Brookfield Capital Partners V D/A Indefinite amount in investment fund / equity, sold $8.32B, 150 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001741026

	Corporation
X	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Brookfield Capital Partners V L.P.

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2018
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Brookfield Capital Partners V L.P.
Street Address 1		Street Address 2
BROOKFIELD PL, 250 VESEY STREET, 15TH FL
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10281-1023	(212) 417-7000

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001741262

	Corporation
X	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Brookfield Capital Partners V (CR) L.P.

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2018
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Brookfield Capital Partners V (CR) L.P.
Street Address 1		Street Address 2
BROOKFIELD PL, 250 VESEY STREET, 15TH FL
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10281-1023	(212) 417-7000

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001741263

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

Special limited partnership (societe en commandite speciale)

Name of Issuer

Brookfield Capital Partners V (ER) SCSp

Jurisdiction of Incorporation/Organization

LUXEMBOURG

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2018
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Brookfield Capital Partners V (ER) SCSp
Street Address 1		Street Address 2
6, RUE EUGENE RUPPERT
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LUXEMBOURG	LUXEMBOURG	L-2453	(212) 417-7000

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001784486

	Corporation
X	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Brookfield Capital Partners V (SMA-C) LP

Jurisdiction of Incorporation/Organization

ONTARIO, CANADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2018
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Brookfield Capital Partners V (SMA-C) LP
Street Address 1		Street Address 2
181 Bay Street
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Toronto	ONTARIO, CANADA	MSJ 2T3	(212) 417-7000

3. Related Persons

Last Name	First Name	Middle Name
Laurie	Craig
Street Address 1	Street Address 2
c/o Brookfield Asset Management Inc.	250 Vesey Street, 15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10281-1023

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Partner of the sole member of the General Partner of the Cayman and Canadian Issuers

Last Name	First Name	Middle Name
Weinberg	Mark
Street Address 1	Street Address 2
c/o Brookfield Asset Management Inc.	250 Vesey Street, 15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10281-1023

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Partner of the sole member of the General Partner of the Cayman and Canadian Issuers

Last Name	First Name	Middle Name
Bloom	Ron
Street Address 1	Street Address 2
c/o Brookfield Asset Management Inc.	250 Vesey Street, 15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10281-1023

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice Chairman and Managing Partner of the sole member of the General Partner of the Cayman and Canadian Issuers

Last Name	First Name	Middle Name
Srulowitz	Mark
Street Address 1	Street Address 2
c/o Brookfield Asset Management Inc.	250 Vesey Street, 15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10281-1023

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Partner of the sole member of the General Partner of the Cayman and Canadian Issuers

Last Name	First Name	Middle Name
Dehl	Jaspreet
Street Address 1	Street Address 2
c/o Brookfield Asset Management Inc.	250 Vesey Street, 15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10281-1023

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Partner of the sole member of the General Partner of the Cayman and Canadian Issuers

Last Name	First Name	Middle Name
Kolar	Jordan
Street Address 1	Street Address 2
c/o Brookfield Asset Management Inc.	250 Vesey Street, 15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10281-1023

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Partner of the sole member of the General Partner of the Cayman and Canadian Issuers

Last Name	First Name	Middle Name
Gregory	David
Street Address 1	Street Address 2
c/o Brookfield Asset Management Inc.	250 Vesey Street, 15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10281-1023

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice-President of the sole member of the General Partner of the Cayman and Canadian Issuers

Last Name	First Name	Middle Name
Haase	Kristin
Street Address 1	Street Address 2
c/o Brookfield Asset Management Inc.	250 Vesey Street, 15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10281-1023

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice-President and Secretary of the sole member of the General Partner of the Cayman and Canadian Issuers

Last Name	First Name	Middle Name
Hattori	Keiji
Street Address 1	Street Address 2
Brookfield Asset Management Inc.	250 Vesey Street, 15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10281-1023

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Associate Vice President of the sole member of the General Partner of the Cayman and Canadian Issuers

Last Name	First Name	Middle Name
Bini	Lydie
Street Address 1	Street Address 2
78 rue Louis XIV
City	State/Province/Country	ZIP/PostalCode
Luxembourg	LUXEMBOURG	L-1948

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Manager of the General Partner of the Luxembourg Issuer

Last Name	First Name	Middle Name
Leroi	Luc
Street Address 1	Street Address 2
13A, rue de Clairefontaine
City	State/Province/Country	ZIP/PostalCode
Luxembourg	LUXEMBOURG	L-8460

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Manager of the General Partner of the Luxembourg Issuer

Last Name	First Name	Middle Name
Parisi	Caroline
Street Address 1	Street Address 2
19, rue Eugene Ruppert
City	State/Province/Country	ZIP/PostalCode
Luxembourg	LUXEMBOURG	L-2453

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Manager of the General Partner of the Luxembourg Issuer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

X

Pooled Investment Fund

	Hedge Fund
	Private Equity Fund
	Venture Capital Fund
X	Other Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes X No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose		X	Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

X Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)  

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

X Section 3(c)(7)

7. Type of Filing

	New Notice	Date of First Sale	2018-10-24	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity	X	Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Brookfield Private Advisors LLC	151423
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Brookfield Private Advisors LLC	151423
Street Address 1	Street Address 2
c/o Brookfield Asset Management Inc.	250 Vesey Street, 15th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10281-1023
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number X None
Brookfield Private Capital (UK) Limited	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
99 Bishopsgate, 2nd Floor
City	State/Province/Country	ZIP/Postal Code
London	UNITED KINGDOM	EC2M 3XD
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Brookfield Investment Management (Canada) Inc.	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Brookfield Place, Suite 300	181 Bay Street
City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5J 2T3
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
KB Securities Co. Ltd	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
50 Yeouinmaru-ro, Yeongdeungpo-gu
City	State/Province/Country	ZIP/Postal Code
Seoul	KOREA, REPUBLIC OF	07328
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number None
Summit Trail Securities, LLC	285784
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
140 East 45th Street, 34th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10017
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
RHODE ISLAND VERMONT HAWAII NEW YORK GEORGIA NEVADA TENNESSEE CALIFORNIA OKLAHOMA MAINE VIRGINIA MICHIGAN OHIO DELAWARE IOWA FLORIDA MARYLAND MASSACHUSETTS SOUTH DAKOTA SOUTH CAROLINA UTAH ILLINOIS CONNECTICUT DISTRICT OF COLUMBIA MINNESOTA WISCONSIN MISSOURI OREGON LOUISIANA NEW HAMPSHIRE WASHINGTON NEW JERSEY NEW MEXICO TEXAS COLORADO PENNSYLVANIA

Recipient	Recipient CRD Number X None
Brookfield Singapore Pte. Ltd	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Income at Raffles	16 Collyer Quay #24-01
City	State/Province/Country	ZIP/Postal Code
Singapore	SINGAPORE	049318
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Brookfield Advisors (Hong Kong) Ltd	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2302 Prosperity Tower	39 Queen's Road
City	State/Province/Country	ZIP/Postal Code
Central	HONG KONG	999077
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$8,315,322,193	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

Item 13 and 14 reflect sales exempt from registration under Regulation D and/or other available exemptions. Amount includes separate account that invests alongside the fund and commitments from sponsor that may be satisfied through or alongside the fund.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

150

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$35,000,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

The figure disclosed above reflects estimated amounts expected to be paid to placement agents in respect of sales exempt from registration under Regulation D and/or other available exemptions and includes amounts paid to Brookfield affiliates.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Brookfield Capital Partners V L.P.	Mark Srulowitz	Mark Srulowitz	Managing Partner of the sole member of the GP of Issuer	2019-08-06
Brookfield Capital Partners V (CR) L.P.	Mark Srulowitz	Mark Srulowitz	Managing Partner of the sole member of the GP of Issuer	2019-08-06
Brookfield Capital Partners V (ER) SCSp	Lydie Bini / Luc Leroi	Lydie Bini / Luc Leroi	Managers of the General Partner of the Issuer	2019-08-06
Brookfield Capital Partners V (SMA-C) LP	Mark Srulowitz	Mark Srulowitz	Managing Partner of the sole member of the GP of Issuer	2019-08-06

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.