Filed Pursuant to Rule 424(b)(3)
Registration No. 333-274315
SUPPLEMENT NO. 2, DATED November 3, 2023
(to the
Joint Proxy Statement/Prospectus dated October 11, 2023)
SUPPLEMENT TO
PROXY STATEMENT FOR SPECIAL MEETING OF AMERICAN EQUITY INVESTMENT LIFE
HOLDING COMPANY AND PROSPECTUS FOR CLASS A LIMITED VOTING SHARES OF
BROOKFIELD ASSET MANAGEMENT LTD.
This joint proxy statement/prospectus supplement (this Supplement) supplements the joint proxy
statement/prospectus, dated October 11, 2023 (as supplemented by Supplement No. 1 thereto, dated October 30, 2023, the Joint Proxy Statement/Prospectus) that was mailed by American Equity Investment Life
Holding Company, an Iowa corporation (the Company) to its shareholders on or about October 12, 2023 in connection with the proposed merger (Merger) of the Company with a wholly-owned
subsidiary of Brookfield Reinsurance Ltd., a Bermuda exempted company limited by shares (Parent). Brookfield Asset Management Ltd., a company incorporated under the laws of the Province of British Columbia
(BAM), filed the Joint Proxy Statement/Prospectus with the Securities and Exchange Commission (the SEC) as part of a registration statement on Form F-4
(Registration No. 333-274315).
You should read carefully and in their
entirety this Supplement and the Joint Proxy Statement/Prospectus and all accompanying annexes and exhibits. In particular, you should review and consider carefully the matters discussed under the heading Risk Factors of the Joint Proxy
Statement/Prospectus.
The SEC and state securities regulators have not approved or disapproved these securities or
determined if the Joint Proxy Statement/Prospectus or this Supplement is truthful or complete. Any representation to the contrary is a criminal offense.
This Supplement to the Joint Proxy Statement/Prospectus is dated November 3, 2023.
As previously disclosed, on July 4, 2023, the Company entered into an Agreement and Plan of Merger (the Merger
Agreement) with Parent, Arches Merger Sub, Inc., an Iowa corporation and a wholly owned subsidiary of Parent (Merger Sub), and solely for the limited purposes set forth in the Merger Agreement, BAM. Subject to
the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company being the surviving company in the Merger.
As of the date of this Supplement, the Company, to its knowledge, has received ten (10) demand letters from purported shareholders of the
Company (the Demand Letters) requesting that the Company provide additional disclosures in a supplement to the Joint Proxy Statement/Prospectus. The Demand Letters allege, among other things, that the Joint Proxy
Statement/Prospectus contains incomplete information concerning the Companys financial projections, as well as the financial analyses conducted by Ardea Partners LP and J.P. Morgan Securities LLC, the Companys financial advisors.
The Company believes that the allegations in the Demand Letters are without merit and that the disclosures set forth in the Joint Proxy
Statement/Prospectus comply fully with applicable law. However, in order to avoid the risk of such allegations delaying or adversely affecting the Merger, and to minimize cost and distraction, the Company has determined to voluntarily supplement the
Joint Proxy Statement/Prospectus with the supplemental disclosures set forth below (the Supplemental Disclosures). Nothing in this Supplement shall be deemed an admission of the legal necessity or materiality under
applicable laws of any of the disclosures set forth herein or in the Joint Proxy Statement/Prospectus. To the contrary, the Company specifically denies all allegations that any additional disclosure was or is required.
The Supplemental Disclosures will not change the consideration to be paid to shareholders of the Company in connection with the Merger or the
timing of the special meeting of shareholders of the Company (Special Meeting) to be held in-person on Friday, November 10, 2023, at 9:00 A.M. Central Time at 6000 Westown
Parkway, West Des Moines, IA 50266.