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

availability of such individuals will likewise result in a limitation on the availability of acquisitionopportunities for us;• there may be circumstances where Brookfield will determine that an acquisition opportunity is notsuitable for us because of the fit with our acquisition strategy, limits arising due to regulatory or taxconsiderations, limits on our financial capacity or because of the immaturity of the target assets andBrookfield is entitled to pursue the acquisition on its own behalf rather than offering us theopportunity to make the acquisition;• where Brookfield has made an acquisition, it may transfer it to us at a later date after the assetshave been developed or we have obtained sufficient financing;• our relationship with Brookfield involves a number of arrangements pursuant to which Brookfieldprovides various services, access to financing arrangements and originates acquisitionopportunities, and circumstances may arise in which these arrangements will need to be amended ornew arrangements will need to be entered into;• as our arrangements with Brookfield were effectively determined by Brookfield in the context ofthe spin-off, they may contain terms that are less favorable than those which otherwise might havebeen negotiated between unrelated parties;• Brookfield is generally entitled to share in the returns generated by our operations, which couldcreate an incentive for it to assume greater risks when making decisions than it otherwise would inthe absence of such arrangements;• Brookfield is permitted to pursue other business activities and provide services to third parties thatcompete directly with our business and activities without providing us with an opportunity toparticipate, which could result in the allocation of Brookfield’s resources, personnel and acquisitionopportunities to others who compete with us;• Brookfield does not owe our company or our unitholders any fiduciary duties, which may limit ourrecourse against it; and• the liability of Brookfield and its directors is limited under our arrangements with them, and wehave agreed to indemnify Brookfield and its directors against claims, liabilities, losses, damages,costs or expenses which they may face in connection with those arrangements, which may leadthem to assume greater risks when making decisions than they otherwise would if such decisionswere being made solely for its own account, or may give rise to legal claims for indemnificationthat are adverse to the interests of our unitholders.With respect to transactions in which there is greater potential for a conflict of interest to arise, the BPYGeneral Partner may be required to seek the prior approval of its nominating and governance committee pursuantto a conflicts policy that has been approved by its nominating and governance committee. These transactionsinclude: (i) the dissolution of our partnership; (ii) any material amendment to our Master Services Agreement,our limited partnership agreement or the Property Partnership’s limited partnership agreement; (iii) any materialservice agreement or other arrangement pursuant to which Brookfield will be paid a fee, or other considerationother than any agreement or arrangement contemplated by our Master Services Agreement; (iv) co-investmentsby us with Brookfield; (v) acquisitions by us from, and dispositions by us to, Brookfield; (vi) any other materialtransaction involving us and Brookfield; and (vii) termination of, or any determinations regardingindemnification under, our Master Services Agreement. Pursuant to our conflicts policy, the BPY GeneralPartner’s nominating and governance committee may grant prior approvals for any of these transactions in theform of general guidelines, policies or procedures in which case no further special approval will be required in128