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We also acknowledge receipt of additional information you provided to us in your letters dated XXXXXXXXXX as well as additional information you provided to us during various telephone conversations (XXXXXXXXXX) in connection with your ruling request. ... We understand that to the best of your knowledge and that of the taxpayers involved, none of the issues involved in this ruling: (i) is in an earlier return of the taxpayer(s) or a related person; (ii) is being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayer(s) or a related person; (iii) is under objection by the taxpayer(s) or a related person; (iv) is before the courts or, if a judgement has been issued, the time limit for appeal to a higher court has expired; and (v) is the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... COMMENTS Nothing in this ruling should be construed as implying that the CRA has agreed to, reviewed or has made any determination in respect of: (a) the FMV or ACB of any property or the PUC of any shares referred to herein; (b) the amount of the CDA and the amount available to Amalco as a deduction for gifts under paragraph 110.1(1)(a) referred to herein; (c) any other tax consequence relating to the facts, Proposed Transactions described herein other than those specifically described in the rulings given above or any transaction or event taking place either prior to the Proposed Transactions or subsequent to the Proposed Transactions, whether described in this letter or not, other than those specifically described in the rulings given above, including whether any of the Proposed Transactions would also be included in a series of transactions or events that include other transactions or events that are not described in this letter; and, An invoice for our fees in connection with this ruling request will be forwarded to you under separate cover. ...

We also acknowledge additional information you provided to us during various telephone conversations (XXXXXXXXXX) and the various correspondence received in connection with your ruling request. We understand that, to the best of your knowledge and that of XXXXXXXXXX, none of the issues involved in this ruling request are: (i) dealt with in an earlier return of XXXXXXXXXX or a related person; (ii) being considered by a tax services office or a taxation centre in connection with a previously filed tax return of XXXXXXXXXX or a related person; (iii) under objection by XXXXXXXXXX or a related person; (iv) before the courts, or if a judgment has been issued, the time limit for appeal to a higher court has expired, nor (v) the subject of a previous ruling issued to XXXXXXXXXX or a related person by the Income Tax Rulings Directorate. ... The Company shall pay all brokerage fees and commissions arising in connection with the purchase of Shares by the Broker. ...

To the best of your knowledge and that of the taxpayers involved, none of the issues involved with this request: (i) is involved in an earlier return of the taxpayers or a related person; (ii) is being considered by a tax services office or a taxation centre in connection with a tax return already filed by the taxpayers or a related person; (iii) is under objection; or (iv) is before the courts or, if a judgement has been issued, the time limit for appeal has not expired. ... le Markten); (g) "FMSA" means the Financial Markets Supervision Act of the Netherlands; (h) "Information Memorandum" means the information memorandum in relation to the multi-client structure of the Manager as amended from time to time; (i) "Manager" means XXXXXXXXXX.; (j) "Net Asset Value" means the balance expressed in Euro of the intrinsic value of the Pool Assets and the Pool Obligations determined by, or on behalf of, the Manager from time to time in accordance with a valuation manual comprising the methods for valuation as described in the Information Memorandum; (k) "Net Proceeds" means the total amount, net of all taxes and fees, management fee and other costs and expenses to be borne by the Pool, of distributions from entities in which the Pool invests, proceeds from divestments of such entities, and all other proceeds and receipts of the Pool, available for distribution to the Participants after payment of, or making reasonable reservation for, any obligations and operating expenses of the Pool; (l) "Participant" of the Pool means a Dutch pension fund which will hold one or more Participations in the Pool; (m) "Participation" in the Pool means a right of ownership evidenced by the inscription of the Participant's name in the Register of Participations, representing the holder's proportionate (i) co-ownership interest in the assets comprising the Pool and gross income from such assets and (ii) share of the liabilities attributable to such assets; (n) "Pool" means XXXXXXXXXX; (o) "Pool Assets" means the assets of the Pool held by the Depositary (or by the Manager in the name of and on behalf of the Depositary) in its own name for the account and risk of the Participants in connection with the Pool; (p) "Pool Obligations" means the obligations assumed and/or incurred by the Depositary (or the Manager in the name of and on behalf of the Depositary) in its own name for the account and risk of the Participants and any obligations assumed and/or incurred in accordance with the Terms and Conditions; (q) "Proposed Transactions" means the transactions described in paragraphs 20 to 49 hereof which appear under the heading "Proposed Transactions"; (r) "qualified investors" has the meaning of that term described in section 1.1 of the FMSA; (s) "Redemption Charge" means a charge payable to the Pool determined and confirmed by the Manager equal to the total amount of transaction costs and any other costs and fees involved with the redemption of Participations; (t) "Regulations" means the Income Tax Regulations, C.R.C. 1977, c. 945, as amended. ... The Depositary will have no other material duties in connection with the Pool. 36. ...

To the best of your knowledge and that of the taxpayers involved, none of the issues involved with this request: (i) is involved in an earlier return of the taxpayers or a related person; (ii) is being considered by a tax services office or a taxation centre in connection with a tax return already filed by the taxpayers or a related person; (iii) is under objection; or (iv) is before the courts or, if a judgement has been issued, the time limit for appeal has not expired. ... le Markten); (g) "FMSA" means the Financial Markets Supervision Act of the Netherlands; (h) "Information Memorandum" means the information memorandum in relation to the multi-client structure of the Manager as amended from time to time; (i) "Manager" means XXXXXXXXXX (j) "Net Asset Value" means the balance expressed in Euro of the intrinsic value of the Pool Assets and the Pool Obligations determined by, or on behalf of, the Manager from time to time in accordance with a valuation manual comprising the methods for valuation as described in the Information Memorandum; (k) "Net Proceeds" means the total amount, net of all taxes and fees, management fee and other costs and expenses to be borne by the Pool, of distributions from entities in which the Pool invests, proceeds from divestments of such entities, and all other proceeds and receipts of the Pool, available for distribution to the Participants after payment of, or making reasonable reservation for, any obligations and operating expenses of the Pool; (l) "Participant" of the Pool means a Dutch pension fund which will hold one or more Participations in the Pool; (m) "Participation" in the Pool means a right of ownership evidenced by the inscription of the Participant's name in the Register of Participations, representing the holder's proportionate (i) co-ownership interest in the assets comprising the Pool and gross income from such assets and (ii) share of the liabilities attributable to such assets; (n) "Pool" means XXXXXXXXXX; (o) "Pool Assets" means the assets of the Pool held by the Depositary (or by the Manager in the name of and on behalf of the Depositary) in its own name for the account and risk of the Participants in connection with the Pool; (p) "Pool Obligations" means the obligations assumed and/or incurred by the Depositary (or the Manager in the name of and on behalf of the Depositary) in its own name for the account and risk of the Participants and any obligations assumed and/or incurred in accordance with the Terms and Conditions; (q) "Proposed Transactions" means the transactions described in paragraphs 20 to 49 hereof which appear under the heading "Proposed Transactions"; (r) "qualified investors" has the meaning of that term described in section 1.1 of the FMSA; (s) "Redemption Charge" means a charge payable to the Pool determined and confirmed by the Manager equal to the total amount of transaction costs and any other costs and fees involved with the redemption of Participations; (t) "Regulations" means the Income Tax Regulations, C.R.C. 1977, c. 945, as amended. ... The Depositary will have no other material duties in connection with the Pool. 36. ...

To the best of your knowledge and that of the taxpayers involved, none of the issues involved with this request: (i) is involved in an earlier return of the taxpayers or a related person; (ii) is being considered by a tax services office or a taxation centre in connection with a tax return already filed by the taxpayers or a related person; (iii) is under objection; or (iv) is before the courts or, if a judgement has been issued, the time limit for appeal has not expired. ... le Markten); (g) "FMSA" means the Financial Markets Supervision Act of the Netherlands; (h) "Information Memorandum" means the information memorandum in relation to the multi-client structure of the Manager as amended from time to time; (i) "Manager" means XXXXXXXXXX (j) "Net Asset Value" means the balance expressed in Euro of the intrinsic value of the Pool Assets and the Pool Obligations determined by, or on behalf of, the Manager from time to time in accordance with a valuation manual comprising the methods for valuation as described in the Information Memorandum; (k) "Net Proceeds" means the total amount, net of all taxes and fees, management fee and other costs and expenses to be borne by the Pool, of distributions from entities in which the Pool invests, proceeds from divestments of such entities, and all other proceeds and receipts of the Pool, available for distribution to the Participants after payment of, or making reasonable reservation for, any obligations and operating expenses of the Pool; (l) "Participant" of the Pool means a Dutch pension fund which will hold one or more Participations in the Pool; (m) "Participation" in the Pool means a right of ownership evidenced by the inscription of the Participant's name in the Register of Participations, representing the holder's proportionate (i) co-ownership interest in the assets comprising the Pool and gross income from such assets and (ii) share of the liabilities attributable to such assets; (n) "Pool" means XXXXXXXXXX (o) "Pool Assets" means the assets of the Pool held by the Depositary (or by the Manager in the name of and on behalf of the Depositary) in its own name for the account and risk of the Participants in connection with the Pool; (p) "Pool Obligations" means the obligations assumed and/or incurred by the Depositary (or the Manager in the name of and on behalf of the Depositary) in its own name for the account and risk of the Participants and any obligations assumed and/or incurred in accordance with the Terms and Conditions; (q) "Proposed Transactions" means the transactions described in paragraphs 20 to 49 hereof which appear under the heading "Proposed Transactions"; (r) "qualified investors" has the meaning of that term described in section 1.1 of the FMSA; (s) "Redemption Charge" means a charge payable to the Pool determined and confirmed by the Manager equal to the total amount of transaction costs and any other costs and fees involved with the redemption of Participations; (t) "Regulations" means the Income Tax Regulations, C.R.C. 1977, c. 945, as amended. ... The Depositary will have no other material duties in connection with the Pool. 36. ...

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. ...