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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. ...

Definitions Non-Statutory Terms In this letter unless otherwise expressly stated: (a) "XXXXXXXXXX Transactions" means the closing under the XXXXXXXXXX Agreement, the execution of the XXXXXXXXXX Agreement and the XXXXXXXXXX Agreement and any ancillary transactions; (b) "XXXXXXXXXX Agreement" means an agreement, which bears the date of XXXXXXXXXX, among XXXXXXXXXX, as amended; (c) "Dissent Rights" means the rights of holders of XXXXXXXXXX Common Shares to dissent with respect to the Plan of Arrangement, as described in XXXXXXXXXX; (d) "Dissent Compensation" means the amount and value of the consideration to which a Dissenting Shareholder is entitled as a result of having exercised Dissent Rights, as determined in accordance with XXXXXXXXXX; (e) "Dissenting Shareholder" means any holder of XXXXXXXXXX Common Shares who has the statutory right to vote on the Plan of Arrangement and the opportunity to dissent pursuant toXXXXXXXXXX and exercises such Dissent Rights; (f) "Effective Date" means the effective date of the Plan of Arrangement; (g) "XXXXXXXXXX Business" means the business of XXXXXXXXXX, or any portion of such business; (h) "XXXXXXXXXX Shares" means shares of XXXXXXXXXX which are expected to have the following terms and conditions: XXXXXXXXXX XXXXXXXXXX (i) "FMV" means fair market value, being that amount at which property would be transferred by a willing buyer to a willing seller, in an open and unrestricted market, between informed parties under no compulsion to act; (j) XXXXXXXXXX (k) XXXXXXXXXX (l) XXXXXXXXXX (m) "Paragraph" refers to a numbered paragraph in this letter; (n) "Participant" means each holder of XXXXXXXXXX Common Shares, other than a Dissenting Shareholder; (o) "Plan of Arrangement" means a plan of arrangement pursuant to XXXXXXXXXX to effect the acquisition of XXXXXXXXXX Common Shares by XXXXXXXXXX; (p) "Proposed Transactions" means the transactions described in Paragraphs 19, 20 and 21; (q) "XXXXXXXXXX Agreement" means an agreement, which bears the date of XXXXXXXXXX; (r) "XXXXXXXXXX Agreement" means an agreement, which bears the date of XXXXXXXXXX; (s) XXXXXXXXXX; (t) "XXXXXXXXXX Common Shares" means common shares in the capital of XXXXXXXXXX; (u) "XXXXXXXXXX Debenture" means a Senior Subordinated Debenture, with a principal amount of $XXXXXXXXXX, which was issued by XXXXXXXXXX, pursuant to the XXXXXXXXXX Agreement; (v) "Partnership" means XXXXXXXXXX; (w) XXXXXXXXXX; (x) XXXXXXXXXX; (y) XXXXXXXXXX; (z) XXXXXXXXXX; (aa) XXXXXXXXXX; (bb) "XXXXXXXXXX GAAP" means generally accepted accounting principles in effect XXXXXXXXXX, from time to time; (cc) XXXXXXXXXX; (dd) XXXXXXXXXX; (ee) XXXXXXXXXX; Statutory Terms In this letter unless otherwise expressly stated: (a) "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; (b) XXXXXXXXXX; (c) "ACB" means adjusted cost base as defined in section 54 and subsection 248(1); (d) "affiliated person" has the meaning assigned by subsection 251.1(1); (e) "agreed amount" has the meaning assigned by subsection 85(1); (f) "Canadian partnership" has the meaning assigned by subsection 102(1); (g) XXXXXXXXXX; (h) "capital property" has the meaning assigned by section 54; (i) "depreciable property" has the meaning assigned by subsection 248(1); (j) "eligible property" has the meaning assigned by subsection 85(1.1); (k) XXXXXXXXXX; (l) "prescribed stock exchange in Canada" has the meaning assigned by Regulation 3200; (m) XXXXXXXXXX; (n) "private corporation" has the meaning assigned in subsection 89(1); (o) "proceeds of disposition" has the meaning assigned by section 54; (p) "public corporation" has the meaning assigned in subsection 89(1); (q) "PUC" means paid-up capital as defined in subsection 89(1); (r) "Regulations" means the Income Tax Regulations (Canada); (s) "related person" has the meaning assigned in subsection 251(2); (t) "replacement property" has the meaning assigned in subsection 44(5); (u) "safe income" means income earned or realized by a corporation within the meaning of paragraph 55(5)(b); (v) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (w) "taxable dividend" has the meaning assigned by subsection 89(1). ...

XXXXXXXXXX will subscribe for a nominal amount of common shares of Newco for nominal cash consideration. ...

The shareholders of the Purchaser will not constitute a group of persons described in subclause 88(1)(c)(vi)(B)(II) on the assumption that, in applying that provision, the subsidiary is XXXXXXXXXX and the parent is the Purchaser. 21.1 The Purchaser will acquire, for cash consideration, all of the issued and outstanding shares of XXXXXXXXXX (the "Share Acquisition"), being the Class A and C Shares and the Residual Share (the “Acquired Shares”), from XXXXXXXXXX. ...