Brookfield Asset Management Private Institutional Capital Adviser (BMG) LLC, a Delaware limited liability
company, is an indirect subsidiary of Brookfield Asset Management Ltd. (“Brookfield Asset
Management” or “BAM”) and Brookfield Corporation (formerly Brookfield Asset Management Inc.), both
publicly traded corporation. In this Brochure, “Brookfield” shall mean Brookfield Corporation and any
subsidiary of Brookfield Corporation which, unless the context requires otherwise, includes BAM. BAM
PIC BMG is registered with the SEC as an investment adviser. BAM PIC BMG provides or expects to
provide investment advisory services to pooled investment vehicles that are “funds of funds” investing
indirectly in real asset-focused strategies managed by Brookfield. As used herein, “Brookfield Accounts”
refers to certain public and private investment vehicles and programs that Brookfield currently manages
and participates in, and may in the future manage and participate in, including co-investment vehicles,
sidecar vehicles, separate accounts, region-specific vehicles, strategy-specific vehicles, sector-specific
vehicles and Brookfield proprietary accounts (collectively with an investment vehicle (the “Related-Party
Investor”), a substantial majority of which is owned by certain Brookfield executives and former
executives, whose investment mandate is managed by Brookfield).
Brookfield is a global alternative asset manager that owns and operates assets and offers investment
strategies (including through Brookfield Accounts), with a focus on real estate, infrastructure and
sustainable resources, renewable power, and private equity mainly to institutional investors. BAM PIC
BMG is an affiliate of Brookfield Asset Management Private Institutional Capital Adviser US, LLC (together
with its relying advisers, “BAM PIC US”), Brookfield Asset Management Private Institutional Capital
Adviser (Canada), L.P. (together with its participating affiliates, “BAM PIC Canada”), Brookfield Asset
Management Private Institutional Capital Adviser (Private Equity), L.P. (together with its participating
affiliates, “BAM PIC PE”), Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC
(“BAM PIC Credit”), Brookfield Renewable Energy Group LLC (together with its participating affiliates,
“BREG LLC”), and Brookfield Asset Management Insurance Advisor LLC (together with BAM PIC BMG,
BAM PIC US, BAM PIC Canada, BAM PIC PE, BAM PIC Credit, and BREG LLC, the “Brookfield Advisers”),
each of which (other than the participating affiliates) is registered with the SEC as an investment adviser
under the Advisers Act. In addition, Brookfield holds a significant interest in Oaktree Capital Group, LLC
(together with its affiliates, “Oaktree”) and has formed a business line called the Public Securities Group
(“PSG” and, together with Oaktree, the “Brookfield Related Advisers”). The Brookfield Related Advisers
are walled-off from Brookfield and manage their investment activities independently of Brookfield.
Among other things, Brookfield identifies investment opportunities for Brookfield Accounts and
participates in the acquisition, management, monitoring and disposition of such investments using an
operations-oriented approach, as described in more detail under “Methods of Analysis, Investment
Strategies and Risk of Loss” in Item 8 below. Investment advice is provided directly to Brookfield
Accounts and not individually to the investors in Brookfield Accounts (the “Investors”).
Brookfield tailors the investment advisory services provided to each Brookfield Account based on the
Brookfield Account’s investment objectives, which differ from Brookfield Account to Brookfield Account.
Each Brookfield Account (and/or Investors) could impose restrictions on certain types of investments for
tax, regulatory, or other reasons.
Brookfield Asset Management Private Institutional Capital Adviser (BMG) LLC 2
Brookfield allocates substantially all of BAM PIC BMG’s clients’ assets to other Brookfield Accounts
(“Underlying Brookfield Accounts”). Investments in Underlying Brookfield Accounts will be across a
range of real asset classes and/or investment types, including real estate, real estate debt, secondary
investments, infrastructure, and alternative, fund and similar investments, including in investments that
are originated or sponsored by Brookfield or for which Brookfield provides services. BAM PIC BMG’s
clients are therefore expected to make investments across, and have exposures to assets within the
mandates of, Brookfield’s infrastructure and real estate investment groups.
Prospective investors should consult the Forms ADV for the Brookfield Advisers, including BAM PIC
Canada and BAM PIC US, specifically Item 4 – Advisory Business, and the offering documents for the
relevant BAM PIC BMG client, because the elements of that advisory business will apply to BAM PIC
BMG’s clients given their investments in Underlying Brookfield Accounts that are managed by the
Brookfield Advisers. Those documents are available upon request. The Forms ADV are also available
on the SEC's website at www.adviserinfo.sec.gov.
BAM PIC BMG’s clients are generally treated in the same manner as third-party investors in the relevant
Underlying Brookfield Accounts with respect to their rights and obligations. For example, BAM PIC
BMG’s clients would have the same voting rights as third-party investors in the same Brookfield Account.
As Investors, BAM PIC BMG’s clients will be exposed to the risks and conflicts considerations that are
disclosed in the Forms ADV of the investment advisers to the relevant Underlying Brookfield Account
and that otherwise will arise in managing the Brookfield Account and as otherwise set out in the offering
documents for the relevant BAM PIC BMG client. BAM PIC BMG’s clients will rely on mechanisms of the
Brookfield Accounts in which they are invested for resolving such conflicts of interest.
Accordingly, any references herein to acquisitions, investments, assets, fees, expenses, portfolio
companies or other terms should be understood to mean such items held, incurred, or undertaken
indirectly through a BAM PIC BMG client’s investment in one or more Underlying Brookfield Accounts.
Brookfield does not participate in any wrap fee programs.
As of December 31, 2023, BAM PIC BMG had approximately $416,727,831.00 of regulatory assets under
management.