SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 1)

Rouse Properties, Inc.

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

779287101

(CUSIP Number)

Joseph S. Freedman

Brookfield Asset Management, Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Telephone: (416) 956-5182

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Gregory B. Astrachan, Esq.

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

(212) 728−8000

March 8, 2012

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 9,019,367 shares of Common Stock, representing 25.37% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 9,019,367 shares of Common Stock, representing 25.37% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 9,019,367 shares of Common Stock, representing 25.37% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

*By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 9,019,367 shares of Common Stock, representing 25.37% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed to beneficially own the 13,342,983 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 37.53% of the shares of Common Stock. See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5.

SCHEDULE 13D

* See Item 5

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 1”) amends the Schedule 13D filed on January 23, 2012 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). This Amendment No. 1 relates to the common stock, par value $0.01 per shares (“Common Stock”), of Rouse Properties, Inc. a Delaware Corporation (the “Company”).

Item 2. Identity and Background

Item 2 of the Original Schedule 13D is hereby amended in its entirety as follows:

(a) This Schedule 13D is being filed by each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

(i) Brookfield Asset Management Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario;

(ii) Partners Limited (“Partners Limited”), a corporation formed under the laws of the Province of Ontario, that, collectively, with its shareholders, owns, directly or indirectly, exercises control or direction over, has contractual arrangements, such as options, to acquire or otherwise holds beneficial or economic interests in approximately 127 million Class A Limited Voting Shares, representing approximately 19% of the outstanding Class A Limited voting Shares of Brookfield on a fully diluted basis, and 85,120 Class B Limited Voting Shares, representing 100% of the Class B Limited Voting Shares of Brookfield;

(iii) Brookfield Holdings Canada Inc. (“BHC”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield;

(iv) Brookfield Private Funds Holdings Inc. (“Brookfield Holdings”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BHC;

(v) Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP (“BAM Canada”), a limited partnership formed under the laws of the Province of Manitoba, of which Brookfield Holdings is the sole general partner;

(vi) Brookfield US Holdings Inc. (“US Holdings”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield;

(vii) Brookfield US Corporation (“US Corp.”), a Delaware corporation and a wholly-owned subsidiary of US Holdings;

(viii) Brookfield REP GP Inc. (“BRGP”), a Delaware corporation, of which US Corp. is the sole shareholder;

(ix) Brookfield Retail Split LP (“Split LP”), a Delaware limited partnership, of which BRGP is the sole general partner;

(x) Brookfield Retail Holdings LLC (“BRH”), a Delaware limited liability corporation, of which BAM Canada is the sole managing member;

(xi) Brookfield Retail Holdings II LLC (“BRH II”), a Delaware limited liability company, of which BAM Canada is the sole managing member;

(xii) Brookfield Retail Holdings III LLC (“BRH III”), a Delaware limited liability company, of which BAM Canada is the sole managing member;

(xiii) Brookfield Retail Holdings IV-A LLC (“BRH IV-A”), a Delaware limited liability company, of which BAM Canada is the sole managing member;

(iv) Brookfield Retail Holdings IV-B LLC (“BRH IV-B”), a Delaware limited liability company, of which BAM Canada is the sole managing member;

(xv) Brookfield Retail Holdings IV-C LLC (“BRH IV-C”), a Delaware limited liability company, of which BAM Canada is the sole managing member;

(xvi) Brookfield Retail Holdings IV-D LLC (“BRH IV-D”), a Delaware limited liability company, of which BAM Canada is the sole managing member;

(xvii) Brookfield Retail Holdings V LP (“BRH V”), a Delaware limited partnership, of which BAM Canada is the sole general partner;

(xviii) Brookfield Retail Split II LLC (“BR Split II”), a Delaware limited liability company and indirect wholly-owned subsidiary of Brookfield of which BRGP is the sole manager;

(xix) Brookfield Retail Holdings VI LLC (“BRH VI”), a Delaware limited liability company and indirect wholly-owned subsidiary of Brookfield, of which BR Split II is the sole member and sole manager;

(xx) Brookfield Retail Holdings 1 Inc. (“Holdco 1”), a Maryland corporation and investment holding company of which the Investment Vehicles (as defined below) are the only shareholders; and

(xxi) Brookfield Retail Holdings R 2 Inc. (“Holdco 2”), a Maryland corporation and investment holding company of which BRH VI is the sole shareholder.

Schedule I hereto, with respect to Brookfield, Schedule II hereto, with respect to Partners Limited, Schedule III hereto, with respect to BHC, Schedule IV hereto, with respect to Brookfield Holdings, Schedule V hereto with respect to US Holdings, Schedule VI hereto with respect to US Corp., Schedule VII hereto with respect to BRGP, Schedule VIII hereto with respect to BRH, Schedule IX hereto with respect to BRH II, Schedule X hereto with respect to BRH III, Schedule XI hereto with respect to BRH IV-A, Schedule XII hereto with respect to BRH IV-B, Schedule XIII hereto with respect to BRH IV-C, Schedule XIV hereto with respect to BRH IV-D, Schedule XV hereto with respect to BRH V, Schedule XVI hereto with respect to BR Split II, Schedule XVII hereto with respect to BRH VI, Schedule XVIII with respect to Holdco 1 and Schedule XIX with respect to Holdco 2 set forth lists of all of the directors and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each such Reporting Person.

(b) The principal business address of each of Brookfield, Partners Limited and BHC is 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. The principal address of each of Brookfield Holdings, BAM Canada, US Holdings, US Corp., BRGP, Split LP, BR Split II, BRH, BRH II, BRH III, BRH IV-A, BRH IV-B, BRH IV-C, BRH IV-D, BRH V, BRH VI, Holdco 1 and Holdco 2 is Three World Financial Center, 200 Vesey Street, New York, NY 10281-1021. Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X, Schedule XI, Schedule XII, Schedule XIII, Schedule XIV, Schedule XV, Schedule XVI, Schedule XVII, Schedule XVIII and Schedule XIX hereto sets forth the principal business address of each Scheduled Person.

(c) The principal business of Brookfield is to invest and operate businesses in the real estate, power generation and infrastructure sectors. The principal business of each of Partners Limited, BHC, Brookfield Holdings, US Holdings, US Corp., is to serve as an investment holding company. The principal business purpose of Holdco 1 is to serve as a holding company for the shares of Common Stock contributed by the Investment Vehicles. The principal business purpose of Holdco 2 is to serve as a holding company for the shares of Common Stock contributed by BRH VI. The principal business of BRGP is to serve as general partner of Split LP. The principal business of Split LP is to make certain investments including investments in the Company. The principal business of BR Split II is to make certain investments including investments in the Company. The principal business of BAM Canada is to serve as investment manager, managing member or general partner, as applicable, for a variety of certain private investment vehicles, including each of the Investment Vehicles (as defined below). The principal activity of each of BRH, BRH II, BRH III, BRH IV-A, BRH IV-B, BRH IV-C, BRH IV-D and BRH V (each, an “Investment Vehicle”) is to serve as a special purpose entity for the purpose of making certain investments, including investments in the Company. The principal activity of BRH VI is to serve as a special purpose entity for the purpose of making certain investments, including investments in the Company, Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X, Schedule XI, Schedule XII, Schedule XIII , Schedule XIV, Schedule XV, Schedule XVI, Schedule XVII, Schedule XVIII and Schedule XIX hereto set forth the principal occupation or employment of each Scheduled Person.

(d),(e) During the last five years, none of the Reporting Persons nor any of the Scheduled Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X, Schedule XI, Schedule XII, Schedule XIII, Schedule XIV, Schedule XV, Schedule XVI, Schedule XVII, Schedule XVIII and Schedule XIX hereto set forth the citizenships of each of the Scheduled Persons who is natural person.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended in its entirety as follows:

The shares of Common Stock reported herein by the Reporting Persons were received in connection with, (i) in the case of the Investment Vehicles, the Spin-off (defined in Item 4) and (ii) in the case of Holdco 1 and Holdco 2, the Contribution and Exchange Transaction (defined in Item 4). The Shares acquired by Holdco 1 and Holdco 2 in connection with the Contribution and Exchange Transaction were acquired in exchange for the issuance of common stock of Holdco 1 or Holdco 2, as applicable, and, in the case of Holdco 1, the Note (as defined in Item 4). The numbers of shares of Common Stock received in the Spin-off and the Contribution and Exchange Transaction by or on behalf of each Investment Vehicle, Holdco 1 and Holdco 2 are set forth below.

Item 4. Purpose of the Transaction

Item 4 of the Original Schedule 13D is hereby amended to include:

Contribution and Exchange

On March 8, 2012 , each Investment Vehicle contributed the shares of Common Stock directly beneficially owned by each such Investment Vehicle to Holdco 1, a holding company formed for the purpose of holding the shares of Common Stock owned by the Investment Vehicles, pursuant to separate but substantially similar subscription agreements, in the form attached as Exhibit 12 hereto (each, a “Subscription Agreement”).  In exchange for such contribution, each Investment Vehicle acquired (i) shares in Holdco 1 representing a proportionate interest in Holdco 1 equivalent to the number of shares of Common Stock held directly by each Investment Vehicle in the Company prior to the contribution and (ii) pursuant to a loan agreement, in the form attached as Exhibit 13 hereto (the “Loan Agreement”), a note, in the form attached as Exhibit 14 hereto (the “Note”) with Holdco 1 (the “Investment Vehicle Contribution and Exchange”). Following the Investment Vehicle Contribution and Exchange, Holdco 1 directly beneficially owned an aggregate of 9,019,367 shares of Common Stock. On the same date, BRH VI contributed 4,323,616 shares of Common Stock directly and beneficially owned by BRH VI to Holdco 2, a holding company formed for the purpose of holding the shares of Common Stock of BRH VI, pursuant to a Subscription Agreement.  In exchange for such contribution, BRH VI acquired shares in Holdco 2 representing all of the outstanding shares of capital stock of Holdco 2 (the “BRH VI Contribution and Exchange” and, together with the Investment Vehicle Contribution and Exchange, the “Contribution and Exchange Transaction”).  As a result of the Contribution and Exchange Transaction, the rights of each Investment Vehicle and BRH VI with respect to the shares of Common Stock directly held by them prior to the Contribution and Exchange Transaction did not change.

The summary contained herein of the Subscription Agreement, Loan Agreement and the Note are not intended to be complete and are qualified in their entirety by reference to the full text of the Subscription Agreement, a copy of which is filed as Exhibit 12 hereto, the Loan Agreement, a copy of which is filed as Exhibit 13 hereto and the Note, a copy of which is filed as Exhibit 14 hereto which are incorporated herein by reference.

Holdco 1 and Holdco 2 intend to review continuously their respective investments in the Company and the Company’s business affairs, financial position, capital needs and general industry and economic conditions and, as part of the their continuing evaluation of, and preservation of the value of their investment in the Common Stock of the Company, Holdco 1 and Holdco 2 may from time to time (i) engage in discussions with certain persons, including, without limitation, members of the Company’s board of directors, management or representatives of the Company, other shareholders of the Company and other relevant parties, concerning matters with respect to the their investment in the Common Stock, including, without limitation, the business, operations, governance, management, strategy and future plans of the Company and (ii) write letters to, and respond to inquiries from, various parties including, without limitation, members of the Company’s board of directors, management or representatives of the Company, other shareholders of the Company and other relevant parties regarding the Company’s affairs. Based on such review as well as general economic, market and industry conditions and prospects existing at the time, Holdco 1 and Holdco 2 may, from time to time (subject to any then existing legal or contractual limitations), determine to increase their respective ownership of Common Stock (including through the exercise of options to acquire shares of Common Stock, through open market purchases, in privately negotiated transactions, through a tender or exchange offer or a merger, reorganization or comparable transaction or otherwise), approve an extraordinary corporate transaction with regard to the Company or engage in any of the events set forth in subparagraphs (a)-(j) of Item 4 of the Schedule 13D. Alternatively, subject to market conditions, any legal or contractual limitations and other considerations, Holdco 1 and Holdco 2 may sell all or a portion of Common Stock owned by them in the open market, in privately negotiated transactions, through a public offering or otherwise, but, except as otherwise provided herein, Holdco 1 and Holdco 2 currently have no intention of selling any shares of Common Stock.

Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, Holdco 1 and Holdco 2 have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, although each reserves the right to develop such plans or proposals.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended in its entirety as follows:

(a)-(b) As of the close of business on March 8, 2012, the Investment Vehicles beneficially owned, and indirectly held through Holdco 1, the shares of Common Stock indicated on the following table or as described below. Each of the Investment Vehicles shares voting and investment power as indicated in the paragraphs below the table. All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on 35,546,639 shares of Common Stock reported by the Company outstanding as of January 23, 2012 following the Spin-off.

As of the close of business on March 8, 2012, BRH VI beneficially owned, and indirectly held through Holdco 2, 4,323,616 shares of Common Stock, representing approximately 12.16% of the shares of Common Stock. As a result of the Contribution and Exchange Transaction, Holdco 2 directly beneficially owns and holds such shares. As the manager of BRH VI, BR Split II may be deemed to beneficially own all of the shares of Common Stock held by BRH VI, consisting of 4,323,616 shares of Common Stock, representing approximately 12.16% of the shares of Common Stock.  As direct and indirect controlling persons of BR Split II, each of BRGP, US Corp., US Holdings, and Brookfield may be deemed to share with BR Split II beneficial ownership of such shares of Common Stock.

As managing member or general partner, as applicable, of each of the Investment Vehicles, BAM Canada may be deemed, subject to restrictions on its authority imposed by the Voting Agreement, to beneficially own all shares of Common Stock owned by each of the Investment Vehicles, consisting of 9,019,367 shares of Common Stock, collectively representing 25.37% of the Common Stock. As direct and indirect controlling persons of BAM Canada, each of Brookfield Holdings, BHC and Brookfield may be deemed to share with BAM Canada beneficial ownership of such shares of Common Stock.

Split LP is the non-managing member of BRH. By virtue of (i) its ability under the Operating Agreement of BRH to appoint and remove the board of directors of BRH and (ii) the ability of the board of directors of BRH to direct BAM Canada on behalf of BRH to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions with respect to, and material dispositions of, Common Stock by the Investment Vehicles), Split LP may be deemed to share voting and investment power with respect to the 9,019,367 shares of Common Stock owned by the Investment Vehicles, representing approximately 25.37% of the shares of the Common Stock. As direct and indirect controlling persons of Split LP, BRGP, US Holdings, US Corp. and Brookfield may be deemed to share with Split LP beneficial ownership of such shares of Common Stock.

None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock.

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Act and Rule 13d-5(b)(1) thereunder and each member of the “group” may be deemed to beneficially own all shares of Common Stock held by all members of the “group.” Accordingly, each of the Reporting Persons may be deemed to beneficially own 13,342,983 shares of Common Stock, constituting beneficial ownership of 37.53% of the shares of the Common Stock. Each of the Investment Vehicles expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock held by each of the other Investment Vehicles.

By virtue of (i) the ability of the Northern Trust Company, acting in its capacity as custodian for the Future Fund Board of Guardians (“Future Fund”) under the Operating Agreement of BRH II to appoint and remove the members of the board of directors of BRH II and (ii) the ability of the board of directors of BRH II to direct BAM Canada on behalf of BRH II to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions and material dispositions of Common Stock by the Investment Vehicles), Future Fund may be deemed to share voting and investment power over the Common Stock held by each of the Investment Vehicles. By virtue of (i) the ability of Stable Investment Corporation (“Stable”) and Best Investment Corporation (“Best” and, together with Stable, “SB”) (both subsidiaries of China Investment Corporation) under the Operating Agreement of BRH III to appoint and remove the members of the board of directors of BRH III and (ii) the ability of the board of directors of BRH III to direct BAM Canada on behalf of BRH III to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions and material dispositions of Common Stock by the Investment Vehicles), SB may be deemed to share voting and investment power over the Common Stock held by each of the Investment Vehicles. Additionally, by virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, Future Fund and/or SB may be deemed to be members of a “group” with the Reporting Persons. Neither Future Fund nor SB are Reporting Persons on this Schedule 13D, and any obligations either of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. To the extent that either Future Fund or SB beneficially owns shares of Common Stock that are not held by one of the Investment Vehicles, the Reporting Persons may be deemed to beneficially own any such shares of Common Stock, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.

(c) Other than the receipt of the shares of Common Stock in the Spin-off and the Contribution and Exchange Transaction described in Item 4, (i) none of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock since the date of the Original Schedule 13D and (ii) neither of Holdco 1 and Holdco 2 has effected any transaction in Common Stock during the past sixty (60) days.

(d) As described in Item 4, pursuant to the terms of the Operating Agreements, Brookfield (US) Investments Ltd., a Bermuda limited company and a wholly-owned subsidiary of Brookfield, holds a Class B interest in BRH II, BRH III, BRH IV-A, BRH IV-B, BRH IV-C and BRH IV-D, which entitles Brookfield (US) Investments Ltd. to receive a portion (up to 20%) of the aggregate investment proceeds distributed to non-managing members or limited partners, as applicable, of such Investment Vehicles. Pursuant to the terms of the BRH IV-B Agreement and the BRH IV-C Agreement (described in Item 6), BUSRH, as the holder of shares of Common Stock, has agreed to distribute to BRH IV-B and BRH IV-C, as applicable, any distributions or cash payments received by BUSRH with respect to the shares of Common Stock held by it.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended to include the following:

Item 4 and Item 5 of this Amendment No. 1 are hereby incorporated by reference.

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into an agreement on March 12, 2012, with respect to the joint filing of this Amendment No. 1 and any amendment or amendments hereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 15.

Item 7. Material To Be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended to include the following:

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

SCHEDULE XVIII

Brookfield Retail Holdings R 1 Inc.

SCHEDULE XIX

Brookfield Retail Holdings R 2 Inc.

EXHIBIT 12

[ ____________]

a Maryland corporation

Form of Subscription Agreement

for Voting Common Stock

This Subscription Agreement (this “Agreement”) is dated as of March 8, 2012, by and between [______], a Maryland corporation (the “Corporation”), and [____________], a [_______________] company (the “Subscriber”).

Whereas, in addition to the Note (as defined in that certain Loan Agreement between the Subscriber and the Corporation dated as of the date hereof) in partial consideration of the Contribution (as defined herein), and other good and valuable consideration, the Corporation desires to issue, and the Subscriber desires to subscribe for, [_______] shares of fully paid and non-assessable voting common stock, par value $0.01 per share, of the Corporation (each, a “Share” and collectively, the “Shares”).

Now, therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

“Agreement” has the meaning given to such term in the introductory paragraph.

“Contribution” has the meaning ascribed in Section 3.

“Charter” has the meaning set forth in Section 1.

“Commission” has the meaning ascribed in Section 4(a).

“Corporation” has the meaning ascribed in the introductory paragraph.

“Rouse Shares” means the [__________] shares of common stock of Rouse Properties, Inc. which are owned by the Subscriber immediately prior to the effectiveness of this Agreement.

“Rule 144” has the meaning ascribed in Section 4(b)(iii).

“Securities Act” has the meaning ascribed in Section 4(a).

“Shares” has the meaning ascribed in the recital.

“Subscriber” has the meaning ascribed in the introductory paragraph.

[The remainder of this page has been left blank intentionally.]

In witness whereof, the Corporation and the Subscriber have caused this Agreement to be executed as of the date first written above.

EXHIBIT 13

Form of Loan Agreement

This Loan Agreement (this “Agreement”) is dated as of March 8, 2012 by and between Brookfield Retail Holdings R 1 Inc., a Maryland corporation, having an office at c/o Brookfield Global Real Estate, Three World Financial Center, 200 Vesey Street, 11^th Floor, New York, New York, 10281-1021, as borrower (the “Borrower”), and [_____________], a [_____________] company, having an address at c/o Brookfield Global Real Estate, Three World Financial Center, 200 Vesey Street, 11^th Floor, New York, New York, 10281-1021, as lender (the “Lender”).

RECITALS

WHEREAS, in addition to the Shares (as defined in that certain Subscription Agreement between Borrower and Lender dated as of the date hereof (the “Subscription Agreement”)) that were issued to Lender in partial consideration of the Contribution (as defined in the Subscription Agreement), Lender has agreed to make a loan (the “Loan”), evidenced by a Promissory Note dated as of the date hereof (the “Note”);

NOW, THEREFORE, in consideration of the premises and to induce Lender to make the Loan and all other sums that may or shall become due under the Note, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby agrees with Lender as follows:

“Agreement” means this Loan Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Bankruptcy Code” means title 11 of the United States Code, as amended.

“Borrower” has the meaning set forth in the Preamble hereto.

“Business Day” means any day other than a Saturday, Sunday or day on which commercial banks are permitted to close in New York, NY.

“Code” means the Uniform Commercial Code from time to time in effect in the State of New York or the State of Maryland, as applicable.

“Consortium Loans” means those certain loans made to Borrower, evidenced by those certain Promissory Notes by Borrower in favor of each of the Consortium PIVs dated as of the date hereof.

“Consortium PIVs” means each of (i) Brookfield Retail Holdings LLC, (ii) Brookfield Retail Holdings II LLC, (iii) Brookfield Retail Holdings III LLC, (iv) Brookfield Retail Holdings IV-A LLC, (v) Brookfield Retail Holdings IV-B LLC, (vi) Brookfield Retail Holdings IV-C LLC, (vii) Brookfield Retail Holdings IV-D LLC, and (viii) Brookfield Retail Holdings V LP.

“Debt” means the Loan and all other sums that may or shall become due under this Agreement or the Note.

“Event of Default” means: (a) If Borrower fails to pay when due and payable or when declared due and payable all or any portion of the Debt (whether of principal, interest (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts) or fees and charges); (b) if Borrower fails to perform, keep, or observe, in any material respect, any term, provision, condition, covenant, or agreement contained in, or if there is a “default” or “event of default” under, this Agreement or the Note, provided, that, in the case of a failure to comply with any provision set forth herein or therein, such default shall remain unremedied for fifteen (15) days from the date upon which Borrower becomes aware or reasonably should have become aware of such default; (c) if any material portion of Borrower’s assets is attached, seized, subjected to a writ or distress warrant, levied upon, or comes into the possession of any third Person; (d) if: (i) Borrower shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Borrower shall make a general assignment for the benefit of its creditors; (ii) there shall be commenced against Borrower any case, proceeding or other action of a nature referred to in clause (i) above that (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains undismissed, undischarged or unbonded for a period of sixty (60) days; (iii) there shall be commenced against Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; (iv) Borrower shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; (e) if Borrower or any of its subsidiaries is enjoined, restrained, or in any way prevented by court order or other requirement of law from continuing to conduct all or any material part of its business affairs; or (f) if any material misstatement or material misrepresentation exists now or hereafter in any warranty, representation or statement made to Lender by Borrower, or any officer, employee, agent, or director of Borrower.

“Lender” has the meaning set forth in the Preamble hereto.

“Lien” means each and all of the following: (a) any lease or other right to use; (b) any assignment as security, conditional sale, grant in trust, lien, mortgage, pledge, security interest, title retention arrangement, other encumbrance, or other interest or right securing the payment of money or the performance of any other liability or obligation, whether voluntarily or involuntarily created and whether arising by agreement, document, or instrument, under any law, ordinance, regulation, or rule (federal, state, or local), or otherwise; and (c) any option, right of first refusal, or other interest or right.

“Loan” has the meaning ascribed to such term in the Recitals.

“Note” has the meaning ascribed to such term in the Recitals.

“Organizational Documents” means the Articles of Incorporation and Bylaws of Borrower, as amended from time to time, or other formation documents and all other agreements, certificates and other documents provided to and approved by Lender that govern the existence, operation and ownership of Borrower.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Special Damages” has the meaning set forth in Section 7(l)(iii) hereof.

“Subscription Agreement” has the meaning ascribed to such term in the Recitals.

The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

The word “including” when used in this Agreement shall be deemed to be followed by the words “but not limited to.”

Brookfield Global Real Estate

Three World Financial Center

200 Vesey Street, 11^th Floor

New York, NY 10281-1021

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any federal or state court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Borrower in the manner provided herein shall be deemed in every respect effective service of process upon Borrower in any such suit, action or proceeding in the State of New York. Borrower (i) shall give prompt notice to Lender of any changed address of its authorized agent hereunder, (ii) may at any time and from time to time designate a substitute authorized agent with an office in New York, New York or Maryland (which substitute agent and office shall be designated as the person and address for service of process), and (iii) shall promptly designate such a substitute if its authorized agent ceases to have an office in New York, New York or Maryland or is dissolved without leaving a successor.

[Signatures commence on the following page.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date set forth above.

EXHIBIT 14

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND NO INTEREST HEREIN MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

ANY TRANSFER OR OTHER USE OF THIS NOTE OR THE LOAN AGREEMENT FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL UNLESS THIS NOTE IS PRESENTED TO BORROWER (AS DEFINED BELOW) FOR REGISTRATION OF TRANSFER OR EXCHANGE ON THE BOOKS AND RECORDS OF BORROWER AND ANY NEW PROMISSORY NOTE IS REGISTERED IN THE NAME OF THE TRANSFEREE ON THE BOOKS AND RECORDS OF BORROWER.

THIS NOTE IS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). PLEASE CONTACT DAVID STALTER AT 212-417-2588 TO OBTAIN INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND YIELD TO MATURITY.

FORM OF PROMISSORY NOTE

This Promissory Note (this “Note”) is made as of March 8, 2012, by Brookfield Retail Holdings R 1 Inc., a Maryland corporation (“Borrower”), to[___________], a [___________] company (“Lender”).

I.

DEFINITIONS

Borrower agrees that, for the purposes of this Note, the following capitalized terms shall have the following respective meanings ascribed thereto. All other capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Loan Agreement (as hereinafter defined)

1.1 “Aggregate Accrual” shall have the meaning ascribed to such term in Section 2.1(c) hereof.

1.2 “Business Day” shall mean any day other than a Saturday, Sunday or day on which commercial banks are permitted to close in New York, NY.

1.3 “Default” shall have the meaning ascribed to such term in Section 4.1 hereof.

1.4 “Distributable Cash” shall mean all cash that Borrower reasonably determines is available to apply to the payment of this Note.

1.5 “Excess Interest” shall have the meaning ascribed in Section 5.7.

1.6 “Loan Agreement” shall mean that certain Loan Agreement dated as of the date hereof by Borrower, in favor of Lender, as modified or amended from time to time.

1.7 “Loan-to-Value Ratio” is computed by dividing (i) the Outstanding Principal Amount, all accrued interest and other amounts owing thereon and any other Debt of the Borrower (including its proportionate share of the Debt of any entity through which the Borrower directly or indirectly owns an investment, other than any indebtedness of Rouse or any of its subsidiaries (the “Outstanding Indebtedness”)), by (ii) the fair market value of the Borrower’s assets (including its proportionate share of the gross fair market value of all assets of any entity through which the Borrower directly or indirectly owns an investment, other than Rouse and its subsidiaries, but including the fair market value of Borrower’s Rouse Shares), as determined by the Lender, in its sole but good faith discretion.

1.8 “Maximum Accrual” shall have the meaning ascribed to such term in Section 2.1(c) hereof.

1.9 “Obligors” shall have the meaning ascribed in Section 5.6.

1.10 “Outstanding Principal Amount” shall mean the aggregate of all sums advanced by Lender to or for the benefit of Borrower pursuant to this Note and not repaid.

1.11 “Person” shall mean any individual, partnership (whether general or limited), limited liability company, corporation, trust, estate, association, nominee or other entity.

1.12 “Rouse” shall mean Rouse Properties, Inc.

1.13 “Rouse Shares” shall mean the common stock of Rouse owned by the Borrower.

II.

PAYMENT OF INTEREST AND PRINCIPAL

For value received, Borrower hereby promises to pay to the order of Lender in legal tender of the Principal Amount, together with interest as provided herein below, as follows:

2.1 Payment of Interest; Accrued and Compounding.

(a) Interest shall accrue and be paid at the Contract Interest Rate on the Outstanding Principal Amount annually on March 8 (each, an “Interest Payment Date”). Except as otherwise provided by Section 2.1(b) and Section 2.1(c) hereof, annual installments of interest (which shall include all PIK Interest (as defined in Section 2.1(b) below)) shall commence on the first anniversary of the date hereof and shall be paid on or before the day five (5) Business Days after the applicable Interest Payment Date thereafter until the termination of all obligations hereunder; provided that, notwithstanding any provision of this Note to the contrary, Borrower may pay any installment of interest hereunder in whole or in part at any time on or before the applicable due date, and any such amounts paid shall be applied toward interest that is due and payable as of the next applicable Interest Payment Date.

(b) In the event that Borrower fails to pay an annual installment of interest when due pursuant to Section 2.1(a), and subject to Section 2.1(c) hereof, accrued and unpaid interest shall automatically be paid in kind (“PIK Interest”) by adding such interest to the Outstanding Principal Amount of this Note on the date from which such annual installment of interest became due and payable, and all of such PIK Interest shall bear interest as provided herein to the same extent as the original principal balance hereof. Borrower shall make any amendment to this Note requested in writing by Lender to evidence such PIK Interest (it being understood that the lack of such an amendment shall in no way affect this Note being legal and valid evidence of any such PIK Interest and that any such amendments shall be for the sole benefit and convenience of Lender). All accrued interest (including PIK Interest) on this Note will become due and payable in cash on the Maturity Date.

(c) Notwithstanding anything herein or in any other document relating to this Note to the contrary, if this Note shall remain outstanding after the fifth (5^th) anniversary of the initial issuance thereof and the aggregate amount that would be includible in gross income of the Lender with respect to this Note (within the meaning of Section 163(i) of the Code) for periods ending on or before any Interest Payment Date that occurs after that fifth (5^th) anniversary (the “Aggregate Accrual”) would otherwise exceed an amount equal to the sum of (i) the aggregate amount of interest to be paid (within the meaning of Section 163(i) of the Code) under this Note on or before such Interest Payment Date, and (ii) the product of (A) the issue price (as defined in Section 1273(b) of the Code) of this Note and (B) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of the Note (such sum, the “Maximum Accrual”), then the Borrower shall prepay to the Lender on each applicable Interest Payment Date occurring after such fifth (5^th) anniversary that portion of the Outstanding Principal Amount of the Note necessary to prevent this Note from constituting an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, up to an amount equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual, and the amount of such payment shall be treated for U.S. federal income tax purposes as an amount of interest to be paid (within the meaning of Section 163(i)(2)(B)(i) of the Code) under this Note. This provision is intended to prevent this Note from being classified as an “applicable high yield discount obligation,” as defined in Section 163(i) of the Code, and shall be interpreted consistently therewith.

2.2 Prepayment. Borrower may prepay this Note in full or in part from time to time in an amount equal to or greater than One Hundred Thousand and No/100 Dollars ($100,000.00) (or, if lesser, the remaining Outstanding Principal Amount plus all accrued and unpaid interest) upon not less than five (5) calendar days’ prior notice to Lender (which notice may be oral, unless at the time such oral notice is made Lender requests such notice in writing). All pre-payments by Borrower shall be applied (i) first, toward payment of interest that has accrued on the Outstanding Principal Amount and that is due and payable, (ii) second, toward payment of interest that has accrued on the Outstanding Principal Amount that is not yet due, (iii) third, toward payment of all PIK Interest, if any, and (iv) last, toward payment of the Outstanding Principal Amount. In the event of any such prepayment, the annual installments of interest due under Section 2.1 hereof shall be adjusted as of the next day. Immediately upon any prepayment of this Note as set forth above, Lender shall surrender this Note to Borrower for cancellation (or appropriate notation on, or replacement of, the Note in the case of a partial prepayment of the Outstanding Principal Amount) or, if not surrendered, such notation shall be made in the books and records of Borrower and shall not be binding on Borrower.

2.3 Default Interest. Subsequent to a Default, the Outstanding Principal Amount and any accrued interest not paid when due shall bear interest at the Default Rate.

2.4 Principal and Interest at Maturity. The entire Outstanding Principal Amount and accrued and unpaid interest (which shall include the PIK Interest) thereon, and any and all other sums that are due and payable pursuant to the terms and provisions of the Note and the Loan Agreement shall be due and payable on the Maturity Date.

2.5 Calculation of Interest. All interest on this Note shall be calculated on the basis of a 365-day year and the actual number of days on which principal is outstanding. In computing interest on the Note, the first day of each period and the last day of such period shall be included (it being understood that no day shall be included in more than one period).

2.6 Application of Payments Prior to Default. Prior to the occurrence of a Default, except as otherwise provided by Section 2.2 hereof, all monies paid by Borrower to Lender shall be applied in the following order of priority: (i) first, toward payment of interest that has accrued on the Outstanding Principal Amount and that is due and payable, (ii) second, toward payment of interest that has accrued on the Outstanding Principal Amount that is not yet due, (iii) third, toward payment of all PIK Interest, if any, and (iv) last, toward payment of the Outstanding Principal Amount.

2.7 Payments after Default. All unpaid interest that has accrued on the Outstanding Principal Amount, whether prior or subsequent to the occurrence of the Default, shall be paid at the time of, and as a condition precedent to, the curing of the Default. While any Default exists, Lender is expressly authorized to apply payments made to it as it may elect against (a) any or all amounts, or portions thereof, then due and payable hereunder, (b) the Outstanding Principal Amount, or (c) any combination thereof.

2.8 Place of Payment. Payments and prepayments to be made under this Note are to be made in the manner designated by Lender.

2.9 Priority. Notwithstanding any other provision of this Note, Borrower may only pay dividends to its shareholders when the following conditions are met: (i) Borrower has paid all interest that has accrued on the Outstanding Principal Amount and that is due and payable; (ii) Borrower has paid all PIK Interest, if any; and (iii) the Loan-to-Value Ratio is less than or equal to 40%.

III.

REGISTRATION

This Note is issued in registered form as to both principal and interest and shall be initially registered on the books and records of Borrower in the name of Lender. All interest and principal payable hereunder shall be paid only to natural persons or legal entities in whose name this Note is registered at the time of payment. Transfers of this Note and rights to payment of principal and interest hereunder may be effected only upon surrender of this Note to Borrower and either the reissuance by Borrower of this Note to Lender’s assignee or the issuance by Borrower of a new Note to Lender’s assignee having the same terms and conditions as this Note. In order for any transfers of this Note to be effective, the change of registered ownership must be properly recorded on Borrower’s books and records. Promptly upon the surrender of this Note to Borrower, and subject to prior receipt by Borrower of evidence satisfactory to Borrower of the existence of an effective registration statement relating to the resale, transfer or other disposition of this Note under the Securities Act or an opinion of counsel reasonably satisfactory to Borrower that such registration is not required under the Securities Act, or under any applicable State or other securities laws or other applicable laws of similar import, Borrower shall reissue this Note or shall issue a new Note having the same terms and conditions as this Note in the name of any payee specified by the registered holder hereof, and Borrower shall promptly register such Note in the name of such payee. The registered holder of this Note shall not have the right to convert this Note to bearer form.

IV.

DEFAULTS AND REMEDIES

4.1 Occurrence of Default; Acceleration of Maturity Date. It is agreed that upon occurrence of any of the “Events of Default” under the Loan Agreement, then, at any time thereafter, at the election of the holder or holders hereof and without additional notice to Borrower, the principal sum remaining unpaid hereon, together with accrued interest thereon, shall become at once due and payable at the place of payment as aforesaid (a “Default”), and Lender may proceed to exercise any rights and remedies available to Lender under the Loan Agreement, and to exercise any other rights and remedies against Borrower or with respect to this Note that Lender may have at law, in equity or otherwise.

4.2 Nature of Remedies. The remedies of Lender as provided herein or in the Loan Agreement, shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Lender, and may be exercised as often as occasion therefor shall arise. Failure of Lender, for any period of time or on more than one occasion, to exercise its option to accelerate the Maturity Date of this Note shall not constitute a waiver of the right to exercise the same at any time thereafter or in the event of any subsequent Default. No act of omission or commission of Lender, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same; any such waiver or release is to be effected only through a written document executed by Lender and then only to the extent specifically recited therein. A waiver or release in connection with any one event shall not be construed as a waiver or release of any subsequent event or as a bar to any subsequent exercise of Lender’s rights or remedies hereunder. Notice of the exercise of any right or remedy granted to Lender by this Note is not required to be given.

4.3 Payment of Attorneys’ Fees and Costs. If: (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) if an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Note; (c) if an attorney is retained to protect or enforce the Loan Agreement; or (d) if an attorney is retained to represent Lender in any other proceedings whatsoever in connection with this Note or the Loan Agreement or any property subject thereto, and if Lender prevails in any such enforcement action or proceeding, then Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses incurred in connection therewith, in addition to all other amounts due hereunder.

4.4 Late Charge. If any installment of interest is not paid when due, Borrower shall pay to Lender a late charge equal to the Default Rate of the amount so overdue in order to defray part of the expense incident to handling such delinquent payment or payments. Such late charge shall be in addition to and separate from any increase in interest due hereunder as a result of calculation of interest due hereunder at the Default Rate. The late charge set forth in this Section 4.4 shall not apply to any interest that is deferred or compounded as provided by this Note.

V.

OTHER GENERAL AGREEMENTS

5.1 Notices. Any notice that any party hereto may desire or may be required to give to any other party hereto shall be in writing, and shall be deemed given (a) if and when personally delivered, (b) upon receipt if sent by a nationally recognized overnight courier addressed to a party at its address set forth below, or (c) on the third (3^rd) Business Day after being deposited in United States registered or certified mail, postage prepaid, addressed to a party at its address set forth below, or at such other place as such party may have designated to all other parties by notice in writing in accordance herewith:

Except as otherwise specifically required herein, notice of the exercise of any right or option granted to Lender by this Note is not required to be given.

5.2 Governing Law and Other Agreements. This Note was negotiated in the State of New York, and made by Borrower and accepted by Lender in the State of New York, and the proceeds of the Notes were disbursed from the State of New York, which state the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects, including, without limiting the generality of the foregoing, matters of construction, validity and performance, this Note and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such state (without regard to principles of conflict laws) and any applicable law of the United States of America. To the fullest extent permitted by law, Borrower hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Note and the Loan Agreement, and this Note and the Loan Agreement shall be governed by and construed in accordance with the laws of the State of New York.

5.3 Jurisdiction; Service. Any legal suit, action or proceeding against Lender or Borrower arising out of or relating to this Agreement may at Lender’s option be instituted in any federal or state court in the City of New York, County of New York, and Borrower waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Borrower hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Borrower does hereby designate and appoint:

Brookfield Global Real Estate

Three World Financial Center

200 Vesey Street, 11^th Floor

New York, NY 10281-1021

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any federal or state court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Borrower in the manner provided herein shall be deemed in every respect effective service of process upon Borrower in any such suit, action or proceeding in the State of New York.

5.4 Counterparts. This Note may be executed in any number of counterparts and all the counterparts taken together shall be deemed to constitute one and the same instrument.

5.5 Interpretation. The headings of sections and paragraphs in this Note are for convenience only and shall not be construed in any way to limit or define the content, scope, or intent of the provisions hereof. As used in this Note, the singular shall include the plural, and masculine, feminine, and neuter pronouns shall be fully interchangeable, where the context so requires. The parties hereto intend and believe that each provision in this Note comports with all applicable law. However, if any provision in this Note is found by a court of law to be in violation of any applicable law, and if such court should declare such provision of this Note to be unlawful, void or unenforceable as written, then it is the intent of all parties to the fullest possible extent that it is legal, valid and enforceable, that the remainder of this Note shall be construed as if such unlawful, void or unenforceable provision were not contained therein, and that the rights, obligations and interests of Borrower and the holder hereof under the remainder of this Note shall continue in full force and effect; provided, however, that if any provision of this Note that is found to be in violation of any applicable law concerns the imposition of interest hereunder, the rights, obligations and interests of Borrower and Lender with respect to the imposition of interest hereunder shall be governed and controlled by the provisions of Section 4.4 hereof.

5.6 Waiver. Borrower and any and all others who are now or may become liable for all or part of the obligations of Borrower under this Note (collectively the “Obligors”) agree to be jointly and severally bound hereby and jointly and severally, to the extent permitted by law: (a) waive and renounce any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof; (b) except for any written notice required by the Loan Agreement, waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (c) except for any written notice required by the Loan Agreement, waive all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder; (d) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (e) agree that the liability of each of Obligors shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by Lender to any of them with respect hereto; (f) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions hereof, and to the release of any security at any time given for the payment hereof, or any part thereof, with or without substitution, and to the release of any person or entity liable for the payment hereof; and (g) consent to the addition of any and all other makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such obligors or security shall not affect the liability of any of Obligors for the payment hereof.

5.7 Excess Interest. It being the intention of Lender and Borrower to comply with the laws of the State of New York with regard to the rate of interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or the Loan Agreement, no such provision shall require the payment or permit the collection of any amount (the “Excess Interest”) in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note. If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event:

(a) the provisions of this paragraph shall govern and control;

(b) neither Borrower nor any of the other Obligors shall be obligated to pay any Excess Interest;

(c) any Excess Interest that Lender may have received hereunder shall, at the option of Lender, be (i) applied as a credit against the then Outstanding Principal Amount due under this Note, accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to the payor thereof, or (iii) any combination of the foregoing;

(d) the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable usury laws of the aforesaid State, and this Note and the Loan Agreement, shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and

(e) neither Borrower nor any of the other Obligors shall have any action or remedy against Lender for any damages whatsoever or any defense to enforcement of the Note or the Loan Agreement arising out of the payment or collection of any Excess Interest.

5.8 Successors, Lenders and Assigns. Upon any endorsement, assignment, or other transfer of this Note by Lender or by operation of law, the term “Lender,” as used herein, shall mean such endorsee, assignee, or other transferee or successor to Lender then becoming the holder of this Note. This Note shall inure to the benefit of Lender and its successors and assigns and shall be binding upon the undersigned and its successors and assigns. The terms “Borrower” and “Obligors,” as used herein, shall include the respective successors, assigns, legal and personal representatives, executors, administrators, devisees, legatees and heirs of Borrower and any other Obligors.

5.9 Term. The Term of this Note shall commence on the date hereof and end on the Maturity Date; provided, however, that the parties hereto may agree in writing prior to the Maturity Date to extend the Note on terms to be agreed upon at such time.

[REMAINDER OF PAGE INTENTIONALLY BLANK.]

IN WITNESS WHEREOF, Borrower has duly executed and delivered this Note as of the day and year first above written.

Exhibit 15

Joint Filing Agreement

THIS JOINT FILING AGREEMENT is entered into as of March 12, 2012, by and among the parties hereto.  The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Rouse Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.