i) the provision of Professional Services at various locations (including the XXXXXXXXXX) within the Province; and (ii) the provision of teaching resources as may be requested from time to time; and also includes the Administrative Responsibilities conducted by the Partners that are necessary to carry on the professional practice; (y) "Principals" means (i) those individuals who are Partners as of the date hereof; and (ii) those individuals who are controlling shareholders of Professional Corporations that are Partners as of the date hereof, and "Principal" means any one of them; (z) "Professional" means an individual XXXXXXXXXX; (aa) "Professional Corporation" means a corporation that is incorporated under the laws of the Province XXXXXXXXXX; (bb) "Professional Services" means the professional services of XXXXXXXXXX; (cc) "Province" means the Province of XXXXXXXXXX; (dd) XXXXXXXXXX; (ee) XXXXXXXXXX; (ff) "related persons" has the meaning assigned by subsection 251(2) of the Act; (gg) "specified partnership income" has the meaning assigned by subsection 125(7) of the Act; (hh) "Services Agreement" means the Services Agreement to be entered into between the Partnership and each Contracting Company, as more particularly described in Paragraph 13; (ii) "taxable Canadian corporation" or "TCC" has the meaning assigned by subsection 89(1) of the Act; (jj) "XXXXXXXXXX Partnership" means a limited partnership that is to be established and registered pursuant to the laws of the Province, which will provide certain XXXXXXXXXX services to the Partnership on a "fee for service" basis, all as described in Paragraphs 24 to 26; FACTS 1. ... The XXXXXXXXXX Partnership will enter into a XXXXXXXXXX services agreement with the Partnership whereby the XXXXXXXXXX Partnership will provide all XXXXXXXXXX services (the "XXXXXXXXXX Services") required by the Partnership in connection with the Practice. ...

We understand that to the best of your knowledge, and that of the Taxpayers, none of the issues considered in this advance income tax ruling request are: in an earlier return of the Taxpayers or related persons; (i) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the Taxpayers or persons related to them; (ii) under objection by the Taxpayers or related persons; (iii) before the courts; or (iv) the subject of a ruling previously issued by the Directorate to the Taxpayers or related persons. ... MFC, Holdco 1 and Holdco 2 (each referred to as a "predecessor corporation" for the purposes of this paragraph) will undertake the MFC Amalgamation to form Amalco MFC in such a manner that: a) in accordance with the provisions of the First Act, the articles of amalgamation of Amalco MFC will be the same as the articles of incorporation of MFC, and Amalco MFC will not issue any securities in connection with the MFC Amalgamation. b) all of the liabilities (except any amounts payable to any predecessor corporation) of the predecessor corporations immediately before the MFC Amalgamation will become liabilities of Amalco MFC by virtue of the MFC Amalgamation; c) all of the Notes and Common shares of Holdco 1 held by MFC immediately prior to the MFC Amalgamation will be cancelled by virtue of the MFC Amalgamation without any payment; d) all of the property (except any amounts receivable from any predecessor corporation or shares of the capital stock of any predecessor corporation) of the predecessor corporations held immediately before the amalgamation will become property of Amalco MFC by virtue of the MFC Amalgamation; e) all of the shares of Holdco 2 held by Holdco 1 immediately prior to the MFC Amalgamation will be cancelled by virtue of the MFC Amalgamation without any payment; and f) from the time of the MFC Amalgamation, Amalco MFC will not have any activity or undertaking other than the ownership of LP Units formerly owned by Holdco 1 and Holdco 2 and the cash formerly owned by MFC. 20. ... Unitholders will not be entitled to any proceeds of disposition as a result of these changes and the Trust Units will not be acquired, redeemed or cancelled in connection with the changes. ...

We understand that, to the best of your knowledge, and that of the taxpayers involved, none of the issues described herein is: (i) in an earlier return of the Partnership, any of the Partners or a related person; (ii) being considered by a Tax Services Office or Taxation Centre in connection with a previously filed return of the Partnership, any of the Partners or a related person; (iii) the subject of any notice of objection; (iv) before the courts or, if a judgment has been issued, the time limit for appeal has not expired; or (v) the subject of a previously issued ruling. Our understanding of the facts, proposed transactions and the purpose of the proposed transactions is as follows: DEFINITIONS In this letter, unless otherwise expressly stated: (a) "Act" means the Income Tax Act (Canada), R.S.C. 1985 (5th Supplement), c.1, as amended to the date hereof; (b) "Administrative Responsibilities" means all of the administrative responsibilities that are, and will continue to be, carried out by the Partners to carry on the Practice, which include, among other things (i) finding new business and new clients for the Partnership, (ii) maintaining a principal connection with clients of the Partnership and delegating work to other XXXXXXXXXX or Contracting Companies, (iii) maintaining a direct and material relationship with clients of the Partnership, (iv) XXXXXXXXXX, (v) XXXXXXXXXX, (vi) building client service teams, (vii) practising efficiently, (viii) developing new areas of expertise, (ix) promoting, and contributing to the growth of, the Practice, (x) conducting management functions, (xi) educating Professionals and staff, (xii) enhancing the Partnership's profile, and (xiii) collecting accounts from the Partnerships' clients with which a Partner has a direct and material relationship; (c) "associated" when used in connection with a Professional Corporation or Contracting Company has the meaning described in subsection 256(1) of the Act; (d) XXXXXXXXXX; (e) "Canadian-controlled private corporation" or "CCPC" has the meaning assigned by subsection 125(7) of the Act; (f) "City" means the City of XXXXXXXXXX; (g) "common-law partner" has the meaning assigned by subsection 248(1) of the Act; (h) "Contracting Company" means each Professional Corporation that will be incorporated as permitted under the laws of the Province (and as described in Paragraph 9) for the benefit of an existing Principal and that will be engaged by the Partnership to provide Professional Services and collectively, they are referred to as "Contracting Companies"; (i) "Corporations Act" means The Corporations Act XXXXXXXXXX; (j) "CRA" means the Canada Revenue Agency; (k) "Electing Partners" means those Partners who elect to provide Professional Services to the Partnership through a Contracting Company, as more particularly described in Paragraphs 9 and 10; (l) "Executive Board" shall mean the executive board of the Partnership, as more particularly described in Subparagraphs 4(p) and (q); (m) "Extraordinary Majority" means a majority, of those Partners present in person or represented by proxy at a meeting, of over XXXXXXXXXX% in number who also hold over XXXXXXXXXX% of the Issued Units; (n) "Fiscal Year" means the fiscal year of the Partnership for accounting purposes, being XXXXXXXXXX; (o) "Issued Units" refers to a XXXXXXXXXX used by the Partnership and more fully described in Subparagraphs 4(b) to (f); (p) XXXXXXXXXX; (q) XXXXXXXXXX; (r) XXXXXXXXXX; (s) "Limited Liability Partnership" means a partnership formed pursuant to the Partnership Act and registered under the XXXXXXXXXX as a limited liability partnership; (t) "XXXXXXXXXX Partnership" means XXXXXXXXXX, a limited partnership that was formed pursuant to the Partnership Act; (u) "Managing Partner" means the managing partner of the Partnership; (v) "Named Partner" means XXXXXXXXXX, which is a Partner. ...

To the best of your knowledge and that of your client, none of the issues involved in the ruling request is: in an earlier return of your client or a related person, being considered by a tax services office or taxation center in connection with a previously filed tax return of your client or a related person, under objection by your client or a related person, before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has not expired, or the subject of a ruling previously considered by the Directorate in respect of your client or a related person. ... In connection therewith and in accordance with applicable securities legislation, the Fund will mail to its unitholders a management information circular describing the proposed transactions in respect of which approval is being sought. ... Pursuant to the amalgamation agreement, the articles of amalgamation of Amalco MFC will be the same as the articles of Newco, and Amalco MFC will not issue any securities in connection with the amalgamation. ...

To the best of your knowledge and that of the taxpayers involved, none of the issues contained in this ruling request are: (i) dealt with in an earlier return of the taxpayers or a related person; (ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayer or a related person; (iii) under objection by the taxpayer or a related person; (iv) subject to a ruling previously issued by the Income Tax Rulings Directorate; or (v) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has not expired. ... All costs, expenses and obligations relating to the Development or in connection with any business carried on are payable by Canco (except for certain costs and expenses specifically excluded in the Ground Lease). ... All costs, expenses and obligations relating to the Land and the Development or in connection with any business carried on are payable by the Trust (except for certain costs and expenses specifically excluded in the Headsublease). ...

You have advised us that to the best of your knowledge and that of the taxpayer involved none of the issues involved in this ruling request are: (i) in an earlier return of the taxpayer or any related person; (ii) being considered by a tax services office (TSO) or taxation centre (TC) in connection with a previously filed tax return by the taxpayer or any related person; (iii) under objection by the taxpayers or any related person; (iv) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired; or (v) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... In connection with Sibling2's decision to retire from DC in XXXXXXXXXX, as described in Paragraph 5, DC, Sibling2 and Sibling1 also entered into an agreement on XXXXXXXXXX (the "Class C Redemption Agreement"). ... To date XXXXXXXXXX Class C Shares owned by Sibling2 have been transferred to Holdco and redeemed by DC pursuant to the Class C Redemption Agreement as follows: DC's Taxation Year # of Class C Shares Redeemed XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX Subtotal XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX Total XXXXXXXXXX None of the above-described redemptions of Class C Shares have taken place in contemplation of, or in connection with, the Proposed Transactions. ...

You advise that to the best of your knowledge, none of the issues involved in the ruling request is being considered by a Tax Services Office or a Taxation Centre in connection with a tax return already filed and none of the issues is under objection or appeal. ... As well, XXXXXXXXXX will grant to XXXXXXXXXX an additional blanket mortgage (the "Blanket Mortgage") in respect of XXXXXXXXXX interest in the DPS Properties and the Remaining Properties in order to secure all of XXXXXXXXXX indebtedness, liabilities and obligations to XXXXXXXXXX that currently exist or that may arise from time to time, including: a)all existing mortgage facilities provided by XXXXXXXXXX to XXXXXXXXXX so that the existing mortgage facilities are cross-collateralized; and b) all indebtedness, liabilities and obligations of XXXXXXXXXX arising out of, or in connection with, the proposed transactions described herein. 26.XXXXXXXXXX will incorporate a subsidiary under the XXXXXXXXXX ("Subco") and will own XXXXXXXXXX% of the Common Shares (as defined in paragraph 28). ... The articles of Subco and the Unanimous Shareholder Agreement will provide, inter alia, that without the unanimous approval of the shareholders of Subco: (a) no transfer or encumbrance of the Common Shares will be effective; (b) no additional shares of Subco will be issued; (c) no transfer or encumbrance of the assets of Subco will be effective; and (d) other than as contemplated herein, Subco will not carry on any activities, engage in any business transaction, incur any indebtedness, create any security over its assets, give any guarantee, amalgamate, merge or consolidate, declare or pay any dividend or purchase or redeem any of its shares. 38.XXXXXXXXXX will enter into an agreement with XXXXXXXXXX (the "Share Pledge Agreement) pursuant to which XXXXXXXXXX will pledge the Common Shares to XXXXXXXXXX as security for all debts and obligations of XXXXXXXXXX to XXXXXXXXXX including the indemnity obligations described in paragraph 35 and the Share Put Agreement obligations described in paragraph 41. 39.XXXXXXXXXX will jointly and severally guarantee the obligations of XXXXXXXXXX with respect to the Remaining Properties, the DPS Loans and the obligation of XXXXXXXXXX arising out of, or in connection with the proposed transactions described herein. ...

You advised that to the best of your knowledge and that of the above-noted partnership and corporations: (a)none of the issues involved in the requested rulings is being considered by an office of Revenue Canada in connection with a tax return already filed; and (b)none of the issues involved in the requested rulings is the subject of any notice of objection or is under appeal. ... XXXXXXXXXX The Manager is the manager and administrator of the Funds and has been retained to provide all the necessary management and administrative services required to operate the business of each of the Funds, including services in connection with the distribution of units or shares of the Funds. ... The Partnership will provide the following services to the Manager and the Funds, together with such other services as may from time to time be requested by the Manager in connection with the arrangements necessary to distribute Distributed Securities: (a) making all necessary arrangements for the distribution of the Distributed Securities through registered dealers approved by the Manager, including XXXXXXXXXX (b) paying: XXXXXXXXXX (c) paying the applicable Redemption Charges upon receipt of notice from the Manager of the redemption of securities of: XXXXXXXXXX if such securities are redeemed for the purpose of immediate reinvestment in Distributed Securities of one or more of the Funds; XXXXXXXXXX (d) maintaining proper and adequate business records of its operations, including payments to registered dealers; (e) providing confirmation to the Manager and the Funds when requested as to the due and timely payment of Selling Expenses and Redemption Charges; (f) providing a financial report to the Manager at least monthly indicating the funding available to the Partnership to pay Selling Expenses and Redemption Charges; and (g) advising the Manager promptly of any dispute arising between the Partnership and any registered dealer as to the payment of Selling Expenses or otherwise. 17.The Manager will advise the Partnership from time to time of its estimate of the amount required by the Partnership to pay Selling Expenses during the distribution period. ...

You advise that to the best of your knowledge and that of the taxpayers listed above, none of the issues involved in the ruling request has been considered by a taxation services office or a taxation centre in connection with a tax return already filed, and none of the issues involved in the ruling request is the subject of any notice of objection or is under appeal. ... The Shares will be issued for $XXXXXXXXXX per share. 49.Subco will use the proceeds of the subscription referred to in paragraph 48 above, to repay the Daylight Loan owed to each Lender. 50.XXXXXXXXXX will enter into an agreement that will provide as long as the Shares are outstanding XXXXXXXXXX will make monthly cash distributions in advance to XXXXXXXXXX, in respect of XXXXXXXXXX earnings, equal to the estimated amount necessary for XXXXXXXXXX to make contributions of capital to Subco to meet Subco's required dividend payments on the Shares and pay any fees and expenses as noted in paragraph 51 below. 51.To the extent that the estimated amounts referred to in paragraph 50 above are funded by cash distributions from XXXXXXXXXX to XXXXXXXXXX will direct XXXXXXXXXX to pay such amounts directly to Subco as contributions of capital to provide Subco with sufficient funds to meet Subco's required dividend payments on the Shares, and any fees and expenses incurred by Subco in connection with the transactions described above. ... Additional debt for this purpose shall not include debt used for the purpose of expanding the business of XXXXXXXXXX; iv. reasonable capital expenditures or payments on capital account incurred in the normal and ordinary course of the existing business of XXXXXXXXXX (for example those capital expenditures referred to in paragraph 28 above) and repayments of additional debt incurred for the specific purpose of making such capital expenditures or payments on capital account; v.repayments of additional debt incurred for the specific purpose of enabling Subco to purchase the Shares or to pay dividends on the Shares or to reduce the capital of the Shares; and vi.costs incurred in connection with the issuance of the Shares. ...