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

(c)(d)the amount and description of units held, acquired, or transferred for the beneficial owner; andspecific information including the dates of acquisitions and transfers, means of acquisitions andtransfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.Brokers and financial institutions are required to furnish additional information, including whether theyare U.S. persons and specific information on our units they acquire, hold, or transfer for their own account. Apenalty of $100 per failure, up to a maximum of $1,500,000 per calendar year, generally is imposed by the U.S.Internal Revenue Code for the failure to report such information to us. The nominee is required to supply thebeneficial owner of our units with the information furnished to us.New Legislation or Administrative or Judicial ActionThe U.S. federal income tax treatment of our unitholders depends, in some instances, on determinations offact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent orauthority may be available. You should be aware that the U.S. federal income tax rules, particularly those applicableto partnerships, are constantly under review (including currently) by the Congressional tax-writing committees andother persons involved in the legislative process, the IRS, the U.S. Treasury Department and the courts, frequentlyresulting in revised interpretations of established concepts, statutory changes, revisions to regulations and othermodifications and interpretations, any of which could adversely affect the value of our units and be effective on aretroactive basis. For example, changes to the U.S. federal tax laws and interpretations thereof could make it moredifficult or impossible for our company to be treated as a partnership that is not taxable as a corporation for U.S.federal income tax purposes, affect the tax considerations of owning our units, change the character or treatment ofportions of our company’s income (including, for example, the treatment of carried interest as ordinary incomerather than capital gain), and adversely affect an investment in our units. Such changes could also affect or cause ourcompany to change the way it conducts its activities, affect the tax considerations of an investment in our company,and otherwise change the character or treatment of portions of our company’s income (including changes thatrecharacterize certain allocations as potentially non-deductible fees).Our company’s organizational documents and agreements permit the BPY General Partner to modify ourlimited partnership agreement from time to time, without the consent of our unitholders, to elect to treat ourcompany as a corporation for U.S. federal tax purposes, or to address certain changes in U.S. federal income taxregulations, legislation or interpretation. In some circumstances, such revisions could have a material adverseimpact on some or all of our unitholders.THE FOREGOING DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFULTAX PLANNING. THE TAX MATTERS RELATING TO OUR COMPANY AND UNITHOLDERS ARECOMPLEX AND ARE SUBJECT TO VARYING INTERPRETATIONS. MOREOVER, THE EFFECTOF EXISTING INCOME TAX LAWS, THE MEANING AND IMPACT OF WHICH IS UNCERTAIN,AND OF PROPOSED CHANGES IN INCOME TAX LAWS WILL VARY WITH THE PARTICULARCIRCUMSTANCES OF EACH UNITHOLDER, AND IN REVIEWING THIS REGISTRATIONSTATEMENT THESE MATTERS SHOULD BE CONSIDERED. EACH UNITHOLDER SHOULDCONSULT AN INDEPENDENT TAX ADVISER WITH RESPECT TO THE U.S. FEDERAL, STATE,LOCAL, AND OTHER TAX CONSEQUENCES OF ANY INVESTMENT IN OUR UNITS.Canadian Federal Income Tax ConsiderationsThe following is a summary of the principal Canadian federal income tax consequences under the TaxAct of the receipt, holding and disposition of units in our company generally applicable to a holder who receivesunits in our company pursuant to the spin-off and who, for purposes of the Tax Act and at all relevant times,holds our units as capital property, deals at arm’s length with and is not affiliated with our company, the PropertyPartnership, the BPY General Partner, the Property General Partner, the Property GP LP and their respective177