SecProbe.io

April 1 4, 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
Registration Statement on Form S-1
Filed  April 4 , 2014
  File No. 333 -194919

Dear Mr. Weiner:

We have reviewed your 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 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 response to these  comments  and your
amended registration statement,  we may have  additional comments.

General

Unaudited Pro Forma Consolidated Financial Data, page 99

1. We received your correspondence dated  April 14, 2014, which includes the pro forma
financial information .  Please be advised that we may have additional comme nts on the pro
forma financial data  once we have had an opportunity to review it.

Michael D. Weiner
Ares Management GP LLC
April 1 4, 2014
Page 2

 Notes to Unaudited Condensed Combined and Consolidated Pro Forma Statement of
Financial Condition , page 104

Note 1.  Reorganization and Other Adjustments, page 104

Note (d), page 104

2. We note your response to our prior comment 4.  Revise your disclosure to clarify, if
accurate, that portion of the funds that will be used to make the cash distribution to
existing owners prior to the offering will come from  borrowings under the Credit Facility.
In addition, we continue to believe tha t proforma pr esentation  of the planned cash
distribution and reorganization transaction,  consistent  with the guidance of SAB Topic
1B.3 (i.e. within your historical financial statements), is necessary to reflect the change in
equity subsequent to the distr ibution.  Please revise as necessary.

Compensation of Our Directors and Executive Officers, page 229

Summary Compensation Table for Fiscal Year 2013, page 230

3. We note your revised compensation table and footnotes indicate that the distributions to
your NEOs are not considered compensation.  Please provide your analysis supporting
your determination that the payments are not compensation and are not required to be
disclosed in the compensation table.

4. Additionally, we note that your “NEOs are compensate d through a combination of equity
grants, carried interest and incentive fees…” and that Messrs. Arougheti and Kissick
received incentive fees in fiscal 2013.  Please explain why these compensation awards are
not included in the compensation table.

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

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

Management Fees, page F -18

5. We note your response and revised disclosures as it relates to our prior comment 13 .
Please provi de to us supplementally the amount and /or percentage of each revenue source
from affiliates (i.e. management fee, performance fee, and other fees).

6. We note your response and revised disclosures as it relates our prior comment 16 and the
classification of your Part I ARCC fees within management fees.  We also note that the
qualitative nature of the Part I ARCC incentive fees differs from the remainder of the
management fees  recorded within  the “Management fees” line item on the Combined and
Consolidated Statements of Operations.  As such, considering the different characteristics

Michael D. Weiner
Ares Management GP LLC
April 1 4, 2014
Page 3

 of these two revenue streams  and i n an effort to provide more transparent disclosure ,
please revise your disclosure to report ARCC Part I incentive fee revenue separately from
your management fee revenues .

Note 12. Stockholders’ Equity  and Member’s Capital, page F -81

7. We note your response to our prior  comment 19 and we are reissuing our comment, in
part.  Please provide the following information related to the non -voting mandatorily
convertible membership interests issued to Alleghany Insurance Holdings LLC in July
2013:

 Disclose the number of units issued.
 Expand your disclosure to quantify the imp act to each line item on the statements of
financial condition and statements of change in equity resulting from this transaction.
 Provide us with your calculation of the number of shares that these units will be
converted to at the time of IPO.
 Provide us  with your analysis that demonstrates that the conversion feature did not
represent a beneficial conversion feature of the Equity Holder’s membership interests
at inception and that the effective conversion price at December 31, 2013 and March
31, 2014 con tinued to be equal to or in excess of the fair value of common equity at
the issuance date.

Item 16. Exhibits and Financial Statement Schedules, page II -2
(a) Exhibits

8. It appears that you do not intend to file your investment advisory agreement with AR CC.
Considering the significance of this agreement, please present your analysis supporting
your conclusion that you are not required to file the agreement.

You may contact  Sasha Pechenik at (202) 551 -3541 or Hugh West, 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