SecProbe.io

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VIA EDGAR AND E-MAIL

February 17, 2026

Division of Corporation Finance

Office of International Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Brookfield Asset Management Ltd.

BAM Finance (Canada) Inc.

BAM Finance LLC

Registration Statements
on Form F-10 and Form F-3

File
Nos. 333-293350; 333-293350-01 and 333-293357

To Whom It May Concern:

On behalf of Brookfield Asset
Management Ltd., BAM Finance (Canada) Inc. and BAM Finance LLC (collectively, the “Registrants”), enclosed is the notification
of clearance issued by the Ontario Securities Commission with respect to the base shelf prospectus contained in the Registrants’
Registration Statements on Form F-10 and Form F-3 (File Nos. 333-293350, 333-293350-01 and 333-293357) (the “Registration Statements”).
We hereby request that the Staff of the U.S. Securities and Exchange Commission (the “Staff”) declare the Registration
Statements effective as of 4:30 p.m., New York time, on Thursday, February 19, 2026, or as soon as possible thereafter.

If the Staff has any questions,
please contact Daniel H.S. Masliyah of Torys LLP at (212) 880-6032. In addition, it would be appreciated if, as soon as the Registration
Statements are declared effective, you would so inform Mr. Masliyah and then send written confirmation to the addressees listed on the
cover of the Registration Statements.

Sincerely,

BROOKFIELD ASSET MANAGEMENT LTD.

By:
/s/ Connor Teskey

Name: Connor Teskey

Title: Chief Executive Officer

BAM FINANCE (CANADA) INC.

By:
/s/ Kathy Sarpash

Name: Kathy Sarpash

Title: Vice President and Secretary

BAM FINANCE LLC

By:
/s/ Kathy Sarpash

Name: Kathy Sarpash

Title: Secretary

    Ontario

    Securities

    Commission

    Commission des

    valeurs mobilières

    de l’Ontario

    22nd Floor

    20 Queen Street West

    Toronto ON M5H 3S8

    22e étage

    20, rue queen ouest

    Toronto ON M5H 3S8

NOTIFICATION OF CLEARANCE

 RE: Brookfield Asset Management Ltd. – SEDAR+ Filing #06395586

BAM
Finance (Canada) Inc. – SEDAR+ Filing #06395608

BAM Finance LLC – SEDAR+ Filing #06395610

In accordance with Companion Policy 44-102CP to
National Instrument 44-102 Shelf Distributions (NI 44-102), a Notification of Clearance is hereby issued in respect of the
short form base shelf prospectus of Brookfield Asset Management Ltd. and its subsidiaries listed thereon filed under Part 9B of NI 44-102
and dated February 10, 2026, related to the offering of: Debt Securities, Class A Preference Shares, Class A Limited Voting Shares, Subscription
Receipts and Warrants of Brookfield Asset Management Ltd.; Debt Securities of BAM Finance (Canada) Inc.; and Debt Securities of BAM Finance
LLC and the Guarantees thereon that have been registered under the United States Securities Act of 1933, as amended.

DATED at Toronto this 13th day of February, 2026.

“David Surat”

David Surat

Associate Vice President, Corporate Finance Division

Ontario Securities Commission

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 VIA EDGAR AND E-MAIL
 August 5, 2025 Division of Corporation Finance
 Office of Finance Securities and Exchange Commission
 100 F Street, N.E. Washington, DC 20549

 Re:
 Brookfield Asset Management Ltd.
 BAM Finance (Canada) Inc.
 BAM Finance LLC
 Registration Statements on Form F-10 and Form F-3
 File Nos. 333-287429,
 333-287429-01 and 333- 333-287449
 To Whom It May Concern: On behalf of Brookfield
Asset Management Ltd., BAM Finance (Canada) Inc. and BAM Finance LLC (collectively, the “ Registrants ”), enclosed is the final receipt issued by the Ontario Securities Commission with respect to the base shelf prospectus contained in
the Registrants’ Registration Statements on Form F-10 (File Nos. 333-287429 and 333-287429-01) and Form F-3 (File
No. 333-287449). We hereby request that the U.S. Securities and Exchange Commission (the “ Staff ”) declare the Registration Statements effective as of 4:30 p.m., New York time, on Thursday, August 7, 2025, or as soon as possible
thereafter. If the Staff has any questions, please contact Daniel Masliyah of Torys LLP at (212)
 880-6032 or dmasliyah@torys.com .

 Sincerely,

 BROOKFIELD ASSET MANAGEMENT LTD.

 By:

 /s/ Bruce Flatt

 Name: Bruce Flatt

 Title: Chief Executive Officer

 BAM FINANCE (CANADA) INC.

 By:

 /s/ Kathy Sarpash

 Name: Kathy Sarpash

 Title: Vice President and Secretary

 BAM FINANCE LLC

 By:

 /s/ Kathy Sarpash

 Name: Kathy Sarpash

 Title: Secretary

 Ontario
 Securities Commission

 Commission des
 valeurs mobilières de l’Ontario

 22nd Floor
 20 Queen Street West Toronto ON M5H 3S8

 22e étage
 20, rue queen ouest Toronto ON M5H 3S8

 RECEIPT
 Brookfield Asset Management Ltd.
 BAM Finance LLC BAM
Finance (Canada) Inc. This is the receipt of the Ontario Securities Commission for the Short Form Base Shelf Prospectus of the above
Issuer dated August 5, 2025 (the prospectus). The prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Quebec, Saskatchewan. A receipt for the prospectus is deemed
to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied. August 5, 2025

 /s/ Winnie Sanjoto

 Winnie Sanjoto

 Senior Vice President, Corporate Finance Division

 Filing No.

 06287751, 06287800, 06287779

 Ontario
 Securities Commission

 Commission des
 valeurs mobilières de l’Ontario

 22nd Floor
 20 Queen Street West Toronto ON M5H 3S8

 22e étage
 20, rue queen ouest Toronto ON M5H 3S8

 RECEIPT
 BAM Finance (Canada) Inc.
 Brookfield Asset Management
 BAM Finance LLC This is the receipt of
the Ontario Securities Commission for the Short Form Base Shelf Prospectus of the above Issuer dated August 5, 2025 (the prospectus).
 The prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, Manitoba, New Brunswick,
Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Quebec, Saskatchewan . A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.
 August 5, 2025

 /s/ Winnie Sanjoto

 Winnie Sanjoto

 Senior Vice President, Corporate Finance Division

 Filing No.

 06287779, 06287751, 06287800

 Ontario
 Securities Commission

 Commission des
 valeurs mobilières de l’Ontario

 22nd Floor
 20 Queen Street West Toronto ON M5H 3S8

 22e étage
 20, rue queen ouest Toronto ON M5H 3S8

 RECEIPT
 BAM Finance LLC BAM
Finance (Canada) Inc. Brookfield Asset Management
 This is the receipt of the Ontario Securities Commission for the Short Form Base Shelf Prospectus of the above Issuer dated August 5,
2025 (the prospectus). The prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British Columbia,
Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Quebec, Saskatchewan . A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument
have been satisfied. August 5, 2025

 /s/ Winnie Sanjoto

 Winnie Sanjoto

 Senior Vice President, Corporate Finance Division

 Filing No.

 06287800, 06287779, 06287751

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CORRESP

 VIA EDGAR

November 17, 2022

 Division of Corporation Finance

Office of International Corporate Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Brookfield Asset Management Ltd.

 Registration Statement on Form F-1

 File No. 333-267935

To whom it may concern:

 Pursuant to Rule 461
of the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Asset Management Ltd. hereby respectfully requests
that the effectiveness of the above referenced registration statement on Form F-1, File No. 333-267935, as amended, be accelerated by the Commission so that it may
become effective at 4 P.M. Eastern Time on November 21, 2022 or as soon thereafter as practicable.

 If the staff of the Commission
has any questions, please contact Mile Kurta, Esq. of Torys LLP at (212) 880-6363 or mkurta@torys.com. In addition, it would be appreciated if, as soon as the registration statement is declared effective, you
would so inform Mr. Kurta and then send written confirmation to the addressees listed on the cover of the registration statement.

[Signature Page Follows]

 Sincerely,

BROOKFIELD ASSET MANAGEMENT LTD.

By:

 /s/ Bahir Manios

Name: Bahir Manios

Title: Chief Financial Officer

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CORRESP

 1114 Avenue of the Americas

 23rd Floor

New York, New York

 10036.7703 USA

Tel   212.880.6000

 Fax
  212.682.0200

 November 9, 2022

VIA EDGAR

 Division of Corporation Finance

Office of Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:   Michelle Miller

Bonnie Baynes

 Tonya K. Aldave

 John Dana Brown

Re:
 Brookfield Asset Management Ltd.

Registration Statement on Form F-1

Filed October 19, 2022

File No. 333-267935

Dear Ladies and Gentlemen:

 We are submitting
this letter on behalf of Brookfield Asset Management Ltd. (the “Registrant” or “Manager”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in the Staff’s letter dated November 8, 2022 (the “Letter”), regarding the Registrant’s Registration Statement on Form F-1 (File No. 333-267935) (the “Registration Statement”) filed by the Registrant on October 19, 2022. Amendment No. 1 to the Registration Statement (“Amendment
No. 1”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Letter and the Staff’s comments are presented in bold italics. In addition to addressing the
comments raised by the Staff in the Letter, the Registrant has revised the Registration Statement to update certain other disclosures. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 1.

Registration Statement on Form F-1

Capitalization, page 71

1.
 Please disclose how the Brookfield Reinsurance subscription for approximately 2.7 million
Class A Shares of the Manager for $150 million in cash, which you described as a step in effecting the Arrangement and Special Distribution, is reflected in the Pro Forma Capitalization table.

The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 70 of Amendment No. 1 to clarify that such
cash will be used to purchase Class A Shares from shareholders of the Corporation received by them pursuant to the Arrangement for purposes of the Manager Escrowed Stock Plan. Therefore, such proceeds will have no impact on cash and cash
equivalents on a pro forma basis.

 Corporate Structure, page 73

2.
 We note your response to prior comment 3, the revised diagram of the simplified corporate structure of
the Manager immediately following completion of the Arrangement and Special Distribution, as well as your disclosure of the timing of the transaction on page 64. Please address the following:

•

 In footnote 1, clarify that to effect the Special Distribution to shareholders of Brookfield Reinsurance if
the Corporation’s shareholders approve the Arrangement, the Corporation will subscribe for shares of Brookfield Reinsurance and that thereafter Brookfield Reinsurance will subscribe for Class A Shares of the Manager.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 November 9, 2022

Page 2

•

 Disclose that Class A shares of the Manager to be acquired by Brookfield
Reinsurance to effect the Special Distribution will be aside from the Corporations acquisition of Manager Class A and Class B shares in exchange for 25% interest in Brookfield Asset
Management ULC.

•

 Reflect that Brookfield Reinsurance will obtain the Class A Shares of the
Manager to affect the Special Distribution as dotted lines via the Corporation’s subscription for shares of Brookfield Reinsurance and then the subscription of Brookfield Reinsurance for Class A Shares of the
Manager to clearly distinguish the steps of the Arrangement and Special Distribution.

 The Registrant
acknowledges the Staff’s comments and has revised the disclosure beginning pages 20 and 74 of Amendment No.1 to address the foregoing.

 Pro
Forma Financial Information, page 78

3.
 We note your response to prior comment 4 and your disclosure on page 78 that the Pro Forma Financial
Statements reflect three transaction steps of the Arrangement and the Special Distribution. Please address the following:

•

 Tell us and clarify how the Brookfield Reinsurance subscription for approximately
2.7 million Class A Shares of the Manager for $150 million in cash is reflected in the Unaudited Pro Forma Financial Statements, including your basis
for the inclusion of the 2.7 million Class A Shares of the Manager in the approximately 386 million of Class A Shares
in the Manager Pro Forma amounts prior to the receipt of cash for the settlement of the subscription.

 The
Registrant acknowledges the Staff’s comments and advises the Staff that, as disclosed in footnote 3(c) to the pro forma financial statements, the $150 million of cash proceeds received by the Manager from Brookfield Reinsurance will be
used (along with other funds) by the ESP Companies to purchase Class A Shares from shareholders of the Corporation received by them pursuant to the Arrangement for purposes of the Manager Escrowed Stock Plan. As a result, the inflow of
$150 million of cash is offset with the outflow of these funds resulting in a net impact on cash of $nil.

 The Registrant further
advises the Staff that, in order to effect the Special Distribution, Brookfield Reinsurance must subscribe for approximately 2.7 million Class A Shares of Manager. This subscription will represent a firm commitment over Manager’s
equity and has a material impact on Manager’s equity and earnings per share. This transaction is directly related to the Special Distribution and is tied directly to the capitalization of the Manager. As a result, the receipt of
$150 million in cash for the issuance of approximately 2.7 million Class A Shares of the Manager has been reflected as a transaction accounting adjustment within the pro forma financial statements.

In light of the Staff’s comment, the Registrant has revised its disclosure in footnotes 3(a) and 3(c) to the pro forma financial
statements to clarify the impact that the subscription of Manager shares and the establishment of ESP Companies has on pro forma cash balances.

•

 Disclose in Note 3.a., if true, that Class A Shares of the Manager have no
par value and as such the full proceeds from the issuance of shares should be recognized in the respective equity share accounts.

The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 93.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 November 9, 2022

Page 3

 Exhibits

4.
 We note your disclosure on pages 10 and 63 that if the Capital Reduction Resolution is approved,
Brookfield Reinsurance shareholders are expected to receive a tax free distribution. Please tell us why you do not believe a tax opinion is required pursuant to Item 601(b)(8) of Regulation S-K, as this
appears to be a material tax consequence about which you are making a representation in the filing.

 The
Registrant acknowledges the Staff’s comment and advises the Staff that the language appearing on pages 10 and 63 of the Registration Statement relates to the Canadian tax consequences of the Special Distribution to shareholders of Brookfield
Reinsurance. Per Staff Legal Bulletin No. 19, a tax opinion is only required to be filed with respect to material U.S. federal tax consequences and, in the case of foreign private issuers (such as the Registrant) the prospectus need only
contain a discussion of the non-U.S. tax consequences. Therefore, no tax opinion is required to be filed pursuant to Item 601(b)(8) of Regulation S-K.

The Registrant has revised the disclosure on pages 10 and 63 of Amendment No. 1 to clarify that such disclosure relates to Canadian
federal income tax consequences.

 *************************

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 880-6363.

 Sincerely,

 TORYS LLP

 /s/ Mile T. Kurta

 Mile T. Kurta

 cc:

 Bahir Manios

Brookfield Asset Management Ltd.

 Karrin Powys-Lybbe

Torys LLP

United States securities and exchange commission logo
November 8, 2022
Bruce Flatt
Chief Executive Officer
Brookfield Asset Management Ltd.
EP 100, Brookfield Place, 181 Bay Street
Toronto, Ontario, Canada M5J 2T3
Re:Brookfield Asset Management Ltd.
Registration Statement on Form F-1
Filed October 19, 2022
File No. 333-267935
Dear Bruce Flatt:
            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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Capitalization, page 71
1.Please disclose how the Brookfield Reinsurance subscription for approximately
2.7 million Class A Shares of the Manager for $150 million in cash, which you described
as a step in effecting the Arrangement and Special Distribution, is reflected in the Pro
Forma Capitalization table.
Corporate Structure, page 73
2.We note your response to prior comment 3, the revised diagram of the simplified
corporate structure of the Manager immediately following completion of the Arrangement
and Special Distribution, as well as your disclosure of the timing of the transaction on
page 64.  Please address the following:

 FirstName LastNameBruce Flatt
 Comapany NameBrookfield Asset Management Ltd.
 November 8, 2022 Page 2
 FirstName LastNameBruce Flatt
Brookfield Asset Management Ltd.
November 8, 2022
Page 2
•In footnote 1, clarify that to effect the Special Distribution to shareholders of
Brookfield Reinsurance if the Corporation’s shareholders approve the Arrangement,
the Corporation will subscribe for shares of Brookfield Reinsurance and that
thereafter Brookfield Reinsurance will subscribe for Class A Shares of the Manager.
•Disclose that Class A shares of the Manager to be acquired by Brookfield
Reinsurance to effect the Special Distribution will be aside from the Corporations
acquisition of Manager Class A and Class B shares in exchange for 25% interest in
Brookfield Asset Management ULC.
•Reflect that Brookfield Reinsurance will obtain the Class A Shares of the Manager to
affect the Special Distribution as dotted lines via the Corporation's subscription for
shares of Brookfield Reinsurance and then the subscription of Brookfield
Reinsurance for Class A Shares of the Manager to clearly distinguish the steps of the
Arrangement and Special Distribution.
Pro Forma Financial Information, page 78
3.We note your response to prior comment 4 and your disclosure on page 78 that the Pro
Forma Financial Statements reflect three transaction steps of the Arrangement and the
Special Distribution.  Please address the following:
•Tell us and clarify how the Brookfield Reinsurance subscription for approximately
2.7 million Class A Shares of the Manager for $150 million in cash is reflected in the
Unaudited Pro Forma Financial Statements, including your basis for the inclusion of
the 2.7 million Class A Shares of the Manager in the approximately 386 million of
Class A Shares in the Manager Pro Forma amounts prior to the receipt of cash for the
settlement of the subscription.
•Disclose in Note 3.a., if true, that Class A Shares of the Manager have no par value
and as such the full proceeds from the issuance of shares should be recognized in the
respective equity share accounts.
Exhibits
4.We note your disclosure on pages 10 and 63 that if the Capital Reduction Resolution is
approved, Brookfield Reinsurance shareholders are expected to receive a tax free
distribution.  Please tell us why you do not believe a tax opinion is required pursuant to
Item 601(b)(8) of Regulation S-K, as this appears to be a material tax consequence about
which you are making a representation in the filing.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameBruce Flatt
 Comapany NameBrookfield Asset Management Ltd.
 November 8, 2022 Page 3
 FirstName LastName
Bruce Flatt
Brookfield Asset Management Ltd.
November 8, 2022
Page 3
            You may contact Michelle Miller at (202) 551-3368 or Bonnie Baynes (202) 551-4924 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tonya K. Aldave at (202) 551-3601 or John Dana Brown at (202) 551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Mile Kurta, Esq.

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CORRESP

 October 18, 2022

VIA EDGAR

 Division of
Corporation Finance

 Office of Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Michelle Miller

Bonnie Baynes

 Tonya K. Aldave

John Dana Brown

Re:

 Brookfield Asset Management Ltd.

Amendment No. 1 to Draft Registration Statement on Form F-1

Submitted September 21, 2022

CIK No. 0001937926

 Dear Ladies and Gentlemen:

We are submitting this letter on behalf of Brookfield Asset Management Ltd. (the “Registrant” or
“Manager”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated October 5, 2022 (the
“Letter”), regarding the Registrant’s Amended Draft Registration Statement on Form F-1 (CIK No. 0001937926) confidentially submitted by the Registrant to the Commission on
September 21, 2022. Concurrently herewith, we are electronically transmitting for filing the Registrant’s Registration Statement on Form F-1 (the “Registration Statement”). The
numbered paragraphs below correspond to the numbered comments in the Letter and the Staff’s comments are presented in bold italics. In addition to addressing the comments raised by the Staff in the Letter, the Registrant has revised the
Registration Statement to update certain other disclosures. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.

Amendment 1 to Draft Registration Statement on Form F-1

General

 1.

 We note recent news publications describing your $30 billion funding partnership with Intel to
fund the cost of building new chip-making facilities in Chandler, Arizona. If this agreement is material to your business, please describe it in the prospectus and file it as an exhibit or tell us why you are not required to do so.

 The Registrant acknowledges the Staff’s comment and advises the Staff that with respect to
the agreements relating to the Intel funding partnership, neither the Registrant nor any of its subsidiaries are or will be party to any such agreements or will succeed to a party to such agreements, by assumption, assignment or
otherwise. Further, while a subsidiary of Brookfield Asset Management ULC is the general partner of a fund that is party to such agreements, neither the Registrant or a subsidiary of the Registrant has any rights or obligations with respect to
such agreements. As a result of the foregoing, the Registrant respectfully advises the Staff that such agreements are not required to be filed as an exhibit to the Registration Statement nor are they required to be described in the Registration
Statement.

 Notice to the Investors, page 2

 2.

 Revise to clarify that the financial information included in the prospectus has been derived, if true,
from the “audited” balance sheet of Brookfield Asset Management Ltd. as of July 4, 2022 together with accompanying notes thereto, and also from the “audited” combined consolidated
carve-out financial statements of Brookfield Asset Management ULC, as at December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021, December 31, 2020 and
December 31, 2019, with the accompanying notes thereto.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

October 18, 2022

  Page
 2

 In response to the Staff’s comment, the Registrant has revised the
Registration Statement to clarify that the financial information included has been derived from the “audited” financial statements of Brookfield Asset Management Ltd. as of September 30, 2022 and for the period from July 4, 2022
to September 30, 2022, together with accompanying notes thereto, and also from the “audited” combined consolidated carve-out financial statements of Brookfield Asset Management ULC, as at
December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, together with the accompanying notes thereto.

Corporate Structure, page 71

 3.

 We note your response to prior comment 8. Please revise your diagram and related footnote disclosures
on page 73 of the simplified corporate structure of the Manager immediately following completion of the Arrangement and the Special Distribution to disclose the following:

 •

 Revise to disclose the details of the Manager’s 0.7% issued and outstanding Class A shares
received by Brookfield Reinsurance shareholders, including all entities involved.

 •

 Revise to disclose if the Corporation is the current or former parent to any entities, and provide a
brief narrative for any change thereto.

 The Registrant has revised the disclosure in the
Registration Statement under “Corporate Structure” to address the Staff’s comments.

 Pro Forma Financial
Information, page 75

 4.

 We note your responses to prior comments 8, 9 and 10 and your disclosures on the Preliminary
Prospectus cover page that the prospectus has been prepared by Brookfield Asset Management Ltd. (the “Manager”) and is being furnished to the shareholders of Brookfield Asset Management Reinsurance Partners Ltd. (“Brookfield
Reinsurance”), in connection with the planned special dividend or distribution (the “Special Distribution”) by Brookfield Reinsurance of Class A limited voting shares of the Manager (“Class A Shares”) to the
holders of its Class A exchangeable limited voting shares (“Brookfield Reinsurance Class A Shares”) and Class B limited voting shares (“Brookfield Reinsurance Class B Shares”).

And, that immediately before Brookfield Reinsurance effects the Special Distribution, Brookfield Asset Management Inc.
(the “Corporation”) intends to implement a court approved plan of arrangement (the “Arrangement”) where upon completion of the Arrangement (i) the shareholders of the Corporation will become shareholders of the Manager,
which will acquire a 25% interest in the Corporations asset management business, while retaining their shares of the Corporation. Please address the following:

 •

 Provide us with your accounting analysis of the Arrangement and the Special Distribution to Brookfield
Reinsurance under U.S. GAAP, including by whom the Special Distribution will be affected. Refer to ASC 845-10-30; paragraphs
12-13.

 The Registrant acknowledges the Staff’s
comment and advises the Staff that the accounting considerations with respect to the Arrangement and the Special Distribution as described in the Registration Statement include the following:

 •

 The Arrangement involves the establishment of Brookfield Asset Management ULC with the Corporation
contributing certain asset management businesses of the Corporation into Brookfield Asset Management ULC. The financial statements of Brookfield Asset Management ULC have been prepared on a historical cost basis in accordance with ASC 805-50-30-5 on the basis that Brookfield Asset Management ULC, prior to the Arrangement, is a wholly owned subsidiary of its parent,
the Corporation, and therefore Brookfield Asset Management ULC has recognized the transferred net assets of the asset management businesses at their respective carrying values previously recorded by the Corporation (the transferring entity).

 U.S. Securities and Exchange Commission

Division of Corporation Finance

October 18, 2022

  Page
 3

 •

 Further, as part of the Arrangement, the Corporation will undertake a
spin-off transaction for Canadian federal income tax purposes and also for US federal income tax purposes such that the Corporation will contribute a 25% interest of Brookfield Asset Management ULC to the
Manager, and in exchange, the Manager will effectively issue securities of the Manager to the Corporation’s existing shareholders on a pro-rata basis. All existing Corporation shareholders participate
equally in the exchange at a four-to-one ratio; as a result, the Manager’s pro forma financial statements account for this step of the transaction as a pro-rata distribution to the Corporation’s existing shareholders as contemplated by ASC
845-10-30-10. Thus, the Manager has recognized its 25% interest in Brookfield Asset Management ULC at historical carrying values
within the pro forma financial statements. Further, the Manager will equity account for its 25% interest in Brookfield Asset Management ULC as it is expected that Manager will exercise significant influence over Brookfield Asset Management ULC based
on its 25% ownership interest and 50% representation on the board of directors of Brookfield Asset Management ULC.

 •

 In connection with the Special Distribution, Brookfield Reinsurance will subscribe for approximately
2.7 million Class A shares of the Manager for approximately $150 million of cash. Prior to the Arrangement taking effect and the subscription for Class A Shares, Brookfield Reinsurance will not be a shareholder of the
Corporation, the Manager or Brookfield Asset Management ULC and therefore the subscription of Class A Shares of the Manager by Brookfield Reinsurance is a monetary transaction outside the scope of ASC 845-10-30. Subsequently, Brookfield Reinsurance will make a special dividend or distribution (i.e., the Special Distribution) of the Class A Shares of the Manager it receives in such subscription to
holders of Brookfield Reinsurance Class A shares and Brookfield Reinsurance Class B Shares. Prior to effecting the Special Distribution, the board of directors of Brookfield Reinsurance must approve the Special Distribution as it is
Brookfield Reinsurance that will be making the Special Distribution to Brookfield Reinsurance shareholders. Further, the shareholders of Brookfield Reinsurance will vote on whether the Special Distribution will be treated as a return of capital or
as a dividend for Canadian tax purposes (as described in the Canadian tax disclosure included in the Registration Statement); however, the outcome of such vote will only affect the tax treatment of the Special Distribution for Canadian tax purposes
to shareholders of Brookfield Reinsurance and it will not affect (i) whether the Special Distribution will be completed or (ii) the pro forma financial position of the Manager. Therefore, the pro forma financial statements, which are the
pro forma financial statements of the Manager, do not reflect, and are not impacted by, the treatment of the Special Distribution as a return of capital or as a dividend for Canadian tax purposes.

In light of the Staff’s comment, the Registrant has enhanced its disclosure under “Pro Forma Financial
Information” regarding the accounting for the Arrangement and Special Distribution.

 •

 Tell us and enhance your disclosures to clarify how the Special Distribution to the shareholders of
Brookfield Reinsurance of the Manager Class A Shares is reflected in the Pro Forma statements, including if there could be an accounting impact to the Manager depending on how the shareholders of Brookfield Reinsurance elect the payment of
Special Distribution as either a dividend or capital reduction.

 The Registrant respectfully
advises the Staff that the impact to the pro forma financial statements of the Manager as it relates to the Special Distribution pertains to the subscription by Brookfield Reinsurance of approximately 2.7 million Class A shares of the
Manager which has been recorded as a share subscription for approximately $150 million of cash in the pro forma financial statements. The Registrant advises the Staff that the payment of the Special Distribution to shareholders of Brookfield
Reinsurance as either a dividend or a return of capital has no impact on the Manager’s pro forma financial statements included in the Registration Statement.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

October 18, 2022

  Page
 4

 The Registrant has revised its disclosure to confirm that the Special
Distribution has no impact on the pro forma financial statements on page 79 of the Registration Statement.

 •

 Disaggregate Common Equity – Manager in the Pro Forma balance sheet to present the underlying
individual equity accounts, such as Common Stock Class A, Class B, Additional Paid in Capital and Retained Earnings to reflect the impact of the accounting for the Arrangement and Special Distribution to the Manager.

 The Registrant acknowledges the Staff’s comment and has revised the pro forma financial
statements to disaggregate common equity accounts between common stock, additional paid in capital and retained earnings.

 •

 Revise your Pro Forma Financial Statement headings to parenthetically refer to “Brookfield Asset
Management Ltd. (the Manager),” and also add Manager to the resulting adjusted Pro Forma column heading.

The Registrant acknowledges the Staff’s comment and has revised the pro forma financial statement headings to refer to
“Brookfield Asset Manager Ltd. (the Manager)”.

 •

 Revise to present the Manager financial statements as of July 4, 2022. Refer to Rule 3-05(b)(2).

 The Registrant acknowledges the Staff’s
comment and confirms that it has updated the pro forma financial statements to reflect the most current financial statements of the Manager and Brookfield Asset Management ULC.

 •

 Tell us your basis for including all of the accounts of Brookfield Asset Management ULC (pro forma)(1)
in the Pro Forma financial statements and classifying the related adjustments to eliminate the 75% of the Asset Management Company to be retained by Brookfield Asset Management ULC as Transaction Accounting Adjustments when you define the
Arrangement as the contribution by Brookfield Asset Management Inc. of 25% interest in its asset management business in exchange for shares of the Manager to the shareholders of the Corporation.

The Registrant advises the Staff that it has updated the presentation of the pro forma financial statements to reflect
Manager’s 25% interest in Brookfield Asset Management ULC as a single line entry within transaction accounting adjustments.

*************************

 U.S. Securities and Exchange Commission

Division of Corporation Finance

October 18, 2022

 Page 5

 Should the Staff have additional questions or comments regarding the
foregoing, please do not hesitate to contact the undersigned at (212) 880-6363.

 Sincerely,

 TORYS LLP

 /s/ Mile T. Kurta

 Mile T. Kurta

 cc:

Bahir Manios

 Brookfield Asset
Management Ltd.

 Karrin Powys-Lybbe

Torys LLP

United States securities and exchange commission logo
October 5, 2022
Bruce Flatt
Chief Executive Officer
Brookfield Asset Management Ltd.
EP 100, Brookfield Place, 181 Bay Street
Toronto, Ontario, Canada M5J 2T3
Re:Brookfield Asset Management Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 21, 2022
CIK No. 0001937926
Dear Bruce Flatt:
            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 response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment 1 to Draft Registration Statement on Form F-1
General
1.We note recent news publications describing your $30 billion funding partnership with
Intel to fund the cost of building new chip-making facilities in Chandler, Arizona.  If this
agreement is material to your business, please describe it in the prospecuts and file it as an
exhibit or tell us why you are not required to do so.
Notice to the Investors, page 2
2.Revise to clarify that the financial information included in the prospectus has been
derived, if true, from the "audited" balance sheet of Brookfield Asset Management Ltd.
as of July 4, 2022 together with accompanying notes thereto, and also from the "audited"

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combined consolidated carve-out financial statements of Brookfield Asset Management
ULC, as at December 31, 2021 and December 31, 2020 and for the years ended December
31, 2021, December 31, 2020 and December 31, 2019, with the accompanying notes
thereto.
Corporate Structure, page 71
3.We note your response to prior comment 8. Please revise your diagram and related
footnote disclosures on page 73 of the simplified corporate structure of the Manager
immediately following completion of the Arrangement and the Special Distribution to
disclose the following:
•Revise to disclose the details of the Manager's 0.7% issued and outstanding Class A
shares received by Brookfield Reinsurance shareholders, including all entities
involved.
•Revise to disclose if the Corporation is the current or former parent to any entities,
and provide a brief narrative for any change thereto.
Pro Forma Financial Information, page 75
4.We note your responses to prior comments 8, 9 and 10 and your disclosures on the
Preliminary Prospectus cover page that the prospectus has been prepared by Brookfield
Asset Management Ltd. (the “Manager”) and is being furnished to the shareholders of
Brookfield Asset Management Reinsurance Partners Ltd. (“Brookfield Reinsurance”), in
connection with the planned special dividend or distribution (the “Special Distribution”)
by Brookfield Reinsurance of Class A limited voting shares of the Manager (“Class A
Shares”) to the holders of its Class A exchangeable limited voting shares (“Brookfield
Reinsurance Class A Shares”) and Class B limited voting shares (“Brookfield Reinsurance
Class B Shares”).

And, that immediately before Brookfield Reinsurance effects the Special Distribution,
Brookfield Asset Management Inc. (the “Corporation”) intends to implement a court
approved plan of arrangement (the “Arrangement”) where upon completion of the
Arrangement (i) the shareholders of the Corporation will become shareholders of the
Manager, which will acquire a 25% interest in the Corporations asset management
business, while retaining their shares of the Corporation.   Please address the following:
•Provide us with your accounting analysis of the Arrangement and the Special
Distribution to Brookfield Reinsurance under U.S. GAAP, including by whom the
Special Distribution will be affected.  Refer to ASC 845-10-30; paragraphs 12-13.
•Tell us and enhance your disclosures to clarify how the Special Distribution to the
shareholders of Brookfield Reinsurance of the Manager Class A Shares is reflected in
the Pro Forma statements, including if there could be an accounting impact to the
Manager depending on how the shareholders of Brookfield Reinsurance elect the
payment of Special Distribution as either a dividend or capital reduction.
•Disaggregate Common Equity – Manager in the Pro Forma balance sheet to present

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October 5, 2022
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the underlying individual equity accounts, such as Common Stock Class A, Class B,
Additional Paid in Capital and Retained Earnings to reflect the impact of the
accounting for the Arrangement and Special Distribution to the Manager.
•Revise your Pro Forma Financial Statement headings to parenthetically refer to
"Brookfield Asset Management Ltd. (the Manager)," and also add Manager to the
resulting adjusted Pro Forma column heading.
•Revise to present the Manager financial statements as of July 4, 2022.  Refer to Rule
3-05(b)(2).
•Tell us your basis for including all of the accounts of Brookfield Asset Management
ULC (pro forma)(1) in the Pro Forma financial statements and classifying the related
adjustments to eliminate the 75% of the Asset Management Company to be retained
by Brookfield Asset Management ULC as Transaction Accounting Adjustments
when you define the Arrangement as the contribution by Brookfield Asset
Management Inc. of 25% interest in its asset management business in exchange for
shares of the Manager to the shareholders of the Corporation.
            You may contact Michelle Miller at 202-551-3368 or Bonnie Baynes at 202-551-4924 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tonya Aldave at 202-551-3601 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Mile Kurta, Esq.

United States securities and exchange commission logo
August 31, 2022
Bruce Flatt
Chief Executive Officer
Brookfield Asset Management Ltd.
EP 100, Brookfield Place, 181 Bay Street
Toronto, Ontario, Canada M5J 2T3
Re:Brookfield Asset Management Ltd.
Draft Registration Statement on Form F-1
Submitted August 1, 2022
CIK No. 0001937926
Dear Mr. Flatt:
            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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Draft Registration Statement on Form F-1
General
1.Please update your disclosure to identify actions planned or taken to mitigate current
inflationary pressures.  In this regard, we note that recent news articles discuss a change in
your product mix in response to inflation.  In addition, if recent inflationary pressures
have materially impacted your business, include a separately captioned risk factor and
identify the inflationary pressures you are facing and how your business has been
impacted, if applicable.
2.To the extent that the current volatility in the US corporate bond market has had a material
impact on your business, whether through your products or otherwise, please revise to
provide appropriate disclosure.  Also, if these condition present a material risk to your
business, please provide a separately-captioned risk factor addressing such matters.  If you

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believe revised disclosure is not necessary, please provide a brief explanation in your
response letter.
3.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact Tonya K. Aldave at (202) 551-3601 to discuss how
to submit the materials, if any, to us for our review.
Summary
Value Creation, page 15
4.Please briefly explain your disclosure that 80% of your free-bearing capital is "long-dated
or perpetual in nature."
5.We note your reference here and on page 90 that over the last 5 fiscal years you have
grown both Fee-Bearing Capital and Fee-Related Earnings at a compound annual growth
rate of 30% and 23%, respectively.  Please provide quantitative disclosure illustrating
what portion of that growth was organic and what portion was the result of acquisitions.
Also disclose the annual growth rates for each year during this period for both Fee-
Bearing Capital and Fee-Related Earnings, so that investors can better understand the
trends during that period.
Risk Factors, page 27
6.We note your disclosure in the section titled Service of Process and Enforceability of Civil
Liabilities on page 206.  Please include a separately captioned risk factor to detail this risk
for investors.
Rising interest rates could increase our interest costs and adversely affect our financial
performance, page 39
7.Please expand your discussion of rising interest rates in this risk factor to specifically
identify the actual impact of recent rate increases on your operations and how your
business has been affected.
Corporate Structure, page 69
8.Please revise to include organizational diagrams depicting the company's structure both
prior to and after the spin-off, including various legal entities, their respective place of
incorporation, percentages of ownership and affiliations that exist.  In addition, please
revise your diagram throughout the filing to conform to related discussions as follows:
•Parenthetically under Brookfield Asset Management Ltd. add (the "Manager");
•Add Brookfield Asset Management ULC to the box Our Asset Management
Business;

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•Enhance the diagram to reflect that the Corporation and Brookfield Reinsurance will
hold 100% of Class A shares of the Manager;
•Enhance the diagram to reflect that that BAM Partnership will hold 100% of Class B
shares of the Manager; and
•Revise to include Brookfield Asset Management Reinsurance Partners Ltd. in the
diagram as it relates to the Corporation.
Pro Forma Financial Information, page 71
9.Please revise the pro forma financial information on pages 73 to 75 to present in columnar
form condensed historical statements of each entity involved, as required by Rule 11-
02(a)(4) of Regulation S-X, or tell us why you believe they are not required, including
your authoritative guidance.
10.We note that following significant plans in your prospectus:
1.Brookfield Asset Management Inc. (the "Corporation") established Brookfield Asset
Management Ltd. (the "Manager"), and that the Corporation is proposing a court
approved plan of arrangement (the "Arrangement") that requires approval of the
Corporation's shareholders and includes the Manager acquiring 25% of the
Corporation's interest in their asset management business ("Brookfield Asset
Management ULC"); and
2.The Corporation is parent to Brookfield Asset Management Reinsurance partners
Ltd. ("Brookfield Reinsurance"), whose shareholders are being solicited in this
prospectus in connection with the planned special dividend or distribution (the
"Special Distribution") of about one million class A limited voting shares of the
Manager ("Class A Shares") to its Class A exchangeable limited voting shares
("Brookfield Reinsurance Class A Shares") and Class B limited voting shares
("Brookfield Reinsurance Class B Shares").
We note the Special Distribution will not proceed if the Arrangement is not approved by
the Corporation's shareholders; and we note if the Arrangement is approved, but the
Special Distribution is not approved by Brookfield Reinsurance's shareholders, the Special
Distribution will only be fulfilled as a dividend, not as a capital reduction.  Given
this range of possible results with accounting impact from these two multi-element plans
subject to shareholder vote, tell us your consideration of disclosing the individual effects
of each scenario in your pro forma financial information in compliance with Rule 11-
02(a)(10) of Regulation S-X.
11.We note your Pro Forma Financial Information, including your disclosures on page 71 of
the "several agreements and arrangements," which the Manager and/or Brookfield Asset
Management ULC expect to enter into to effect the "Arrangement."  Please address the
following:
•Tell us, and revise your disclosures accordingly, how you determined that all of the
balance sheet accounting adjustments as presented in Note 1 beginning on page 76
are Transaction adjustments and not Autonomous adjustments, specifically capital
issuance and related party transactions as they are related to activities when

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Brookfield Asset Management ULC was part of the Corporation and appear
necessary to present what Brookfield Asset Management ULC would have looked
like as a standalone entity;
•Tell us, and revise your disclosures accordingly, how you considered the guidance in
Rule 11-02(b)(4) in your determination to present adjustments related to
arrangements and agreements aside from the Arrangement such as the Asset
Management Services Agreement, the Transitional Services Agreement, etc. in the
same column as adjustments related to the Arrangement; and
•Tell us, and revise your disclosures accordingly, how you considered the guidance
in Rule 11-02(b)(3) with regard to the compensation cost adjustments (iv) and (v), for
$25 million and $76 million for the three months ending March 31, 2022 and
December 31, 2021, respectively of Note 1 of the Pro Forma Financial Statements.
12.You disclose that the Corporation will retain 100% of the carried interest earned on
mature funds.  Please revise your disclosures to clarify how this is reflected in the Pro
Forma Financial Statements, including why the related carried interest allocation
compensation has not been adjusted.
Our Business, page 89
13.Please enhance your disclosures to clarify if and what external benchmarks or peer median
information you utilize in evaluating your performance.
14.We note that in several sections of the prospectus you state that you have a team of "over
2,000 investment and asset management professionals."  You also disclose that you "have
access" to approximately 180,000 operating employees on page 91, are "supported by
approximately 44,000 operating employees" under the Infrastructure heading on page 94,
have "99,000 operating employees" under Private Equity heading on page 95, and similar
disclosure in other parts of the business section.  Please disclose what you mean by
"operating employees."  Disclose clearly and consistently the total number of employees
you have.  As necessary, revise your disclosure for inconsistencies.
15.We note your references to acquiring 61% interest in Oaktree in 2019.  Please provide a
short description of Oaktree Capital Management and its business lines.
Products, page 90
16.Please quantify or provide a range that describes the transaction and advisory fees you
charge for different types of products or services provided to your customers.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
100
17.You disclose that Fee-Bearing Capital is the main driver of your revenues.  Please revise
to disclose rollforwards of Fee-Bearing Capital, both in total and by investment strategy
that presents beginning balance, capital inflows and outflows, changes in market valuation

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and any other significant activity that correlates to the changes in drivers and trends of
period-over-period revenues.  Refer to Item 303 of Regulation S-K.
Reconciliation of U.S. GAAP to Non-GAAP Measures, page 119
18.We note your adjustments in arriving at Fee-Related Earnings and Fee Revenues that
include Oaktree's related earnings and BSREP III Fees and Other and that these
adjustments are included as the underlying related activity will no longer be
eliminated and or consolidated as a result of the Arrangement.  Please tell us your
consideration, including reference to your authoritative accounting guidance, for not
reflecting these as pro forma autonomous adjustments in accordance with Rule 11-02 as
well as how you considered the guidance in Non-GAAP Financial Measures
C&DI, Question 101.05 related to Pro Forma measures.  Alternatively, please revise your
disclosures.
Investment Strategy Results, page 121
19.We note your Investment Strategy Results information beginning on page 121.  Please
revise to include a table at the beginning of this discussion that presents each strategy's
capital and total fee revenues and include a total of all of the strategies that reconciles to
your non-GAAP total fee revenues as disclosed on page 121, so that its clear how your
discussion of the respective investment strategy results reconcile to the Brookfield Asset
Management ULC combined consolidated carve-out financial statements.  Refer to Item
303 of Regulation S-K.
Comparison of the BCBCA and the Bermuda Act, page 180
20.Please tell us why you have not provided a comparison of the laws of British Colombia
that are significantly different than the laws of the United States, pursuant to Item 10.B.9
of Form 20-F.
Brookfield Asset Management ULC Combined Consolidated Carve-out Financial Statements
Summary of Significant Accounting Policies
Consolidation, page F-16
21.We note your disclosure that you evaluate all variable interest entities at each reporting
date to determine whether you are the primary beneficiary and consolidate or
deconsolidate accordingly.  Please revise your disclosures to clarify both your
consolidated and unconsolidated interest in variable interest entities and provide the
disclosures required by ASC 810-10-45 and ASC 810-10-50.
Revenue Recognition, page F-17
22.You disclose that carried interest is subject to claw back to the extent that the carried
interest received to date exceeds the amount due to the company based on cumulative
results.  Please revise to clarify in your disclosure how you account for the carried interest

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subject to claw back recognized and if you recognize a liability for the potential claw back
obligations if amounts previously distributed to you would require repayment to a fund if
such fund were to be liquidated based on the current fair value of their underlying
investments as of the reporting date.
Note 4. Fair Value Measurements of Financial Instruments, page F-26
23.Please revise to provide a narrative description of the uncertainty of the fair value
measurement from the use of significant unobservable inputs if those inputs reasonably
could have been different at the reporting date for recurring fair value measurements
categorized within Level 3.  Refer to ASC 820-10-50-(2)(g).
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Michelle Miller at (202) 551-3368 or Bonnie Baynes at (202) 551-4924
if you have questions regarding comments on the financial statements and related
matters.  Please contact Tonya K. Aldave at (202) 551-3601 or John Dana Brown at (202) 551-
3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Mile Kurta, Esq.