Principal Issues: Certain transactions proposed in the original ruling, which had no effect on the rulings given, will not be undertaken at this time. In addition, some of the administrative details may be carried out in a slightly different order.
Position: The proposed changes to the proposed transactions will not have any impact on the rulings previously given in file 2006-017293.
XXXXXXXXXX 2006-021442
Attention: XXXXXXXXXX
XXXXXXXXXX , 2006
Dear XXXXXXXXXX:
Re: XXXXXXXXXX
Advance Income Tax Ruling
This is in reply to your letter of XXXXXXXXXX, wherein you requested certain changes to the advance income tax ruling issued to the above-noted trust on XXXXXXXXXX, 2006 (our file number 2006-017293 and referred to as the "Ruling"). Consequently, the following amendments are made to the Ruling.
The following definitions contained in the Ruling are replaced by:
1. At the beginning of paragraph 15, insert the words "Before or after the transactions referred to in paragraphs 17 to 19 below but before the transactions referred to in paragraph 22,".
2. Delete the phrase "all of the properties described in paragraph 11(a) above and" from the first line of paragraph 22 and the phrase "any of the properties described in paragraph 11(a) above or" from the fourth line thereof.
3. Delete the phrase "the shares of nominee corporations XXXXXXXXXX" from the last sentence of paragraph 23 and delete all of paragraphs 35 to 37.
4. Replace the last three sentences of paragraph 38 with the following:
"Further, the proposed transactions, which would result in various properties, including the properties described in paragraph 11(a) being held by the Fund, would facilitate the ability of the Fund to subsequently implement or cause to be implemented transactions under which most XXXXXXXXXX properties would be both directly held, and operated, under a single operational entity (namely, Operator LP). XXXXXXXXXX".
You advised us that, apart from the amendments described above, there are no other changes to the Facts, Proposed Transactions and Purposes of the Proposed Transactions described in the Ruling. In addition, you advised us that the Facts, Proposed Transactions and Purposes of the Proposed Transactions described in the Ruling, as amended by this letter, still constitute a complete and accurate disclosure of all relevant facts and transactions relating to the reorganization of the Fund.
The Ruling, which is based on the Income Tax Act and Regulations in their present form and does not take into account any proposed amendments thereto, is given subject to the general limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002. Considering the above, we hereby confirm that, subject to the conditions, limitations, qualifications and comments set out in the Ruling, as amended by this letter, the rulings given therein will continue to be binding on the Canada Revenue Agency provided that the proposed transactions are completed within six months of the date of the issuance of the Ruling.
Nothing in this supplementary advance income tax ruling should be construed as implying that we are ruling on, or have considered, or discussed with you any tax consequences relating to the changes to proposed transactions (other than those provided in the Ruling) or any impact of the October 31, 2006 announcement by the Minister of Finance.
XXXXXXXXXX
Section Manager
for Division Director
International & Trusts Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch