SecProbe.io

March 31, 2014

Via E -mail
Michael D.  Weiner
Executive Vice President and Chief Legal Officer
Ares Management GP LLC
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA  90067

Re: Ares Management, L.P.
Amendment No. 1 to
Draft Registra tion Statement on Form S -1
Submitted March 14, 2014
  CIK No. 0001176948

Dear Mr. Weiner:

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing the information you provide in resp onse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Draft Registration Statement on Form S -1

1. We note that you do not believe that Ares Management L.P. is an investment company
for purposes of sections 3(a)(1)(A) and 3(a)(1)(C) of the Investment Company Act of
1940 (“Company Act”). Please provide f urther information necessary to conduct an
analysis under section 3(a)(1)(A) and 3(a)(1)(C) of the Company Act for Ares
Management L.P., including, but not limited to, the Ares Operating Group Managing
Entities and Ares Operating Group Entities(as those te rms are defined in the draft
registration statement). Please provide this information prior to, and giving effect to, the
proposed transaction. In particular, list all assets held by each entity and the value you
assign to each. In addition:

Michael D. Weiner
Ares Management GP LLC
March 31, 2014
Page 2

 a. Please ide ntify and explain any interests in the Ares investment funds held by or
through the Ares Operating Group Entities. For instance, please explain if interests in
the investment funds are limited to general partnerships or if there are additional
limited part nership interests, and the values of each. Do the Ares Operating Group
Entities and/or the Ares Operating Group Managing Entities make contributions to
the capital of the investment funds in connection with or apart from the general
partner interests? What  are the values with regard to each investment fund? Please
describe the methodology used to value these interests and explain why that
methodology was chosen.

b.  Please explain why an investment in Ares Management L.P. is not equivalent to an
investment  in a fund of funds.

2. Please explain whether the offering by Ares Management L.P. should be considered an
indirect offering of the Ares investment funds. In this context, please address rule 140
under the Securities Act of 1933 as well as section 48(a ) of the Company Act as applied
to the registration requirements for investment companies.

Capitalization, page 94

3. We note your response and revision related to our prior comment 13; however we do not
see how you have addressed our comment in its entirety.  We are reissuing our comment
in part; please revise your pro forma presentation to disaggregate your material pro forma
adjustments (e.g. reorganization, offering, adjustments for non -controlling interests, etc.).

Notes to Unaudited Condensed Combined and Consolidated Pro Forma Statement of Financial
Condition , page 102

Note 1.  Reorganization and Other Adjustment s, page 102

Note (d), page 102

4. We note your response to our prior comment 17.  Although we understand that  the cash
distribution to existing owners will be made prior to the offering and will be made from
available liquidity, it is not clear to us why pr o forma presentation is unnecessary.  We
also note the reorganization and conversion of certain equity issuances (e.g. class D units)
will result in a significant change in capitalization at or prior to the IPO.  P lease revise to
provide a proforma present ation (i.e. within your historical financial statements)
consistent with the guidance of SAB Topic 1B.3 in your next amendment .

Michael D. Weiner
Ares Management GP LLC
March 31, 2014
Page 3

 Note 2.  Offering Adjustments, page 105

Note ( l), page 106

5. We note your response to our prior comment 20.  Explain to us h ow you determined the
adjustment for repayment of the revolving credit facility meets the criteria of Article 11
(i.e. factually supportable).  Alternatively, we would not object to footnote disclosure
only.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
112

Managin g Business Performance, page 118

Assets Under Management, page 11 9

6. We note your response to our prior comment s 23 and 24 .  Please expand your rollforward
and related discussions of fee  earning  AUM and AUM (as well as within your segment
disclosures) to separately present distributions and redemptions.

Results of Operations, page 127

Combined and Consolidated Results of Operations, page 127

7. We note your response to our prior comment 31 and your enhanced discussion of
performance fees and the trends that you believe will materially affect future results of
operations.  However, it remains unclear how the changes in the investment strategies
and concentrations of your AUM have impacted your results.  Please expand your
disclosure to discuss the key market factors that positively or negatively impacted the fair
values of your AUM and explain whether fair values generally increased (decreased)
across your portfolio or whether it varied by fund and/or industry and if so, why.  Also
discuss any funds which have significantly  impacted your AUM due to market
appreciation/(depreciation).

8. Please revise your disclosure to discuss  the reasonable likelihoo d of attaining specific
thresholds in future periods to earn performance fees for any individual fund(s), and if the
realization or non -realization of such could have a material impact on the future results of
operations. The timing and probability of futu re realization events should also be
discussed .

Michael D. Weiner
Ares Management GP LLC
March 31, 2014
Page 4

 Results of Operations by Segments, page 138

Fund Performance Metrics for the Year Ended December 31, 2013

9. We note from your r esponse to our prior comment 38 that you determined that a fund that
has contributed at least 1% of the Company’s total management fees for the applicable
period is a significant fund, which includes ten of your investment funds across all four
operating segments.  Please consider expanding your criteria for identifying signifi cant
investment funds for each segment (e.g. fund’s total AUM , funds that contributed
significantly to your total segment performance fees as well as each segment’s economic
net income (loss).)

10. For those investment funds that are significant , please en hance your disclosures to
provide additional fund metrics that will provide meaningful information regarding your
revenues recorded each period .  For example, consider providing the following:

 a description of the overall strategy in volved in the investment, including the timing,
thresholds and significant assumptions involved in managing the investment ; and
 a disclosure of the investments that have been realized and have not yet been realized.

Business, page 1 88

Investment Groups, page 18 9

11. We not e your response to comme nt 48.  However, the disclosure should  clarify that the
investment groups  do not outperform the market indices every si ngle year.  We are not
suggesting that you present performance relative to market indices  for each year, but  that
you balance the disclosures to clarify that your funds have also experienced some down
years.

Material U.S. Federal Tax Considerations, page 263

12. We note your revised disclosure  indicates that Proskauer Rose LLP has provided an
opinion that Ares Management will be treated as a partnership for federal tax purposes
and that Ares Real Estate Holdings has been organized in conformity with the REIT
requirements.  Plea se revise to indicate that it is Proskaur Rose LLP ’s opinion that Ares
Management will be treated as a partnership and Ares Real Estate Holdings was
organized in conf ormity with the  REIT requirements.  To the extent the opinion makes
assumptions related to future facts or conduct, these assumptions should be limited and
reasonable.

Michael D. Weiner
Ares Management GP LLC
March 31, 2014
Page 5

 Financial Statements

Ares Holdings Inc. And Ares Investments LLC, page F -6

General

13. We note your disclosure on page F -78 (Note 11.  Related Party Transactions) that
substantially all of your revenue is earned from related parties.  Please revise to clearly
present on the face of your financial statement s (and elsewhere throughout your
registration statement, as applicable) such related party transactions.  Refer to Rule 4 -
08(k) of Regulation S -X.

Notes to the Combined and Consolidated Financial Statements, page F -11

Note 2.  Summary of Significant Accounting Policies, page F -11

Principals of Consolidation, page F -11

14. Please revise your consolidation policy to clarify  whether any of your funds qualify for
the deferral of the current consolidation guidance and describe which funds qualify for
this de ferral.

15. We note from your response to our prior comment 54 that 100% of the CLOs you
manage are VIEs and are consolidated.  We also note from your disclosure on page F -12
that you consolidate CLOs for which you are deemed to be the primary beneficiary.
Please tell us whether you hold investments in any CLOs where you determined that you
are not the primary beneficiary and, therefore, do not consolidate.  Provide the basis for
your conclusion .

Management Fees, Page F -17

16. We note your response to our prior comment s 28 and 57, particularly your classification
of ARCC Part I Fees as management revenues.  While we understand the “predictability”
and “recurrence” aspect as you stated in your response; the attributes  to the computation
of ARCC Part I Fee re venues  as we understand it (e.g. revenues based on performance
and subject to hurdle rates; that are impacted by  fund performance and returns ) appear
significantly different than the attributes of your management fees (e.g. generally based
on a defined per centage of fair value of assets of the investment portfolios managed).
That said, we continue to question whether your ARCC Part I Fee revenues should be
reported apart from your management fee revenues.  Explain to us how the ARCC Part I
Fees are compute d and provide us with an example computation along with any
investment advisory and management agreements .

Michael D. Weiner
Ares Management GP LLC
March 31, 2014
Page 6

 Note 6.  Derivative Financial Instruments, page F -52

17. We note from your tables presented on pages F -62 and F -63 that although you generally
prese nt derivative and other instruments on a gross basis, certain instruments are subject
to enforceable master netting arrangements which allow for the derivative and other
financial instruments to be offset.  Please revise your future filings to disclose the  terms
of the master netting arrangements and describe the types of rights of setoff and similar
agreements, including the nature of those rights.  Refer to ASC 210 -20-55-14.

18. In addition to our comment above, f or gross amounts not offset in the statements of
financial condition, clarify in your disclosure whether these amounts include those that
meet the guidance in either ASC 210 -20-45 or ASC 815 -10-45 to qualify for offsetting
but management elects not to offset.

Note 12.  Stockholders’ Equit y and Members’ Capital, page F -79

19. We note from your response to our prior comment 22 that in connection with the
Unitization, the mandatory convertible preferred class D units will be recapitalized into
Ares Operating Group Units and will cease to exist.  We also not e from your disclose on
page F -8- that upon completion of an IPO these units will be mandatorily converted into
6.25% of the common equity of the Company.  Please address  the following .

 Revise your disclosure to provide a comprehensive descript ion of the convertible
preferred class D units, in cluding any substantive terms, the number of units issued
and the number of units they will be converted to at the time of IPO .
 Explain  more clearly what you mean by …”converted into 6.25% of common
equity” .
 Provide us with your accounting analysis at the issuance of these units, including a
discussion on how you accounted for the mandatorily convertible feature at issuance.
 Clarify how and where such units are currently reflected in your financial stateme nts
(e.g. statements of financial condition and statements of changes in equity).

Exhibit 8.1

20. We note the short form tax opinion filed as exhibit 8.01 indicates that the opinion is an
accurate summary of the tax matters described in your registration statement.  Please note
a short form opinion must clearly state that the tax discussion  in the registration statement
is the opinion of cou nsel, as opposed to indicating it is an accurate summary of counsel ’s
opinion.

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondenc e in accordance with the guidance we provide
in the Division’s October 11 , 2012 announcement on the SEC website at

Michael D. Weiner
Ares Management GP LLC
March 31, 2014
Page 7

 http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

You may contact  Sasha Pechenik at (202) 551 -3541 or Hugh We st, Accounting Branch
Chief, at (202) 551 -3872 if you have questions regarding comments on the financial statements
and related matters.  Please contact me at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director