SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Brookfield Property Partners L.P.

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

G16249107

(CUSIP Number)

Joseph S. Freedman

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Tel: (416) 956-5182

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 1, 2013

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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 purposes of Section 18 of the Securities Exchange Act of 1934 (the “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).

(Continued on following pages)

SCHEDULE 13D

CUSIP No. G16249107

1	Names of reporting persons BROOKFIELD ASSET MANAGEMENT INC.
2	Check the appropriate box if a member of a group (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     WC, AF
5	Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6	Citizenship or place of organization     CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     474,930,446*
		9	Sole dispositive power     0
		10	Shared dispositive power     474,930,446*
11	Aggregate amount beneficially owned by each reporting person     474,930,446*
12	Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13	Percent of class represented by amount in Row (11)     88.8%
14	Type of reporting person     CO

* This amount includes 432,584,829 redemption-exchange units of Brookfield Property L.P. See Item 5.

SCHEDULE 13D

CUSIP No. G16249107

1	Names of reporting persons PARTNERS LIMITED
2	Check the appropriate box if a member of a group (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     AF
5	Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6	Citizenship or place of organization     CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power     36,452
		8	Shared voting power     478,371,678*
		9	Sole dispositive power     36,452
		10	Shared dispositive power     478,371,678*
11	Aggregate amount beneficially owned by each reporting person     478,408,130*
12	Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13	Percent of class represented by amount in Row (11)     89.4%
14	Type of reporting person     CO

* This amount includes 432,584,829 redemption-exchange units of Brookfield Property L.P. See Item 5.

SCHEDULE 13D

CUSIP No. G16249107

1	Names of reporting persons PARTNERS VALUE FUND INC. (F.K.A. BAM INVESTMENTS CORP.)
2	Check the appropriate box if a member of a group (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     N/A
5	Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6	Citizenship or place of organization     ONTARIO
Number of shares beneficially owned by each reporting person with		7	Sole voting power     3,441,232
		8	Shared voting power     0
		9	Sole dispositive power     3,441,232
		10	Shared dispositive power     0
11	Aggregate amount beneficially owned by each reporting person     3,441,232
12	Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13	Percent of class represented by amount in Row (11)     0.6%
14	Type of reporting person     CO

SCHEDULE 13D

CUSIP No. G16249107

1	Names of reporting persons BROOKFIELD HOLDINGS CANADA INC.
2	Check the appropriate box if a member of a group (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     AF
5	Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6	Citizenship or place of organization     DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     471,991,610*
		9	Sole dispositive power     0
		10	Shared dispositive power     471,991,610*
11	Aggregate amount beneficially owned by each reporting person     471,991,610*
12	Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13	Percent of class represented by amount in Row (11)     88.2%
14	Type of reporting person     CO

* This amount includes 430,677,648 redemption-exchange units of Brookfield Property L.P. See Item 5.

SCHEDULE 13D

CUSIP No. G16249107

1	Names of reporting persons BROOKFIELD US HOLDINGS INC.
2	Check the appropriate box if a member of a group (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     AF
5	Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6	Citizenship or place of organization     DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     471,991,610*
		9	Sole dispositive power     0
		10	Shared dispositive power     471,991,610*
11	Aggregate amount beneficially owned by each reporting person     471,991,610*
12	Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13	Percent of class represented by amount in Row (11)     88.2%
14	Type of reporting person     CO

* This amount includes 430,677,648 redemption-exchange units of Brookfield Property L.P. See Item 5.

SCHEDULE 13D

CUSIP No. G16249107

1	Names of reporting persons BROOKFIELD US CORPORATION
2	Check the appropriate box if a member of a group (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     N/A
5	Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6	Citizenship or place of organization     DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     67,414,722*
		9	Sole dispositive power     0
		10	Shared dispositive power     67,414,722*
11	Aggregate amount beneficially owned by each reporting person     67,414,722*
12	Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13	Percent of class represented by amount in Row (11)     12.6%
14	Type of reporting person     CO

* This amount includes 26,100,760 redemption-exchange units of Brookfield Property L.P. See Item 5.

SCHEDULE 13D

CUSIP No. G16249107

1	Names of reporting persons BPY GP INC.
2	Check the appropriate box if a member of a group (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     N/A
5	Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6	Citizenship or place of organization     DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     353,321,950*
		9	Sole dispositive power     0
		10	Shared dispositive power     353,321,950*
11	Aggregate amount beneficially owned by each reporting person     353,321,950*
12	Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13	Percent of class represented by amount in Row (11)     66.0%
14	Type of reporting person     CO

* Represents redemption-exchange units of Brookfield Property L.P. See Item 5.

SCHEDULE 13D

CUSIP No. G16249107

1	Names of reporting persons BPY I L.P.
2	Check the appropriate box if a member of a group (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     N/A
5	Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6	Citizenship or place of organization     CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     174,702,050*
		9	Sole dispositive power     0
		10	Shared dispositive power     174,702,050*
11	Aggregate amount beneficially owned by each reporting person     174,702,050*
12	Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13	Percent of class represented by amount in Row (11)     32.6%
14	Type of reporting person     PN

* Represents redemption-exchange units of Brookfield Property L.P. See Item 5.

SCHEDULE 13D

CUSIP No. G16249107

1	Names of reporting persons BPY II L.P.
2	Check the appropriate box if a member of a group (a)  ¨        (b)  x
3	SEC use only
4	Source of funds     N/A
5	Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6	Citizenship or place of organization     CANADA
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     178,619,900*
		9	Sole dispositive power     0
		10	Shared dispositive power     178,619,900*
11	Aggregate amount beneficially owned by each reporting person     178,619,900*
12	Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13	Percent of class represented by amount in Row (11)     33.4%
14	Type of reporting person     PN

* Represents redemption-exchange units of Brookfield Property L.P. See Item 5.

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D is being filed to reflect the expected acquisition by Brookfield Asset Management Inc. (“BAM”) of redemption-exchange units of Property LP (as defined below) in connection with transactions by Brookfield Property Partners LP (“BPY”) and its affiliates to acquire additional interests of General Growth Properties, Inc. (“GGP”) and Rouse Properties, Inc. (“Rouse”). Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 1.

3. Source and Amount of Funds or Other Consideration.

Item 3 of this Schedule 13D is hereby supplemented as follows:

On November 1, 2013, BPY and its affiliates entered into agreements to acquire additional interests of GGP and Rouse from members of a consortium of investors and BAM (the “Consortium Liquidity Transactions”). An aggregate of 22,430,219 limited partnership units of BPY (“Units”) and 3,920,189 redemption-exchange units of Brookfield Property L.P. (“Property LP”) were issued on November 1, 2013, and an additional 47,335,149 redemption-exchange units will be issued on November 15, 2013. Of these, BAM, through its wholly-owned subsidiary Brookfield US Holdings Inc. (“BUSHI”), will receive an aggregate of 3,920,189 redemption-exchangeable units on November 4, 2013 and will receive an additional 47,335,149 redemption-exchange units on November 15, 2013. The redemption-exchange units can be redeemed for cash or, at the option of BPY, exchangeable for Units.

The purchase of these redemption-exchange units will be funded by (i) $76,110,475 of cash on hand from BAM, (ii) a promissory note in the amount of $329,000,000 owed by Brookfield BPY Retail Holdings I LLC, a subsidiary of BPY and (iii) common shares of Brookfield BPY Retail Holdings I LLC, which, together with the promissory note, have an aggregate value of $919,011,917. The promissory note will be issued to BUSHI in exchange for shares of GGP and Rouse and warrants to purchase shares of GGP, and will be assigned to Property LP as consideration of the purchase of the redemption-exchange units.

4. Purpose of Transaction.

Item 4 of this Schedule 13D is hereby supplemented as follows:

BAM is acquiring the redemption-exchange units for the purpose of increasing its investment in BPY and facilitating the acquisition by BPY and Property LP of interests in GGP and Rouse.

See also Item 3.

5. Interest in Securities of the Issuer.

Item 5(a)-(b) is hereby amended and replaced in its entirety as follows:

(a)-(b) After consummation of the Consortium Liquidity Transactions, Partners Value Fund Inc. (“Partners Value Fund” and formerly known as BAM Investments Corp.) may be deemed to be the beneficial owner of 3,441,232 Units and such Units represent approximately 4.3% of the issued and outstanding Units. After consummation of the Consortium Liquidity Transactions, BAM may be deemed to be the beneficial owner of 42,345,617 Units and Partners may be deemed to be the beneficial owner of 45,786,849 Units, and such Units constitute approximately 52.9% and 57.2%, respectively, of the issued and outstanding Units. In addition, BAM holds, directly and through BUSHI, BUSC, BPY I LP and BPY II LP, an aggregate of 381,330,097 redemption-exchange units of Property LP. Such redemption-exchange units held directly and indirectly by BAM represent 100% of the redemption-exchange units of Property LP and approximately 82.6% of the Units assuming that all of the redemption-exchange units of Property LP are exchanged for Units pursuant to the redemption-exchange mechanism. Assuming that all of the redemption-exchange units of Property LP are exchanged for Units pursuant to the redemption-exchange mechanism, after consummation of the Consortium Liquidity Transactions, BAM may be deemed to be the beneficial owner of 474,930,446 Units and Partners may be deemed to be the beneficial owner of 478,547,005 Units, and such Units would constitute approximately 88.8% and 89.4%, respectively, of the issued and outstanding Units. The redemption-exchange units of Property LP and the redemption-exchange mechanism are more fully described in BPY’s Annual Report on Form 20-F filed with the SEC on April 30, 2013. The Units deemed to be beneficially owned by BAM include 236,591 Units beneficially owned by BAM, 41,313,962 Units beneficially owned by BUSC, 720,064 Units beneficially owned by BPY LTIP (2013) Corp., a wholly-owned subsidiary of BAM, 75,000 Units beneficially owned by Brookfield Global Management Limited, a wholly-owned subsidiary of BAM, 1,906,781 redemption-exchange units beneficially owned by BAM, and 379,422,916 redemption-exchange units beneficially owned by BUSHI, BUSC, BPY I LP and BPY II LP. Partners Value Fund may be deemed to have the sole power to vote or direct the Units beneficially owned by it. The Units deemed to be beneficially owned

by Partners include 36,452 Units beneficially owned by Partners and the Units deemed to be beneficially owned by BAM and Partners Value Fund. Partners may be deemed to have shared power with BAM and Partners Value Fund to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units other than 36,452 Units with respect to which Partners has sole voting and investment power.

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

Item 6 of this Schedule 13D is hereby supplemented as follows:

BUSHI entered into a subscription agreement dated November 1, 2013 with Property LP for the purchase of 3,920,189 redemption-exchange units in exchange for cash in the amount of $76,110,475. BUSHI also entered into a subscription agreement dated November 1, 2013 with Property LP for the purchase of 47,335,149 redemption-exchange units in exchange for a promissory note in the amount of $329,000,000 and common shares of Brookfield BPY Retail Holdings I LLC, which, together with the promissory note, have an aggregate value of $919,011,917.

7. Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended to add the following exhibits:

Exhibit 3	Subscription Agreement, dated November 1, 2013, between Brookfield US Holdings Inc. and Brookfield Property L.P.
Exhibit 4	Subscription Agreement, dated November 1, 2013, between Brookfield US Holdings Inc. and Brookfield Property L.P.

SIGNATURE

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: November 5, 2013

BROOKFIELD ASSET MANAGEMENT INC.
By:	/s/ Aleks Novakovic
	Name:	Aleks Novakovic
	Title:	Managing Partner
By:	/s/ Joseph Freedman
	Name:	Joseph Freedman
	Title:	Senior Managing Partner

Dated: November 5, 2013

PARTNERS LIMITED
By:	/s/ Derek E. Gorgi
	Name:	Derek E. Gorgi
	Title:	Assistant Secretary
By:	/s/ Marc Vanneste
	Name:	Marc Vanneste
	Title:	Assistant Secretary

Dated: November 5, 2013

PARTNERS VALUE FUND INC.
By:	/s/ Brian D. Lawson
	Name:	Brian D. Lawson
	Title:	Director
By:	/s/ Allen G. Taylor
	Name:	Allen G. Taylor
	Title:	Vice President, Finance

Dated: November 5, 2013

BROOKFIELD HOLDINGS CANADA INC.
By:	/s/ Aleks Novakovic
	Name:	Aleks Novakovic
	Title:	Vice-President
By:	/s/ Allen Yi
	Name:	Allen Yi
	Title:	Vice-President & Secretary

Dated: November 5, 2013

BROOKFIELD US HOLDINGS INC.
By:	/s/ Aleks Novakovic
	Name:	Aleks Novakovic
	Title:	Vice President

Dated: November 5, 2013

BROOKFIELD US CORPORATION
By:	/s/ Michelle Campbell
	Name:	Michelle Campbell
	Title:	Secretary

Dated: November 5, 2013

BPY GP INC.
By:	/s/ Derek Gorgi
	Name:	Derek Gorgi
	Title:	President
By:	/s/ Aleks Novakovic
	Name:	Aleks Novakovic
	Title:	Vice-President

Dated: November 5, 2013	BPY I L.P., by its general partner, BPY GP INC.
	By:	/s/ Derek Gorgi
		Name:	Derek Gorgi
		Title:	President
	By:	/s/ Aleks Novakovic
		Name:	Aleks Novakovic
		Title:	Vice-President
Dated: November 5, 2013	BPY II L.P., by its general partner, BPY GP INC.
	By:	/s/ Derek Gorgi
		Name:	Derek Gorgi
		Title:	President
	By:	/s/ Aleks Novakovic
		Name:	Aleks Novakovic
		Title:	Vice-President

EX-3

Exhibit 3

SUBSCRIPTION AGREEMENT

To:              Brookfield Property L.P.

Dated:         November 1, 2013

RECITALS:

I. Brookfield US Holdings Inc. (“BUSHI”) has agreed to subscribe for and purchase, and Brookfield Property L.P. (the “Property Partnership”) has agreed to issue and sell to BUSHI, an aggregate of $76,110,475 (the “Subscription Amount”) of redemption-exchange units (“REUs”) on a private placement basis at a price per REU equal to the volume-weighted average of the trading price of the non-voting limited partnership units (the “BPY Units”) of Brookfield Property Partners L.P. (“BPY”) on the NYSE for the 21 trading days ending on the third trading day prior to the Closing Date.

II. The volume-weighted average of the trading price of the BPY Units on the NYSE for the 21 trading days ending on the third trading day prior to the Closing Date is $19.4150, as reported by Bloomberg.

III. The consortium through which Brookfield Asset Management Inc., BPY, the Future Fund Board of Guardians through its custodian The Northern Trust Company, subsidiaries of China Investment Corporation and others hold interests in General Growth Properties, Inc. (“GGP”) and Rouse Properties, Inc. (“Rouse”) is being restructured, as a result of which, among other things, (a) the Property Partnership, directly or through its subsidiaries, will be acquiring additional interests in GGP and Rouse, (b) BPY will be issuing non-voting limited partnership units and (c) the Property Partnership will be issuing REUs (together, the “Consortium Restructuring”).

IV. BPY intends to use the Subscription Amount in connection with the Consortium Restructuring.

NOW THEREFORE, the Property Partnership and BUSHI agree as follows:

Subscription

1. Subject to the terms and conditions contained in this subscription agreement (the “Agreement”), on the date hereof (the “Closing Date”), BUSHI hereby subscribes for and agrees to purchase from the Property Partnership, and the Property Partnership agrees to issue and sell to BUSHI, 3,920,189 REUs (the “Purchased Units”) at a price of $19.4150 per Purchased Unit, for an aggregate purchase price equal to the Subscription Amount.

2. At the closing (the “Closing”) of the purchase and sale of the Purchased Units, the Property Partnership shall deliver to BUSHI the Purchased Units registered in the name of BUSHI against payment to the Property Partnership by wire transfer of the Subscription Amount in accordance with Sections 6 and 7.

BUSHI’s Acknowledgements

3. BUSHI acknowledges that:

(a) the Purchased Units are being offered for sale on a “private placement” basis and will be subject to statutory resale restrictions under applicable securities laws, and BUSHI covenants that it will not resell the Purchased Units except in compliance with such laws and BUSHI acknowledges that it is solely responsible for such compliance;

(b) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under such Act) unless registered under such Act or an exemption from the registration requirements of such Act is available;

(c) the Property Partnership is relying on an exemption from the requirement to provide BUSHI with a prospectus under applicable securities laws and, as a consequence of acquiring the Purchased Units pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to BUSHI, and BUSHI may not receive information that would otherwise be required to be provided to it under applicable securities laws;

(d) no domestic or foreign federal, provincial, state, municipal or other governmental department, court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authority, the Toronto Stock Exchange and the New York Stock Exchange, has reviewed or passed on the merits of investing in the Purchased Units and there is no government or other insurance covering the Purchased Units;

(e) there are risks associated with the purchase of the Purchased Units; and

(f) BUSHI has and will have, at the Closing, available funds sufficient to pay the Subscription Amount for the Purchased Units as required pursuant to this Agreement.

BUSHI’s Representations, Warranties and Covenants

4. BUSHI represents, warrants and covenants to the Property Partnership (which representations, warranties and covenants shall survive the Closing) and acknowledges that the Property Partnership is relying thereon, that:

(a) BUSHI is a corporation duly formed and validly existing under the laws of the Province of Ontario and has the power and authority to own, lease and operate its properties and to conduct its business;

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(b) BUSHI has all requisite legal and corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(c) BUSHI has duly authorized, executed and delivered this Agreement, and upon acceptance by the Property Partnership, this Agreement will constitute a valid and binding agreement of BUSHI, enforceable against BUSHI in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights, general principles of equity that restrict the availability of equitable remedies;

(d) BUSHI is an “accredited investor” as defined in National Instrument 45-106 and is purchasing the Purchased Units as principal and not for the benefit of any other person. BUSHI was not created, and is not being used, solely to purchase and hold securities in reliance on an exemption from applicable prospectus requirements under applicable securities laws and has a bona fide business other than the investment in the Purchased Units. BUSHI is not acting jointly or in concert with any other person or company for the purposes of acquiring the Purchased Units; and

(e) BUSHI was not offered the Purchased Units in the United States, BUSHI is a non-U.S. person, the sale and purchase of the Purchased Units, including the execution of this Agreement was, or is being, or will be, as the case may be, executed, outside of the United States, and the sale and purchase of the Purchased Units is not part of a plan or scheme to evade the registration requirements of the United States Securities Act of 1933, as amended. For purposes of this paragraph (e), “United States” and “non-U.S. person” have the meanings ascribed thereto in Regulation S under such Act.

The Property Partnership’s Representations, Warranties and Covenants

5. The Property Partnership represents, warrants and covenants to BUSHI (which representations, warranties and covenants shall survive the Closing) and acknowledges that BUSHI is relying thereon, that:

(a) the Property Partnership is a limited partnership duly formed and validly existing under the laws of Bermuda and has the power and authority to own, lease and operate its properties and to conduct its business;

(b) the Property Partnership has all requisite legal and corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including the issuance and delivery to BUSHI of the Purchased Units;

(c) the Property Partnership has duly authorized, executed and delivered this Agreement, and upon acceptance by BUSHI, this Agreement will constitute a valid and binding agreement of the Property Partnership, enforceable against the Property Partnership in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights, general principles of equity that restrict the availability of equitable remedies;

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(d) the Property Partnership has the capacity to issue an unlimited number of REUs; and

(e) the Purchased Units have been duly authorized for issuance and sale to BUSHI pursuant to this Agreement and, when issued and delivered by the Property Partnership pursuant to this Agreement against payment of the Subscription Amount, will be validly issued, fully paid and non-assessable.

Delivery and Payment

6. BUSHI shall deliver or cause to be delivered to the Property Partnership at or prior to the Closing:

(a) the Subscription Amount by wire transfer; and

(b) such other documentation as may be reasonably requested by the Property Partnership.

7. The Property Partnership shall deliver or cause to be delivered to BUSHI at or prior to the Closing:

(a) all such documents, certificates and instruments and shall do all such other acts and things as BUSHI may consider necessary or desirable, acting reasonably, to effectively issue the Purchased Units to BUSHI; and

(b) such other documentation as may be reasonably requested by BUSHI

General

8. BUSHI acknowledges that the Property Partnership is a limited partnership, a limited partner of which is liable for any liabilities or losses of the partnership only to the extent of the amount that such limited partner has contributed, or agreed to contribute, to the capital of the partnership and such limited partner’s pro rata share of any undistributed income.

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9. Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows:

To the Property Partnership:

Brookfield Property L.P.

73 Front Street

Hamilton, HM 12, Bermuda

Fax No.:             441-296-4475

Attention:          Corporate Secretary

To BUSHI:

Brookfield US Holdings Inc.

Brookfield Place, Suite 300

181 Bay Street

Toronto, ON, M5J 2T3

Fax No.:             416-365-9642

Attention:          A. J. Silber

or to such other address, individual or electronic communication number as may be designated by notice given by either party to the other. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day.

10. All dollar amounts referred to in this Agreement are expressed in U.S. dollars and, for greater certainty, “$” means U.S. dollars, unless otherwise indicated.

11. The headings contained in this Agreement are for convenience only and do not affect the construction or interpretation of this document.

12. This Agreement contains the entire agreement of the parties and supersedes all prior agreements between the parties relating to the subject matter hereof. There are no representations, warranties covenants or other agreements between the parties relating to the subject matter hereof except as stated or referred to herein.

13. No amendment to this Agreement will be valid or binding unless set forth in writing and executed by both parties. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise expressly provided in the written waiver, will be limited to the specific breach waived.

14. No party may assign its rights or benefits under this Agreement without the prior written consent of the other party. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Property Partnership and BUSHI and their respective successors and permitted assigns.

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15. Each party will, from time to time at the request of the other party, execute and deliver all such further documents and perform or cause to be performed such further acts or things as may be reasonably required to give full effect to, and carry out or better evidence or perfect the intent of, this Agreement.

16. Time is of the essence in this Agreement.

17. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, whether or not any of the transactions contemplated hereby are consummated.

18. This Agreement shall be governed by and construed in accordance with the laws of Bermuda.

19. This Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

[Remainder of Page Intentionally Left Blank]

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Dated as of the date first written above.

BROOKFIELD US HOLDINGS INC.
Per:	/s/ Allen Yi
	Name: Allen Yi Title:   Vice-President

This Agreement is accepted by the Property Partnership as of the date first written above.

BROOKFIELD PROPERTY L.P., by BROOKFIELD PROPERTY PARTNERS L.P., its general partner, by BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner
Per:	/s/ Jane Sheere
	Name: Jane Sheere Title:   Secretary

[Signature page to Subscription Agreement between the Property Partnership and BUSHI (cash)]

EX-4

Exhibit 4

SUBSCRIPTION AGREEMENT

To:              Brookfield Property L.P. (the “Property Partnership”)

Dated:         November 1, 2013

RECITALS:

I. The consortium through which Brookfield Asset Management Inc. (“Brookfield”), Brookfield Property Partners L.P. (“BPY”) and others hold interests in General Growth Properties, Inc. (“GGP”) and Rouse Properties, Inc. (“Rouse”) is being restructured, as a result of which, among other things, BPY and its subsidiary the Property Partnership will purchase common shares and common share purchase warrants of GGP and common shares of Rouse from Brookfield and other members of the Consortium and, as consideration for these purchases, or to fund these purchases, (a) BPY will issue limited partnership units to a member of the Consortium and to a third party investor, and (b) the Property Partnership will issue redemption-exchange units (“REUs”) to a subsidiary of Brookfield (collectively, the “Transactions”);

II. In connection with the Transactions, the Property Partnership wishes to purchase and BUSHI wishes to sell common shares of Brookfield BPY Retail Holdings I LLC and a United States dollar denominated interest bearing promissory note in the principal sum of $329,000,000 owed by Brookfield BPY Retail Holdings I LLC (collectively, the “Securities”) which have an aggregate value of $919,011,917 and, in exchange therefor, BUSHI has agreed to subscribe for and purchase, and the Property Partnership has agreed to issue and sell to BUSHI, an aggregate amount of $919,011,917 (the “Subscription Amount”) of REUs on a private placement basis at a price per REU of $19.4150.

NOW THEREFORE, the Property Partnership and BUSHI agree as follows:

Subscription

1. Subject to the terms and conditions contained in this subscription agreement (the “Agreement”), BUSHI hereby subscribes for and agrees to purchase from the Property Partnership, and the Property Partnership agrees to issue and sell to BUSHI, 47,335,149 REUs (the “Purchased Units”) at a price of $19.4150 per Purchased Unit, for an aggregate purchase price equal to the Subscription Amount.

2. At the closing (the “Closing”) of the purchase and sale of the Purchased Units on or about November 15, 2013 (the “Closing Date”), the Property Partnership shall deliver to BUSHI the Purchased Units against payment to the Property Partnership of the Subscription Amount satisfied by the transfer of the Securities in accordance with Sections 6 and 7.

BUSHI’s Acknowledgements

3. BUSHI acknowledges that:

(a) the Purchased Units are being offered for sale on a “private placement” basis and will be subject to statutory resale restrictions under applicable securities laws, and

BUSHI covenants that it will not resell the Purchased Units except in compliance with such laws and BUSHI acknowledges that it is solely responsible for such compliance;

(b) the Purchased Units have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under such Act) unless registered under such Act or an exemption from the registration requirements of such Act is available;

(c) the Property Partnership is relying on an exemption from the requirement to provide BUSHI with a prospectus under applicable securities laws and, as a consequence of acquiring the Purchased Units pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to BUSHI, and BUSHI may not receive information that would otherwise be required to be provided to it under applicable securities laws;

(d) no domestic or foreign federal, provincial, state, municipal or other governmental department, court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authority, the Toronto Stock Exchange and the New York Stock Exchange, has reviewed or passed on the merits of investing in the Purchased Units and there is no government or other insurance covering the Purchased Units; and

(e) there are risks associated with the purchase of the Purchased Units.

BUSHI’s Representations, Warranties and Covenants

4. BUSHI represents, warrants and covenants to the Property Partnership (which representations, warranties and covenants shall survive the Closing) and acknowledges that the Property Partnership is relying thereon, that:

(a) BUSHI is a corporation duly formed and validly existing under the laws of the Province of Ontario and has the power and authority to own, lease and operate its properties and to conduct its business;

(b) BUSHI has all requisite legal and corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(c) BUSHI has duly authorized, executed and delivered this Agreement, and upon acceptance by the Property Partnership, this Agreement will constitute a valid and binding agreement of BUSHI, enforceable against BUSHI in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights, general principles of equity that restrict the availability of equitable remedies;

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(d) BUSHI is an “accredited investor” as defined in National Instrument 45-106 and is purchasing the Purchased Units as principal and not for the benefit of any other person. BUSHI was not created, and is not being used, solely to purchase and hold securities in reliance on an exemption from applicable prospectus requirements under applicable securities laws and has a bona fide business other than the investment in the Purchased Units. BUSHI is not acting jointly or in concert with any other person or company for the purposes of acquiring the Purchased Units;

(e) BUSHI was not offered the Purchased Units in the United States, BUSHI is a non-U.S. person, the sale and purchase of the Purchased Units, including the execution of this Agreement was, or is being, or will be, as the case may be, executed, outside of the United States, and the sale and purchase of the Purchased Units is not part of a plan or scheme to evade the registration requirements of the United States Securities Act of 1933, as amended. For purposes of this paragraph (e), “United States” and “non-U.S. person” have the meanings ascribed thereto in Regulation S under such Act; and

(f) BUSHI is the holder of the Securities. Immediately before transferring the Securities to the Property Partnership, BUSHI owns 100% of the right, title and interest in and to the Securities and has not assigned, pledged or otherwise hypothecated such Securities.

The Property Partnership’s Representations, Warranties and Covenants

5. The Property Partnership represents, warrants and covenants to BUSHI (which representations, warranties and covenants shall survive the Closing) and acknowledges that BUSHI is relying thereon, that:

(a) the Property Partnership is an exempted limited partnership duly formed and validly existing under the laws of Bermuda and has the power and authority to own, lease and operate its properties and to conduct its business;

(b) the Property Partnership has all requisite legal and corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including the issuance and delivery to BUSHI of the Purchased Units;

(c) the Property Partnership has duly authorized, executed and delivered this Agreement, and upon acceptance by BUSHI, this Agreement will constitute a valid and binding agreement of the Property Partnership, enforceable against the Property Partnership in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights, general principles of equity that restrict the availability of equitable remedies;

(d) the Property Partnership has the capacity to issue an unlimited number of REUs; and

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(e) the Purchased Units have been duly authorized for issuance and sale to BUSHI pursuant to this Agreement and, when issued and delivered by the Property Partnership pursuant to this Agreement against payment of the Subscription Amount, will be validly issued, fully paid and non-assessable.

Delivery and Payment

6. BUSHI shall deliver or cause to be delivered to the Property Partnership at or prior to the Closing:

(a) the Subscription Amount satisfied by the transfer of the Securities; and

(b) such other documentation as may be reasonably requested by the Property Partnership.

7. The Property Partnership shall deliver or cause to be delivered to BUSHI at or prior to the Closing:

(a) all such documents, certificates and instruments and shall do all such other acts and things as BUSHI may consider necessary or desirable, acting reasonably, to effectively issue the Purchased Units to BUSHI; and

(b) such other documentation as may be reasonably requested by BUSHI

General

8. BUSHI acknowledges that the Property Partnership is a limited partnership, a limited partner of which is liable for any liabilities or losses of the partnership only to the extent of the amount that such limited partner has contributed, or agreed to contribute, to the capital of the partnership and such limited partner’s pro rata share of any undistributed income.

9. Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows:

To the Property Partnership:

Brookfield Property L.P.

73 Front Street

Hamilton, HM 12, Bermuda

Fax No.:             441-296-4475

Attention:           Corporate Secretary

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To BUSHI:

Brookfield US Holdings Inc.

Brookfield Place, Suite 300

181 Bay Street

Toronto, ON, M5J 2T3

Fax No.:             416-365-9642

Attention:          A. J. Silber

or to such other address, individual or electronic communication number as may be designated by notice given by either party to the other. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day.

10. All dollar amounts referred to in this Agreement are expressed in U.S. dollars and, for greater certainty, “$” means U.S. dollars, unless otherwise indicated.

11. The headings contained in this Agreement are for convenience only and do not affect the construction or interpretation of this document.

12. This Agreement contains the entire agreement of the parties and supersedes all prior agreements between the parties relating to the subject matter hereof. There are no representations, warranties covenants or other agreements between the parties relating to the subject matter hereof except as stated or referred to herein.

13. No amendment to this Agreement will be valid or binding unless set forth in writing and executed by both parties. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise expressly provided in the written waiver, will be limited to the specific breach waived.

14. No party may assign its rights or benefits under this Agreement without the prior written consent of the other party. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Property Partnership and BUSHI and their respective successors and permitted assigns.

15. Each party will, from time to time at the request of the other party, execute and deliver all such further documents and perform or cause to be performed such further acts or things as may be reasonably required to give full effect to, and carry out or better evidence or perfect the intent of, this Agreement.

16. Time is of the essence in this Agreement.

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17. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, whether or not any of the transactions contemplated hereby are consummated.

18. This Agreement shall be governed by and construed in accordance with the laws of Bermuda.

19. This Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

[Remainder of Page Intentionally Left Blank]

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Dated as of the date first written above.

BROOKFIELD US HOLDINGS INC.
Per:	/s/ Allen Yi
	Name: Allen Yi Title:   Vice-President

This Agreement is accepted by the Property Partnership as of the date first written above.

BROOKFIELD PROPERTY L.P., by BROOKFIELD PROPERTY PARTNERS L.P., its general partner, by BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner
Per:	/s/ Jane Sheere
	Name: Jane Sheere Title:   Secretary

[Signature page to Subscription Agreement between the Property Partnership and

BUSHI (US GGP Holdco shares and Note)]