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 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”).
BAM PIC Credit, a Delaware limited liability company, provides investment advisory services to
Brookfield Accounts that primarily focus on investments in the real-estate sector. BAM PIC Credit 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. 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.”
Among other things, the Brookfield Advisers identify investment opportunities for Brookfield Accounts
and participate 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”).
BAM PIC Credit tailors the investment advisory services provided to each Brookfield Account based on
the Brookfield Account’s investment mandate, which differs from Brookfield Account to Brookfield
Account, as set out in the investment management agreement, limited partnership agreement, private
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placement memorandum and/or other governing documents for each such Brookfield Account
(collectively, the “Governing Documents”). The terms of the Governing Documents of each Brookfield
Account could differ based on the investment objectives, strategy and other features relating to the
Brookfield Account.
A key element of BAM PIC Credit’s strategy for each Brookfield Account 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 the Brookfield Accounts – i.e., the access to and leveraging of
Brookfield’s broader business platform is expected to enhance BAM PIC Credit’s capabilities and increase
the value of the Brookfield Accounts – and forms an integral part of Brookfield’s operations.
For example, BAM PIC Credit relies on Brookfield’s broader business platform to provide: (a) investment
advisory and portfolio management services to Brookfield Accounts, and
their direct and indirect
investments, (b) operational services to assets and portfolio companies in which Brookfield Accounts
invest, and (c) additional investment, operational and financial support. This results in, among other
things, Brookfield Accounts: (a) investing in or alongside other Brookfield Accounts, (b) investing in
securities, loans, structured financings, and/or other financial instruments issued by other 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 other Brookfield Accounts, including in respect
of investments, other assets and/or services, (e) providing financing, refinancing and/or other loans to
other 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 other Brookfield Accounts, (g) warehousing investments on
behalf of other Brookfield Accounts, and (h) retaining Brookfield-related parties for operational,
management and/or other services relating to assets and portfolio companies in which Brookfield
Accounts invest, including indirectly through other 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 Brookfield
Account’s interests could conflict with those of other Brookfield Accounts and their third-party investors.
For example, Brookfield expects Brookfield 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., Brookfield Accounts generally will not vote
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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 certain Brookfield Accounts, on the one hand, and other
Brookfield Accounts, on the other hand.
A more detailed description of the potential and/or actual conflicts of interest considerations that will
arise in connection with the management of Brookfield 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.
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. While Brookfield will
manage all such situations in a manner that it deems to be fair and reasonable in accordance with
regulatory requirements taking into account the relevant circumstances, there can be no assurance that
Brookfield’s determinations will be the most beneficial or favorable to the Brookfield Accounts.
Brookfield does not participate in any wrap fee programs.
As of December 31, 2023, BAM PIC Credit had $798,654,349 in regulatory assets under management.