SecProbe.io

September 9, 2025
Hadley Marshall
Chief Financial Officer
Brookfield Asset Management Ltd.
Brookfield Place 250 Vesey Street, 15th Floor
New York, NY 10281-0221
Re:Brookfield Asset Management Ltd.
Form 10-K for Fiscal Year Ended December 31, 2024
Form 10-Q for Fiscal Quater Ended June 30, 2025
File No. 001-41563
Dear Hadley Marshall:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended June 30, 2025
Preferred Shares Redeemable Non-Controlling Interest, page 15
1.We note your disclosure that special tracking preferred shares of certain subsidiaries
of the Company provide BN with a redemption right to receive a preferred amount
equal to the fair value of carried interest entitlement. Please tell us in detail and revise
future filings to clarify how the carried interest entitlement is determined. For
example, clarify if it is based on the carried interest assuming the contract was
terminated at the reporting date or some other measurement method.
2.We note your disclosure of the various redemption terms of the preferred shares of
your subsidiaries and that many of the shares are remeasured every period to the fair
value of the carried interest entitlement. Please tell us in detail and revise future
filings to clarify when distributions are made.  For example, clarify if distributions are
only to be made upon redemption.
For the first and third series of Tracking Shares, please tell us and revise future filings
to clarify if the rights to the respective economic interests are terminated if the shares 3.

September 9, 2025
Page 2
are redeemed upon the tenth anniversary of issuance. Also clarify why BN would
choose or not choose to redeem the shares at this date and what happens if BN does
not redeem the shares.
4.We note disclosure on page 56 that appears to indicate that the investment in BSREP
III is fully attributable to BN through their preferred shares redeemable noncontrolling
interest. Please tell us and revise future filings to clearly disclose whether the financial
activity related to BSREP III is attributed to BN and if so, disclose all relevant terms.
5.We note your disclosure that:

•the second series of Tracking Shares issued by BMHL, a subsidiary of the
Company, provides BN with an economic interest equal to effectively a 33.3%
share of carried interests on open-ended funds,
•you do not remeasure the non-controlling interest at each reporting period, and
•it appears that the carrying value of this non-controlling interest was $0 at June
30, 2025 as disclosed on page 35.

Please tell us in detail if you recognized any carried interest income on open-ended
funds during 2024 or 2025. If so, please tell us whether you attributed 33.3% of this
income to non-controlling interests as a reduction to net income attributable to
common stockholders. If material amounts of income were recognized but were not
attributed, please revise disclosure in future filings to quantify the amount and ensure
investors understand the timing and related facts and circumstances which would
result in the shares being redeemed and the income being distributed to BN.
6.We note your disclosure that BUSHI's class B senior preferred shares are redeemable
upon the tenth anniversary of issuance and that they are currently redeemable. Please
tell us and revise future filings to clarify when the shares were issued and/or why they
are currently redeemable.
7.We note your disclosure that BUSHI's class B and class A preferred shares are
currently redeemable. Please tell us and revise future filings to clarify the holders
redemption terms and also to clarify why these shares are currently redeemable.
Non-Controlling Interest, page 16
8.We note your disclosure that your subsidiaries have various outstanding classes of
equity interests held by BN, which have rights to priority distributions, and further
note that approximately 9% of net income was attributed to these interests for the six
months ended June 30, 2025. Please tell us in detail and revise future filings to more
clearly describe the priority distribution terms of each class of equity interest that
results in a material amount of net income being attributed to non-controlling
interests.
Revenue Recognition - Incentive fees, page 16
We note your disclosure on pages 50 and 51 that incentive management fees are
presented in “Revenues-Incentive Fees” and in “Other Revenues” in the condensed
consolidated statements of operations. Please revise future filings to discuss which 9.

September 9, 2025
Page 3
incentive fees are presented in each line item.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 43
10.We note from page 8 that, for the six months ended June 30, 2025 you did not
recognize any realized carried interest income, but you recognized realized carried
interest compensation. Please tell us in detail and revise future filings, as needed, to
clarify your accounting policies that results in this apparent timing difference to
ensure an investor can understand the relationship, if any between these line items.
11.We also note from page 8 that for the six months ended June 30, 2025 you recognized
unrealized carried interest losses and also recognized unrealized carried interest
compensation expense. Please tell us in detail and revise future filings as needed to
discuss the reasons you recognized compensation expense even though you also
recognized carried interest losses, to ensure an investor can understand the variability
and relationship, if any, between these line items.
12.We note your disclosure on pages 51 and 52 that (1) BAM recognizes various income
(e.g., carried interest on mature and new funds) and associated expenses (e.g., carried
interest allocation and taxes) on a gross basis and (2) the related net income or loss is
attributable to BN via various equity classes of your subsidiaries.  We also note your
disclosure on page 17 that certain performance-based compensation costs are
recovered from BN and presented in Other Revenues. Considering that it appears
material amounts in multiple income statement line-items are recognized but
ultimately passed on to BN through non-controlling interests, please consider
quantifying in a tabular format, the amounts in each income statement line-items that
are passed on to BN to allow a common stock investor to better understand the
financial results and trends that will ultimately accrue to them.
Fee-Bearing Capital, page 60
13.We note your disclosure related to leverage. If you include debt in your calculation of
fee-bearing capital, please tell us and revise future filings to more clearly disclose the
amount included and clarify if you earn fees on this amount. If you do not earn fees,
please explain why you include it.
General
14.We note your disclosure on page 24 that you owned an approximate 74% economic
interest in Oaktree and on page 15 that you account for your investment using the
equity method. Please tell us in detail how you considered whether you have a
controlling financial interest in Oaktree and whether you should consolidate Oaktree.
Please cite any relevant guidance you considered in your determination.

September 9, 2025
Page 4

            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Kathy Sarpash