X0206 3 2020-09-24 0 0001383650 Cheniere Energy Partners, L.P. CQP 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001504716 Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001540229 Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001826046 BROOKFIELD INFRASTRUCTURE FUND IV GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001826023 BIF IV CYPRESS AGGREGATOR (DELAWARE) LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 Common Units 203240752 I See footnotes This Form 3 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) BIF Cypress Aggregator (Delaware) LLC; (ii) Brookfield Infrastructure Fund III GP LLC; (iii) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (iv) Brookfield Asset Management Inc. ("Brookfield"); and (v) Partners Limited. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act"). Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Reflects securities held directly by Blackstone CQP Common Holdco L.P., Blackstone CQP Holdco LP, BX Rockies Platform Co LLC (collectively, the "Holding Funds"), and BIP-V Chinook Holdco L.L.C ("BIP-V"). BX CQP Target Holdco L.L.C. is the indirect equityholder of all of the equity interests in the Holding Funds and, by virtue of its relationship with BIP-V, may be deemed to share beneficial ownership over the securities held directly by BIP-V. BIF IV Cypress Aggregator (Delaware) LLC is a member of BX CQP Target Holdco L.L.C. Brookfield Infrastructure Fund IV GP LLC serves as the indirect general partner of BIF IV Cypress Aggregator (Delaware) LLC. Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. serves as the investment adviser to Brookfield Infrastructure Fund IV GP LLC. (Continued from Footnote 4) Brookfield is the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. Partners Limited holds 85,120 Class B limited voting shares of Brookfield, representing 100% of such shares, and 1,343,802 Class A limited voting shares of Brookfield, representing approximately 0.1% of such shares. The Class B limited voting shares of Brookfield entitle Partners Limited to appoint one half of the board of directors of Brookfield. On May 14, 2020, Brookfield announced that the Class B limited voting shares of Brookfield will be transferred from Partners Limited to a trust (the "Trust"). The beneficial interests in the Trust, and the voting interests in its trustee (the "Trustee"), will be held in equal parts by three entities. The Trustee will vote the Class B limited voting shares of Brookfield with no single individual or entity controlling the Trust. (Continued from Footnote 5) Implementation of this arrangement is subject to customary consents and regulatory approvals currently being obtained, following which the Class B limited voting shares of Brookfield will be transferred from Partners Limited to the Trust for consideration per share equal to the then current market price of a Class A limited voting share of Brookfield. BROOKFIELD ASSET MANAGEMENT INC., By: /s/ Jessica Diab, Name: Jessica Diab, Title: Vice President 2020-10-05 BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., By: Brookfield Private Funds Holdings Inc., its general partner, By: /s/ James Rickert, Name: James Rickert, Title: Managing Director 2020-10-05 PARTNERS LIMITED, By: /s/ Brian Lawson, Name: Brian Lawson, Title: President 2020-10-05 BROOKFIELD INFRASTRUCTURE FUND IV GP LLC, By: Brookfield Infrastructure Fund IV Officer GP LLC, its sole member, By: /s/ Fred Day, Name: Fred Day, Title: Senior Vice President 2020-10-05 BIF IV CYPRESS AGGREGATOR (DELAWARE) LLC, By: /s/ Fred Day, Name: Fred Day, Title: President 2020-10-05