FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

7.B. RELATED PARTY TRANSACTIONSRELATIONSHIP WITH BROOKFIELDBrookfield Asset ManagementBrookfield Asset Management is a global alternative asset manager with approximately $150 billion inassets under management. It has over a 100-year history of owning and operating assets with a focus on property,renewable power, infrastructure and private equity. Brookfield has a range of public and private investmentproducts and services. Brookfield Asset Management is listed on the NYSE under the symbol “BAM”, on theTSX under the symbol “BAM.A” and on the NYSE Euronext under the symbol “BAMA”.Brookfield believes its operating experience is an essential differentiating factor in its past ability togenerate significant risk-adjusted returns. In addition, Brookfield has demonstrated particular expertise insourcing and executing large-scale transactions across a wide spectrum of real estate sectors and geographies.As a global alternative asset manager, Brookfield brings a strong and proven corporate platformsupporting legal, tax, operations oversight, investor reporting, portfolio administration and other client servicesfunctions. Brookfield’s management team is multi-disciplinary, comprising investment and operationsprofessionals, each with significant expertise in evaluating and executing investment opportunities and investingon behalf of itself and institutional investors.Following the spin-off, we will continue to be an affiliate of Brookfield and have a number of agreementsand arrangements with Brookfield.While we believe that our ongoing relationship with Brookfield provides us with a unique competitiveadvantage as well as access to opportunities that would otherwise not be available to us, we operate verydifferently from an independent, stand-alone entity. We describe below this relationship as well as potentialconflicts of interest (and the methods for resolving them) and other material considerations arising from ourrelationship with Brookfield.Relationship AgreementOur company, the Property Partnership, the Holding Entities, the Managers and Brookfield AssetManagement have entered into an agreement, referred to as the Relationship Agreement, that governs aspects ofthe relationship among them. Pursuant to the Relationship Agreement, Brookfield Asset Management has agreedthat we will serve as the primary entity through which acquisitions of commercial property will be made byBrookfield Asset Management and its affiliates on a global basis.In the commercial property industry, it is common for assets to be owned through consortiums andpartnerships of institutional equity investors and owner/operators such as ourselves. Accordingly, an integral partof our strategy is to pursue acquisitions through consortium arrangements with institutional investors, strategicpartners or financial sponsors and to form partnerships to pursue acquisitions on a specialized or global basis.Brookfield Asset Management has a strong track record of leading such consortiums and partnerships andactively managing underlying assets to improve performance. Brookfield has also established and manages anumber of private investment entities, managed accounts, joint ventures, consortiums, partnerships andinvestment funds whose investment objectives include the acquisition of commercial property and Brookfieldmay in the future establish similar funds. Nothing in the Relationship Agreement will limit or restrict Brookfieldfrom establishing or advising these or similar entities or limit or restrict any such entities from carrying out anyinvestment. Brookfield Asset Management has agreed that it will offer our company the opportunity to take upBrookfield’s share of any investment through these consortium arrangements or by one of these entities thatinvolves the acquisition of commercial property that is suitable for us, subject to certain limitations.123