Q3 2023 Brookfield Asset Management Earnings Call

November 6, 2023

Yeah.

Hello and welcome to Brookfield Asset Management's third quarter 2023 conference call and webcast. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 1 on your telephone. I would now like to hand the conference call over to our first speaker, Mr. Jason Fooks, Senior Vice President Investor Relations. Please go ahead.

Operator: Hello and welcome to Brookfield Asset Management's third quarter 2023 conference call and webcast. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 1 on your telephone.

After the speaker's presentation, there will be a question answer session to ask a question. During this session you will need to press star one wanting your telephone.

I would now like to hand the conference call over to our first speaker, Mr. Jason Fooks, Senior Vice President, Investor Relations. Please go ahead.

I would now like to hand, the conference call over to our first speaker, Mr. Jason Fooks Senior Vice President Investor Relations. Please go ahead.

Jason Fooks - Senior Vice President, Investor Relations, Brookfield Asset Management: Thank you for joining us today for Brookfield Asset Management's earnings call. On the call today, we have Bruce Flatt, our Chief Executive Officer, Connor Teskey, our President and Bahir Manios, our Chief Financial Officer. Bruce will start the call today with opening remarks, followed by Connor, who will talk about our private credit platform and finally, Bahir will discuss our financial and operating results for the business. After our formal comments, we'll turn the call over to the operator and take analyst questions. In order to accommodate all those who want to ask questions, we ask that you refrain from asking more than two questions at one time. If you have additional questions, please rejoin the queue and we'll be happy to take additional questions as the time permits.

Many of our Chief Financial Officer.

Bruce will start the call today with opening remarks, followed by Connor, who will talk about our private credit platform and finally, the here will discuss our financial and operating results for the business.

After our formal comments, we'll turn the call over to the operator and take analyst questions.

In order to accommodate all those who want to ask questions. We ask that you refrain from asking more than two questions at one time if.

If you have additional questions. Please rejoin the queue, we'll be happy to take additional questions as the.

Time permits.

Before we begin, I'd like to remind you that in today's comments, including in responding to questions and in discussing new initiatives and our financial and operating performance, we may make forward-looking statements. Excluding the forward-looking statements within the meaning of applicable Canadian and US Securities Law, these statements reflect predictions of future events and trends and do not relate to historic events. They are subject to known and unknown risks and future events results may differ materially from such statements. For further information on these risks and their potential impacts on our company, please see our filings with the securities regulators in Canada and the US and the information available on our website.

They are subject to known and unknown risks and future events.

Results may differ materially from such statements for further information on these risks and their potential impacts on our company. Please see our filings with the securities regulators in Canada, and the U S and the information available on our website.

And with that, I'd like to turn the call over to Bruce.

Bruce Flatt - CEO, Brookfield Asset Management: Thank you, Jason, and welcome everyone on the call.

Our results were strong in the third quarter and our capital-raising momentum is building. Our fee-related earnings grew to $565 million and distributable earnings to $568 million, each representing a year-over-year growth of 8%. The resiliency of our results in the current macroeconomic environment demonstrates the quality and diversity of our cash flow streams. This durability stems in large part from the fact that 86% of our capital is long-term or perpetual in nature, driving the overwhelming majority of our fee-related earnings. Today, essentially all of our distributable earnings come from these highly predictable fee-related earnings. Earnings stability is further bolstered by our ability to raise capital from institutional investors around the world and invested across our five diversified businesses that represent essential and growing parts of the global economy.

Our fee related earnings grew to 565 million and distributable earnings to 568 million each representing a year over year growth of 8%.

The resiliency of our results in the current macroeconomic environment demonstrates the quality and diversity of our cash flow streams.

This durability stems in large part from the fact that 86% of our capital is long term.

Perpetual in nature, driving the overwhelming majority of our fee related earnings.

Today, essentially all of our distributable earnings come from these highly predictable fee-related earnings. Earnings stability is further bolstered by our ability to raise capital from institutional investors around the world and invested across our five diversified businesses that represent essential and growing parts of the global economy.

Today, essentially all of our distributable earnings come from these highly predictable fee related earnings. Earnings stability is further bolstered by our ability to raise capital from institutional investors around the world. And invested across our five diversified businesses that represent essential and growing parts of the global economy.

Earnings stability is further bolstered by our ability to raise capital from institutional investors around the world.

And invested across our five diversified businesses that represent essential and growing parts of the global economy.

Turning to overall market, central banks have made significant progress in lowering headline inflation while trying to navigate a soft landing for the economy. Market participants increasingly believe that current rate hiking cycle has crested. And while the move-in rates has been historically sharp, the absolute level of interest rates is still relatively low as compared to historic levels and at a level where we have operated and grown successfully for many years and for what we do, does not impact the success of our business.

Market participants increasingly believe that current rate hiking cycle.

Has crested.

And while the move in rates has been historically sharp.

The absolute level of interest rates is still relatively low as compared to historic levels and at a level, where we have operated and grown successfully for many years and for what we do does not impact the success of our business.

On the contrary the advantages we derived from the broader Brookfield ecosystem allow us to invest across all market cycles and in all economic environments. When markets are more uncertain, businesses must differentiate themselves by providing attractive returns and investors like us, who have capital put to work and they can underwrite with conviction, find better opportunities than in most other markets. There has been no shortage of uncertainty and volatility this year but we have continued to execute. We have committed to over $50 billion of new investments at very attractive value entry points.

How us to invest across all market cycles and in all economic environments.

When markets are more uncertain.

Businesses must differentiate themselves by providing attractive returns and investors like us who have capital put to work and they can underwrite with conviction.

Find better opportunities than in most other markets.

There has been no shortage of uncertainty and volatility this year, but we have continued to execute.

We are committed to over $50 billion of new investments at very attractive value entry points.

We're also being very active on the monetization front, selling some of our derisked and mature assets. We currently have over $100 billion of dry powder from uncalled fund commitments to invest into attractive opportunities across the business. Our fee-bearing capital stood at $440 billion at the end of the quarter and assets under management are now $865 billion. This scale, partnered with the interconnectivity of our businesses, enables us to spot trends early, sort proprietary deal opportunities, underwrite with accuracy, drive better operations and have best in class access to capital.

We currently have over $100 billion of dry powder from uncalled fund commitments to invest into attractive opportunities across the business.

Our fee bearing capital stood at 440 billion at the end of the quarter and asked under assets under management are now 865 billion.

This scale partnered with the Interconnectivity of our businesses.

Enables us to spot trends early.

Proprietary deal opportunities underwrite with accuracy drive better operations and have best in class access to capital.

At the same time, we continued to drive fundraising. With inflows of $61 billion year-to-date, including $26 billion in the third quarter, which represents our strongest fundraising quarter for the year. This sets us up nicely for what we expect to be a strong next few months towards our $150 billion capital raising target. We expect to hold several meaningful fund closes and anticipate completing our contract to manage the assets of AEL within the coming months. We are fortunate that the businesses in which we have a leadership position, remain very much in favor with global investors.

We had inflows of $61 billion year to date, including $26 billion in the third quarter, which represents our strongest fundraising quarter for the year the.

It sets us up nicely for what we expect to be a strong next few months towards our $150 billion capital raising target.

Expect towards several meaningful fund closes.

Anticipate completing our contract to manage the assets of <unk> within the coming months.

We are fortunate that the businesses in which we have a leadership position remain very much in favor with global investors.

In fact, our latest flagship infrastructure fund, our infrastructure debt fund and our transition energy fund, should represent the largest fund ever raised by any sponsor for each of these respective strategies. We are also very pleased that the sixth vintage of our flagship private equity strategy held its final close at $12 billion, making it the largest private equity strategy that we have ever raised. At the same time, we are raising significant capital across a number of private credit funds, seeing strong interest for our flagship real estate fund as opportunities are starting to surface in real estate.

Our infrastructure debt fund.

And our transition to energy fund should represent the largest fund ever raised by any sponsor for each of these respective strategy.

We are also very pleased that the six vintage of our flagship private equity strategy held its final close at $12 billion, making it the largest private equity strategy that we have ever raised.

At the same time, we are raising significant capital across a number of private credit funds things.

Seeing strong interest for our flagship real estate fund.

As opportunities are starting to surface and real estate.

Our strong fundraising success this year should lead to strong revenue growth next year and at the same time, direct cost growth should slow as much of the necessary investments have been made in the platforms we have. The combination of faster revenue growth and slower expense growth should mean next year should be a very strong year for FRE and DE growth. Our ability to seed at this time, in part due to our business being positioned around three global trends that we've talked about before--decarbonization, deglobalization and digitalization is very important.

And at the same time direct cost growth should slow as much of the necessary investments have been made in the platforms we have.

The combination of faster revenue growth and slower expense.

Expense growth should mean next year should be a very strong year for FRE and de growth.

Our ability to succeed at this time in part due to our business is being positioned around three.

<unk> global trends that we've talked about before <unk>.

De carbonization T globalization and digitalization.

It's very important.

Decarbonization is at the heart of global initiatives to reach a net zero carbon economy. Of course, this work is taking place within our renewable power and transmission businesses but decarbonization goes beyond just cleaning our energy sources. We're also leveraging our expertise to actively reduce the carbon footprint of virtually every asset that Brookfield owns globally. Notably, some of our most ambitious decarbonization efforts are rooted within our infrastructure and our private equity businesses.

Of course this work is taking place within our renewable power and transmission businesses.

But de Carbonization goes beyond just cleaning our energy sources.

We're also leveraging our expertise to actively reduce the carbon footprint of virtually every asset that Brookfield owns globally.

Notably some of our most ambitious decarbonate carbonization efforts are rooted within our infrastructure and our private equity businesses.

Within deglobalization, international supply chains have started to decentralize and are turning to more regional-focused operations. We have the global footprint, expertise, relationships and operational boots on the ground to understand local requirement and meet these logistical challenges wherever they may be. We have capabilities to meet supply chain needs from port toll roads, rail, logistical facilities and now, with the recent acquisition of Triton, we are also now the largest owner and lessor of intermodal shipping containers to move these goods globally.

We have the global footprint expertise relationships and operational boots on the ground to understand local requirement and meet these logistical challenges wherever they may be we.

We have capabilities to meet supply chain needs from port toll roads rail logistical facilities and now with the recent acquisition of Triton. We are also now the largest owner and lessor of intermodal shipping containers to move these goods globally.

And last, there is a very large need for significant investment in digital infrastructure around the world. Said very simply, this is what is behind your phone. Data is the fastest growing commodity and like any commodity, it needs to be processed, transported and stored. AI is also starting to have a dramatic impact on usage of data centers and power and is only at its infancy. We are creating end-to-end capabilities from data tower transmission, fiber and data center storage.

Said very simply this is what is behind your phone.

Data is the fastest growing commodity and like any commodity it needs to be processed transported and stored.

AI is also starting to have a dramatic impact on usage of data centers and.

In power and is only at its infancy.

We are creating end to end capabilities from data tower transmission fiber and data center storage.

The need to satisfy these three investment areas will inevitably require many trillions of capital investment. This should serve as a tailwind for our businesses for years to come. All of this is alongside the growing opportunity we see in private credit, which Connor will speak to shortly. These combined items are what allow us to constantly state our five-year targets of doubling distributable earnings of $5 billion and growing our fee-bearing capital to over a trillion dollars. Thank you for your continued support and interest in Brookfield Asset management. With that, I'll turn the call over to Connor.

This should serve as a tailwind for our businesses for years to come.

All of this is alongside the growing opportunity, we see in private credit, which Conor will speak to shortly these.

These combined items are what allow us to constantly state our five year targets of doubling distributable earnings of $5 billion.

And growing our fee bearing capital to over a trillion dollars.

Thank you for your continued support and interest in Brookfield asset management.

With that I'll turn the call over to Conor.

Connor Teskey - President, Brookfield Asset Management: Thank you, Bruce, and good morning everyone.

We wanted to take some time today to spotlight our private credit business and capabilities. Well, we've talked about our private credit before on both our conference calls and at our Investor Day. We continue to believe that it is an underappreciated part of our story. Today, we have a total of approximately $150 billion of fee-bearing capital and credit funds across all of our businesses. This includes credit strategies within infrastructure, real estate and private equity, as well as credit strategies within our Oaktree and LCM platforms. Of this figure, $60 billion represents private credit in long-term funds, which excludes any of the liquid high-yield bond or credit strategies that Oaktree manages. And pro forma, the AEL transaction, that $60 billion figure will increase to $140 billion, inclusive of our insurance assets under management.

Well, we've talked about our private credit before on both our conference calls and at our Investor Day, We continue to believe that it is an underappreciated part of our story.

Today, we have a total of approximately $150 billion of fee bearing capital and credit funds across all of our businesses.

This includes credit strategies within infrastructure real estate and private equity as well as credit strategies within our Oaktree and LCM platforms.

Of this figure $60 billion represents private credit and long term funds, which excludes any of the liquid high yield bond our credit strategies that Oaktree manages.

Of this figure, $60 billion represents private credit in long-term funds, which excludes any of the liquid high-yield bond or credit strategies that Oaktree manages. And pro forma, the AEL transaction, that $60 billion figure will increase to $140 billion, inclusive of our insurance assets under management. Together, this makes us one of the largest private credit managers today and gives us distinct and meaningful advantages in this space. In the areas of infrastructure, renewable power, transition and real estate, we have a vast footprint and extensive experience in relationships, enabling us to source proprietary deal flow and have better insights when underwriting. In addition, our partnership with Oaktree, the premier name in credit for over 30 years gives, gives us extremely valuable access to data in deal flow.

And pro forma the ADL transaction that $60 billion figure will increase to 140 billion inclusive of our insurance assets under management.

Okay.

Together, this makes us one of the largest private credit managers today and gives us distinct and meaningful advantages in this space. In the areas of infrastructure, renewable power, transition and real estate, we have a vast footprint and extensive experience in relationships, enabling us to source proprietary deal flow and have better insights when underwriting. In addition, our partnership with Oaktree, the premier name in credit for over 30 years gives, gives us extremely valuable access to data in deal flow.

In the areas of infrastructure, renewable power, transition and real estate, we have a vast footprint and extensive experience in relationships, enabling us to source proprietary deal flow and have better insights when underwriting. In addition, our partnership with Oaktree, the premier name in credit for over 30 years gives, gives us extremely valuable access to data in deal flow.

In the areas of infrastructure renewable power transition and real estate, we have a vast footprint and extensive experience and relationships.

Enabling us to source proprietary deal flow and have better insights when underwriting.

In addition, our partnership with Oaktree the Premier name in credit for over 30 years gives.

<unk> gives us extremely valuable access to data and deal flow.

We have been aggressively investing in our team and platform to ensure that we are well-positioned to take advantage of what is a secular change in the role of private credit broadly within the capital markets. To capture the opportunity we see in private credit, we have bolstered our investment capabilities to support increased origination activity, we have expanded our geographic reach to gain local intelligence and we have launched new product strategies. We are seeing the benefits of this in our fundraising figures. Over 40% of the capital we have raised year-to-date has been from private credit and insurance. And looking ahead, we expect that credit and insurance will be the biggest contributors to our fee-bearing capital and our fee-revenue growth over the next five years.

To capture this opportunity.

To capture the opportunity we see in private credit.

Have bolstered our investment capabilities to support increased origination activity, we have expanded our geographic reach to gain local intelligence.

And we have launched new product strategies.

We are seeing the benefits of this in our fundraising figures.

Over 40% of the capital we have raised year-to-date has been from private credit and insurance. And looking ahead, we expect that credit and insurance will be the biggest contributors to our fee-bearing capital and our fee-revenue growth over the next five years.

Over 40% of the capital we have raised year to date has been from private credit and insurance and looking ahead, we expect that credit and insurance will be the biggest contributors to our fee bearing capital and our fee revenue growth over the next five years.

In the current environment, our LPs are realizing that they can earn double-digit returns investing in credit. In fact, as credit risk return profiles have become more attractive, we've seen traditional fixed income investors increased allocations to private credit and we've even attracted interest from investors that have historically focused on equity investments.

In fact.

As credit risk return profiles have become more attractive we've seen traditional fixed income investors increased allocations to private credit and we've even attracted interest from investors that have historically focused on equity investments.

Turning to some of our platforms. Within infrastructure and renewable power, the pullback among traditional lenders is happening during a period of unprecedented capital need to build out renewables, data centers and fiber infrastructure capacity. Last week, we announced the closing of our third infrastructure debt strategy at $6 billion, making it more than twice as large as the predecessor fund and the largest infrastructure debt fund ever raised. Few others can operate at the scale, breadth and credibility we can within the broad investment scope of this fund. That means our capital has less competition, enabling us to generate attractive risk premiums while being highly selective and maintaining robust covenant protections. This fund is already 50% deployed, as we've seen the cadence for deployment accelerate. Given this pace of deployment, we could be in a position to launch the next vintage as soon as next year.

Within infrastructure and renewable power the pullback among traditional lenders is happening during a period of unprecedented capital need to build out renewables data centers and fiber infrastructure capacity.

Last week, we announced the closing of our third infrastructure debt strategy at $6 billion.

Making it more than twice as large as the predecessor fund and the largest infrastructure debt fund ever raised.

Few others can operate at the scale, breadth and credibility we can within the broad investment scope of this fund. That means our capital has less competition, enabling us to generate attractive risk premiums while being highly selective and maintaining robust covenant protections. This fund is already 50% deployed, as we've seen the cadence for deployment accelerate. Given this pace of deployment, we could be in a position to launch the next vintage as soon as next year.

Few others can operate at the scale breadth and credibility we can within the broad investment scope of this fund.

That means our capital has less competition, enabling us to generate attractive risk premiums, while being highly selective and maintaining robust covenant protections.

This fund is already 50% deployed as we've seen the cadence for deployment accelerate. Given this pace of deployment, we could be in a position to launch the next vintage as soon as next year.

Given this pace of deployment, we could be in a position to launch the next vintage as soon as next year.

Now turning to real estate. Within commercial real estate, securitization markets remained slow, though issuance has started to pick up in September and October. Nevertheless, the vast pools of commercial real estate loans that are maturing over the next 12 to 24 months, will face a thinner pool of capital available for refinancing. Real estate investors who lack deep relationships with large institutional investors, will be looking for solutions. Combined with the broader trends around the availability of traditional lenders, the deficit of liquidity will create a very attractive lending environment for sponsors with significant dry powder like us.

Within commercial real estate securitization markets remained slow no issuance has started to pick up in September and October.

Nevertheless, the vast pools of commercial real estate loans that are maturing over the next 12 to 14 12 to 24 months, we will face a thinner pool of capital available for refinancing.

Real estate investors, who lack deep relationships with large institutional investors will be looking for solutions.

Combined with the broader trends around the availability of traditional lenders, the deficit of liquidity will create a very attractive lending environment for sponsors with significant dry powder like us. We are not only one of the most experienced real estate investors in the world but we also have one of the longest-running private debt platforms in commercial real estate, as we have been providing credit solutions for more than two decades. Our next CRE mezzanine debt fund, which will be our seventh vintage, should be larger than the fixed which was $4 billion. But our ability to put capital to work at scale far exceeds the size of this fund. This year, we committed to a $1 billion loan, sold off the senior mortgage, retained a portion of the mezz and utilized our strong relationships to manage the rest on behalf of co-investors. This is only the start of where this and our other lending businesses are heading as a one-stop shop for credit.

Combined with the broader trends around the availability of traditional lenders the deficit of liquidity will create a very attractive lending environment for sponsors with significant dry powder like us.

We are not only one of the most experienced real estate investors in the world but we also have one of the longest-running private debt platforms in commercial real estate, as we have been providing credit solutions for more than two decades. Our next CRE mezzanine debt fund, which will be our seventh vintage, should be larger than the fixed which was $4 billion. But our ability to put capital to work at scale far exceeds the size of this fund. This year, we committed to a $1 billion loan, sold off the senior mortgage, retained a portion of the mezz and utilized our strong relationships to manage the rest on behalf of co-investors. This is only the start of where this and our other lending businesses are heading as a one-stop shop for credit.

Our next CRE mezzanine debt fund, which will be our seventh vintage, should be larger than the fixed which was $4 billion. But our ability to put capital to work at scale far exceeds the size of this fund. This year, we committed to a $1 billion loan, sold off the senior mortgage, retained a portion of the mezz and utilized our strong relationships to manage the rest on behalf of co-investors. This is only the start of where this and our other lending businesses are heading as a one-stop shop for credit.

Our next CRE mezzanine debt fund, which will be our seventh vintage should be larger than the fixed which was $4 billion.

But our ability to put capital to work at scale far exceeds the size of this fund.

This year, we committed to a $1 billion loan sold off the senior mortgage retained a portion of the mezz and utilized our strong relationships to manage the rest on behalf of co investors.

This is only the start of where this and our other lending businesses are heading as a one stop shop for credit.

And lastly, turning to Oaktree and LCM. Within our corporate lending and opportunistic debt strategies, the magnitude, quality and breadth of deployment opportunities are approaching past periods like those immediately following the GSC and the start of the coronavirus pandemic. We expect this trend to continue as rates remain elevated from where they were. We have raised $23 billion at Oaktree this year and are seeing strong demand for both the flagship opportunity fund and also their inaugural lending partners fund, which focuses on large scale direct origination.

Within our corporate lending and opportunistic debt strategies, the magnitude quality and breadth of deployment opportunities are approaching past periods like those immediately following the GSE and the start of the coronavirus pandemic.

We expect this trend to continue as rates remain elevated from where they were.

We have raised $23 billion that treat this year and are seeing strong demand for both the flagship opportunity fund and also their inaugural lending partners fund, which focuses on large scale direct origination.

Size matters and the ability to provide sizable capital solutions, particularly where complexity is high, favors investors like us in Oaktree. And we continue to see this across a wide set of opportunities. Within private assets, Oaktrees opportunistic pipeline is approximately $8 billion and the performing pipeline is approximately double that.

And we continue to see this across a wide set of opportunities.

Within private assets.

Trees opportunistic pipeline is approximately $8 billion and the performing pipeline is approximately double that.

At the same time, at LCM, our European consumer lending business--our latest $4 billion flagship credit opportunity fund has earned over 15% returns this year and it should also be a record year for deployment. The team is preparing to launch the next vintage of the fund in the latter half of next year and our initial estimate is expected to be meaningfully larger than the current vintage. LCM Specialty Finance strategy is also seeing strong demand and the team has plans to launch a number of complementary credit strategies over the next 12 to 18 months.

Our European consumer lending business.

Our latest 4 billion flagship credit opportunity fund has earned over 15% returns this year and it should also be a record year for deployment.

The team is preparing to launch the next vintage of the fund in the latter half of next year and our initial estimate is expected to be meaningfully larger than the current vintage.

LCM specialty finance strategy is also seeing strong demand and the team has has plans to launch a number of complementary credit strategies over the next 12 to 18 months.

Okay.

We will conclude by saying that we are already one of the largest private credit investors today and we have several powerful engines that will propel and accelerate this part of the business over the next 5 to 10 years. The platform we have developed, combined with a significant pool of fresh capital to put to work, are significant advantages. Our team has never been broader and our capabilities never bigger. We expect to organically grow our credit platform fee-bearing capital by more than $150 billion to $300 billion over the next 5 years. In addition, we expect to grow our insurance solutions business by $200 billion over the same period and we will direct the large part of that capital into private credit funds, further expanding our capabilities.

The platform, we have developed combined with a significant pool of fresh capital to put to work are significant advantages.

Our team has never been broader and our capabilities never bigger.

We expect to organically grow our credit platform fee bearing capital by more than $150 billion to $300 billion over the next five years.

We expect to organically grow our credit platform fee-bearing capital by more than $150 billion to $300 billion over the next 5 years. In addition, we expect to grow our insurance solutions business by $200 billion over the same period and we will direct the large part of that capital into private credit funds, further expanding our capabilities.

In addition, we expect to grow our insurance solutions business by $200 billion over the same period, and we will direct the large part of that capital into private credit funds further expanding our capabilities.

With that, let us turn it over to Bahir to discuss our financial results.

Yeah.

Bahir Manios - CFO, Brookfield Asset Management: Great. Thank you, Connor and good morning.

I'll start off by covering our quarterly financial performance, touch on our continued strong fundraising efforts and then wrap up with some quick remarks on our financial position. Let me first cover off our financial performance in the third quarter. We reported fee-related earnings, or FRE, of $565 million in the quarter or $0.35 cents per share which brings our FRE to $2.2 billion for the last 12 months, representing growth of 13% over the prior 12-months period. Our distributable earnings, or DE, for the quarter was $568 million or $0.35 cents per share. This brings our day also $2 2 billion for the last 12 months and represents a 12% increase over the comparative period. Once you exclude the impact of performance fees. <unk> earned in the prior 12 months. Our results in the quarter benefited from capital raising done in the period predominantly coming from our infrastructure real estate and private equity flagship funds that contributed $23 million of incremental fee revenues in the quarter. And increase fee revenues from our various credit strategies. Where we're seeing opportunities to put capital to work at increasingly attractive risk adjusted returns.

I'll start off by covering our quarterly financial performance, touch on our continued strong fundraising efforts and then wrap up with some quick remarks on our financial position. Let me first cover off our financial performance in the third quarter. We reported fee-related earnings, or FRE, of $565 million in the quarter or $0.35 cents per share which brings our FRE to $2.2 billion for the last 12 months, representing growth of 13% over the prior 12-months period. Our distributable earnings, or DE, for the quarter was $568 million or $0.35 cents per share. This brings our DE also to $2.2 billion for the last 12 months and represents a 12% increase over the comparative period. Once you exclude the impact of performance fees. <unk> earned in the prior 12 months. Our results in the quarter benefited from capital raising done in the period predominantly coming from our infrastructure real estate and private equity flagship funds that contributed $23 million of incremental fee revenues in the quarter. And increase fee revenues from our various credit strategies. Where we're seeing opportunities to put capital to work at increasingly attractive risk adjusted returns.

Our continued strong fundraising efforts and then wrap up with some quick remarks on our financial position.

Let me first cover off our financial performance in the third quarter.

We reported fee related.

Earnings our FRE of $565 million in the quarter or <unk> 35 per share, which brings our FRE to $2 2 billion for the last 12 months representing growth of 13% over the prior 12 months period.

Our distributable earnings, or DE, for the quarter was $568 million or $0.35 cents per share. This brings our DE also to $2.2 billion for the last 12 months and represents a 12% increase over the comparative period once you exclude the impact of performance fees that were earned in the prior 12 months.

Our distributable earnings or de for the quarter was $568 million or <unk> 35 per share.

This brings our day also $2 2 billion for the last 12 months and represents a 12% increase over the comparative period. Once you exclude the impact of performance fees. <unk> earned in the prior 12 months. Our results in the quarter benefited from capital raising done in the period predominantly coming from our infrastructure real estate and private equity flagship funds that contributed $23 million of incremental fee revenues in the quarter. And increase fee revenues from our various credit strategies. Where we're seeing opportunities to put capital to work at increasingly attractive risk adjusted returns.

Once you exclude the impact of performance fees. <unk> earned in the prior 12 months. Our results in the quarter benefited from capital raising done in the period predominantly coming from our infrastructure real estate and private equity flagship funds that contributed $23 million of incremental fee revenues in the quarter. And increase fee revenues from our various credit strategies. Where we're seeing opportunities to put capital to work at increasingly attractive risk adjusted returns.

<unk> earned in the prior 12 months.

Yeah.

Our results in the quarter benefited from capital raising done in the period predominantly coming from our infrastructure, real estate and private equity flagship funds that contributed $23 million of incremental fee revenues in the quarter and increased fee revenues from our various credit strategies, where we're seeing opportunities to put capital to work at increasingly attractive risk-adjusted returns. In total, we deployed over $5 billion of capital during the period across a number of our credit strategies. Margins for the quarter were solid, coming in at 56%, which was in line with the previous two quarters of the year. Margins for the 12-months period were also in line with the prior year. Our results in the quarter were impacted by the market volatility. That impacted the share prices of our publicly listed affiliates Brookfield infrastructure partners and Brookfield renewable partners, both of which traded down in sympathy with the broader infrastructure utility and renewable power sectors that traded lower recently in large part due to the perceived effect of interest.

Our results in the quarter benefited from capital raising done in the period predominantly coming from our infrastructure real estate and private equity flagship funds that contributed $23 million of incremental fee revenues in the quarter.

And increase fee revenues from our various credit strategies.

Where we're seeing opportunities to put capital to work at increasingly attractive risk adjusted returns.

In total we deployed over $5 billion of capital during the period across a number of our credit strategies. Margins for the quarter were solid coming in at 56%, which was in line with the previous two quarters of the year. Margins for the 12 months period were also in line with the prior year. Our results in the quarter were impacted by the market volatility.

Okay.

Margins for the quarter were solid coming in at 56%, which was in line with the previous two quarters of the year.

Margins for the 12 months period were also in line with the prior year.

Our results in the quarter were impacted by the market volatility that impacted the share prices of our publicly listed affiliates, Brookfield infrastructure partners and Brookfield renewable partners, both of which traded down in sympathy with the broader infrastructure, utility and renewable power sectors that traded lower recently in large part due to the perceived effect of interest rates on the securities and some discrete issues impacting certain market participants. While the Brookfield-listed entities were not directly impacted by these issues, their share prices were lower. In order to align our interest with our shareholders, we charge our listed entities and management fee based on their market capitalization and as such, total fees charged to those entities were lower in the period.

Our results in the quarter were impacted by the market volatility.

That impacted the share prices of our publicly listed affiliates Brookfield infrastructure partners and Brookfield renewable partners, both of which traded down in sympathy with the broader infrastructure utility and renewable power sectors that traded lower recently in large part due to the perceived effect of interest.

Rates on the securities.

And some discrete issues impacting certain market participants.

While the Brookfield-listed entities were not directly impacted by these issues, their share prices were lower. In order to align our interest with our shareholders, we charge our listed entities and management fee based on their market capitalization and as such, total fees charged to those entities were lower in the period.

While the Brookfield listed entities were not directly impacted by these issues their share prices were lower.

In order to align our interest with our shareholders, we charge our listed entities and management fee based on their market capitalization and as such total fees charged to those entities were lower in the period.

Okay.

We have strong conviction about the business prospects of both BIP and BEP. These are exceptional businesses that have very strong underlying business fundamentals, solid balance sheets, excellent multi-decade track records of growing cash flows and dividends and both have attractive and achievable FFO and distribution growth targets. Both companies gave very strong guidance at their respective Investor Days in September and announced robust earnings this past week. We believe both companies recent share prices will ultimately rebound as they continue to execute on their business plans.

These are exceptional businesses that have very strong underlying business fundamentals solid balance sheets excellent multi decade track records of growing cash flows and dividends.

And both have attractive and achievable <unk> and distribution growth targets.

Both companies gave very strong guidance at their respective Investor days in September and announced robust earnings this past week.

We believe both companies recent share prices will ultimately rebound as they continued to execute on their business plans.

I'll now move on to speak about our fundraising efforts. As Bruce noted in his remarks, through the first 10 months of the year, we raised a total of $61 billion of capital, including $26 billion in the third quarter. Some of the highlights in the period include; within our infrastructure business, we closed on $3 billion of capital for our fifth flagship fund, bringing the fund size to more than $27 billion, making this the largest infrastructure drawdown fund ever raised. We anticipate holding the final close for this fund before the end of the year and once all is said and done, we expect to get to our hard cap of $28 billion. Based on the current size of the fund, we have committed or invested over 40% of this fund.

As Bruce noted in his remarks through the first 10 months of the year, we raised a total of $61 billion of capital, including 26 billion in the third quarter.

Some of the highlights in the period include.

Within our infrastructure business.

Closed on $3 billion of capital for our fifth flagship fund, bringing the fund size to more than 27 billion, making this the largest infrastructure drawdown fund ever raised.

We anticipate holding the final close for this fund before the end of the year and once all is said and done we expect to get to our hard cap of 28 billion.

Based on the current size of the fund we have committed or invested over 40% of this month.

Also within our infrastructure business, we held the final close for the third vintage of our infrastructure debt fund last week. Raising $1.3 billion of capital since the beginning of the third quarter and bringing the total capital raised for this strategy $6 billion. This is the largest infrastructure debt fund ever raised and it's double our previous vintage fund size of $2.7 billion. Also worth noting here that we've already deployed 50% of the commitments to this fund.

Raising $1 3 billion of capital since the beginning of the third quarter and bringing the total capital raised for this strategy 6 billion.

This is the largest largest infrastructure debt fund ever raised and it's double our previous vintage fund size of $2 7 billion.

Also worth noting here that we've already deployed 50% of the commitments to this fund.

In private equity, we held the final close for our six opportunistic private equity fund of a little over $700 million in September, bringing the total strategy size to $12 billion. This vintage represents the largest private equity fund we've ever raised, which is a testament to our strong track record and long standing investment approach focus on high quality cash generative essential businesses.

This vintage represents the largest private equity fund we've ever raised which is a testament to our strong track record and long standing investment approach focus on high quality cash generative essential businesses.

In real estate, we continue to see strong demand for our flagship fund in this current market environment and we closed on an additional $2 billion in the quarter for the strategy. We continue to progress first close commitments and expect to finalize the first close for this vintage during the fourth quarter.

We continue to progress first close commitments and expect to finalize the first close for this vintage during the fourth quarter.

Within our credit business, we raised a total of $11 billion in capital since the beginning of the third period for a number of key credit strategies. Most notably, we raised over $3 billion for the 12th vintage of our opportunistic credit fund, bringing the size of that fund to over $6 billion.

Most notably we raised over $3 billion for the 12 vintage of our opportunistic credit fund, bringing the size of that fund to over $6 billion.

Onto our outlook, I'd like to provide a few observations. Over the next few months, we expect our momentum on the capital raising front to pick up significantly as we work towards achieving our stated goal of raising close to $150 billion of capital before we announced our results for the fourth quarter of the year. And heading into 2024, this strong fund raising sets us up for strong earnings in 2024. We also expect our margins to expand and these two items combined, sets us up very nicely to deliver an excellent year from an earnings and dividend growth perspective.

To provide a few observations.

Over the next few months, we expect our momentum on the capital raising front to pick up significantly as we work towards achieving our stated goal of raising close to $150 billion of capital before we announced our results for the fourth quarter of the year.

And heading into 2024 this strong fund raising sets us up for strong earnings in 2024.

We also expect our margins to expand and these two items combined set of sets us up very nicely to deliver an excellent year from an earnings and dividend growth perspective.

Before I wrap up my remarks, I'd like to make a few comments on our balance sheet. Our balance sheet is debt-free and we currently hold close to $3 billion of net cash and equivalents. This fortress balance sheet is a source of strength for our business and by using it selectively and effectively, we should be able to drive growth in our asset management activities over and beyond our stated goals. We may utilize our balance sheet to launch new funds strategies and business lines or to make a strategic acquisition to bolster our existing capabilities. And in light of our strong financial position, I am pleased to report that the board of directors has declared a [inaudible] dividend of $0.32 cents per share, payable on December 29, 2023. The shareholders of record as of the close of business on November 30th.

Our balance sheet is debt free and we currently.

Hold close to $3 billion of net cash and equivalents.

This fortress balance sheet as a source of strength for our business and by using it selectively and effectively we should be able to drive growth in our asset management activities over and beyond our stated goals.

We may utilize our balance sheet to launch new funds strategies and business lines or to make a strategic acquisition to bolster our existing capabilities.

And in light of our strong financial position, I am pleased to report that the board of directors has declared a [inaudible] dividend of $0.32 cents per share, payable on December 29, 2023. The shareholders of record as of the close of business on November 30th.

And in light of our strong financial position I am pleased to report that the board of directors has declared a dividend of 32 per share payable on December 29 2023.

Shareholders of record as of the close of business on November 30th.

That wraps up our prepared remarks for this morning. Thank you for joining the call and we'll now open it up for questions. Operator.

Operator: Thank you. As a reminder, if you have a question, please press star 1 1 on your telephone. If your question has been answered or you want to remove yourself from the queue, please press star 1 1 again.

As a reminder, if you have a question. Please press star one one.

Allison thank.

If your question has been answered or you want to remove yourself from the queue. Please press star one again.

Our first question comes from the line of Cherilyn Radbourne of TD Cowen. Please proceed with your question.

Cherilyn Radbourne - TD Securities Equity Research: Good morning. I was hoping you could start by giving us some color on what you're seeing in terms of consolidation amongst sub-scale alternative managers in this environment and whether that's something you'll continue to monitor with a view to possibly having an opportunity to round out your capabilities in select areas.

Hoping you could start by giving us some color on what youre seeing in terms of consolidation amongst.

Excuse me sub scale alternative managers in this environment.

That's something we'll continue to monitor with a view to possibly having an opportunity to round out your capabilities in select areas.

Okay.

Connor Teskey - President, Brookfield Asset Management: Hi, Cherilyn, thank you for the question. You're absolutely right, we continue to see a broad-based trend towards consolidation in the alternative asset management space and I think it's important to recognize that this is coming from both sides. First on the client side, similar to what we've been seeing for years, increasingly clients are concentrating their capital with large-scale reputable managers that can offer them a full suite of products and solutions across the alternative space. And no doubt Brookfield Asset Management has been a beneficiary of that as we broadened our product suite in recent years.

Youre absolutely right, we continue to see.

Broad based trend towards consolidation in the alternative asset management space and I think it's important to recognize that this is coming from both sides.

First on the client side similar to what we've been seeing for years increasingly clients are concentrating their capital with large scale reputable managers that can offer them a full suite of products and solutions across the alternative space and no doubt Brookfield.

Asset management has been a beneficiary of that as we broadened our product suite in recent years.

But I think it's also important to recognize that the trends towards consolidation are also being driven by the managers themselves. Increasing requirements in compliance and the required level of customer service is much easier to do when you are part of a scale manager that can amortize the cost and requirements of those functions across a much broader business. Also, increasingly for smaller scale managers, having a large depth of talent--a large number of men and women to choose fund--also helps with succession planning and that's a driver of consolidation in the space as well. So, in terms of the trends we continue to see,

Increasing requirements and compliance and the required level of customer service is much easier to do when you are part of a scale manager that Ken Ameren.

Amortized the cost and requirements of those functions across a much broader business also increasingly for smaller scale managers.

Having.

A large depths of talent.

A large number of men and women to choose fun also helps with succession planning and Thats a driver of consolidation in the space as well so in terms of the trends we continue to see.

So, in terms of the trends we continue to see, consolidation amongst the alternative asset managers and the comment you made in your question, we are actively monitoring a number of situations that's similar to what we've said on previous calls--we are going to continue to be very, very selective. We have a great business that has a fantastic organic growth trajectory and while we are monitoring a number of situations, we will only pull the trigger on ones that are additive to our business, are accretive to our cash flows and really round out our product suite and give us something we don't already have within the business.

Consolidation amongst the alternative asset managers and the.

You made in your question, we are actively monitoring a number of situations that similar to what we've said on previous calls we are going to continue to be very very selective.

We have a great business that has a fantastic organic growth trajectory and while we are monitoring a number of situations.

We will only pull the trigger on ones that are additive to our business are accretive to our cash flows and really round out our product suite and give us something we don't already have within the business.

Cherilyn Radbourne - TD Securities Equity Research: Then with respect to insurance, [inaudible] current update on how much of BAM insurance AUM has been committed versus deployed to BAM and Oaktree strategy to date and how you would expect that to evolve and impact FRE over the next 12 months.

Thank you for an update on how much of bond insurance has been committed.

Damn an oaktree strategy to date.

You would expect that to evolve and impact.

Over the next 12 months.

Bahir Manios - CFO, Brookfield Asset Management: Good morning, Cherilyn, it's Bahir. Maybe I'll take a stab at that one. So, of the $28 billion of assets that we're managing on behalf of Brookfield's insurance business, we've deployed so far about $2 billion into a number of our private credit strategies. A further $7 billion has been committed and will probably start being deployed or invested and as such, contributing to our results over the next 24 months. So maybe over--I think your question was over 12 months, so maybe half of that. And if you do the percentages that exceed the 30%, 32% and we've got past to get commitments up to targeted range, which is 35% to 40%, which we're going to do in the next few months or so.

Take a stab at that one so after 2008.

$1 billion of assets that we're managing.

On behalf of Brookfield insurance business.

We've deployed so far about $2 billion into a number of our private credit strategies.

A further $7 billion.

Has been committed.

And.

We'll probably start being deployed or invested in.

Such contributing to our results.

Over the next 24 months.

So maybe over I think your question was over 12 months, so maybe half of that.

And.

If you do the percentages that exceed the 30%, 32% and we've got a.

Passed to get commitments up to.

Targeted range, which is 35% to 40%, which we're going to do.

In the next few months.

So.

Cherilyn Radbourne - TD Securities Equity Research: Thank you for the time.

Operator: Thank you. Our next question comes from the line of Alexander Blostein with Goldman Sachs. Your line is now open.

Question comes from the line of Alexander <unk> with Goldman Sachs. Your line is now open.

Alexander Blostein - Goldman Sachs Group, Inc., Research Division: Hi, good morning everybody. Thanks for taking the question as well. I wanted to maybe start with an outlook on fundraising, 2023 was obviously very strong year for you guys and nice to see you're reiterating the targets here of, I guess [inaudible], including AEL. Any thoughts on what '24 will look like in terms of fundraising once you're through some of these larger flagship funds?

I wanted to maybe start with that with an outlook on raising 2023 was obviously very strong year for you guys and nice to see Youre reiterating the targets here I guess 150, including.

Any thoughts on what 24 will look like in terms of fund raising once you're through some of these larger flagship.

Connor Teskey - President, Brookfield Asset Management: Certainly, thanks for the question, Alex. When we think about the remainder of the year and walking into next year, it's a very constructive outlook from a fundraising perspective. We're at $61 billion year-to-date, we're going to pick up $55 billion when we complete the previously announced insurance transactions and that obviously leaves approximately $35 billion for us to do over the remainder of the year. That compares versus $26 billion we did in the last quarter and we'd make two comments there--one, it's not unusual for fundraising to be tilted towards the back end of the year, that's pretty common practice for us.

Okay.

When we think about the remainder of the year and walking into next year, it's a very constructive.

Look from a fundraising perspective.

We're at $61 billion year to date.

We're going to pick up 55 billion.

When we complete the previously announced insurance transactions and that obviously leaves approximately $35 billion for us to do over the remainder of the year.

That compares versus $26 billion, we did in the last quarter and we would make two comments there one it's not unusual for fund raising to be tilted towards the back end of the year, that's pretty common practice for us.

And two, as we move into the back end of the year, we expect to have the first close of our transition fund, our flagship real estate fund and two of Oaktree's flagships are really at the peak of their fundraising and in addition to that we get our typical co-invest and other complementary strategies as well. So most of the way to that $150 billion is very visible through insurance and flagship strategies. And then when we roll into next year, we've often communicated a range--a run rate range of $70 billion to $100 billion of fundraising every year. And the great news as we roll into 2024, as we expect to not only have the full range of complementary strategies and fundraising, we will also have meaningful closes of those Global Transition Fund, real estate fund and the two Oaktree funds that will continue fundraising well through the midpoint of next year.

So most of the way to that $150 billion.

It is very visible through insurance and flagship strategies and then when we roll into next year.

We've often communicated a range a run rate range of $70 billion to $100 billion of fundraising every year and the great news as we roll into 2024, as we expect to not only have the full range of complementary strategies and fund raising we will also have meaningful closes of those.

And the great news as we roll into 2024, as we expect to not only have the full range of complementary strategies and fundraising, we will also have meaningful closes of those Global Transition Fund, real estate fund and the two Oaktree funds that will continue fundraising well through the midpoint of next year. So I would say, while it may not be the record year that we had in 2023, the outlook for fundraising in 2024 is very robust and we expect another extremely strong year.

Global transitioned fund real estate fund and the two Oaktree funds.

That will continue fund raising well through the midpoint of next year.

So I would say, while it may not be the record year that we had in 2023, the outlook for fundraising in 2024 is very robust and we expect another extremely strong year.

It may not be the record year that we had in 2023 the outlook for fund raising in 2024 is very robust and we expect another extremely strong year.

Alexander Blostein - Goldman Sachs Group, Inc., Research Division: Great. That's helpful, thanks. My second question is around insurance and some of the regulatory dynamics coming out of [inaudible] last week and I appreciate the fact that you guys have [inaudible] don't own AEL yet, but maybe just kind of help frame what the proposed rule if it goes through as kind of written, what does it mean really for the business. Obviously, the annuity sales have been pretty strong for the industry but maybe help break down the channels where AEL as well your other insurance subsidiaries sell through, just to kind of better give as it sounds on a back on gross sales there. Thanks.

It goes through is kind of written what does it mean really for the business.

Obviously, the annuity sales have been pretty strong for the industry.

Maybe help break down the channels.

But as well as your other jerk subsidiary sell through just to kind of better deal as it sounds.

Back on gross sales there thanks.

Connor Teskey - President, Brookfield Asset Management: Certainly. So it's still early days on this but I think the important thing to recognize is demand continues to grow for fixed index annuity products. That's really what our insurance business specializes in and this is evidenced through the strong sales growth we've seen both this year and we expect in the coming years. I'd say the proposal, it's still pretty early in its review process, but the biggest takeaways of it is--if passed in its call it written form, we would expect demand and sales to continue to be strong across the platform. But what we would really expect is the new regulatory environment to increasingly favor large players in the space, which is what we have become. It increasingly will favor those players with the scale and capital to easily comply with the new regulations, while still capturing the significant demand growth. So while we do monitor the situation closely, we feel our business will be well-positioned.

<unk>.

In the coming years.

I'd say the report proposal, it's still pretty early in its review process, but the biggest takeaways of it is if passed in its call. It written form we would expect demand and sales to continue to be strong across the platform, but what we would really expect is the new regulatory.

But what we would really expect is the new regulatory environment to increasingly favor large players in the space, which is what we have become. It increasingly will favor those players with the scale and capital to easily comply with the new regulations, while still capturing the significant demand growth. So while we do monitor the situation closely, we feel our business will be well-positioned.

Free environment to increasingly favor large players in the space, which is what we have become.

It increasingly will favor those players with the scale and capital to easily comply with the new regulations, while still capturing.

Significant demand growth so while we do monitor the situation closely.

We feel our business will be well positioned.

Alexander Blostein - Goldman Sachs Group, Inc., Research Division: Great. Thank you very much.

Operator: Thank you. Our next question comes from the line of Geoff Kwan with RBC Capital Markets. Your line is now open.

Our next question comes from the line of Geoff Kwan with RBC capital markets. Your line is now open.

Geoffrey Kwan - RBC Capital Markets, Research Division: Hi, good morning. My first question was--with some of the recent announcements on new funds and partnership with SocGen and Sequoia, can you talk about what kind of opportunity there is to partner with third party to help create and distribute new strategies?

Some of the recent announcements on.

New funds in partnership with Genentech Sequoia.

Can you talk about what kind of opportunity there is to partner with third party to help create and distribute new strategies.

Connor Teskey - President, Brookfield Asset Management: Certainly. Thanks, Geoff. As has long been are probably two of our most enduring and most significant competitive advantages is one, our access to capital and two, our operating approach that allows us to be a great partner to high quality counterparties across different avenues of business. What's interesting in this past quarter is the partnerships we've announced with both Sequoia Heritage and with SocGen are very very different. But what they--both are illustrative of our situations, where we can not only bring our significant capital as a capital provider to address the situation, but there are also situations where both partner brings something unique to create a platform that few others can replicate.

As has long been are probably two of our most enduring and most cigna.

Significant competitive advantages is.

Is one our access to capital and to our operating approach that allows us to be a great partner.

To high quality counterparties across different avenues of business.

What's interesting in this past quarter is the partnerships, we've announced with both Sequoia heritage and with <unk> are very very different.

But what they both are illustrative of our situations, where we can not only bring our significant capital as a capital provider to address the situation, but there are also situations, where both partner brings something unique. To create a platform that few others can replicate.

To create a platform that few others can replicate.

As I'm sure you can imagine, we're not going to announce any new JVs here on the call today, but I would say we are increasingly seeing other opportunities like this and we're going to continue to be selective and look for situations where it's not just capital that we can bring but it's also situations where both partners bring something unique and together the platform is better with two shareholders than with one. So, I would say the partnerships we have announced are very indicative of things that we will continue to contemplate in the future.

Brings something unique and together the platform.

Is better with two shareholders than with one so.

I would say the partnerships, we have announced are very indicative of things that we will continue to.

Contemplate in the future.

Geoffrey Kwan - RBC Capital Markets, Research Division: Okay, thanks. And just my second question was back at Investor Day, you talked about using the cash to make investments in LP commitments to the non-flagship, non-Oaktree funds, help seed new funds but also invest if any of the affiliates were raising new equity. I think it was from the letter to shareholders, you talked about doing the LP investments and seeding new funds but you didn't reference investing in new equity if the affiliates are raising capital. Is that still the plan or are you guys not going to be doing that going forward?

About you.

You mean, the LP investments.

<unk> new homes, but you didn't reference investing in new equity affiliates are raising capital is.

That's still the plan or are you guys not going to be doing that going forward.

Bahir Manios - CFO, Brookfield Asset Management: Good morning, Geoff, it's Bahir. Look, I think, what we're trying to highlight or what we tried to highlight in the letter is just some of the more nearer-term initiatives that we have going on, so you'll probably see us using our cash much more so to do something strategic on the acquisitions front in addition to standing up new business lines and new strategies. So that's the focus of the management team for the next little while of how it believes it will put that $3 billion to work.

Its bahir.

Look I think what we're trying to highlight.

Or what we tried to highlight in the letter is just some of the more nearer term initiatives that we have going on so youll probably see us.

Using our cash much more so to do.

Something strategic.

On the acquisitions.

Front in addition to.

Standing up new business lines, and new strategies. So that's the focus.

Off of the management team for the next little while of how it believes it will put that $3 billion to work.

Geoffrey Kwan - RBC Capital Markets, Research Division: Okay. Thank you.

Operator: Thank you. Our next question comes from the line of Sohrab Movahedi with BMO Capital Markets. Your line is now open.

Your line is now open.

Sohrab Movahedi - Managing Director a Financials Research, BMO Capital Markets: Okay, thank you. Two questions, maybe I'll just stick with Bahir. Are you, I mean, I think in the supplemental you've given us the breakdown of the $440 billion in fee-bearing capital between credit real estate, the various strategies. You also gave us a sense of how you expect this to kind of grow over the next, in brief here is, I think five at the Investor Day. Can you give us a similar kind of set of numbers, I suppose, by strategy of where your FRE's coming from today versus where it would be five years from today, based on the numbers you put up for us at the Investor Day?

Are you I mean, I think in the supplemental you have given us the breakdown of the 440 billion in fee bearing capital between credit real estate.

The various strategies you also gave us a sense of how you expect this to kind of grow over the next.

In brief here is I think five at the Investor day.

Can you give us a similar kind of set of numbers, I suppose, by strategy of where your FRE's coming from today versus where it would be five years from today, based on the numbers you put up for us at the Investor Day?

Can you give us a similar kind of set of numbers I suppose by strategy of where you are at far east coming from.

Today versus where it would be.

Five years from today based on the numbers you put up for us at the Investor Day.

Bahir Manios - CFO, Brookfield Asset Management: Morning, Sohrab. At this point, I think it will be difficult to do that. We don't breakout the FRE for the various business units for a number of reasons. I could share with you, probably offline--I don't have it on me--what maybe the fee revenue projections will be by business unit and we can go from there. But I don't have that in front of me today.

Sorry.

At this point I think it will be.

Difficult to do that we don't.

We don't breakout the FRE for the various.

Business units for a number of reasons.

I can share with you.

Probably.

Flying I don't have it on me, what maybe the fee revenue.

<unk> will be by.

By business unit and.

And we can go from there, but I don't have that in front of me today.

I appreciate that, thank you, I'll follow up. And then, I guess just as a second question, I understand the message around fundraising and the outlook for it, not just for the back half of this year but next year as well. Curious as to how important is return of capital to existing funders as a kind of source of funding future commitments as you think about, for example, '24 and beyond. I think you have on page 6 of the supplemental a bit of a flow as to how the fee-bearing capital this year versus--this quarter versus last year this quarter and I think you have inflows but then you have return of capital and distributions which are roughly about half of the inflow. So is that--if you were going to raise $100 billion next year, does it entail returning 50 or thereabouts from existing funds and so how important is it to actually realize on existing investments?

Sohrab Movahedi - Managing Director a Financials Research, BMO Capital Markets: I appreciate that, thank you, I'll follow up. And then, I guess just as a second question, I understand the message around fundraising and the outlook for it, not just for the back half of this year but next year as well. Curious as to how important is return of capital to existing funders as a kind of source of funding future commitments as you think about, for example, '24 and beyond. I think you have on page 6 of the supplemental a bit of a flow as to how the fee-bearing capital this year versus--this quarter versus last year this quarter and I think you have inflows but then you have return of capital and distributions which are roughly about half of the inflow.

Hi.

I understand the message around fund raising and the outlook for it not just for the back half of this year, but next year as well.

Curious as to how important.

Is return of capital to existing funders as that kind of source of funding future commitments.

As you think about for example, 24 and beyond I think you have on page six of the supplemental a bit of a flow less the fee bearing capital this year versus.

beyond. I think you have on page 6 of the supplemental a bit of a flow as to how the fee-bearing capital this year versus--this quarter versus last year this quarter and I think you have inflows but then you have return of capital and distributions which are roughly about half of the inflow.

We showed this quarter versus last year this quarter and I think you have inflows, but then you have return of capital and distributions which are.

Roughly about half of the inflow so.

So is that--if you were going to raise $100 billion next year, does it entail returning $50 billion or thereabouts from existing funds and so how important is it to actually realize on existing investments?

Is that if you if you were going to raise 100 billion next year does it entail returning 50 or thereabouts from existing funds and so how important is it to actually realize on existing investments.

Okay.

Connor Teskey - President, Brookfield Asset Management: Hi Sohrab, it's Connor here. Obviously, returning capital to our LP partners around the World is a critical component of our business, but I would say that--perhaps three things. One, we are very fortunate that the vast majority of our clients and partners around the world continue to increase their allocation to alternatives regardless of how much capital is being returned. And then we're also very fortunate that the areas where we raised the most capital are very much in favor with investors and it is viewed that the opportunity in these vintages of funds should should be very, very attractive.

Obviously, returning capital to our LP partners around the World is a critical component.

Our business, but I would say that.

Perhaps three things.

We are very fortunate.

The vast majority of our clients and partners around the world continue to increase their allocation to alternatives.

Our list of how much capital is being returned and then we're also very fortunate that the areas, where we raised the most capital are very much in favor with investors and it is viewed that the opportunity in these vintages of funds should should be very very attractive.

Last point to make is the vast majority of our investment strategies aren't overly reliant on leveraged loans or leverage capital markets in order to execute and I would say all of that it's always important to return capital to your clients. That's a big part of what we do but I will. I'd say that all three of those dynamics have. It's somewhat insulated us from some of the broader concerns in the space, but all that being said we've had a very active. <unk> for monetization, thus far year to date, and we continue to see that going forward given that the areas, where we are most active theres still an intense bid for high quality assets. So long way to say returning capital is important but I would say our franchise and our diversity.

The last point to make is the vast majority of our investment strategies aren't overly reliant on leveraged loans or leveraged capital markets in order to execute. And I would say all of that, it's always important to return capital to your clients, that's a big part of what we do. But I would say that all three of those dynamics have--it somewhat insulated us from some of the broader concerns in the space. But all that being said, we've had a very active period for monetization thus far, year-to-date, and we continue to see that going forward. Given that the areas where we are most active, there's still an intense bid for high quality assets.

I'd say that all three of those dynamics have.

It's somewhat insulated us from some of the broader concerns in the space, but all that being said we've had a very active.

<unk> for monetization, thus far year to date, and we continue to see that going forward given that the areas, where we are most active theres still an intense bid for high quality assets. So long way to say returning capital is important but I would say our franchise and our diversity.

So, long way to say, returning capital is important but I would say our franchise and our diversity of fundraising does somewhat insulate us from some of the headwinds that perhaps you're reading about in the headlines.

Our fund raising does somewhat insulate us.

From some of the headwinds that perhaps youre reading about in the headlines.

Sohrab Movahedi - Managing Director a Financials Research, BMO Capital Markets: Okay. Thank you for taking my questions.

Okay.

Operator: Thank you. Our next question comes from the line of Craig Siegenthaler with Bank of America. Your line is now open.

Our next question comes from the line of Craig Siegenthaler with Bank of America. Your line is now open.

Craig Siegenthaler - Managing Director, Bank of America: Hey, good morning everyone. So we have a follow up on Alex's question on the 2024 fundraising backdrop. Do you expect to have an infra six first close next year or you plan to market it next year and probably have a first close in 2025? And also are there any large insurance wins that are expected at this point in 2024?

Do you expect to have an interest six first close next year.

Plan to market. It next year and probably have a first close in 2025 and also are there any large insurance wins that are expected at this point just 24.

Sure. So, Craig, perhaps the way we would answer that is, we are very fortunate that across a number of our flagship strategies, we are significantly invested. In particular, across the flagship infrastructure strategy, we're approximately 40% deployed at this point. Where does that [inaudible] us in terms of when we will next be back into the market? That will depend on deployment, the remainder of this year and early into next. I think it's probably too early to call what the specific timing of that will be. And then in terms of insurance The key things we're focused on is obviously our. Strong affiliate partner Brookfield reinsurance is working on closing the two large transactions they've announced Argo and ADL Argo. We are hopeful will close imminently and <unk> continues to make great progress and it should hopefully get signed up. Relatively close to the end of the year, but here anything to add.

Sure. So, Craig, perhaps the way we would answer that is, we are very fortunate that across a number of our flagship strategies, we are significantly invested. In particular, across the flagship infrastructure strategy, we're approximately 40% deployed at this point. Where does that [inaudible] us in terms of when we will next be back into the market? That will depend on deployment, the remainder of this year and early into next. I think it's probably too early to call what the specific timing of that will be. And then in terms of insurance, the key things we're focused on is obviously our strong affiliate partner. Brookfield Reinsurance is working on closing the two large transactions they've announced, Argo and AEL. Argo, we are hopeful we'll close imminently and AEL continues to make great progress and it should hopefully get signed up relatively close to the end of the year. Bahir, anything to add?

Connor Teskey - President, Brookfield Asset Management: Sure. So, Craig, perhaps the way we would answer that is, we are very fortunate that across a number of our flagship strategies, we are significantly invested. In particular, across the flagship infrastructure strategy, we're approximately 40% deployed at this point. Where does that [inaudible] us in terms of when we will next be back into the market? That will depend on deployment, the remainder of this year and early into next. I think it's probably too early to call what the specific timing of that will be.

Craig perhaps the way we would answer that is we are very fortunate that across a number of our flagship strategies, we are significantly invested.

In particular across the flagship infrastructure strategy, where approximately 40% deployed at this point.

Where does that thus in terms of when we will next be back into the market that will depend on deployment. The remainder of this year and early into next I think it's probably too early to call. What the specific timing of that will be and then in terms of.

And then in terms of insurance, the key things we're focused on is obviously our strong affiliate partner. Brookfield Reinsurance is working on closing the two large transactions they've announced, Argo and AEL. Argo, we are hopeful we'll close imminently and AEL continues to make great progress and it should hopefully get signed up relatively close to the end of the year. Bahir, anything to add?

Insurance.

The key things we're focused on is obviously our. Strong affiliate partner Brookfield reinsurance is working on closing the two large transactions they've announced Argo and ADL Argo. We are hopeful will close imminently and <unk> continues to make great progress and it should hopefully get signed up. Relatively close to the end of the year, but here anything to add.

Strong affiliate partner Brookfield reinsurance is working on closing the two large transactions they've announced Argo and ADL Argo. We are hopeful will close imminently and <unk> continues to make great progress and it should hopefully get signed up.

reinsurance is working on closing the two large transactions they've announced Argo and ADL Argo. We are hopeful will close imminently and <unk> continues to make great progress and it should hopefully get signed up. Relatively close to the end of the year, but here anything to add.

Relatively close to the end of the year, but here anything to add.

Bahir Manios - CFO, Brookfield Asset Management: Yes, sure Connor. Maybe I'll just, Craig, add just a small remark on insurance. Now that we have the platform that we have, especially in the US with American National and AEL; in addition to a small business that we have in Canada, a business, perhaps, that we start in the UK et cetera--we expect to write just day in and day out or deliver on organic growth of anywhere between $15 billion to $20 billion a year. So, without doing any large scale M&A, that could be the level of insurance assets that we get under management each year just now that we have the platform that we have today.

Just a small remark on insurance now that we have.

The platform that we did.

We havent, especially in the U S with American National <unk>.

In addition to <unk>.

Small business that we have in Canada business, perhaps that we start in the UK et cetera.

We expect to write just.

Day in day out or <unk>.

To deliver on organic growth of anywhere between $15 billion to $20 billion a year, so without doing any large scale M&A that could be the level of insurance.

Assets that we get under management each year, just now that we have the platform.

That we have today.

Craig Siegenthaler - Managing Director, Bank of America: Great. Thanks, Bahir. Just as my follow up on M&A, two-part question here. When did you change your strategy in terms of using BAM capital for M&A versus another source like BM? And the second point of that is, I heard you referenced $3 billion of cash. I think if you look at your press release page five, $3 billion is exactly what you have so I'm just wondering what's the level of base capital you have to leave the company at all times for working in regulatory capital needs inside of that [inaudible]?

Two kind of two part question here.

When did you change your strategy in terms of using Bam Bam capital for M&A versus another source like BMS.

And the second point of that is I heard you referenced 3 billion of cash I think if you look at your press release page five 3 billion is exactly what you have so I'm just wondering what's the level of base capital.

Have to leave the company at all times for working in regulatory capital needs inside of that.

Connor Teskey - President, Brookfield Asset Management: Sure, Craig. So I would say one of the motivations around the spin out almost a year ago now, was to give Brookfield Asset Management a best in class currency to facilitate M&A when it was attractive to do so. Looking back with the benefit of hindsight almost 12 months later, the spin out of the manager into its own segregated entity has been great in terms of seeing opportunities and monitoring opportunities to pursue inorganic growth for the business. And I would say, we've been relatively active in pursuing and monitoring those opportunities, but being selective at the same time.

Motivations around the spin out almost a year ago now was to give Brookfield asset management, a best in class currency to facilitate <unk>.

M&A when it was attractive to do so.

<unk>.

Looking back with the benefit of hindsight almost 12 months later.

It's been out of the manager into its own segregated entity has been great in terms of seeing opportunities and monitoring opportunities to pursue inorganic growth for the business.

And I would say, we've been relatively active in pursuing and monitoring those opportunities, but being selective at the same time.

And then in terms of just the capital and the capital available for growth. We obviously are a highly cash generative business and therefore, we do have that capital on our balance sheet to grow our business, either through seeding new strategies that we intend to grow ourselves or through strategic M&A. But the reality of it is, our business is self-funding. So I would say that the entirety of that $3 billion of capital is available to us pus more, given the debt capacity within the business, should the right opportunity come along.

Just the capital and the capital available for growth. We obviously are a highly cash generative business and therefore, we do have that capital on our balance sheet to grow our business either through seeding new strategies that we intend to grow ourselves or through strategic M&A.

But the reality of it is our business is self funding. So I would say that the entirety of that $3 billion of capital is available to us.

Plus more given the debt capacity within the business should the right opportunity come along.

Craig Siegenthaler - Managing Director, Bank of America: Thank you.

Operator: Thank you. Our next question comes from the line of Brian Bedell with Deutsche Bank. Your line is now open.

Our next question comes from the line of Brian Bedell with Deutsche Bank. Your line is now open.

Brian Bedell - Director, Deutsche Bank: Great, thanks. Good morning folks, thanks for taking my questions. Maybe first one on global transition to--I think in the shareholder letter you said you've already got, I think, it's $1.5 billion committed to deploy and that fund's, if you could correct me, if that's correct. And just, more broadly speaking, how do you think about the deployment opportunities for transition versus say infrastructure, which is probably your second most rapid deployable large-scale flagship fund, just over the long term. And then the investor base that is allocating to transition, do you see that growing significantly in terms of the percentage allocation from LPs, dedicating specifically to transition over the long-term?

On global transition to I think in the shareholder letter you said, you've already got I think it's $1 5 billion committed to deploy.

That funds if you could correct me if that's correct.

And just.

More broadly speaking how do you think about the deployment opportunities for transition versus.

Versus say infrastructure, which is probably your.

Second most rapid.

Deployable.

Large scale flagship fund just over the long term and then the <unk>.

Bester base that is.

And then the investor base that is allocating to transition, do you see that growing significantly in terms of the percentage allocation from LPs, dedicating specifically to transition over the long-term?

Allocating to transition do you see that.

That growing significantly in terms of the percentage allocation from Lps, dedicating specifically to transition over the long term.

Connor Teskey - President, Brookfield Asset Management: Yes, certainly. So a bit to unpack there. First and foremost, yes, you are correct. The second vintage of our transition fund has announced two transactions that will act as the first two investments in the seed portfolio for BGTF II and those transactions do total about $1.5 billion. So all of that's correct, as you stated. In terms of the environment for transition investing--and I'll say, equivalently, the environment for infrastructure investing, it is very, very robust.

First and foremost, yes, you are correct.

The second vintage of our transition fund has announced two transactions that will act as.

The first two investments in the seed portfolio for BG Etfs too and those transactions do total about $1 $5 billion. So all of that correct as you stated.

In terms of the environment.

For transition investing.

And I'll say equivalent Lee the environment for infrastructure investing it is very very robust.

Right now you are seeing one of the greatest capital needs in memory, to build out data centers, to build out renewable power and quite frankly, that is happening at a time where capital is becoming increasingly scarce for some market participants and some developers of those assets. So that creates a great opportunity for us, both on the infrastructure side and on that transition side, to be not only a capital provider, but an operating partner to those businesses. And I would say, on behalf of both our infrastructure and our transition platforms, he market opportunity set today is larger today than it's ever been before--while at the same time, probably being as attractive as it's been in recent memory.

One of the greatest capital needs in memory to build out data centers to build out renewable power.

And and quite frankly that is happening at a time, where capital is becoming increasingly scarce for some market participants and some developers of those assets. So that creates a great opportunity for us both on the infrastructure side and on that transition side to be not only a.

Capital provider, but an operating partner to those businesses and I would say.

And I would say, on behalf of both our infrastructure and our transition platforms, he market opportunity set today is larger today than it's ever been before--while at the same time, probably being as attractive as it's been in recent memory.

On behalf of both our infrastructure and our transition platforms. The market opportunity set today is larger today than it's ever been before while at the same time, probably being as attractive as it's been in recent memory.

And then lastly, to your last point just around the investor base. As we begin to think about BGTF II, it's significantly larger this time. And I would say, there's really two things that have changed versus our first vintage which we launched in 2021. I know 2021 is not that long ago, but the world has moved very, very quickly. And since 2021, many more institutional investors around the world either have carved out a decarbonization or transition-investing bucket or at least at a minimum firmly decided where that investment strategy fits within their portfolio and therefore, they are much more willing and able to allocate capital to these strategies. The second thing that has happened.

As we begin to think about <unk>.

It's significantly larger this time and I would say there is really two things that have changed versus our first vintage, which we launched in 2021.

I know 2021 is not that long ago, but the world has moved very very quickly.

Since 2021, many more institutional investors around the world either have carved out a decarbonization or transition investing bucket.

Or at least at a minimum firmly decided where that investment strategy fits within their portfolio and therefore, they are much more willing and able to allocate capital to these strategies. The second thing that has happened.

The second thing that has happened in call in the last three years, is the market opportunity set for these investments has significantly grown. And all investors, regardless of their decarbonization objectives, are simply seeing one of the largest festival universes at very attractive risk-adjusted returns and that's driving enhanced capital flows into the space versus what we saw two or three years ago. So, I would say on the transition side, not only is the investor spectrum widening, it's growing in terms of size of commitment as well.

In call. It the last three years is the market opportunity set for these investments has significantly grown and all investors regardless of their decarbonization objectives are simply seeing one of the largest festival universes at very attractive risk adjusted.

Returns and Thats driving enhanced.

Capital flows into the space versus what we saw two or three years ago. So I would say on the transition side not only is the invest in vector investor spectrum widening.

It's growing in terms of size of commitment as well.

Brian Bedell - Director, Deutsche Bank: That's super helpful. And then just a follow up, maybe if you can give us an update on democratized products, retail-focused products. We've obviously talked a lot about flagships and the very strong fundraising momentum there but as you think about 2024 and developing these products, I guess, just maybe sort of your thought on the timeline given the lag typically have of getting them on platforms and also maybe some perspective on the risk appetite right now, from the retail perspective.

Democratize products your retail focused products, we've obviously talked a lot about flagships and the very strong fundraising momentum there, but as you think about 2024 and developing these products.

I guess, just maybe sort of your thought on the timeline.

Given.

The lag typically have of getting them on platforms and also.

Give you some perspective on the risk appetite right now from a retail perspective.

Connor Teskey - President, Brookfield Asset Management: Certainly. So I would say in terms of growing our retail presence, we've spoken about this in the in the past. We do think it is a significant opportunity for us but one that we are going to grow and tackle in a very prudent manner. And today we have a number of products targeted more at high net worth or retail investors and while those are modest in terms of the scale of our business today, they are growing very rapidly.

Our products targeted more at high net worth or retail investors and while those are modest in terms of the scale of our business today. They are growing very rapidly.

Our [inaudible] franchise, Brookfield Oaktree Wealth Solutions, continues to expand meaningfully. And the other one that we would highlight, just drawing on the broader strength we've seen across infrastructure investing, is our BII--Brookfield Infrastructure Income Fund--platform has seen significant growth throughout this year and continues to get loaded on new platforms in different regions around the world. So we would expect that platform to continue to accelerate and probably really hit its stride in 2024.

<unk> has seen significant growth throughout this year and continues to get loaded on new platforms in different regions around the world. So we would expect that platform to continue to accelerate and probably really hit its stride in 2024.

Brian Bedell - Director, Deutsche Bank: Great. Thank you so much.

Operator: Thank you. Our next question comes from the line of Ken Worthington with JP Morgan. Your line is now open.

Our next question comes from the line of Ken Worthington with Jpmorgan. Your line is now open.

Kenneth Worthington - JPMorgan Chase & Co, Research Division: Hi. Good morning, thanks for taking the question. In the letter this quarter, you commented that peaking interest rates bode well for transaction activity. Are there geographies or asset classes that you expect more robust activity levels as we look to 2024? And I assume that this means a better investing environment but are there are also parts of your business where you expect to see better realization opportunities as well?

In the letter this quarter, you commented that peaking interest rates bode well for transaction activity are there geographies or asset classes that you expect more robust activity levels as we look to 2024 and I assume that this means a better investing environment, but there are also parts of your business, where you see.

Where you expect to see better realization opportunities as well.

Okay.

Thanks, Ken. Apologies for being redundant, but a position that we've had for, I think a number of quarters now, is interest rates are higher than they've been in the past. But they are not exceptionally high by historical standards. They're very much in a range that is very constructive for our business, both for deployment through M&A, development of new assets and for monetization activity. But what we really needed in order to facilitate a more constructive transaction environment is we needed rates to stop going up. And that is certainly what's happening around the world today. As Bruce mentioned in his opening remarks, interest rates do seem to have crested. Governments around the world have done a great job in terms of taking the hard measures in order to get inflation under control. And therefore, we do see a much more constructive environment for transactions going forward. In terms of where we're going to see that transaction activity, I would say, it's very broad-based.

Connor Teskey - President, Brookfield Asset Management: Thanks, Ken. Apologies for being redundant, but a position that we've had for, I think a number of quarters now, is interest rates are higher than they've been in the past. But they are not exceptionally high by historical standards. They're very much in a range that is very constructive for our business, both for deployment through M&A, development of new assets and for monetization activity. But what we really needed in order to facilitate a more constructive transaction environment is we needed rates to stop going up. And that is certainly what's happening around the world today.

Okay.

Apologies for being redundant, but a position that we've had for I think a number of quarters now is.

Interest rates are higher than they've been in the past, but they are not exceptionally high by historical standards. There theyre very much in a range that is very constructive for our business both for deployment develop deployment through M&A development.

Of new assets and through for monetization activity.

But what we really needed in order to facilitate a more constructive transaction environment is we needed rates to stop going up. And that is certainly what's happening around the world today. As Bruce mentioned in his opening remarks, interest rates do seem to have crested. Governments around the world have done a great job in terms of taking the hard measures in order to get inflation under control. And therefore, we do see a much more constructive environment for transactions going forward. In terms of where we're going to see that transaction activity, I would say, it's very broad-based.

As Bruce mentioned in his opening remarks, interest rates do seem to have crested. Governments around the world have done a great job in terms of taking the hard measures in order to get inflation under control. And therefore, we do see a much more constructive environment for transactions going forward. In terms of where we're going to see that transaction activity, I would say, it's very broad-based. This interest rate environment is incredibly constructive for, I would say, our infrastructure renewables and our infrastructure renewables transition platforms. But the three other points I would make is, the interest rates are elevated to where they have been in the past. And that means there is going to be an incredible opportunity for our credit products to refinance the wall of maturities that are coming. Secondly, with the plateauing of interest rates, we expect the liquidity to return to the real estate market both in terms of new investments at what is going to be very attractive value entry points as well as creating the opportunity for monetization activity of best in class assets.

And that is certainly what's happening around the world today as Bruce mentioned in his opening remarks interest rates do seem to have crested.

Governments around the world have done a great job in terms of taking the hard measures in order to get inflation under control.

And therefore, we do see a much more constructive environment for transactions going forward in terms of where we're going to see that transaction activity I would say, it's very broad based.

This interest rate environment is incredibly constructive for, I would say, our infrastructure renewables and our infrastructure renewables transition platforms. But the three other points I would make is, the interest rates are elevated to where they have been in the past. And that means there is going to be an incredible opportunity for our credit products to refinance the wall of maturities that are coming. Secondly, with the plateauing of interest rates, we expect the liquidity to return to the real estate market both in terms of new investments at what is going to be very attractive value entry points as well as creating the opportunity for monetization activity of best in class assets.

But the three other points I would make is, the interest rates are elevated to where they have been in the past. And that means there is going to be an incredible opportunity for our credit products to refinance the wall of maturities that are coming. Secondly, with the plateauing of interest rates, we expect the liquidity to return to the real estate market both in terms of new investments at what is going to be very attractive value entry points as well as creating the opportunity for monetization activity of best in class assets.

And.

Our infrastructure renewables and transitioned platforms, but the three other points I would make is the interest rates are elevated to where they have been in the past and that means there is going to be an incredible opportunity for our credit products to refinance the wall of maturities that are coming.

<unk> with the plateauing of interest rates, we expect the liquidity to return to the real estate market. Both in terms of new investments at what is going to be very attractive value entry points as well as creating the opportunity for monetization activity.

Best in class assets.

And then lastly, as markets continue to strengthen, we are going to see increasing liquidity in the leveraged loan market which should facilitate more transaction activity in our private equity platform. So I would broadly put it in those buckets, renewables and infrastructure. They work across all interest rate environments, we're going to see a tremendous opportunity in credit, in real estate and as the leveraged loan market recovers, it's going to be a great opportunity for our private equity business.

As markets continue to strengthen we are going to see increasing liquidity in the leveraged loan market, which should facilitate more transaction.

Activity in our private equity platform. So I would broadly put it in those buckets renewables and infrastructure. They work across all interest rate environments, we're going to see a tremendous opportunity in credit and real estate and as the leveraged loan market recovers.

It's going to be a great opportunity for our private equity business.

Kenneth Worthington - JPMorgan Chase & Co, Research Division: Great. Thank you there. And in the prepared remarks, you commented that 2024 would be an excellent year for dividend growth. I think with the spin out of BAM, the goal was to distribute the majority of the cash flows. How are you approaching the right dividend level for next year?

Hi, it's Bahir. I'll take a stab at that one. So, look, our stated target when we spun off the company, is to return 90% plus of the total distributable earnings that we generate in the business back to our owners. Predominantly through dividends, but also through stock buybacks. We've gone through the momentum that we have on the fundraising side with a path to getting somewhere close to $150 billion. I would note 80% of that is capital, where we make fees on committed capital versus on deployment, so with a lot of visibility on that, in addition to the remarks I made earlier around margins and having that expand going into next year. We believe that 2024 could be a step change year with respect to growth from an FRE and distributable earnings perspective. And so based on that.

Bahir Manios - CFO, Brookfield Asset Management: Hi, it's Bahir. I'll take a stab at that one. So, look, our stated target when we spun off the company, is to return 90% plus of the total distributable earnings that we generate in the business back to our owners. Predominantly through dividends, but also through stock buybacks. We've gone through the momentum that we have on the fundraising side with a path to getting somewhere close to $150 billion. I would note 80% of that is capital, where we make fees on committed capital versus on deployment, so with a lot of visibility on that, in addition to the remarks I made earlier around margins and having that expand going into next year.

Our stated target.

When we spun off the company has to return.

90% plus of the total distributable earnings that we generate in the business back to our owners.

Dominantly through dividends, but also through <unk>.

Stock buybacks.

Look we've gone through.

The momentum that we have on the fundraising side with a path to getting somewhere close to $150 billion I would note 80% of that.

Is capital, where we make fees on committed capital versus on deployment, so with a lot of visibility on that in addition to.

Yeah.

The remarks, I made earlier around margins and having that expand.

<unk> into next year, we believe that 2024 could be a step change year with respect to.

We believe that 2024 could be a step change year with respect to growth from an FRE and distributable earnings perspective. And so based on that, you can deduce that the dividend growth for next year could be quite sizable but we'll get that all approved at our February board meeting and announce it with our February results.

Growth from an FRE and distributable earnings perspective, and so based on that.

And so based on that. You can deduce that the dividend growth for next year. It could be quite sizable but. And we will get that all approved. At our February Board meeting and announce it with our February results.

No.

You can deduce that the dividend growth for next year.

It could be quite sizable but.

And we will get that all approved.

At our February Board meeting and announce it with our February results.

Kenneth Worthington - JPMorgan Chase & Co, Research Division: Great. Thank you very much.

Bahir Manios - CFO, Brookfield Asset Management: You're welcome.

Operator: Thank you. Our next question comes from the line of Nik Priebe with CIBC World Markets. Your line is now open.

Nik Priebe - Equity Research Analyst, CIBC Capital Markets: Okay, thanks. Maybe as a follow on to that last response on operating leverage. You've been essentially holding the line on expenses for a few quarters now, how would you guide us to think about expense growth looking out into 2024? I'm just trying to size the magnitude of the margin expansion opportunity with some of these chunkier fund closings starting to accrue fees towards the end of this year.

Okay. Thanks, maybe as a follow on to that last response.

Operating leverage.

<unk> been essentially holding the line on expenses for a few quarters now how would you guide us to think about expense growth looking out into 2024, I'm just trying to size the magnitude of the margin expansion opportunity with some of these chunkier fund closings starting to accrue fees towards the end of this year.

Good morning, Nik, it's Bahir again. So I think our expenses year-to-date are up somewhere around 13% to 14%. And because our fundraising this year was more, as you know, more backend loaded, our revenue increase has been much smaller than that. I think 2024 is going to be the exact flip. First, while I don't have a certain percentage to guide you to, I can-- we feel pretty good that our growth in expenses next year should be much lower than what it was in 2023 now that a lot of the material investment on the people side is already behind us and as I highlighted at our Investor Day back in September. So the expense growth is going to be much lower.

Bahir Manios - CFO, Brookfield Asset Management: Good morning, Nik, it's Bahir again. So I think our expenses year-to-date are up somewhere around 13% to 14%. And because our fundraising this year was more, as you know, more backend loaded, our revenue increase has been much smaller than that. I think 2024 is going to be the exact flip. First, while I don't have a certain percentage to guide you to, I can-- we feel pretty good that our growth in expenses next year should be much lower than what it was in 2023 now that a lot of the material investment on the people side is already behind us and as I highlighted at our Investor Day back in September.

Here again.

So I think I think our expenses.

Year to date are up somewhere I think around 13.

To 14% and because our fund raising this year was more as you know more backend loaded.

Our revenues our revenue increase has been much smaller than that I think 2024 is going to be exact flip first.

While I don't have a certain percentage to guide you too.

I can.

We feel pretty good that our growth in expenses next year.

Should be much lower than what it was in 2023 now that a lot of the material investment on the people side is already behind us and as I highlighted at our Investor day.

Back in September so the expense growth is going to be much lower.

So the expense growth is going to be much lower. A lot of the fundraising would've been done already so you're going to have that revenue growth pick up with a much slower expense growth. So there should be--the impact on operating leverage next year could be quite sizable.

A lot of the fundraising would've been done already so you're going to have that revenue growth pick up with a much slower.

Expense.

Expense growth and so there should be the impact on operating leverage next year could be quite sizable.

Nik Priebe - Equity Research Analyst, CIBC Capital Markets: Okay, fair enough. And then just in light of some of the comments on the private credit franchise, I just wanted to get your thoughts on how the product lineup might evolve over time to accommodate a step change in the scale of the insurance business. Do you see potential for inorganic growth as a means to further broaden out that suite of capabilities? Just wondering if there are any obvious gaps in the product lineup that you might look to address in private credit, specifically.

Do you see potential for inorganic growth as a means to further broaden out that suite of capabilities. Just wondering if there are any obvious gaps in the product lineup that you might look to address it.

Divot credit specifically.

Certainly so I would make two comments there. Today, our partners at Oaktree or the Premier credit franchise around the world and while they are have a 30 year history in opportunistic credit they have a multi decade history and other forms of credit, notably performing credit. Loans. Sure. Ed. Other strategies as well and perhaps what's most understated in that long history is there ability to develop and build new strategies when the market opportunity presents itself so similar to us. If there is an opportunity where we can acquire a capability and it makes more sense to buy versus build. We will work with our partners at Oaktree and consider that but I would say similar to what we see in our infrastructure our real estate franchises. When you have such a capable franchise as oak tree many times, it's easier to build those capabilities organically.

Connor Teskey - President, Brookfield Asset Management: Certainly. So I would make two comments there. Today, our partners at Oaktree are the premiere credit franchise around the world. And while they have a 30-year history in opportunistic credit, they have a multi-decade history in other forms of credit, notably performing credit, loans, other strategies as well. And perhaps what's most understated in that long history is their ability to develop and build new strategies when the market opportunity presents itself. So, similar to us, if there is an opportunity where we can acquire a capability and it makes more sense to buy versus build, we will work with our partners at Oaktree and consider that.

Today, our partners at Oaktree or the Premier credit franchise around the world and while they are have a 30 year history in opportunistic credit they have a multi decade history and other forms of credit, notably performing credit.

Loans.

Sure.

Ed.

Other strategies as well and perhaps what's most understated in that long history is there ability to develop and build new strategies when the market opportunity presents itself so similar to us.

If there is an opportunity where we can acquire a capability and it makes more sense to buy versus build. We will work with our partners at Oaktree and consider that but I would say similar to what we see in our infrastructure our real estate franchises. When you have such a capable franchise as oak tree many times, it's easier to build those capabilities organically.

But I would say similar to what we see in our infrastructure, our real estate franchises, when you have such a capable franchise as Oaktree--many times, it's easier to build those capabilities organically. But both options do remain open to us and given the broadening of the credit space and the different products that are available, different forms of asset, asset-backed lending, other forms of credit products--we will continue to look to broaden our product set but we would expect the majority of that growth to be organic.

We will work with our partners at Oaktree and consider that but I would say similar to what we see in our infrastructure our real estate franchises. When you have such a capable franchise as oak tree many times, it's easier to build those capabilities organically.

But both options do remain open to us and given the broadening of the credit space and the different products that are available different forms of asset, let bend asset lack asset backed lending. Other forms of credit products. We will continue to look to broaden. Our product set but we would expect the majority of that growth to be organic.

Other forms of credit products.

We will continue to look to broaden. Our product set but we would expect the majority of that growth to be organic.

Our product set but we would expect the majority of that growth to be organic.

Nik Priebe - Equity Research Analyst, CIBC Capital Markets: Okay. Thanks for taking my questions.

Operator: Thank you. Our next question comes from the line of Mario Saric with Scotiabank. Your line is now open.

Mario Saric - Managing Director Real Estate & REITs, Scotiabank: Hi, good afternoon. And two really quick ones from me, more of a more of a clarification on both. Just coming back to Sohrab's question on private fund distributions. Is there a quantum range of expectations for '24 that you're comfortable providing, taking into consideration the underlying market liquidity that you think will support the forecast deployment initiatives that you have? Or is it hard to say what that might be at this point?

Just coming back to Rob's question on private fund distributions.

<unk> is there or is there a clinic quantum range of expectations for 'twenty for that youre comfortable providing taking into consideration the underlying market liquidity.

School support.

Forecast deployment initiatives.

Or is it hard to hard to say what that might be.

At this point.

Connor Teskey - President, Brookfield Asset Management: I would say it's probably, I would perhaps answer that question two ways. It's probably hard to forecast exactly how much we expect to sell next year but I would perhaps draw a slightly different conclusion, that is to say that I would say that we feel very confident about our fund raising projections regardless of if we hit the high-end or the low-end of our expected monetization range.

I would say it's probably.

I would perhaps answer that question two ways, it's probably hard to forecast exactly how much.

We expect to sell next year, but I would perhaps draw a slightly different conclusion.

That is to say that I would say that we feel very confident about our fund raising projections.

Regardless of if we hit the high end or the low end of.

Our expected monetization range.

Trying to put a pin in exactly how much capital we will return that's probably unrealistic at this point, but I would say we're comfortable returning a level of capital that will ensure that we're well-positioned to deliver on both our fundraising and our deployment targets next year.

Trying to put a pin in exactly how much capital we will return thats probably on.

Unrealistic at this point, but I would say we're comfortable returning.

Our level of capital that will ensure that we're well positioned to deliver on both our fund raising and our deployment targets next year.

Mario Saric - Managing Director Real Estate & REITs, Scotiabank: Okay. And then my second one, and I appreciate, Connor, you mentioned might be a little bit too early to talk about BIF VI as you mentioned the five is already 40% committed. I know that historically, you will look to start fund raising for a successor fund once you put a 70% to 75% kind of deployed committed area, which, if the thoughts on peak interest rates and transaction activity accelerating materialize, we wouldn't be too far off from that level presumably by the end of next year, early to mid-'25.

Thoughts on just interest rates and transaction activity accelerating materialize.

We wouldn't be too far off from that level, because one by the end of next year.

25.

So is that a very simplistic way of thinking of it? So when you hit some of these 75%, you would push forward with the next pending client demand or do you like to see a specific amount of time elapsed between the funds? So for example, if I look at slide 30 of the supplemental on the core plus and facade, the vintage years are booked three years spread out apart. Is it more of a time thing or simply hitting 70%, 75% in fixed client demand, you'll [inaudible]?

The funds. So for example, if I look at slide 30.

The supplemental.

On the call close in facade vintages are booked three years spread on the court.

More of a timing thing or simply in terms of some 5% with client demand.

Mario, your approach is not far off. I would say, we take great pride in ensuring we do our jobs well and deploy that capital prudently but take advantage--deploy the capital prudently, but capitalize on the opportunities that are available in the market during the investment period of a fund. So we do not get overly fussed if a fund comes back to market a little quicker because there were great opportunities to deploy the capital. Or similarly, we don't get too fussed if a fund comes back to market slightly slower because there weren't great opportunities to deploy the capital. So it is much more predicated on the deployment levels in the previous vintage. The only thing I would say is, is your rough thresholds are bang on. They're very accurate, but they are not absolute guidelines. We take into account how much capital has been deployed, as well as what is the ongoing pipeline for those funds, such that we're only raising capital that can--for the next vintage--that can be readily deployed for those clients and those partners quickly after they've committed it. So, your metrics are right, your thinking is bang on, the only thing I would add is we also take into account the pipeline of investments as well as in terms of deciding when to go with the next vintage.

Connor Teskey - President, Brookfield Asset Management: Mario, your approach is not far off. I would say, we take great pride in ensuring we do our jobs well and deploy that capital prudently but take advantage--deploy the capital prudently, but capitalize on the opportunities that are available in the market during the investment period of a fund. So we do not get overly fussed if a fund comes back to market a little quicker because there were great opportunities to deploy the capital. Or similarly, we don't get too fussed if a fund comes back to market slightly slower because there weren't great opportunities to deploy the capital.

Mario your approach. Not far off. I would say.

Not far off.

I would say.

We take great pride in ensuring we do our jobs, well and deploy that capital prudently, but take advantage.

[noise] deploy the capital prudently, but capitalize on the opportunities that are available in the market during the investment period of our fund. So so we do not get overly fussed.

Fund that comes back to market.

Little quicker because there were great opportunities to deploy the capital or similarly, we don't get too fast if a fund comes back to market slightly slower.

Because there werent great opportunities to deploy the capital.

So it is much more predicated on the deployment levels in the previous vintage. The only thing I would say is, is your rough thresholds are bang on. They're very accurate, but they are not absolute guidelines. We take into account how much capital has been deployed, as well as what is the ongoing pipeline for those funds, such that we're only raising capital that can--for the next vintage--that can be readily deployed for those clients and those partners quickly after they've committed it. So, your metrics are right, your thinking is bang on, the only thing I would add is we also take into account the pipeline of investments as well as in terms of deciding when to go with the next vintage.

So it is.

Much more predicated on.

The deployment levels in the previous vintage the only thing I would say is is your rough thresholds are bang on their very accurate, but they are not absolute guidelines.

Take into account how much capital has been deployed as well as what is the ongoing pipeline.

For those funds and such that we're only raising capital that can for the next vintage that can be readily deployed for.

For those clients and those partners.

So, your metrics are right, your thinking is bang on, the only thing I would add is we also take into account the pipeline of investments as well as in terms of deciding when to go with the next vintage.

Quickly after they've committed it so your metrics are right Youre thinking is bang on the only thing I would add is we.

We also take into account the pipeline of investments as well as in terms of deciding when to go with the next vintage.

Mario Saric - Managing Director Real Estate & REITs, Scotiabank: Okay. Thank you for the color.

Thank you for the color.

Operator: Thank you. This concludes the question and answer session. I would now like to turn the call over to Jason Fooks for closing remarks.

Jason Fooks - Senior Vice President, Investor Relations, Brookfield Asset Management: Okay, great. We appreciate all of the interest and if you have any additional questions on today's release, please feel free to contact me directly. Thank you everyone for joining us.

Operator: This concludes today's conference call. Thank you for participating and you may now disconnect.

Okay. Okay. Yeah. Sure. Okay. Okay.

Okay.

Yeah.

Sure.

Okay.

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