40-F/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

Amendment No. 1

(Check One)

¨ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

x Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2020

Commission file number 001-15160

BROOKFIELD ASSET MANAGEMENT INC.

Ontario, Canada	(Exact name of registrant as specified in its charter) 1121, 1031, 1061, 1311, 1321, 2421, 4939, 6311	Not applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number (if applicable))	(I.R.S. Employer Identification Number (if Applicable))

Suite 300, Brookfield Place, 181 Bay Street, P.O. Box 762, Toronto, Ontario, Canada M5J 2T3

(416) 363-9491

(Address and Telephone Number of Registrant’s Principal Executive Office)

Torys LLP, 1114 Avenue of the Americas, New York, NY 10036-7703

(212) 880-6000

(Name, Address (Including Zip Code) and Telephone Number

(Including Area Code) of Agent For Service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Limited Voting Shares	BAM	New York Stock Exchange
4.625% Subordinated Notes due October 16, 2080	BAMH	New York Stock Exchange
4.50% Perpetual Subordinated Notes	BAMI	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

¨  Annual Information Form ¨ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Class A Limited Voting Shares: 1,510,635,291

Class B Limited Voting Shares  85,120

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.  Yes x    No ¨

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).  x Yes    ¨ No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

EXPLANATORY NOTE

Brookfield Asset Management Inc. (the "Corporation") is filing this Amendment No. 1 to its Annual Report on Form 40-F for the fiscal year ended December 31, 2020, which was filed with the Securities and Exchange Commission on March 23, 2021 (the "Original Annual Report"), for the purpose of:

•Correcting the number of outstanding Class A and Class B Limited Voting Shares of the Corporation provided on the cover of the Original Annual Report; and

•Correcting for a typographical error in the date included in the consent of Deloitte LLP ("Deloitte"), filed as Exhibit 99.7 to the Original Annual Report.

This Amendment No. 1 consists solely of a cover page, this explanatory note, the updated Exhibit Index, the updated consent of Deloitte filed as Exhibit 99.7 hereto, certifications of our principal executive officer and our principal financial officer as required under the Sarbanes-Oxley Act of 2002 filed as exhibits 99.3 and 99.4 hereto, and a signature page.

Other than as expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend, update, or restate the information in any item of the Original Annual Report or reflect any events that have occurred after the Original Annual Report was filed. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 26, 2021.

BROOKFIELD ASSET MANAGEMENT INC.
By:	/s/ Nicholas Goodman
Name:	Nicholas Goodman
Title:	Managing Partner and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1*	Annual Information Form for the fiscal year ended December 31, 2020
99.2*	Management’s Discussion and Analysis of Financial Results for the fiscal year ended December 31, 2020, the Consolidated Financial Statements for the fiscal year ended December 31, 2020 and 2019, and the reports of the Independent Registered Public Accounting Firm
99.3**	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
99.4**	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
99.5*	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code
99.6*	Certification of Chief Financial Officer Form pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code
99.7**	Consent of Deloitte LLP
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because the XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Previously filed.

**Filed herewith.

EX-99.3

Exhibit 99.3

CERTIFICATION

I, Bruce Flatt, certify that:

1.I have reviewed this annual report on Form 40-F as amended by Amendment No. 1 of Brookfield Asset Management Inc.; and

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Dated: March 26, 2021

/s/ Bruce Flatt

Bruce Flatt

Chief Executive Officer

(Principal Executive Officer)

EX-99.4

Exhibit 99.4

CERTIFICATION

I, Nicholas Goodman, certify that:

1.I have reviewed this annual report on Form 40-F as amended by Amendment No. 1 of Brookfield Asset Management Inc.; and

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Dated: March 26, 2021

/s/ Nicholas Goodman

Nicholas Goodman

Chief Financial Officer

(Principal Financial Officer)

EX-99.7

Exhibit 99.7

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-233871, 333-214948, 333-204848, 333-184108, 333-178260, and 333-129631 on Form S-8, Registration Statement Nos. 333-249132, 333-249132-01, and 333-249132-02 on Form F-10, and Registration Statement Nos. 333-249134, 333-249134-01, 333-249134-02, 333-249134-03, and 333-182656 on Form F-3 and to the use of our reports dated March 23, 2021 relating to the financial statements of Brookfield Asset Management Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 40-F for the year ended December 31, 2020.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

March 26, 2021