SecProbe.io

January 10, 2013

Via E -mail
Steven J. Douglas
Brookfield Property Partners L.P.
Three World Financial Center
11th Floor
New York, NY 10281 -1021

Re: Brookfield Property Partners L.P.
 Amendment No. 5 to Registration Statement on Form  20-F
Filed December 13, 2012
File No. 001 -35505

Dear Mr. Douglas :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

General

1. Under Section 3(a)(1)(C) under the Investment Company Act of 1940 (“ ICA”)
‘‘investment company” means, among others, “any issuer which is engaged or proposes
to engage in the business of investing, reinvesting, owning, hol ding, or trading in
securities, and owns or proposes to acquire investment securities having a value
exceeding 40 per centum of the value of such issuer’s total assets (exclusive of
Government securities and cash items) on an unconsolidated basis.”

Under Section 3(a)(2) of the ICA, the term ‘‘Investment securities’’ includes all
securities except (A) Government securities, (B) securities issued by employees’
securities companies, and (C) securities issued by majority -owned subsidiaries of the
owner which ( i) are not investment companies, and (ii) are not relying on the exception
from the definition of investment company in Sections 3(c) (1) or (7) of the ICA.

Steven J. Douglas
Brookfield Property Partners L.P.
January 10, 2013
Page 2

 (a) Please provide further information necessary to conduct an analysis under Section
3(a)(1)(C) unde r the ICA for Brookfield Property Partners L.P. (“ Company ”),
including, but not limited to, each of its subsidiaries.   In particular, please explain if
the Company’s limited partner investment in Brookfield Property L.P. (“ Property
Partnership ”) represents  ownership of more than 40% of the Company’s assets
(exclusive of cash) in equity interests of a majority -owned subsidiary.

(b) Please explain whether the offering by the Company should be considered an indirect
offering of the Property Partnership.   In particular, please explain whether the use of
proceeds of the offering (Registration Statement, p. 140), under which it appears that
proceeds may be invested in a fund relying on the exception from the definition of
investment company in Sections 3(c) (1) o r (7) of the ICA is consistent with
applicable law.   In this context, please address rule 140 under the Securities Act of
1933 as well as section 48(a) of the ICA as applied to the registration requirements
for investment companies.

(c) With reference to your  chart on Registration Statement page 60, confirm whether
Brookfield Asset Management  Inc. (“ BAM ”), as the apparent sole shareholder of the
BPY General Partner, has full ownership of the voting securities of the Company.

(d) Describe whether any persons other than BAM have the ability to remove and appoint
directors of the BPY General Partner board, specifically whether any limited partners
have the ability to vote to remove and appoint directors.

(e) In the response, comment s pecifically on the “Voting Agreement” (Registration
Statement, p. 42 and 60 footnote 2, 136) and how the provisions of the Voting
Agreement are consistent with the following statements made in the BAM September
2012 statement (“ BAM Statement ”): (See
http://www.brookfield.com/_Global/42/img/content/File/Investor%20Relations/Prese
ntations/2012/F_BPY_Summary_Sep_2012.pdf )

 “Brookfield will retain full control through the GP ownership.” (BAM Statement, p.6)
 “Following the spin -off, Brookfield shareholders are currently expected to hold
approximately a 10% interest in the underlying BPY business and Brookfield is currently
expec ted to hold approximately a 90% interest.” (BAM Statement, p.6)

2. Under Section 3(a)(1)(A) an issuer may be deemed to be an “investment company” if it
“is or holds itself out as being engaged primarily, or proposes to engage primarily, in the
business of in vesting, reinvesting, or trading in securities.” Comment on whether the
Company is holding out as an investment company, particularly given the following
public statements:

Steven J. Douglas
Brookfield Property Partners L.P.
January 10, 2013
Page 3

  “We strive to invest at attractive valuations, capitalizing on distress situations  where
possible, creating opportunities for superior valuation gains and cash flow returns, and to
monetize assets at appropriate times to realize value.” (Registration Statement, p. 38)

 “Through BPY’s investments in private funds, shareholders will be ab le to participate in
transactions typically only available to large institutional investors.” (BAM Statement, p.
3)

 “We are not passive portfolio investors, but look to have control or significant influence
over our investments. Therefore, should BPY wish  to monetize an investment, change a
dividend policy or alter its strategic direction, we should generally be able to do
so.”(BAM Statement, p. 3)

 “Strong returns:   Sustainable and growing cash flows underpinned by a high quality asset
base, quality tenan t base and long -term lease expiry profile…This, combined with our
opportunistic investing activities and the portfolio’s development potential, should make
BPY attractive to both income and growth -oriented investors.” (BAM Statement, p.5)

3. Confirm whether the Company intends to rely on an exception or exclusion from the
definition of “investment company” in the ICA after the spin -off.  For example, if the
Company intends to rely on Section 3(c)(5)(C) under the ICA, please provide a complete
analysis of the  basis for such reliance.

4. We note Brookfield Asset Management’s earnings call on November 9, 2012.  In
particular, we note the statement by Brian Lawson, CFO of Brookfield Asset
Management, in reference to Brookfield Property Partners that: “Until investors have
time to share our v ision of where we are going to take this business, we have decided to
pay out a larger amount of initial cash flow that we might normally distribute to
shareholders.  This should ensure that even in the early stages of the launch of the
company, we will fi nd an attractive shareholder base.”  We further note the disclosure on
page 45 that you have established the initial distribution level and targeted distributions
growth based on your projections for the amount of FFO that will be generated by you in
the short to medium term.  Finally, we note the disclosure toward the bottom of page 45
that your proposed distribution amounts are significantly greater than your projected cash
flow from operations.  Please revise this section and the risk factor section to r econcile
these statements.

5. We note that you no longer use the title “IFRS Value” to refer to your equity in net assets
attributable to parent company; however, it does not appear that you applied this change
consistently through out your document (e.g., on page 9 and 43).  Please further revise or
advise.

Steven J. Douglas
Brookfield Property Partners L.P.
January 10, 2013
Page 4

 Risk Factors, page 8

6. We note your risk factor on page 8 that you rely on the property partnership and,
indirectly, the holdings entities and your operating entities to provide you with the funds
necessary to pay distributions an d meet your financial obligations. We further note your
risk factor on page 21 that Brookfield will exercise substantial influence over you.

 This structure appears to be similar to pyramid control companies.  Please revise
your risk factor disclosure to  specifically describe the risks relating to pyramid
control companies, including but not limited to (i) separation of economic
interests from control, (ii) the ability to incur debt at multiple levels, and (iii) the
ability to transfer assets at non -arms -length values.

 We note your disclosure on page 191 that the BPY General Partner has sole
authority to determine whether you will make distributions and the amount of
timing of these distributions.  Please revise your risk factor disclosure to describe
the risks associated with the incentive to increase the dividend payout in light of
the fee structure, including the equity enhancement and incentive distributions.

Operating Platforms, page 48

7. We note the tables presented on pages 50 and 54 and your resp onse to our prior comment
4 in your letter to us dated August 6, 2012.   We also note that you now present the
Redemption -Exchange Units as non -controlling interest in the pro forma financial
statements .  Since this table is intended to reflect yo ur economic interests in the
underlying properties, please revise to include a pro forma column net of non -controlling
interests that properly reflects the assets that will be directly attributable to your
company.

8. We note your disclosure regarding the  properties in your operating platforms.  To the
extent that such properties are not consolidated in your financial statements, please revise
to disclose these properties separately and highlight the differences in your control over
these properties.  For example only, we note the disclosure on page 53 and the table on
page 54 regarding the retail properties, which appear to include all of retail assets of GGP
inside the United States.

Item 5.  Operating and Financial Review and Prospects, page 67

9. We note your description of your performance measures at the beginning of your
discussion of operating results and your presentation of these measures for the company
as a whole as well as on a segment basis in the tables on pages 73, 74, and 89.  We also
note that the measures presented for the company as a whole are non -IFRS measures
since they are not required to be disclosed by IFRS.  In this regard, please clearly identify
the measures as non -IFRS.

Steven J. Douglas
Brookfield Property Partners L.P.
January 10, 2013
Page 5

10. Please move the tables that include the non -IFRS measur es for the company as a whole
after the discussion and analysis of segments.

11. We note that your current MD&A an alysis focuses on your segment performance
measures and provides in depth analysis of these measures.  We also note that you have
only provided a high level overview of the highlights of your consolidated operating
results.  In this regard, please note tha t segment analysis should be used to supplement
your discussion and analysis of the line items presented within your audited financial
statements and to assist a reader to understand the consolidated amounts, but it should not
replace or obscure a discussi on and analysis of the specific financial statement line items
utilized within your consolidated statement of operations.  The underlying reasons for the
change in each line time of the statements of operations should be clearly and thoroughly
discussed.   For example, we note that your NOI segment performance measures
encompass the financial line items commercial property revenue, hospitality revenue,
direct commercial property expense, and direct hospitality expense.   The in -depth
analysis you provide of the factors that caused fluctuations in your NOI should address
separately each of the financial line items that make up NOI.  Furthermore, the discussion
of these factors and line items should be included within your discussion of your
consolidated result s of operations with additional supplemental non -duplicative segment
analysis, as necessary.    Please revise accordingly.

12. Further to our above comment, since you include a discussion and analysis of your
segment performance measures, you should also inc lude a complete discussion of the
reconciling items that are not allocated to each of the segment performance measures.
For example, we note that depreciation and amortization of real estate assets is excluded
from NOI, but included in your calculation o f Total Return, fair value gains on your share
of equity accounted income is excluded from your calculation of FFO, but included in
your calculation of Total Return, and income tax expense is excluded from any of your
segment performance measures.   Please  revise as necessary and refer to Question 104.02
of our Non -GAAP Interpretations.

Commercial Property Operations of Brookfield Asset Management, Inc.

Note 7 – Equity Accounted Investments, page F -22

13. We have considered your response to comment seven a nd note that the carrying value of
the investment in GGP at December 31, 2011 was 40% above the fair value of the
common stock of GGP owned, based on the publicly traded price of GGP’s common
stock as of December 31, 2011.   Please tell us how you assessed  this difference when
determining whether there was any objective evidence that your investment may be
impaired, since this appears to be a potential impairment indicator.  If an impairment test
was performed, please tell us in sufficient detail how you de termined that no impairment
existed.  Your response should also discuss and highlight the various factors that would

Steven J. Douglas
Brookfield Property Partners L.P.
January 10, 2013
Page 6

 contribute to such a significant difference between the IFRS fair value of your interest in
GGP’s investment property and the fair value of  your common stock in GGP.  Please
expand your disclosure to discuss your consideration of impairment; if an impairment test
was performed, disclose the significant assumptions relied upon to determine that no
impairment existed.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchan ge Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff  comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the Un ited States.

You may contact Wilson Lee, Staff Accountant , at (202) 551 -3468  or Jessica Barberich,
ACA,  at (202) 551 -3782  if you have questions regarding comments on the financial statements
and re lated matters.  Please contact Folake Ayoola, Attorney  Advisor,  at (202) 551 -3673  or me at
(202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel