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Principal Issues: 1) Amendment to proposed transactions describing residence of general partner, types of limited partners, fuller description of management fees, and to amend rulings to confirm description in partnership agreement of limited partners' interests comply with Regulations and agreement as a whole does not contravene specific provisions in Regulation. 2) Can we rule that the terms of a partnership, as set out in a draft agreement, comply with the definition of "qualified limited partnership" in subsection 5000(7) of the Regulations? ... The terms of the Draft Agreement will not cause the Partnership to contravene the condition described in paragraph 5000(7)(d) of the definition of "qualified limited partnership" that the interests of limited partners are described by reference to units of the partnership that are identical in all respects. ... The terms of the Draft Agreement will not cause the Partnership to contravene the conditions described in paragraphs 5000(7)(a), (b) and (c) of the definition of "qualified limited partnership". ...

Generally speaking, it is our view that where the benefit in question is extended to a trust governed by a registered retirement income fund ("RRIF"), the extension of the benefit to the RRIF trust will not contravene the condition for acceptance for registration in paragraph 146.3(2)(g) of the Act. ...

Rulings Given Provided that the above-mentioned facts and proposed transactions are accurate and constitute complete disclosure of all the relevant facts and proposed transactions, that the Assignment and Assumption Agreements are substantially the same as the documents provided to us, that the proposed transactions are carried out as described herein, and that the Assignment and Assumption Agreements for the assignment and assumption of A Co's rights and obligations under the Contracts are executed and assented to by each of the Claimants, A Co and B Co, we rule as follows: Because the Assignment and Assumption Agreements will not be considered to contravene the requirements contained in paragraph 5 of IT-365R2 for structured settlements that an annuity be non-assignable, non-commutable and non-transferable (see comment below), the Assignment and Assumption Agreements, in and by themselves, will not cause the payments received by the Claimants (or their respective estates or such other secondary payees related to the Claimants as may be named in the Contracts) under the structured settlements, as described in 6, to be subject to taxation in their hands under any provision of the Act. Comment: Provided that the Claimants have consented to the assignment of the structured settlements as described in the Ruling, in our view, the Assignment and Assumption Agreements, in and by themselves, will not contravene the restriction contained in paragraph 5 of IT-365R2 that an annuity be non-assignable, non-commutable and non-transferable. ...

Ruling Given Provided that the above-mentioned facts and proposed transactions are accurate and constitute complete disclosure of all the relevant facts and proposed transactions, that the Assignment and Assumption Agreements are substantially the same as the documents provided to us, that the transaction is carried out as described herein, and that the Assignment and Assumption Agreements for the assignment and assumption of A Co's rights and obligations under the Contracts are executed and assented to by each of the Claimants, A Co and the Assignees, we rule as follows: Because the Assignment and Assumption Agreements as described in 12, will not be considered to contravene the requirements contained in paragraph 5 of IT-365R2 for structured settlements that an annuity be non-assignable and non-transferable (see comment below), the Assignment and Assumption Agreements, in and by themselves, will not cause the payments received by the Claimants (or their respective estates or such other secondary payees related to Claimants as may be named in the Contracts) under the structured settlements, as described in 10, to be subject to taxation in their hands under any provision of the Act. Comment: Provided that the Claimants have consented to the assignment of the structured settlements as described in the Ruling, in our view, the Assignment and Assumption Agreements, in and by themselves, will not contravene the restriction contained in paragraph 5 of IT-365R2 that an annuity be non-assignable and non-transferable. ...

The effect of this action pursuant to the XXXXXXXXXX will be to reduce the par value of the FA 2 Shares and to create a corresponding amount of contributed surplus which does not form part of the retained earnings, share premium account or any other capital account so that the distribution as described in paragraph 6 below does not contravene liquidity or solvency rules under the XXXXXXXXXX. 6. ... Therefore, the dividend payment as described in paragraph 6 above does not contravene liquidity/solvency tests under the XXXXXXXXXX. ...

You have requested an income tax ruling that the existing terms of a collective agreement, as they relate to a registered pension plan subjected to the Pension Benefits Standards Act, 1985 ("PBSA"), would not contravene the PBSA. ...

The principal amount of Loan 1 will not exceed the amount that ACo could reasonably be expected to borrow from an arm's-length financial institution and will not cause ACo to contravene any debt covenants. ... The principal amount of the Lossco Loan will not exceed the amount that Lossco could reasonably be expected to borrow from an arm's-length financial institution and will not cause Lossco to contravene any debt covenants. ... The purpose of incorporating Newco is to have Newco issue the Newco Preferred Shares to ACo, rather than having Lossco issue preferred shares directly to ACo which would result in corporate incest and contravene corporate law constraints. 46. ...

The principal amount of the LossCo Loan will not exceed the amount that LossCo could reasonably be expected to borrow from an arm’s length XXXXXXXXXX and will not cause LossCo to contravene any debt covenants. ... The principal amount of Loan 1 will not exceed the amount that LossCo and NewLossCo could reasonably be expected to borrow from an arm’s length XXXXXXXXXX and will not cause LossCo or NewLossCo to contravene any debt covenants in existence. ... The purpose of incorporating NewCo is to have NewCo issue the NewCo Preferred Shares to NewLossCo, rather than having LossCo issue preferred shares directly to NewLossCo which would result in corporate incest and contravene corporate law constraints. 44. ...

Provided that the Partnership qualifies as a "qualified limited partnership" within the meaning of subsection 5000(7) of the Regulations in all other respects, the receipt of incidental passive transaction fee income as described in 9 above by the Partnership will not, in and of itself, cause the Partnership to contravene paragraph 5000(7)(f) of the Regulations, and neither the payment of the Management Fee by the Partnership to the General Partner as described in 11 above nor the use of the Preferential Return and the payment of the Catch-Up Payment as described in 10(b) above will, together or independently, in and of themselves, cause the Partnership to contravene either paragraph 5000(7)(b) or (c) of the Regulations. ...

The amount representing this reduction will be paid to its sole shareholder, XXXXXXXXXX As per subsection 84(4), this reduction is not a dividend. 21.The funds received upon the reduction of the PUC by XXXXXXXXXX, will be used by XXXXXXXXXX to reimburse the loan from the financial institution described in paragraph 18. 22.The proposed reduction of the PUC described in paragraph 20 does not contravene any provision of the Canada Business Corporations Act. 23.The reduction of PUC to a maximum amount of $XXXXXXXXXX does no exceed the PUC of $XXXXXXXXXX as calculated under subsection 89(1) of the Act. ...