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

BETWEEN:RECITALS:RELATIONSHIP AGREEMENTTHIS AGREEMENT made as of the day of , 2012.BROOKFIELD ASSET MANAGEMENT INC.(“Brookfield”), a corporation existing under the laws of theProvince of Ontario- and -BROOKFIELD PROPERTY PARTNERS L.P. (“BPY”), anexempted limited partnership existing under the laws of Bermuda- and -BROOKFIELD PROPERTY L.P. (the “PropertyPartnership”), an exempted limited partnership existing underthe laws of Bermuda- and -each of the Managers (as defined below)- and -each of the Holding Entities (as defined below)WHEREAS members of the BPY Group (as defined below) directly or indirectly hold interests in Commercial Property (asdefined below) and will directly or indirectly acquire, from time to time, interests in other Commercial Property;WHEREAS members of the BPY Group and members of the Brookfield Group (as defined below) have entered into a numberof agreements and arrangements in order to enable the BPY Group to be established and to directly or indirectly hold interests in, oroperate Commercial Property;WHEREAS Brookfield has entered into agreements and established protocols with certain of the Operating Entities (as definedbelow) to govern certain aspects of the relationship between them and members of the Brookfield Group (the “Operating EntityArrangements”); andWHEREAS BPY, the Property Partnership, the Holding Entities, the Managers and Brookfield wish to enter into thisAgreement to govern certain aspects of the relationship between them and other members of the BPY Group and the BrookfieldGroup.