Hello and welcome to the Brookfield Asset Management Limited Second Quarter 2023 Conference Call and Webcast. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. I would now like to hand the conference call over to our first speaker, Ms. Suzanne Fleming, Managing Partner. Please go ahead.

Thank you, operator, and good morning. Welcome to Brookfield Asset Management second quarter 2023 conference call. On the call today are Bruce Flatt, our Chief Executive Officer; Connor Teskey, President of Brookfield Asset Management; and Bahir Manios, our Chief Financial Officer. Bruce will start the call today with opening remarks, followed by Connor who will talk about some of the themes we are focused on, and finally, Bahir will discuss financial and operating results for the business. After our formal comments, we will turn the call over to the operator and take analyst questions. In order to accommodate all those who want to ask questions, we ask that you refrain from asking more than two questions at one time. If you have additional questions, please rejoin the queue, and we will be happy to take any additional questions at the end, if time permits. I'd like to remind you that in today's comments including in responding to questions and in discussing new initiatives in our financial and operating performance, we may make forward-looking statements, including forward-looking statements within the meaning of applicable Canadian and U.S. laws. These statements reflect predictions of future events and trends and do not relate to historic events. They are subject to known and unknown risks, and future events and results may differ materially from such statements. For further information on these risks and their potential impacts on our company, please see our filings with the securities regulators in Canada and the U.S. and the information available on our website. And with that, I will turn the call over to Bruce.

Thank you, Suzanne, and welcome everyone on the call. Results were strong in the second quarter. We generated fee-related earnings of $548 million and distributable earnings of $527 million. Fee-related earnings were up 16% year-over-year, excluding performance fees on the back of 12% growth in fee-bearing capital to $440 billion, highlighting the significant fundraising that we've done over the past year and the stable, predictable nature of the business with nearly 85% of our fee-bearing capital being long-term or perpetual in nature. We have been one of the most active managers so far this year, demonstrating that our contrarian investment approach and established competitive advantages allow us to put significant sums of capital to work and to monetize assets for our clients, utilizing our competitive advantages. To put some numbers around the first half of the year, we have committed to investments worth $50 billion, monetized $15 billion of assets, and grown assets under management to $850 billion. These are large figures in any six-month period, but to achieve this in the current environment truly differentiates our franchise. As we look ahead, we continue to see an attractive investment environment and have a very positive outlook for capital raising. This backdrop should lead to excellent returns for clients in our recently launched fund vintages and in turn should allow us to continue to raise significant amounts of capital. Today, investors are more selective in who they choose to partner with. More and more, they are choosing managers that offer scale funds, flexible co-investments, and access to deals across a diversified range of asset classes and market conditions. This fits perfectly with our competitive advantages of global scale, deep operating expertise, and diversity of products, as well as significant benefits our clients get by being part of the broader Brookfield ecosystem. Year-to-date, we have had strong capital inflows of $37 billion and expect an acceleration of fundraising in the back half of the year, across our flagship and complementary strategies. These fundraising efforts alongside the $50 billion of insurance capital from the recently announced AEL transaction should allow us to raise a record of close to $150 billion of capital this year. Given the pace of activity in the first six months of the year, we continue to be able to deploy a large amount of capital that we are raising in this environment. With our significant access to global scale capital, we can focus on investing in the asset classes where our franchise is strongly positioned, such as infrastructure, renewable power in transition, and private credit by leveraging our deep relationships with institutional investors and lenders. These advantages are very powerful and in the current market are differentiators. Before handing the call over to Connor, I'll spend a little time talking about the opportunity we see once again to acquire great real estate for value. We've been investing in real estate for over half a century in the Company and investing on behalf of clients since the early 2000s. Over that period, in that series of funds, we have acquired nearly $100 billion of properties on behalf of our clients across various economic cycles in every sector. Our track record is extremely strong with an average annualized gross return of over 20%. In the decades that we have invested in real estate, we have found that volatile markets often present the best opportunities to acquire high-quality real estate at exceptional values. Today, we are in an environment with higher interest rates, higher inflation, and tightening lender requirements, all of which create uncertainty and pockets of stress in real estate markets globally, particularly though in the U.S. As the current cycle is evolving, this story has become one of stress in the capital markets versus the fundamentals of most asset classes. This bodes well for experienced managers with strong access to capital like us. The strong will get stronger and as always, the weak will go away. It is worth reminding everyone that fundamentals in most real estate asset classes are very strong. Just a few points, retail centers hit record sales in 2022, with record sales in 2022. Premier office rents are at all-time highs in most cities. As an example, our South Korean, Dubai, and Sao Paulo portfolios are 99% full with all-time high rents. Rents for logistics properties grew 11% in 2022. Multi-family rents in the U.S. went up 15% year-over-year. Hotel rooms are full almost everywhere with average daily rates ahead of pre-pandemic levels. These strong fundamentals are coupled with a supply side that will provide very little new commercial real estate inventory in the short or even in the medium-term. Land constraints, high material costs, and limited financing will keep supply low for quite a while and allow for continued rent growth that should outpace inflation. The combination of the pockets of stress in capital markets and strong underlying fundamentals with constrained supply will lead to the best environment we have seen since 2009 to execute on our longstanding investment strategy for real estate, which is to buy high-quality assets for value and drive upside through active asset management. Buying great assets with compromised capital structures is always the easiest way to strong returns. I'm going to repeat that one more time: buying great assets with compromised capital structures is always the easiest way to strong returns. So acquiring great real estate for value is a good start to be able to repeatedly earn excellent returns over the longer term one must also drive operational excellence in a portfolio. Our operating expertise is based on having people on the ground across the world and decades of experience in all the major real estate sectors. Our hands-on approach gives us control over investment outcomes through cycles and is particularly well-suited for today's environment. We have the ability to leverage our global tenant relationships and the Brookfield ecosystem to create value through our leasing, rental appreciation, refurbishment, and redevelopment of properties. Our nearly 30,000 people in 30 countries dedicated to real estate give us exceptional insights into the market and allow us to see virtually everything in the world. It is during periods like now that our opportunistic real estate flagship fund series is designed to take advantage of market turbulence. We have seen the success of our strategy through multiple cycles. We think the latest vintage, which is our fifth fund, will be an excellent vintage, maybe one of our best. Thank you for your continued support and interest in Brookfield Asset Management. I will turn the call now over to Connor.

Thank you, Bruce, and good morning everyone. As we've seen before, dislocated markets create fear among investors, and this uncertainty then creates opportunity for well-prepared and well-positioned market participants who are willing to think differently. Our ability to be contrarian is only possible because of the competitive advantages and insights we derive from the broader Brookfield ecosystem. For example, insights we get from sitting at the table with leading global corporates on their needs for energy, data, infrastructure, real estate, and capital. Secondly, the insights we get through the partnerships we've developed with the largest and most sophisticated investors, understanding their strategic objectives and gaining visibility into where capital is flowing and where it is not. Lastly, we gain insights by leveraging the talent of our over 1,000 investment professionals who are sourcing opportunities and sharing feedback on a real-time basis. When asset prices fall out of line with intrinsic value, we can act quickly and decisively. Given the recent market environment, this is exactly what we've been doing. This year, we've announced agreements to acquire high-quality businesses and assets worth $50 billion, making us one of the most active alternative asset managers in the world. Recognizing the value opportunity is only the start. Having the ability to successfully deploy capital in this environment and at this scale stems from several competitive advantages. Notably, we have the ability to raise large sums of capital across diverse sources, our private funds, our public affiliates, and Brookfield's balance sheet. In aggregate, we have $80 billion of uncalled fund commitments or $100 billion of capital when including Brookfield affiliates leaving us with ample dry powder to put to work. We also have strong relationships with the largest lending institutions globally built on a longstanding reputation for prudently funding our businesses, giving us deep access to debt capital to support our acquisitions. This capital at scale enables us to invest in multi-billion dollar opportunities such as the Origin and Triton take-private transactions we discussed during our first-quarter call. Our ecosystem also enables us to be early to identify changing trends in the global macroeconomic environment and shifts in where capital is being directed. It is not an accident that the businesses in which we have built leading global platforms are very much in favor today. Digitalization is one of these key trends. Years ago, we recognized that data was the world's fastest growing commodity and it would need significant infrastructure to be processed, transported, and stored. Behind this growth in data, we have been building out our portfolio around fiber, transmission, and storage. Recent advancements in cloud computing and AI have only steepened this curve, increasing the demand for data usage going forward. Today, we are well-positioned to be a key enabler for the world's largest and fastest growing technology companies by both meeting their data center needs and also supplying the huge sums of clean power that are required for increasing levels of advanced computing. In just the second quarter, we committed to acquire businesses collectively valued at $12 billion to meet this digitalization trend. This includes data for a European data center operator valued at $4 billion, Compass Data Centers at approximately $5 billion, and Network International, a digital payments leader in the Middle East valued at $3 billion. While we have been very active on the deal front, finding attractive opportunities for our clients, we have also been exploring prospects for strategic acquisitions to further expand our asset management platform. Subsequent to the end of the quarter, Brookfield Reinsurance announced that it signed an agreement to acquire AEL, one of the largest independent annuities providers in the United States. While Brookfield Asset Management is not committing any capital to the transaction, we are set to benefit in several meaningful ways. First, we expect to be named the manager for AEL's $50 billion of investible capital, which will triple our current insurance fee-bearing capital and puts us on track to reach the target of $225 billion of insurance capital that we laid out in our five-year plan at last year's Investor Day. Second, it significantly enhances our ability to organically grow our insurance assets under management in the future. American National is currently Brookfield Reinsurance's main insurance platform with 4,000 agents today. Combined with AEL's capabilities, Brookfield Reinsurance can expect to comfortably write $10 billion to $12 billion of annuity policies per year. With some operational and technological enhancement, supported by Brookfield Capital, we believe there is a clear path to get to $15 billion to $20 billion of annual annuity policies. This is a very meaningful figure, as it would signify that in just a few short years since Brookfield Reinsurance first got involved in the business, it would likely be one of the top three annuity providers in the United States. That being said, in our growth targets, we foresee Brookfield Reinsurance taking additional inorganic growth actions as well. Further, by leveraging BAM's investment platform, we should be able to deliver premium risk-adjusted returns to Brookfield Reinsurance, which should only continue to drive more organic growth. Now, let us switch gears and talk about how we allocate insurance capital across BAM. Much of the allocation decision is dictated by understanding the regulatory regime in which each policy is based, meeting appropriate capital charges and liquidity requirements, and matching the duration of the insurance liabilities with the asset mix. For this, we are under a 25 basis point investment management agreement, or IMA fee for the pool of insurance capital we manage. In this business, efficiently allocating assets is equally critical to our overall success as generating strong returns. Over time, building out those capabilities will allow us to further expand our offering to more third-party insurers in addition to Brookfield Reinsurance. We target allocating approximately 40% of our insurance assets into private funds. Today, that number is only 6%. This allocation will take place over the course of a few years, largely based on the timing of our fundraising cycles and new strategies that come online. The 40% of capital that we will allocate to private funds, much of which will be into private credit funds, will generate private fund fees on top of the IMA fee and further drive our fee-related earnings growth, and as a reminder, we do all of this without taking exposure to insurance liabilities at Brookfield Asset Management. While our insurance strategy is still very much in its early days, we believe it will be a large contributor to our overall long-term success and growth. But beyond that, we believe the growing allocation to private credit from insurance combined with our fundraising efforts across both Brookfield and Oaktree will enable us to grow our credit business to as much as $500 billion of assets over the next 5 to 10 years. In fact, private credit will likely be our fastest growing business. Scale of this size is extremely powerful. This large infusion of capital will unlock our ability to do a number of exciting things in our private credit segment. Of course, we will be able to scale our funds faster and larger, but it goes well beyond that. We'll be able to make significant investments into our platform, seed new fund strategies, and grow adjacent businesses. There is still a lot of white space and private credit, and as the asset class continues to become increasingly important in the overall capital markets landscape. Our focus is to further establish and solidify our position as a leader in this business. I will conclude my remarks by saying that we are very optimistic about our business's organic growth prospects due to the broader growth of alternatives and the massive tailwinds driven by private credit, as well as the key investment trends of decarbonization, deglobalization, and digitalization that you have heard us talk about before. However, we've also demonstrated the power that strategic M&A can have on accelerating our growth significantly. At BAM, we have close to $3 billion of cash on our balance sheet and significant access to additional debt and equity capital. This gives us the ability to look at a wide range of potential acquisitions that can augment and complement our existing platform and supercharge our future growth. Nothing yet to announce on this front, but with increasing consolidation across our industry, we are actively watching for opportunities. With that, let me turn it over to Bahir to discuss our financial results and operations.

Great. Thank you, Connor, and good morning. I'll cover off four topics on today's call. First, I'll discuss our financial results for the second quarter. Second, I'll provide an operational update focused on our fundraising efforts for the period. Third, I'll touch on our balance sheet and before I conclude my remarks with an outlook for the business for the remainder of the year. So starting with results, and as Bruce noted in his remarks, they were strong. We reported fee-related earnings, or FRE, of $548 million in the quarter or $0.34 per share, which brings our FRE to $2.2 billion for the last 12 months, and that represents growth of 16% compared to the previous period. Our distributable earnings, or DE, for the quarter was $527 million or $0.32 per share. This brings our DE to $2.2 billion for the last 12 months, and that represents a 14% increase compared to the previous period once you exclude the impact of performance fees that were earned in the comparative period. Fee revenues in the second quarter were in line with the first quarter and up almost 10% from the prior year period. In the second quarter, we saw an increase in base management fees from our infrastructure platform as our permanent capital vehicles lost market capitalization increased by $1.4 billion. Additionally, we benefited from contributions from our newly established infrastructure, semi-liquid strategy and our infrastructure private credit fund, and closes of our fifth flagship infrastructure fund during the quarter. We also experienced an increase in fee revenues from deployments made by our 10th and 11th opportunistic credit funds; these funds generate fee revenues on invested capital and collectively they deployed $1.7 billion during the quarter. These benefits were partially offset by lower fees from our third opportunistic real estate fund that rolled off its investment period in the first quarter and consequently, any uncalled capital for that fund is no longer fee-bearing. Our margins for the quarter were 56%, in line with the first quarter of the year. We've made meaningful investments over the past year to enhance our platform, which positions us to capture many of the growth opportunities ahead that we've discussed. In the last 18 months, we've hired over 200 investment professionals across our businesses and significantly bolstered our fundraising organization, which includes the continued build-out of our private wealth channel. We believe that the bulk of the necessary investments have been made. This will enable us to start to demonstrate the operating leverage inherent in our business through margin expansion, which we expect to start benefiting our earnings as early as 2024 and for the years to come. With that, as a recap on our financial results, I'll touch on our fundraising efforts for the period. Overall, we've raised $37 billion of capital in 2023, thus far. In infrastructure, the fifth vintage of our flagship fund currently stands at $27 billion of capital raised to date. We expect to close on additional commitments before a final close later this year, making this the largest infrastructure drawdown fund ever raised. Additionally, we've received strong support from investors on the third vintage of our infrastructure debt fund, which has closed on over $4 billion of commitments to date, surpassing our initial targets. We expect the final close on this fund later this year as well at a fund size above $5 billion, making this fund almost 60% larger than its predecessor. Sticking with the theme of private credit, we raised a further $7 billion of capital for our two marquee strategies managed within Oaktree. This included $4 billion raised for our 12th opportunistic credit fund and over $3 billion for the first close of their direct lending fund. Lastly, our nearly 150-person team dedicated to Brookfield Oaktree Wealth Solutions continues to make good progress on a number of fronts as our capabilities, especially in real estate infrastructure and private credit, continue to resonate with wealth investors across all regions. During the quarter, we announced an agreement with Fidelity Investments Canada to manage a newly formed portfolio of high-quality Canadian real estate assets on behalf of Fidelity private wealth clients. Similarly, our open-ended private infrastructure offering continues to receive strong support from investors. We launched a fund in February with a select group of distribution partners outside of North America and have raised excess of $1.3 billion to date. Later this year, we'll launch in an additional jurisdiction and expect further acceleration of this growth. Additionally, year-to-date, we've also nearly raised $3 billion in various Oaktree strategies being distributed within our private wealth channel. These inflows have contributed to growth in our fee-bearing capital, which currently stands at $440 billion, and that's up 12% over the last 12 months, benefiting from first $74 billion of fundraising completed across the organization; second, an increase in the market cap of our permanent capital vehicles, specifically our infrastructure vehicle, Brookfield Infrastructure Partners; and lastly, strong deployment across a number of our credit funds and insurance inflows. I will now quickly touch on our strong liquidity position. As of June 30, 2023, BAM's balance sheet contained no debt, and approximately $3 billion of cash and equivalents that we will utilize for strategic purposes when appropriate. Pivoting now to future outlook, we anticipate capital raising to accelerate in the second half of the year, and our expectation is that we will conclude 2023 with a record level of close to $150 billion of total inflows, which is expected to drive very meaningful growth to our fee-related and distributable earnings for 2024 and beyond. I will touch briefly on a number of the key or largest initiatives that are currently underway. This includes a first close for the fifth vintage of our opportunistic real estate flagship and for the second vintage of our global transition fund. Bruce provided the backdrop for opportunistic real estate in his remarks. But as it relates to transition, our fundraising for the current vintage is off to a strong start. While we're still early in the process, we expect strong re-ups and are broadening our reach to a larger group of clients as investing in the energy transition is now much more accepted in the market. We're also benefiting from the successful deployment track record of our first fund given the confidence that this vintage will be larger than the first. In private credit, our marquee Oaktree brand is well placed to benefit from the current market uncertainty, scarcity of capital, rising rates, and forced selling. The 12th vintage of our opportunistic credit fund, along with our newly launched private lending strategy, have collectively raised $7 billion of capital to date, and we expect to raise an additional $20 billion over the next 12 months. Pulled back by traditional lenders is opening the window for more capital deployment at strong risk-adjusted returns. In addition to these flagship funds, we have a number of other complementary strategies that are in the market and expect those to contribute quite meaningfully to our overall fundraising targets. Lastly, as Connor noted in his remarks, with the upcoming closing of the AEL acquisition by Brookfield Corporations Insurance Business, BAM is expected to see $50 billion of additional insurance capital inflows. Finally, before we open it up for questions, I am pleased to report that the Board of Directors of Brookfield Asset Management has declared a quarterly dividend of $0.32 per share, payable on September 29, 2023, to shareholders of record as of the close of business on August 31st. And that wraps up our prepared remarks for this morning. Thank you for joining the call and we'll open it up for questions.

And our first question comes from Cherilyn Radbourne with TD Cowen.

My first question is with respect to the retrenchment going on in the banking sector. I was hoping you could talk about the potential for BAM to collaborate with your banking partners by effectively providing an external balance sheet to them. And just touch on what you consider to be BAM's competitive advantages to be the partner of choice in those situations?

Thanks, Cherilyn. You're absolutely right. When people think about the opportunities in the growth in private credit, their minds immediately go to direct lending in lieu of the banks. But we see a tremendous opportunity to be viewed as a partner to the banks. A lot of people assume that just means that through our different platforms, we might buy loans from the banks. But the real opportunity would be to jointly lend alongside them. With our various funds and with our insurance capital, we could look to help those banks deploy more capital to their clients, while also servicing our pools of capital, particularly our insurance clients. Our competitive advantage comes from really two things. One, the obvious one is the depth and scale of capital. It makes us the partner of choice for these banks because we can stand alongside them at a size that is of interest in all the major markets around the world. Perhaps more importantly, we have been working with these banks for decades. We are well-known to them. We are partners in many of our businesses already. That familiarity with how we like to invest and how we conduct our operations really puts us in the pole position for these types of partnerships.

And then secondly, with respect to BGTF II, I was hoping you could give some more color on how the market interest for that product has evolved. How important the deployment track record of the first fund is to that, as well as the extent to which clients are differentiating between transition funds versus what might be best called green funds?

Certainly. A few things to unpack there. First and foremost, when we think of the fundraising environment for BGTF II versus BGTF I from a macro perspective, I don't think there's any debate that the trends around decarbonization have done nothing but accelerate for the last three years, and therefore the market opportunity is bigger, and that is obviously of interest to our clients. When we think more specifically of the fund itself, I think there's probably three things to highlight. Even though we raised quite a substantial fund, $15 billion for BGTF I, it was in fact a first-time fund. Despite our deep expertise and capabilities in the space, a number of investors were restricted from first-time funds or limited in the amount they could invest. We've certainly seen any of those restrictions removed as we move to BGTF II. Put simply, we expect to have a much larger number of LPs in this fund. The second thing that has changed over that time period is many of our customers now have a dedicated allocation towards transition investing or decarbonization investing. Very few of our clients had that dedicated capital allocation three years ago. Lastly, the feedback we've received from investors in BGTF I has been incredibly positive, not only regarding what we invested in and how we stuck within the mandate but also the very attractive value entry points we were able to secure in that fund and our ability to do that going forward. So, we expect significant re-ups as well. On the differentiation between transition funds and green funds, we believe it is increasingly understood that the right way to invest in decarbonization is not only to invest in what's perfectly green and clean but also to be able to invest in the build-out of renewables and other decarbonization solutions. Also, it is necessary to invest in carbon-intensive but leading industries and be a capital provider and operating partner to those businesses to help them transition to more sustainable business models. That's what BGTF does, and we believe this opportunity set is large, attractive, and is one we are well-positioned for with BGTF II.

Thank you. One moment please for our next question. Our next question comes from the line of Alexander Blostein with Goldman Sachs.

I was hoping to start with a question on insurance initiatives, which remains a big part of the story for you guys, obviously with the AEL deal on the comm. You talked about earning 25 basis points on the IMA and then taking the book closer to 40% invested into private funds over time. So, a couple of questions around that. I guess, why is 40 the right number? It seems a little higher than what we've seen with some of the other players, so maybe your confidence level that that's appropriate? Over what timeframe? I heard you say a couple of years, but any more specificity there would be helpful? Finally, when it comes to capabilities, we've seen insurance companies allocate more to things like asset-backed finance and really kind of investment-grade replacement versus distressed and direct lending, which is more of the Oaktree business, so your ability to really satisfy the need across the existing sort of strategies to get to the 40%?

Thanks, Alex. Maybe to take that in part. In terms of why 40% is the right level? Apologies for being redundant, but just to make the point again: so much of investing and managing insurance capital is appropriately matching that capital based on regulatory requirements and the duration of the assets versus the insurance liabilities. When we look at what we can do within our funds, the reason we think 40% is the right level is across both Brookfield and Oaktree we probably have a more diverse set of funds than many of our peers to invest across different forms of credit products that are suitable to insurance. It's probably that breadth of credit offerings that allows us to have that more heightened number in our funds. The second thing you mentioned, I appreciate you framing the question that way. We're focused and see a tremendous opportunity in expanding our private credit business. Most people's minds go to leverage finance when you say private credit; however, the real opportunity here is that insurance can invest across a much wider set of credit products. Investing across a wider set of credit products is beneficial because that diversity helps in investing across different credit products that are in no way correlated. As we look to build that platform out, we're going to look at a lot of the things you mentioned: asset-backed finance, senior loans, equipment finance, and direct lending into high-quality corporates. We're seeing tremendous opportunities right now in real estate credit as we're seeing some of the regional banks pull back from that market.

Hi, Alex. It's Bahir. One of your questions was with respect to how long it takes, and maybe I can give color on the existing portfolio today. We manage circa $25 billion today of insurance capital. We've already committed 30% of that, probably a little bit higher, to a whole bunch of credit strategies. However, only $1.5 billion of that has been invested to date. The movement in fee-bearing capital has not been all that material, but that's going to come in the next two to three years because we get paid, as you know, predominantly on our credit strategies. We get paid as we invest the capital versus commit to it. We've already made the commitments, and we expect meaningful contributions over the next two to three years. Just to give you a bit of flavor, we made meaningful contributions or commitments to our infrastructure and real estate finance debt funds, our structured equity fund, BSI, Oaktree lending partners that we spoke about, and one of our consumer finance businesses. That's how this will all play out going forward once we also close on the AEL capital, which is the roughly $50 billion we talked about.

Bahir, maybe staying with you for my second question. I was hoping we could double click a little more into the FRE margin discussion. It was helpful to hear your perspective that you expect the scaling and the business to pick up as we look out into 2024. However, if we look at the last 12 months, revenues are up 17%, give or take, with effectively no operating leverage, and you guys are running well below your 60% margin target, I think you're at 56% for this quarter. Understanding that Oaktree is a big drag within that, given they're building out various capacities, are there opportunities to better leverage Brookfield scale and footprint in order to bring their margin closer to what I would say is more of an industry standard when it comes to other credit-centric platforms? I think they're around a 30% margin now if you look at other more credit-centric platforms that are north of 40. Is that kind of the goalpost? How should we think about the scaling effect here? Thanks.

We have made a significant investment in the business over the last 18 months, adding 200 investment professionals and a total of 500 corporate professionals. We have put considerable resources into raising our direct lending fund and developing our newer strategy on the transition front. Additionally, we have made numerous secondary investments across real estate, infrastructure, and private equity, although these areas currently do not contribute significantly to our revenues. We have successfully built out these capabilities, and our fundraising organization, as well as our private wealth channel, continues to expand. This extensive investment has led to costs rising faster than revenues, which was anticipated given our investment levels. As we are now in August and have completed our planning season, we believe the majority of our investment is behind us. Moving forward, we expect operating leverage to develop, and costs should not increase at the previous rate starting next year. I anticipate margin expansion beginning in the fourth quarter and continuing into 2024 for both Brookfield and Oaktree. Regarding Oaktree, their margins are currently lower than in past years due to several funds completing their investment periods, impacting revenues. They have been heavily investing in their business, similar to Brookfield. Once they finalize the Opps XII and OLP funds and continue their strong initiatives, we expect to see their margins improve significantly into the mid to high 30s. While this might take time, it’s important to note that there are no major operational issues; 2023 has simply been a transitional year.

Thank you. One moment please for our next question. Our next question comes from the line of Geoff Kwan with RBC Capital Markets.

I wanted to ask on the fundraising side. So you've talked about a $37 billion raised this year. If we exclude the $50 billion from AEL, how should we think about the key moving parts of getting to that $100 billion? I think here you mentioned the $20 billion that you're expecting from opportunistic and credit and direct lending for the remainder of this year. If you can maybe give a little more insight as to the potential size of some of the larger funds that would contribute to getting to that $100 billion target?

Thanks, Geoff. Yes, I can certainly provide some color and maybe Connor is going to chime in. Look, we've got about $60 billion or so, $65 billion to go. We're pleased with what we've done year-to-date. We anticipated our fundraising efforts would be back-end loaded. We've got all six flagships out in the market, two of them are BCP and BIF. They'll contribute a small amount for the remainder of the year. The big ones are BGTF and BSREP; we continue to be very bullish on our fundraising prospects for those funds. For the two credit funds that you noted, we do expect to raise $20 billion but think that number is going to be anywhere from $10 billion to $15 billion for the remainder of the year. Our expectation is just those flagships alone that are out there, where we're having material conversations with clients, we are making good progress and getting positive reception from our clients. Those funds alone will contribute to 50% of the $60 billion or so we expect to raise for the balance of the year. Additionally, we've got a number of complimentary strategies that we're also marketing. We talked about the infrastructure debt fund, our structured equity fund, and our NAV lending business in addition to several strategies. Those will contribute to around 15% of that number. We have a number of known co-investments: significant co-investments that are already known and we expect to close on in the next six months. Also, there are insurance flows we expect from outside the AEL $50 billion acquisition. That's the color I'd give; we've got about $60 billion to $65 billion. We feel like there's a good line of sight to getting to that number by year-end and we'll see how it goes in the second half.

Sorry, just before I ask my second question, Bahir, just to confirm, you were saying about 50% of that remainder amount would come from the flagship funds?

That's right, 50% of that delta to get to $100 billion.

And then my second question is, I know it's early days on fundraising for BSREP V, but just wondering if you're able to summarize at least the nature of the conversations and feedback and interest that you've had from LPs? Any insights in terms of asset mix, if that's might change much versus Fund IV?

Certainly, and thanks, Geoff. What we would say is a comment we've made before, which is perhaps more true today than it was three months ago: real estate is absolutely not going anywhere as a sector. Increasingly in this environment, this has the potential to be one of the best vintages for our opportunistic real estate strategy, given the uncertainty in real estate markets. The overarching message has certainly been that this is the perfect time for opportunistic real estate. The adoption of that view is happening very quickly in the current market. People were sensing it at the beginning of the year, but anyone who didn’t have that view is quickly coming on board, and we're seeing that in the momentum around fundraising.

Thank you. One moment please for our next question. Our next question comes from the line of Mario Saric with Scotia Bank.

I wanted to talk about the broader industry. There have been some articles about fee pressure or discounting taking place despite the face rates on funds remaining intact, like longer fee holiday periods or larger co-investment rights, etc. Are you seeing any of that in your flagship fundraising today? Which type of product are you seeing the least amount of pressure versus where you're seeing a bit of pressure?

Thanks, Mario. To put it bluntly, no. I think scaled managers with strong performance, strong track record leadership positions aren't the ones feeling the pressure. We're quite fortunate to have leading platforms across all our core asset classes. I candidly expect where that narrative is coming from is smaller or less scaled managers who are doing what they need to, to break into the space. In addition, one of the things we can offer to our largest clients is not only to pursue the largest investments in the fund but to work with clients as co-underwriters or co-investors on large transactions. This unique thing helps insulate us from the fee pressure that other managers might be feeling.

And maybe a quick follow-up before I ask my second question, Connor. Where would you rank the absolute fee rate or base fee rate? Where would that rank as a factor among your LPs in their decision-making process with respect to the fund managers they choose?

Certainly, it's a good question, Mario. I may answer it differently. We have not adjusted our fee schedules on our flagship products, especially not in recent years. They have remained consistent over a number of vintages. When people engage with both existing partners and potential new partners in our fund, the focus is not on fee rates but on performance. The questions revolve around differentiation and what value we can offer as a manager. Co-writing, co-investing, and sharing knowledge are aspects where we believe we stand out. Therefore, we don't feel the need to compete on fees. Our fee schedules are consistent, and both we and our partners prioritize other criteria first and foremost.

And my second question, coming back to the discussion on real estate, you mentioned that you believe this current environment may represent one of the best opportunities you've seen since the GFC. It has been mentioned that investors' concerns in evaluating their outlook are shifting towards search for value. In your experience, how long does that mindset shift typically take? Is it six months, closer to two years? Where would you say the LP mindset is today?

I'd say the following: to reiterate what Connor just said, 80% of the properties in the real estate space, which is a lot, have fundamentals that are really good. The issue in real estate largely isn't fundamentals; they are actually very strong in a lot of sectors. There are some sectors that are not performing well; 20% do have fundamental issues, particularly traditional and non-premium office or some retailers. Currently, the situation is that the financing structures due to higher interest rates, if people were ill-prepared or faced unlucky circumstances with their financing structures, that's where the opportunity will arise. We're starting to see funding markets opening in both buyout and real estate, and that might become more pronounced as we move forward. Over the next two to three years, we'll see significant transactions from us and others. People will recognize they hit the bottom of the market and that opportunities are now emerging. The importance in saying upfront that 80% has strong fundamentals is crucial because buying great businesses or real estate with bad capital structures is the greatest way to make money. We expect to see this on both the private equity side and in real estate, emerging over the following 18 months.

One clarification, if I may. The comment on BSREP IV maybe being your best ever, given the current environment, is that comment pertaining to the size of the fund or the potential returns, or both?

Let's hope it's both.

Thank you. One moment please for our next question. Our next question comes from the line of Kenneth Worthington with JP Morgan.

First with a numbers question. It seems like the pace of deployment across your asset classes continues to be quite solid. If we look at the most recent vintages, can you share with us the percentage of capital invested for the four flagships being BIF V, the transition fund, BCP VI, and BSREP IV?

Sure. We'll run through these quickly. On BCP V, we are more than 50% deployed, and the pace there continues to benefit from very strong themes, particularly across digitization. On BGTF, we are over 85% deployed or committed, and that is why we are out in the market on BGTF II. For BCP, we are more than 70% deployed in BCP V. In BCP VI, we have made three investments to date. I would say that one's a little bit more modest, around 20% to 30%. For BSREP IV, we do not yet have deployment in that fund.

Following up on Alex's margin question, Brookfield's goal is to triple insurance assets following the completion of AEL. Given your and Oaktree's existing resources and investments, what is the current capacity to manage another $150 billion to $200 billion through IMAs, funds, and separate accounts to meet the insurance company's goals here? Additionally, are the incremental insurance investment dollars coming in to be managed by BAM particularly high margin, given the comments on the investments you are making?

What we would say is, and it does kind of pair with what Bahir had mentioned before about investments into our platform. Similar to how we've enhanced the investment team and the fundraising team, we have also deployed significant capital and resources into enhancing the capabilities of our insurance within the firm. If we continue to expand as we have in the past, we will continue to scale those capabilities as well. However, I would say we're well-positioned to manage what we've taken on to date, and if we do see greater opportunities, it would be incremental growth in line with additional capital we've taken on.

Thank you. One moment please for our next question. Our next question comes from the line of Brian Bedell with Deutsche Bank.

Maybe just a two-parter on the transition fund. Firstly, on the timing of number two, are there any incentives for the LPs to get into that first close, or does it make sense that maybe some would push out to next year? And what portion of a typical fundraise would you expect in that first close? I know the first one was very good in its first close, given they were incentivized to sign up for a first-time fund. Secondly, transition debt financing is becoming an important asset class within transition. What is your appetite to launch a dedicated transition debt fund like you have for the infrastructure debt?

Perfect. So, two comments: we typically offer a discount for a first close for all our flagships, including transition, which is one of our largest funds. What I would say about our transition fundraising is that when we launched BGTF I, there was a significant amount of education in the market at the time, having this being a new strategy and asset class. I expect BGTF II to have a fundraising that looks similar to most of our flagships across all our verticals. The second question is very topical, and I would say when people think about transition lending. You can largely categorize it into two buckets. One is senior or high-quality lending to proven large-scale decarbonization asset classes, like renewables. We do that today through BID, which has already closed $4 billion for its current fundraise versus a previous vintage of $2.7 billion. The other category entails new decarbonization asset classes that are seeking to scale but are less proven. Those do not lend themselves to direct credit lending, usually requiring structured solutions and fitting things like our BSI or BSS strategies. We're covering all those opportunities with our leading transition franchise and seeing those opportunities arise.

And just housekeeping one the 40 billion of assets that are not currently earning fees projected to earn about 400 million annually when deployed or when it moves into fee-bearing capital, do you have a sense of timing of that 40 billion moving into the fee-bearing stream?

Two years' time.

Thank you. I would now like to hand the call back over to managing partner, Suzanne Fleming, for closing remarks.

Thank you, operator. Before we end the call, I want to mention that we look forward to seeing many of you at our investor day, which will be held on September 12th in New York. With that, we'll end the call. Thank you for joining us.

This concludes today's conference call. Thank you for participating and you may now disconnect.