UNITED STATES
                                   SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549


     DI VI SION OF
  CORPORATI ON FI NANCE


                                                                May 21, 2019

    Justin B. Beber
    Managing Partner, Chief Legal Officer
    Brookfield Asset Management Inc.
    181 Bay Street, Suite 300, P.O. Box 762
    Toronto, Ontario
    Canada M5J 2T3

    Todd E. Molz
    General Counsel and Chief Administrative Officer
    Oaktree Capital Group, LLC
    333 South Grand Avenue, 28th Floor
    Los Angeles, CA 90071

             Re:     Oaktree Capital Group, LLC
                     Schedule 13E-3 filed by Oaktree Capital Group, LLC, et al.
                     Filed on May 9, 2019
                     File No. 005-86807

    Dear Messrs. Beber and Molz,

            We have reviewed the above-captioned filing, and have the following
comments. Some
    of our comments may ask for additional information so that we may better
understand the
    disclosure.

           Please respond to this letter by amending the filing and/or by
providing the requested
    information. After reviewing any amendment to this filing and any
information provided in
    response to these comments, we may have additional comments.

            If you do not believe our comments apply to your facts and
circumstances, and/or do not
    believe an amendment is appropriate, please tell us why in a written
response.

    Schedule 13E-3
1. Rule 13e-3(e)(1)(ii), by its terms, imposes an obligation to place the
required Special Factors
   disclosure "in the front of the disclosure document." The required
disclosure for the instant
   transaction begins at page 32 of the associated Form F-4. Please revise or
advise.
2. The "consent deadline," as defined in the Notice of Solicitation of Written
Consent, has yet to be
   established. Please confirm, if true, that the disclosure required by Rule
13e-3(e) and located in
   the associated prospectus will be distributed to security holders at least
20 business days before
   the consents are used to effectuate the transaction. See Instruction 3 to
Note D of Schedule 14A.
    Justin B. Beber
   Todd E. Molz
   May 21, 2019
   Page 2

   Item 1. Summary Term Sheet
3. Disclosures from the Questions and Answers section of the prospectus within
the associated
   Form F-4 have been incorporated by reference. These disclosures first appear
at page 22.
   Please advise us, with a view toward revised disclosure, why this placement
is not inconsistent
   with the requirement to have the summary disclosure appear in the forepart
of the disclosure
   document. Please see Instruction 2 to Item 1001 of Regulation M-A. To the
extent this
   information has been voluntarily incorporated by reference, please revise to
remove the
   implication that the filing persons may fulfill their codified obligation by
placing required
   disclosure in a location that begins on a page other than the first or
second page.
   Item 7. Purposes, Alternatives, Reasons and Effects
4. Advise us, with a view towards revised disclosure, how Oaktree Capital
Group, LLC, fulfilled its
   obligation to comply with Item 1013(a) of Regulation M-A given the
definitions of Oaktree GP
   and OCGH filing parties. The disclosure incorporated by reference does not
appear to have
   included an express statement regarding transaction purpose.
   Item 8. Fairness of the Transaction

5. Please advise us how Oaktree, as distinguished from its Board, fulfilled its
disclosure obligation
   under Item 1014(b) of Regulation M-A.
6. While the Special Committee considered historical and recent trading ranges
of the Oaktree class
   A units, its consideration of this factor is not tantamount to Oaktree
having considered the same
   factors. Unless Oaktree considered these factors independently from the
Special Committee,
   please revise to have Oaktree expressly adopt the analyses of the Special
Committee that
   considered these factors. Please also revise to indicate, if true, that
specific going concern, net
   book, and liquidation values were not calculated or considered by Oaktree
when making its
   fairness determination. Refer to Instruction 2(iv) of Item 1014 of
Regulation M-A and Questions
   and Answers 20-21 in Exchange Act Release 17719 (April 13, 1981). Refer to
General
   Instruction E of Schedule 13E-3. Alternatively, please similarly direct us
to the disclosure that
   indicates Oaktree adopted the analyses of another person with respect to
these factors.
7. We note the Oaktree Board unanimously approved the transaction.
Notwithstanding that
   disclosure, please advise us, with a view towards revised disclosure, how
compliance with Item
   1014(c), (d) and (e) of Regulation M-A has been effectuated by Oaktree.
Please note that an
   affirmative response to this disclosure requirement must be provided, even
if the response is in
   the negative. Refer to General Instruction E of Schedule 13E-3. The
disclosure provided by the
   Brookfield merger parties cannot satisfy Oaktree's independent disclosure
obligation.
8. We note that none of the OCGH filing parties has performed, or engaged a
financial advisor to
   perform, any valuation or other analyses for the purposes of assessing the
fairness of the mergers
   to the Oaktree unaffiliated unitholders. Notwithstanding this disclosure,
please advise us how
   compliance with Item 1014(c), (d) and (e) of Regulation M-A has been
effectuated by OCGH
   filing parties. Please note that an affirmative response to these
requirements must be provided,
   even if the response is in the negative. See General Instruction E of
Schedule 13E-3. The
   disclosure provided by the Brookfield merger parties cannot satisfy
Oaktree's obligation.
    Justin B. Beber
   Todd E. Molz
   May 21, 2019
   Page 3

   Item 10. Source and Amounts of Funds or Other Consideration
9. The information incorporated by reference with respect to "Fees and
Expenses" at page 107 of
   the associated prospectus provides a general indication of the expenses to
be incurred in
   connection with the impending transaction. Item 1007(c) of Regulation M-A,
however, requires
   disclosure of a "reasonably itemized statement of all expenses incurred..."
and then separately
   sets forth a list of expense types. At present, the fee tables provided
aggregate "financial, legal,
   accounting and tax advisory fees and expenses" while also giving no express
indication of what
   constitutes a "Miscellaneous" expense. Please revise to disaggregate the
expenses listed in the
   first entry of each respective table and provide a description of the types
of expenses considered
   "Miscellaneous," or advise.

   Item 13. Financial Statements
10. Because financial information has been incorporated by reference into Item
13 of Schedule 13E-
    3, an express reference must be made to a document that contains the
required information and
    the document from which the information has been so incorporated must be
filed as an exhibit
    under Item 16. Refer to General Instruction F of Schedule 13E-3. The
reference to "a copy" in
    that instruction relates to the submission of a "paper copy" and does not
obviate the need to add
    the source of the information so incorporated as an exhibit.
11. Please advise us why the presentation titled "Selected Historical
Consolidated Financial
    Information of Oaktree" conforms to the disclosure standards other than
those applicable under
    Item 1010(c) of Regulation M-A. For example, no distinction has been drawn
between current
    or non-current assets or liabilities as required under Item 1010(c)(1) of
Regulation M-A. To the
    extent the financial information required by Item 1010(a) and (b) of
Regulation M-A continues
    to be incorporated by reference into the Schedule 13E-3, these required
disclosures must be
    summarized in accordance with Item 1010(c) in the prospectus. See
Instruction 1 to Item 13 of
    Schedule 13E-3. Please revise to comply with Item 1010(c) of Regulation
M-A, or confirm for
    us that any and all required disclosures required by Item 1010(a) and (b)
will be printed as
    disclosure content and delivered to security holders via the associated
prospectus.

            We remind you that the filing persons are responsible for the
accuracy and adequacy of
   their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

            You may contact me at (202) 551-3266 with any questions.


                                                                 Sincerely,

                                                                 /s/ Nicholas
P. Panos

                                                                 Nicholas P.
Panos
                                                                 Senior Special
Counsel
                                                                 Office of
Mergers & Acquisitions
 Justin B. Beber
Todd E. Molz
May 21, 2019
Page 4


cc: Michael J. Aiello, Esq.
Matthew J. Gilroy, Esq.
Eoghan P. Keenan, Esq.
Elizabeth A. Cooper, Esq.
Benjamin P. Schaye, Esq.
Thomas A. Wuchenich, Esq.