Exhibit 99.1
 
 
 BROOKFIELD PROPERTIES CORPORATION
 RENEWAL ANNUAL INFORMATION FORM
 
 MARCH 17, 2009




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BROOKFIELD PROPERTIES CORPORATION
 ANNUAL INFORMATION FORM  TABLE OF CONTENTS
 Notes Regarding This AIF
    
    
    iNote Regarding Financial Information
    
    
    iStock Splits
    
    
    iForward-Looking Statements
    
    
    iCorporate Structure
    
    
    1Name, Address and Incorporation
    
    
    1Intercorporate Relationships and History
    
    
    1General Development of the Business
    
    
    5Acquisitions and Dispositions
    
    
    5Development
    
    
    6Financings and Refinancings
    
    
    6Equity
    
    
    7Business of Brookfield Properties
    
    
    8Overview
    
    
    8Commercial Property Operations
    
    
    8Commercial Development
    
    
    10Residential Development
    
    
    10Prudent and Flexible Capital Plan
    
    
    11Primary Markets and Properties
    
    
    14Service Businesses
    
    
    31Employees
    
    
    31Company and Real Estate Industry Risks
    
    
    32Dividends and Dividend Policy
    
    
    40Description of Capital Structure
    
    
    40General Description of Capital Structure
    
    
    40Ratings
    
    
    41Market for Securities
    
    
    42Directors and Officers
    
    
    44Directors
    
    
    44Officers
    
    
    45Share Ownership
    
    
    46Legal Proceedings
    
    
    46Interest of Management and Others in Material Transactions
    
    
    46Auditors, Transfer Agent and Registrar
    
    
    46Audit Committee Information
    
    
    47Relevant Education and Experience
    
    
    47Pre-Approval Policies and Procedures
    
    
    47External Auditor Service Fees (By Category)
    
    
    48Additional Information
    
    
    48Appendix A  SubsidiariesAppendix B  Commercial Properties by RegionAppendix C  Summary of Terms and Conditions of Authorized SecuritiesAppendix D  Audit Committee Charter




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NOTES REGARDING THIS AIF
  Note Regarding Financial Information
  Stock Splits
  FORWARD-LOOKING STATEMENTS
  i




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CORPORATE STRUCTURE
 Name, Address and Incorporation
 Canada Business Corporations Act Quebec Companies Act, 1920
  Intercorporate Relationships and History
 Appendix A
 
   1




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BCE Inc.
  Olympia & York U.S.A.
  Royal Trust
    2




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Trizec Western Canada
  O&Y Properties/O&Y REIT
  Trizec Properties
    Residential and Housing
   3




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4




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GENERAL DEVELOPMENT OF THE BUSINESS
  Acquisitions and Dispositions
               5




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Development
         Financings and Refinancings
      6




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Equity
       7




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BUSINESS OF BROOKFIELD PROPERTIES
 Overview
  Commercial Property Operations
 Appendix B
  
    
    Surfacing value from our properties through proactive leasing and select redevelopment
initiatives;
    
    Prudent capital management including the refinancing of mature properties;
    
    Monetizing development assets as the economy rebounds and continued supply constraints
create opportunities; and
    
    Expanding our asset management platform through the growth of our existing office funds
or through the establishment of new funds.
  Total AreaRegion
    
    Number of Properties
    
    (000s Sq.Ft.)New York, New York
    
    
    13
    
    
    
    20,563Boston, Massachusetts
    
    
    2
    
    
    
    2,266Washington, D.C.
    
    
    28
    
    
    
    6,589Toronto, Ontario
    
    
    11
    
    
    
    9,136Calgary, Alberta
    
    
    8
    
    
    
    6,704Ottawa, Ontario
    
    
    6
    
    
    
    2,780Denver, Colorado
    
    
    1
    
    
    
    1,827Minneapolis, Minnesota
    
    
    4
    
    
    
    3,051Los Angeles, California
    
    
    22
    
    
    
    10,763Houston, Texas
    
    
    9
    
    
    
    9,118Other
    
    
    4
    
    
    
    1,638Total
    
    
    108
    
    
    
    74,435
 Business Strategy
 Long-Term Lease Profile Limits Market Risk.
 8




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##### 



Diversified, High Credit Quality Tenants.
 Year of
    
    000sTenant
    
    Location
    
    Expiry(1)
    
    Sq. Ft.(2)Merrill Lynch(3)
    
    New York/Toronto/Denver/Los Angeles
    
    2013
    
    4,923Government and Government Agencies(4)
    
    All Markets
    
    Various
    
    3,134Chevron
    
    Houston
    
    2017
    
    1,744Wachovia
    
    New York
    
    2015
    
    1,439CIBC
    
    New York/Toronto/Calgary
    
    2032
    
    1,437RBC Financial Group
    
    Five Markets
    
    2019
    
    1,206Bank of Montreal
    
    Toronto/Calgary
    
    2018
    
    1,134Petro-Canada
    
    Calgary
    
    2028
    
    1,015
 
 (1)
    
    Weighted average based on square feet.(2)
    
    Prior to considering partnership interests in partially-owned properties(3)
    
    Merrill Lynch leases 4.6 million square feet in the World Financial Center (WFC), of which
they occupy 2.8 million square feet with the balance being leased to various subtenants
ranging in size up to 500,000 square feet. Of this 2.8 million square feet, 1.9 million is in
4 WFC, in which Merrill Lynch has a 49% interest, and 0.9 million square feet is in 2 WFC, in
which Merrill Lynch has an effective 25% interest through zero-coupon notes.(4)
    
    Represents various U.S. and Canadian federal governments and agencies.
 Proactive Leasing Strategy.
 Investment Strategy
 Acquire high quality properties in our target markets.
 Expand asset management platform.
   
    
    Asset Management
    
    Stable base fee for providing regular, ongoing services.
    
    Transaction
    
    Development, redevelopment and leasing activities conducted on behalf of these funds.
    
    Performance
    
    Earned when certain predetermined benchmarks are exceeded. Performance fees which
can add considerably to fee revenue, typically arise later in a funds life cycle
and are therefore not fully reflected in current results.
 9




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##### 



Commercial Development
  Number
    

Ownership(1)
    
    DensityLocation
    
    of Sites
    
    (%)
    
    (000s Sq.Ft.)New York, New York
    
    Manhattan West
    
    Between 31st and 33rd Streets across from
    
    
    1
    
    
    
    100
    
    
    
    5,400the Farley Post OfficeWashington, D.C.
    
    77 K Street
    
    Adjacent to Union Station
    
    
    1
    
    
    
    50
    
    
    
    327Waterview
    
    At the foot of the Key Bridge in Rosslyn,
    
    
    1
    
    
    
    25
    
    
    
    300VirginiaReston Crescent
    
    36 acre landscaped campus in Reston, Virginia
    
    
    1
    
    
    
    100
    
    
    
    1,0001225 Connecticut Avenue
    
    Downtown Washington, D.C.
    
    
    1
    
    
    
    100
    
    
    
    269Houston, Texas
    
    1500 Smith Street
    
    Adjacent to Four Allen Center
    
    
    1
    
    
    
    100
    
    
    
    500Five Allen Center
    
    Adjacent to the Allen Center
    
    
    1
    
    
    
    100
    
    
    
    1,100Allen Center Clay Street
    
    Located in the heart of the Allen Center /
    
    
    1
    
    
    
    100
    
    
    
    600Cullen Center complexToronto, Ontario
    
    Bay Adelaide Centre
    
    Bay and Adelaide Streets
    
    
    1
    
    
    
    100
    
    
    
    2,600Brookfield Place III
    
    Third phase of Brookfield Place project
    
    
    1
    
    
    
    54
    
    
    
    800Calgary, Alberta
    
    Bankers Court
    
    East and West Parkades adjacent to Bankers Hall
    
    
    1
    
    
    
    50
    
    
    
    500Herald Site
    
    One block from our existing Calgary assets
    
    
    1
    
    
    
    100
    
    
    
    1,200Ottawa, Ontario
    
    300 Queen Street
    
    Third phase of current Place de Ville project
    
    
    1
    
    
    
    25
    
    
    
    577Denver, Colorado
    
    1501 Tremont Place
    
    One block from Republic Plaza
    
    
    1
    
    
    
    100
    
    
    
    733Block 173
    
    One block from Republic Plaza
    
    
    1
    
    
    
    100
    
    
    
    600Total
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    16,506
 (1)
    
    Represents our consolidated interest before non-controlling interests
 Residential Development
    10




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##### 



Under Development
    
    
    Housing Inventory
    
    
    Held for DevelopmentNumber of
    
    
    Book
    
    
    
    Number of
    
    
    Book
    
    
    
    Number of
        

    Book($ in Millions)
    
    Lots/Acres
    
    
    Value
    
    
    
    Units
    
    
    Value
    
    
    
    Acres
    
    
    ValueSingle Family (Lots)Alberta
    
    
    2,960
    
    
    $
    267
    
    
    
    
    86
    
    
    $
    14
    
    
    
    
    6,200
    
    
    $
    408Ontario
    
    
    180
    
    
    
    7
    
    
    
    
    388
    
    
    
    40
    
    
    
    
    1,854
    
    
    
    46Colorado
    
    
    998
    
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,628
    
    
    
    146Texas
    
    
    106
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,734
    
    
    
    99Missouri
    
    
    94
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    221
    
    
    
    19Total Single Family (Lots)
    
    
    4,338
    
    
    $
    344
    
    
    
    
    474
    
    
    $
    54
    
    
    
    
    14,637
    
    
    $
    718Total Single Family (Acre
Equivalent)(1)
    
    
    744Multi-Family and
Commercial (Acres)Alberta
    
    
    141
    
    
    $
    44
    
    
    
    
    173
    
    
    $
    34
    
    
    
    
    
    
    
    $
    Colorado
    
    
    10
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Texas
    
    
    6
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Multi-Family and
Commercial (Acres)
    
    
    157
    
    
    $
    46
    
    
    
    
    173
    
    
    $
    34
    
    
    
    
    
    
    
    $
    Total Book Value Land
Under Development
    
    
    
    
    
    $
    390
    
    
    
    
    
    
    
    $
    88
    
    
    
    
    
    
    
    $
    718
 (1)
    
    Represents lots converted to acres based on a conversion factor of four to
seven lots per acre depending on region
 Prudent and Flexible Capital Plan
      Three-Year
    
    Annual ResultsObjective
    
    Average
    
    2008
    
    2007
    
    2006Debt-to-total-market-capitalization
    
    
    52
    %
    
    
    69
    %
    
    
    47
    %
    
    
    41
    %Non-recourse debt as a percentage of total(1)
    
    
    94
    %
    
    
    94
    %
    
    
    94
    %
    
    
    94
    %Interest expense coverage
    
    
    2.1x
    
    
    
    2.1x
    
    
    
    2.0x
    
    
    
    2.1x
 (1)
    
    Non-recourse to Brookfield Properties
 11




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##### 



BrookfieldPropertiesConsolidated ShareCommercial Property
    
    Location
    
    Interest Rate (%)
    
    Maturity Date
    
    (in millions of $)
    
    Mortgage DetailsDirectRBC Plaza
    
    Minneapolis
    
    2.50
    
    2009
    
    79
    
    Non-recourse, floating ratePetro-Canada Centre
    
    Calgary
    
    5.01
    
    2009
    
    122
    
    Non-recourse, floating rateWest 31st Street(1)
    
    New York
    
    1.84
    
    2009
    
    105
    
    Partial-recourse, floating rateRBC Plaza
    
    Minneapolis
    
    6.00
    
    2009
    
    29
    
    Non-recourse, fixed rate77 K Street(1)
    
    Washington, D.C.
    
    3.17
    
    2010
    
    30
    
    Non-recourse, floating rateBay Adelaide Centre(1)(2)
    
    Toronto
    
    3.53
    
    2010
    
    226
    
    Non-recourse, floating rateBankers Court(1)
    
    Calgary
    
    3.52
    
    2010
    
    30
    
    Non-recourse, floating rate245 Park Avenue
    
    New York
    
    6.65
    
    2011
    
    225
    
    Non-recourse, fixed rateQueens Quay Terminal
    
    Toronto
    
    7.26
    
    2011
    
    28
    
    Non-recourse, fixed rateFifth Avenue Place
    
    Calgary
    
    7.59
    
    2011
    
    59
    
    Non-recourse, fixed rate1201 Louisiana Street
    
    Houston
    
    6.73
    
    2011
    
    101
    
    Non-recourse, fixed ratePotomac Tower
    
    Washington, D.C.
    
    4.72
    
    2011
    
    75
    
    Non-recourse, fixed rate300 Madison Avenue
    
    New York
    
    3.52
    
    2012
    
    59
    
    Non-recourse, floating rateExchange Tower
    
    Toronto
    
    6.83
    
    2012
    
    50
    
    Non-recourse, fixed rateRoyal Centre
    
    Vancouver
    
    4.96
    
    2012
    
    98
    
    Non-recourse, fixed rateHSBC Building
    
    Toronto
    
    8.19
    
    2012
    
    19
    
    Non-recourse, fixed rate105 Adelaide
    
    Toronto
    
    5.32
    
    2013
    
    18
    
    Non-recourse, fixed rateBay Wellington Tower
    
    Toronto
    
    6.49
    
    2013
    
    275
    
    Non-recourse, fixed rateHudsons Bay Centre(3)
    
    Toronto
    
    5.20
    
    2013
    
    89
    
    Non-recourse, fixed rate75 State Street
    
    Boston
    
    5.50
    
    2013
    
    294
    
    Partial-recourse, floating rateTwo World Financial Center
    
    New York
    
    6.91
    
    2013
    
    387
    
    Non-recourse, fixed rateFour World Financial Center
    
    New York
    
    6.95
    
    2013
    
    230
    
    Non-recourse, fixed rate601 South 12th Street
    
    Washington, D.C.
    
    5.42
    
    2013
    
    52
    
    Non-recourse, fixed rate701 South 12th Street
    
    Washington, D.C.
    
    5.42
    
    2013
    
    43
    
    Non-recourse, fixed rateBankers Hall
    
    Calgary
    
    7.20
    
    2013
    
    140
    
    Non-recourse, fixed rateRepublic Plaza
    
    Denver
    
    5.14
    
    2014
    
    161
    
    Non-recourse, fixed rate1625 Eye Street
    
    Washington, D.C.
    
    6.00
    
    2014
    
    123
    
    Non-recourse, fixed rateTwo World Financial Center
    
    New York
    
    11.02
    
    2014
    
    111
    
    Non-recourse, floating rate53 State Street
    
    Boston
    
    5.96
    
    2016
    
    279
    
    Non-recourse, fixed rateOne Bethesda
    
    Washington, D.C.
    
    5.66
    
    2016
    
    53
    
    Non-recourse, fixed rateOne World Financial Center
    
    New York
    
    5.83
    
    2017
    
    309
    
    Non-recourse, fixed rateOne Liberty Plaza
    
    New York
    
    6.14
    
    2017
    
    837
    
    Non-recourse, fixed rateWest 33rd Street(1)
    
    New York
    
    5.90
    
    2018
    
    122
    
    Non-recourse, fixed rate22 Front Street
    
    Toronto
    
    6.24
    
    2020
    
    16
    
    Non-recourse, fixed rate33 South Sixth Street
    
    Minneapolis
    
    8.72
    
    2028
    
    91
    
    Non-recourse, fixed rate701 9th Street
    
    Washington, D.C.
    
    6.73
    
    2028
    
    153
    
    Non-recourse, fixed rate300 Madison Avenue
    
    New York
    
    7.26
    
    2032
    
    400
    
    Non-recourse, fixed rate6.08
    
    
    
    5,518
 (1)
    
    Development Debt(2)
    
    Has two one-year extension options available at maturity. The criteria to extend the first
option to 2011 has been met as of December 31, 2008(3)
    
    Has a two-year extension option to May 2015 which is available to the company provided
certain debt service and loan-to-value thresholds are met(4)
    
    Property debt is cross-collateralized
 12




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##### 



BrookfieldPropertiesConsolidated ShareCommercial Property
    
    Location
    
    Interest Rate (%)
    
    Maturity Date
    
    (in millions of $)
    
    Mortgage DetailsU.S. Office FundTwo Ballston Plaza
    
    Washington, D.C.
    
    6.91
    
    2009
    
    25
    
    Non-recourse, fixed rateBethesda Crescent
    
    Washington, D.C.
    
    7.07
    
    2009
    
    32
    
    Non-recourse, fixed rate2000 L Street
    
    Washington, D.C.
    
    6.26
    
    2009
    
    56
    
    Non-recourse, fixed rateSilver Spring Metro Plaza(4)
    
    Washington, D.C.
    
    6.00
    
    2009
    
    97
    
    Non-recourse, floating rate2401 Pennsylvania Avenue(4)
    
    Washington, D.C.
    
    6.00
    
    2009
    
    17
    
    Non-recourse, floating rate1250 Connecticut(4)
    
    Washington, D.C.
    
    6.00
    
    2009
    
    44
    
    Non-recourse, floating rateWaterview(1)
    
    Washington, D.C.
    
    2.46
    
    2009
    
    5
    
    Non-recourse, floating rate1460 Broadway
    
    New York
    
    5.11
    
    2012
    
    11
    
    Non-recourse, fixed rate5670 Wilshire
    
    Los Angeles
    
    3.48
    
    2013
    
    57
    
    Non-recourse, floating rateFour Allen Center
    
    Houston
    
    5.77
    
    2013
    
    240
    
    Non-recourse, fixed rateErnst & Young Plaza
    
    Los Angeles
    
    5.07
    
    2014
    
    111
    
    Non-recourse, fixed rateGrace Building
    
    New York
    
    5.54
    
    2014
    
    191
    
    Non-recourse, fixed rate1411 Broadway
    
    New York
    
    5.50
    
    2014
    
    109
    
    Non-recourse, fixed rateBank of America Plaza
    
    Los Angeles
    
    5.31
    
    2014
    
    232
    
    Non-recourse, fixed rate2001 M Street
    
    Washington, D.C.
    
    5.25
    
    2014
    
    45
    
    Non-recourse, fixed rateVictor Building
    
    Washington, D.C.
    
    5.39
    
    2016
    
    50
    
    Non-recourse, fixed rateOne New York Plaza
    
    New York
    
    5.50
    
    2016
    
    397
    
    Non-recourse, fixed rateMarina Towers
    
    Los Angeles
    
    5.84
    
    2016
    
    21
    
    Non-recourse, fixed rateU.S. Fund pool debt
    
    
    
    6.85
    
    2011
    
    306
    
    Non-recourse, fixed rateU.S. Fund corporate debt
    
    
    
    3.70
    
    2011
    
    3,089
    
    Non-recourse, floating rateU.S. Fund pool debt
    
    
    
    1.95
    
    2011
    
    594
    
    Non-recourse, floating rate4.40
    
    
    
    5,729Canadian Office FundEnbridge Tower
    
    Edmonton
    
    6.72
    
    2009
    
    2
    
    Non-recourse, fixed ratePlace de Ville I
    
    Ottawa
    
    7.81
    
    2009
    
    5
    
    Non-recourse, fixed rateFirst Canadian Place
    
    Toronto
    
    8.06
    
    2009
    
    51
    
    Non-recourse, fixed rate151 Yonge Street
    
    Toronto
    
    6.01
    
    2012
    
    8
    
    Non-recourse, fixed rateJean Edmonds Tower
    
    Ottawa
    
    5.55
    
    2014
    
    1
    
    Non-recourse, fixed rate2 Queen Street East
    
    Toronto
    
    5.64
    
    2017
    
    23
    
    Non-recourse, fixed rateAltius Centre
    
    Calgary
    
    5.64
    
    2017
    
    17
    
    Non-recourse, fixed rateCanadian Western Bank
    
    Edmonton
    
    5.64
    
    2017
    
    12
    
    Non-recourse, fixed rateJean Edmonds Tower
    
    Ottawa
    
    6.79
    
    2024
    
    13
    
    Non-recourse, fixed rate6.81
    
    
    
    132CorporateCorporate Revolver
    
    
    
    1.54
    
    2009
    
    221
    
    Recourse, floating rateTerm Facility
    
    
    
    2.94
    
    2009
    
    104
    
    Recourse, floating rate325Total Commercial
Property Debt
    
    
    
    5.07
    
    
    
    11,704
 (1)
    
    Development Debt(2)
    
    Has two one-year extension options available at maturity. The criteria to extend the first
option to 2011 has been met as of December 31, 2008(3)
    
    Has a two-year extension option to May 2015 which is available to the company provided
certain debt service and loan-to-value thresholds are met(4)
    
    Property debt is cross-collateralized
 13




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##### 



Primary Markets and Properties
   Manhattan, New York
  Midtown Manhattan
  Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    Description245 Park Avenue
    
    
    1,787
    
    
    51% fee interest.
New York State
Teachers
Retirement System
owns remaining 49%
interest.
    
    Located on a full
square block in
Midtown Manhattan,
245 Park Avenue is
a 1.8 million
square foot
46-story office
tower. The
building is
constructed of
glazed brick, glass
and steel and has
an outdoor plaza
for both tenant and
public use. The
building was built
in 1967 and has
undergone a
complete renovation
of the lobby, plaza
and elevators.300 Madison Avenue
    
    
    1,094
    
    
    100% fee interest.
    
    Designed by
Skidmore Owings &
Merrill and
completed in 2003,
300 Madison Avenue
rises 35 stories in
the heart of
Midtown Manhattan,
one block west of
Grand Central
Terminal. The
elevated, spacious
lobby features a
striking 8-story
glass atrium
ascending above the
buildings main
entrance at the
corner of 42nd
Street and Madison
Avenue. The
building features
an auditorium,
dining facilities
and other amenities
on the lower
levels.
 U.S. Office Fund
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionThe Grace Building
    
    
    1,557
    
    
    49.9% fee interest.
    
    The Grace Building is centrally located in Midtown Manhattan at 6th Avenue
and 42nd Street. Built in 1971, Skidmore, Owings & Merrill designed the
tower. The buildings distinctive curved tower walls are set back from the
street and oversized windows provide views of the Manhattan skyline, the
Hudson River, and Bryant Park. The building has a 188-space parking
garage.1065 Ave of the
Americas
    
    
    682
    
    
    99% fee interest.
    
    1065 Avenue of the Americas is a 35-story tower, completed in 1958 and
renovated in 1993.1411 Broadway
    
    
    1,223
    
    
    49.9% fee interest.
    
    1411 Broadway is a 40-story tower, completed in 1970 and renovated in 1999.1460 Broadway
    
    
    220
    
    
    49.9% fee interest.
    
    1460 Broadway is a 17-story tower, completed in 1951 and renovated in 1999.
 14




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##### 



Lower Manhattan
   Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionOne World Financial 
Center
    
    
    1,713
    
    
    100% leasehold interest.
    
    One World Financial
Center is located
at the South end of
the four unique
office towers,
designed by Cesar
Pelli, comprising
the landmark World
Financial Center
complex that
includes extensive
public spaces and
the spectacular
Winter Garden. One
World Financial
Center is a
40-story tower
which was completed
in 1986. The
building is
connected to the
World Financial
Center complex
through an enclosed
passageway.Two World Financial 
Center
    
    
    2,706
    
    
    100% leasehold interest.
    
    Two World Financial
Center is a
44-story tower
which was completed
in 1987. Tower Two
is one of the World
Financial Center
buildings which
houses the world
headquarters of
Merrill Lynch.
Tower Two is
directly connected
to the retail area
of the World
Financial Center
and the Winter
Garden.Three World 
Financial Center
    
    
    1,307
    
    
    Share of a tenancy in
common interest.
    
    Completed in 1985,
Three World
Financial Center is
a 52-story tower,
with our share of
the building
measuring 1,299,000
square feet of
rentable area, and
is world
headquarters for
American Express.
Three World
Financial Center is
connected to the
rest of the World
Financial Center
complex through a
courtyard, leading
to the Winter
Garden.Four World 
Financial Center
    
    
    1,952
    
    
    51% leasehold interest.
Merrill Lynch owns
remaining 49% leasehold
interest.
    
    Four World
Financial Center is
a 34-story tower
which was completed
in 1986. Tower
Four is one of the
World Financial
Center buildings
which houses the
world headquarters
of Merrill Lynch
and is 100% leased
to and occupied by
Merrill Lynch.World Financial 
Center Retail
    
    
    290
    
    
    100% leasehold interest.
    
    Consists of 290,000
square feet of
retail space in
Two, Three and Four
World Financial
Center which houses
numerous
restaurants, major
brand retailers and
business services.One Liberty Plaza
    
    
    2,347
    
    
    100% fee interest.
    
    One Liberty Plaza
is located in the
financial district
at Liberty Street
and Broadway. This
54-story steel and
glass tower which
was completed in
1972 was designed
by Skidmore, Owings
& Merrill for U.S.
Steel and the
strength of the
building lies in
the simplicity of
its sleek glass and
steel architecture.
One Liberty Plaza
offers sweeping
views of New York
Harbor and the five
boroughs, soaring
above the
newly-renovated
Zuccotti Park,
which received the
2007 American
Institute of
Architects Merit
Award.
 U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionOne New York Plaza
    
    
    2,585
    
    
    100% fee interest.
    
    One York Plaza is
located at Water
and Whitehall
Street and is the
southernmost of all
Manhattan
skyscrapers.
Constructed in
1970, this 50-story
Downtown building
is comprised of
over 2.5 million
square feet and has
a unique 111,000
square foot base.
The building
underwent a
renovation in 1995.Newport Tower
    
    
    1,100
    
    
    100% fee interest.
    
    Constructed in
1990, Newport Tower
is a 36-story
building that
offers unobstructed
views of the New
York Harbor and
Manhattan skyline.
 15




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##### 



Boston, Massachusetts
   Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    Description53 State Street
    
    
    1,235
    
    
    100% leasehold interest.
    
    Located in the
heart of Bostons
financial district,
53 State Street is
a 40-story office
tower that rises
from the historic
Boston Stock
Exchange building.
The building was
built in 1984. The
design of the
building features a
seven-story,
glass-enclosed
atrium that
connects the two
buildings and a
reflective glass
exterior.75 State Street
    
    
    1,031
    
    
    100% fee interest.
    
    75 State Street is
located in the
heart of Bostons
financial district.
This 31-story Art
Deco office
building, built in
1988, consists of
over one million
square feet of
office and retail
space and a public
parking garage
which can
accommodate 700
cars. The building
represents classic
architectural
design with
extensive use of
granite on the
exterior facade and
marble throughout
the six-story great
hall lobby, leading
to the on-site
retail, banking and
food services.
 16




---



##### 



Washington, D.C.
     Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    Of Ownership
    
    Description1625 Eye Street
    
    
    571
    
    
    100% fee interest.
    
    1625 Eye Streets
prominent design
features a
limestone and glass
façade with a
9-story
light-filled atrium
facing Eye Street.
An illuminated
160-foot campanile
offers upper floor
tenants panoramic
views of the
Washington skyline.
The building was
built in 2003.701 9th Street
    
    
    547
    
    
    100% fee interest.
    
    Built in 2001, 701
9th Street is
located across from
the national
Portrait Gallery
and one block west
of the Verizon
Center.Potomac Tower
    
    
    441
    
    
    100% fee interest.
    
    Located at 1001
North 19th Street
in Rosslyn,
Virginia, Potomac
Tower is situated
across the Potomac
River from
Georgetown. The
building offers a
panorama of the
Washington, D.C.
skyline including
the national
monuments and the
Capitol and an open
view corridor up
and down the
Potomac River.
Designed by I.M.
Pei and completed
in 1989, Potomac
Tower is one Metro
stop from
Washington, D.C.s
CBD, and less than
10 minutes from
Washington Reagan
National Airport.One Bethesda Center
    
    
    179
    
    
    100% fee interest.
    
    One Bethesda Center
is located at 4800
Hampden Lane in the
core of the
Bethesda-CBD office
market. The office
building, built in
1986, is connected
to a 2-story retail
structure by a
brick paved plaza
that is highlighted
by a dramatic clock
tower. The
propertys
stepped floor
plates offer
tenants sunlit
terraces while
simultaneously
creating a unique
silhouette against
the Bethesda
skyline.601 & 701 South 
12th Street
    
    
    562
    
    
    100% fee interest.
    
    Located on five
acres in the
Pentagon City
submarket of
Arlington,
Virginia, 601 and
701 South 12th
Street consists of
two 12-story office
buildings. Green
space connects the
buildings. Built in
1982, the buildings
were renovated in
2003 and 2004.
 17




---



##### 



U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    Description1225 Connecticut 
Avenue
    
    
    269
    
    
    100% fee interest.
    
    1225 Connecticut Avenue is a freestanding 8-story structure with
windows on all four sides. Originally built in 1968, the property
offers retail space and underground parking on-site. The property
underwent an extensive interior and exterior renovation which was
completed in 2008.1200 K Street
    
    
    434
    
    
    100% fee interest.
    
    Built in 1992, 1200 K Street is a 12-story building that is well
located in the East End submarket of Washington, D.C.1250 23rd Street
    
    
    144
    
    
    100% fee interest.
    
    1250 23rd St. was designed by H. Saka & Associates and opened in 1989.1250 Connecticut
    
    
    210
    
    
    100% fee interest.
    
    A unique Downtown building, 1250 Connecticut Avenue is a freestanding
8-story structure with windows on all four sides. Originally built in
1963, the property was renovated in 1996 and offers restaurants,
retail and underground parking on site.1400 K Street
    
    
    224
    
    
    100% fee interest.
    
    1400 K was designed by Skidmore, Owings & Merrill and opened in 1981.
Located in the East End business district, the building has views of
beautiful Franklin Park. The 12-story building has windows on all four
sides allowing abundant natural light.2000 L Street
    
    
    383
    
    
    100% fee interest.
    
    Centrally located in the CBD, 2000 L Street is an 13-story office
building that opened in 1968. In 1998, the building entrance, lobby,
storefronts and common areas were remodeled as part of a redesign by
RTKL Associates. A large floor plate offers remarkable flexibility and
efficiency for tenants large and small.2001 M Street
    
    
    264
    
    
    98% fee interest.
The remaining 2% is
owned by other
partners.
    
    Built in 1986, this 12-story office building is considered one of the
most prominent office buildings in the Washington, D.C. market.
Located in the West End of the CBD and within the Golden Triangle BID,
this beautiful, polished granite, Class A building has abundant
parking and is close to numerous restaurants and shopping.2401 Pennsylvania Ave
    
    
    93
    
    
    100% fee interest.
    
    Designed by Keyes Condon Florance, 2401 Pennsylvania Avenue was the
recipient of The Washington Chapter of the American Institute of
Architects (AIA/DC) Award for Excellence in Architecture. The
mixed-use office, retail and residential building, built in 1990, is
situated on the corner of Pennsylvania Avenue right at Washington
Circle.Bethesda Crescent
    
    
    336
    
    
    100% fee interest.
    
    Designed by Keyes Condon Florance, Bethesda Crescent is comprised of
three office buildings located above the Bethesda Metro Station. The
buildings were built in 1955 and renovated in 1988.Silver Spring Metro 
Plaza
    
    
    771
    
    
    100% fee interest.
    
    Built in 1986, Silver Spring Metro Plaza is comprised of three
buildings conveniently located in the Downtown Silver Spring business
district.One Reston Crescent
    
    
    185
    
    
    100% fee interest.
    
    One Reston Crescent, built in 2000, is the first building of the
Reston Crescent development, a 6-story structure with state-of-the-art
building systems and an elegant 2-story lobby. Reston Crescent is a
36-acre, carefully phased master development set in a wooded park
along the Dulles Corridor in Reston, Virginia.Two Reston Crescent
    
    
    185
    
    
    100% fee interest.
    
    Two Reston Crescent, the second building of the Reston Crescent
development, was completed in 2007. It is a 6-story structure with
state-of-the-art building systems and an elegant 2-story lobby.
Reston Crescent is a 36-acre, carefully phased master development set
in a wooded park along the Dulles Corridor in Reston, Virginia.Sunrise Tech Park
    
    
    316
    
    
    100% fee interest.
    
    Sunrise Technology Park is a professional complex of four contemporary
office and research and development buildings situated in Northern
Virginias Reston/Herndon Corridor. Built in 1985, each single story
structure features wrap-around window lines.Two Ballston Plaza
    
    
    223
    
    
    100% fee interest.
    
    Built in 1988, Two Ballston Plaza is an 11-story building located at
the west end of the Rosslyn-Ballston corridor.Victor Building
    
    
    347
    
    
    49.9% of the fee
interest. The
remaining interest
is held by
Principal.
    
    Expanded and renovated in 2000, the Victor Building is a historic
property located in the East End submarket in Washington, D.C. It is a
freestanding 9-story office building. The lobby and entrance have
recently been renovated and a fitness center and rooftop terrace have
been added.1550 & 1560 Wilson 
Blvd
    
    
    359
    
    
    100% fee interest.
    
    The 1550 building is a 7-story pre-cast concrete building built in
1984. The lobby was upgraded in 2001 with an earth-tone marble floor
and light wood accents on the walls. The 1560 building is 12-stories
tall and was delivered in 1986 with a glass curtain wall system
offering sweeping views of Arlington, Virginia.
 18




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##### 



Toronto, Ontario
    Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionBrookfield Place
    
    
    
    
    
    
    
    Brookfield Place
consists of almost
2.5 million square
feet of rentable
commercial space
comprising two
high-rise office
towers located in
Torontos financial
core in the block
bounded by Bay,
Wellington, Yonge
and Front Streets.
A 90-foot high
glass enclosed
galleria integrates
the two office
towers, the related
retail space, the
Hockey Hall of Fame
and 13 other
historical
buildings. With
direct access to
Union Station, the
Metro Toronto
subway system and
Commerce Court,
Brookfield Place is
a key point of
entry in the
underground
pedestrian walkway
system in Toronto. Bay Wellington Tower
    
    
    1,340
    
    
    100% fee interest.
    
    Built in 1992, the
Bay Wellington
Tower is a 47-story
tower located on
the northern
portion of
Brookfield Place. 22 Front Street
    
    
    144
    
    
    100% fee interest in 22 Front Street
    
    This retail, heritage, office
and parking complex
is located between
the TD Canada Trust
and Bay Wellington
Towers and
encompasses the
office space in the
historic and
entertainment
portion of
Brookfield Place.
Brookfield Place
includes retail on
the concourse and
main street levels,
as well as 1,465
below-grade parking
stalls serving
Brookfield Place
complex and the
Downtown district. Retail and Parking
    
    
    742
    
    
    50% interest (on a
psf basis) in
Retail and a 56%
interest in
Parking. The
remaining 50%
interest in Retail
and 44% interest in
Parking is owned
by OMERS Realty
Corporation.The Exchange Tower Block
    
    
    
    
    
    
    
    The Exchange Tower
Block consists of
two office towers
including the
Exchange Tower and
105 Adelaide, and
the retail and
parking components
of the complex. Exchange Tower
    
    
    1,160
    
    
    50% leasehold
interest in the
North parcel
(containing a
3-story building)
and a 50% freehold
and leasehold
interest in the
South Parcel (which
includes the
Exchange Tower).
The remaining 50%
leasehold and
freehold interests
are held by TTC
Pension Fund (25%)
and Hospitals of
Ontario Pension
Fund (25%).
    
    Exchange Tower is
located in
Torontos financial
core at the corner
of York and King
Streets. The
office property is
integrated with the
Toronto financial
core and the
underground
pedestrian network
as a component of
the Exchange Tower
Block. The
building was built
1981 and renovated
in 1999. 105 Adelaide Street 
West
    
    
    232
    
    
    100% leasehold
interest and a 25%
fee interest in the
Canadian Office
Funds 50%
interest. The
other 50% freehold
interest is owned
by a Canadian life
insurance company
    
    105 Adelaide Street
West, also known as
Lombard Place, is a
12-story office
property located in
the financial core
between the
Exchange Tower and
First Canadian
Place. This class
A building was
built in 1962 and
completely
renovated in 1990.
 19




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##### 



Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionHudsons Bay Centre
    
    
    1,092
    
    
    100% leasehold
interest and 100%
fee interest in
certain components.
    
    The Hudsons Bay
Centre comprises an
office tower at 2
Bloor Street East,
the Bay department
store and an
extensive retail
concourse with a
variety of shops
and services.
Built in 1973 and
renovated in 2001,
the building is
directly above the
intersection of two
subway lines at the
corner of Yonge and
Bloor Streets and
in close proximity
to the Don Valley
Expressway, the
Hudsons Bay Centre
offers excellent
accessibility.Queens Quay Terminal
    
    
    504
    
    
    100% fee interest.
    
    Built in 1926 and
renovated in 1983,
Queens Quay
Terminal is located
in the waterfront
in Downtown
Torontos financial
district. The
property also
contains
condominium units
which are owned
freehold by other
parties.HSBC Building
    
    
    225
    
    
    100% fee interest
in 1/3 of the
property and a 100%
leasehold interest
in 2/3 of the
property. The
other freehold
owner is a private
investor.
    
    The HSBC Building
is located in
Torontos financial
core at the corner
of Wellington and
York Streets. The
project is a
17-story office
tower completed in
1990 and is
integrated with the
Toronto financial
core and
underground
pedestrian network.
 Canadian Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionFirst Canadian Place
    
    
    2,781
    
    
    50% fee interest.
The other 50%
interest owner is a
Canadian life
insurance company.
    
    Located in Downtown
Toronto, First
Canadian Place is a
complex consisting
of office, banking,
shopping complex
and parking. With
72-storys, the
office tower has
remained
unchallenged as the
tallest office
building in Canada
since it was
constructed in
1975.2 Queen St. E.
    
    
    545
    
    
    100% fee and
leasehold interest.
    
    2 Queen Street East
is situated in
Torontos financial
core and built in
2003, the building
is the citys
newest Downtown
office tower. The
propertys unique
design incorporates
a historic 1910
bank branch. The
property provides a
direct connection
to the citys
underground
pedestrian walkway
and is integrated
with the Queen
Street subway
station.151 Yonge St.
    
    
    371
    
    
    100% fee interest.
    
    The Yonge Richmond
Centre is situated
in Torontos
financial core.
The building was
built in 1991and
renovated in 1998.
The property
provides a direct
connection to the
citys underground
pedestrian walkway
and is connected to
2 Queen Street
East to the north
as well as the
Queen Street subway
station.
 20




---



##### 



Calgary, Alberta
    Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionBankers Hall
    
    2,693
    
    50% fee interest.
The remaining 50%
interest is owned
by BCIMC.
    
    Built in 1988, the
Bankers Hall
complex is
comprised of three
towers: East Tower,
West Tower and the
Royal Bank
Building. The East
and West Towers and
twin 52-story
office towers
sitting above a
7-story
office/retail
podium that
integrates the
historic
Hollingsworth
Building and the
adjacent 26-story
Royal Bank
Building.Petro-Canada Centre
    
    1,952
    
    50% fee interest.
The remaining 50%
interest is owned
by ARCI Ltd.
    
    Petro-Canada Centre
consists of a
two-tower
office-retail
complex and
underground parking
garage. The office
towers are 52-story
west tower and the
32-story east
tower. The
property is located
in the Calgary CBD
and is connected to
the above-ground
pedestrian walkway
system. The
property was
constructed in 1983
and is one of the
top three office
complexes in
Calgary.Fifth Avenue Place
    
    1,681
    
    50% fee interest.
The remaining 50%
interest is owned
by Alberta
Investment
Management.
(AIMCO)
    
    Fifth Avenue Place
is comprised of two
35-story office
towers. Fifth
Avenue Place, which
is connected to the
above-ground
pedestrian walkway
system, was
completed in 1981,
and since
acquisition has
undergone a
substantial capital
investment program.
 Canadian Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionAltius Centre
    
    378
    
    100% fee interest.
    
    Altius Centre is
situated in the
heart of Downtown
Calgary. The
property is a
single tower,
31-story office
building, directly
connected to the
citys above-ground
walkway system.
The building was
built in 1973 and
renovated in 1991.
 21




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##### 



Ottawa, Ontario
    Canadian Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionPlace de Ville I
    
    1,089
    
    100% leasehold interest.
    
    Place de Ville I is
located in the
western portion of
Ottawas Downtown
core in the block
bounded by Albert
Street, Kent
Street, Queen
Street and Lyon
Street. Built in
1974 and renovated
in 1994, the
property is
comprised of two
towers (A and B),
situated at right
angles to each
other.Place de Ville II
    
    1,043
    
    100% fee interest.
    
    Place de Ville II
is located in the
western portion of
Ottawas Downtown
core in the block
bounded by Sparks
Street, Kent
Street, Queen
Street and Lyon
Street. It is
comprised of Tower
C, a 29-story
building, the
Podium, a smaller
4- story building,
a below grade
retail service
concourse which
includes office
space, retail
outlets, a food
court, storage
space and, a
four-level
underground parking
facility with 770
parking stalls and
storage facilities.
The building was
built in 1971 and
renovated in 1995.Jean Edmonds Towers
    
    648
    
    100% fee interest.
    
    Jean Edmonds Towers
is located in the
western portion of
Ottawas Downtown
core in the block
bounded by Slater
Street, Kent
Street, Laurier
Avenue West and
Bank Street. Built
in 1974 and
renovated in 1994,
the property is
comprised of two
20-story buildings
linked at ground
level by a 1-story
building which
serves as a
restaurant. The
remaining ground
floor premises,
situated in the
towers themselves,
offer retail
services.
 22




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##### 



Southern California
  Los Angeles CBD
  U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionFigueroa at Wilshire
    
    1,162
    
    100% fee interest.
    
    The 52-story office
tower, completed in
1990, features a
Brazilian Rose
polished granite
exterior, two
dramatic, 75-foot
high atria lobbies,
and an open-air
plaza highlighted
by a 36-foot tall
fire and water
feature.Bank of America Plaza
    
    1,765
    
    100% fee interest.
    
    Bank of America
Plaza was completed
in 1974. The
55-story office
tower is situated
on a 4.21-acre site
that features a
unique formal
garden with over
200 trees and three
24-foot waterfalls.
Near the buildings
main entrance is
the 42-foot-high
Four Arches
sculpture by
Alexander Calder.Ernst & Young Tower
    
    1,636
    
    100% fee interest.
    
    Built in 1985 and
designed by
Skidmore, Owings
and Merrill, Ernst
& Young Plaza is a
41 story granite
and glass tower
situated in the Los
Angeles CBD on
approximately 4
acres. Situated
below the park-like
plaza area is 7 +
FIG, a tri-level
open air retail
center.
 Los Angeles Westside
  U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionMarina Towers
    
    468
    
    50% leasehold interest.
A family trust holds
the remaining 50%
interest.
    
    Marina Towers is
comprised of two
12-story towers,
completed in 1970
and 1972,
overlooking the Los
Angeles County
small boat and
yacht harbor in
Marina Del Rey. The
towers are
architecturally
mirrored with
vertical bands of
glass and engaged
columns. A
free-standing, six
level parking
structure and
retail storefront
sits between the
two towers. Located
prominently at the
East border of
Marina del Rey,
tenants have
unobstructed views
in every direction.5670 Wilshire Blvd.
    
    428
    
    100% fee interest.
    
    5670 Wilshire
Boulevard is a
27-story office
building, built in
1965 and renovated
in 1990. Outside
of the serene
granite clad lobby
is a landscaped
courtyard leading
to the 5-story
parking structure.9665 Wilshire Blvd.
    
    235
    
    100% fee interest.
    
    9665 Wilshire
Boulevard is a
10-story office
building located in
Beverly Hills. The
building was built
in 1972 and
renovated in 1993.Westwood Center
    
    318
    
    100% fee interest.
    
    Westwood Center is
a 22-story office
building, built in
1965 and completely
renovated in 2000.
The building
features
floor-to-ceiling
glass, a
beautifully
designed lobby with
abundant natural
light and state of
the art
communication
systems.
 23




---



##### 



Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionWachovia Center
    
    640
    
    100% leasehold interest.
    
    Built in 1983,
Wachovia Center is
a 25-story Class A
office building
located in the
Brentwood area of
Los Angeles. The
building offers
large floor plates,
beautiful ocean,
city and mountain
views and is within
walking distance of
Brentwoods many
restaurants, banks
and retail
services.Howard Hughes Center
    
    
    
    
    
    Howard Hughes
Center is a
first-class
multi-building
project located on
the Westside of Los
Angeles and
convenient to the
Los Angeles
International
Airport, Marina Del
Rey and the South
Bay. The complex
includes landscaped
plazas,
restaurants,
theaters, a health
club and retail
services. 6060 Center Drive
    
    381
    
    100% fee interest.
    
    6060 Center Drive
is a 10-story
office building,
completed in 1999.
It is nestled
against a gentle
water feature
adjoining the main
central courtyard
and large, 25,000
foot floor plates.
The building
includes 20,000
square feet of
basement space. 6080 Center Drive
    
    479
    
    100% fee interest.
    
    6080 Center Drive
is a 12-story
office building,
completed in 2001.
The lobby features
natural stone and
glass and
incorporates the
striking adjacent
exterior landscape
for a distinctly
sophisticated feel.
The building
includes 20,000
square feet of
basement space. 6100 Center Drive
    
    462
    
    100% fee interest.
    
    6100 Center Drive
is a 12-story,
284,000-square-foot
building completed
in 2003. 6601 Center Drive
    
    150
    
    100% fee interest.
    
    Also known as
Northpoint Tower,
this 7-story office
building was
completed in 1991
and sits at the tip
of the center. Howard Hughes Tower
    
    479
    
    100% fee interest.
    
    Howard Hughes Tower
is a 16-story Class
A office building
with efficient
floor plates and
unobstructed views.
The first building
in the complex, the
tower was built in
1987 and renovated
in 2001. Spectrum Club
    
    37
    
    100% fee interest.
    
    This single-user
building was
constructed and
leased as a health
club, providing a
first-class amenity
to the surrounding
complex and
neighboring
revitalized
community.
 Long Beach
  U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionLandmark Square
    
    655
    
    100% fee interest.
    
    Located in Downtown
Long Beach,
Landmark Square,
was built in 1991.
The 26-story office
building features
granite throughout
the lobby, high
ceilings, and
unique works by
local artists. A
beautifully
designed garden
located on the
rooftop of the
parking structure
can be seen from
almost every floor
of the building.
Landmark Square has
more than 1300
parking spaces that
lead to both the
lobby of the
building as well as
Pine Avenue.
 24




---



##### 



San Diego
   U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    Description701 B Street
    
    549
    
    100% leasehold interest.
    
    701 B Street is a
24-story Class A
office building,
completed in 1982,
and located in
Downtown San Diego.707 Broadway
    
    311
    
    100% leasehold interest.
    
    707 Broadway is
18-story building
built in 1963,
renovatedin 1988,
and located in
Downtown San Diego.Arden Towers at Sorrento
    
    608
    
    100% fee interest.
    
    Arden Towers at
Sorrento is an
office and retail
complex completed
in 1991 and located
in the Sorrento
Mesa submarket
north of downtown
San Diego. The
complex consists of
four office towers
and an adjacent
54,000 square foot
retail center.
 25




---



##### 



Houston
   Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    Description1201 Louisiana
    
    892
    
    100% fee interest.
    
    Situated in
Houstons CBD, 1201
Louisiana is a
35-story building
comprising 892,000
square feet. The
property features
direct connection
to Houstons
all-weather
tunnel/skywalk
system which
provides direct
access to Allen
Center and the
Hyatt Regency Hotel
as well as many
eateries and retail
shops. Outfitted
with
mirror-finished
reflective glass,
1201 Louisiana
offers distinctive
architecture and
views of the city
are highlighted by
full
floor-to-ceiling
windows. The
building was built
in 1971 and
renovated in 1981
and 1996. The
building is three
blocks from the
light rail and has
three levels of
on-site parking.
 U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionCullen Center
    
    
    
    
    
    The Cullen Center complex consists of four office towers: 500 Jefferson,
Continental Center I, Continental Center II and KBR Tower. Parking is available in
four attached garages and there are several Metro stops adjacent to the complex.
Cullen Center is inter-connected via an overhead walkway and is accessible to the
Downtown tunnel system. 500 Jefferson
    
    434
    
    100% fee interest.
    
    Built in 1962, 500 Jefferson is a 20-story office tower in the Cullen Center complex. Continental Center I
    
    1,509
    
    100% fee interest.
    
    Built in 1984, Continental Center I is a 51-story office tower in the Cullen Center
complex. Continental Center II
    
    530
    
    100% fee interest.
    
    Built in 1972, Continental Center II is a 20-story office tower in the Cullen Center
complex. KBR Tower
    
    1,302
    
    50% fee interest
and ground lease
interest.
    
    Built in 1973 and renovated in 1991, KBR Tower is a 40-story office tower in the
Cullen Center complex.Allen Center
    
    
    
    
    
    Allen Center is a Class A office complex in Downtown Houston. Allen Center is the
only Downtown Houston development that incorporates a significant amount of green
space into the common area plazas. Served by the Downtown tunnel system, Allen
Center is adjacent to several Metro bus and Downtown trolley stops. One Allen Center
    
    993
    
    100% fee interest.
    
    Completed in 1972 and renovated in 1992, One Allen Center is a 34-story office tower
in the Allen Center complex. Two Allen Center
    
    996
    
    100% fee interest.
    
    Completed in 1978 and renovated in 1992, Two Allen Center is a 36-story office tower
in the Allen Center complex. Three Allen Center
    
    1,195
    
    100% fee interest.
    
    Completed in 1980, Three Allen Center is a 50-story office tower in the Allen Center
complex. Four Allen Center
    
    1,267
    
    100% fee interest.
    
    Completed in 1983, Four Allen Center is a 50-story office tower in the Allen Center
complex.
 26




---



##### 



Denver, Colorado
   Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionRepublic Plaza
    
    1,827
    
    100% fee interest.
    
    Built in 1984,
Republic Plaza is
Denvers tallest
office building at
714 feet tall and
56 stories.
Designed by
Skidmore, Owings &
Merrill and built
of reinforced
concrete clad in
Sardinian granite,
Republic Plaza
includes 1.2
million square feet
of office space,
and three retail
levels. The
building is known
for its three-story
marble lobby that
features a
quarterly Art in
Public Places
program of Colorado
and regional
artists.
 27




---



##### 



Minneapolis, Minnesota
    Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    Description33 South Sixth Street /City
Center
    
    1,803
    
    WRAP mortgage lender.
    
    33 South Sixth
Street is a
50-story office
building located in
the heart of
Minneapolis 64
square block skyway
system. The
building was
constructed and
opened in 1983.
The Minneapolis
City Center
component of the
project consists of
a retail mall
renovated in 2005.
There are six
skyway connections
entering into the
City Center. The
project also houses
the Minneapolis
Marriott at City
Center, a 584-room
full- service
hotel. The project
also contains a 687
stall parking
garage for office
tower tenant and
retail patrons.RBC Plaza /
Gaviidae Common I & II
    
    1,248
    
    A 100% freehold interest.
    
    RBC Plaza, located
at 60 South 6th
Street, is a
mixed-use office
and retail
development in the
Minneapolis
financial district
on the Nicollet
Mall. The 40-story
office tower was
completed in 1991.
The property also
has 700 underground
parking stalls
within the two
Gaviidae garages.
Gaviidae Common I
and II is a five
level retail center
spanning two
half-blocks on
Nicollet Mall
between 5th and 7th
Streets, connected
to the Downtown
core by the 64
block skyway
system.
 28




---



##### 



Edmonton, Alberta
   Canadian Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionCanadian Western 
Bank Place
    
    498
    
    
    100% fee interest.
    
    Canadian Western
Bank Place is a
30-story office
tower, located at
the intersection of
Edmontons downtown
financial and
government
districts. Built in
1980 and renovated
1999, the building
has an exterior
sheath of anodized
aluminum panels and
solar glass and
distinctive double
setback corners
which make a bold
architectural
statement.Enbridge Tower
    
    214
    
    
    100% fee interst.
    
    Enbridge Tower,
situated on the
southwest corner of
Jasper Avenue and
102 Street, was
built in 1981. The
building is
characterized by
its eight-story
atrium lobby and
its 38.5 degree
sloped metal roof.
 29




---



##### 



Vancouver, British Columbia
   Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionRoyal Centre
    
    853
    
    
    100% fee interest.
    
    Royal Centre is a
Class A office
building located in
the prime CBD of
Downtown Vancouver
that was most
recently renovated
in 2001. This
36-story building
is adjacent to the
Vancouver Hyatt
Regency Hotel.
Located on the
corner of Georgia
and Burrard, Royal
Centre is
conveniently
situated within the
business and retail
amenities of
Downtown Vancouver.
The property has
two retail levels
with shops and
services with
direct access to
the Burrard
Skytrain station,
in addition to
parking for 688
vehicles in a
three-level
underground parking
garage.
 30




---



##### 



Service Businesses
 Brookfield LePage Johnson Controls Facility Management Services
  Brookfield Residential Management Services
  Employees
  31




---



##### 



Company And Real Estate Industry Risks
   If the global market and economic crisis intensifies or continues for a long period, disruptions in
the capital and credit markets may adversely affect our business, financial condition and results
of operations.
     Our economic performance and the value of our real estate assets are subject to the risks
incidental to the ownership and operation of real estate properties.
  32




---



##### 



We are dependent upon the economic climates of our primary markets.
  The impact of foreign exchange fluctuations may have a negative impact on our future revenues and
net income.
  We face risks associated with the use of debt to finance our business, including refinancing risk.
   If we are unable to manage our interest rate risk effectively, our cash flows and operating results
may suffer.
  33




---



##### 



We face potential adverse effects from tenant defaults, bankruptcies or insolvencies.
   Reliance on major tenants could adversely affect our results of operations.
  Our tenant base is concentrated heavily in three industries and unfavourable conditions in these
industries may adversely impact our financial condition and results of operations.
  Our inability to enter into renewal or new leases on favorable terms for all or a substantial
portion of space that is subject to expiring leases would adversely affect our cash flows and
operating results.
  Our insurance may not cover some potential losses or may not be obtainable at commercially
reasonable rates, which could adversely affect our financial condition and results of operations.
    34




---



##### 



If we are unable to recover from a business disruption on a timely basis our financial condition
and results of operations would be adversely affected.
  We are dependent on our management personnel.
  We may be unable to complete development and redevelopment projects at all or on advantageous
terms.
  Because real estate investments are illiquid, we may not be able to sell properties when
appropriate.
  35




---



##### 



We have no corporate limitation on the amount of debt we can incur.
  Our competitors may adversely affect our ability to lease our properties which may cause our cash
flows and operating results to suffer.
  We do not have sole control over the properties that we own with co-venturers, partners, fund
investors or co-tenants or over the revenues and certain decisions associated with those
properties, which may limit our flexibility with respect to these investments.
   We face risks associated with property acquisitions.
  36




---



##### 



The expiration of long-term ground leases could adversely affect our results of operations.
  Building
    
    City
    
    Expiration
    
    Notes105 Adelaide Street West
    
    Toronto
    
    2043(1)
    
    We own a 100% leasehold interest and a 25% interest in the ground
lessor which holds a 50% freehold interest.First Canadian Place
    
    Toronto
    
    2023
    
    
    We own a 25% interest in the ground lessor which holds a 50%
freehold interest. We also own a 25% interest in the ground
lessee which holds a 100% leasehold interest.Marina Towers
    
    Los Angeles
    

    2063Wachovia Center
    
    Los Angeles
    

    2066Place de Ville I
    
    Ottawa
    

    2065
    
    
    There are two ground leases for this property.One, Two, Three and Four
World Financial Center
    
    New York
    
    2069701 B Street
    
    San Diego
    
    2069, 2076
    
    
    There are two ground leases for this property.Hudsons Bay Centre
    
    Toronto
    
    2070, 2011
    
    
    There are two ground leases that cover a portion of this property.HSBC Building (70 York Street)
    
    Toronto
    
    2083
    
    
    Ground lease only covers a portion of the property707 Broadway
    
    San Diego
    
    2089
    
    
    There are two ground leases that cover a portion of this property.2 Queen Street East
    
    Toronto
    
    2099
    
    
    Only a small portion of this property is subject to the ground
lease (0.15 acres of 0.99 acres). We own a 25% leasehold interest
in the leasehold parcel and a 25% interest in the freehold parcel.Bankers Hall
    
    Calgary
    
    2101
    
    
    We own a 50% interest in the ground lease.Royal Bank Building
    
    Calgary
    
    2101
    
    
    We own a 50% interest in the ground lessor.KBR Tower
    
    Houston
    
    2057Exchange Tower
    
    Toronto
    

    2891, 2115, 2232
    
    
    There are three ground leases for this property. We own a 50%
interest in the ground lessor of a portion of the property.
 (1)
    
    Ground lessee has the option to extend the ground lease for an additional 30 years to
2073.
 We are subject to possible environmental liabilities and other possible liabilities.
   37




---



##### 



The failure of certain of our subsidiaries to qualify as a REIT under U.S. tax rules would have
adverse tax consequences which could materially affect the cash flows we realize.
  
    
    the subsidiaries will be subject to tax on their taxable income at regular corporate
rates;
    
    the subsidiaries will not be able to deduct, and will not be required to make,
distributions to their stockholders, including us, in any year in which they fail to
qualify as a REIT;
    
    the subsidiaries could be subject to federal alternative minimum tax and/or increased
state and local taxes; and
    
    unless the subsidiaries are entitled to relief under specific statutory provisions, they
will be disqualified from taxation as REITs for the four taxable years following the year
during which they lose their qualification.
  Even if certain of our subsidiaries qualify as REITs, they are required to pay some taxes, which
may result in less cash available for distribution to stockholders.
  38




---



##### 



Changes in tax law and practice may have a material adverse effect on our financial condition and
results of operations.
  If we were a passive foreign investment company, or PFIC, for U.S. federal income tax purposes,
U.S. shareholders generally would be subject to adverse U.S. federal income tax consequences.
  39




---



##### 



DIVIDENDS AND DIVIDEND POLICY
    2008
    
    2007
    
    2006Per common share
    
    $
    0.56
    
    
    $
    0.55
    (1)
    
    $
    0.51Total
    
    $
    219,472,210
    
    
    $
    216,298,786
    
    
    $
    172,725,592
 (1)
    
    Dividend was increased on June 30, 2007 to an effective annualized rate of $0.56 per share.  ($, except share information)
    
    
    
    2008
    
    2007
    
    2006Authorized
    
    Outstanding
    
    
    
    Per Share
    
    Total
    
    Per Share
    
    Total
    
    Per Share
    
    Total14,202,000
    
    
    
    14,201,980
    
    
    Class A redeemable
voting, Series A &
B
    
    
    C$0.0833
    
    
    
    1,154,162
    
    
    
    C$0.0833
    
    
    
    1,077,248
    
    
    
    C$0.0833
    
    
    
    1,101,5722,000,000
    
    
    
    2,000,000
    
    
    Class AA Series E
    
    
    C$0.8776
    
    
    
    1,642,021
    
    
    
    C$1.0178
    
    
    
    2,035,539
    
    
    
    C$0.9922
    
    
    
    1,696,03212,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series E
    
    
    C$0.8457
    
    
    
    6,343,423
    
    
    
    C$0.4830
    
    
    
    3,598,972
    
    
    
    C$1.0082
    
    
    
    7,137,4718,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series F
    
    
    C$1.5000
    
    
    
    11,251,758
    
    
    
    C$1.5000
    
    
    
    11,177,347
    
    
    
    C$1.5000
    
    
    
    10,619,4696,000,000
    
    
    
    4,400,000
    
    
    Class AAA Series G
    
    
    1.3125
    
    
    
    5,775,000
    
    
    
    1.3125
    
    
    
    5,775,000
    
    
    
    1.3125
    
    
    
    5,775,0008,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series H
    
    
    C$1.4375
    
    
    
    10,782,935
    
    
    
    C$1.4375
    
    
    
    10,711,624
    
    
    
    C$1.4375
    
    
    
    10,176,9918,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series I
    
    
    C$1.3000
    
    
    
    9,751,524
    
    
    
    C$1.3000
    
    
    
    9,687,034
    
    
    
    C$1.3000
    
    
    
    9,203,5408,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series J
    
    
    C$1.2500
    
    
    
    9,376,465
    
    
    
    C$1.2500
    
    
    
    9,314,456
    
    
    
    C$1.2500
    
    
    
    8,849,5588,000,000
    
    
    
    6,000,000
    
    
    Class AAA Series K
    
    
    C$1.3000
    
    
    
    7,313,643
    
    
    
    C$1.3000
    
    
    
    7,265,276
    
    
    
    C$1.3000
    
    
    
    6,902,665$
    63,390,931
    
    
    
    
    
    
    $
    60,642,496
    
    
    
    
    
    
    $
    61,462,298
 DESCRIPTION OF CAPITAL STRUCTURE
 General Description of Capital Structure
  Class A Preference Shares  unlimited authorized
   Class AA Preference Shares  6,000,000 authorized (2,400,000 shares have been issued and redeemed)
  Class AAA Preference Shares  unlimited authorized
        40




---



##### 



Appendix C www.brookfieldproperties.com www.sedar.com
 Ratings
  Dominion BondStandard
& Poors Rating Service (S&P)
    
    Rating Service Inc. (DBRS)Corporate rating
    
    BBB
    
    BBB(high)Preference shares
    
    P-3(high)
    
    Pfd-3(high)
      41




---



##### 



MARKET FOR SECURITIES
   TSX(1)
    
    NYSE(2)Price (C$)
    
    
    
    
    
    Price ($)Month
    
    High
    
    Low
    
    Volume
    
    High
    
    Low
    
    VolumeJanuary
    
    
    20.66
    
    
    
    17.18
    
    
    
    9,249,302
    
    
    
    20.79
    
    
    
    16.88
    
    
    
    44,889,100February
    
    
    21.50
    
    
    
    18.16
    
    
    
    7,242,621
    
    
    
    21.49
    
    
    
    18.52
    
    
    
    37,574,600March
    
    
    20.01
    
    
    
    17.30
    
    
    
    15,430,095
    
    
    
    19.48
    
    
    
    17.18
    
    
    
    46,772,700April
    
    
    20.99
    
    
    
    19.60
    
    
    
    7,402,559
    
    
    
    20.81
    
    
    
    19.17
    
    
    
    32,759,100May
    
    
    21.83
    
    
    
    19.26
    
    
    
    7,453,948
    
    
    
    21.41
    
    
    
    19.50
    
    
    
    23,224,700June
    
    
    21.12
    
    
    
    18.00
    
    
    
    8,509,027
    
    
    
    20.77
    
    
    
    17.75
    
    
    
    28,814,700July
    
    
    20.25
    
    
    
    16.55
    
    
    
    8,921,013
    
    
    
    19.80
    
    
    
    16.57
    
    
    
    47,066,300August
    
    
    23.16
    
    
    
    18.96
    
    
    
    12,578,817
    
    
    
    21.65
    
    
    
    18.45
    
    
    
    38,996,700September
    
    
    23.43
    
    
    
    15.51
    
    
    
    17,664,071
    
    
    
    22.10
    
    
    
    14.65
    
    
    
    74,231,400October
    
    
    16.84
    
    
    
    9.87
    
    
    
    11,584,128
    
    
    
    15.61
    
    
    
    7.63
    
    
    
    95,104,304November
    
    
    12.25
    
    
    
    6.29
    
    
    
    10,190,158
    
    
    
    10.19
    
    
    
    4.85
    
    
    
    80,343,800December
    
    
    9.70
    
    
    
    6.56
    
    
    
    10,606,940
    
    
    
    7.89
    
    
    
    5.24
    
    
    
    125,564,304
 (1)
    
    Source, TSX Market Data(2)
    
    Source, Sun Gard  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    25.35
    
    
    
    24.14
    
    
    
    64,653February
    
    
    25.99
    
    
    
    24.86
    
    
    
    54,236March
    
    
    25.21
    
    
    
    24.45
    
    
    
    59,549April
    
    
    25.19
    
    
    
    24.44
    
    
    
    153,518May
    
    
    25.75
    
    
    
    24.91
    
    
    
    77,231June
    
    
    25.70
    
    
    
    25.00
    
    
    
    70,325July
    
    
    25.15
    
    
    
    23.50
    
    
    
    62,973August
    
    
    25.00
    
    
    
    24.08
    
    
    
    144,551September
    
    
    24.90
    
    
    
    20.50
    
    
    
    97,469October
    
    
    21.14
    
    
    
    14.00
    
    
    
    340,571November
    
    
    18.75
    
    
    
    13.25
    
    
    
    381,048December
    
    
    16.45
    
    
    
    10.25
    
    
    
    170,117
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    24.50
    
    
    
    22.75
    
    
    
    49,840February
    
    
    24.50
    
    
    
    23.65
    
    
    
    43,115March
    
    
    24.50
    
    
    
    23.65
    
    
    
    40,765April
    
    
    23.80
    
    
    
    22.86
    
    
    
    43,440May
    
    
    24.25
    
    
    
    23.25
    
    
    
    48,420June
    
    
    24.15
    
    
    
    22.50
    
    
    
    83,201July
    
    
    23.25
    
    
    
    20.81
    
    
    
    28,651August
    
    
    22.68
    
    
    
    21.00
    
    
    
    34,481September
    
    
    22.06
    
    
    
    16.84
    
    
    
    76,234October
    
    
    16.26
    
    
    
    9.00
    
    
    
    93,206November
    
    
    13.25
    
    
    
    7.69
    
    
    
    135,655December
    
    
    9.45
    
    
    
    6.64
    
    
    
    171,108
 42




---



##### 



Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    24.89
    
    
    
    23.25
    
    
    
    41,063February
    
    
    24.66
    
    
    
    23.60
    
    
    
    68,343March
    
    
    24.99
    
    
    
    23.03
    
    
    
    92,339April
    
    
    24.69
    
    
    
    23.69
    
    
    
    71,564May
    
    
    24.92
    
    
    
    23.61
    
    
    
    281,995June
    
    
    24.67
    
    
    
    23.70
    
    
    
    106,972July
    
    
    24.20
    
    
    
    23.40
    
    
    
    79,652August
    
    
    23.98
    
    
    
    22.56
    
    
    
    63,791September
    
    
    23.27
    
    
    
    19.45
    
    
    
    78,370October
    
    
    19.33
    
    
    
    11.50
    
    
    
    219,955November
    
    
    16.39
    
    
    
    10.70
    
    
    
    340,745December
    
    
    12.48
    
    
    
    8.00
    
    
    
    381,729
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    25.47
    
    
    
    23.91
    
    
    
    119,611February
    
    
    25.40
    
    
    
    24.75
    
    
    
    37,296March
    
    
    25.40
    
    
    
    24.06
    
    
    
    62,636April
    
    
    25.85
    
    
    
    24.24
    
    
    
    106,644May
    
    
    25.49
    
    
    
    25.05
    
    
    
    137,240June
    
    
    25.35
    
    
    
    24.11
    
    
    
    63,659July
    
    
    24.95
    
    
    
    24.16
    
    
    
    80,813August
    
    
    25.24
    
    
    
    24.51
    
    
    
    160,058September
    
    
    25.05
    
    
    
    21.80
    
    
    
    114,041October
    
    
    22.69
    
    
    
    17.00
    
    
    
    200,206November
    
    
    22.95
    
    
    
    15.61
    
    
    
    189,645December
    
    
    19.35
    
    
    
    15.60
    
    
    
    485,689
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    23.37
    
    
    
    22.11
    
    
    
    168,136February
    
    
    24.29
    
    
    
    22.60
    
    
    
    84,905March
    
    
    24.21
    
    
    
    22.38
    
    
    
    53,120April
    
    
    23.31
    
    
    
    22.50
    
    
    
    85,470May
    
    
    24.29
    
    
    
    22.90
    
    
    
    150,650June
    
    
    24.24
    
    
    
    21.71
    
    
    
    105,140July
    
    
    23.00
    
    
    
    19.98
    
    
    
    233,908August
    
    
    22.77
    
    
    
    20.99
    
    
    
    68,160September
    
    
    22.30
    
    
    
    15.60
    
    
    
    154,390October
    
    
    17.99
    
    
    
    9.37
    
    
    
    289,009November
    
    
    17.00
    
    
    
    10.50
    
    
    
    227,564December
    
    
    12.00
    
    
    
    7.60
    
    
    
    405,370
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    22.80
    
    
    
    21.31
    
    
    
    115,951February
    
    
    23.40
    
    
    
    22.80
    
    
    
    47,437March
    
    
    23.65
    
    
    
    21.46
    
    
    
    50,535April
    
    
    22.35
    
    
    
    21.31
    
    
    
    83,915May
    
    
    23.82
    
    
    
    21.82
    
    
    
    225,052June
    
    
    23.39
    
    
    
    21.00
    
    
    
    103,438July
    
    
    21.30
    
    
    
    18.90
    
    
    
    96,142August
    
    
    22.00
    
    
    
    20.30
    
    
    
    76,811September
    
    
    21.74
    
    
    
    16.21
    
    
    
    86,109October
    
    
    16.31
    
    
    
    9.61
    
    
    
    234,603November
    
    
    13.67
    
    
    
    9.50
    
    
    
    287,555December
    
    
    11.41
    
    
    
    6.75
    
    
    
    396,268
 43




---



##### 



DIRECTORS AND OFFICERS
  Directors
 DirectorName, municipality of residence
    
    since
    
    Principal Occupation and Five-year Occupation HistoryGORDON E. ARNELL
Calgary, Alberta, Canada
    
    
    1989
    
    
    Mr. Arnell has been Chairman of our board of directors since 1995.WILLIAM T. CAHILL(1)(3)Ridgefield, Connecticut, U.S.A.
    
    
    2000
    
    
    Mr. Cahill has been Managing Director Independent Risk at Citi Community
Capital since 2002.RICHARD B. CLARK
New York, New York, U.S.A.
    
    
    2002
    
    
    Mr. Clark has been Chief Executive Officer of Brookfield Properties since 2002.JACK L. COCKWELL
Toronto, Ontario, Canada
    
    
    1999
    
    
    Mr. Cockwell has been Group Chairman of BAM since 2002.J. BRUCE FLATT(2)Toronto, Ontario, Canada
    
    
    1996
    
    
    Mr. Flatt has been Senior Managing Partner and Chief Executive Officer of BAM
since 2002.RODERICK D. FRASER, PH.D.,
O.C.(3)
Edmonton, Alberta, Canada
    
    
    2005
    
    
    Dr. Fraser has been President Emeritus of the University of Alberta since
2005. He previously served as President and Vice-Chancellor of the University
of Alberta from January 1995 to June 2005.PAUL D. MCFARLANE(1)(2)
Mississauga, Ontario, Canada
    
    
    1998
    
    
    Mr. McFarlane is a corporate director. He retired from a Canadian chartered
bank in 2002 after more than 40 years of service.ALLAN S. OLSON(1)(3)Edmonton, Alberta, Canada
    
    
    1995
    
    
    Mr. Olson has been Chairman and Chief Executive Officer of First Industries
Corporation, an investment and management company, since 1991.LINDA D. RABBITT(2)Bethesda, Maryland, U.S.A
    
    
    2005
    
    
    Ms. Rabbitt is Chief Executive Officer, Founder and Chairman of Rand
Construction Corporation since 1989.ROBERT L. STELZL(1)Los Angeles, California, U.S.A
    
    
    2005
    
    
    Mr. Stelzl is a corporate director. He retired from Colony Capital, LLC after
more than fourteen years service as principal and member of the Investment
Committee. Mr. Stelzl is Chairman of Brookfield Homes and serves as a
director of the Van Eck Family of Mutual Funds in New York.DIANA L. TAYLOR(3)New York, New York, U.S.A
    
    
    2007
    
    
    Ms. Taylor is a managing director of Wolfensohn & Co since 2007. She served as
the Superintendent of Banks for the State of New York from June 2003 through
March 2007.JOHN E. ZUCCOTTI
New York, New York, U.S.A.
    
    
    1998
    
    
    Mr. Zuccotti has been Co-Chairman of our board of directors since 2002,
Chairman of the board of directors of Brookfield Financial Properties, Inc.
since 1996 and Senior Counsel, Weil, Gotshal and Manges LLP since 1998.
 (1)
    
    Member of the Audit Committee(2)
    
    Member of the Human Resources and Compensation Committee(3)
    
    Member of the Governance and Nominating Committee 44




---



##### 



Officers
  Name, municipality ofresidence
    
    Position Held
    
    Five-year Occupation HistorySTEVEN J. DOUGLAS
    
    President
    
    Mr. Douglas has held his present principal occupation sinceMississauga, Ontario, Canada
    
    
    
    January 2009 and has been a Senior Managing Partner of BAMsince 2006.  He was previously Executive Vice President andChief Financial Officer of a mining company controlled by BAMfrom 2003 to 2006.  Mr. Douglas is also Senior ManagingPartner of BAMs global real estate group.THOMAS F. FARLEY
    
    President and Chief
    
    Mr. Farley has held his present principal occupation sinceCalgary, Alberta, Canada
    
    Executive Officer,
    
    January 2009, prior to which he was President and ChiefCanadian Commercial
    
    Operating Officer, Canadian Commercial Operations since 2002.OperationsDENNIS H. FRIEDRICH
    
    President and Chief
    
    Mr. Friedrich has held his present principal occupation sinceNew York, New York, U.S.A.
    
    Executive Officer, U.S.
    
    January 2009, prior to which he was President and ChiefCommercial Operations
    
    Operating Officer, U.S. Commercial Operations since 2003.G. MARK BROWN
    
    Senior Vice President,
    
    Mr. Brown has held his present principal occupation sinceNew York, New York, U.S.A.
    
    Finance
    
    2005, prior to which he was Senior Vice President, CapitalMarkets for BAM since 2003.BRYAN K. DAVIS
    
    Senior Vice President
    
    Mr. Davis has held his present principal occupation sinceNew York, New York, U.S.A.
    
    and
    
    2007, prior to which he spent four years as Senior ViceChief Financial Officer
    
    President, Finance and one year as a Managing Partner of BAM.BRETT M. FOX
    
    Senior Vice President
    
    Mr. Fox has held his present principal occupation since 2003.New York, New York, U.S.A.
    
    and Corporate Counseland Chief Complianceand AdministrativeOfficerMICHELLE L. CAMPBELL
    
    Vice President,
    
    Ms. Campbell has held her present principal occupation sinceNew York, New York, U.S.A.
    
    Compliance and
    
    2007, prior to which she was an associate at Torys LLP sinceAssistant Corporate
    
    2002.CounselMELISSA J. COLEY
    
    Vice President,
    
    Ms. Coley has held her present principal occupation since 2002.New York, New York, U.S.A.
    
    Investor Relations andCommunicationsP. KEITH HYDE
    
    Vice President, Taxation
    
    Mr. Hyde has held his present principal occupation since 1988.Toronto, Ontario, CanadaDANA PETITTO
    
    Vice President and
    
    Ms. Petitto has held her present principal occupation sinceNew York, New York, U.S.A.
    
    Controller
    
    2007, prior to which she was Assistant Controller ofBrookfield Properties since 2004 and prior to which she was inthe Corporate Reporting Group at Bristol-Meyers SquibbCompany.STEPHANIE A. SCHEMBARI
    
    Vice President, Human
    
    Ms. Schembari has held her present principal occupation sinceNew York, New York, U.S.A.
    
    Resources
    
    2005, prior to which she was Vice President, Human Resourcesfor Bovis Lend Lease.  Prior to that, she held the position ofManaging Director of Human Resources at Insignia FinancialGroup, Inc.
 45




---



##### 



Share Ownership
 www.sedar.com www.sec.gov www.brookfieldproperties.com
 LEGAL PROCEEDINGS
  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
   AUDITORS, TRANSFER AGENT AND REGISTRAR
   46




---



##### 



AUDIT COMMITTEE INFORMATION
  Appendix D
  Relevant Education and Experience
     Pre-Approval Policies and Procedures
  47




---



##### 



External Auditor Service Fees (By Category)
  Service Performed
    
    2008(1)
    
    2007(2)Audit fees (3)
    
    $
    2,175,000
    
    
    $
    2,540,000Audit related fees(4)
    
    $
    4,925,000
    
    
    $
    6,255,000Tax fees
    
    $
    450,000
    
    
    $
    625,000Total fees
    
    $
    7,550,000
    
    
    $
    9,420,000
 (1)
    
    All amounts are billed in Canadian dollars and have been converted to U.S. dollars at the
exchange rate on December 31, 2008 of US$1.22 for each C$1.00.(2)
    
    All amounts are billed in Canadian dollars and have been converted to U.S. dollars at the
exchange rate on December 31, 2007 of US$1.00 for each C$1.00.(3)
    
    Included in this amount is $185,000 and $50,000 (2007  $140,000 and $60,000) relating to
the audits of BPO Properties Ltd. (which is listed on the TSX) and First Place Tower
Brookfield Properties Inc., respectively.(4)
    
    Included in this amount is $3,090,000 (2007  $3,730,000) related to the audit of various
Brookfield Properties subsidiaries and $1,440,000 of non-recurring fees (2007  $2,135,000).
     ADDITIONAL INFORMATION
  www.sedar.com www.sec.gov www.brookfieldproperties.com
 48




---



##### 



APPENDIX A  SUBSIDIARIES
 .
 Jurisdiction of
    
    Percentage
    
    Property (including Percentage Interest if less thanSubsidiary
    
    Formation
    
    Interest
    
    100%) /Line of BusinessPartnerco Equities Ltd.
    
    Canada
    
    
    100
    %
    
    Holding CompanyBrookfield Properties Ltd.
    
    Ontario
    
    
    100
    %
    
    Property Management Company, Brookfield Place, Bay-Wellington Tower,
TorontoBrookfield Place (Wellington) Limited
    
    Canada
    
    
    100
    %
    
    Head Lease, Brookfield Place, Bay-Wellington Tower, TorontoBrookfield Place (Properties) Limited
    
    Canada
    
    
    100
    %
    
    Buffer Strip, Brookfield Place, TorontoGalleria Concourse Operations Inc.
    
    Ontario
    
    
    50
    %
    
    Head Lease, Brookfield Place, Retail and Parking, Toronto1455605 Ontario Limited
    
    Ontario
    
    
    100
    %
    
    Ground Lease, Brookfield Place, Bay-Wellington Tower, TorontoCarma Ltd.
    
    Alberta
    
    
    100
    %
    
    General PartnerCarma Developers LP
    
    Alberta
    
    
    100
    %
    
    Land Development and Housing (Canada)3229868 Nova Scotia Company
    
    Nova Scotia
    
    
    100
    %
    
    Holding CompanyBrookfield Holding LLC
    
    Hungary
    
    
    100
    %
    
    Holding CompanyBrookfield Properties, Inc.
    
    Delaware
    
    
    100
    %
    
    Holding CompanyCarma Inc.
    
    Delaware
    
    
    100
    %
    
    Land Development (US)Brookfield Properties (US) Inc.
    
    Delaware
    
    
    100
    %
    
    Holding CompanyBrookfield Commercial Properties, Inc.
    
    Delaware
    
    
    100
    %
    
    Holding CompanyBrookfield Properties (US) LLC
    
    Delaware
    
    
    100
    %
    
    Property ManagementBrookfield Republic Plaza LLC
    
    Delaware
    
    
    100
    %
    
    Republic Plaza, DenverBrookfield Mountain Inc.
    
    Colorado
    
    
    100
    %
    
    Capital Federal Block 197, DenverMCC Mortgage L.P.
    
    Delaware
    
    
    100
    %
    
    33 South 6th Street Minneapolis City
Center, MinneapolisBrookfield Market Inc.
    
    Minnesota
    
    
    100
    %
    
    Gaviidae Common Phase I, MinneapolisDB Holdings, Inc./ Brookfield DB
Inc.
    
    Minnesota/
Minnesota
    
    
    100
    %
    
    Dain Rauscher Plaza, Minneapolis
Gaviidae Common Phase II, MinneapolisBrookfield Properties One
Bethesda Co. LLC
    
    Delaware
    
    
    100
    %
    
    One Bethesda Center, MarylandBrookfield Properties 601 South
12th Co. LLC
    
    Delaware
    
    
    100
    %
    
    601 South 12th Street, VirginiaBrookfield Properties 701 South
12th Co. LLC
    
    Delaware
    
    
    100
    %
    
    701 South 12th Street, VirginiaBrookfield Properties Holdings Inc.
    
    Delaware
    
    
    100
    %
    
    Holding CompanyBrookfield Financial Properties,
L.P.
    
    Delaware
    
    
    99.4
    %
    
    Property Management and HoldingsBrookfield Properties One WFC
Co. LLC
    
    Delaware
    
    
    99.4
    %
    
    One World Financial Center, NYWFP Tower B Co. L.P.
    
    New York
    
    
    99.4
    %
    
    Two World Financial Center, NYBFP Tower C Co. LLC
    
    Delaware
    
    
    99.4
    %
    
    Three World Financial Center, NY (51.47%)WFP Tower D Co. L.P.
    
    New York
    
    
    99.4
    %
    
    Four World Financial Center, NY (51%)Brookfield Properties OLP Co.
LLC
    
    Delaware
    
    
    99.4
    %
    
    One Liberty Plaza, NYBFP 245 Park Co. LLC
    
    Delaware
    
    
    50.7
    %
    
    245 Park Avenue, NYBFP 300 Madison II LLC
    
    Delaware
    
    
    99.4
    %
    
    300 Madison Avenue, NYBrookfield Properties 53
State Fee Co.
    
    Delaware
    
    
    99.4
    %
    
    53 State Street, Boston (51%)
 49




---



##### 



Jurisdiction of
    
    Percentage
    
    Property (including Percentage Interest if less thanSubsidiary
    
    Formation
    
    Interest
    
    100%) /Line of BusinessL.P./Brookfield
Properties 53 State Co. L.P.
    
    DelawareBrookfield Properties 75
State Mezz LP
    
    Delaware
    
    
    99.4
    %
    
    75 State Street, Boston (51%)BFP 1625 Eye Co. LLC
    
    Delaware
    
    
    99.4
    %
    
    1625 Eye Street, Washington, D.C.BFP 701 9th Co. LLC
    
    Delaware
    
    
    99.4
    %
    
    701 9th Street, Washington, D.C.77 K Street Tower, LLC
    
    Delaware
    
    
    49.7
    %
    
    77 K Street, Washington. D.C.BFP Potomac Tower Co. LLC
    
    Delaware
    
    
    99.4
    %
    
    Potomac Tower, Arlington, VirginiaBrunswash Development
Corporation
    
    Delaware
    
    
    14.9
    %
    
    Fort Washington and Industrial Property, Pennsylvania (50%)WFP Pennland Co. L.P.
    
    Delaware
    
    
    99.4
    %
    
    Land in Upper Dublin, Pennsylvania (50%)Brookfield Properties W.
33rd Co. L.P.
    
    Delaware
    
    
    100
    %
    
    West 33rd 9th Avenue, NYWest 31st Street, Inc.
    
    Delaware
    
    
    100
    %
    
    West 31st 9th Avenue, NYOlympia & York Homes Corporation
    
    California
    
    
    100
    %
    
    Lot at Chino Hills, CABrookfield FMS Ltd.
    
    Alberta
    
    
    100
    %
    
    Holding CompanyBrookfield LePage Johnson Controls
Facility Management Services LP
    
    Ontario
    
    
    40
    %
    
    Facilities Management1043513 Alberta Ltd.
    
    Alberta
    
    
    100
    %
    
    Holding CompanyBPO Properties Ltd.
    
    Canada
    
    
    89
    %
    
    Holding Company70 York Street Limited
    
    Ontario
    
    
    89
    %
    
    HSBC Building Ground Lease, 70 York Street, Toronto718357 Ontario Limited
    
    Ontario
    
    
    89
    %
    
    Oak Ridges Farm Co-Tenancy, Richmond Hill (25%)2948834 Canada Inc.
    
    Canada
    
    
    89
    %
    
    Holding CompanyExchange Tower Limited
    
    Ontario
    
    
    89
    %
    
    Bay-Adelaide Centre, Toronto (50%)Brookfield Properties (ET) Ltd.
    
    Ontario
    
    
    89
89
    %
%
    }
    Exchange Tower & Lands, Toronto (50%)1211460 Ontario Limited
    
    Ontario1262004 Ontario Limited 
1452917 Ontario Limited
    
    Ontario
Ontario
    
    
    89
89
    %
%
    }
    Queens Quay Terminal & Lands, Toronto1450779 Ontario Limited
    
    Ontario
    
    
    89
    %
    
    20-22 Front Street E., Toronto1464255 Ontario Limited
    
    Ontario
    
    
    89
    %
    
    Hudsons Bay Centre, Toronto (25%)1523605 Ontario Limited
    
    Ontario
    
    
    89
    %
    
    105 Adelaide Street West, Toronto3744469 Canada Inc. 
3945863 Canada Inc.
    
    Canada
Canada
    
    
    89
89
    %
%
    }
    Royal Centre & Lands, VancouverBrookfield Properties (Bankers
Hall) Ltd.
    
    Alberta
    
    
    89
    %
    
    Bankers Hall, Calgary (50%)Brookfield Properties (RBB) Ltd.
    
    Alberta
    
    
    89
    %
    
    Royal Bank Building, Calgary (50%)PCC Properties (Calgary) Ltd.
    
    Alberta
    
    
    89
    %
    
    Petro-Canada Centre, Calgary (50%)Fifth Avenue Place (Calgary) Ltd.
    
    Alberta
    
    
    89
    %
    
    Fifth Avenue Place, Calgary (50%)Brookfield Properties Management
Corporation
    
    Canada
    
    
    89
    %
    
    Property Management CompanyBPO Real Estate Corporation
    
    Alberta
    
    
    89
    %
    
    Holding Company
 50




---



##### 



Jurisdiction of
    
    Percentage
    
    Property (including Percentage Interest if less thanSubsidiary
    
    Formation
    
    Interest
    
    100%) /Line of BusinessBPO Value Add Trust
    
    Alberta
    
    
    89
    %
    
    Altius Centre, Calgary (25%)
Canadian Western Bank Place, Edmonton (25%)
Enbridge Tower, Edmonton (25%)BPO Core Trust
    
    Alberta
    
    
    89
    %
    
    Place de Ville I, Ottawa (25%)
Place de Ville II, Ottawa (25%)
Place de Ville III, Ottawa (25%)
Jean Edmonds Tower, Ottawa (25%)
2 Queen Street East, Toronto (25%)
Yonge/Richmond Centre, Toronto (25%)1445750 Ontario Inc.
    
    Ontario
    
    
    89
    %
    
    Holding Company2072790 Ontario Inc.
    
    Ontario
    
    
    22.25
    %
    
    Holding CompanyFirst Place Tower
Brookfield Properties Inc.
    
    Ontario
    
    
    22.25
    %
    
    First Canadian Place, TorontoBrookfield Properties (PI)
Inc.
    
    Ontario
    
    
    22.25
    %
    
    Management CompanyBPO GP Ltd.
    
    Alberta
    
    
    89
    %
    
    Holdings CompanyBPO Bloor Yonge GP Ltd.
    
    Canada
    
    
    89
    %
    
    General PartnerBPO Properties Bloor Yonge LP
    
    Ontario
    
    
    89
    %
    
    Hudsons Bay Centre, Toronto (75%)BPO GP Trust
    
    Alberta
    
    
    89
    %
    
    General PartnerBPO Properties Bay Adelaide LP
    
    Ontario
    
    
    89
    %
    
    Bay-Adelaide Centre, Toronto (50%)BPO Properties 74 York LP
    
    Ontario
    
    
    89
    %
    
    74 York Street, Toronto (50%)BPO Properties 76 York LP
    
    Ontario
    
    
    89
    %
    
    76 York Street, Toronto (50%)BPO Properties Yonge Adelaide LP
    
    Ontario
    
    
    89
    %
    
    Yonge Adelaide, TorontoBPO Properties CHS LP and 
6640982 Canada Inc.
    
    Alberta
Canada
    
    
    89
89
    %
%
    }
    Calgary Herald Site, CalgaryBrookfield Properties Bankers
Court LP
    
    Alberta
    
    
    89
    %
    
    Bankers Court, Calgary (50%)Brookfield Homes Holdings Ltd.
    
    Ontario
    
    
    100
    %
    
    Holding CompanyBrookfield Homes (Ontario) Limited
    
    Ontario
    
    
    100
    %
    
    Land Development and Housing (Ontario)Brookfield Properties Services Ltd.
    
    Canada
    
    
    100
    %
    
    Office Services CompanyBrookfield Properties TRZ Investor Ltd.
    
    Canada
    
    
    100
    %
    
    Holding CompanyBrookfield Residential Services Ltd.
    
    Ontario
    
    
    100
    %
    
    Condominium Management CompanyBrookfieldTS GP Inc.
    
    Ontario
    
    
    50
    %
    
    General PartnerBrookfieldTS LP
    
    Manitoba
    
    
    50
    %
    
    Technology Services CanadaBrookfield Properties Management LLC
    
    Delaware
    
    
    100
    %
    
    Property ManagementTRZ Holdings IV LLC
    
    Delaware
    
    
    45.23
    %
    
    Holding CompanyOne NY Plaza Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    One New York Plaza, NYNewport Tower Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    Newport Tower 525 Washington Blvd., Jersey City (49.9%)1114 6th Avenue Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    1114 Avenue of the Americas (Grace Building), NY1411 TrizecHahn Swig, L.L.C.
    
    Delaware
    
    
    45.23
    %
    
    1411 Broadway (World Apparel Center), NY (49.9%)1460 Fee TrizecHahn  Swig, L.L.C. 
1460 Leasehold TrizecHahn  Swig, L.L.C.
    
    Delaware
    
    
    45.23
45.23
    %
%
    }
    1460 Broadway, NY (99.8%)TrizecHahn 1065 Avenue of the Americas LLC
    
    Delaware
    
    
    45.23
    %
    
    1065 Avenue of the Americas, NY (99%)1250C/2401P Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    2401 Pennsylvania Avenue, Washington, D.C.
1250 Connecticut Avenue, Washington, D.C.
 51




---



##### 



Jurisdiction of
    
    Percentage
    
    Property (including Percentage Interest if less thanSubsidiary
    
    Formation
    
    Interest
    
    100%) /Line of Business1200 K Street II Co. LLC 
1200 K Street I Co. LLC
    
    Delaware 
Delaware
    
    
    45.23
45.23
    %
%
    }
    1200 K Street, N.W., Washington, D.C.2000 L Co. LLC
    
    District of Columbia
    
    
    45.23
    %
    
    2000 L Street, N.W., Washington, D.C.1400 K Co. LLC 
1400 K Fee LLC
    
    District of 
Columbia/District
of Columbia
    
    
    45.23
45.23
    %
%
    }
    1400 K Street, N.W., Washington, D.C.1250 23rd Street Co. LLC
    
    District of Columbia
    
    
    45.23
    %
    
    1250 23rd Street, N.W., Washington, D.C.1225 Connecticut Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    1225 Connecticut Avenue, N.W., Washington, D.C.2001 M Co. LLC
    
    Delaware
    
    
    44.33
    %
    
    2001 M Street, N.W., Washington, D.C. (49.5%)750 Ninth Street, LLC
    
    Delaware
    
    
    22.57
    %
    
    Victor Building, Washington, D.C.Bethesda Crescent (Wisconsin) Co. L.P.
    
    Maryland
    
    
    45.23
    %
    
    Bethesda Crescent 7401 & 7475 Wisconsin Avenue, BethesdaBethesda Crescent (4600) Co. L.P.
    
    Maryland
    
    
    45.23
    %
    
    Bethesda 4600 East-West Highway, BethesdaTwo Reston Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    Reston Unisys Building Two Reston Crescent, VAOne Reston Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    One Reston Crescent, VA1550 and 1560 Wilson Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    1550 & 1560 Wilson Blvd., Rosslyn, VASilver SM Co. LLC
    
    Maryland
    
    
    45.23
    %
    
    Silver Spring Metro Plaza, Montgomery, MDTwo Ballston Plaza Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    Two Ballston Plaza, Arlington, VALS 111 West Ocean Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    Landmark Square, Long Beach, CA333 South Hope Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    Bank of America Plaza 333 S. Hope St., Los Angeles601 Figueroa Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    Figueroa at Wilshire, Los AngelesMarina Airport Building Ltd.
    
    California
    
    
    45.23
    %
    
    Marina Towers (North and South), Marina del Rey, CA (50%)EYP Realty, LLC
    
    
    
    
    45.23
    %
    
    Ernst & Young Plaza and Seven Market Place, Los AngelesTrizec 9665 Wilshire, LLC
    
    Delaware
    
    
    45.23
    %
    
    9665 Wilshire Blvd., Los AngelesTrizec 6080 HHC, LLC
    
    Delaware
    
    
    45.23
    %
    
    HHC 6080 Center Drive, Los AngelesTrizec Northpoint Tower, LLC
    
    Delaware
    
    
    45.23
    %
    
    HHC Northpoint 6601 Center Drive W., Los AngelesTrizec 5670 Wilshire, LLC
    
    Delaware
    
    
    45.23
    %
    
    5670 Wilshire Boulevard, Los AngelesTrizec HHC Spectrum, LLC
    
    Delaware
    
    
    45.23
    %
    
    Howard Hughes Center  Spectrum Center, Los AngelesTrizec 6060 HHC, LLC
    
    Delaware
    
    
    45.23
    %
    
    HHC 6060 Center Drive, Los AngelesTrizec 6100 HHC, LLC
    
    Delaware
    
    
    45.23
    %
    
    HHC 6100 Center Drive, Los AngelesTrizec West LA Tower, LLC
    
    Delaware
    
    
    45.23
    %
    
    HHC HH Tower 6701 Center Drive West, Los AngelesTrizec Westwood Center, LLC
    
    Delaware
    
    
    45.23
    %
    
    Westwood Center 110 Glendon Avenue, Los AngelesTrizec Wilshire Center, LLC
    
    Delaware
    
    
    45.23
    %
    
    World Savings Center 11601 Wilshire Blvd., Los AngelesTrizec 701 B Street, LLC
    
    Delaware
    
    
    45.23
    %
    
    701 B Street, San DiegoTrizec 707 Broadway, LLC
    
    Delaware
    
    
    45.23
    %
    
    707 Broadway, San DiegoTrizec Sorrento Towers, LLC
    
    Delaware
    
    
    45.23
    %
    
    Sorrento Retail, 9450 Scranton Road, San Diego, Sorrento Towers North
5355  5375 Mira Sorrento Place, San Diego, Sorrento Towers South
9276 and 9330 Scranton Road Corporate Center, San DiegoDresser  Cullen Venture
    
    Texas
    
    
    
    
    
    Kellogg Brown & Root Tower 601 Jefferson, Houston, TX (50%)Cullen 500 Jefferson Co. L.P.
    
    Delaware
    
    
    
    
    
    500 Jefferson, HoustonCullen Allen Holdings, L.P.
    
    Delaware
    
    
    45.23
    %
    
    Continental Center I 1600 Smith Street, Houston
One, Two and Three Allen Center, Houston
 52




---



##### 



Jurisdiction of
    
    Percentage
    
    Property (including Percentage Interest if less thanSubsidiary
    
    Formation
    
    Interest
    
    100%) /Line of BusinessFour Allen Center Co. LLC
    
    Delaware
    
    
    45.23
    %
    
    Four Allen Center, HoustonCullen Continental II Co. L.P.
    
    Delaware
    
    
    45.23
    %
    
    Continental Center II 600 Jefferson, HoustonHouston Hotel Associates Limited Partnership, L.L.P.
    
    Virginia
    
    
    10.4
    %
    
    The Crowne Plaza Downtown, Houston
 53




---



##### 



APPENDIX B  COMMERCIAL PROPERTIES BY REGION
 BROOKFIELD
    
    
    
    
    
    
    BROOKFIELD(SQUARE FEET IN 000S)
    
    
    
    (SQUARE FEET IN 000S)
    
    
    
    
    
    
    
    PROPERTIES
    
    
    OTHER
    
    
    PROPERTIESNUMBER OF
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TOTAL
    
    
    
    
    
    
    
    
    
    
    
    
    OWNED
    
    
    OWNED
    
    
    SHAREHOLDERS
    
    
    NET OWNEDCOMMERCIAL PROPERTY
    
    PROPERTIES
    
    
    LEASED %
    
    
    
    OFFICE
    
    
    RETAIL
    
    
    LEASABLE
    
    
    
    PARKING
    
    
    TOTAL AREA
    
    
    
    INTEREST %
    
    
    INTEREST(1)
    
    
    INTEREST
    
    
    INTERESTDIRECTNEW YORKWorld Financial CenterOne
    
    
    1
    
    
    
    99.2
    
    
    
    
    1,603
    
    
    
    52
    
    
    
    1,655
    
    
    
    
    58
    
    
    
    1,713
    
    
    
    
    100
    
    
    
    1,713
    
    
    
    (10
    )
    
    
    1,703Two
    
    
    1
    
    
    
    100.0
    
    
    
    
    2,671
    
    
    
    35
    
    
    
    2,706
    
    
    
    
    
    
    
    
    2,706
    
    
    
    
    100
    
    
    
    2,706
    
    
    
    (16
    )
    
    
    2,690Three
    
    
    1
    
    
    
    99.8
    
    
    
    
    1,254
    
    
    
    
    
    
    
    1,254
    
    
    
    
    53
    
    
    
    1,307
    
    
    
    
    100
    
    
    
    1,307
    
    
    
    (8
    )
    
    
    1,299Four
    
    
    1
    
    
    
    100.0
    
    
    
    
    1,861
    
    
    
    43
    
    
    
    1,904
    
    
    
    
    48
    
    
    
    1,952
    
    
    
    
    51
    
    
    
    996
    
    
    
    (6
    )
    
    
    990Retail
    
    
    
    
    
    
    80.4
    
    
    
    
    
    
    
    
    168
    
    
    
    168
    
    
    
    
    122
    
    
    
    290
    
    
    
    
    100
    
    
    
    290
    
    
    
    (2
    )
    
    
    288One Liberty Plaza
    
    
    1
    
    
    
    99.0
    
    
    
    
    2,327
    
    
    
    20
    
    
    
    2,347
    
    
    
    
    
    
    
    
    2,347
    
    
    
    
    100
    
    
    
    2,347
    
    
    
    (14
    )
    
    
    2,333245 Park Avenue
    
    
    1
    
    
    
    95.4
    
    
    
    
    1,719
    
    
    
    68
    
    
    
    1,787
    
    
    
    
    
    
    
    
    1,787
    
    
    
    
    51
    
    
    
    911
    
    
    
    (5
    )
    
    
    906300 Madison Avenue
    
    
    1
    
    
    
    100.0
    
    
    
    
    1,089
    
    
    
    5
    
    
    
    1,094
    
    
    
    
    
    
    
    
    1,094
    
    
    
    
    100
    
    
    
    1,094
    
    
    
    (6
    )
    
    
    1,0887
    
    
    
    98.8
    
    
    
    
    12,524
    
    
    
    391
    
    
    
    12,915
    
    
    
    
    281
    
    
    
    13,196
    
    
    
    
    
    
    
    
    11,364
    
    
    
    (67
    )
    
    
    11,297BOSTON53 State Street
    
    
    1
    
    
    
    99.3
    
    
    
    
    1,164
    
    
    
    30
    
    
    
    1,194
    
    
    
    
    41
    
    
    
    1,235
    
    
    
    
    100
    
    
    
    1,235
    
    
    
    (8
    )
    
    
    1,22775 State Street
    
    
    1
    
    
    
    86.8
    
    
    
    
    771
    
    
    
    25
    
    
    
    796
    
    
    
    
    235
    
    
    
    1,031
    
    
    
    
    100
    
    
    
    1,031
    
    
    
    (6
    )
    
    
    1,0252
    
    
    
    94.3
    
    
    
    
    1,935
    
    
    
    55
    
    
    
    1,990
    
    
    
    
    276
    
    
    
    2,266
    
    
    
    
    
    
    
    
    2,266
    
    
    
    (14
    )
    
    
    2,252WASHINGTON, DC1625 Eye Street
    
    
    1
    
    
    
    100.0
    
    
    
    
    370
    
    
    
    16
    
    
    
    386
    
    
    
    
    185
    
    
    
    571
    
    
    
    
    100
    
    
    
    571
    
    
    
    (3
    )
    
    
    568701 9th Street
    
    
    1
    
    
    
    100.0
    
    
    
    
    340
    
    
    
    24
    
    
    
    364
    
    
    
    
    183
    
    
    
    547
    
    
    
    
    100
    
    
    
    547
    
    
    
    (3
    )
    
    
    544Potomac Tower
    
    
    1
    
    
    
    100.0
    
    
    
    
    238
    
    
    
    
    
    
    
    238
    
    
    
    
    203
    
    
    
    441
    
    
    
    
    100
    
    
    
    441
    
    
    
    (3
    )
    
    
    438601 South 12th Street
    
    
    1
    
    
    
    100.0
    
    
    
    
    309
    
    
    
    
    
    
    
    309
    
    
    
    
    
    
    
    
    309
    
    
    
    
    100
    
    
    
    309
    
    
    
    
    
    
    
    309701 South 12th Street
    
    
    1
    
    
    
    100.0
    
    
    
    
    253
    
    
    
    
    
    
    
    253
    
    
    
    
    
    
    
    
    253
    
    
    
    
    100
    
    
    
    253
    
    
    
    
    
    
    
    253One Bethesda Center
    
    
    1
    
    
    
    100.0
    
    
    
    
    160
    
    
    
    19
    
    
    
    179
    
    
    
    
    
    
    
    
    179
    
    
    
    
    100
    
    
    
    179
    
    
    
    
    
    
    
    1796
    
    
    
    100.0
    
    
    
    
    1,670
    
    
    
    59
    
    
    
    1,729
    
    
    
    
    571
    
    
    
    2,300
    
    
    
    
    
    
    
    
    2,300
    
    
    
    (9
    )
    
    
    2,291HOUSTON1201 Louisiana Street
    
    
    1
    
    
    
    94.4
    
    
    
    
    836
    
    
    
    8
    
    
    
    844
    
    
    
    
    48
    
    
    
    892
    
    
    
    
    100
    
    
    
    892
    
    
    
    
    
    
    
    8921
    
    
    
    94.4
    
    
    
    
    836
    
    
    
    8
    
    
    
    844
    
    
    
    
    48
    
    
    
    892
    
    
    
    
    
    
    
    
    892
    
    
    
    
    
    
    
    892DENVERRepublic Plaza
    
    
    1
    
    
    
    97.7
    
    
    
    
    1,276
    
    
    
    48
    
    
    
    1,324
    
    
    
    
    503
    
    
    
    1,827
    
    
    
    
    100
    
    
    
    1,827
    
    
    
    
    
    
    
    1,8271
    
    
    
    97.7
    
    
    
    
    1,276
    
    
    
    48
    
    
    
    1,324
    
    
    
    
    503
    
    
    
    1,827
    
    
    
    
    
    
    
    
    1,827
    
    
    
    
    
    
    
    1,827MINNEAPOLIS33 South Sixth Street
    
    
    2
    
    
    
    91.6
    
    
    
    
    1,108
    
    
    
    370
    
    
    
    1,478
    
    
    
    
    325
    
    
    
    1,803
    
    
    
    
    100
    
    
    
    1,803
    
    
    
    
    
    
    
    1,803RBC Plaza
    
    
    2
    
    
    
    93.9
    
    
    
    
    610
    
    
    
    442
    
    
    
    1,052
    
    
    
    
    196
    
    
    
    1,248
    
    
    
    
    100
    
    
    
    1,248
    
    
    
    
    
    
    
    1,2484
    
    
    
    92.6
    
    
    
    
    1,718
    
    
    
    812
    
    
    
    2,530
    
    
    
    
    521
    
    
    
    3,051
    
    
    
    
    
    
    
    
    3,051
    
    
    
    
    
    
    
    3,051TorontoBrookfield PlaceBay Wellington Tower
    
    
    1
    
    
    
    99.4
    
    
    
    
    1,299
    
    
    
    41
    
    
    
    1,340
    
    
    
    
    
    
    
    
    1,340
    
    
    
    
    100
    
    
    
    1,340
    
    
    
    
    
    
    
    1,340Retail and Parking
    
    
    1
    
    
    
    100.0
    
    
    
    
    
    
    
    
    52
    
    
    
    52
    
    
    
    
    690
    
    
    
    742
    
    
    
    
    70
    
    
    
    519
    
    
    
    
    
    
    
    51922 Front Street
    
    
    1
    
    
    
    99.2
    
    
    
    
    136
    
    
    
    8
    
    
    
    144
    
    
    
    
    
    
    
    
    144
    
    
    
    
    100
    
    
    
    144
    
    
    
    (15
    )
    
    
    129Exchange Tower
    
    
    1
    
    
    
    98.7
    
    
    
    
    963
    
    
    
    66
    
    
    
    1,029
    
    
    
    
    131
    
    
    
    1,160
    
    
    
    
    50
    
    
    
    580
    
    
    
    (64
    )
    
    
    516105 Adelaide
    
    
    1
    
    
    
    100.0
    
    
    
    
    176
    
    
    
    7
    
    
    
    183
    
    
    
    
    49
    
    
    
    232
    
    
    
    
    100
    
    
    
    232
    
    
    
    (25
    )
    
    
    207Hudsons Bay Centre
    
    
    1
    
    
    
    99.3
    
    
    
    
    536
    
    
    
    261
    
    
    
    797
    
    
    
    
    295
    
    
    
    1,092
    
    
    
    
    100
    
    
    
    1,092
    
    
    
    (121
    )
    
    
    971Queens Quay Terminal
    
    
    1
    
    
    
    96.4
    
    
    
    
    428
    
    
    
    76
    
    
    
    504
    
    
    
    
    
    
    
    
    504
    
    
    
    
    100
    
    
    
    504
    
    
    
    (56
    )
    
    
    448HSBC Building
    
    
    1
    
    
    
    97.1
    
    
    
    
    188
    
    
    
    6
    
    
    
    194
    
    
    
    
    31
    
    
    
    225
    
    
    
    
    100
    
    
    
    225
    
    
    
    (25
    )
    
    
    2008
    
    
    
    98.8
    
    
    
    
    3,726
    
    
    
    517
    
    
    
    4,243
    
    
    
    
    1,196
    
    
    
    5,439
    
    
    
    
    
    
    
    
    4,636
    
    
    
    (306
    )
    
    
    4,330CalgaryBankers Hall
    
    
    3
    
    
    
    100.0
    
    
    
    
    1,944
    
    
    
    224
    
    
    
    2,168
    
    
    
    
    525
    
    
    
    2,693
    
    
    
    
    50
    
    
    
    1,347
    
    
    
    (149
    )
    
    
    1,198Petro Canada Centre
    
    
    2
    
    
    
    100.0
    
    
    
    
    1,708
    
    
    
    24
    
    
    
    1,732
    
    
    
    
    220
    
    
    
    1,952
    
    
    
    
    50
    
    
    
    976
    
    
    
    (107
    )
    
    
    869Fifth Avenue Place
    
    
    2
    
    
    
    99.9
    
    
    
    
    1,428
    
    
    
    47
    
    
    
    1,475
    
    
    
    
    206
    
    
    
    1,681
    
    
    
    
    50
    
    
    
    841
    
    
    
    (93
    )
    
    
    7487
    
    
    
    100.0
    
    
    
    
    5,080
    
    
    
    295
    
    
    
    5,375
    
    
    
    
    951
    
    
    
    6,326
    
    
    
    
    
    
    
    
    3,164
    
    
    
    (349
    )
    
    
    2,815VANCOUVERRoyal Centre
    
    
    1
    
    
    
    96.9
    
    
    
    
    494
    
    
    
    95
    
    
    
    589
    
    
    
    
    264
    
    
    
    853
    
    
    
    
    100
    
    
    
    853
    
    
    
    (94
    )
    
    
    7591
    
    
    
    96.9
    
    
    
    
    494
    
    
    
    95
    
    
    
    589
    
    
    
    
    264
    
    
    
    853
    
    
    
    
    
    
    
    
    853
    
    
    
    (94
    )
    
    
    759OTHEROther
    
    
    1
    
    
    
    96.2
    
    
    
    
    70
    
    
    
    3
    
    
    
    73
    
    
    
    
    
    
    
    
    73
    
    
    
    
    100
    
    
    
    73
    
    
    
    
    
    
    
    731
    
    
    
    96.2
    
    
    
    
    70
    
    
    
    3
    
    
    
    73
    
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    73TOTAL DIRECT
    
    
    38
    
    
    
    98.1
    
    
    
    
    29,329
    
    
    
    2,283
    
    
    
    31,612
    
    
    
    
    4,611
    
    
    
    36,223
    
    
    
    
    
    
    
    
    30,426
    
    
    
    (839
    )
    
    
    29,587U.S. FUNDNEW YORKThe Grace Building
    
    
    1
    
    
    
    94.5
    
    
    
    
    1,537
    
    
    
    20
    
    
    
    1,557
    
    
    
    
    
    
    
    
    1,557
    
    
    
    
    49.9
    
    
    
    777
    
    
    
    (426
    )
    
    
    351One New York Plaza
    
    
    1
    
    
    
    99.0
    
    
    
    
    2,554
    
    
    
    31
    
    
    
    2,585
    
    
    
    
    
    
    
    
    2,585
    
    
    
    
    100
    
    
    
    2,585
    
    
    
    (1,416
    )
    
    
    1,169Newport Tower
    
    
    1
    
    
    
    96.2
    
    
    
    
    1,059
    
    
    
    41
    
    
    
    1,100
    
    
    
    
    
    
    
    
    1,100
    
    
    
    
    100
    
    
    
    1,100
    
    
    
    (603
    )
    
    
    4971065 Avenue of the
Americas
    
    
    1
    
    
    
    66.3
    
    
    
    
    642
    
    
    
    40
    
    
    
    682
    
    
    
    
    
    
    
    
    682
    
    
    
    
    99
    
    
    
    675
    
    
    
    (370
    )
    
    
    3051411 Broadway
    
    
    1
    
    
    
    80.5
    
    
    
    
    1,149
    
    
    
    38
    
    
    
    1,187
    
    
    
    
    36
    
    
    
    1,223
    
    
    
    
    49.9
    
    
    
    610
    
    
    
    (334
    )
    
    
    2761460 Broadway
    
    
    1
    
    
    
    100.0
    
    
    
    
    211
    
    
    
    9
    
    
    
    220
    
    
    
    
    
    
    
    
    220
    
    
    
    
    49.9
    
    
    
    110
    
    
    
    (60
    )
    
    
    506
    
    
    
    91.6
    
    
    
    
    7,152
    
    
    
    179
    
    
    
    7,331
    
    
    
    
    36
    
    
    
    7,367
    
    
    
    
    
    
    
    
    5,857
    
    
    
    (3,209
    )
    
    
    2,648WASHINGTON, D.C.1200 K Street
    
    
    1
    
    
    
    97.6
    
    
    
    
    366
    
    
    
    24
    
    
    
    390
    
    
    
    
    44
    
    
    
    434
    
    
    
    
    100
    
    
    
    434
    
    
    
    (238
    )
    
    
    1961250 23rd Street
    
    
    1
    
    
    
    
    
    
    
    
    128
    
    
    
    
    
    
    
    128
    
    
    
    
    16
    
    
    
    144
    
    
    
    
    100
    
    
    
    144
    
    
    
    (79
    )
    
    
    651250 Connecticut Avenue
    
    
    1
    
    
    
    98.5
    
    
    
    
    163
    
    
    
    21
    
    
    
    184
    
    
    
    
    26
    
    
    
    210
    
    
    
    
    100
    
    
    
    210
    
    
    
    (115
    )
    
    
    951400 K Street
    
    
    1
    
    
    
    100.0
    
    
    
    
    178
    
    
    
    12
    
    
    
    190
    
    
    
    
    34
    
    
    
    224
    
    
    
    
    100
    
    
    
    224
    
    
    
    (123
    )
    
    
    101
 
 (1)
    
    Represents the companys consolidated interest before non-controlling interests*
    
    Italic  Non-managed properties 54




---



##### 



BROOKFIELD
    
    
    
    
    
    
    BROOKFIELD(SQUARE FEET IN 000S)
    
    
    
    (SQUARE FEET IN 000S)
    
    
    
    
    
    
    
    PROPERTIES
    
    
    OTHER
    
    
    PROPERTIESNUMBER OF
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TOTAL
    
    
    
    
    
    
    
    
    
    
    
    
    OWNED
    
    
    OWNED
    
    
    SHAREHOLDERS
    
    
    NET OWNEDPROPERTIES
    
    
    LEASED %
    
    
    
    OFFICE
    
    
    RETAIL
    
    
    LEASABLE
    
    
    
    PARKING
    
    
    TOTAL AREA
    
    
    
    INTEREST %
    
    
    INTEREST(1)
    
    
    INTEREST
    
    
    INTEREST2000 L Street
    
    
    1
    
    
    
    90.5
    
    
    
    
    308
    
    
    
    75
    
    
    
    383
    
    
    
    
    
    
    
    
    383
    
    
    
    
    100
    
    
    
    383
    
    
    
    (210
    )
    
    
    1732001 M Street
    
    
    1
    
    
    
    98.9
    
    
    
    
    190
    
    
    
    39
    
    
    
    229
    
    
    
    
    35
    
    
    
    264
    
    
    
    
    98
    
    
    
    259
    
    
    
    (142
    )
    
    
    1172401 Pennsylvania Avenue
    
    
    1
    
    
    
    86.9
    
    
    
    
    58
    
    
    
    19
    
    
    
    77
    
    
    
    
    16
    
    
    
    93
    
    
    
    
    100
    
    
    
    93
    
    
    
    (51
    )
    
    
    42Bethesda Crescent
    
    
    3
    
    
    
    99.9
    
    
    
    
    241
    
    
    
    27
    
    
    
    268
    
    
    
    
    68
    
    
    
    336
    
    
    
    
    100
    
    
    
    336
    
    
    
    (184
    )
    
    
    152One Reston Crescent
    
    
    1
    
    
    
    100.0
    
    
    
    
    185
    
    
    
    
    
    
    
    185
    
    
    
    
    
    
    
    
    185
    
    
    
    
    100
    
    
    
    185
    
    
    
    (101
    )
    
    
    84Silver Spring Metro Plaza
    
    
    3
    
    
    
    94.0
    
    
    
    
    640
    
    
    
    47
    
    
    
    687
    
    
    
    
    84
    
    
    
    771
    
    
    
    
    100
    
    
    
    771
    
    
    
    (422
    )
    
    
    349Sunrise Tech Park
    
    
    4
    
    
    
    95.8
    
    
    
    
    315
    
    
    
    1
    
    
    
    316
    
    
    
    
    
    
    
    
    316
    
    
    
    
    100
    
    
    
    316
    
    
    
    (173
    )
    
    
    143Two Ballston Plaza
    
    
    1
    
    
    
    97.5
    
    
    
    
    204
    
    
    
    19
    
    
    
    223
    
    
    
    
    
    
    
    
    223
    
    
    
    
    100
    
    
    
    223
    
    
    
    (122
    )
    
    
    101Victor Building
    
    
    1
    
    
    
    73.1
    
    
    
    
    302
    
    
    
    45
    
    
    
    347
    
    
    
    
    
    
    
    
    347
    
    
    
    
    49.9
    
    
    
    173
    
    
    
    (95
    )
    
    
    781550 & 1560 Wilson Blvd
    
    
    2
    
    
    
    87.1
    
    
    
    
    248
    
    
    
    35
    
    
    
    283
    
    
    
    
    76
    
    
    
    359
    
    
    
    
    100
    
    
    
    359
    
    
    
    (197
    )
    
    
    16222
    
    
    
    90.2
    
    
    
    
    3,526
    
    
    
    364
    
    
    
    3,890
    
    
    
    
    399
    
    
    
    4,289
    
    
    
    
    
    
    
    
    4,110
    
    
    
    (2,252
    )
    
    
    1,858LOS ANGELES601 Figueroa
    
    
    1
    
    
    
    75.3
    
    
    
    
    1,037
    
    
    
    2
    
    
    
    1,039
    
    
    
    
    123
    
    
    
    1,162
    
    
    
    
    100
    
    
    
    1,162
    
    
    
    (636
    )
    
    
    526Bank of America Plaza
    
    
    1
    
    
    
    96.0
    
    
    
    
    1,383
    
    
    
    39
    
    
    
    1,422
    
    
    
    
    343
    
    
    
    1,765
    
    
    
    
    100
    
    
    
    1,765
    
    
    
    (967
    )
    
    
    798Ernst & Young Tower
    
    
    1
    
    
    
    84.0
    
    
    
    
    910
    
    
    
    335
    
    
    
    1,245
    
    
    
    
    391
    
    
    
    1,636
    
    
    
    
    100
    
    
    
    1,636
    
    
    
    (896
    )
    
    
    740Landmark Square
    
    
    1
    
    
    
    94.4
    
    
    
    
    420
    
    
    
    23
    
    
    
    443
    
    
    
    
    212
    
    
    
    655
    
    
    
    
    100
    
    
    
    655
    
    
    
    (359
    )
    
    
    296Marina Towers
    
    
    2
    
    
    
    94.7
    
    
    
    
    356
    
    
    
    25
    
    
    
    381
    
    
    
    
    87
    
    
    
    468
    
    
    
    
    50
    
    
    
    234
    
    
    
    (128
    )
    
    
    1065670 Wilshire Center
    
    
    1
    
    
    
    75.8
    
    
    
    
    409
    
    
    
    19
    
    
    
    428
    
    
    
    
    
    
    
    
    428
    
    
    
    
    100
    
    
    
    428
    
    
    
    (234
    )
    
    
    1946060 Center Drive
    
    
    1
    
    
    
    85.7
    
    
    
    
    253
    
    
    
    15
    
    
    
    268
    
    
    
    
    113
    
    
    
    381
    
    
    
    
    100
    
    
    
    381
    
    
    
    (209
    )
    
    
    1726080 Center Drive
    
    
    1
    
    
    
    96.0
    
    
    
    
    316
    
    
    
    
    
    
    
    316
    
    
    
    
    163
    
    
    
    479
    
    
    
    
    100
    
    
    
    479
    
    
    
    (263
    )
    
    
    2166100 Center Drive
    
    
    1
    
    
    
    97.0
    
    
    
    
    294
    
    
    
    
    
    
    
    294
    
    
    
    
    168
    
    
    
    462
    
    
    
    
    100
    
    
    
    462
    
    
    
    (253
    )
    
    
    209701 B Street
    
    
    1
    
    
    
    86.4
    
    
    
    
    512
    
    
    
    37
    
    
    
    549
    
    
    
    
    
    
    
    
    549
    
    
    
    
    100
    
    
    
    549
    
    
    
    (301
    )
    
    
    248707 Broadway
    
    
    1
    
    
    
    85.2
    
    
    
    
    183
    
    
    
    
    
    
    
    183
    
    
    
    
    128
    
    
    
    311
    
    
    
    
    100
    
    
    
    311
    
    
    
    (170
    )
    
    
    1419665 Wilshire Blvd
    
    
    1
    
    
    
    98.5
    
    
    
    
    171
    
    
    
    
    
    
    
    171
    
    
    
    
    64
    
    
    
    235
    
    
    
    
    100
    
    
    
    235
    
    
    
    (130
    )
    
    
    105Howard Hughes Spectrum
    
    
    1
    
    
    
    100.0
    
    
    
    
    37
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    
    37
    
    
    
    
    100
    
    
    
    37
    
    
    
    (20
    )
    
    
    17Howard Hughes Tower
    
    
    1
    
    
    
    49.5
    
    
    
    
    336
    
    
    
    2
    
    
    
    338
    
    
    
    
    141
    
    
    
    479
    
    
    
    
    100
    
    
    
    479
    
    
    
    (262
    )
    
    
    217Northpoint
    
    
    1
    
    
    
    75.9
    
    
    
    
    105
    
    
    
    
    
    
    
    105
    
    
    
    
    45
    
    
    
    150
    
    
    
    
    100
    
    
    
    150
    
    
    
    (82
    )
    
    
    68Arden Towers at Sorrento
    
    
    4
    
    
    
    79.5
    
    
    
    
    554
    
    
    
    54
    
    
    
    608
    
    
    
    
    
    
    
    
    608
    
    
    
    
    100
    
    
    
    608
    
    
    
    (333
    )
    
    
    275Westwood Center
    
    
    1
    
    
    
    89.7
    
    
    
    
    293
    
    
    
    25
    
    
    
    318
    
    
    
    
    
    
    
    
    318
    
    
    
    
    100
    
    
    
    318
    
    
    
    (174
    )
    
    
    144Wachovia Center
    
    
    1
    
    
    
    92.0
    
    
    
    
    465
    
    
    
    14
    
    
    
    479
    
    
    
    
    161
    
    
    
    640
    
    
    
    
    100
    
    
    
    640
    
    
    
    (351
    )
    
    
    28922
    
    
    
    85.9
    
    
    
    
    8,034
    
    
    
    590
    
    
    
    8,624
    
    
    
    
    2,139
    
    
    
    10,763
    
    
    
    
    
    
    
    
    10,529
    
    
    
    (5,768
    )
    
    
    4,761HoustonAllen CenterOne Allen Center
    
    
    1
    
    
    
    99.0
    
    
    
    
    914
    
    
    
    79
    
    
    
    993
    
    
    
    
    
    
    
    
    993
    
    
    
    
    100
    
    
    
    993
    
    
    
    (544
    )
    
    
    449Two Allen Center
    
    
    1
    
    
    
    98.8
    
    
    
    
    987
    
    
    
    9
    
    
    
    996
    
    
    
    
    
    
    
    
    996
    
    
    
    
    100
    
    
    
    996
    
    
    
    (546
    )
    
    
    450Three Allen Center
    
    
    1
    
    
    
    94.4
    
    
    
    
    1,173
    
    
    
    22
    
    
    
    1,195
    
    
    
    
    
    
    
    
    1,195
    
    
    
    
    100
    
    
    
    1,195
    
    
    
    (655
    )
    
    
    540Four Allen Center
    
    
    1
    
    
    
    100.0
    
    
    
    
    1,229
    
    
    
    38
    
    
    
    1,267
    
    
    
    
    
    
    
    
    1,267
    
    
    
    
    100
    
    
    
    1,267
    
    
    
    (697
    )
    
    
    570Cullen CenterContinental Center I
    
    
    1
    
    
    
    97.2
    
    
    
    
    1,048
    
    
    
    50
    
    
    
    1,098
    
    
    
    
    411
    
    
    
    1,509
    
    
    
    
    100
    
    
    
    1,509
    
    
    
    (826
    )
    
    
    683Continental Center II
    
    
    1
    
    
    
    83.8
    
    
    
    
    428
    
    
    
    21
    
    
    
    449
    
    
    
    
    81
    
    
    
    530
    
    
    
    
    100
    
    
    
    530
    
    
    
    (290
    )
    
    
    240KBR Tower
    
    
    1
    
    
    
    83.4
    
    
    
    
    985
    
    
    
    63
    
    
    
    1,048
    
    
    
    
    254
    
    
    
    1,302
    
    
    
    
    50
    
    
    
    651
    
    
    
    (357
    )
    
    
    294500 Jefferson Street
    
    
    1
    
    
    
    97.5
    
    
    
    
    351
    
    
    
    39
    
    
    
    390
    
    
    
    
    44
    
    
    
    434
    
    
    
    
    100
    
    
    
    434
    
    
    
    (237
    )
    
    
    1978
    
    
    
    94.9
    
    
    
    
    7,115
    
    
    
    321
    
    
    
    7,436
    
    
    
    
    790
    
    
    
    8,226
    
    
    
    
    
    
    
    
    7,575
    
    
    
    (4,152
    )
    
    
    3,423TOTAL U.S. FUND
    
    
    58
    
    
    
    90.5
    
    
    
    
    25,827
    
    
    
    1,454
    
    
    
    27,281
    
    
    
    
    3,364
    
    
    
    30,645
    
    
    
    
    
    
    
    
    28,071
    
    
    
    (15,381
    )
    
    
    12,690CANADIAN FUNDTorontoFirst Canadian Place
    
    
    1
    
    
    
    96.5
    
    
    
    
    2,379
    
    
    
    232
    
    
    
    2,611
    
    
    
    
    170
    
    
    
    2,781
    
    
    
    
    25
    
    
    
    695
    
    
    
    (76
    )
    
    
    619151 Yonge Street
    
    
    1
    
    
    
    94.7
    
    
    
    
    289
    
    
    
    10
    
    
    
    299
    
    
    
    
    72
    
    
    
    371
    
    
    
    
    25
    
    
    
    93
    
    
    
    (10
    )
    
    
    832 Queen Street East
    
    
    1
    
    
    
    98.6
    
    
    
    
    448
    
    
    
    16
    
    
    
    464
    
    
    
    
    81
    
    
    
    545
    
    
    
    
    25
    
    
    
    136
    
    
    
    (15
    )
    
    
    1213
    
    
    
    96.7
    
    
    
    
    3,116
    
    
    
    258
    
    
    
    3,374
    
    
    
    
    323
    
    
    
    3,697
    
    
    
    
    
    
    
    
    924
    
    
    
    (101
    )
    
    
    823CalgaryAltius Centre
    
    
    1
    
    
    
    98.1
    
    
    
    
    303
    
    
    
    3
    
    
    
    306
    
    
    
    
    72
    
    
    
    378
    
    
    
    
    25
    
    
    
    95
    
    
    
    (11
    )
    
    
    841
    
    
    
    98.1
    
    
    
    
    303
    
    
    
    3
    
    
    
    306
    
    
    
    
    72
    
    
    
    378
    
    
    
    
    
    
    
    
    95
    
    
    
    (11
    )
    
    
    84OttawaPlace de Ville I
    
    
    2
    
    
    
    99.4
    
    
    
    
    569
    
    
    
    18
    
    
    
    587
    
    
    
    
    502
    
    
    
    1,089
    
    
    
    
    25
    
    
    
    272
    
    
    
    (30
    )
    
    
    242Place de Ville II
    
    
    2
    
    
    
    99.3
    
    
    
    
    591
    
    
    
    19
    
    
    
    610
    
    
    
    
    433
    
    
    
    1,043
    
    
    
    
    25
    
    
    
    261
    
    
    
    (29
    )
    
    
    232Jean Edmonds Towers
    
    
    2
    
    
    
    100.0
    
    
    
    
    541
    
    
    
    12
    
    
    
    553
    
    
    
    
    95
    
    
    
    648
    
    
    
    
    25
    
    
    
    162
    
    
    
    (18
    )
    
    
    1446
    
    
    
    99.5
    
    
    
    
    1,701
    
    
    
    49
    
    
    
    1,750
    
    
    
    
    1,030
    
    
    
    2,780
    
    
    
    
    
    
    
    
    695
    
    
    
    (77
    )
    
    
    618EdmontonCanadian Western Bank
    
    
    1
    
    
    
    99.8
    
    
    
    
    371
    
    
    
    36
    
    
    
    407
    
    
    
    
    91
    
    
    
    498
    
    
    
    
    25
    
    
    
    125
    
    
    
    (14
    )
    
    
    111Enbridge Tower
    
    
    1
    
    
    
    100.0
    
    
    
    
    184
    
    
    
    
    
    
    
    184
    
    
    
    
    30
    
    
    
    214
    
    
    
    
    25
    
    
    
    54
    
    
    
    (7
    )
    
    
    472
    
    
    
    99.9
    
    
    
    
    555
    
    
    
    36
    
    
    
    591
    
    
    
    
    121
    
    
    
    712
    
    
    
    
    
    
    
    
    179
    
    
    
    (21
    )
    
    
    158TOTAL CANADIAN FUND
    
    
    12
    
    
    
    97.9
    
    
    
    
    5,675
    
    
    
    346
    
    
    
    6,021
    
    
    
    
    1,546
    
    
    
    7,567
    
    
    
    
    
    
    
    
    1,893
    
    
    
    (210
    )
    
    
    1,683TOTAL PROPERTIES
    
    
    108
    
    
    
    94.9
    
    
    
    
    60,831
    
    
    
    4,083
    
    
    
    64,914
    
    
    
    
    9,521
    
    
    
    74,435
    
    
    
    
    
    
    
    
    60,390
    
    
    
    (16,430
    )
    
    
    43,960Development and Redevelopment
    
    
    
    
    
    
    
    
    
    
    
    16,506
    
    
    
    
    
    
    
    16,506
    
    
    
    
    
    
    
    
    16,506
    
    
    
    
    
    
    
    
    15,067
    
    
    
    (2,454
    )
    
    
    12,613TOTAL PORTFOLIO
    
    
    108
    
    
    
    94.9
    
    
    
    
    77,337
    
    
    
    4,083
    
    
    
    81,420
    
    
    
    
    9,521
    
    
    
    90,941
    
    
    
    
    
    
    
    
    75,457
    
    
    
    (18,884
    )
    
    
    56,573TOTAL EXCLUDING
NON-MANAGED
    
    
    89
    
    
    
    96.3
    
    
    
    
    71,407
    
    
    
    3,830
    
    
    
    75,237
    
    
    
    
    8,502
    
    
    
    83,739
    
    
    
    
    
    
    
    
    68,985
    
    
    
    (15,338
    )
    
    
    53,647
 (1)
    
    Represents the companys consolidated interest before non-controlling interests*
    
    Italic  Non-managed properties 55




---



##### 



APPENDIX C  SUMMARY OF TERMS AND CONDITIONS OF AUTHORIZED SECURITIES
 Class A Preference Shares
 Provisions of Class A Preference Shares
 Issuance in Series
 Canada Business Corporations
Act
 Dividends
  Redemption
  Repurchase
  Liquidation, Dissolution and Winding Up
  Voting
  Specific Provisions of Class A Preference Shares, Series A
 Dividends
 1 2
 Specific Provisions of Class A Preference Shares, Series B
 Dividends
 1 2
 56




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##### 



Class AA Preference Shares
 Provisions of Class AA Preference Shares
 Issuance in Series
  Priority
 Canada Business Corporations Act
 Redemption
  Repurchase
  Liquidation, Dissolution and Winding Up
  Dividends
  Voting
  Specific Provisions of the Class AA Preference Shares, Series E
 Dividends
  57




---



##### 



Redemption
  Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Voting
  Class AAA Preference Shares
 Provisions of Class AAA Preference Shares
 Issuance in Series
  Priority
 Canada Business Corporations Act
 Voting
  Approval
  58




---



##### 



Specific Provisions of Class AAA Preference Shares, Series E
  Dividends
  Redemption
  Retraction
  Liquidation, Dissolution and Winding Up
  Amendment
  Specific Provisions of the Class AAA Preference Shares, Series F
 Dividends
  Redemption
  Conversion at the Option of Brookfield Properties
 59




---



##### 



Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  a)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series F Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series F Shares;
 60




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##### 



b)
    
    except out of the net cash proceeds of a substantially concurrent issue of shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series F Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series F Shares;c)
    
    redeem or call for redemption, purchase or otherwise retire for value or make
any return of capital in respect of less than all of the Class AAA, Series F Shares
then outstanding;d)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA Preference Shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series F Shares; ore)
    
    issue any additional Class AAA, Series F Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series F
Shares,
  Amendment
  Voting
  Specific Provisions of the Class AAA Preference Shares, Series G
 Dividends
  Redemption
  Conversion at the Option of Brookfield Properties
 61




---



##### 



Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  62




---



##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series G Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series G Shares;(ii)
    
    except out of the net cash proceeds of a substantially concurrent issue of shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series G Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series G Shares;(iii)
    
    redeem or call for redemption, purchase or otherwise retire for value or
make any return of capital in respect of less than all of the Class AAA, Series G
Shares then outstanding;(iv)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA preference shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series G Shares; or(v)
    
    issue any additional Class AAA, Series G Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series G
Shares,
  Amendment
  Voting
  Specific Provisions of the Class AAA Preference Shares, Series H
 Dividends
  Redemption
  63




---



##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  64




---



##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series H Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series H Shares;(ii)
    
    except out of the net cash proceeds of a substantially concurrent issue of
shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series H Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series H Shares;(iii)
    
    redeem or call for redemption, purchase or otherwise retire for value or
make any return of capital in respect of less than all of the Class AAA, Series H
Shares then outstanding;(iv)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA preference shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series H Shares; or(v)
    
    issue any additional Class AAA, Series H Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series H
Shares,
  Amendment
  Voting
  Specific Provisions of the Class AAA Preference Shares, Series I
 Dividends
  Redemption
  65




---



##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  66




---



##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series I Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series I Shares;(ii)
    
    except out of the net cash proceeds of a substantially concurrent issue of
shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series I Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series I Shares;(iii)
    
    redeem or call for redemption, purchase or otherwise retire for value or
make any return of capital in respect of less than all of the Class AAA, Series I
Shares then outstanding;(iv)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA preference shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series I Shares; or(v)
    
    issue any additional Class AAA, Series I Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series I
Shares,
  Amendment
  Voting
  Specific Provisions of the Class AAA Preference Shares, Series J
 Dividends
  Redemption
  67




---



##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  68




---



##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series J Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series J Shares;(ii)
    
    except out of the net cash proceeds of a substantially concurrent issue of
shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series J Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series J Shares;(iii)
    
    redeem or call for redemption, purchase or otherwise retire for value or
make any return of capital in respect of less than all of the Class AAA, Series J
Shares then outstanding;(iv)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA preference shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series J Shares; or(v)
    
    issue any additional Class AAA, Series J Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series J
Shares,
  Amendment
  Voting
  Specific Provisions of the Class AAA Preference Shares, Series K
 Dividends
  Redemption
  69




---



##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  70




---



##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series K Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series K Shares;(ii)
    
    except out of the net cash proceeds of a substantially concurrent issue of
shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series K Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series K Shares;(iii)
    
    redeem or call for redemption, purchase or otherwise retire for value or
make any return of capital in respect of less than all of the Class AAA, Series K
Shares then outstanding;(iv)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA preference shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series K Shares; or(v)
    
    issue any additional Class AAA, Series K Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series K
Shares,
  Amendment
  Voting
  Common Shares
 Provisions of Common Shares
 Dividends
  Voting
  Liquidation, Dissolution and Winding Up
  71




---



##### 



APPENDIX D  AUDIT COMMITTEE CHARTER
  Membership and Chairperson
    Responsibilities
  a)
    
    be directly responsible for overseeing the work of the external auditor of
the Corporation engaged for the purpose of preparing or issuing an auditors report or
providing other audit, review or attest services to the Corporation (the auditor);b)
    
    require the auditor to report directly to the Committee;c)
    
    review and evaluate the auditors independence, experience, qualifications and
performance and determine whether the auditor should be appointed or re-appointed and
recommend to the Board the auditor who should be nominated for appointment or
re-appointment by the shareholders;d)
    
    where appropriate, recommend to the Board that the shareholders terminate the
auditor;e)
    
    when a change of auditor is proposed, review all issues related to the change,
including the information to be included in the notice of change of auditor required,
and the orderly transition of such change;f)
    
    review the terms of the auditors engagement and recommend to the Board the
compensation of the auditor;g)
    
    at least annually, obtain and review a report by the auditor describing:
 
    
    the auditors internal quality-control procedures; and
    
    any material issues raised by the most recent internal quality control
review, or peer review, of the auditor, or review by any independent oversight
body such as the Canadian Public Accountability Board or the Public Company
Accounting Oversight Board, or governmental or professional authorities within
the preceding five years respecting one or more independent audits carried out
by the auditor, and the steps taken to deal with any issues raised in any such
review;
 h)
    
    at least annually, confirm that the auditor has submitted a formal written
statement describing all of its relationships with the Corporation; discuss with the
auditor any disclosed relationships or services that may affect its objectivity and
independence; obtain written confirmation from the auditor that it is
 72




---



##### 



objective within the meaning of the Rules of Professional Conduct/Code of Ethics
adopted by the provincial institute or order of Chartered Accountants to which it
belongs and is an independent public accountant within the meaning of the federal
securities legislation administered by the United States Securities and Exchange
Commission, and confirm that it has complied with applicable laws with the rotation
of certain members of the audit engagement team;i)
    
    review and evaluate the lead partner of the auditor;j)
    
    ensure the regular rotation of the audit engagement team members as required by
law, and periodically consider whether there should be regular rotation of the audit
firm;k)
    
    meet privately with the auditor as frequently as the Committee feels is
appropriate to fulfill its responsibilities, which will not be less frequently than
annually, to discuss any items of concern to the Committee or the auditor, including:
 
    
    planning and staffing of the audit;
    
    any material written communications between the auditor and management;
    
    whether or not the auditor is satisfied with the quality and effectiveness of
financial recording procedures and systems;
    
    the extent to which the auditor is satisfied with the nature and scope of its
examination;
    
    whether or not the auditor has received the full co-operation of management
of the Corporation;
    
    the auditors opinion of the competence and performance of the Chief
Financial Officer and other key financial personnel;
    
    the items required to be communicated to the Committee in accordance with
generally accepted auditing standards;
    
    all critical accounting policies and practices to be used by the Corporation;
    
    all alternative treatments of financial information within generally accepted
accounting principles that have been discussed with management, ramifications of
the use of such alternative disclosures and treatments, and the treatment
preferred by the auditor;
    
    any difficulties encountered in the course of the audit work, any
restrictions imposed on the scope of activities or access to requested
information, any significant disagreements with management and managements
response; and
    
    any illegal act that may have occurred and the discovery of which is required
to be disclosed to the Committee pursuant to paragraphs 5135.099 and 5136.28 of
the CICA Handbook and the United States Securities Exchange Act of 1934.
 l)
    
    pre-approve any non-audit service to be provided to the Corporation or any of
its subsidiaries by the auditor in accordance with applicable law. The Committee may
delegate to one or more independent members the authority to pre-approve non-audit
services to the extent permitted by applicable law. The pre-approval of non-audit
services by any member to whom authority has been delegated must be presented to the
full Committee at its first scheduled meeting following such pre-approval. The
Committee may also adopt specific policies and procedures for the engagement of
non-audit services provided these policies and procedures are detailed as to the
particular services, mandate that the Committee be informed of each non-audit service
and do not include the delegation of the Committees responsibilities to management;m)
    
    resolve any disagreements between management and the auditor regarding
financial reporting;
 73




---



##### 



n)
    
    prior to the disclosure to the public, review, and, where appropriate,
recommend for approval by the Board, the following:
 
    
    audited annual financial statements, in conjunction with the report of the
auditor;
    
    interim financial statements;
    
    annual and interim earnings press releases;
    
    annual and interim managements discussion and analysis of financial
condition and results of operation;
    
    reconciliations of the annual or interim financial statement; and
    
    all other audited or unaudited financial information contained in public
disclosure documents (including without limitation, any prospectus, or other
offering or public disclosure documents and financial statements required by
regulatory authorities);
 o)
    
    discuss press releases containing financial information (to ensure consistency
of the disclosure to the financial statement), as well as financial information and
earnings guidance provided to analysts and rating agencies including the use of pro
forma or adjusted non-GAAP information in such press releases and financial
information. Such review may consist of a general discussion of the types of
information to be disclosed or the types of presentations to be made;p)
    
    review the effect of regulatory and accounting initiatives as well as
off-balance sheet structures on the Corporations financial statements;q)
    
    review disclosures made to the Committee by the Chief Executive Officer and
Chief Financial Officer during their certification process for applicable securities
law filings about any significant deficiencies and material weaknesses in the design or
operation of the Corporations internal control over financial reporting which are
reasonably likely to adversely affect the Corporations ability to record, process,
summarize and report financial information, and any fraud involving management or other
employees;r)
    
    review the effectiveness of managements policies and practices concerning
financial reporting, any proposed changes in major accounting policies, the appointment
and replacement of management responsible for financial reporting and the internal
audit function;s)
    
    review the adequacy of the internal controls that have been adopted by the
Corporation to safeguard assets from loss and unauthorized use and to verify the
accuracy of the financial records and any special audit steps adopted in light of
significant deficiencies and material weaknesses in internal control over financial
reporting;t)
    
    meet privately with the person responsible for the Corporations internal audit
function as frequently as the Committee feels appropriate to fulfill its
responsibilities, which will not be less frequently than annually, to discuss any items
of concern;u)
    
    review the mandate, budget, planned activities, staffing and organizational
structure of the internal audit function (which may be outsourced to a firm other than
the auditor) to confirm that it is independent of management and has sufficient
resources to carry out its mandate. The Committee will discuss this mandate with the
auditor, review the appointment and replacement of the person in charge of the
Corporations internal audit function and review the significant reports to management
prepared by the internal auditor and managements responses;v)
    
    review the controls and procedures that have been adopted to confirm that
material information about the Corporation and its subsidiaries that is required to be
disclosed under applicable law or stock exchange rules is disclosed and to review the
public disclosure of financial information extracted or derived from the issuers
financial statements and periodically assess the adequacy of these procedures;
 74




---



##### 



w)
    
    establish and periodically review the procedures for the receipt, follow-up,
retention and treatment of complaints received by the Corporation about accounting,
internal controls, disclosure controls or auditing matters and for the confidential,
anonymous submission by employees of concerns regarding questionable accounting or
auditing matters;x)
    
    review periodically, the Corporations policies with respect to risk assessment
and management, particularly financial risk exposure, including the steps taken to
monitor and control risks;y)
    
    review periodically, the status of taxation matters of the Corporation;z)
    
    review and approve the Corporations policies for hiring partners and employees
and former partners and employees of the present auditor and any former auditors of the
Corporation;aa)
    
    review, with legal counsel where required, such litigation, claims, tax
assessments, transactions, inquiries from regulators and material inquiries from
governmental agencies or other contingencies which may have a material impact on
financial results or which may otherwise adversely affect the financial well-being of
the Corporation; andbb)
    
    consider other matters of a financial nature as directed by the Board.
 Reporting
  
    
    the auditors independence;
    
    the performance of the auditor and the Committees recommendations regarding its
reappointment or termination;
    
    the performance of the internal audit function department;
    
    the adequacy of the Corporations internal controls and disclosure controls;
    
    its recommendations regarding the annual and interim financial statements of the
Corporation and any reconciliation of the Corporations financial statements, including
any issues with respect to the quality or integrity of the financial statements;
    
    its review of any other public disclosure document including the annual information
form and the annual and interim managements discussion and analysis of financial
condition and results of operations;
    
    the Corporations compliance with legal and regulatory requirements, particularly
those related to financial reporting; and
    
    all other significant matters it has addressed and with respect to such other matters
that are within its responsibilities.
 Review and Disclosure
   75




---



##### 



Assessment
  Access To Outside Advisors And Senior Management
    Meetings
  Canada Business
Corporations Act
   Definitions
  Independent Director
 a)
    
    the director is or was within the last three years an employee or
executive officer (or has an immediate family member who is or was within the
last 3 years an executive officer) of the Corporation. A director is not
disqualified from being independent if he or she previously acted as an interim
chief executive officer of the Corporation, or currently acts or previously
acted as a part-time chair or vice-chair of the Board or any Board committee;
 76




---



##### 



b)
    
    the director (a) is a partner of or is employed by the
Corporations internal or external auditor; (b) was within the last three years
a partner or employee of that auditing firm and personally worked on the
Corporations audit within that time; or (c) has a spouse, minor child or a
child who lives in the directors home and who (i) is a partner of the
Corporations internal or external auditor; (ii) is an employee of the auditing
firm and works in the audit, assurance or tax compliance (but not tax planning)
practice; or (iii) was within the last three years a partner or employee of that
auditing firm and personally worked on the Corporations audit during that time.
For this purpose, a partner does not include a partner whose interest in the
auditing firm is limited to the receipt of fixed amounts of compensation
(including deferred compensation) for prior service, if the compensation is not
contingent in any way on continued service;c)
    
    the director is or was within the last three years (or has an
immediate family member who is or was within the last three years) an executive
officer of another entity if any of the Corporations current executive officers
serve or served at the same time on the compensation committee of that entity;d)
    
    the director has (or an immediate family member who is employed
as an executive officer of the Corporation has) received more than Cdn. $75,000
in direct compensation from the Corporation in any 12-month period within the
last three years, other than (a) fees for acting as a director or committee
member, including as the Chairperson of the Board or a Board committee; and (b)
fixed amounts of compensation under a retirement or deferred compensation plan
for prior service with the Corporation, if receipt is not contingent in any way
on continued service; ore)
    
    the director is an employee of (or has an immediate family member
who is an executive officer of), another company that has, in the last three
fiscal years, made payments to, or received payments from, the Corporation in
excess of the greater of US $1 million and 2% of the other companys
consolidated gross revenues.For the purposes of the definition above, the term executive officer means the
chair, vice-chair, president, vice-presidents in charge of principal business units,
divisions or functions, and any other individual (whether employed by the Corporation
or not) who performs a policy-making function in respect of the Corporation, and the
term immediate family member means the directors spouse, parents, children,
siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers and
sisters-in-law and anyone (other than a domestic employee) who lives in the
directors home.
  a)
    
    the director cannot after appointment to the Audit Committee accept, directly
or indirectly, any consulting, advisory, or other compensatory fee from the
Corporation or any of its subsidiaries, other than (a) fees for acting as a director,
committee member, or part-time chair or vice-chair of the Board or any Board
Committee; and (b) fixed amounts of compensation under a retirement or deferred
compensation plan for prior service with the Corporation (provided such compensation
is not contingent in any way on continued service). A fee is considered to have been
indirectly received by the director if it is received by (a) the directors spouse, a
minor child or a child who lives in the directors home; or (b) an entity in which the
director is a partner, a member or an officer (such as a managing director or
executive officer) if that entity provides accounting, consulting, legal, investment
banking or financial advisory services to the Corporation or any of its subsidiaries,
unless the director is a limited partner or a non-managing member of the entity and
plays no active role in providing services to the entity; andb)
    
    the director cannot be an affiliated entity of the Corporation or any of its
subsidiaries.For the purposes of the Audit Committee requirements above, the term affiliated entity
means an individual or company that controls, is controlled by or is under common control
with the Corporation. In addition, an individual is himself or herself an affiliated entity
of the Corporation if the individual holds any of the following positions with an affiliated
entity: a director who is an employee, an executive officer, a general partner or a
managing member, and the term control means having the direct or indirect power to control
the Corporation, whether through ownership of voting securities or otherwise. An individual
who owns, directly or indirectly, 10%
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or less of any class of voting securities of the Corporation will be deemed not to control
the Corporation if the individual is not an executive officer of the Corporation.
 Financially Literate
 Audit Committee Financial Expert
 a)
    
    an understanding of generally accepted accounting principles and financial
statements;b)
    
    the ability to assess the general application of such principles in connection
with the accounting for estimates, accruals and reserves;c)
    
    experience preparing, auditing, analyzing or evaluating financial statements
that present a breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can reasonably be expected to
be raised by the Corporations financial statements, or experience actively supervising
one or more persons engaged in such activities;d)
    
    an understanding of internal controls and procedures for financial reporting;
ande)
    
    an understanding of audit committee functions;
  a)
    
    education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or auditor or
experience in one or more positions that involve the performance of similar
functions;b)
    
    experience actively supervising a principal financial officer,
principal accounting officer, controller, public accountant, auditor or person
performing similar functions;c)
    
    experience overseeing or assessing the performance of companies
or public accountants with respect to the preparation, auditing or evaluation of
financial statements; ord)
    
    other relevant experience.
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