SecProbe.io

April 1 8, 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. 3  to
Registration Statement on Form S -1
Filed  April 16 , 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.

Prospectus Summary, page 1

1. We note your response and revised disclosures as it relates our prior comment 6 .  Please
revise your disclosure on page 1 to be consistent with your response.

Michael D. Weiner
Ares Management GP LLC
April 18 , 2014
Page 2

 Notes to Unaudited Condensed Combined and Consolidated Pro Forma Statement of
Financial Condition, page 105

Note 1.  Reorganization and Other Adjustments, page 105

Note (a), page 105

2. Please revise your disclosure to clarify, if accurate, that amount of Ares Operating Group
Units that Alleghany and ADIA affiliates will receive as part of the Reorganization and
the resulting percent of the ownership  interest they will hold is based on the total number
of Ares Operating Group Units outstanding  immediately  following the Reorganization
and prior to the Offering.  In addition, clarify how the number of Ares Operating Group
Units  following the Reorganizat ion will be  determined.

Note 3 .  Adjustments for Non -Controlling Interests, page 106

Note (g), page 106

3. Please revise your disclosure to clarify which interests will be included in “Non -
controlling interests in Ares Operating Group” in addition to non -controlling interests of
Ares Owners Holding LP and certain limited partners following the Offering.  In
addition, address this comment as it applies to the adjustment to net income attributable
to non -controlling interests disclosed in Note (l) on page 1 09.

Notes to Unaudited Condensed Combined and Consolidated Pro Forma Statements of
Operations, page 107

Note 2. Offering Adjustments, page 108

Note (j), page 108

4. We note from footnote 1 to your table that you plan to apply a discount for lack of
marketability to  the common units of Ares Management, L.P. market price at the time of
offering to determine the fair value of restricted units at the grant date.  Please revise your
disclosure to provide more detail into how the discount  was determined .

Note 4.  Calculation of Net Income Per Common Unit, page 109

5. We understand that the information provided for adjustment (m) will be completed upon
pricing of the IPO.  Please note, t he denominator in computing pro forma net income per
common unit should in clude only those common shares whose proceeds are being
reflected in pro forma adjustments in the income statements, such as proceeds used for
debt repayment .  For those c ommon units whose proceeds will be used for general

Michael D. Weiner
Ares Management GP LLC
April 18 , 2014
Page 3

 corporate purposes, for example, should not be used in computing net income per
common unit.

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/ Hugh West for

Suzanne Hayes
Assistant Director