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

share of the base management fee or any other management fees, may be treated as miscellaneous itemizeddeductions subject to the foregoing rule. Alternatively, it is possible that our company and the PropertyPartnership will be required to capitalize amounts paid in respect of certain management fees. Accordingly, ifyou are a non-corporate U.S. Holder, you should consult an independent tax adviser regarding the application ofthese limitations.Treatment of DistributionsDistributions of cash by our company generally will not be taxable to you to the extent of your adjustedtax basis (described above) in our units. Any cash distributions in excess of your adjusted tax basis generally willbe considered to be gain from the sale or exchange of our units (described below). Under current law, such gaingenerally would be treated as capital gain and would be long-term capital gain if your holding period for ourunits were to exceed one year. A reduction in your allocable share of our liabilities, and certain distributions ofmarketable securities by our company, would be treated similar to cash distributions for U.S. federal income taxpurposes.Sale or Exchange of Our UnitsYou will recognize gain or loss on the sale or taxable exchange of our units equal to the difference, if any,between the amount realized and your tax basis in our units sold or exchanged. Your amount realized will bemeasured by the sum of the cash or the fair market value of other property received plus your share of ourcompany’s liabilities, if any.Gain or loss recognized by you upon the sale or exchange of our units generally will be taxable as capitalgain or loss and will be long-term capital gain or loss if you held our units for more than one year as of the dateof such sale or exchange. Assuming you have not elected to treat your share of our company’s investment in anyPFIC as a “qualified electing fund”, gain attributable to such investment in a PFIC would be taxable in themanner described below in “—Passive Foreign Investment Companies”. In addition, certain gain attributable to“unrealized receivables” or “inventory items” could be characterized as ordinary income rather than capital gain.For example, if our company were to hold debt acquired at a market discount, accrued market discount on suchdebt would be treated as “unrealized receivables”. The deductibility of capital losses is subject to limitations.Each U.S. Holder who acquires our units at different times and intends to sell all or a portion of our unitswithin a year of the most recent purchase should consult an independent tax adviser regarding the application ofcertain “split holding period” rules to such sale and the treatment of any gain or loss as long-term or short-termcapital gain or loss.Foreign Tax Credit LimitationsIf you are a U.S. Holder, you generally will be entitled to a foreign tax credit with respect to yourallocable share of creditable foreign taxes paid on our company’s income and gain. Complex rules may,depending on your particular circumstances, limit the availability or use of foreign tax credits. Gain from the saleof our company’s investments may be treated as U.S.-source gain. Consequently, you may not be able to use theforeign tax credit arising from any foreign taxes imposed on such gain unless the credit can be applied (subject toapplicable limitations) against U.S. tax due on other income treated as derived from foreign sources. Certainlosses that our company incurs may be treated as foreign-source losses, which could reduce the amount offoreign tax credits otherwise available.Section 754 ElectionOur company and the Property Partnership each intend to make the election permitted by Section 754 ofthe U.S. Internal Revenue Code, or the Section 754 Election. The Section 754 Election is irrevocable without the166