BAM Insurance Advisor, a Delaware limited liability company, provides investment advisory services to
insurance, reinsurance and related clients, as well as to other institutional clients, including (i) insurance
and reinsurance companies that are owned by Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”
and the insurance and reinsurance companies collectively, the “Insurance Accounts”), (ii) third-party
insurance companies that hold assets backing liabilities reinsured or retroceded to Brookfield
Reinsurance by such insurance companies and are held in a modified coinsurance or funds withheld
account on such insurance company’s balance sheet and that have not been further retroceded by
Brookfield Reinsurance to any third party (“Cedent Accounts” and, together with the Insurance
Accounts, the “Brookfield Reinsurance Related Account Group”), and (iii) third-party institutional clients,
including pooled investment vehicles (the “Third-party Clients” and together with the Brookfield
Reinsurance Related Account Group, “Client Accounts”). BAM Insurance Advisor is a subsidiary of
Brookfield Asset Management ULC (“BAM”), which is the primary vehicle through which Brookfield
provides investment advisory and related services to Brookfield Accounts (as defined below). BAM is
owned 75% by Brookfield Corporation and 25% by Brookfield Asset Management Ltd., both publicly
traded corporations. BAM and its affiliates are collectively referred to herein as “Brookfield.”
Brookfield is a global alternative asset manager with significant assets under management and a long
history of owning, managing and operating assets, businesses and investment vehicles across various
industries, sectors, geographies, and strategies. Brookfield’s activities include, among others: (a)
investment and asset management; (b) sponsoring, offering and managing private and public investment
vehicles, including vehicles with proprietary and/or third-party capital, that invest in the global fixed
income, currency, commodity, equities, private equity and other markets; (c) managing and investing
insurance and reinsurance capital; (d) developing, constructing, owning, managing, operating and
servicing a diverse portfolio of real estate, renewable power, infrastructure, private equity, and other
companies and assets held by investment vehicles, including among others residential, commercial,
logistics, hospitality, storage and mixed-use real estate, data, transport, utilities, midstream, and other
infrastructure assets, hydro, wind, solar, distributed energy, sustainable solutions and other renewable
power and climate transition assets, and other businesses and assets that provide essential products and
services; (e) providing capital and financing solutions, including value-driven, opportunistic and bespoke
credit and financing structures, as well as financial advisory, business development and other financial
services to its investment vehicles and third-parties; and (f) other activities (collectively, “Brookfield
Activities”).
Brookfield provides investment advisory services through affiliates that are registered with the SEC as
investment advisers under the Advisers Act (collectively, the “Brookfield Advisers”). Each Brookfield
Adviser generally serves as investment adviser or sub adviser to Brookfield-sponsored public and private
investment vehicles managed on behalf of third-party investors and Brookfield proprietary accounts,
including the Client Accounts, private funds, publicly listed issuers, joint ventures, partnerships,
consortiums, separate accounts, co-investment vehicles, sidecar vehicles, region-, strategy-, and sector-
specific vehicles, and insurance companies (collectively with the Related-Party Investor (as defined
herein), “Brookfield Accounts”). References to Brookfield Accounts in this Brochure include both Client
Accounts as well as Brookfield Accounts in which Client Accounts invest.
Brookfield Asset Management Insurance Advisor LLC 2
BAM Insurance Advisor tailors the investment advisory services provided to each Client Account based
on the Client Account’s investment objectives, which differ from Client Account to Client Account, as set
out in the investment management agreements and/or other governing documents for such Client
Account (collectively, the “Governing Documents”). The terms of the Governing Documents may differ
from Client Account to Client Account, and clients could impose restrictions on certain types of
investments by a Client Account for tax, regulatory, or other reasons.
In managing Client Accounts’ investment programs, BAM Insurance Advisor makes or recommends
direct investments across a range of asset classes and investment types (“Direct Investments”), which
include, without limitation, investments in private and/or public securities, debt, loans, securitizations,
structured products, and other financial instruments and investments determined by BAM Insurance
Advisor to be suitable for their investment programs.
Additionally, BAM Insurance Advisor makes or recommends investments in other Brookfield Accounts
on behalf of its Client Accounts, including Brookfield Accounts that invest across a range of asset classes
(including infrastructure, real estate, renewable power and private equity) and/or investment types
(including credit instruments, debt instruments, loans, preferred securities, structured products, equity,
and other similar investment types).
A key element of BAM Insurance Advisor’s strategy is to seek to benefit from Brookfield’s broader
investment, operational and financial platform by leveraging Brookfield’s broader business platform’s
experience, expertise, reach, relationships, connectivity and positioning to enhance and optimize
investments, operations and other business activities across industries, sectors, geographies and
strategies, including in connection with the sourcing of investment opportunities and deal flow, financial
resources, access to capital markets and operating needs. Brookfield believes that this is in the overall
best interests of Client Accounts – i.e., the access to and leveraging of Brookfield’s broader business
platform is expected to enhance BAM Insurance Advisor’s capabilities and increase the value of Clients
Accounts – and forms an integral part of BAM Insurance Advisor’s operations.
For example, BAM Insurance Advisor relies on Brookfield’s broader business platform to provide: (a)
investment advisory and portfolio management services to Client Accounts, and their direct and indirect
investments, including Brookfield Accounts in which Client Accounts invest and their investments, (b)
operational services to assets and portfolio companies in which Client Accounts invest, and (c) additional
investment, operational and financial support. This results in, among other things, Client Accounts: (a)
investing in or alongside Brookfield Accounts, (b) investing in securities, loans, structured financings,
and/or other financial instruments issued by Brookfield Accounts and/or portfolio companies thereof
and/or syndicated by Brookfield-related parties, (c) investing in different parts of an issuer’s or portfolio
company’s capital structure (relative to investments made by other Brookfield Accounts), (d) transacting
with Brookfield Accounts, including in respect of investments, other assets and/or services, (e) providing
financing, refinancing and/or other loans to Brookfield Accounts and/or portfolio companies
/
investments thereof for acquisition, investment, financing, working capital, and/or other purposes, (f)
providing acquisition financing and other capital solutions to purchasers of assets sold by Brookfield
Accounts, (g) warehousing investments on behalf of Brookfield Accounts, and (h) retaining Brookfield-
Brookfield Asset Management Insurance Advisor LLC 3
related parties for operational, management and/or other services relating to assets and portfolio
companies in which Client Accounts invest, including indirectly through Brookfield Accounts.
This business strategy and overall relationship with Brookfield will give rise, in the ordinary course, to
various potential and/or actual conflicts of interest considerations, particularly where a Client Account’s
interests could conflict with those of other Brookfield Accounts and their third-party investors. For
example, BAM Insurance Advisor expects Client Accounts to: (a) compete with other Brookfield Accounts
for investment opportunities, (b) from time to time, invest in (or exit from) investments on terms and/or
at times that are different from those applicable to other Brookfield Accounts, (c) invest in different parts
of an issuer’s / portfolio company’s capital structure (e.g., debt investments) relative to investments
made by other Brookfield Accounts (e.g., equity investments), potentially leading to divergent interests
upon certain events, such as defaults by the issuer on debt payments, (d) limit (and, under certain
circumstances, reduce) the size of investments made in different parts of an issuer’s / portfolio
company’s capital structure relative to investments made by other Brookfield Accounts and manage such
investments pursuant to a passive investment strategy – i.e., Client Accounts generally will not vote
matters presented to investors in the relevant tranche / class to vote on or otherwise participate in, or
seek to influence the outcome of, negotiations and/or decisions relating to the relevant tranche / class,
but rather defer to the third-party investors controlling the tranche / class (or an independent third-
party agent acting on behalf of all investors in the relevant tranche / class) to act on behalf of all investors
in that tranche / class as a whole – so as to mitigate the potential and/or actual conflicts of interest
considerations relative to Brookfield’s other client accounts and their investors, (e) provide capital
solutions – including financings and/or refinancings – to other Brookfield Accounts and/or portfolio
companies thereof, which require a negotiation of the terms of such arrangements, (f) facilitate activities
of other Brookfield Accounts, including through warehousing arrangements for and/or joint transactions
with other Brookfield Accounts, (g) from time to time be subject to investment / trading restrictions
(including prohibitions on trading activities and/or limitations on position sizes) as a result of information
obtained and/or other activities engaged in by Brookfield on behalf of other Brookfield Accounts, and/or
(f) execute other transactions between Client Accounts, on the one hand, and other Brookfield Accounts,
on the other hand.
Transactions between Client Accounts, on the one hand, and Brookfield and/or Brookfield Accounts, on
the other hand, will be carried out on terms (including compensation terms) that Brookfield deems to
be fair and reasonable under the circumstances, in accordance with applicable regulatory requirements,
and in certain cases will require a Client Account’s express consent. Brookfield will seek to manage all
potential and/or actual conflicts situations in a manner that is in the best interests of Brookfield
Accounts, including Client Accounts, in accordance with their Governing Documents and Brookfield’s
fiduciary duties.
A more detailed description of the potential and/or actual conflicts of interest considerations that will
arise in connection with the management of Client Accounts as well as the manner in which they are
expected to be resolved, is set out under “Other Financial Industry Activities and Affiliations” in Item 10
below. In addition, a more detailed description of the potential and/or actual conflicts of interest
considerations that arise in connection with Brookfield’s management of Brookfield Accounts in which
Client Accounts invest, as well as the manner in which they are expected to be resolved, is set out in the
Brookfield Asset Management Insurance Advisor LLC 4
Forms ADV (which are available at https://adviserinfo.sec.gov) for the following advisers: Brookfield
Asset Management Private Institutional Capital Adviser (Canada), L.P., Brookfield Asset Management
Private Institutional Capital Adviser US, LLC, Brookfield Asset Management Private Institutional Capital
Adviser (Private Equity), L.P., Brookfield Asset Management Private Institutional Capital Adviser (Credit),
LLC, Brookfield Renewable Energy Group LLC, Oaktree Capital Management, L.P., and Brookfield Public
Securities Group LLC (with Oaktree Capital Management, L.P., the “Brookfield Related Advisers”).
These include, among others, considerations relating to: (a) the allocation of investment (and co-
investment) opportunities, (b) facilitation of investments and related activities by Brookfield Accounts
and/or portfolio companies, (c) Brookfield’s relationships with various market participants, (d) advice
given to (and activities taken by) certain Brookfield Accounts and/or portfolio companies conflicting with
advice given to (and activities taken by) other Brookfield Accounts and/or portfolio companies, (e)
charging and allocation of fees, costs and expenses (including personnel costs and expenses), (f)
Brookfield’s integrated business platform and investment / trading restrictions that arise in connection
with such a model, (f) data management, (g) investments by Brookfield Accounts alongside other
Brookfield Accounts (including in different parts of an issuer’s / portfolio company’s capital structure),
(h) linked transactions / arrangements forming part of broad business relationships with third parties
(e.g., agreements to purchase assets / services from third parties in exchange for such parties’ agreement
to purchase assets / services from Brookfield Accounts), (i) investment activities of Brookfield personnel
and walled-off business units, (j) transactions between Brookfield Accounts, including transactions for
assets and/or services, (k) transactions among portfolio companies, (l) intangible benefits and/or
discounts to Brookfield and its personnel, (m) use of strategic advisers, consultants and operating
partners, and (n) insurance coverage.
The descriptions of these potential and/or actual conflicts considerations do not purport to provide a
complete list or explanation of such considerations that could arise over time. As noted, Brookfield will
manage all such situations in a manner that it deems to be fair and reasonable taking into account the
relevant circumstances, including, as it applies to Client Accounts, as well as the key business strategy of
seeking to benefit from Brookfield’s broader business platform, which is deemed to be in Client
Accounts’ best interest. However, there can be no assurance that Brookfield’s determinations will be the
most beneficial or favorable to a Client Account.
BAM Insurance Advisor does not participate in any wrap fee programs.
As of December 31, 2023, BAM Insurance Advisor had $34,500,182,467 in regulatory assets under
management.