SecProbe.io

CORRESP
 1
 filename1.htm

 September 23, 2025

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Michael Volley

 Amit Pande

 Re:
 Brookfield Asset Management Ltd.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Form 10-Q for the Fiscal Quarter Ended June 30, 2025

 File No. 001-41563

 Dear Ladies and Gentlemen:

 On behalf of Brookfield Asset
Management Ltd. (the " Company " or " BAM "), please find responses to the comments received from the
staff of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
by letter dated September 9, 2025, with respect to the Company's Form 10-K (File No. 001-41563) (the " Form 10-K ")
for the Company's fiscal year ended December 31, 2024, filed with the Commission on March 17, 2025, and the Company's
Form 10-Q (File No. 001-41563) for the Company's fiscal quarter ended June 30, 2025 (the " Q2 10-Q "),
filed with the Commission on August 8, 2025. The numbered paragraphs below correspond to the numbered comments in the Staff's
letter and the Staff's comments are presented in bold italics. Unless otherwise indicated, defined terms used herein have the meanings
set forth in the Q2 10-Q.

 Form 10-Q for the 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.

 The entitlement that BN has under the
Tracking Shares is all carried interest generated by the funds that are included within the terms of those Tracking Shares after deducting
any costs associated with that carried interest, as described on page 15 of the Q2 10-Q. These funds are "mature funds"
(a term defined on page 5 of the Q2 10-Q) that had already significantly deployed capital prior to the completion of the 2022 Arrangement,
the reorganization transaction through which the Company was created, and remained within the legal structure of the Company at the time
it was formed. The value of the carried interest is based on the hypothetical liquidation at book value method (the " HLBV ")
being applied to each such mature fund at each reporting date, which calculates the accrued carried interest that would be due to the
Company pursuant to fund agreements as if the fair value of the underlying investments were realized as of such date, irrespective of
whether such amounts have been realized. This measurement approach is consistent with how carried interest is measured and recognized
within the "Investment income" financial statement line item of the Company's Condensed Consolidated Statements of Operations
and within the "Investments" line item of the Company's Condensed Consolidated Balance Sheets. This approach to recognizing
carried interest is described on pages 16, 17, and 19 of the Q2 10-Q.

 - 2 -

 In future filings, beginning with the
Company's Form 10-Q for the fiscal quarter ended September 30, 2025 (the " Q3 10-Q "), the Company will
more clearly disclose, in a manner consistent with the above, how the carried interest entitlement is calculated and that the measurement
of carried interest reflected in the value of the Tracking Shares at each reporting date is aligned with the carried interest recognized
within the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets. We will also include disclosure
to this effect in Note 2 of the Company's financial statements of future filings, as follows:

 "The Company has outstanding various
special tracking preferred shares of certain subsidiaries of the Company ("Tracking Shares") which provide BN with a redemption
right, upon a liquidation or redemption event, to receive a preferred amount equal to the fair value of carried interest entitlement from
certain tracked assets, net of any compensation related costs. The carried interest entitlement, is determined based on the hypothetical
liquidation at book value method of valuation (" HLBV ") being applied to each such mature fund at each reporting date,
which calculates the accrued carried interest that would be due to the Company pursuant to fund agreements as if the fair value of the
underlying investments were realized as of such date, irrespective of whether such amounts have been realized. These returns are realized
through the payment of cumulative dividends, as and when declared by the board of directors of the relevant BAM subsidiaries. The Tracking
Shares are entitled to vote, together with the common shares owned indirectly by the Company, in respect of those subsidiaries and are
presented as preferred share redeemable non-controlling interest within the condensed consolidated balance sheets, outside of permanent
equity."

 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.

 Distributions under the preferred shares
described on pages 15, 35 and 36 of the Q2 10-Q occur as or when carried interest is realized from the respective funds, such that
distributions are made periodically as realizations occur and distributions are not deferred until a redemption event occurs. Such distributions
have historically been presented within the "Net issuance (redemptions)" line item found on page 35 of the Q2 10-Q. In
future filings, beginning with the Company's Q3 10-Q, we will revise the disclosure in Note 12 of the Company's financial
statements to clarify the nature and timing of distributions in a separate line item and further clarify within Note 2 of the Company's
financial statements the accounting policy associated with said preferred shares, as follows:

 "The Company recognizes any change
of the carrying amount of its preferred shares redeemable non-controlling interest in net (income) loss attributable to preferred share
redeemable non-controlling interest in its condensed consolidated statements of operations. Distributions on the preferred shares redeemable
non-controlling interest are made periodically as carried interest is realized. Distributions are not deferred until a redemption event
occurs. These distributions are presented within Net issuance (redemptions) in the Condensed Consolidated Statement of Changes in Equity. "

 - 3 -

 3. 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 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.

 Should the first and third series of
Tracking Shares be redeemed at the tenth anniversary of issuance, BAM would be required to distribute or settle the fair value of those
Tracking Shares owed as of that date, which would primarily reflect the value of the carried interest of the mature funds associated with
those Tracking Shares. Following that redemption, BN would have no further economic entitlement to the carried interest of the funds or
limited partner investment interests included within those respective Tracking Shares. We note that the average life of a given fund is
10-12 years; as such, it is expected that by the 10th anniversary of the issuance date of the first and third series of Tracking Shares,
substantially all carried interest or limited partner investment value would have been realized and distributed to BN, or the remaining
amount would likely be known. Accordingly, it would be reasonable to expect that BN would redeem the Tracking Shares as it would be able
to realize the fair value of the Tracking Shares at that date. Should BN not redeem the first and third series of Tracking Shares at the
redemption date, BN would continue to be entitled to the fair value of the underlying economic entitlement of those Tracking Shares but
this value would be paid out as realizations are earned on the underlying mature funds. While we expect it is likely that BN will redeem
the Tracking Shares by the 10 th anniversary of issuance as virtually all value associated with the Tracking Shares would have
been paid out or attributed to the Tracking Shares, this decision is ultimately outside of BAM's control.

 In future filings, beginning with the
Company's Q3 10-Q, we will revise Note 2 of the Company's financial statements to more clearly outline the impact of a potential
redemption by BN with respect to the first and third series of the Tracking Shares, as follows:

 "While the first series of Tracking
Shares is not currently redeemable, the Company believes that the first series of Tracking Shares will become redeemable as the redemption
requirement is only through the passage of time. As such, the relevant redeemable non-controlling interest recognized outside of permanent
equity requires remeasurement at each reporting period. Once the Tracking Shares are redeemed, the holder retains no further economic
entitlement to the carried interest of the funds or limited partner investment interest included within those respective Tracking Shares. "

 "While the third series of Tracking
Shares is not currently redeemable, the Company believes that the first series of Tracking Shares will become redeemable as the redemption
requirement is only through the passage of time. As such, the relevant redeemable non-controlling interest recognized outside of permanent
equity requires remeasurement at each reporting period. Once the Tracking Shares are redeemed, the holder retains no further economic
entitlement to the carried interest of the funds or limited partner investment interest included within those respective Tracking Shares. "

 - 4 -

 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.

 BSREP III is a mature fund and is captured
within the terms of the first series of Tracking Shares. BN, as the holder of the Tracking Shares, is entitled to all economics associated
with BAM's investment in BSREP III. BAM records economics relating to the limited partner interest in BSREP III within the "Other
(expenses) income, net" financial statement line item of the Condensed Consolidated Statements of Operations and such economic activity
is attributed to Tracking Shares within the "Preferred shares redeemable non-controlling interest" financial statement line
item on the Condensed Consolidated Statements of Operations. This attribution is in addition to any carried interests associated with
mature funds as described in the response to Comment #1, above. Accordingly, when BAM receives distributions from BSREP III, these amounts
are also distributed to BN.

 In future filings, beginning with the
Company's Q3 10-Q, we will disclose in Note 2 of the Company's financial statements that the BSREP III investment is included
within the terms of the first series of Tracking Shares and outline the following material terms associated with that investment, as follows:

 "The first series of Tracking
Shares issued by Brookfield US Holdings Inc. ("BUSHI"), a subsidiary of the Company, provides BN with an economic interest
equal to effectively 100% of the carried interest earned in mature funds. The first series of Tracking Shares also includes all economic
interest associated with the Company's investment in BSREP III. Any economics relating to the limited partnership interest in BSREP
III is attributed to the preferred shares within the "Preferred shares redeemable non-controlling interest" financial statement
line item on the Condensed Consolidated Statements of Operations. Carried interest entitlement on BSREP III follows the same approach
as disclosed under the first series of Tracking Shares. The first series of Tracking Shares has a redemption clause whereby BUSHI,
whose board is controlled by BN, may elect to redeem the Tracking Shares upon the tenth anniversary of issuance."

 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.

 The Company advises the Staff that the
second series of Tracking Shares issued by BMHL does not entitle BN to a 33.3% share of carried interests associated with all open-ended
funds of BAM; rather, the second series of Tracking Shares provide BN with an economic interest equal to a 33.3% share of the carried
interest associated with open-ended funds that were in existence at the time of the 2022 Arrangement and creation of the Company.

 - 5 -

 The total amount of carried interest
income recognized by BAM associated with the funds subject to the second series of Tracking Shares that has not been attributed to BN
is expected to be approximately $40 million as of the fiscal quarter ended June 30, 2025 which represents the total economic entitlement
from all prior periods not previously distributed under this series of Tracking Shares. No amount has been historically attributed to
the second series of Tracking Shares as this class of tracking share was not subject to remeasurement at each reporting period, as outlined
on page 15 of the Q2 10-Q.

 The Company advises the Staff that,
during the fiscal quarter ended September 30, 2025, the terms of the second series of Tracking Shares were amended such that a future
redemption at BN's option is now permitted after 10 years consistent with the first and third series of Tracking Shares, and accordingly,
it is expected that a remeasurement of the second series of Tracking Shares will occur at each reporting date beginning in the fiscal
quarter ended September 30, 2025. As a result, we will attribute and disclose any and all amounts owed to the holder of the second
series of Tracking Shares and will disclose this revision to the share terms in the Q3 10-Q.

 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 a