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                               October 5, 2022

       Bruce Flatt
       Chief Executive Officer
       Brookfield Asset Management Ltd.
       EP 100, Brookfield Place, 181 Bay Street
       Toronto, Ontario, Canada M5J 2T3

                                                        Re: Brookfield Asset
Management Ltd.
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted September
21, 2022
                                                            CIK No. 0001937926

       Dear Bruce Flatt:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment 1 to Draft Registration Statement on Form F-1

       General

   1.                                                   We note recent news
publications describing your $30 billion funding partnership with
                                                        Intel to fund the cost
of building new chip-making facilities in Chandler, Arizona. If this
                                                        agreement is material
to your business, please describe it in the prospecuts and file it as an
                                                        exhibit or tell us why
you are not required to do so.
       Notice to the Investors, page 2

   2.                                                   Revise to clarify that
the financial information included in the prospectus has been
                                                        derived, if true, from
the "audited" balance sheet of Brookfield Asset Management Ltd.
                                                        as of July 4, 2022
together with accompanying notes thereto, and also from the "audited"
 Bruce Flatt
FirstName
Brookfield LastNameBruce  Flatt
            Asset Management Ltd.
Comapany
October     NameBrookfield Asset Management Ltd.
        5, 2022
October
Page 2 5, 2022 Page 2
FirstName LastName
         combined consolidated carve-out financial statements of Brookfield
Asset Management
         ULC, as at December 31, 2021 and December 31, 2020 and for the years
ended December
         31, 2021, December 31, 2020 and December 31, 2019, with the
accompanying notes
         thereto.
Corporate Structure, page 71

3.       We note your response to prior comment 8. Please revise your diagram
and related
         footnote disclosures on page 73 of the simplified corporate structure
of the Manager
         immediately following completion of the Arrangement and the Special
Distribution to
         disclose the following:
             Revise to disclose the details of the Manager's 0.7% issued and
outstanding Class A
              shares received by Brookfield Reinsurance shareholders, including
all entities
              involved.
             Revise to disclose if the Corporation is the current or former
parent to any entities,
              and provide a brief narrative for any change thereto.
Pro Forma Financial Information, page 75

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

         And, that immediately before Brookfield Reinsurance effects the
Special Distribution,
         Brookfield Asset Management Inc. (the    Corporation   ) intends to
implement a court
         approved plan of arrangement (the    Arrangement   ) where upon
completion of the
         Arrangement (i) the shareholders of the Corporation will become
shareholders of the
         Manager, which will acquire a 25% interest in the Corporations asset
management
         business, while retaining their shares of the Corporation. Please
address the following:
             Provide us with your accounting analysis of the Arrangement and
the Special
             Distribution to Brookfield Reinsurance under U.S. GAAP, including
by whom the
             Special Distribution will be affected. Refer to ASC 845-10-30;
paragraphs 12-13.
             Tell us and enhance your disclosures to clarify how the Special
Distribution to the
             shareholders of Brookfield Reinsurance of the Manager Class A
Shares is reflected in
             the Pro Forma statements, including if there could be an
accounting impact to the
             Manager depending on how the shareholders of Brookfield
Reinsurance elect the
             payment of Special Distribution as either a dividend or capital
reduction.
             Disaggregate Common Equity     Manager in the Pro Forma balance
sheet to present
 Bruce Flatt
Brookfield Asset Management Ltd.
October 5, 2022
Page 3
           the underlying individual equity accounts, such as Common Stock
Class A, Class B,
           Additional Paid in Capital and Retained Earnings to reflect the
impact of the
           accounting for the Arrangement and Special Distribution to the
Manager.
             Revise your Pro Forma Financial Statement headings to
parenthetically refer to
           "Brookfield Asset Management Ltd. (the Manager)," and also add
Manager to the
           resulting adjusted Pro Forma column heading.
             Revise to present the Manager financial statements as of July 4,
2022. Refer to Rule
           3-05(b)(2).
             Tell us your basis for including all of the accounts of Brookfield
Asset Management
           ULC (pro forma)(1) in the Pro Forma financial statements and
classifying the related
           adjustments to eliminate the 75% of the Asset Management Company to
be retained
           by Brookfield Asset Management ULC as Transaction Accounting
Adjustments
           when you define the Arrangement as the contribution by Brookfield
Asset
           Management Inc. of 25% interest in its asset management business in
exchange for
           shares of the Manager to the shareholders of the Corporation.

       You may contact Michelle Miller at 202-551-3368 or Bonnie Baynes at
202-551-4924 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tonya Aldave at 202-551-3601 or John Dana Brown at 202-551-3859 with
any other
questions.



                                                           Sincerely,
FirstName LastNameBruce Flatt
                                                           Division of
Corporation Finance
Comapany NameBrookfield Asset Management Ltd.
                                                           Office of Finance
October 5, 2022 Page 3
cc:       Mile Kurta, Esq.
FirstName LastName