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

the Property Partnership, income for Canadian federal income tax purposes will be imputed directly to theunitholder or to our company or the Property Partnership and allocated to the unitholder in accordance with therules in existing section 94.1 of the Tax Act as proposed to be amended. No assurance can be given that existingsection 94.1, as proposed to be amended, will not apply to a unitholder, our company or the Property Partnership.The rules in existing section 94.1 of the Tax Act are complex and investors should consult their own tax advisorsregarding the application of these rules to them in their particular circumstances.Our units may or may not continue to be “qualified investments” under the Tax Act for registered plans.Provided that our units are listed on a “designated stock exchange” as defined in the Tax Act (whichincludes the NYSE and the Toronto Stock Exchange, or TSX), our units will be “qualified investments” underthe Tax Act for a trust governed by a registered retirement saving plan, or RRSP, deferred profit sharing plan,registered retirement income fund, or RRIF, registered education saving plan, registered disability saving plan,and a tax-free savings account, or TFSA. However, there can be no assurance that our units will be listed orcontinue to be listed on a designated stock exchange. There can also be no assurance that tax laws relating toqualified investments will not be changed. Taxes may be imposed in respect of the acquisition or holding ofnon-qualified investments by such registered plans and certain other taxpayers and with respect to the acquisitionor holding of “prohibited investments” as defined in the Tax Act by a RRSP, RRIF or TFSA.Our units will not be a “prohibited investment” for a trust governed by a RRSP, RRIF or TFSA, providedthat the holder of the TFSA or the annuitant of the RRSP or RRIF, as the case may be, deals at arm’s length withour company for purposes of the Tax Act and does not have a “significant interest”, as defined in the Tax Act forpurposes of the prohibited investment rules, in our company or in a corporation, partnership or trust with whichwe do not deal at arm’s length for purposes of the Tax Act. Investors who hold their units in a RRSP, RRIF orTFSA should consult their own tax advisors to ensure that our units will not be “prohibited investments” in theirparticular circumstances.Unitholders who are not resident in Canada or deemed to be resident in Canada, or a non-Canadian limitedpartnership, may be subject to Canadian federal income tax with respect to any Canadian source businessincome earned by our company or the Property Partnership if our company or the Property Partnership wereconsidered to carry on business in Canada.If our company or the Property Partnership were considered to carry on a business in Canada for purposesof the Tax Act, non-Canadian limited partners would be subject to Canadian federal income tax on theirproportionate share of any Canadian source business income earned or considered to be earned by our company,subject to the potential application of the safe harbour rule in section 115.2 of the Tax Act, as proposed to beamended under proposed amendments to the Tax Act announced by the Minister on October 31, 2010, and anyrelief that may be provided by any relevant income tax treaty or convention.The BPY General Partner and the Property General Partner intend to manage the affairs of our companyand the Property Partnership, to the extent possible, so that they do not carry on business in Canada and are notconsidered or deemed to carry on business in Canada for purposes of the Tax Act. Nevertheless, because thedetermination of whether our company or the Property Partnership is carrying on business and, if so, whether thatbusiness is carried on in Canada, is a question of fact that is dependent upon the surrounding circumstances, theCRA might contend successfully that either or both of our company and the Property Partnership carries onbusiness in Canada for purposes of the Tax Act.If our company or the Property Partnership is considered to carry on business in Canada or is deemed tocarry on business in Canada for the purposes of the Tax Act, non-Canadian limited partners that are corporationswould be required to file a Canadian federal income tax return for each year in which they are a non-Canadianlimited partner regardless of whether relief from Canadian taxation is available under an applicable income taxtreaty or convention. Non-Canadian limited partners who are individuals would only be required to file a33