Brookfield Renewable Corp 6-K, filed Feb 8, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2021

Commission file number 001-35530	Commission file number 001-39355
BROOKFIELD<br><br><br>RENEWABLE<br><br><br>PARTNERS L.P.	BROOKFIELD<br><br><br>RENEWABLE<br><br><br>CORPORATION
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(Exact name of Registrant as specified in its charter)	(Exact name of Registrant as specified in its charter)
73 Front Street, 5th Floor<br><br><br>Hamilton, HM 12<br><br><br>Bermuda	250 Vesey Street, 15th Floor<br><br><br>New York, New York 10281
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(Address of principal executive office)	(Address of principal executive office)

Indicate by check mark whether the registrants file or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrants are submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):****☐

Indicate by check mark if the registrants are submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):****☐

Exhibit 99.1 of this Form 6-K is incorporated by reference into (i) Brookfield Renewable Partners L.P.’s registration statement on Form F-3ASR filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2018 (File No. 333-224206), as amended by Post-Effective Amendment No. 1 to the registration statement, filed with the SEC on February 19, 2020, (ii) Brookfield Renewable Partners L.P.’s registration statement on Form F-3 (File No. 333-237996) that was declared effective by the SEC on July 29, 2020 and (iii) Brookfield Renewable Corporation’s registration statement on Form S-8 filed with the SEC on August 3, 2020 (File No. 333-240282).

The following document, which is attached as an exhibit hereto, is incorporated by reference herein:

Exhibit		Title
99.1		Third Amendment to the Relationship Agreement among Brookfield Asset Management Inc., Brookfield Renewable Partners L.P. and the other parties thereto, dated February 3, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	BROOKFIELD RENEWABLE PARTNERS L.P., <br>by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
Date: February 8, 2021	By:	/s/ James Bodi
		Name: James Bodi
		Title:   Vice President
	BROOKFIELD RENEWABLE CORPORATION
Date: February 8, 2021	By:	/s/ Jennifer Mazin
		Name: Jennifer Mazin
		Title:   General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

THIRD AMENDMENT TO RELATIONSHIP AGREEMENT

THIS AMENDING AGREEMENT is made as of the 3^rd^ day of February, 2021 (this “Third AmendmentAgreement”)

AMONG:

BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario

(“BAM”)

-and-

BRP ENERGY GROUP L.P., a limited partnership existing under the laws of the Province of Manitoba

(the “Canad ian Service Provider”)

-and-

BROOKFIELD ASSETMANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., a limited partnership existing under the laws of the Province of Manitoba

(the “Canadian Service Provider II”)

-and-

BROOKFIELD CANADARENEWABLE MANAGER LP, a limited partnership existing under the laws of the Province of Ontario

(the “Canadian ServiceProvider III”)

-and-

BROOKFIELD RENEWABLE ENERGY GROUP (BERMUDA) LIMITED, an exempted company existing under the laws of Bermuda

(the “International Service Provider”)

-and-

BROOKFIELD GLOBALRENEWABLE ENERGY ADVISOR LIMITED, a company existing under the laws of England

(the “UK Service Provider”)

-and-

BROOKFIELD PRIVATE CAPITAL (DIFC) LIMITED, a private company existing under the laws of Dubai International Financial Centre

(the “Dubai Service Provider”)

-and-

BROOKFIELD RENEWABLEPARTNERS L.P. (formerly Brookfield Renewable Energy Partners L.P.), an exempted partnership existing under the laws of Bermuda

(“BEP”)

-and-

BROOKFIELD RENEWABLE ENERGY L.P., an exempted partnership existing under the laws of Bermuda

(“BRELP”)

-and-

BROOKFIELD BRPHOLDINGS (CANADA) INC., a corporation existing under the laws of the Province of Ontario

(“CanHoldco”)

-and-

BRP BERMUDA HOLDINGSI LIMITED, an exempted company existing under the laws of Bermuda

(“Bermuda Holdco”)

-and-

BROOKFIELD BRP EUROPEHOLDINGS (BERMUDA) LIMITED, an exempted company existing under the laws of Bermuda

(“Europe Holdco”)

-and-

BROOKFIELD RENEWABLE INVESTMENTS LIMITED, an exempted company existing under the laws of Bermuda

(“Investco”)

WHEREAS BAM, the Canadian Service Provider, the International Service Provider, BEP, BRELP, CanHoldco and Bermuda Holdco (together, the “Original Parties”) entered into a relationship agreement dated November 28, 2011 (the “Original Relationship Agreement”);

AND WHEREAS the Original Parties**,** and the Canadian Service Provider II, the UK Service Provider, Europe Holdco and Investco (collectively, the “Additional Parties”) entered into an amending agreement to the Relationship Agreement dated February 26, 2015 (the “First Amendment”);

AND WHEREAS the Original Parties, the Additional Parties and the Dubai Service Provider (collectively, the “Parties”) entered into a second amendment to the Relationship Agreement dated July 30, 2020 (the “Second Amendment”, and together with the Original Relationship Agreement and the First Amendment, the “Relationship Agreement”);

AND WHEREAS the Parties wish to amend the Relationship Agreement to reflect the addition of the Canadian Service Provider III as a party thereto effective as of the date hereof;

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties hereto hereby agree as follows:

1.1	Addition of the Canadian Service Provider III. The Parties hereby agree to amend the terms of the<br>Relationship Agreement by:
1.1.1	deleting the definition of “Energy General Partner” in Section 1.1.20 in its entirety and<br>replacing it with the following:
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	““Energy General Partner” means BRP Bermuda GP Limited (successor to 2288508 Ontario<br>Inc.), which is the general partner of the Energy GP LP”
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1.1.2	deleting the definition of “Managers” in Section 1.1.25 in its entirety and replacing it with<br>the following:
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	““Managers” means the Canadian Service Provider, the Canadian Service Provider II, the<br>Canadian Service Provider III, the International Service Provider, the UK Service Provider and the Dubai Service Provider”
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1.1.3	deleting the definition of “Managing General Partner” in Section 1.1.26 in its entirety and<br>replacing it with the following:
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	““Managing General Partner” means Brookfield Renewable Partners Limited (successor to<br>2288509 Ontario Inc.), which is the general partner of BEP”
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1.1.4	deleting Section 13.5.14 of the Relationship Agreement in its entirety; and
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1.1.5	deleting the notice information in Section 6.4.1, Section 6.4.2, Section 6.4.3,<br>Section 6.4.4, Section 6.4.5, Section 6.4.6, Section 6.4.7, and Section 6.4.8 in its entirety and replacing it with the following:
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“6.4.1	if to BEP:
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	Brookfield Renewable Partners Limited
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	73 Front Street
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	Hamilton HM 12
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	Bermuda
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	Attention:     Secretary
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6.4.2	if to BRELP:
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	BRP Bermuda GP Limited
---	---
	73 Front Street
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	Hamilton HM 12
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	Bermuda
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	Attention:     Secretary
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6.4.3	if to CanHoldco:
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	Brookfield BRP Holdings (Canada) Inc.
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	Suite 300, Brookfield Place
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	181 Bay Street, Box 762
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	Toronto, Ontario
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	M5J 2T3
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	Attention:     Senior Vice President and Secretary
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6.4.4	if to Bermuda Holdco:
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	BRP Bermuda Holdings I Limited
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	73 Front Street
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	Hamilton HM 12
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	Bermuda
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	Attention:     Secretary
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6.4.5	if to Europe Holdco:
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	Brookfield BRP Europe Holdings (Bermuda) Limited
---	---
	73 Front Street
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	Hamilton HM 12
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	Bermuda
---	---
	Attention:     Secretary
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6.4.6	if to Investco:
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	Brookfield Renewable Investments Limited
---	---
	73 Front Street
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	Hamilton HM 12
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	Bermuda
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	Attention:     Secretary
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6.4.7	if to BAM:
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	Brookfield Asset Management Inc.
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	Suite 300, Brookfield Place
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	181 Bay Street, Box 762
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	Toronto, Ontario
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	M5J 2T3
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	Attention:    Chief Legal Officer
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6.4.8	if to the Canadian Service Provider:
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	BRP Energy Group L.P.
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	Suite 300, Brookfield Place
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	181 Bay Street, Box 762
---	---
	Toronto, Ontario
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	M5J 2T3
---	---
	Attention:    Chief Executive Officer
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6.4.9	if to the Canadian Service Provider II:
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	Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
---	---
	Suite 300, Brookfield Place
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	181 Bay Street, Box 762
---	---
	Toronto, Ontario
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	M5J 2T3
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	Attention:    Chief Executive Officer
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6.4.10	if to the Canadian Service Provider III:
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	Brookfield Canada Renewable Manager LP
---	---
	Suite 300, Brookfield Place
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	181 Bay Street, Box 762
---	---
	Toronto, Ontario
---	---
	M5J 2T3
---	---
	Attention:    Chief Executive Officer
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6.4.11	if to the International Service Provider:
---	---
	Brookfield Renewable Energy Group (Bermuda) Limited
---	---
	73 Front Street
---	---
	Hamilton HM 12
---	---
	Bermuda
---	---
	Attention:    Secretary
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6.4.12	if to the UK Service Provider:
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	Brookfield Global Renewable Energy Advisor Limited
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	1 Canada Square
---	---
	Canary Wharf
---	---
	London E14 5AA
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	United Kingdom
---	---
	Attention:    Secretary
---	---
6.4.13	if to the Dubai Service Provider:
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	Brookfield Private Capital (DIFC) Limited
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	Unit 45, Level 15
---	---
	Gate Building
---	---
	DIFC
---	---
	PO Box 507234
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	Dubai
---	---
	United Arab Emirates”
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1.2	Effectiveness. This Third Amendment Agreement shall be effective as of the date first written above.<br>
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1.3	Ratification. Except as amended hereby, the Relationship Agreement and all of its terms, conditions and<br>obligations are ratified and confirmed.
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1.4	Enurement. This Third Amendment Agreement and all of the provisions of this Third Amendment Agreement<br>shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.
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1.5	Headings. The inclusion of headings in this Third Amendment Agreement are for convenience of reference<br>only and shall not affect the construction or interpretation hereof.
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1.6	Governing Law. This Third Amendment Agreement will be governed by and construed in accordance with the<br>laws of the Province of Ontario and the laws of Canada applicable therein.
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1.7	Counterparts. This Third Amendment Agreement may be signed in counterparts and each of such counterparts<br>will constitute an original document and such counterparts, taken together, will constitute one and the same instrument.
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[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment Agreement to be executed as of the date first above written.

BROOKFIELD ASSET MANAGEMENT INC.
By:	/s/ Kathy Sarpash
	Name: Kathy Sarpash
	Title: Senior Vice-President
BRP ENERGY GROUP L.P., by its general partner, BROOKFIELD RENEWABLE ENERGY GROUP G.P. INC.
By:	/s/ William Fyfe
	Name: William Fyfe
	Title: Senior Vice President
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., by its general partner, BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
By:	/s/ Kathy Sarpash
	Name: Kathy Sarpash
	Title: Senior Vice-President
BROOKFIELD CANADA RENEWABLE MANAGER LP, by its general partner, 1812380 ONTARIO LIMITED
By:	/s/ William Fyfe
	Name: William Fyfe
	Title: Senior Vice President
BROOKFIELD RENEWABLE ENERGY GROUP (BERMUDA) LIMITED
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By:	/s/ James Bodi
	Name: James Bodi
	Title: Director
BROOKFIELD GLOBAL RENEWABLE ENERGY ADVISOR LIMITED
By:	/s/ Philippa Elder
	Name: Philippa Elder
	Title: Director
BROOKFIELD PRIVATE CAPITAL (DIFC) LIMITED
By:	/s/ Anuj Ranjan
	Name: Anuj Ranjan
	Title: Director
BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
By:	/s/ James Bodi
	Name: James Bodi
	Title: Vice President
BROOKFIELD RENEWABLE ENERGY L.P., by its general partner, BREP HOLDING L.P., by its general partner, BRP BERMUDA GP LIMITED
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By:	/s/ James Bodi
	Name: James Bodi
	Title: Vice President
BROOKFIELD BRP HOLDINGS (CANADA) INC.
By:	/s/ William Fyfe
	Name: William Fyfe
	Title: Senior Vice President
BRP BERMUDA HOLDINGS I LIMITED
By:	/s/ James Bodi
	Name: James Bodi
	Title: Vice President
BROOKFIELD BRP EUROPE HOLDINGS (BERMUDA) LIMITED
By:	/s/ James Bodi
	Name: James Bodi
	Title: Vice President
BROOKFIELD RENEWABLE INVESTMENTS LIMITED
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By:	/s/ James Bodi
	Name: James Bodi
	Title: Vice President