ex7-8.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) [__]

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)

One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

Rogers Communications Inc.

(Exact name of obligor as specified in its charter)

British Columbia, Canada	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)

333 Bloor Street East, 10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)	(Zip code)

Rogers Communications Partnership

(Exact name of obligor as specified in its charter)

Ontario, Canada	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)

333 Bloor Street East, 10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)	(Zip code)

Debt Securities

and Guarantees of Debt Securities

(Title of the indenture securities)

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1.	General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name

Address

	Superintendent of Banks of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

	Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

	Federal Deposit Insurance Corporation		Washington, D.C. 20429

	New York Clearing House Association		New York, N.Y. 10005

	(b)	Whether it is authorized to exercise corporate trust powers.

	Yes.

2.	Affiliations with Obligor.

	If the obligor is an affiliate of the trustee, describe each such affiliation.

	None.

16.	List of Exhibits.

	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits la and lb to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

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	4.	A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No, 333-188382).

	6.	The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

	7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 11th day of February, 2014.

	THE BANK OF NEW YORK MELLON

	By:	/s/ Joellen McNamara
		Name: Joellen McNamara
		Title: Vice President

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SIGNATURE

	THE BANK OF NEW YORK MELLON

	By:	/s/ Joellen McNamara
		Name: Joellen McNamara
		Title: Vice President

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2013, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar amounts in thousands

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,786,000
Interest-bearing balances		131,555,000
Securities:
Held-to-maturity securities		18,997,000
Available-for-sale securities		75,760,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		77,000
Securities purchased under agreements to resell		3,205,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		30,771,000
LESS: Allowance for loan and lease losses		195,000
Loans and leases, net of unearned income and allowance		30,576,000
Trading assets		7,072,000
Premises and fixed assets (including capitalized leases)		1,191,000
Other real estate owned		3,000
Investments in unconsolidated subsidiaries and associated companies		1,111,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,481,000
Other intangible assets		1,289,000
Other assets		14,523,000
Total assets		296,626,000

LIABILITIES
Deposits:
In domestic offices			130,876,000
Noninterest-bearing			84,804,000
Interest-bearing			46,072,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			121,987,000
Noninterest-bearing			10,462,000
Interest-bearing			111,525,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			2,989,000
Securities sold under agreements to repurchase			1,810,000
Trading liabilities			5,741,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			5,040,000
Not applicable
Not applicable
Subordinated notes and debentures			1,065,000
Other liabilities			7,038,000
Total liabilities			276,546,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			9,867,000
Retained earnings			9,446,000
Accumulated other comprehensive income			-718,000
Other equity capital components			0
Total bank equity capital			19,730,000
Noncontrolling (minority) interests in consolidated subsidiaries			350,000
Total equity capital			20,080,000
Total liabilities and equity capital			296,626,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

		Thomas P. Gibbons,
		Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Catherine A. Rein		Directors
Michael J. Kowalski