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No Unitholder will be entitled to consideration or proceeds of disposition in respect of his, her or its beneficial interest in the Trust as a result of the Proposed Transactions. 28. ...

The Trust will subscribe for one unit of Trust 2 for $XXXXXXXXXX consideration. ...

The XXXXXXXXXX Partnership will agree with XXXXXXXXXX 7.The XXXXXXXXXX Partnership will agree to prepare XXXXXXXXXX reports that may be reasonably required by XXXXXXXXXX The XXXXXXXXXX Partnership will agree to comply with XXXXXXXXXX XXXXXXXXXX 8.In consideration for providing the XXXXXXXXXX, the XXXXXXXXXX Partnership will be entitled to receive a fee (the "XXXXXXXXXX Fee"). ...

As sole consideration received as a result of the amalgamation, each of the shareholders of Holdco 1 will receive the same number and type of common shares of XXXXXXXXXX having a fair market value and paid-up capital immediately after the amalgamation equal to the fair market value and paid-up capital, respectively, of the shares of Holdco 1 which they owned immediately before the amalgamation. ...

In consideration of the management services provided by XXXXXXXXXX, the Funds pay management fees calculated as a percentage of the Net Asset Value of the Funds. ...

XXXXXXXXXX 971180 XXXXXXXXXX Attention: XXXXXXXXXX XXXXXXXXXX, 1997 Dear Sirs: Re: Advance Income Tax Ruling XXXXXXXXXX This is in reply to your letter of XXXXXXXXXX in which you requested us to confirm for the Applicants the rulings we provided in our letter of XXXXXXXXXX, 1997 identified as #964206 (the "Ruling Letter"), taking into consideration the latest version of the relevant agreements as well as various amendments to the description of the facts and proposed transactions in the Ruling Letter. ...

(v)In consideration for arranging for the distribution of the Redemption Fee Securities and paying the Selling Commissions, the Partnership will receive: (a) a "Distribution Fee", as described below, and (b) deferred sales charges paid by investors on the redemption of Distributed Securities to the Manager, in its capacity as manager of the XXXXXXXXXX 10.The "Distribution Fee" payable to the Partnership by the Manager will be a fee not exceeding XXXXXXXXXX% and not less than XXXXXXXXXX% of the value (the "Net Asset Value", as described below) of the Distributed Securities as at XXXXXXXXXX "Distributed Securities" means: (a) Redemption Fee Securities in respect of which a Selling Commission has been paid by the Partnership; (b) Redemption Fee Securities purchased upon the immediate reinvestment of proceeds of redemption or deemed redemption of Redemption Fee Securities described in (a); and (c) Securities issued upon the automatic reinvestment of distributions on Redemption Fee Securities described in (a) (the Redemption Fee Securities described in (c) are hereinafter referred to as "Reinvested Securities"). ...

(v)In consideration for arranging for the distribution of the Redemption Fee Securities and paying the Selling Commissions, the Partnership receives: (a) a "Distribution Fee", as described below, and (b) deferred sales charges paid by investors on the redemption of Distributed Securities to the Manager, in its capacity as manager of the XXXXXXXXXX. ...

Thereafter Amalco will transfer, at fair market value, certain properties to New XXXXXXXXXX, being the XXXXXXXXXX As sole consideration for these transferred properties, New XXXXXXXXXX will issue to Amalco XXXXXXXXXX Class XXXXXXXXXX Preferred shares out of its treasury, each such share having a redemption price equal to XXXXXXXXXX of the aggregate fair market values of the transferred properties. ...

Les garanties prévues en vertu de la convention décrite au paragraphe 16 ci-dessus constitueront une considération autre qu'en action pour les fins du paragraphe 85(1) de la Loi. ...