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1、 UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON,D.C.20549 FORM 20-F(Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)or(g)OF THE SECURITIES EXCHANGE ACT OF 1934OR xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Decemb
2、er 31,2013OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-35505 Brookfield Property Partners L.P.(Exact name of Registrant as specified i
3、n its charter)N/A(Translation of Registrants name into English)Bermuda(Jurisdiction of incorporation or organization)73 Front Street Hamilton,HM 12 Bermuda(Address of principal executive office)John StinebaughBrookfield Property Partners L.P.73 Front StreetHamilton,HM 12BermudaTel:+441-294-3309 (Nam
4、e,Telephone,Email and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b)of the Act.Title of each class Name of each exchange on which registeredLimited Partnership UnitsLimited Partnership Units New York Stock Exchange Toront
5、o Stock Exchange Securities registered or to be registered pursuant to Section 12(g)of the Act.None Securities for which there is a reporting obligation pursuant to Section 15(d)of the Act.None Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of
6、the close of the period covered by the annual report:102,522,251 Limited Partnership Units as of December 31,2013.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No x If this report is an annual or transition report,indicate b
7、y check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of theSecurities Exchange Act of 1934.Yes No x Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 duringt
8、he preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirementsfor the past 90 days.Yes x No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if
9、any,every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that theregistrant was required to submit and post such files).Yes No Indicate by check mark whether the registr
10、ant is a large accelerated filer,an accelerated filer,or a non-accelerated filer.See definition of“accelerated filer andlarge accelerated filer”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer x Indicate by check mark which basis of accoun
11、ting the registrant has used to prepare the financial statements included in this filing:U.S.GAAP International Financial Reporting Standards asissued by the International Accounting Standards Board x Other If“Other”has been checked in response to the previous question,indicate by check mark which f
12、inancial statement item the registrant has elected to follow.Item 17 Item 18 If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No x TABLE OF CONTENTS Page INTRODUCTION AND USE OF CERTAIN TERMS1 SPECIAL NOTE
13、REGARDING FORWARD-LOOKING STATEMENTS3 PART I 4 ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS4 ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4 ITEM 3.KEY INFORMATION5 3.A.SELECTED FINANCIAL DATA5 3.B.CAPITALIZATION AND INDEBTEDNESS5 3.C.REASONS FOR THE OFFER AND USE OF PROCEEDS5 3.D.RIS
14、K FACTORS5 ITEM 4.INFORMATION ON THE COMPANY30 4.A.HISTORY AND DEVELOPMENT OF THE COMPANY30 4.B.BUSINESS OVERVIEW31 4.C.ORGANIZATIONAL STRUCTURE48 4.D.PROPERTY,PLANTS AND EQUIPMENT53 ITEM 4A.UNRESOLVED STAFF COMMENTS54 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS54 5.A.OPERATING RESULTS54 5.B
15、.LIQUIDITY AND CAPITAL RESOURCES85 5.C.RESEARCH AND DEVELOPMENT,PATENTS AND LICENSES,ETC.86 5.D.TREND INFORMATION86 5.E.OFF-BALANCE SHEET ARRANGEMENTS86 5.F.TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS87 ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES87 6.A.DIRECTORS AND SENIOR MANAGEMENT87 6.B.CO
16、MPENSATION90 6.C.BOARD PRACTICES90 6.D.EMPLOYEES93 6.E.SHARE OWNERSHIP93 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS93 7.A.MAJOR SHAREHOLDERS93 7.B.RELATED PARTY TRANSACTIONS94 7.C.INTERESTS OF EXPERTS AND COUNSEL104 ITEM 8.FINANCIAL INFORMATION105 8.A.CONSOLIDATED STATEMENTS AND OTHER
17、FINANCIAL INFORMATION105 -i-TABLE OF CONTENTS(continued)Page 8.B.SIGNIFICANT CHANGES105 ITEM 9.THE OFFER AND LISTING105 9.A.OFFER AND LISTING DETAILS105 9.B.PLAN OF DISTRIBUTION107 9.C.MARKETS107 9.D.SELLING SHAREHOLDERS107 9.E.DILUTION107 9.F.EXPENSES OF THE ISSUE107 ITEM 10.ADDITIONAL INFORMATION1
18、07 10.A.SHARE CAPITAL107 10.B.MEMORANDUM AND ARTICLES OF ASSOCIATION107 10.C.MATERIAL CONTRACTS131 10.D.EXCHANGE CONTROLS132 10.E.TAXATION132 10.F.DIVIDENDS AND PAYING AGENTS152 10.G.STATEMENT BY EXPERTS152 10.HDOCUMENTS ON DISPLAY152 10.I.SUBSIDIARY INFORMATION152 ITEM 11.QUANTITATIVE AND QUALITATI
19、VE DISCLOSURES ABOUT MARKET RISK152 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES152 PART II 152 ITEM 13.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES152 ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS152 ITEM 15.CONTROLS AND PROCEDURES153 ITEM
20、16.RESERVED153 16.A.AUDIT COMMITTEE FINANCIAL EXPERTS153 16.B.CODE OF ETHICS153 16.C.PRINCIPAL ACCOUNTANT FEES AND SERVICES153 16.D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES154 16.E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS154 16.F.CHANGE IN REGISTRANTS
21、CERTIFYING ACCOUNTANT154 16.G.CORPORATE GOVERNANCE154 16.H.MINING SAFETY DISCLOSURE154 PART III 155 ITEM 17.FINANCIAL STATEMENTS155-ii-TABLE OF CONTENTS(continued)Page ITEM 18.FINANCIAL STATEMENTS155 ITEM 19.EXHIBITS156 SIGNATURES158 INDEX TO FINANCIAL STATEMENTSF-1-iii-INTRODUCTION AND USE OF CERTA
22、IN TERMS We have prepared this Form 20-F using a number of conventions,which you should consider when reading the information contained herein.Unlessotherwise indicated or the context otherwise requires,in this Form 20-F:all operating and other statistical information is presented as if we own 100%o
23、f each property in our portfolio,regardless of whether weown all of the interests in each property;and all financial information is presented in accordance with International Financial Reporting Standards,or IFRS,as issued by theInternational Accounting Standards Board,or IASB,other than certain non
24、-IFRS financial measures which are defined under“Use of Non-IFRS Measures”.In this Form 20-F,unless the context suggests otherwise,references to“we”,“us”and“our”are to Brookfield Property Partners L.P.,the PropertyPartnership,the Holding Entities and the operating entities,each as defined below,take
25、n together.Unless the context suggests otherwise,in this Form 20-Freferences to:an“affiliate”of any person are to any other person that,directly or indirectly through one or more intermediaries,controls,is controlled byor is under common control with such person;“assets under management”are to asset
26、s managed by us or by Brookfield on behalf of our third party investors,as well as our own assets,and also include capital commitments that have not yet been drawn.Our calculation of assets under management may differ from thatemployed by other asset managers and,as a result,this measure may not be
27、comparable to similar measures presented by other assetmanagers;“Australia”are to Australia and New Zealand;the“BPY General Partner”are to the general partner of our company,which is Brookfield Property Partners Limited,a wholly-ownedsubsidiary of Brookfield Asset Management;“Brookfield”are to Brook
28、field Asset Management and any subsidiary of Brookfield Asset Management,other than us;“Brookfield Asset Management”are to Brookfield Asset Management Inc.;“our business”are to our business of owning,operating and investing in commercial property,both directly and through our operatingentities;“our
29、company”or“our partnership”are to Brookfield Property Partners L.P.,a Bermuda exempted limited partnership;“commercial property”or“commercial properties”are to commercial and other real property which generates or has the potential to generateincome,including office,retail,multi-family and industria
30、l assets,but does not include,among other things,residential land development,home building,construction,real estate advisory and other similar operations or services;“Holding Entities”are to the primary holding subsidiaries of the Property Partnership,from time to time,through which it indirectly h
31、oldsall of our interests in our operating entities;“our limited partnership agreement”are to the second amended and restated limited partnership agreement of our company entered into onAugust 8,2013;the“Service Providers”are to the affiliates of Brookfield that provide services to us pursuant to our
32、 Master Services Agreement,which arecurrently Brookfield Global Property Advisor Limited and Brookfield Property Group LLC,subsidiaries of Brookfield Asset Management,and unless the context otherwise requires,any other affiliate of Brookfield that is appointed by Brookfield Global Property AdvisorLi
33、mited,Brookfield Property Group LLC or any such affiliate from time to time to act as a service provider pursuant to our MasterServices Agreement or to whom any service provider has subcontracted for the provision of such services;1 “Master Services Agreement”are to the amended and restated master s
34、ervices agreement among the Service Recipients,the ServiceProviders,and certain other subsidiaries of Brookfield Asset Management who are parties thereto;“operating entities”are to the entities in which the Holding Entities hold interests and that directly or indirectly hold our real estate assetsot
35、her than entities in which the Holding Entities hold interests for investment purposes only of less than 5%of the equity securities;“our portfolio”are to the commercial property assets in our office,retail,multi-family,industrial and other platforms,as applicable;the“Property Partnership”are to Broo
36、kfield Property L.P.;“Property Special LP”are to Brookfield Property Special L.P.,a wholly-owned subsidiary of Brookfield Asset Management,which is aspecial limited partner of the Property Partnership;the“Redemption-Exchange Mechanism”are to the mechanism by which Brookfield may request redemption o
37、f its Redemption-ExchangeUnits in whole or in part in exchange for cash,subject to the right of our company to acquire such interests(in lieu of such redemption)inexchange for units of our company,as more fully described in Item 10.B.“Additional Information Memorandum and Articles ofAssociation Desc
38、ription of the Property Partnership Limited Partnership Agreement Redemption-Exchange Mechanism”;the“Redemption-Exchange Units”are to the non-voting limited partnership interests in the Property Partnership that are redeemable forcash,subject to the right of our company to acquire such interests(in
39、lieu of such redemption)in exchange for units of our company,pursuant to the Redemption-Exchange Mechanism;“Service Recipients”are to our company,the Property Partnership,the Holding Entities and,at the option of the Holding Entities,anywholly-owned subsidiary of a Holding Entity excluding any opera
40、ting entity;“spin-off”are to the special dividend of our units by Brookfield Asset Management on April 15,2013 as described under Item 4.A.“Information on the Company History and Development of the Company”;and“our units”and“units of our company”are to the non-voting limited partnership units in our
41、 company and references to“our unitholders”and“our limited partners”are to the holders of our units.Historical Performance and Market Data This Form 20-F contains information relating to our business as well as historical performance and market data for Brookfield Asset Managementand certain of its
42、operating platforms.When considering this data,you should bear in mind that historical results and market data may not be indicative ofthe future results that you should expect from us.Financial Information The financial information contained in this Form 20-F is presented in U.S.Dollars and,unless
43、otherwise indicated,has been prepared in accordancewith IFRS.In this Form 20-F,all references to“$”are to U.S.Dollars.Canadian Dollars,Australian Dollars,New Zealand Dollars,British Pounds,Eurosand Brazilian Reais are identified as“C$”,“A$”,“NZ$”,“”,“”and“R$”,respectively.Use of Non-IFRS Measures To
44、 measure our performance,we focus on equity,net operating income,or NOI,and funds from operations,or FFO.NOI and FFO do not havestandardized meanings prescribed by IFRS and therefore may differ from similar metrics used by other companies.We define each of these measures asfollows:NOI:means revenues
45、 from commercial and hospitality operations of consolidated properties less direct commercial property and hospitalityexpenses,with the exception of depreciation and amortization of real estate assets.2 FFO:means income,including equity accounted income,before realized gains(losses)on real estate pr
46、operty,fair value gains(losses)(including equity accounted fair value gains(losses),depreciation and amortization of real estate assets,income tax expense(benefit),andless non-controlling interests.NOI is used as a key indicator of performance as it represents a measure over which management has a c
47、ertain degree of control.We evaluate theperformance of our office segment by evaluating NOI from“Existing properties”,or on a“same-store”basis,and NOI from“Acquisitions,dispositions andother.”NOI from existing properties compares the performance of the property portfolio by excluding the effect of c
48、urrent and prior period dispositions andacquisitions,including developments and“one-time items”,which for the historical periods presented consists primarily of lease termination income.NOIpresented within“Acquisitions,dispositions and other”includes the results of current and prior period acquired,
49、developed and sold properties,as well as theone-time items excluded from the“Existing properties”portion of NOI.We do not evaluate the performance of the operating results of the retail segment on asimilar basis as the majority of our investments in the retail segment are accounted for under the equ
50、ity method and,as a result,are not included in NOI.Similarly,we do not evaluate the operating results of our other segments on a same-store basis based on the nature of the investments.We also consider FFO an important measure of our operating performance.FFO is a widely recognized measure that is f
51、requently used by securitiesanalysts,investors and other interested parties in the evaluation of real estate entities,particularly those that own and operate income producing properties.Ourdefinition of FFO includes all of the adjustments that are outlined in the National Association of Real Estate
52、Investment Trusts,or NAREIT,definition offunds from operations,including the exclusion of gains(or losses)from the sale of real estate property,the add back of any depreciation and amortizationrelated to real estate assets and the adjustment for unconsolidated partnerships and joint ventures.In addi
53、tion to the adjustments prescribed by NAREIT,wealso make adjustments to exclude any unrealized fair value gains(or losses)that arise as a result of reporting under IFRS and income taxes that arise as certainof our subsidiaries are structured as corporations as opposed to real estate investment trust
54、s,or REITs.These additional adjustments result in an FFO measurethat is similar to that which would result if our partnership was organized as a REIT that determined net income in accordance with U.S.GAAP,which is thetype of organization on which the NAREIT definition is premised.Our FFO measure wil
55、l differ from other organizations applying the NAREIT definition tothe extent of certain differences between the IFRS and U.S.GAAP reporting frameworks,principally related to the recognition of lease termination income.Because FFO excludes fair value gains(losses),including equity accounted fair val
56、ue gains(losses),realized gains(losses)on real estate property,depreciationand amortization of real estate assets and income taxes,it provides a performance measure that,when compared year-over-year,reflects the impact onoperations from trends in occupancy rates,rental rates,operating costs and inte
57、rest costs,providing perspective not immediately apparent from net income.We reconcile FFO to net income rather than cash flow from operating activities as we believe net income is the most comparable measure.On page 71 of this Form 20-F,we provide reconciliation of NOI and FFO to net income(loss)fo
58、r the period presented.We urge you to review theIFRS financial measures in this Form 20-F,including the financial statements,the notes thereto and the other financial information contained herein,and not torely on any single financial measure to evaluate our company.SPECIAL NOTE REGARDING FORWARD-LO
59、OKING STATEMENTS This Form 20-F contains certain forward-looking statements.Forward-looking statements relate to expectations,beliefs,projections,future plans andstrategies,anticipated events or trends and similar expressions concerning matters that are not historical facts.Forward-looking statement
60、s in this Form 20-Finclude statements regarding the quality of our assets,our anticipated financial performance,our companys future growth prospects,our ability to makedistributions and the amount of such distributions and our companys access to capital.In some cases,you can identify forward-looking
61、 statements by termssuch as“anticipate”,“believe”,“could”,“estimate”,“expect”,“intend”,“may”,“plan”,“potential”,“should”,“will”and“would”or the negative of thoseterms or other comparable terminology.The forward-looking statements are based on our beliefs,assumptions and expectations of our future pe
62、rformance,taking into account allinformation currently available to us.These beliefs,assumptions and expectations can change as a result of many possible events or factors,not all of whichare known to us or within our control.If a change occurs,our business,financial condition,liquidity and results
63、of operations may vary materially fromthose expressed in our forward-looking statements.The following factors,among others,could cause our actual results to vary from our forward-lookingstatements:changes in the general economy;3 the cyclical nature of the real estate industry;actions of competitors
64、;failure to attract new tenants and enter into renewal or new leases with tenants on favorable terms;our ability to derive fully anticipated benefits from future or existing acquisitions,joint ventures,investments or dispositions;actions or potential actions that could be taken by our co-venturers,p
65、artners,fund investors or co-tenants;the bankruptcy,insolvency,credit deterioration or other default of our tenants;actions or potential actions that could be taken by Brookfield;the departure of some or all of Brookfields key professionals;the threat of litigation;changes to legislation and regulat
66、ions;possible environmental liabilities and other possible liabilities;our ability to obtain adequate insurance at commercially reasonable rates;our financial condition and liquidity;downgrading of credit ratings and adverse conditions in the credit markets;changes in financial markets,foreign curre
67、ncy exchange rates,interest rates or political conditions;the general volatility of the capital markets and the market price of our units;and other factors described in this Form 20-F,including those set forth under Item 3.D.“Key Information Risk Factors”,Item 5.“Operatingand Financial Review and Pr
68、ospects”and Item 4.B.“Information on the Company Business Overview”.Except as required by applicable law,we undertake no obligation to update or revise publicly any forward-looking statements,whether as a result ofnew information,future events or otherwise.We qualify any and all of our forward-looki
69、ng statements by these cautionary factors.Please keep this cautionarynote in mind as you read this Form 20-F.PART I ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS Not applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.4 ITEM 3.KEY INFORMATION 3.A.SELECTED FINANCIAL
70、 DATA The following tables present selected financial data for our company as of and for the periods indicated:(US$Millions)Year ended Dec.31,2013 2012 2011 Total revenue$4,287$3,768$2,781 Net income 1,763 2,640 3,766 Net income attributable to limited partnership units 118 -Net income attributable
71、to general partnership units -Net income attributable to parent company 232 1,476 2,344 FFO(1)582 631 565 (1)FFO is a non-IFRS measure.See page 71 of this Form 20-F for a reconciliation of FFO to net income.(US$Millions)Dec.31,2013 Dec.31,2012 Investment properties$34,153$31,696 Equity accounted inv
72、estments 9,281 8,038 Total assets 52,446 47,681 Property debt 21,640 19,808 Total equity 24,990 24,003 Equity after subtracting non-controlling interests of others in operating subsidiaries 13,624 13,163 3.B.CAPITALIZATION AND INDEBTEDNESS Not applicable.3.C.REASONS FOR THE OFFER AND USE OF PROCEEDS
73、 Not applicable.3.D.RISK FACTORS Your holding of units of our company will involve substantial risks.You should carefully consider the following factors in addition to the otherinformation set forth in this Form 20-F.If any of the following risks actually occur,our business,financial condition and r
74、esults of operations and thevalue of your units would likely suffer.Risks Relating to Us and Our Company Our company is a recently formed partnership with limited separate operating history and the historical financial information included hereindoes not reflect the financial condition or operating
75、results we would have achieved during certain of the periods presented,and therefore may notbe a reliable indicator of our future financial performance.Our company was formed on January 3,2013.Our limited operating history will make it difficult to assess our ability to operate profitably andmake di
76、stributions to unitholders.Although most of our assets and operations have been under Brookfields control prior to our acquisition of such assets andoperations,the historical financial statements included in this Form 20-F covering the periods prior to our formation may not be indicative of our futu
77、refinancial condition or operating results.We urge you to carefully consider the basis on which the historical financial information included herein for suchperiods was prepared and presented.Our company relies on the Property Partnership and,indirectly,the Holding Entities and our operating entitie
78、s to provide us with the fundsnecessary to pay distributions and meet our financial obligations.Our companys sole direct investment is its managing general partnership interest in the Property Partnership,which owns all of the common sharesor equity interests,as applicable,of the Holding Entities,th
79、rough which we hold all of our interests in the operating entities.Our company has no independentmeans of generating revenue.As a result,we depend on distributions and other payments from the Property Partnership and,indirectly,the Holding Entitiesand our operating entities to provide us with the fu
80、nds necessary to pay distributions on our units and to meet our financial obligations.The PropertyPartnership,the Holding Entities and our operating entities are legally distinct from our company and they will generally be required to service their debtobligations before making distributions to us o
81、r their parent entity,as applicable,thereby reducing the amount of our cash flow available to pay distributionson our units,fund working capital and satisfy other needs.Any other entities through which we may conduct operations in the future will also be legallydistinct from our company and may be r
82、estricted in their ability to pay dividends and distributions or otherwise make funds available to our company undercertain conditions.5 We anticipate that the only distributions our company will receive in respect of our managing general partnership interests in the Property Partnershipwill consist
83、 of amounts that are intended to assist our company in making distributions to our unitholders in accordance with our companys distributionpolicy and to allow our company to pay expenses as they become due.We may not be able to make distributions to holders of our units in amounts intended or at all
84、.Our company intends to make quarterly cash distributions in an amount currently anticipated to be approximately$1.00 per unit on an annualizedbasis.However,despite our projections,there can be no assurance that we will be able to make such distributions or meet our target growth rate range of 3%to5
85、%annually.Based on amounts received in distributions from our operating entities and our projected operating cash flow from our direct investments,ourproposed distributions would be significantly greater than such amounts.Although we may use distributions from our operating entities,the proceeds of
86、sales of certain of our direct investments and/or borrowings to fundany shortfall in distributions,we may not be able to do so on a consistent and sustainable basis.Our ability to make distributions will depend on several otherfactors,some of which are out of our control,including,among other things
87、,general economic conditions,our results of operations and financial condition,the amount of cash that is generated by our operations and investments,restrictions imposed by the terms of any indebtedness that is incurred to finance ouroperations and investments or to fund liquidity needs,levels of o
88、perating and other expenses,and contingent liabilities,any or all of which could prevent usfrom meeting our anticipated distribution levels.Finally,the BPY General Partner has sole authority to determine when and if our distributions will be made inrespect of our units,and there can be no assurance
89、that the BPY General Partner will declare and pay the distributions on our units as intended or at all.We are subject to foreign currency risk and our risk management activities may adversely affect the performance of our operations.Some of our assets and operations are in countries where the U.S.Do
90、llar is not the functional currency.These operations pay distributions incurrencies other than the U.S.Dollar which we must convert to U.S.Dollars prior to making distributions on our units.A significant depreciation in the valueof such foreign currencies may have a material adverse effect on our bu
91、siness,financial condition and results of operations.When managing our exposure to such market risks,we may use forward contracts,options,swaps,caps,collars and floors or pursue otherstrategies or use other forms of derivative instruments.The success of any hedging or other derivative transactions t
92、hat we enter into generally will depend onour ability to structure contracts that appropriately offset our risk position.As a result,while we may enter into such transactions in order to reduce ourexposure to market risks,unanticipated market changes may result in poorer overall investment performan
93、ce than if the transaction had not been executed.Such transactions may also limit the opportunity for gain if the value of a hedged position increases.6 We are subject to interest rate risk and a rise in interest rates may adversely affect us and the value of an investment in our units.A number of o
94、ur assets are interest rate sensitive:increases in long-term interest rates will,absent all else,decrease the value of these assets byreducing the present value of the cash flows expected to be produced by the asset.If interest rates were to rise,it may affect the market perceived or actual valueof
95、our assets and/or distributions and consequently the market price of our units may decline in value.Additionally,an increase in interest rates could decreasethe amount buyers may be willing to pay for our properties,thereby reducing the market value of our properties and limiting our ability to sell
96、 properties or toobtain mortgage financing secured by our properties.Further,increased interest rates may effectively increase the cost of properties we acquire to the extent weutilize leverage for those acquisitions and may result in a reduction in our acquisitions to the extent we reduce the amoun
97、t we offer to pay for properties,due tothe effect of increased interest rates,to a price that sellers may not accept.Our company is not,and does not intend to become,regulated as an investment company under the U.S.Investment Company Act of 1940,or theInvestment Company Act,(and similar legislation
98、in other jurisdictions)and if our company were deemed an“investment company”under theInvestment Company Act applicable restrictions would make it impractical for us to operate as contemplated.The Investment Company Act and the rules thereunder(and similar legislation in other jurisdictions)provide c
99、ertain protections to investors andimpose certain restrictions on companies that are registered as investment companies.Among other things,such rules limit or prohibit transactions withaffiliates,impose limitations on the issuance of debt and equity securities and impose certain governance requireme
100、nts.Our company has not been and doesnot intend to become regulated as an investment company and our company intends to conduct its activities so it will not be deemed to be an investmentcompany under the Investment Company Act(and similar legislation in other jurisdictions).In order to ensure that
101、our company is not deemed to be aninvestment company,we may be required to materially restrict or limit the scope of our operations or plans,we will be limited in the types of acquisitions thatwe may make and we may need to modify our organizational structure or dispose of assets that we would not o
102、therwise dispose of.Moreover,if anything wereto happen which would potentially cause our company to be deemed an investment company under the Investment Company Act,it would be impractical forus to operate as intended,agreements and arrangements between and among us and Brookfield would be impaired
103、and our business,financial condition andresults of operations would be materially adversely affected.Accordingly,we would be required to take extraordinary steps to address the situation,such as theamendment or termination of our Master Services Agreement,the restructuring of our company and the Hol
104、ding Entities,the amendment of our limitedpartnership agreement or the termination of our company,any of which would materially adversely affect the value of our units.In addition,if our companywere deemed to be an investment company under the Investment Company Act,it would be taxable as a corporat
105、ion for U.S.federal income tax purposes,andsuch treatment would materially adversely affect the value of our units.See Item 10.E.“Additional Information Taxation U.S.Tax Considerations Partnership Status of Our Company and the Property Partnership”.Our company is a“foreign private issuer”under U.S.s
106、ecurities laws and as a result is subject to disclosure obligations different fromrequirements applicable to U.S.domestic registrants listed on the New York Stock Exchange,or NYSE.Although our company is subject to the periodic reporting requirement of the U.S.Securities Exchange Act of 1934,as amen
107、ded,or the ExchangeAct,the periodic disclosure required of foreign private issuers under the Exchange Act is different from periodic disclosure required of U.S.domesticregistrants.Therefore,there may be less publicly available information about us than is regularly published by or about other public
108、 companies in the UnitedStates and our company is exempt from certain other sections of the Exchange Act that U.S.domestic registrants would otherwise be subject to,including therequirement to provide our unitholders with information statements or proxy statements that comply with the Exchange Act.I
109、n addition,insiders and largeunitholders of our company will not be obligated to file reports under Section 16 of the Exchange Act and certain of the governance rules imposed by theNYSE will be inapplicable to our company.Our company is a“SEC foreign issuer”under Canadian securities regulations and
110、is exempt from certain requirements of Canadian securitieslaws.Although our company is a reporting issuer in Canada,we are a“SEC foreign issuer”and exempt from certain Canadian securities laws relating tocontinuous disclosure obligations and proxy solicitation as long as we comply with certain repor
111、ting requirements applicable in the United States,providedthat the relevant documents filed with the U.S.Securities and Exchange Commission,or the SEC,are filed in Canada and sent to our companys unitholdersin Canada to the extent and in the manner and within the time required by applicable U.S.requ
112、irements.Therefore,there may be less publicly availableinformation in Canada about us than is regularly published by or about other reporting issuers in Canada.7 We may be subject to the risks commonly associated with a separation of economic interest from control or the incurrence of debt at multip
113、le levelswithin an organizational structure.Our ownership and organizational structure is similar to structures whereby one company controls another company which in turn holds controllinginterests in other companies;thereby,the company at the top of the chain may control the company at the bottom o
114、f the chain even if its effective equityposition in the bottom company is less than a controlling interest.Brookfield is the sole shareholder of the BPY General Partner and,as a result of suchownership of the BPY General Partner,Brookfield controls the appointment and removal of the BPY General Part
115、ners directors and,accordingly,exercisessubstantial influence over us.In turn,we often have a majority controlling interest or a significant influence in our investments.Even though Brookfield hasan effective economic interest in our business of approximately 72%as of the date of this Form 20-F as a
116、 result of its ownership of our units and theRedemption-Exchange Units,over time Brookfield may reduce this economic interest while still maintaining its controlling interest,and therefore Brookfieldmay use its control rights in a manner that conflicts with the economic interests of our other unitho
117、lders.For example,despite the fact that our company has aconflicts policy in place which addresses the requirement for independent approval and other requirements for transactions in which there is greater potentialfor a conflict of interest to arise,including transactions with affiliates of Brookfi
118、eld,because Brookfield exerts substantial influence over us,and,in turn,over our investments,there is a greater risk of transfer of assets of our investments at non-arms length values to Brookfield and its affiliates.In addition,debtincurred at multiple levels within the chain of control could exace
119、rbate the separation of economic interest from controlling interest at such levels,therebycreating an incentive to leverage our company and our investments.Any such increase in debt would also make us more sensitive to declines in revenues,increases in expenses and interest rates,and adverse market
120、conditions.The servicing of any such debt would also reduce the amount of funds available topay distributions to our company and ultimately to our unitholders.Risks Relating to Our Business Our economic performance and the value of our assets are subject to the risks incidental to the ownership and
121、operation of real estate assets.Our economic performance,the value of our assets and,therefore,the value of our units are subject to the risks normally associated with theownership and operation of real estate assets,including but not limited to:downturns and trends in the national,regional and loca
122、l economic conditions where our properties and other assets are located;the cyclical nature of the real estate industry;local real estate market conditions,such as an oversupply of commercial properties,including space available by sublease,or a reductionin demand for such properties;changes in inte
123、rest rates and the availability of financing;competition from other properties;changes in market rental rates and our ability to rent space on favorable terms;the bankruptcy,insolvency,credit deterioration or other default of our tenants;the need to periodically renovate,repair and re-lease space an
124、d the costs thereof;increases in maintenance,insurance and operating costs;civil disturbances,earthquakes and other natural disasters,or terrorist acts or acts of war which may result in uninsured or underinsuredlosses;the decrease in the attractiveness of our properties to tenants;the decrease in t
125、he underlying value of our properties;and 8 certain significant expenditures,including property taxes,maintenance costs,mortgage payments,insurance costs and related charges thatmust be made regardless of whether a property is producing sufficient income to service these expenses.We are dependent up
126、on the economic conditions of the markets where our assets are located.We are affected by local,regional,national and international economic conditions and other events and occurrences that affect the markets in whichwe own assets.A protracted decline in economic conditions will cause downward press
127、ure on our operating margins and asset values as a result of lowerdemand for space.Substantially all of our properties are located in North America,Europe,Australia and Brazil.A prolonged downturn in one or more of theseeconomies or the economy of any other country where we own property would result
128、 in reduced demand for space and number of prospective tenants and willaffect the ability of our properties to generate significant revenue.If there is an increase in operating costs resulting from inflation and other factors,we may notbe able to offset such increases by increasing rents.Additionall
129、y,as part of our strategy for our office property platform is to focus on markets underpinned by major financial,energy,technology,andprofessional services businesses,a significant downturn in one or more of the industries in which these businesses operate would also adversely affect ourresults of o
130、perations.We face risks associated with the use of debt to finance our business,including refinancing risk.We incur debt in the ordinary course of our business and therefore are subject to the risks associated with debt financing.In addition,our debt willincrease substantially as a result of our off
131、er to purchase common shares,or the Offer,of Brookfield Office Properties Inc.,or Brookfield Office Properties,as we have entered into a credit facility,or the BPY Credit Facility,to finance the cash consideration and expenses of the Offer.The BPY Credit Facility has aterm of two years,with a one ye
132、ar extension option for up to$1.5 billion of commitments subject to the satisfaction of certain conditions.The risks associatedwith our debt financing,including the following,may adversely affect our financial condition and results of operations:cash flows may be insufficient to meet required paymen
133、ts of principal and interest;payments of principal and interest on borrowings may leave insufficient cash resources to pay operating expenses;we may not be able to extend the BPY Credit Facility for an additional year upon its two-year expiry date if we have not been successful inprepaying such debt
134、 and reducing the commitments to$1.5 billion or less through our intended repayment plan;we may not be able to refinance indebtedness on our properties at maturity due to business and market factors,including:disruptions inthe capital and credit markets;the estimated cash flows of our properties and
135、 other assets;the value of our properties and other assets;andfinancial,competitive,business and other factors,including factors beyond our control;and if refinanced,the terms of a refinancing may not be as favorable as the original terms of the related indebtedness.Our operating entities have a sig
136、nificant degree of leverage on their assets,which will increase upon entering into the BPY Credit Facility.Highlyleveraged assets are inherently more sensitive to declines in revenues,increases in expenses and interest rates,and adverse market conditions.A leveragedcompanys income and net assets als
137、o tend to increase or decrease at a greater rate than would otherwise be the case if money had not been borrowed.As aresult,the risk of loss associated with a leveraged company,all other things being equal,is generally greater than for companies with comparatively less debt.We rely on our operating
138、entities to provide our company with the funds necessary to make distributions on our units and meet our financialobligations.The leverage on our assets may affect the funds available to our company if the terms of the debt impose restrictions on the ability of our operatingentities to make distribu
139、tions to our company.In addition,our operating entities will generally have to service their debt obligations before making distributionsto our company or their parent entity.Leverage may also result in a requirement for liquidity,which may force the sale of assets at times of low demand and/or pric
140、es for such assets.9 In addition to the BPY Credit Facility which provides for an aggregate of$2.5 billion in committed credit availability,we have a$700 millionsubordinated credit facility with Brookfield to supplement our liquidity.We may also incur indebtedness under future credit facilities or o
141、ther debt-likeinstruments,in addition to any asset-level indebtedness.We may also issue debt or debt-like instruments in the market in the future,which may or may not berated.Should such debt or debt-like instruments be rated,a credit downgrade will have an adverse impact on the cost of such debt.In
142、 addition,Brookfield holds$1.25 billion of redeemable preferred shares of one of our Holding Entities.We have agreed to use our commerciallyreasonable efforts to,as soon as reasonably practical,subject to any restrictions in the BPY Credit Facility,issue debt or equity securities or borrow moneyfrom
143、 one or more financial institutions or other lenders,on terms reasonably acceptable to us,in an aggregate amount sufficient to fund the redemption of$500 million of the preferred shares.The terms of any such financing may be less favorable to us than the terms of the preferred shares.If we are unabl
144、e to refinance our indebtedness on acceptable terms,or at all,we may need to dispose of one or more of our properties or other assetsupon disadvantageous terms.In addition,prevailing interest rates or other factors at the time of refinancing could increase our interest expense,and if wemortgage prop
145、erty to secure payment of indebtedness and are unable to make mortgage payments,the mortgagee could foreclose upon such property or appointa receiver to receive an assignment of our rents and leases.This may adversely affect our ability to make distributions or payments to our unitholders andlenders
146、.Restrictive covenants in our indebtedness may limit managements discretion with respect to certain business matters.Instruments governing any of our indebtedness or indebtedness of our operating entities or their subsidiaries may contain restrictive covenantslimiting our discretion with respect to
147、certain business matters.These covenants could place significant restrictions on,among other things,our ability tocreate liens or other encumbrances,to make distributions to our unitholders or make certain other payments,investments,loans and guarantees and to sell orotherwise dispose of assets and
148、merge or consolidate with another entity.These covenants could also require us to meet certain financial ratios and financialcondition tests.A failure to comply with any such covenants could result in a default which,if not cured or waived,could permit acceleration of the relevantindebtedness.If we
149、are unable to manage our interest rate risk effectively,our cash flows and operating results may suffer.Advances under credit facilities and certain property-level mortgage debt bear interest at a variable rate.We may incur further indebtedness in thefuture that also bears interest at a variable rat
150、e or we may be required to refinance our debt at higher rates.In addition,though we attempt to manage interest raterisk,there can be no assurance that we will hedge such exposure effectively or at all in the future.Accordingly,increases in interest rates above that which weanticipate based upon hist
151、orical trends would adversely affect our cash flows.We face potential adverse effects from tenant defaults,bankruptcies or insolvencies.A commercial tenant may experience a downturn in its business,which could cause the loss of that tenant or weaken its financial condition andresult in the tenants i
152、nability to make rental payments when due or,for retail tenants,a reduction in percentage rent payable.If a tenant defaults,we mayexperience delays and incur costs in enforcing our rights as landlord and protecting our investments.We cannot evict a tenant solely because of its bankruptcy.In addition
153、,in certain jurisdictions where we own properties,a court may authorize atenant to reject and terminate its lease.In such a case,our claim against the tenant for unpaid,future rent would be subject to a statutory cap that might besubstantially less than the remaining rent owed under the lease.In any
154、 event,it is unlikely that a bankrupt or insolvent tenant will pay the full amount it owesunder a lease.The loss of rental payments from tenants and costs of re-leasing would adversely affect our cash flows and results of operations.In the case ofour retail properties,the bankruptcy or insolvency of
155、 an anchor tenant or tenant with stores at many of our properties would cause us to suffer lower revenuesand operational difficulties,including difficulties leasing the remainder of the property.Significant expenses associated with each property,such as mortgagepayments,real estate taxes and mainten
156、ance costs,are generally not reduced when circumstances cause a reduction in income from the property.In the event ofa significant number of lease defaults and/or tenant bankruptcies,our cash flows may not be sufficient to pay cash distributions to our unitholders and repaymaturing debt or other obl
157、igations.Reliance on significant tenants could adversely affect our results of operations.Many of our properties are occupied by one or more significant tenants and,therefore,our revenues from those properties are materially dependent onthe creditworthiness and financial stability of those tenants.O
158、ur business would be adversely affected if any of those tenants failed to renew certain of theirsignificant leases,became insolvent,declared bankruptcy or otherwise refused to pay rent in a timely fashion or at all.In the event of a default by one or moresignificant tenants,we may experience delays
159、in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-leasingthe property.If a lease of a significant tenant is terminated,it may be difficult,costly and time consuming to attract new tenants and lease the property for therent previously received.10
160、Our inability to enter into renewal or new leases with tenants on favorable terms or at all for all or a substantial portion of space that is subject toexpiring leases would adversely affect our cash flows and operating results.Our properties generate revenue through rental payments made by tenants
161、of the properties.Upon the expiry of any lease,there can be no assurancethat the lease will be renewed or the tenant replaced.The terms of any renewal or replacement lease may be less favorable to us than the existing lease.We wouldbe adversely affected,in particular,if any major tenant ceases to be
162、 a tenant and cannot be replaced on similar or better terms or at all.Additionally,we maynot be able to lease our properties to an appropriate mix of tenants.Retail tenants may negotiate leases containing exclusive rights to sell particular types ofmerchandise or services within a particular retail
163、property.When leasing other space after the vacancy of a retail tenant,these provisions may limit the numberand types of prospective tenants for the vacant space.Our competitors may adversely affect our ability to lease our properties which may cause our cash flows and operating results to suffer.Ea
164、ch segment of the real estate industry is competitive.Numerous other developers,managers and owners of commercial properties compete with usin seeking tenants and,in the case of our multi-family properties,there are numerous housing alternatives which compete with our properties in attractingresiden
165、ts.Some of the properties of our competitors may be newer,better located or better capitalized.These competing properties may have vacancy rateshigher than our properties,which may result in their owners being willing to make space available at lower prices than the space in our properties,particula
166、rlyif there is an oversupply of space available in the market.Competition for tenants could have an adverse effect on our ability to lease our properties and on therents that we may charge or concessions that we must grant.If our competitors adversely impact our ability to lease our properties,our c
167、ash flows andoperating results may suffer.Our ability to realize our strategies and capitalize on our competitive strengths are dependent on the ability of our operating entities to effectivelyoperate our large group of commercial properties,maintain good relationships with tenants,and remain well-c
168、apitalized,and our failure to do any of theforegoing would affect our ability to compete effectively in the markets in which we do business.Our insurance may not cover some potential losses or may not be obtainable at commercially reasonable rates,which could adversely affect ourfinancial condition
169、and results of operations.We maintain insurance on our properties in amounts and with deductibles that we believe are in line with what owners of similar properties carry;however,our insurance may not cover some potential losses or may not be obtainable at commercially reasonable rates in the future
170、.There also are certain types of risks(such as war,environmental contamination such as toxic mold,and lease and other contract claims)which areeither uninsurable or not economically insurable.Should any uninsured or underinsured loss occur,we could lose our investment in,and anticipated profitsand c
171、ash flows from,one or more properties,and we would continue to be obligated to repay any recourse mortgage indebtedness on such properties.Possible terrorist activity could adversely affect our financial condition and results of operations and our insurance may not cover some lossesdue to terrorism
172、or may not be obtainable at commercially reasonable rates.Possible terrorist attacks in the markets where our properties are located may result in declining economic activity,which could reduce the demandfor space at our properties,reduce the value of our properties and could harm the demand for goo
173、ds and services offered by our tenants.Additionally,terrorist activities could directly affect the value of our properties through damage,destruction or loss.Our office portfolio isconcentrated in large metropolitan areas,some of which have been or may be perceived to be subject to terrorist attacks
174、.Many of our office properties consistof high-rise buildings,which may also be subject to this actual or perceived threat.Our insurance may not cover some losses due to terrorism or may not beobtainable at commercially reasonable rates.11 We are subject to risks relating to development and redevelop
175、ment projects.On a strategic and selective basis,we may develop and redevelop properties.The real estate development and redevelopment business involvessignificant risks that could adversely affect our business,financial condition and results of operations,including the following:we may not be able
176、to complete construction on schedule or within budget,resulting in increased debt service expense and constructioncosts and delays in leasing the properties;we may not have sufficient capital to proceed with planned redevelopment or expansion activities;we may abandon redevelopment or expansion acti
177、vities already under way,which may result in additional cost recognition;we may not be able to obtain,or may experience delays in obtaining,all necessary zoning,land-use,building,occupancy and othergovernmental permits and authorizations;we may not be able to lease properties at all or on favorable
178、terms,or occupancy rates and rents at a completed project might not meetprojections and,therefore,the project might not be profitable;construction costs,total investment amounts and our share of remaining funding may exceed our estimates and projects may not becompleted and delivered as planned;and
179、upon completion of construction,we may not be able to obtain,or obtain on advantageous terms,permanent financing for activities that wehave financed through construction loans.We are subject to risks that affect the retail environment.We are subject to risks that affect the retail environment,includ
180、ing unemployment,weak income growth,lack of available consumer credit,industryslowdowns and plant closures,low consumer confidence,increased consumer debt,poor housing market conditions,adverse weather conditions,naturaldisasters and the need to pay down existing obligations.All of these factors cou
181、ld negatively affect consumer spending and adversely affect the sales of ourretail tenants.This could have an unfavorable effect on our operations and our ability to attract new retail tenants.In addition,our retail tenants face competition from retailers at other regional malls,outlet malls and oth
182、er discount shopping centers,discountshopping clubs,catalogue companies,and through internet sales and telemarketing.Competition of these types could reduce the percentage rent payable bycertain retail tenants and adversely affect our revenues and cash flows.Additionally,our retail tenants are depen
183、dent on perceptions by retailers and shoppersof the safety,convenience and attractiveness of our retail properties.If retailers and shoppers perceive competing properties and other retailing options such asthe internet to be more convenient or of a higher quality,our revenues may be adversely affect
184、ed.Some of our retail lease agreements include a co-tenancy provision which allows the mall tenant to pay a reduced rent amount and,in certaininstances,terminate the lease,if we fail to maintain certain occupancy levels at the mall.In addition,certain of our tenants have the ability to terminate the
185、irleases prior to the lease expiration date if their sales do not meet agreed upon thresholds.Therefore,if occupancy,tenancy or sales fall below certain thresholds,rents we are entitled to receive from our retail tenants would be reduced and our ability to attract new tenants may be limited.The comp
186、utation of cost reimbursements from our retail tenants for common area maintenance,insurance and real estate taxes is complex andinvolves numerous judgments including interpretation of lease terms and other tenant lease provisions.Most tenants make monthly fixed payments of commonarea maintenance,in
187、surance,real estate taxes and other cost reimbursements and,after the end of the calendar year,we compute each tenants final costreimbursements and issue a bill or credit for the full amount,after considering amounts paid by the tenant during the year.The billed amounts could bedisputed by the tenan
188、t or become the subject of a tenant audit or even litigation.There can be no assurance that we will collect all or any portion of theseamounts.12 We are subject to risks associated with the multi-family residential industry.We are subject to risks associated with the multi-family residential industr
189、y,including the level of mortgage interest rates which may encouragetenants to purchase rather than lease and housing and governmental programs that provide assistance and rent subsidies to tenants.If the demand for multi-family properties is reduced,income generated from our multi-family residentia
190、l properties and the underlying value of such properties may be adverselyaffected.In addition,certain jurisdictions regulate the relationship of an owner and its residential tenants.Commonly,these laws require a written lease,goodcause for eviction,disclosure of fees,and notification to residents of
191、 changed land use,while prohibiting unreasonable rules,retaliatory evictions,andrestrictions on a residents choice of landlords.Apartment building owners have been the subject of lawsuits under various“Landlord and Tenant Acts”andother general consumer protection statutes for coercive,abusive or unc
192、onscionable leasing and sales practices.If we become subject to litigation,the outcome ofany such proceedings may materially adversely affect us and may continue for long periods of time.A few jurisdictions may offer more significant protectionto residential tenants.In addition to state or provincia
193、l regulation of the landlord-tenant relationship,numerous towns and municipalities impose rent control onapartment buildings.The imposition of rent control on our multi-family residential units could have a materially adverse effect on our results of operations.If we are unable to recover from a bus
194、iness disruption on a timely basis our financial condition and results of operations could be adverselyaffected.Our business is vulnerable to damages from any number of sources,including computer viruses,unauthorized access,energy blackouts,naturaldisasters,terrorism,war and telecommunication failur
195、es.Any system failure or accident that causes interruptions in our operations could result in a materialdisruption to our business.If we are unable to recover from a business disruption on a timely basis,our financial condition and results of operations would beadversely affected.We may also incur a
196、dditional costs to remedy damages caused by such disruptions.Because certain of our assets are illiquid,we may not be able to sell these assets when appropriate or when desired.Large commercial properties like the ones that we own can be hard to sell,especially if local market conditions are poor.Su
197、ch illiquidity could limitour ability to diversify our assets promptly in response to changing economic or investment conditions.Additionally,financial difficulties of other property owners resulting in distressed sales could depress real estate values in the markets in which weoperate in times of i
198、lliquidity.These restrictions reduce our ability to respond to changes in the performance of our assets and could adversely affect ourfinancial condition and results of operations.We face risks associated with property acquisitions.Competition from other well-capitalized real estate investors,includ
199、ing both publicly traded real estate investment trusts and institutional investmentfunds,may significantly increase the purchase price of,or prevent us from acquiring,a desired property.Acquisition agreements will typically containconditions to closing,including completion of due diligence to our sa
200、tisfaction or other conditions that are not within our control,which may not be satisfied.Acquired properties may be located in new markets where we may have limited knowledge and understanding of the local economy,an absence of businessrelationships in the area or unfamiliarity with local governmen
201、t and applicable laws and regulations.We may be unable to finance acquisitions on favorableterms or newly acquired properties may fail to perform as expected.We may underestimate the costs necessary to bring an acquired property up to standardsestablished for its intended market position or we may b
202、e unable to quickly and efficiently integrate new acquisitions into our existing operations.We may alsoacquire properties subject to liabilities and without any recourse,or with only limited recourse,with respect to unknown liabilities.Each of these factors couldhave an adverse effect on our results
203、 of operations and financial condition.We do not control certain of our operating entities,including General Growth Properties,Inc.,or GGP,and Canary Wharf Group plc,or CanaryWharf,and therefore we may not be able to realize some or all of the benefits that we expect to realize from those entities.W
204、e do not have control of certain of our operating entities,including GGP and Canary Wharf.Our interests in those entities subject us to theoperating and financial risks of their businesses,the risk that the relevant company may make business,financial or management decisions that we do notagree with
205、,and the risk that we may have differing objectives than the entities in which we have interests.Because we do not have the ability to exercise controlover those entities,we may not be able to realize some or all of the benefits that we expect to realize from those entities.For example,we may not be
206、 able to causesuch operating entities to make distributions to us in the amount or at the time that we need or want such distributions.In addition,we rely on the internalcontrols and financial reporting controls of the public companies in which we invest and the failure of such companies to maintain
207、 effective controls orcomply with applicable standards may adversely affect us.13 We do not have sole control over the properties that we own with co-venturers,partners,fund investors or co-tenants or over the revenues andcertain decisions associated with those properties,which may limit our flexibi
208、lity with respect to these investments.We participate in joint ventures,partnerships,funds and co-tenancies affecting many of our properties.Such investments involve risks not presentwere a third party not involved,including the possibility that our co-venturers,partners,fund investors or co-tenants
209、 might become bankrupt or otherwise failto fund their share of required capital contributions.The bankruptcy of one of our co-venturers,partners,fund investors or co-tenants could materially andadversely affect the relevant property or properties.Pursuant to bankruptcy laws,we could be precluded fro
210、m taking some actions affecting the estate of theother investor without prior court approval which would,in most cases,entail prior notice to other parties and a hearing.At a minimum,the requirement toobtain court approval may delay the actions we would or might want to take.If the relevant joint ve
211、nture or other investment entity has incurred recourseobligations,the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than wouldotherwise be required.Additionally,our co-venturers,partners,fund investors or co-te
212、nants might at any time have economic or other business interests or goals which areinconsistent with those of our company,and we could become engaged in a dispute with any of them that might affect our ability to develop or operate aproperty.In addition,we do not have sole control of certain major
213、decisions relating to these properties,including decisions relating to:the sale of theproperties;refinancing;timing and amount of distributions of cash from such properties;and capital improvements.In some instances where we are the property manager for a joint venture,the joint venture retains join
214、t approval rights over various material matterssuch as the budget for the property,specific leases and our leasing plan.Moreover,in certain property management arrangements the other venturer canterminate the property management agreement in limited circumstances relating to enforcement of the prope
215、rty managers obligations.In addition,the sale ortransfer of interests in some of our joint ventures and partnerships is subject to rights of first refusal or first offer and some joint venture and partnershipagreements provide for buy-sell or similar arrangements.Such rights may be triggered at a ti
216、me when we may not want to sell but we may be forced to do sobecause we may not have the financial resources at that time to purchase the other partys interest.Such rights may also inhibit our ability to sell an interest ina property or a joint venture or partnership within our desired time frame or
217、 on any other desired basis.We are subject to risks associated with commercial property loans.We have interests in loans or participations in loans,or securities whose underlying performance depends on loans made with respect to a variety ofcommercial real estate.Such interests are subject to normal
218、 credit risks as well as those generally not associated with traditional debt securities.The ability ofthe borrowers to repay the loans will typically depend upon the successful operation of the related real estate project and the availability of financing.Anyfactors which affect the ability of the
219、project to generate sufficient cash flow could have a material effect on the value of these interests.Such factors include,but are not limited to:the uncertainty of cash flow to meet fixed obligations;adverse changes in general and local economic conditions,including interest ratesand local market c
220、onditions;tenant credit risks;the unavailability of financing,which may make the operation,sale,or refinancing of a property difficult orunattractive;vacancy and occupancy rates;construction and operating costs;regulatory requirements,including zoning,rent control and real and personalproperty tax l
221、aws,rates and assessments;environmental concerns;project and borrower diversification;and uninsured losses.Security underlying suchinterests will generally be in a junior or subordinate position to senior financing.In certain circumstances,in order to protect our interest,we may decide torepay all o
222、r a portion of the senior indebtedness relating to the particular interests or to cure defaults with respect to such senior indebtedness.We invest in mezzanine debt,which can rank below other senior lenders.We invest in mezzanine debt interests in real estate companies and properties whose capital s
223、tructures have significant debt ranking ahead of ourinvestments.Our investments will not always benefit from the same or similar financial and other covenants as those enjoyed by the debt ranking ahead of ourinvestments or benefit from cross-default provisions.Moreover,it is likely that we will be r
224、estricted in the exercise of our rights in respect of our investmentsby the terms of subordination agreements with the debt ranking ahead of the mezzanine capital.Accordingly,we may not be able to take the steps necessary toprotect our investments in a timely manner or at all and there can be no ass
225、urance that the rate of return objectives of any particular investment will beachieved.To protect our original investment and to gain greater control over the underlying assets,we may elect to purchase the interest of a senior creditor ortake an equity interest in the underlying assets,which may req
226、uire additional investment requiring us to expend additional capital.14 We are subject to risks related to syndicating or selling participations in our interests.The strategy of the finance funds in which we have interests depends,in part,upon syndicating or selling participations in senior interest
227、s,eitherthrough capital markets collateralized debt obligation transactions or otherwise.If the finance funds cannot do so on terms that are favorable to us,we may notgenerate the returns we anticipate.We face risks relating to the legal aspects of mortgage loans and may be subject to liability as a
228、 lender.Certain interests acquired by us are subject to risks relating to the legal aspects of mortgage loans.Depending upon the applicable law governingmortgage loans(which laws may differ substantially),we may be adversely affected by the operation of law(including state or provincial law)with res
229、pect toour ability to foreclose mortgage loans,the borrowers right of redemption,the enforceability of assignments of rents,due on sale and acceleration clauses inloan instruments,as well as other creditors rights provided in such documents.In addition,we may be subject to liability as a lender with
230、 respect to ournegotiation,administration,collection and/or foreclosure of mortgage loans.As a lender,we may also be subject to penalties for violation of usury limitations,which penalties may be triggered by contracting for,charging or receiving usurious interest.Bankruptcy laws may delay our abili
231、ty to realize on our collateralor may adversely affect the priority thereof through doctrines such as equitable subordination or may result in a restructuring of the debt through principlessuch as the“cramdown”provisions of applicable bankruptcy laws.We have significant interests in public companies
232、,and changes in the market prices of the stock of such public companies,particularly duringtimes of increased market volatility,could have a negative impact on our financial condition and results of operations.We hold significant interests in public companies,and changes in the market prices of the
233、stock of such public companies could have a materialimpact on our financial condition and results of operations.Global securities markets have been highly volatile,and continued volatility may have a materialnegative impact on our consolidated financial position and results of operations.We have sig
234、nificant interests in Brookfield-sponsored real estate funds,and poor investment returns in these funds could have a negative impacton our financial condition and results of operations.We have,and expect to continue to have in the future,significant interests in Brookfield-sponsored real estate fund
235、s,and poor investment returns inthese funds,due to either market conditions or underperformance(relative to their competitors or to benchmarks),would negatively affect our financialcondition and results of operations.In addition,interests in such funds are subject to the risks inherent in the owners
236、hip and operation of real estate and realestate-related businesses and assets generally.Our ownership of underperforming real estate properties involves significant risks and potential additional liabilities.We hold interests in certain real estate properties with weak financial conditions,poor oper
237、ating results,substantial financial needs,negative networth or special competitive problems,or that are over-leveraged.Our ownership of underperforming real estate properties involves significant risks andpotential additional liabilities.Our exposure to such underperforming properties may be substan
238、tial in relation to the market for those interests and distressedassets may be illiquid and difficult to sell or transfer.As a result,it may take a number of years for the fair value of such interests to ultimately reflect theirintrinsic value as perceived by us.We face risks relating to the jurisdi
239、ctions of our operations.We own and operate commercial properties in a number of jurisdictions,including but not limited to North America,Europe,Australia and Brazil.Our operations are subject to significant political,economic and financial risks,which vary by jurisdiction,and may include:changes in
240、 government policies or personnel;restrictions on currency transfer or convertibility;changes in labor relations;15 political instability and civil unrest;fluctuations in foreign exchange rates;challenges of complying with a wide variety of foreign laws including corporate governance,operations,taxe
241、s and litigation;differing lending practices;differences in cultures;changes in applicable laws and regulations that affect foreign operations;difficulties in managing international operations;obstacles to the repatriation of earnings and cash;and breach or repudiation of important contractual under
242、takings by governmental entities and expropriation and confiscation of assets andfacilities for less than fair market value.We are subject to possible environmental liabilities and other possible liabilities.As an owner and manager of real property,we are subject to various laws relating to environm
243、ental matters.These laws could hold us liable for thecosts of removal and remediation of certain hazardous substances or wastes released or deposited on or in our properties or disposed of at other locations.These costs could be significant and would reduce cash available for our business.The failur
244、e to remove or remediate such substances could adversely affectour ability to sell our properties or our ability to borrow using real estate as collateral,and could potentially result in claims or other proceedings against us.Environmental laws and regulations can change rapidly and we may become su
245、bject to more stringent environmental laws and regulations in the future.Compliance with more stringent environmental laws and regulations could have an adverse effect on our business,financial condition or results of operations.Regulations under building codes and human rights codes generally requi
246、re that public buildings be made accessible to disabled persons.Non-compliance could result in the imposition of fines by the government or the award of damages to private litigants.If we are required to make substantialalterations or capital expenditures to one or more of our properties,it could ad
247、versely affect our financial condition and results of operations.We may also incur significant costs complying with other regulations.Our properties are subject to various federal,state,provincial and localregulatory requirements,such as state,provincial and local fire and life safety requirements.I
248、f we fail to comply with these requirements,we could incur finesor be subject to private damage awards.Existing requirements may change and compliance with future requirements may require significant unanticipatedexpenditures that may affect our cash flows and results from operations.We may suffer a
249、 significant loss resulting from fraud,other illegal acts and inadequate or failed internal processes or systems.We may suffer a significant loss resulting from fraud,other illegal acts and inadequate or failed internal processes or systems.We operate in differentmarkets and rely on our employees to
250、 follow our policies and processes as well as applicable laws in their activities.Risk of illegal acts or failed systems ismanaged through our infrastructure,controls,systems,policies and people,complemented by central groups focusing on enterprise-wide management ofspecific operational risks such a
251、s fraud,trading,outsourcing,and business disruption,as well as people and systems risks.Failure to manage these riskscould result in direct or indirect financial loss,reputational impact,regulatory censure or failure in the management of other risks such as credit or marketrisk.We may be subject to
252、litigation.In the ordinary course of our business,we may be subject to litigation from time to time.The outcome of any such proceedings may materiallyadversely affect us and may continue without resolution for long periods of time.Any litigation may consume substantial amounts of our managements tim
253、eand attention,and that time and the devotion of these resources to litigation may,at times,be disproportionate to the amounts at stake in the litigation.16 The acquisition,ownership and disposition of real property expose us to certain litigation risks which could result in losses,some of which may
254、 bematerial.Litigation may be commenced with respect to a property we have acquired in relation to activities that took place prior to our acquisition of suchproperty.In addition,at the time of disposition of an individual property,a potential buyer may claim that it should have been afforded the op
255、portunity topurchase the asset or alternatively that such buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating todisclosures made,if such buyer is passed over in favor of another as part of our efforts to maximize sale proceeds.Similarly,success
256、ful buyers may later sueus under various damage theories,including those sounding in tort,for losses associated with latent defects or other problems not uncovered in due diligence.We may also be exposed to litigation resulting from the activities of our tenants or their customers.We participate in
257、transactions and make tax calculations for which the ultimate tax determination may be uncertain.We participate in many transactions and make tax calculations during the course of our business for which the ultimate tax determination isuncertain.While we believe we maintain provisions for uncertain
258、tax positions that appropriately reflect our risk,these provisions are made using estimates ofthe amounts expected to be paid based on a qualitative assessment of several factors.It is possible that liabilities associated with one or more transactions mayexceed our provisions due to audits by,or lit
259、igation with,relevant taxing authorities which may materially affect our financial condition and results ofoperations.Risks Relating to Our Relationship with Brookfield Brookfield exercises substantial influence over us and we are highly dependent on the Service Providers.Brookfield is the sole shar
260、eholder of the BPY General Partner.As a result of its ownership of the BPY General Partner,Brookfield is able to controlthe appointment and removal of the BPY General Partners directors and,accordingly,exercise substantial influence over us.In addition,the ServiceProviders,wholly-owned subsidiaries
261、of Brookfield Asset Management,provide management services to us pursuant to our Master Services Agreement.Ourcompany and the Property Partnership do not currently have any senior management and will depend on the management and administration services providedby the Service Providers.Brookfield per
262、sonnel and support staff who provide services to us are not required to have as their primary responsibility themanagement and administration of our company or the Property Partnership or to work exclusively for either our company or the Property Partnership.Anyfailure to effectively manage our busi
263、ness or to implement our strategy could have a material adverse effect on our business,financial condition and results ofoperations.Brookfield has no obligation to source acquisition opportunities for us and we may not have access to all acquisitions of commercial propertiesthat Brookfield identifie
264、s.Our ability to grow will depend in part on Brookfield identifying and presenting us with acquisition opportunities.Pursuant to the RelationshipAgreement,Brookfield Asset Management has identified our company as the primary entity through which Brookfield Asset Management will own andoperate its co
265、mmercial property businesses on a global basis.However,Brookfield has no obligation to source acquisition opportunities specifically for us.Inaddition,Brookfield has not agreed to commit to us any minimum level of dedicated resources for the pursuit of acquisitions of commercial property otherthan a
266、s contemplated by our Master Services Agreement.There are a number of factors which could materially and adversely impact the extent to whichacquisition opportunities are made available to us by Brookfield.For example:Brookfield will only recommend acquisition opportunities that it believes are suit
267、able for us;the same professionals within Brookfields organization who are involved in acquisitions of commercial property have other responsibilitieswithin Brookfields broader asset management business.Limits on the availability of such individuals will likewise result in a limitationon the availab
268、ility of acquisition opportunities for us;Brookfield may consider certain assets or operations that have both infrastructure related characteristics and commercial property relatedcharacteristics to be infrastructure and not commercial property;Brookfield may not consider an acquisition of commercia
269、l property that comprises part of a broader enterprise to be suitable for us,unlessthe primary purpose of such acquisition,as determined by Brookfield acting in good faith,is to acquire the underlying commercialproperty;17 legal,regulatory,tax and other commercial considerations will be an important
270、 factor in determining whether an opportunity is suitable forus;and in addition to structural limitations,the determination of whether a particular acquisition is suitable for us is highly subjective and isdependent on a number of factors including our liquidity position at the time,the risk profile
271、 of the opportunity,its fit with the balance ofour business and other factors.The departure of some or all of Brookfields professionals could prevent us from achieving our objectives.We depend on the diligence,skill and business contacts of Brookfields professionals and the information and opportuni
272、ties they generate during thenormal course of their activities.Our success will depend on the continued service of these individuals,who are not obligated to remain employed withBrookfield.Brookfield has experienced departures of key professionals in the past and may do so in the future,and we canno
273、t predict the impact that anysuch departures will have on our ability to achieve our objectives.The departure of a significant number of Brookfields professionals for any reason,or thefailure to appoint qualified or effective successors in the event of such departures,could have a material adverse e
274、ffect on our ability to achieve our objectives.Our limited partnership agreement and our Master Services Agreement do not require Brookfield to maintain the employment of any of its professionals or tocause any particular professionals to provide services to us or on our behalf.The control of the BP
275、Y General Partner may be transferred to a third party without unitholder consent.The BPY General Partner may transfer its general partnership interest in our company to a third party,including in a merger or consolidation or in atransfer of all or substantially all of its assets,without the consent
276、of our unitholders.Furthermore,at any time,the sole shareholder of the BPY GeneralPartner may sell or transfer all or part of its shares in the BPY General Partner without the approval of our unitholders.If a new owner were to acquireownership of the BPY General Partner and to appoint new directors
277、or officers of its own choosing,it would be able to exercise substantial influence over ourpolicies and procedures and exercise substantial influence over our management,our distributions and the types of acquisitions that we make.Such changescould result in our companys capital being used to make a
278、cquisitions in which Brookfield has no involvement or which are substantially different from ourtargeted acquisitions.Additionally,we cannot predict with any certainty the effect that any transfer in the ownership of the BPY General Partner would have onthe trading price of our units or our ability
279、to raise capital or make investments in the future,because such matters would depend to a large extent on theidentity of the new owner and the new owners intentions with regards to us.As a result,the future of our company would be uncertain and our financialcondition and results of operations may su
280、ffer.Our Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any fiduciary duties to act in the bestinterests of our unitholders.Our Master Services Agreement and our other arrangements with Brookfield do not impose on Brookfield any duty(statutory or oth
281、erwise)to act inthe best interests of the Service Recipients,nor do they impose other duties that are fiduciary in nature.As a result,the BPY General Partner,a wholly-ownedsubsidiary of Brookfield Asset Management,in its capacity as our general partner,has the sole authority to enforce the terms of
282、such agreements and toconsent to any waiver,modification or amendment of their provisions,subject to approval by the independent directors in accordance with our conflictspolicy.The Bermuda Limited Partnership Act 1883,under which our company and the Property Partnership were established,does not im
283、pose statutoryfiduciary duties on a general partner of a limited partnership in the same manner that corporate statutes,such as the Canada Business Corporations Act,impose fiduciary duties on directors of a corporation.In general,under applicable Bermudian legislation,a general partner has certain l
284、imited duties to itslimited partners,such as the duty to render accounts,account for private profits and not compete with the partnership in business.In addition,Bermudacommon law recognizes that a general partner owes a duty of utmost good faith to its limited partners.These duties are,in most resp
285、ects,similar to dutiesimposed on a general partner of a limited partnership under U.S.and Canadian law.However,to the extent that the BPY General Partner owes any fiduciaryduties to our company and our unitholders,these duties have been modified pursuant to our limited partnership agreement as a mat
286、ter of contract law.We havebeen advised by counsel that such modifications are not prohibited under Bermuda law,subject to typical qualifications as to enforceability of contractualprovisions,such as the application of general equitable principles.This is similar to Delaware law which expressly perm
287、its modifications to the fiduciaryduties owed to partners,other than an implied contractual covenant of good faith and fair dealing.18 Our limited partnership agreement contains various provisions that modify the fiduciary duties that might otherwise be owed to our company andour unitholders,includi
288、ng when conflicts of interest arise.For example,the agreement provides that the BPY General Partner and its affiliates do not have anyobligation under our limited partnership agreement,or as a result of any duties stated or implied by law or equity,including fiduciary duties,to presentbusiness or in
289、vestment opportunities to our company,the Property Partnership,any Holding Entity or any other holding entity established by us.It alsoallows affiliates of the BPY General Partner to engage in activities that may compete with us or our activities.In addition,the agreement permits the BPYGeneral Part
290、ner to take into account the interests of third parties,including Brookfield,when resolving conflicts of interest.The agreement prohibits ourlimited partners from advancing claims that otherwise might raise issues as to compliance with fiduciary duties or applicable law.These modifications to thefid
291、uciary duties are detrimental to our unitholders because they restrict the remedies available for actions that might otherwise constitute a breach of fiduciaryduty and permit conflicts of interest to be resolved in a manner that is not in the best interests of our company or the best interests of ou
292、r unitholders.SeeItem 7.B.“Major Shareholders and Related Party Transactions Related Party Transactions Relationship with Brookfield Conflicts of Interest andFiduciary Duties”.Our organizational and ownership structure,as well as our contractual arrangements with Brookfield,may create significant co
293、nflicts of interestthat may be resolved in a manner that is not in the best interests of our company or the best interests of our unitholders.Our organizational and ownership structure involves a number of relationships that may give rise to conflicts of interest between us and ourunitholders,on the
294、 one hand,and Brookfield,on the other hand.In certain instances,the interests of Brookfield may differ from the interests of our companyand our unitholders,including with respect to the types of acquisitions made,the timing and amount of distributions by us,the reinvestment of returnsgenerated by ou
295、r operations,the use of leverage when making acquisitions and the appointment of outside advisors and Service Providers,including as aresult of the reasons described under Item 7.B.“Major Shareholders and Related Party Transactions Related Party Transactions Relationship withBrookfield”.In addition,
296、the Service Providers,affiliates of Brookfield,provide management services to us pursuant to our Master Services Agreement.Pursuantto our Master Services Agreement,we pay a base management fee to the Service Providers equal to$12.5 million per quarter(subject to an annual escalationby a specified in
297、flation factor beginning on January 1,2014).Additionally,the Property Partnership pays a quarterly equity enhancement distribution toProperty Special LP of 0.3125%of the amount by which the companys total capitalization value at the end of each quarter exceeds its total capitalization valuedetermine
298、d immediately following the spin-off,subject to certain adjustments.Property Special LP also receives incentive distributions based on an amount bywhich quarterly distributions on the limited partnership units of the Property Partnership exceed specified target levels as set forth in the Property Pa
299、rtnershipslimited partnership agreement.For a further explanation of the equity enhancement and incentive distributions,together with examples of how such amountsare calculated,see Item 10.B.“Additional Information Memorandum and Articles of Association Description of the Property Partnership Limite
300、dPartnership Agreement Distributions”.This relationship may give rise to conflicts of interest between us and our unitholders,on the one hand,andBrookfield,on the other,as Brookfields interests may differ from the interests of our company and our unitholders.The BPY General Partner,the sole sharehol
301、der of which is Brookfield,has sole authority to determine whether our company will make distributionsand the amount and timing of these distributions.The arrangements we have with Brookfield may create an incentive for Brookfield to take actions whichwould have the effect of increasing distribution
302、s and fees payable to it,which may be to the detriment of our company and our unitholders.For example,because the equity enhancement distribution is calculated based on our companys total capitalization,it may create an incentive for Brookfield to increase ormaintain our companys total capitalizatio
303、n over the near-term when other actions may be more favorable to our company or our unitholders.Similarly,Brookfield may take actions to increase our distributions in order to ensure Brookfield is paid incentive distributions in the near-term when other investmentsor actions may be more favorable to
304、 our company or our unitholders.Also,through Brookfields ownership of our units and the Redemption-Exchange Unitsof the Property Partnership,it has an effective economic interest in our business of approximately 72%as of the date of this Form 20-F and therefore may beincented to increase distributio
305、ns payable to unitholders and thereby to Brookfield.Finally,the management fee is payable to the Service Providers,which arecontrolled by Brookfield,irrespective of our actual performance.Our arrangements with Brookfield were effectively determined by Brookfield in the context of the spin-off and ma
306、y contain terms that are lessfavorable than those which otherwise might have been obtained from unrelated parties.The terms of our arrangements with Brookfield were effectively determined by Brookfield in the context of the spin-off.These terms,including termsrelating to compensation,contractual or
307、fiduciary duties,conflicts of interest and Brookfields ability to engage in outside activities,including activities thatcompete with us,our activities and limitations on liability and indemnification,may be less favorable than those which otherwise might have resulted if thenegotiations had involved
308、 unrelated parties.The transfer agreements under which our assets and operations were acquired from Brookfield do not containrepresentations and warranties or indemnities relating to the underlying assets and operations.Under our limited partnership agreement,persons who acquireour units and their t
309、ransferees will be deemed to have agreed that none of those arrangements constitutes a breach of any duty that may be owed to them underour limited partnership agreement or any duty stated or implied by law or equity.19 The BPY General Partner may be unable or unwilling to terminate our Master Servi
310、ces Agreement.Our Master Services Agreement provides that the Service Recipients may terminate the agreement only if:(i)any of the Service Providers defaults inthe performance or observance of any material term,condition or covenant contained in the agreement in a manner that results in material har
311、m to the ServiceRecipients and the default continues unremedied for a period of 60 days after written notice of the breach is given to such Service Provider;(ii)any of theService Providers engages in any act of fraud,misappropriation of funds or embezzlement against any Service Recipient that result
312、s in material harm to theService Recipients;(iii)any of the Service Providers is grossly negligent in the performance of its obligations under the Master Services Agreement and suchgross negligence results in material harm to the Service Recipients;or(iv)upon the happening of certain events relating
313、 to the bankruptcy or insolvency of eachof the Service Providers.The BPY General Partner cannot terminate the agreement for any other reason,including if any of the Service Providers or Brookfieldexperiences a change of control,and there is no fixed term to the agreement.In addition,because the BPY
314、General Partner is a wholly-owned subsidiary ofBrookfield Asset Management,it may be unwilling to terminate our Master Services Agreement,even in the case of a default.If the Service Providersperformance does not meet the expectations of investors,and the BPY General Partner is unable or unwilling t
315、o terminate our Master Services Agreement,themarket price of our units could suffer.Furthermore,the termination of our Master Services Agreement would terminate our companys rights under theRelationship Agreement and the licensing agreement.See“Relationship Agreement”and“Licensing Agreement”under It
316、em 7.B.“Major Shareholders andRelated Party Transactions Related Party Transactions Relationship with Brookfield”.The liability of the Service Providers is limited under our arrangements with them and we have agreed to indemnify the Service Providers againstclaims that they may face in connection wi
317、th such arrangements,which may lead them to assume greater risks when making decisions relating tous than they otherwise would if acting solely for their own account.Under our Master Services Agreement,the Service Providers have not assumed any responsibility other than to provide or arrange for the
318、 provisionof the services described in our Master Services Agreement in good faith and will not be responsible for any action that the BPY General Partner takes infollowing or declining to follow their advice or recommendations.In addition,under our limited partnership agreement,the liability of the
319、 BPY General Partnerand its affiliates,including the Service Providers,is limited to the fullest extent permitted by law to conduct involving bad faith,fraud,gross negligence orwillful misconduct or,in the case of a criminal matter,action that was known to have been unlawful.The liability of the Ser
320、vice Providers under our MasterServices Agreement is similarly limited.In addition,we have agreed to indemnify the Service Providers to the fullest extent permitted by law from and againstany claims,liabilities,losses,damages,costs or expenses incurred by an indemnified person or threatened in conne
321、ction with our operations,investments andactivities or in respect of or arising from our Master Services Agreement or the services provided by the Service Providers,except to the extent that the claims,liabilities,losses,damages,costs or expenses are determined to have resulted from the conduct in r
322、espect of which such persons have liability as describedabove.These protections may result in the Service Providers tolerating greater risks when making decisions than otherwise would be the case,including whendetermining whether to use leverage in connection with acquisitions.The indemnification ar
323、rangements to which the Service Providers are parties may also giverise to legal claims for indemnification that are adverse to our company and our unitholders.Risks Relating to our Units The price of our units may fluctuate significantly and you could lose all or part of the value of your units.The
324、 market price of our units may fluctuate significantly and you could lose all or part of the value of your units.Factors that may cause the price ofour units to vary include:changes in our financial performance and prospects and Brookfields financial performance and prospects,or in the financial per
325、formanceand prospects of companies engaged in businesses that are similar to us or Brookfield;the termination of our Master Services Agreement or the departure of some or all of Brookfields professionals;changes in laws or regulations,or new interpretations or applications of laws and regulations,th
326、at are applicable to us;sales of our units by our unitholders,including by Brookfield and/or other significant holders of our units;general economic trends and other external factors,including those resulting from war,incidents of terrorism or responses to such events;20 speculation in the press or
327、investment community regarding us or Brookfield or factors or events that may directly or indirectly affect us orBrookfield;our ability to raise capital on favorable terms;and a loss of any major funding source.Securities markets in general have experienced extreme volatility that has often been unr
328、elated to the operating performance of particular companies orpartnerships.Any broad market fluctuations may adversely affect the trading price of our units.Our company may issue additional units in the future in lieu of incurring indebtedness which may dilute existing holders of our units or ourcom
329、pany may issue securities that have rights and privileges that are more favorable than the rights and privileges accorded to holders of ourunits.Our company may issue additional securities,including units and options,rights,warrants and appreciation rights relating to partnership securitiesfor any p
330、urpose and for such consideration and on such terms and conditions as the BPY General Partner may determine.The BPY General Partners boardof directors will be able to determine the class,designations,preferences,rights,powers and duties of any additional partnership securities,including anyrights to
331、 share in our companys profits,losses and distributions,any rights to receive partnership assets upon a dissolution or liquidation of our companyand any redemption,conversion and exchange rights.The BPY General Partner may use such authority to issue additional units,which would dilute existingholde
332、rs of our units,or to issue securities with rights and privileges that are more favorable than those of our units.You will not have any right to consent to orotherwise approve the issuance of any such securities or the terms on which any such securities may be issued.Future sales or issuances of our
333、 units in the public markets,or the perception of such sales,could depress the market price of our units.The sale or issuance of a substantial number of our units or other equity-related securities in the public markets,or the perception that such salescould occur,could depress the market price of our units and impair our ability to raise capital through the sale of additional equity securities.Al
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