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In our view Y's freeze shares are prescribed shares, within the meaning of Regulation 6205(2)(a), because: (a) the main purpose of the arrangement was to permit some of the increase in the value of the property of Opco to accrue to X's trust; and (b) Y should be considered not to deal at arm's length with X's trust because X and Y acted in concert to allow estate planning for the benefit of X's trust. ...

May we suggest that subsections 13(5.2), (5.3) should also be considered in the event of an exercise of the option to purchase. ...

Our Comments We are not prepared to express a general opinion that payments to a third party trustee or depository will not be considered to represent obligatory payments by the borrower on the principal portion of the loan. ...

In relation to this conflict, we have considered three factors. The first is that it seems clear that it was the intention of the Purchaser and the Vendor that possession, use and risk of an interest in the project be transferred on the Completion Date. ...

.- bid to buy orders can come from existing holders as well as new investors- sell and bid orders are irrevocable- if all existing shareholders give hold orders, the next quarter's dividend rate is set, at say 50% of Prime Rate (this clause exist to help ensure that the auction procedure works) The auction procedure works as follows: 1)- the established rate will be the lowest rate that clears the market by matching sales and purchases 2)- a maximum rate is set ("ceiling rate") 3)- existing Holders submit hold, bid, bid to buy and sell orders 4)- potential Holders submit bid to buy orders 5)- determine number of shares available for sale which equals total outstanding less hold orders- if none, established rate set at 50% of Prime Rate 6)- determine whether the number of bid to buy orders with dividend rates less that the ceiling rate, which does not include bid orders, is equal to or exceeds the number of shares offered to be sold regardless of dividend rate plus the number of bid orders by existing holders at rates higher than the ceiling rate- if yes, sufficient clearing bids exists- if no, considered a failed auction Sufficient Clearing 7)- the Established Rate is the lowest rate specified in the submitted bid orders which, taking into account such rate and all lower rates bid by Existing Holders and Potential Holders, would result in such Existing Holders and Potential Holders owning all available shares 8)- each Existing Holder with a submitted bid order specifying a rate higher than the Established Rate or that offered to sell shares without regard to the rate shall sell their shares 9)- Each Existing Holder with a submitted bid order specifying a rate lower than the Established Rate shall continue to hold their shares 10)- each Potential Holder with a submitted bid to buy order specifying any rate that is lower than the Established Rate will buy the number of shares so submitted 11)- each Existing Holder with a submitted bid order specifying a rate equal to the Established Rate shall continue to hold their shares unless the number of shares subject to all such submitted bids is greater than the shares available determined in (5) less the number already already allocated in (9) and (10) ("Remaining shares"), in which case each Existing Holder with such a submitted bid shall sell a number of shares determined on a pro-rata basis: Remaining shares/ x Bidder's shares involved in tie All shares involved in tie- no pro-rations were required prior to this point due to the condition imposed in (6) above. 12)- each potential holder with a bid to buy order specifying a rate equal to the Established Rate shall purchase any available shares not accounted for in (9), (10), and (11) above on a pro-rata basis: Available shares less (9),(10),(11) x Individual's request bid to buy /Total # of shares still subject to bid to buy- the operation of an auction is illustrated in attached example 1. ...

"There are, I think, three matters to be considered: a) The character of the advantage sought and in this its lasting qualities may play a part. b) The manner in which it is to be used, relied upon or enjoyed, and in this and under the former head recurrence may play its part and, c) the means adopted to obtain it; that is by providing a periodical reward or outlay to cover its use or enjoyment for periods commensurate with the payment or by making a final provision or payment so as to secure future use or enjoyment. ...

The Financial Administration Act gives the Governor in Council the authority to remit any tax, fee or penalty when it is considered to be in the public interest. ...

In your view Y's freeze shares are prescribed shares, within the meaning of Regulation 6205(2)(a), because: (a) the main purpose of the arrangement was to permit some of the increase in the value of the property of Opco to accrue to X's trust; and b) Y should be considered not to deal at arm's length with X's trust because X and Y acted in concert to allow estate planning for the benefit of X's trust. ...

Thus, the CEE incurred in 1987 and 1988 would be available to Subscribers under the old rules only in respect of Earned Shares issued upon exercises of Rights that took place during 1986, this being the time that the new agreement in writing would be considered to have been entered into. ...

The following commentary could be added to paragraph 35 in order to provide guidance to the reader in interpreting the at-risk rules: A limited partner's at-risk amount will not be reduced in respect of amounts received by the partnership under a revenue guarantee, unless the revenue guarantee may reasonably be considered to ensure that the limited partner will receive a return of a portion of his investment. ...