Ares Strategic Income Fund

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As filed with the Securities and Exchange Commission on April 23, 2025

Securities Act File No. 333-
File No. 814-01512

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 ☒

Pre-Effective Amendment No. ☐

Post-Effective Amendment No. ☐

Ares Strategic Income Fund

(Exact name of registrant as specified in charter)

245 Park Avenue, 44th Floor

New York, NY 10167

(212) 750-7300

(Address and telephone number, including area code, of principal executive offices)

Joshua M. Bloomstein

General Counsel

Ares Strategic Income Fund

245 Park Avenue, 44th Floor

New York, NY 10167

(Name and address of agent for service)

COPIES TO:

Monica J. Shilling
Van Whiting
Kirkland & Ellis LLP
2049 Century Park East, 37th Floor
Los Angeles, California 90067
(310) 552-4200

Nicole M. Runyan
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800

Approximate Date of Commencement of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☒	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

☐	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☐	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

☐	when declared effective pursuant to Section 8(c) of the Securities Act.

☒	immediately upon filing pursuant to paragraph (b) of Rule 486.

☐	on (date) pursuant to paragraph (b) of Rule 486.

☐	60 days after filing pursuant to paragraph (a) of Rule 486.

☐	on (date) pursuant to paragraph (a) of Rule 486.

If appropriate, check the following box:

☐	This post-effective amendment designates a new effective date for a previously filed registration statement.

☐	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

☐	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

Check each box that appropriately characterizes the Registrant:

☐	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

☒	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☐	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)).

☐	If an Emerging Growth Company, 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 7(a)(2)(B) of Securities Act.

☐	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

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Explanatory Note

Pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included herein is a combined prospectus which relates to (i) the Registration Statement File No. 333-264145, dated April 5, 2022, as amended, previously filed by Ares Strategic Income Fund (the “Registrant”) on Form N-2 (the “Prior Registration Statement”), and (ii) the registration by the Registrant of additional securities as set forth herein. This Registration Statement also constitutes a Post-Effective Amendment to the Prior Registration Statement, and such Post-Effective Amendment shall become effective concurrently with the effectiveness of this Registration Statement. Pursuant to the Prior Registration Statement, a total of $7,500,000,000 common shares of beneficial interest, par value $0.01 per share, were previously registered. This Registration Statement has registered an additional $7,500,000,000 of common shares, resulting in a total of $15,000,000,000 in registered common shares.

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Prospectus

Ares Strategic Income Fund

Class S, Class D and Class I Shares

Maximum Offering of $15,000,000,000

Ares Strategic Income Fund is a Delaware statutory trust that seeks to invest primarily in first lien senior secured loans, second lien senior secured loans, subordinated secured and unsecured loans, subordinated debt, and other types of credit instruments made to or issued by U.S. middle-market companies, which we generally define as companies with annual net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”) between $10 million and $250 million. We expect that a majority of our investments will be in directly originated loans. For cash management and other purposes, we also invest in broadly syndicated loans and other more liquid credit investments, including in publicly traded debt instruments and other instruments that are not directly originated. Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. Throughout the prospectus, we refer to Ares Strategic Income Fund as the “Fund,” “we,” “us” or “our.”

We are a closed-end management investment company organized as a Delaware statutory trust. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are externally managed by our investment adviser, Ares Capital Management LLC (the “investment adviser”). Our investment adviser is a subsidiary of Ares Management Corporation (“Ares” or “Ares Management”), a publicly traded, leading global alternative investment manager. Ares Operations LLC, a subsidiary of Ares, provides certain administrative and other services necessary for us to operate. We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a regulated investment company under the Internal Revenue Code of 1986, as amended.

We are offering on a continuous basis up to $15,000,000,000 of our common shares of beneficial interest, including Class S shares, Class D shares and Class I shares (“Common Shares”). We are offering to sell any combination of three classes of Common Shares with a dollar value up to the maximum offering amount. The share classes have different ongoing shareholder servicing and/or distribution fees. The purchase price per share for each class of Common Shares sold in this offering equals our net asset value (“NAV”) per share, as of the day preceding the effective date of the monthly share purchase. This is a “best efforts” offering, which means that Ares Wealth Management Solutions, LLC, the “intermediary manager” for this offering and an affiliate of our investment adviser, will use its best efforts to sell Common Shares in this offering, but is not obligated to purchase or sell any specific amount of shares in this offering.

Investing in our Common Shares involves a high degree of risk. You should purchase these securities only if you can afford the complete loss of your investment. See “Risk Factors” beginning on page 28 of this prospectus. Also consider the following:

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We have a limited operating history and there is no assurance that we will achieve our investment objective.

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We have not identified specific investments that we will make with the proceeds of this offering. As a result, this may be deemed a “blind pool” offering and you will not have the opportunity to evaluate our investments before we make them.

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You should not expect to be able to sell your Common Shares regardless of how we perform.

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You should consider that you may not have access to the money you invest for an extended period of time.

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We do not intend to list our Common Shares on any securities exchange, and we do not expect a secondary market in our Common Shares to develop.

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Because you may be unable to sell your Common Shares, you will be unable to reduce your exposure in any market downturn.

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We have implemented a share repurchase program pursuant to which we intend to offer to repurchase, at the discretion of our Board of Trustees, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. In addition, to the extent we offer to repurchase our Common Shares in any particular quarter, any such repurchases will be at prices equal to the NAV per share as of the last calendar day of the applicable month designated by our Board of Trustees, except that we deduct 2.00% from such NAV for shares that have not been outstanding for at least one year. Such share repurchase prices may be lower than the price at which you purchase our Common Shares in this offering.

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You will bear varying expenses of the Fund, including organization and ongoing offering expenses, unless otherwise advanced by our investment adviser and not repaid by us pursuant to the terms and conditions of the Expense Support and Conditional Reimbursement Agreement. These expenses, which are our liabilities, will reduce the NAV of Common Shares and you will have to receive a total return at least in excess of those expenses to receive an actual return on your investment. You will also bear upfront placement fees or brokerage commissions, depending on the class of Common Shares you purchase and the selling agent through whom you purchase such Common Shares. See “Fees and Expenses.”

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An investment in our Common Shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program.”

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An investment in our Common Shares is suitable only for investors with the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in our Common Shares.

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We cannot guarantee that we will continue to make distributions, and if we do we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. A return of capital is a return of a portion of your original investment in our Common Shares.

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Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by our investment adviser or its affiliates made pursuant to our Expense Support and Conditional Reimbursement Agreement that may be subject to reimbursement by us to our investment adviser or its affiliates. The repayment of any amounts owed to our investment adviser or our affiliates will reduce our NAV and may reduce future distributions to which you would otherwise be entitled.

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We use and expect to continue to use leverage, which magnifies the potential for loss on amounts invested in us.

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We make investments that are rated below investment grade by rating agencies or that would be rated below investment grade if instruments they were rated. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Unrated and below investment grade instruments have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value. We intend to invest significantly in junk bonds. See “Prospectus Summary — Q: What types of investments do you make?”

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Securities regulators have also not passed upon whether this offering can be sold in compliance with existing or future suitability or conduct standards including the ‘Regulation Best Interest’ standard to any or all purchasers.

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The use of forecasts in this offering is prohibited. Any oral or written predictions about the amount or certainty of any cash benefits or tax consequences that may result from an investment in our Common Shares is prohibited. No one is authorized to make any statements about this offering different from those that appear in this prospectus.


				Proceeds to
	Price to the			Us, Before
	Public⁽¹⁾		Sales Load⁽²⁾	Expenses⁽³⁾
					Up to
Maximum Offering⁽⁴⁾	$	15,000,000,000		$	15,000,000,000
Class S Shares, per Share	$	27.36	None	$	5,000,000,000
Class D Shares, per Share	$	27.36	None	$	5,000,000,000
Class I Shares, per Share	$	27.36	None	$	5,000,000,000

(1)	Shares of each class of our Common Shares are offered on a monthly basis at a price per share equal to the NAV per share for such class. The table reflects the NAV per share of each class as of March 31, 2025.

(2)

(3)

We and, ultimately, holders of certain classes of our Common Shares, will also pay the following shareholder servicing and/or distribution fees to Ares Wealth Management Solutions, LLC, the intermediary manager, subject to Financial Industry Regulatory Authority, Inc. (“FINRA”) limitations on underwriting compensation: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares; and (b) for Class D shares, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly. No shareholder servicing and/or distribution fees will be paid with respect to Class I shares. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We and, ultimately, our common shareholders, will also pay or reimburse organization and offering expenses and, subject to FINRA limitations on underwriting compensation, certain wholesaling expenses. FINRA defines “underwriting compensation” as any payment, right, interest, or benefit received or to be received by a participating member from any source for underwriting, allocation, distribution, advisory and other investment banking services in connection with a public offering. The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. See “Plan of Distribution” and “Use of Proceeds.” We and, ultimately, our common shareholders will also pay certain ongoing offering expenses associated with our continuous offering of Common Shares if such ongoing offering costs are (i) paid by us or (ii) advanced by our investment adviser and reimbursed by us subject to certain conditions contained in the Expense Support and Conditional Reimbursement Agreement entered into between us and the investment adviser (the “Expense Support and Conditional Reimbursement Agreement”). Reimbursement by us of expenses advanced by our investment adviser, including organization and initial offering expenses associated with either our initial or continuous offering of Common Shares will reduce our NAV at the time we make such reimbursement payment and may reduce future distributions to which you would otherwise be entitled. As of December 31, 2024, there was $55 million of expenses supported by the investment adviser that were eligible for reimbursement pursuant to the Expense Support and Conditional Reimbursement Agreement (including $2.5 million of base management fee and $1.3 million of incentive fee for which our investment adviser has agreed not to seek recoupment). See Note 3 of our consolidated financial statements for the year ended December 31, 2024 for more information about our Expense Support and Conditional Reimbursement Agreement.

(4)	Assumes that all Common Shares currently registered are sold in the continuous offering. The proceeds may differ from that shown if the then-current NAV at which Common Shares are sold varies from that shown and/or additional Common Shares are registered.

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This prospectus contains important information about us that a prospective investor should know before investing in our Common Shares. Please read this prospectus before investing and keep it for future reference. We have filed, and will continue to file annual, quarterly and current reports, proxy statements and other information about us with the SEC, and additional information about the Registrant will be filed with the SEC and will be available upon written or oral request and without charge. This information, including any annual, quarterly and current reports, will be available free of charge by contacting Ares Wealth Management Solutions Client Services at 1200 17th Street, 29th Floor, Denver, Colorado 80202, by telephone at (888) 310-9352, by sending an e-mail to us at wmsoperations@aresmgmt.com or on our website at https://www.areswms.com/solutions/asif/. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus. The SEC also maintains a website at http://www.sec.gov, which contains such information.

The date of this prospectus is April 23, 2025

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SUITABILITY STANDARDS

Common Shares offered through this prospectus are suitable only as a long-term investment for persons of adequate financial means such that they do not have a need for liquidity in this investment. We have established financial suitability standards for initial shareholders in this offering which require that a purchaser of shares have either:

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a gross annual income of at least $70,000 and a net worth of at least $70,000; or

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a net worth of at least $250,000.

For purposes of determining the suitability of an investor, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles. In the case of sales to fiduciary accounts, these minimum standards must be met by the beneficiary, the fiduciary account or the donor or grantor who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary.

Certain states have established suitability standards in addition to the minimum income and net worth standards described above. Common Shares will be sold to investors in these states only if they meet the additional suitability standards set forth below.

Alabama Investors. Investors residing in Alabama may not invest more than 10% of their liquid net worth in us and our affiliates.

California Investors. California residents may not invest more than 10% of their liquid net worth in us and must have either (a) a liquid net worth of $350,000 and annual gross income of $65,000 or (b) a liquid net worth of $500,000.

Idaho Investors. Purchasers residing in Idaho must have either (a) a liquid net worth of $85,000 and annual gross income of $85,000 or (b) a liquid net worth of $300,000. Additionally, the total investment in us shall not exceed 10% of their liquid net worth.

Iowa Investors. Investors residing in Iowa must have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000. In addition, investors residing in Iowa who are not “accredited investors” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), may not invest more than 10% of their net worth in our Common Shares and the common stock of other non-traded BDCs.

Kansas Investors. The Securities Commissioner of Kansas recommends that Kansas investors limit their aggregate investment in our securities and other similar investments to not more than 10 percent of their liquid net worth. Liquid net worth shall be defined as that portion of the purchaser’s total net worth that is comprised of cash, cash equivalents, and readily marketable securities, as determined in conformity with U.S. generally accepted accounting principles (“GAAP”).

Kentucky Investors. A Kentucky investor may not invest more than 10% of its liquid net worth in us or our affiliates. “Liquid net worth” is defined as that portion of net worth that is comprised of cash, cash equivalents and readily marketable securities.

Maine Investors. The Maine Office of Securities recommends that an investor’s aggregate investment in this offering and similar direct participation investments not exceed 10% of the investor’s liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.

Massachusetts Investors. Massachusetts investors may not invest more than 10% of their liquid net worth in this offering, in public, non-traded business development companies, in public, non-traded real estate investment trusts, and other illiquid direct participation programs.

Missouri Investors. In addition to the suitability standards set forth above, no more than ten percent (10%) of any one (1) Missouri investor’s liquid net worth shall be invested in the securities being registered in this offering.

Nebraska Investors. In addition to the suitability standards set forth above, Nebraska investors must limit their aggregate investment in this offering and the securities of other business development companies to 10% of such investor’s net worth. Investors who are accredited investors as defined in Regulation D under the Securities Act are not subject to the foregoing investment concentration limit.

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New Jersey Investors. New Jersey investors must have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home furnishings, and automobiles, minus total liability) that consists of cash, cash equivalent and readily marketable securities. In addition, a New Jersey investor’s investment in us, our affiliates, and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of their liquid net worth.

New Mexico Investors. In addition to the general suitability standards listed above, a New Mexico investor may not invest, and we may not accept from an investor more than ten percent (10%) of that investor’s liquid net worth in shares of us, our affiliates and in other non-traded business development companies. Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities.

North Dakota Investors. Investors residing in North Dakota who are not “accredited investors” as defined in Regulation D under the Securities Act must have a net worth of at least ten times their investment in our Common Shares.

Ohio Investors. It is unsuitable for Ohio residents to invest more than 10% of their liquid net worth in the issuer, affiliates of the issuer and in any other non-traded business development company. “Liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles, minus total liabilities) comprised of cash, cash equivalents and readily marketable securities. This condition does not apply, directly or indirectly, to federally covered securities.

Oklahoma Investors. Purchasers residing in Oklahoma may not invest more than 10% of their liquid net worth in us.

Oregon Investors. In addition to the suitability standards set forth above, Oregon investors may not invest more than 10% of their liquid net worth. Liquid net worth is defined as net worth excluding the value of the investor’s home, home furnishings and automobile.

Pennsylvania Investors. Investors residing in Pennsylvania may not invest more than 10% of their net worth in our Common Shares.

Puerto Rico Investors. Purchasers residing in Puerto Rico may not invest more than 10% of their liquid net worth in us, our affiliates and other non-traded business development companies. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles minus total liabilities) consisting of cash, cash equivalents and readily marketable securities.

Tennessee Investors. Investors residing in Tennessee who are not “accredited investors” as defined in Regulation D under the Securities Act may not invest more than 10% of their net worth in our Common Shares.

Vermont Investors. Investors residing in Vermont who are not “accredited investors” as defined in Regulation D under the Securities Act may not purchase an amount of shares in this offering that exceeds 10% of their liquid net worth.

Our investment adviser, those selling shares on our behalf and participating brokers and registered investment advisers recommending the purchase of shares in this offering are required to make every reasonable effort to determine that the purchase of shares in this offering is a suitable and appropriate investment for each investor based on information provided by the investor regarding the investor’s financial situation and investment objective and must maintain records for at least six years after the information is used to determine that an investment in our Common Shares is suitable and appropriate for each investor. In making this determination, our investment adviser, the participating broker, registered investment adviser, authorized representative or other person selling shares will, based on a review of the information provided by the investor, consider whether the investor:

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meets the minimum income and net worth standards established in the investor’s state;

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can reasonably benefit from an investment in our Common Shares based on the investor’s overall investment objective and portfolio structure;

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is able to bear the economic risk of the investment based on the investor’s overall financial situation, including the risk that the investor may lose its entire investment; and

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has an apparent understanding of the following:

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the fundamental risks of the investment;

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the lack of liquidity of our Common Shares;

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the background and qualifications of our investment adviser; and

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the tax consequences of the investment.

In addition to investors who meet the minimum income and net worth requirements set forth above, our Common Shares may be sold to financial institutions that qualify as “institutional investors” under the state securities laws of the state in which they reside. “Institutional investor” is generally defined to include banks, insurance companies, investment companies as defined in the Investment Company Act, pension or profit sharing trusts and certain other financial institutions. A financial institution that desires to purchase shares will be required to confirm that it is an “institutional investor” under applicable state securities laws.

In addition to the suitability standards established herein, (i) a participating broker may impose additional suitability requirements and investment concentration limits to which an investor could be subject and (ii) various states may impose additional suitability standards, investment amount limits and alternative investment limitations.

Brokers must comply with Regulation Best Interest, which, among other requirements, enhances the existing standard of conduct for brokers and establishes a “best interest” obligation for brokers and their associated persons when making recommendations of any securities transaction or investment strategy involving securities to a retail customer. The obligations of Regulation Best Interest are in addition to, and may be more restrictive than, the suitability requirements listed above. When making such a recommendation to a retail customer, a broker must, among other things, act in the best interest of the retail customer at the time a recommendation is made, without placing its interests ahead of its retail customer’s interests. A broker may satisfy the best interest standard imposed by Regulation Best Interest by meeting disclosure, care, conflict of interest and compliance obligations. In addition, brokers are required to provide retail investors a brief relationship summary, or Form CRS, that summarizes for the retail investor key information about the broker. Form CRS is different from this prospectus, which contains regarding this offering and us. Investors should refer to the prospectus for detailed information about this offering before deciding to purchase Common Shares. Currently, there is no administrative or case law interpreting Regulation Best Interest and the full scope of its applicability on brokers participating in our offering cannot be determined at this time.

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ABOUT THIS PROSPECTUS

Please carefully read the information in this prospectus and any accompanying prospectus supplements, which we refer to collectively as the “prospectus.” We have not authorized anyone to provide any information other than that contained in this prospectus or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. This prospectus may only be used where it is legal to sell these securities. You should not assume that the information contained in this prospectus is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

We disclose the NAV per share of each class of our Common Shares for each month when available on our website at https://www.areswms.com/solutions/asif/. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

The words “we,” “us,” “our” and the “Fund” refer to Ares Strategic Income Fund, together with its consolidated subsidiaries.

Unless otherwise noted, numerical information relating to Ares is approximate as of December 31, 2024.

Citations included herein to industry sources are used only to demonstrate third-party support for certain statements made herein to which such citations relate. Information included in such industry sources that do not relate to supporting the related statements made herein are not part of this prospectus and should not be relied upon.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements included in this prospectus and any accompanying prospectus supplement, constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus, any accompanying prospectus supplement and other information incorporated herein by reference involve a number of risks and uncertainties, including statements concerning:

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our, or our portfolio companies’, future business, operations, operating results or prospects;

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the return or impact of current and future investments;

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the impact of a protracted decline in the liquidity of credit markets on our business;

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changes in the general economy, including those caused by tariffs and trade disputes with other countries, changes in inflation and risk of recession;

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fluctuations in global interest rates;

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the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, governing our operations or the operations of our portfolio companies or the operations of our competitors;

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the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

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our ability to recover unrealized losses;

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our ability to deploy any capital raised in this offering;

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market conditions and our ability to access different debt markets and additional debt and equity capital and our ability to manage our capital resources effectively;

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our contractual arrangements and relationships with third parties;

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political and regulatory conditions that contribute to uncertainty and market volatility including the impact of the legislative, regulatory, trade and policy changes associated with the current U.S. presidential administration;

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the impact of supply chain constraints on our portfolio companies and the global economy;

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uncertainty surrounding global financial stability;

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ongoing conflicts in the Middle East and the Russia-Ukraine war, including the potential for volatility in energy prices and other commodities and their impact on the industries in which we invest;

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the disruption of global shipping activities;

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the financial condition of our current and prospective portfolio companies and their ability to achieve their objectives;

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the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;

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the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economy;

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our ability to anticipate and identify evolving market expectations with respect to environmental, social and governance matters, including the environmental impacts of our portfolio companies’ supply chain and operations;

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our ability to successfully complete and integrate any acquisitions;

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the outcome and impact of any litigation or regulatory proceeding;

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the adequacy of our cash resources and working capital;

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the timing, form and amount of any distributions;

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the timing of cash flows, if any, from the operations of our portfolio companies;

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the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments; and

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our anticipated use of the net proceeds from this offering.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “projects,” “estimates,” “will,” “should,” “could,” “would,” “likely,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words.

You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the date of this prospectus or any prospectus supplement or other information incorporated herein by reference, as applicable. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

The forward-looking statements in this prospectus are excluded from the safe harbor protection provided by Section 27A of Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements or from our historical performance for any reason, including the factors set forth in “Risk Factors” and the other information included in this prospectus and any accompanying prospectus supplement, including the documents we incorporate by reference herein and therein.

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	Page
SUITABILITY STANDARDS	i
ABOUT THIS PROSPECTUS	iv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	v
PROSPECTUS SUMMARY	1
FEES AND EXPENSES	21
FINANCIAL HIGHLIGHTS	25
RISK FACTORS	28
USE OF PROCEEDS	59
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	63
SENIOR SECURITIES	87
PORTFOLIO COMPANIES	88
INVESTMENT OBJECTIVE AND STRATEGIES	117
MANAGEMENT OF THE FUND	132
PORTFOLIO MANAGEMENT	147
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT AND ADMINISTRATION AGREEMENT	151
POTENTIAL CONFLICTS OF INTEREST	163
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS	166
DISTRIBUTIONS	168
DESCRIPTION OF OUR COMMON SHARES	170
DETERMINATION OF NET ASSET VALUE	182
PLAN OF DISTRIBUTION	185
HOW TO SUBSCRIBE	195
SHARE REPURCHASE PROGRAM	198
DISTRIBUTION REINVESTMENT PLAN	201
PERPETUAL-LIFE BDC	202
REGULATION	203
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	210
ERISA CONSIDERATIONS	219
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR	221
BROKERAGE ALLOCATION AND OTHER PRACTICES	222
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	223
LEGAL MATTERS	224
AVAILABLE INFORMATION	225
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1
APPENDIX A: FORM OF SUBSCRIPTION AGREEMENTS	A-1

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PROSPECTUS SUMMARY

This prospectus summary highlights certain information contained elsewhere in this prospectus. This is only a summary and it may not contain all of the information that is important to you. Before deciding to invest in this offering, you should carefully read this entire prospectus, including the “Risk Factors” section. Except where the context suggests otherwise, the terms “we,” “us,” “our,” “the Fund” and “Ares Strategic Income Fund” refer to Ares Strategic Income Fund and its consolidated subsidiaries; “Ares Capital Management” and “our investment adviser” refer to Ares Capital Management LLC; “Ares Operations” and “our administrator” refer to Ares Operations LLC; and “Ares” and “Ares Management” refer to Ares Management Corporation and its affiliated companies (other than portfolio companies and its affiliated funds) and “Ares funds” refers to investment funds, partnerships, limited liability companies, corporations or similar investment vehicles, clients, the assets or investments for the account of any client, or separate account for which, in each case. Ares or one or more of its affiliated companies, including our investment adviser acts as general partner, manager, managing member, investment adviser, sponsor or in a similar capacity.

Q:	Who are Ares and the Ares Credit Group?

Our investment adviser, Ares Capital Management LLC, is a subsidiary of Ares, a publicly traded, leading global alternative investment manager with $484.4 billion of assets under management¹, and over 3,200 employees in over 35 offices in more than 15 countries as of December 31, 2024. Since its inception in 1997, Ares has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns throughout market cycles. Ares believes each of its distinct but complementary investment groups in credit, real assets, private equity and secondaries is a market leader based on assets under management and investment performance. Ares was built upon the fundamental principle that each group benefits from being part of the broader platform. We believe that Ares creates value for its stakeholders not only through investment performance, but also by expanding product offerings, enhancing distribution channels, increasing global presence, investing in non-investment functions, securing strategic partnerships and completing strategic acquisitions and portfolio purchases.

Our investment adviser sits within the Ares Credit Group, a leading manager of liquid and illiquid credit strategies across the non-investment grade credit universe, with approximately $348.8 billion of assets under management¹ as of December 31, 2024. Ares is one of the largest self-originating direct lenders to the U.S. and European middle markets, providing one-stop financing solutions for small-to-medium sized companies, which we believe are underserved by traditional lenders.

The graphic below illustrates the spectrum of liquid and illiquid credit strategies currently managed by the Ares Credit Group. Our objective is to bring the Ares Credit Group’s leading credit investment platform to the Fund, together with the broader Ares integrated groups across credit, private equity, real assets and secondaries. Although we have the flexibility to invest in all of Ares Credit Group’s investment strategies identified in the graphic below, our investment strategies and investments across those strategies may vary from Ares Credit Group’s over time, perhaps materially. See “Investment Objective and Strategies” for more information about our investment strategies. Our investments are subject to a number of risks. See “Risk Factors.”

As of December 31, 2024, such assets under management included approximately $12.8 billion managed by Ivy Hill Asset Management, L.P. (“IHAM”), an SEC-registered investment adviser and a wholly owned portfolio company of Ares Capital Corporation, a publicly traded BDC managed by our investment adviser.

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Q:	What is a business development company, or BDC?

BDCs are closed-end funds that elect to be regulated as BDCs under the Investment Company Act. As such, BDCs are subject to only certain sections of, and rules under, the Investment Company Act, as well as the Securities Act and the Exchange Act. BDCs typically invest in private or certain public companies in the form of debt or equity capital, with the goal of generating current income and/or capital appreciation. BDCs can be internally or externally managed and may qualify to elect to be taxed as regulated investment companies (“RICs”) for federal tax purposes if they so choose. BDCs are subject to certain restrictions applicable to investment companies under the Investment Company Act. As a BDC, at least 70% of our assets must be the type of “qualifying” assets listed in Section 55(a) of the Investment Company Act, as described herein, which are generally privately offered loans, equity and debt securities issued by U.S. private or certain public companies. See “Investment Objective and Strategies — Regulation as a BDC.”

Q:	What is a regulated investment company, or RIC?

We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a RIC under the Internal Revenue Code of 1986, as amended (the “Code”).

In general, a RIC is a company that:

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is a BDC or registered investment company that combines the capital of many investors to acquire securities;

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offers the benefits of a securities portfolio under professional management;

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satisfies various requirements of the Code, including an asset diversification requirement; and

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is generally not subject to U.S. federal corporate income taxes on its net taxable income that it currently distributes to its shareholders, which substantially eliminates the “double taxation” (i.e., taxation at both the corporate and shareholder levels) that generally results from investments in a C corporation.

Q:	What is a non-exchange traded, perpetual-life BDC?

A non-exchange traded BDC is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration that does not intend to complete a liquidity event within any specific time period, if at all, and whose common shares are intended to be sold by the BDC monthly on a continuous basis at a price generally equal to the BDC’s monthly NAV per share. In our perpetual-life structure, we have implemented a share repurchase program pursuant to which we intend to offer to repurchase, at the discretion of our board of trustees (the “Board of Trustees” and each member of the Board of Trustees, a “Trustee”), up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. However, the determination to repurchase our Common Shares in any particular quarter is solely at the Board of Trustees’ discretion and we are not obligated to offer to repurchase our Common Shares in any particular quarter or at all. Aside from the limited liquidity offered by quarterly share repurchases, investors generally should not expect to be able to sell their Common Shares regardless of how well we perform. We believe that our perpetual nature enables us to execute a patient and opportunistic investment strategy and be able to invest across different market environments. This may reduce our risk of being a forced seller of assets in market downturns compared to non-perpetual funds. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our Fourth Amended and Restated Declaration of Trust (as such may be amended and restated from time to time, the “Declaration of Trust”) or otherwise to effect a liquidity event at any time. See “Perpetual-Life BDC.”

Q:	What is your investment objective?

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation.

Q:	What is your investment strategy?

We seek to meet our investment objective by:

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utilizing the expertise of the Ares Credit Group, along with the broader resources of Ares, in sourcing, evaluating and structuring transactions;

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employing a longstanding investment approach focused on long-term credit performance and downside protection, generally investing in loans with asset coverage ratios and interest coverage ratios that our investment adviser believes provide substantial credit protection, and also seeking favorable financial protections, including, where our investment adviser believes necessary, one or more financial maintenance covenants;

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focusing on liquid and illiquid credit of U.S. companies, and to a lesser extent non-U.S. companies; and

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maintaining rigorous portfolio monitoring to anticipate and pre-empt negative credit events in the portfolio.

Our investment strategy is expected to capitalize on the Ares Credit Group’s scale and reputation in the market as an attractive solution provider to meet our investment objective. We also benefit from the Ares Credit Group’s reputation and ability to transact in scale with speed and certainty, and its long-standing and extensive relationships with financial sponsors that require financing for their transactions.

Q:	What types of investments do you make?

We invest primarily in first lien senior secured loans, second lien senior secured loans, subordinated secured and unsecured loans, subordinated debt, which in some cases include equity and/or preferred components, and other types of credit instruments which may include commercial real estate mezzanine loans, real estate mortgages, distressed investments, securitized products, notes, bills, debentures, bank loans, convertible and preferred securities, infrastructure debt and government and municipal obligations, made to or issued by U.S. middle-market companies, which we generally define as companies with annual EBITDA between $10 million and $250 million. We expect that a majority of our investments will be in directly originated loans. For cash management and other purposes, we also invest in broadly syndicated loans and other more liquid credit investments, including in publicly traded debt instruments and other instruments that are not directly originated. We primarily invest in illiquid and restricted investments, and while most of our investments are expected to be in private U.S. companies (we generally have to invest at least 70% of our total assets in “qualifying assets,” including private U.S. companies), we may also invest from time to time in non-U.S. companies. Our portfolio may also include equity securities such as common stock, preferred stock, warrants or options, which may be obtained as part of providing a broader financing solution. Under normal circumstances, we will invest directly or indirectly at least 80% of our total assets (net assets plus borrowings for investment purposes) in debt instruments of varying maturities.

The instruments we invest in are typically unrated or rated below investment grade, which is often an indication of size, credit worthiness and speculative nature relative to the capacity of the borrower to pay interest and principal. Generally, we believe that if our unrated investments were rated, they would be rated below investment grade. Bonds that are rated below investment grade are often referred to as “high yield bonds” or “junk bonds.” Unrated or below investment grade instruments have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.

We may invest in certain debt and other obligations of companies that may be in some level of financial or business distress or may become distressed after we invest (“Stressed Issuers”) including companies involved in, or that have recently completed, bankruptcy or other restructuring, reorganization and liquidation proceedings. These investments may include: (i) corporate debt instruments relating to stressed and distressed industries or issuers; (ii) rescue-capital opportunities; and (iii) public and private stock issued in connection with restructurings and reorganizations or otherwise. In addition, we have formed and invested in and may in the future form or invest in collateralized loan obligations (“CLOs”) and will generally have the right to receive payments only from the CLOs (i.e., we will generally not have direct rights against the underlying borrowers or entities that sponsor the CLOs).

We may, but are not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks, but we do not generally intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements entered into for speculative purposes are not expected to be material to our business or results of operations. These hedging activities, which will be in compliance with applicable legal and regulatory requirements, may include the use of futures, options, currency options, forward contracts, and interest rate swaps, caps, collars and floors. We will bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy we employ will be successful.

Your investment is subject to a number of risks, including our difficulty in raising funds or sourcing investment opportunities, limited liquidity of our Common Shares, and more. See “Investment Objective and Strategies” and “Risk Factors — Risks Relating to an Investment in Our Common Shares.”

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The investments we make are also subject to a number of risks, including as a result of the debt instruments we invest in, general economic conditions, inflation, supply chain issues, geopolitical matters, and risks related to the structure of the type of debt investments we will make, among others. Furthermore, we intend to primarily invest in U.S. middle-market companies and such investments involve a number of risks, including that these companies may have limited financial resources, may be unable to meet their financial and other obligations, typically have shorter operating histories, typically depend on the management talents and efforts of a small group of persons, generally have little available public information, generally have less predictable operating results and may have difficulty accessing capital markets to meet future capital needs. See “Risk Factors — Risks Relating to our Investments” for more information on the types of investments we may make and their risks.

Q:	What is a directly originated loan?

A directly originated loan is a loan where we, along with other funds and client accounts managed by our investment adviser and/or its affiliates, lend directly to the borrower and hold the loan generally on our own or in a small group with other affiliated funds and accounts and/or third-party investors. This is distinct from a syndicated loan, which is generally originated by a bank or other lender and then syndicated, or sold, in multiple pieces to other investors. Directly originated loans are generally held until maturity or until they are refinanced by the borrower. Syndicated loans often have liquid markets and can be traded by investors.

Q:	What strengths do Ares and the Ares Credit Group offer?

We believe Ares and Ares Credit Group’s investment strategy represents a differentiated approach to credit investing and seeks to provide investors with attractive, risk-adjusted returns. More specifically, we believe that the following characteristics of Ares and the Ares Credit Group distinguish us as a compelling investment opportunity:

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The Ares Platform: Ares operates integrated groups across credit, real assets, private equity and secondaries. As of December 31, 2024, Ares oversaw a portfolio of investments in over 1,900 companies, over 1,750 alternative credit investments, over 555 properties, over 60 infrastructure assets and over 885 limited partnership interests across over 55 industries, which we believe provides us with access to an extensive network of relationships and insights into industry trends and the state of the capital markets. More specifically, our investment adviser provides us with investment advisory services pursuant to the Third Amended and Restated Investment Advisory and Management Agreement between us and our investment adviser (as may be amended and restated from time to time, the “investment advisory and management agreement”). Our investment adviser’s investment advisory business is served by a seasoned team within the Ares Credit Group. The Ares Credit Group is a leading manager of liquid and illiquid credit strategies across the non-investment grade credit universe, with approximately $348.8 billion of assets under management as of December 31, 2024.³ We believe our affiliation with the Ares Credit Group provides a distinct competitive advantage across the credit spectrum through Ares’ market presence, scale and origination capabilities. We believe the Ares Credit Group’s market information, company knowledge and industry insight benefits our investment adviser as it identifies attractive liquid and illiquid credit investment opportunities for us. The Ares Credit Group’s investment professionals maintain extensive financial sponsor and intermediary relationships, which we believe provides valuable insight and access to transactions and information for us. The Ares Credit Group’s relationship network includes over 565 financial sponsors in the U.S. and over 395 financial sponsors in Europe and over 100 global banking institutions, as well as privately held companies, investment advisors, boutique investment banks, law firms, consultants and other parties.

³	As of December 31, 2024, such assets under management includes approximately $12.8 billion managed by IHAM, an SEC-registered investment adviser and a wholly owned portfolio company of Ares Capital Corporation, a publicly traded BDC managed by our investment adviser.

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Broad Liquid and Illiquid Credit Strategy: The Ares Credit Group employs a broad credit investment strategy based on absolute and relative value considerations across both liquid and illiquid investments. Given the expansive credit strategy, the Ares Credit Group generally seeks to invest in multiple industries and geographies across the fixed income market, primarily in below investment grade instruments, including below investment grade bonds which are sometimes referred to as “high yield bonds” or “junk bonds.” For liquid credit investments, the Ares Credit Group screens for attractive opportunities in the primary and secondary investment universe of approximately 1,200 bank loans and approximately 1,000 high yield issuers. Due to the scale of the Ares Credit Group and its relationships with underwriters, we believe it sees substantially all new issues in the broadly syndicated loan and high yield bond markets that meet our size criteria. As such, the Ares Credit Group’s investment team members have familiarity with the universe of issuers which we believe facilitates both primary and secondary idea generation. For illiquid credit investments, the Ares Credit Group focuses on self-originating investments by pursuing a broad array of opportunities across multiple channels. We believe the Ares Credit Group’s sourcing advantages allows for enhanced asset selectivity as we believe there is a significant relationship between proprietary deal origination and credit performance.

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Scale in the Credit Markets: Given the Ares Credit Group is a significant counterparty to investment banks and financial sponsors across a diverse set of credit strategies, we believe it gains differentiated access to primary and secondary investment opportunities. The Ares Credit Group is also one of the largest U.S. direct lenders and liquid credit managers, which makes it a desirable and flexible capital provider, especially in competitive markets. We believe the Ares Credit Group’s scale and experience enables it to identify attractive investment opportunities throughout economic cycles and across a company’s capital structure so that we may be able to make investments consistent with our stated investment objective. In addition, the Ares Credit Group has the flexibility to provide “one stop” financing with the ability to invest capital across the balance sheet and syndicate and hold larger investments than many of its competitors. In addition, we believe that the Ares Credit Group’s ability to provide capital at every level of the balance sheet provides a strong value proposition to borrowers, which supports meaningful deal sourcing and relative value analysis capabilities.

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Fundamental Bottom-Up Research Approach: At its core, Ares is a value-oriented, fundamental, bottom-up, credit-focused investment firm. We believe that the Ares Credit Group’s proprietary research in over 55 industries and insights from a broad, global investment portfolio enables it to more effectively diligence and structure its products and investments. The Ares Credit Group employs a rigorous, in-depth, and repeatable research process that is designed to identify attractive risk-adjusted return opportunities within the liquid and illiquid investable universe and minimize defaults. Ares’ disciplined approach is consistent across the Ares platform and is focused on identifying sustainable business franchises with leading and defensible market positions, strong and properly incentivized management teams, solid liquidity and free cash flow generation, appropriate capital structures, and significant asset coverage. The Ares Credit Group’s research is both quantitative and qualitative in nature.

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Extensive Industry Focus: The Ares Credit Group concentrates its overall investing activities in industries with a history of predictable and dependable cash flows and in which its investment professionals have had extensive investment experience. The Ares Credit Group’s investment professionals have developed long-term relationships with management teams and consultants in over 55 industries, and have accumulated substantial information and identified potential trends within these industries. In turn, we expect to benefit from these relationships, information and identification of potential trends in making investments.

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Seasoned and Integrated Investment Team: The investment professionals in the Ares Credit Group have significant experience investing across market cycles. We believe this experience provides us with a competitive advantage in identifying, originating, investing in and managing a portfolio of credit investments. Within the Ares Credit Group, there are over 545 dedicated investment professionals, including over 85 partners with an average of approximately 26 years of experience. Additionally, the Ares Credit Group’s investment professionals operate on an integrated basis through the effective application of the principle of collaboration, which takes place on an ongoing basis, but is formally promoted through sophisticated internal systems and widely attended weekly or monthly meetings.

Q:	What is the market opportunity?

We believe that current and future market conditions present attractive opportunities for us to invest in the credit markets to accomplish our objective for investors. We believe the below investment grade fixed income universe is inherently less efficient and less well serviced than other parts of the capital markets, ratings are less predictive of risk, the number of participants is limited, and the companies issuing debt require a more deliberate and focused investment underwriting. As such, we view Ares’ proprietary

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research, differentiated information gathering and local presence in many markets where Ares originates assets as disproportionate determinants of alpha and attractive risk adjusted returns for our investors.

Q:	What are the potential benefits of investments in liquid credit in addition to originated loans?

The majority of our assets will consist of directly originated loans that generally cannot be readily liquidated without impacting our ability to realize their full value upon disposition. For cash management and other purposes and in order to provide liquidity for share repurchases, we currently anticipate maintaining a smaller allocation to broadly syndicated loans and other more liquid credit investments. We expect that the instruments underlying our liquid credit investments will primarily be the same as the instruments underlying our directly originated loans (including loans, notes, bonds and other corporate debt securities). Our liquid credit instruments may also include structured credit and multi-asset credit, which involves combining broadly syndicated loans, high yield bonds, structured credit, CLOs, special situations and related credit instruments into a single portfolio. Multi-asset credit portfolios are designed to offer investors a flexible solution to credit investing by allowing us to tactically allocate between multiple asset classes in various market conditions in order to capture the best relative value. The principal differences between our investments in directly originated loans and liquid credit investments are how quickly liquid credit investments may be sold for cash and that our liquid credit investments are not originated by us. We expect these investments to enhance our risk/return profile and serve as a source of liquidity for us.

Our liquid credit investments are subject to many of the same risks associated with our investments in directly originated loans, such as risks associated with debt investments in U.S. middle-market companies, economic recessions, inflation, risks related to the structure of the type of debt investments we will make, among others. See “Risk Factors — Risks Relating to our Investments” for more information on the types of investments we may make and their risks.

Q:	How do you identify investments?

We believe that the Ares Credit Group will be able to continue to leverage its current investment platform, resources and existing relationships of Ares Management with financial sponsors, financial institutions, hedge funds, intermediaries and other investment firms to provide us with attractive investment opportunities. In addition to deal flow, the Ares investment platform assists our investment adviser in analyzing, structuring and monitoring investments. Ares has been in existence for over 25 years and its partners have experience in leveraged finance, private equity, distressed debt, commercial real estate finance, investment banking and capital markets. We have access to Ares’ investment professionals and administrative professionals, who provide assistance in accounting, finance, legal, compliance, tax, operations, information technology and investor relations.

Q:	Do you use leverage?

We have borrowed and may from time to time borrow funds to make investments to attempt to increase returns to our common shareholders in accordance with the restrictions of the Investment Company Act. A BDC generally will be permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to its common stock if its asset coverage, as defined in the Investment Company Act, would at least be equal to 200% immediately after each such issuance. In accordance with the Investment Company Act, a BDC is allowed to borrow amounts such that its asset coverage, calculated pursuant to the Investment Company Act, is at least 150% after such borrowing if certain requirements, including obtaining certain approvals, are met. The reduced asset coverage requirement permits a BDC to borrow up to two dollars for every dollar it has in assets less all liabilities and indebtedness not represented by senior securities issued by it. Because an affiliate of our investment adviser, as our sole initial shareholder, approved a proposal on October 7, 2022 that allows us to reduce our asset coverage ratio to 150%, the ratio applicable to our senior securities is 150%. The amount of leverage that we employ at any particular time will depend on our investment adviser’s and our Board of Trustees’ assessments of market and other factors at the time of any proposed borrowing, and we expect such borrowings to primarily be in the form of loans from banks, such as any borrowings under our revolving credit facilities, which include our Revolving Credit Facility (as defined below), our SG Funding Facility (as defined below), our SB Funding Facility (as defined below) and our BNP Funding Facility (as defined below and, together with the Revolving Credit Facility, the SG Funding Facility and the SB Funding Facility, the “Credit Facilities”). See “Risk Factors — Risks Relating to Our Business and Structure — We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us” and “Regulation — Indebtedness and Senior Securities.”

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Q:	Is the Fund able to co-invest with other funds managed by the Fund’s investment adviser and its affiliates, and how are investment opportunities allocated?

Ares (including our investment adviser and its affiliates) provides or may provide investment management services to other BDCs, including Ares Capital Corporation, registered investment companies, investment funds, client accounts and proprietary accounts that Ares may establish.

We, our investment adviser and certain of our affiliates have received an exemptive order from the SEC that permits us and other BDCs and registered closed-end management investment companies managed by Ares to co-invest in portfolio companies with each other and with affiliated investment funds (the “Co-Investment Exemptive Order”). Co-investments made under the Co-Investment Exemptive Order are subject to compliance with certain conditions and other requirements, which could limit our ability to participate in a co-investment transaction. We may also otherwise co-invest with funds managed by Ares or any of its downstream affiliates, subject to compliance with existing regulatory guidance, applicable regulations and our investment adviser’s allocation policy.

Q:	How is an investment in Common Shares different from listed BDCs?

An investment in our Common Shares generally differs from an investment in listed BDCs in a number of ways, including:

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Shares of listed BDCs are priced by the trading market, which is influenced generally by numerous factors, not all of which are related to the underlying value of the entity’s assets and liabilities. The estimated value of our assets and liabilities will be used to determine our NAV for Common Shares sold in this offering. As a result, the NAV of non-traded BDCs, unlike the market price of listed BDCs, is generally correlated with the values of their underlying investments as opposed to other conditions that may impact public markets.

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An investment in our Common Shares has limited or no liquidity outside of our share repurchase program and our share repurchase program may be modified, suspended or terminated. In contrast, an investment in a listed BDC is a liquid investment, as shares can be sold on an exchange at any time the exchange is open.

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Non-listed BDCs may bear different fees than listed BDCs, including potentially lower sales charges depending on arrangements with certain financial intermediaries. See “Fees and Expenses” for more information about fees that are paid by us to our investment adviser.

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Some listed BDCs are self-managed, whereas our investment operations are managed by our investment adviser, which is part of Ares.

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Unlike the offering of a listed BDC, this offering is registered in every state in which we are offering and selling shares. As a result, we include certain limits in our governing documents that are not typically provided for in the charter of a listed BDC. For example, our Declaration of Trust limits the fees we may pay to our investment adviser. A listed BDC does not typically provide for these restrictions within its charter. A listed BDC is, however, subject to the governance requirements of the exchange on which its shares are traded, including requirements relating to its board of directors, audit committee, independent trustee oversight of executive compensation and the trustee nomination process, code of conduct, shareholder meetings, related party transactions, shareholder approvals and voting rights. Although we follow many of these same governance guidelines, there is no requirement that we do so. Both listed BDCs and non-traded BDCs are subject to the requirements of the Investment Company Act and the Exchange Act.

Q:	For whom may an investment in your Common Shares be appropriate?

An investment in our Common Shares may be appropriate for you if you:

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meet the minimum suitability standards described above under “Suitability Standards;”

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seek to allocate a portion of your investment portfolio to a direct investment vehicle with an income-oriented portfolio of primarily U.S. credit investments;

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seek to receive current income through regular distribution payments; and

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wish to obtain the potential benefit of long-term capital appreciation and are able to hold your Common Shares as a long-term investment and do not need liquidity from your investment quickly in the near future.

We cannot assure you that an investment in our Common Shares will allow you to realize any of these objectives. An investment in our Common Shares is only intended for investors who do not need the ability to sell their shares quickly in the future since we are not obligated to offer to repurchase any of our Common Shares. The determination to offer to repurchase our Common Shares in any particular quarter is solely at the Board of Trustees’ discretion and we are not obligated to offer to repurchase our Common Shares in any particular quarter, or at all. See “Share Repurchase Program.”

Q:	Are there any risks involved in buying our Common Shares?

Investing in our Common Shares involves a high degree of risk. If we are unable to effectively manage the impact of these risks, we may not meet our investment objective and, therefore, you should purchase our Common Shares only if you can afford a complete loss of your investment. An investment in our Common Shares involves significant risks and is intended only for investors with a long-term investment horizon and who do not require immediate liquidity or guaranteed income. Some of the more significant risks relating to an investment in our Common Shares include those listed below:

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We have a limited operating history and there is no assurance that we will achieve our investment objective.

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We have not identified specific investments that we will make with the proceeds of this offering. As a result this may be deemed a “blind pool” offering and you will not have the opportunity to evaluate our investments before we make them.

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There may be changes in laws or regulations (including interpretations thereof), including tax laws, governing our operations or the operations of our portfolio companies or the operations of our competitors.

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You should not expect to be able to sell your Common Shares regardless of how we perform.

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You should consider that you may not have access to the money you invest for an extended period of time.

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We do not intend to list our Common Shares on any securities exchange, and we do not expect a secondary market in our Common Shares to develop.

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Because you may be unable to sell your Common Shares, you will be unable to reduce your exposure in any market downturn.

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An investment in our Common Shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program.”

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We cannot guarantee that we will continue to make distributions, and if we do we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, we have no limits on the amounts we may pay from such sources, and we cannot provide assurances on the sale price of assets if we have to sell assets to fund distributions. Funding distributions other than from cash flow from operations may result in us having less funds available to acquire investments.

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repayment of any amounts owed to our affiliates will reduce our NAV and may reduce future distributions to which you would otherwise be entitled.

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We use and expect to continue to use leverage, which magnifies the potential for loss on amounts invested in us.

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The instruments we invest in are typically unrated or rated below investment grade, which is often an indication of size, credit worthiness and speculative nature relative to the capacity of the borrower to pay interest and principal. Generally, we believe that if our unrated investments were rated, they would be rated below investment grade. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Unrated or below investment grade instruments have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid. See “Prospectus Summary — Q: What types of investments do you make?”

Q:	Do you currently own any investments?

Yes. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Portfolio Companies” and the financial statements included herein for information on our investments. As of March 31, 2025, the NAV per share for our Class I shares, Class S shares and Class D shares was $27.36, $27.36 and $27.36, respectively.

Q:	What is the role of your Board of Trustees?

We operate under the direction of our Board of Trustees, the members of which are accountable to us and our common shareholders as fiduciaries. We have seven Trustees, four of whom have been determined to be independent of us, our investment adviser, Ares and its affiliates and not “interested persons” of us as defined in Section 2(a)(19) of the Investment Company Act (“independent Trustees”). Our independent Trustees are responsible for reviewing the performance of our investment adviser and approving the compensation paid to our investment adviser and its affiliates. The names and biographical information of our Trustees are provided under “Management of the Fund — Trustees and Executive Officers.”

Q:	What is the difference between the Class S shares, Class D shares and Class I shares being offered?

We are offering to the public three classes of Common Shares, Class S shares, Class D shares and Class I shares. The differences among the share classes relate to ongoing shareholder servicing and/or distribution fees. In addition, although we do not charge investors an upfront sales load with respect to Class S shares, Class D shares or Class I shares, if you buy Class S shares, Class D shares or Class I shares through certain selling agents, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares and a 2.0% cap on NAV for Class I shares. We and, ultimately, certain classes of holders of our Common Shares, also pay the following shareholder servicing and/or distribution fees to Ares Wealth Management Solutions, LLC, the intermediary manager, subject to FINRA limitations on underwriting compensation: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares; and (b) for Class D shares, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly. No shareholder servicing and/or distribution fees are paid with respect to Class I shares. A broker will provide the following ongoing services with respect to the Class S shares or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. See “Description of Our Common Shares” and “Plan of Distribution” for a discussion of the differences between our Class S shares, Class D shares and Class I shares.

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Assuming a constant net asset value per share of $25.00, we expect that a one-time investment in 400 shares of each class of our Common Shares (representing an aggregate net asset value of $10,000 for each class) would be subject to the following shareholder servicing and/or distribution fees:


	Annual
	Shareholder
	Servicing and/or		Total Over
	Distribution Fee		Five Years
Class S	$	85.00	$	425.00
Class D	$	25.00	$	125.00
Class I	$	—	$	—

Class S shares are available through brokerage and transaction-based accounts. Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/brokerage platforms at participating broker-dealers, (4) through investment advisers registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or applicable state law that are also registered with or as a broker-dealer, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) other categories of investors that we name in an amendment or supplement to this prospectus. Class I shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I shares, (2) by institutional accounts as defined by FINRA Rule 4512(c), (3) through bank-sponsored collective trusts and bank-sponsored common trusts, (4) by retirement plans (including a trustee or custodian under any deferred compensation or pension or profit sharing plan or payroll deduction IRA established for the benefit of the employees of any company), foundations or endowments, (5) through certain financial intermediaries that are not otherwise registered with or as a broker-dealer and that direct clients to trade with a broker-dealer that offers Class I shares, (6) through investment advisers registered under the Advisers Act or applicable state law that are also registered with or as a broker-dealer, whose broker-dealer does not receive any compensation from us or from the intermediary manager, (7) by our officers and Trustees and their immediate family members, as well as officers and employees of Ares and their immediate family members, (8) through transaction or brokerage platforms at participating broker-dealers and their affiliates, including by such broker-dealers’ officers, directors, employees and registered representatives, as well as the immediate family members of such persons, as defined by FINRA Rule 5130, (9) through bank trust departments or any other organization or person authorized to act as a fiduciary for its clients or customers, and (10) by any other categories of purchasers that we name in an amendment or supplement to this prospectus. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of Common Shares you may be eligible to purchase.

A broker’s eligibility to receive shareholder servicing and/or distribution fees with respect to Class S shares or Class D shares is conditioned on providing the following ongoing services to investors in the relevant class: assistance with recordkeeping; answering investor inquiries regarding us, including regarding distribution payments and reinvestments; helping investors understand their investment upon their request; and assistance with share repurchase requests. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase of Class S shares or Class D shares. Because the shareholder servicing and/or distribution fees are paid out of our assets attributable to those classes on an ongoing basis, over time these fees will increase the cost of a Class S shares or Class D shareholder’s investment in us and may cost the shareholder more than paying other types of sales charges. If you are eligible to purchase all three classes of shares, then in most cases you should purchase Class I shares because participating broker-dealers will not charge brokerage commissions on Class I shares and Class I shares are not subject to any shareholder servicing or distribution fees. However, Class I shareholders may not receive the same services from their broker or investment adviser as Class S shareholders and Class D shareholders.

A shareholder may be permitted to exchange Common Shares between our classes of shares, provided that, among other things: (1) the shareholder’s aggregate investment would have met the minimum initial investment requirements in the applicable class at the time of purchase and continues to meet those requirements; (2) the Common Shares are otherwise available for offer and sale; and (3) the investment meets all other requirements for investing in the applicable class. When an individual shareholder cannot meet the minimum initial investment requirements of the applicable class, exchanges of Common Shares from one class to the applicable class may be permitted if such shareholder’s investment is made by an intermediary that has discretion over the account and has invested other clients’ assets in us, which when aggregated together with such investor’s investment, meet the minimum initial investment requirements for the applicable class. Investors will not be charged any fees by us for such exchanges. Ongoing fees and expenses incurred by a given class will differ from those of other share classes, and an investor receiving new Common Shares in an exchange may be subject to lower total expenses charged by us following such exchange. Exchange transactions will be effected only into an identically registered account. While exchange transactions will generally not be treated as a redemption for federal income tax

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purposes, investors should consult their tax advisors as to the federal, foreign, state and local tax consequences of an exchange. We also reserve the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange.

Assuming the exchange meets the eligibility requirements of the class into which such shareholder seeks to exchange and we have received proper instruction from the financial intermediary to effect such exchange and consents to such exchange, (i) a financial intermediary may, in its discretion, determine to exchange a shareholder’s Common Shares at such shareholder’s request and (ii) in certain cases, where a holder of Class S shares or Class D shares is no longer eligible to hold such class of shares based on the shareholder’s arrangements with its financial intermediary, (a) such holder’s Class S shares may be exchanged into an equivalent net asset value amount of Class D shares or Class I shares and (b) such holder’s Class D shares may be exchanged into an equivalent net asset value amount of Class I shares.

Q:	What is the per share purchase price?

Shares of each class of our Common Shares are issued on a monthly basis at a price per share equal to the then-current NAV per share, as described below.

Q:	How is your NAV per share calculated?

Our NAV is determined based on the value of our assets less our liabilities, including accrued fees and expenses, as of any date of determination.

Pursuant to Rule 2a-5 under the Investment Company Act, our Board of Trustees has designated our investment adviser as its “valuation designee” to perform fair value determinations for investments held by us without readily available market quotations, subject to the oversight of our Board of Trustees. Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, our investment adviser, as our valuation designee, looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by our investment adviser as our valuation designee, subject to the oversight of our Board of Trustees, based on, among other things, the input of the independent third-party valuation firms that have been engaged to support the valuation of such portfolio investments monthly, beginning the third quarter after origination (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process. See “Determination of Net Asset Value.”

Q:	Is there any minimum investment required?

The minimum initial investment in our Common Shares is $2,500 for Class S shares or Class D shares and $1,000,000 for Class I shares, and the minimum subsequent investment in our Common Shares is $500 per transaction, except that the minimum subsequent investment amount does not apply to purchases made under our distribution reinvestment plan. In addition, Ares Wealth Management Solutions, LLC (the “intermediary manager”), an affiliate of our investment adviser, may elect to accept smaller investments in its discretion.

Q:	What is a “best efforts” offering?

Our Common Shares are offered on a “best efforts” basis. A “best efforts” offering means the intermediary manager and the participating brokers are only required to use their best efforts to sell the shares. When shares are offered to the public on a “best efforts” basis, no underwriter, broker-dealer or other person has a firm commitment or obligation to purchase any of the shares. Therefore, we cannot guarantee the number of shares that will be sold in this offering.

Q:	What is the expected term of this offering?

We have registered $15,000,000,000 in Common Shares. It is our intent to conduct a continuous offering for an extended period of time, by filing for additional offerings of our Common Shares, subject to regulatory approval and continued compliance with the rules and regulations of the SEC and applicable state laws.

We will endeavor to take all reasonable actions to avoid interruptions in the continuous offering of our Common Shares. There can be no assurance, however, that we will not need to suspend our continuous offering while the SEC and, where required, state

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securities regulators, review such filings for additional offerings of our Common Shares until such filings are declared effective, if at all.

Q:	When may I make purchases of shares and at what price?

Subscriptions to purchase our Common Shares may be made on an ongoing basis, but investors may only purchase our Common Shares pursuant to accepted subscription orders effective as of the first day of the applicable month (based on the NAV per share as determined as of the previous day, being the last calendar day of the applicable month designated by our Board of Trustees), and to be accepted, a subscription request including the full subscription amount must be received in good order at least five business days prior to the first day of the month (unless waived by the intermediary manager). Prior to our receipt and acceptance of the subscription orders effective as of the first day of the applicable month, proceeds from sales of our Common Shares will be placed in an interest-bearing account at UMB Bank, N.A., under the control of our transfer agent, SS&C GIDS, Inc., until we accept or reject such subscription order. Any interest earned with respect to such account will be used to offset our expenses payable to our transfer agent, which is expected to benefit our shareholders. Upon our acceptance of a shareholder’s subscription, such proceeds will be transferred by our transfer agent into an account maintained by our custodian, U.S. Bank Trust Company, National Association. If for any reason we reject the subscription, or if the subscription request is canceled before it is accepted or withdrawn, we will return the subscription agreement and our transfer agent will return the related funds to the prospective investor, without interest or deduction of any sales load, fees or expenses, promptly after such rejection, cancellation or withdrawal. If a purchase order is received less than five business days prior to the first day of the month, unless waived by the intermediary manager, the purchase order will be held in an interest-bearing account and executed in the next month’s closing at the transaction price applicable to that month.

Notice of each share transaction will be furnished to shareholders (or their financial representatives) as soon as practicable but not later than seven business days after our NAV is determined and shares are credited to the shareholder’s account, together with information relevant for personal and tax records. While a shareholder will not know our NAV applicable on the effective date of the share purchase, our NAV applicable to a purchase of shares will be available generally within 20 business days after the effective date of the share purchase; at that time, the number of shares based on that NAV and each shareholder’s purchase will be determined and shares are credited to the shareholder’s account as of the effective date of the share purchase. See “How to Subscribe” for more details.

Q:	When will the NAV per share be available?

We report our NAV per share as of the last calendar day of the applicable month on our website generally within 20 business days of the last calendar day of the applicable month. Because subscriptions must be submitted at least five business days prior to the first day of the applicable month, you will not know the NAV per share at which you will be subscribing at the time you subscribe.

For example, if you are subscribing in October, your subscription must be submitted at least five business days prior to November 1. The purchase price for your Common Shares will be the NAV per share determined as of October 31. The NAV per share as of October 31 will generally be available within 20 business days from October 31.

Q:	May I withdraw my subscription request once I have made it?

Yes, you may withdraw your subscription request if we have not yet accepted it. Subscribers are not committed to purchase shares at the time their subscription orders are submitted and any subscription may be canceled at any time before the time it has been accepted. You may withdraw your purchase request by notifying the transfer agent, through your financial intermediary or directly on our toll-free, automated telephone line, 888-310-9352.

See “Plan of Distribution” for more information.

Q:	When will my subscription be accepted?

Completed subscription requests will not be accepted by us any earlier than two business days before the first day of the applicable month.

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Q:	Will I receive distributions and how often?

We expect to continue to pay regular monthly distributions. Any distributions we make will be at the sole discretion of our Board of Trustees, who will consider factors such as our earnings, cash flow, capital needs and general financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and the requirements of Delaware law. As a result, our distribution rates and payment frequency may vary from time to time.

Our Board of Trustees’ discretion as to the payment of distributions will be directed, in substantial part, by its determination to cause us to comply with the RIC requirements. To maintain our RIC status, we generally are required to make aggregate annual distributions to our common shareholders of at least 90% of our investment company taxable income (as defined by the Code). See “Description of Our Common Shares” and “Certain Material U.S. Federal Income Tax Considerations.” The per share amount of distributions on Class I shares, Class S shares and Class D shares generally differ because of different class-specific shareholder servicing and/or distribution fees that are deducted from the gross distributions for each share class. Specifically, distributions on Class S shares will be lower than Class D shares, and Class D shares will be lower than Class I shares because we are required to pay higher ongoing shareholder servicing and/or distribution fees with respect to the Class S shares (compared to Class D shares and Class I shares) and we are required to pay higher ongoing shareholder servicing and/or distribution fees with respect to Class D shares (compared to Class I shares, which have no shareholder servicing and/or distribution fees).

There is no assurance we will pay distributions in any particular amount, if at all. We may fund any distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may fund any distributions from such sources. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, how quickly we invest the proceeds from this and any past or future offering and the performance of our investments. Funding distributions from the sales of assets, borrowings, return of capital or proceeds of this offering will result in us having less funds available to acquire investments. As a result, the return you realize on your investment may be reduced. Additionally, funding distributions from the sales of assets, borrowings, return of capital or proceeds of this offering may also negatively impact our ability to generate cash flows. Likewise, funding distributions from the sale of additional securities will dilute your interest in us on a percentage basis and may impact the value of your investment especially if we sell these securities at prices less than the price you paid for your Common Shares. We believe the likelihood that we will pay distributions from sources other than cash flow from operations will be higher in the early stages of the offering, but over time, we intend to fund distributions fully from cash flow from operations.

Q:	Will the distributions I receive be taxable as ordinary income?

Generally, distributions that you receive, including cash distributions that are reinvested pursuant to our distribution reinvestment plan, will be taxed as ordinary income to the extent they are paid from our current or accumulated earnings and profits. Dividends received will generally not be eligible to be taxed at the lower U.S. federal income tax rates applicable to individuals for “qualified dividends.”

We may designate a portion of distributions as capital gain dividends taxable at capital gain rates to the extent we recognize net capital gains from sales of assets. In addition, a portion of your distributions may be considered return of capital for U.S. federal income tax purposes. Amounts considered a return of capital generally will not be subject to tax, but will instead reduce the tax basis of your investment. This, in effect, defers a portion of your tax until your Common Shares are repurchased, you sell your Common Shares or we are liquidated, at which time you generally will be taxed at capital gains rates. Because each investor’s tax position is different, you should consult with your tax advisor. In particular, non-U.S. investors should consult their tax advisors regarding potential withholding taxes on distributions that they receive. See “Certain Material U.S. Federal Income Tax Considerations.”

Q:	May I reinvest my cash distributions in additional shares?

Yes. You will receive your distributions in cash unless you elect to have your cash distributions automatically reinvested in additional Common Shares. If you elect to participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that you own will be automatically invested in additional Common Shares. The purchase price for shares issued under our distribution reinvestment plan will be equal to the most recent NAV per share for such shares at the time the distribution is payable. You will not pay upfront selling commissions when purchasing shares under our distribution reinvestment plan; however, all shares, including those issued under our distribution reinvestment plan, will be subject to the ongoing shareholder servicing and/or distribution fees. Participants may terminate their participation in the distribution reinvestment plan by providing written notice to the

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Plan Administrator (defined below) five business days in advance of the first calendar day of the next month in order for a shareholder’s termination to be effective for such month. See “Description of Our Common Shares” and “Distribution Reinvestment Plan.”

Q:	Can I request that my shares be repurchased?

Yes, subject to limitations. We have implemented a share repurchase program pursuant to which we intend to offer to repurchase, at the discretion of our Board of Trustees, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. Our Board of Trustees may amend, suspend or terminate the share repurchase program if it deems such action to be in our best interest and the best interest of our common shareholders. As a result, share repurchases may not be available each quarter, or at all. We conduct any such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act, with the terms of such tender offer published in a tender offer statement to be sent to all our shareholders and filed with the SEC on Schedule TO. All of our common shareholders will be given at least 20 full business days to elect to participate in such share repurchases. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under our share repurchase program, to the extent we offer to repurchase our Common Shares in any particular quarter, we expect to repurchase our Common Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by our Board of Trustees, except that we deduct 2.00% from such NAV for shares that have not been outstanding for at least one year (the “Early Repurchase Deduction”). The holding period ends on the one-year anniversary of the subscription closing date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan, and the Early Repurchase Deduction may be waived in the case of repurchase requests: (i) arising from the death or qualified disability of the holder; (ii) submitted by discretionary model portfolio management programs (and similar arrangements); (iii) from feeder funds (or similar vehicles) primarily created to hold our Common Shares, which are offered to non-U.S. persons, where such funds seek to avoid imposing such a deduction because of administrative or systems limitations; and (iv) in the event that a shareholder’s Common Shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance. The Early Repurchase Deduction will be retained by us for the benefit of remaining shareholders.

The majority of our assets will consist of directly originated loans that generally cannot be readily liquidated without impacting our ability to realize their full value upon disposition. For cash management and other purposes and in order to provide liquidity for share repurchases, we currently anticipate maintaining a smaller allocation to broadly syndicated loans and other more liquid credit investments. We expect that the instruments underlying our liquid credit investments will primarily be the same as the instruments underlying our directly originated loans (including loans, notes, bonds and other corporate debt securities). We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. Should making repurchase offers, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us as a whole, or should we otherwise determine that investing our liquid assets in self-originated loans or other illiquid investments rather than repurchasing our Common Shares is in the best interests of us and our shareholders as a whole, then we may choose to offer to repurchase fewer shares than described above, or none at all. See “Share Repurchase Program.”

Q:	Will I be notified of how my investment is doing?

Yes. We will provide you with periodic updates on the performance of your investment with us, including:

●

investor statements at least quarterly;

●

quarterly and annual reports;

●

in the case of certain U.S. shareholders, an annual Internal Revenue Service (“IRS”) Form 1099-DIV or IRS Form 1099-B, if required, and, in the case of non-U.S. shareholders, an annual IRS Form 1042-S; and

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●

confirmation statements (after transactions affecting your balance, except reinvestment of distributions in us and certain transactions through minimum account investment or withdrawal programs); and a quarterly statement providing material information regarding your participation in the distribution reinvestment plan and an annual statement providing tax information with respect to income earned on shares under the distribution reinvestment plan for the calendar year.

Depending on legal requirements, we may post this information on our website, https://www.areswms.com/solutions/asif/, or provide this information to you via U.S. mail or other courier, electronic delivery, or some combination of the foregoing. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus. Information about us is also available on the SEC’s website at www.sec.gov.

In addition, we report our monthly NAV per share as of the last calendar day of the applicable month on our website generally within 20 business days of the last calendar day of the applicable month. We use our website as a channel of distribution of fund information. The information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, SEC filings and webcasts. The contents of our website are not, however, a part of this prospectus or registration statement.

Q:	What fees do you pay to your investment adviser?

Pursuant to the investment advisory and management agreement, our investment adviser is responsible for, among other things, determining the composition of our portfolio, identifying, evaluating and negotiating the structure of the investments we make (including performing due diligence on our prospective portfolio companies), closing and monitoring the investments we make, determining the securities and other assets that we purchase, retain or sell and providing us with such other investment advisory, research and related services as we may from time to time require. We pay our investment adviser a fee for its services under the investment advisory and management agreement consisting of two components: a base management fee and an incentive fee.

The base management fee is payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month.

The incentive fee consists of two components as follows:

●

The first part of the incentive fee is based on income, whereby we pay our investment adviser quarterly in arrears 12.5% of our pre-incentive fee net investment income (as defined below) for each calendar quarter subject to a 5.00% annualized hurdle rate, with a catch-up.

●

The second part of the incentive fee is based on realized capital gains, whereby we pay our investment adviser at the end of each calendar year in arrears 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains.

The incentive fee is not based on a particular share class and is allocated to each class of Common Shares based upon the relative proportion of net assets represented by such class.

See “Investment Advisory and Management Agreement and Administrative Agreement” for additional information.

Q:	Who administers the Fund?

Pursuant to an administration agreement, referred to herein as the “administration agreement”, with our administrator, Ares Operations LLC (our “administrator”), furnishes us with office equipment and clerical, bookkeeping and record keeping services at our office facilities. Under the administration agreement, our administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, being responsible for the financial records that we are required to maintain and preparing reports to our shareholders and reports filed with the SEC. In addition, our administrator assists us in determining and publishing our NAV, assists us in providing managerial assistance to our portfolio companies, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our shareholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Payments under the administration agreement are equal to an amount based upon our allocable portion of our administrator’s overhead and other expenses (including travel expenses) incurred by

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our administrator in performing its obligations under the administration agreement, including our allocable portion of the compensation, rent and other expenses of certain of our officers and their respective staffs. The administration agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. See “Investment Advisory and Management Agreement and Administration Agreement — Administration Agreement.”

Q:	What are the offering and servicing costs?

The Fund does charge investors an upfront sales load with respect to Class S shares, Class D shares or Class I shares. However, if you buy Class S shares, Class D shares or Class I shares through certain selling agents, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares and a 2.0% cap on NAV for Class I shares. Please consult your selling agent for additional information.

Subject to FINRA limitations on underwriting compensation, we and, ultimately, certain classes of our common shareholders will pay the following shareholder servicing and/or distribution fees to the intermediary manager: (a) for Class S shares, shareholder servicing and/or distribution fees equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares; and (b) for Class D shares, shareholder servicing and/or distribution fees equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly. No shareholder servicing and/or distribution fees are paid with respect to the Class I shares. The intermediary manager anticipates that all or a portion of the shareholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating broker dealers. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We and, ultimately, our common shareholders, will also pay or reimburse organization and initial offering expenses and, subject to FINRA limitations on underwriting compensation, certain wholesaling expenses, as discussed below. FINRA defines “underwriting compensation” as any payment, right, interest, or benefit received or to be received by a participating member from any source for underwriting, allocation, distribution, advisory and other investment banking services in connection with a public offering. The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. See “Plan of Distribution” and “Use of Proceeds.”

Our investment adviser has previously agreed to advance all of our estimated organization and initial offering expenses on our behalf (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses), including costs associated with technology integration between our systems and those of our participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of our transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with current and prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing and/or distribution fees pursuant to the Expense Support and Conditional Reimbursement Agreement. As of December 31, 2024, there was $55 million of expenses supported by the investment adviser that were eligible for reimbursement pursuant to the Expense Support and Conditional Reimbursement Agreement (including $2.5 million of base management fee and $1.3 million of incentive fee for which our investment adviser has agreed not to seek recoupment). Our investment adviser may also elect to pay certain of our other expenses on our behalf (each payment of expenses, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Fund. We are obligated to reimburse our investment adviser until such time as all Expense Payments made by our investment adviser to us within three years prior to the last business day of the applicable calendar month in which such Reimbursement Payment obligation is accrued have been reimbursed, subject to certain conditions in the Expense Support and Conditional Reimbursement Agreement. Any payments required to be made by the Fund shall be referred to herein as a “Reimbursement Payment”. In addition, our investment adviser may waive its right to receive monthly reimbursement payments from us in an applicable month, and has agreed to not seek recoupment of investment advisory fees (including the base management fee and any incentive fee) waived pursuant to the Expense Support and Conditional Reimbursement Agreement from the commencement of our operations through July 31, 2023. See Note 3 of our consolidated financial statements for the year ended December 31, 2024 for more information about our Expense Support and Conditional Reimbursement Agreement.

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Q:	What are your expected operating expenses?

We have incurred, and expect to continue to incur, operating expenses in the form of our base management and incentive fee, the shareholder servicing and/or distribution fees, interest expense on our indebtedness and other expenses, including the expenses we pay to our administrator. See “Fees and Expenses.”

Q:	What are your policies related to conflicts of interests with Ares and its affiliates?

Our investment adviser owes a fiduciary duty to us, including with respect to its receipt of compensation and the allocation of investment opportunities. Our investment adviser, Ares and their respective affiliates (collectively, the “Firm”) are subject to certain conflicts of interest with respect to the services our investment adviser and our administrator provide for us and other Ares funds. These conflicts will arise primarily from the involvement of the Firm in other activities that may conflict with our activities. You should be aware that individual conflicts will not necessarily be resolved in favor of its interest.

In addition, certain Ares funds may have investment objectives that compete or overlap with, and may from time to time invest in asset classes similar to those targeted by, us. Consequently, we, on the one hand, and these other entities on the other hand, may from time to time pursue the same or similar capital and investment opportunities. Pursuant to its investment allocation policy, Ares (including our investment adviser and its affiliates) endeavor to allocate investment opportunities in a fair and equitable manner, and in any event consistent with its fiduciary duties owed to each of its clients.

Our Board of Trustees is responsible for monitoring and performing an oversight role with respect to the business and affairs of the Fund, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to the Fund. Among other things, our Board of Trustees annually approves the appointment and compensation of the investment adviser, administrator and officers and reviews and monitors the services and activities performed by the investment adviser, administrator and officers. Our investment adviser has adopted an investment allocation policy designed to ensure that all investment opportunities are, to the extent practicable, allocated among its clients on a basis that over a period of time is fair and equitable to each client relative to other clients. Our investment adviser’s allocation policy is designed to manage the potential conflicts of interest between our investment adviser’s fiduciary obligations to us and its or its affiliates’ similar fiduciary obligations to other clients, including other Ares funds; however, there can be no assurance that our investment adviser’s efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to us. Not all conflicts of interest can be expected to be resolved in our favor. Our Board of Trustees monitors how the investment adviser resolves these and other conflicts of interest associated with its management services and compensation to ensure they remain appropriate. See “Potential Conflicts of Interest” for additional information about conflicts of interest that could impact the Fund and “Management of the Fund” for additional information about how our Board of Trustees oversees the Fund’s management.

Q:	Are there any ERISA considerations in connection with an investment in our Common Shares?

We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain U.S. Department of Labor regulations promulgated thereunder at 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”). In this regard, until such time as our Common Shares are considered “publicly offered securities” within the meaning of the Plan Asset Regulations, we intend to limit investment in our Common Shares by “benefit plan investors” to less than 25% of the total value of each class of our Common Shares, within the meaning of the Plan Asset Regulations.

In addition, each prospective investor that is, or is acting on behalf of any (i) “employee benefit plan” (within the meaning of Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (including, for example, an individual retirement account and a “Keogh” plan), (iii) plan, account or other arrangement that is subject to the provisions of any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), or (iv) entity whose underlying assets are considered to include the assets of any of the foregoing described in clauses (i), (ii) and (iii) (each of the foregoing described in clauses (i), (ii), (iii) and (iv) referred to as a “Plan”), must independently determine that our Common Shares are an appropriate investment for the Plan, taking into account its obligations under ERISA, the Code and applicable Similar Laws, and the objectives, circumstances, and needs of each investing Plan.

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Prospective investors should carefully review the matters discussed under “Risk Factors — Risks Relating to an Investment in Our Common Shares” and “ERISA Considerations” and should consult with their own advisors as to the consequences of making an investment in the Fund.

Q:	What is the impact of not being an “accelerated filer”?

Because we are not a large accelerated filer or an accelerated filer under Rule 12b-2 of the Exchange Act, and will not be for so long as our Common Shares are not traded on a securities exchange, we will not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. In addition, so long as we are externally managed by our investment adviser and we do not directly compensate our executive officers, or reimburse our investment adviser or its affiliates for the salaries, bonuses, benefits and severance payments for persons who also serve as one of our executive officers or as an executive officer of our investment adviser, we do not expect to include disclosures relating to executive compensation in our periodic reports or proxy statements and, as a result, do not expect to be required to seek shareholder approval of executive compensation and golden parachute compensation arrangements pursuant to Section 14A(a) and (b) of the Exchange Act.

Q:	When will I get my detailed tax information?

In the case of certain U.S. shareholders, we expect your IRS Form 1099-DIV tax information, if required, to be mailed by January 31 of each year.

Q:	Who can help answer my questions?

If you have more questions about this offering or if you would like additional copies of this prospectus, you should contact your financial adviser or our transfer agent: SS&C GIDS, Inc., 333 West 11th Street, Kansas City, MO 64105.

Recent Developments

In January 2025, we issued $750 million in aggregate principal amount of unsecured notes that mature on March 21, 2032 and bear interest at a rate of 6.200% per annum (the “March 2032 Notes”). The March 2032 Notes were sold to initial purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for the resale by such initial purchasers to (i) qualified institutional buyers in transactions exempt from registration under the Securities Act pursuant to Rule 144A thereunder or (ii) certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The March 2032 Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The March 2032 Notes pay interest semi-annually and all principal is due upon maturity. The March 2032 Notes may be redeemed in whole or in part at any time at our option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indenture governing the March 2032 Notes, and any accrued and unpaid interest.

Concurrent with the issuance of the March 2032 Notes, we entered into a Registration Rights Agreement (the “March 2032 Notes Registration Rights Agreement”) for the benefit of the initial purchasers of the March 2032 Notes. Pursuant to the March 2032 Notes Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the March 2032 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the March 2032 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than January 21, 2026. Alternatively, in accordance with the terms of the March 2032 Notes Registration Rights Agreement, we may consummate such exchange offer through the use of an existing registration statement. If we fail to satisfy our registration obligations under the March 2032 Notes Registration Rights Agreement, we will be required to pay additional interest to the holders of the March 2032 Notes.

In connection with the March 2032 Notes, we entered into an interest rate swap for a total notional amount of $750 million that matures on March 21, 2032 to more closely align the interest rate of such liability with our investment portfolio, which consists primarily of floating rate loans. Under the interest rate swap, we receive a fixed interest rate of 6.200% and pay a floating interest rate based on one-month Secured Overnight Financing Rate (“SOFR”) plus 1.829%.

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Effective January 1, 2025, we issued and sold 19,734,993 Common Shares (consisting of 15,211,772 Class I shares, 2,310,294 Class S shares and 2,212,927 Class D shares at an offering price of $27.61 per share for each class of share), and we received approximately $545 million as payment for such shares.

Effective February 1, 2025, we issued and sold approximately 20,126,161 Common Shares (consisting of 16,432,751 Class I shares, 1,447,337 Class S shares and 2,246,073 Class D shares at an offering price of $27.60 per share for each class of share), and we received approximately $555 million as payment for such shares.

Effective March 1, 2025, we issued and sold 17,810,727 Common Shares (consisting of 13,546,070 Class I shares, 2,186,500 Class S shares and 2,080,007 Class D shares at an offering price of $27.47 per share for each class of share), and we received approximately $489 million as payment for such shares.

Effective April 1, 2025, we issued and sold 20,162,589 Common Shares (consisting of 16,463,776 Class I shares, 1,724,129 Class S shares and 1,974,684 Class D shares at an offering price of $27.36 per share for each class of share), and we received approximately $552 million as payment for such shares.

On March 10, 2025, we announced the declaration of regular monthly gross distributions for April, May and June 2025, in each case for each class of our Common Shares. The following table presents the regular monthly gross distributions per share that were declared and payable:


		Gross Distribution Per Share
Record Date	Payment Date⁽¹⁾	Class I		Class S		Class D
April 30, 2025	May 22, 2025	$	0.21430	$	0.21430	$	0.21430
May 30, 2025	June 25, 2025	$	0.21430	$	0.21430	$	0.21430
June 30, 2025	July 23, 2025	$	0.21430	$	0.21430	$	0.21430

(1)	The distributions for each class of our Common Shares will be paid on or about the payment dates above.

These distributions will be paid in cash or reinvested in our Common Shares for shareholders participating in our distribution reinvestment plan. The net distributions received by shareholders of the Class S shares and Class D shares will be equal to the gross distribution in the table above, less specific shareholder servicing and/or distribution fees applicable to such class of our Common Shares as of their respective record dates. Class I shares have no shareholder servicing and/or distribution fees.

As previously disclosed, on March 26, 2025, we repurchased approximately 1.1 million of our Common Shares that were validly tendered and not properly withdrawn for total consideration of approximately $30 million, pursuant to our tender offer to repurchase up to 5% of our Common Shares outstanding as of January 31, 2025.

On April 8, 2025, we and ASIF Funding II (as defined below) entered into an amendment to the SB Funding Facility (as defined below). The amendment, among other things, (a) extended the reinvestment period from September 1, 2026 to October 8, 2027, (b) extended the stated maturity date from March 1, 2033 to April 8, 2034, (c) adjusted the interest rate charged on the SB Funding Facility from SOFR plus an applicable margin of (i) 2.10% during the reinvestment period and (ii) 2.40% following the reinvestment period to SOFR plus an applicable margin of (x) 1.90% during the reinvestment period and (y) 2.20% following the reinvestment period and (d) adjusted the commitment fee from (i) 0.50% per annum on any unused portion of the SB Funding Facility to (ii) on and after July 8, 2025, between 0.50% and 1.00% per annum depending on the aggregate amount of unused commitments under the SB Funding Facility. The other terms of the SB Funding Facility remained materially unchanged.

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2038 CLO Subordinated Notes, which are unsecured obligations of ADL CLO 5, and will accordingly be eliminated in consolidation. In addition, in connection with the ADL CLO 5 Debt Securitization, ADL CLO 5 incurred $75 million of Class A-1A Loans that mature on April 20, 2038 (the “April 2038 CLO Secured Loans”), under a Class A-1A Credit Agreement (the “April 2038 CLO Credit Agreement”), dated as of April 10, 2025, by and among ADL CLO 5, as borrower, the lender party thereto, and U.S. Bank Trust Company, National Association, as loan agent and collateral trustee, which bear interest at Term SOFR (as defined in the April 2038 CLO Credit Agreement) plus 1.38%.

On April 15, 2025, we amended and restated our Revolving Credit Facility (as defined below). The amendment, among other things, (a) extended the end of the revolving period and the stated maturity date for the Revolving Credit Facility from April 15, 2028 and April 15, 2029, respectively, to April 15, 2029 and April 15, 2030, respectively, (b) increased the aggregate commitments under the Revolving Credit Facility from $1.81 billion to $3.04 billion and (c) modified certain covenant restrictions. The Revolving Credit Facility also provides for an “accordion” feature that allows us, under certain circumstances, to increase the overall size of the Revolving Credit Facility to a maximum of approximately $4.6 billion. The other terms of the Revolving Credit Facility remained materially unchanged.

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FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in Common Shares will bear, directly or indirectly. Other expenses are estimated and may vary. Actual expenses may be greater or less than shown.


	Class S		Class D		Class I
	Shares		Shares		Shares
Shareholder Transaction Expenses (Fees Paid Directly from your Investment)
Maximum Sales Load⁽¹⁾	—	%	—	%	—	%
Maximum Early Repurchase Deduction⁽²⁾	2.00	%	2.00	%	2.00	%
Annual Expenses (As a Percentage of Net Assets Attributable to our Common Shares)⁽³⁾
Base Management Fee⁽⁴⁾	1.25	%	1.25	%	1.25	%
Incentive Fee⁽⁵⁾	—	%	—	%	—	%
Shareholder Servicing and/or Distribution Fees⁽⁶⁾	0.85	%	0.25	%	—	%
Interest Payment on Borrowed Funds⁽⁷⁾	8.02	%	8.02	%	8.02	%
Other Expenses⁽⁸⁾	0.26	%	0.26	%	0.26	%
Total Annual Expenses	10.38	%	9.78	%	9.53	%

(1)

(2)

We have implemented a share repurchase program, pursuant to which we intend to offer to repurchase, at the discretion of our Board of Trustees, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. Under our share repurchase program, to the extent we offer to repurchase our Common Shares in any particular quarter, we expect to repurchase our Common Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by our Board of Trustees, except that we deduct 2.00% from such NAV for shares that have not been outstanding for at least one year. We refer to this as the Early Repurchase Deduction. The holding period ends on the one-year anniversary of the subscription closing date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan, and the Early Repurchase Deduction may be waived in the case of repurchase requests: (i) arising from the death or qualified disability of the holder; (ii) submitted by discretionary model portfolio management programs (and similar arrangements); (iii) from feeder funds (or similar vehicles) primarily created to hold our Common Shares, which are offered to non-U.S. persons, where such funds seek to avoid imposing such a deduction because of administrative or systems limitations; and (iv) in the event that a shareholder’s Common Shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance. The Early Repurchase Deduction will be retained by us for the benefit of remaining common shareholders.

(3)

Weighted average net assets employed as the denominator for expense ratio computation is $7.4 billion. This estimate is based on (i) total net assets of $5.9 billion as of December 31, 2024, and (ii) the assumption that we sell $3.0 billion of our Common Shares in the following 12-month period of this offering. Actual net assets will depend on the number of shares we actually sell, realized gains/losses, unrealized appreciation/ depreciation and share repurchase activity, if any. See footnote 7 for assumptions related to changes in debt.

(4)	The base management fee paid to our investment adviser is calculated at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month.

(5)	This item represents our investment adviser’s incentive fee based on investment income and capital gains. The incentive fee is divided into two parts:

●

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●

The second part of the incentive fee is based on realized capital gains, whereby we pay our investment adviser at the end of each calendar year in arrears 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis as calculated in accordance with GAAP, less the aggregate amount of any previously paid capital gains incentive fee.

The incentive fee is not based on a particular share class and is allocated to each class of Common Shares based upon the relative proportion of net assets represented by such class.

Pre-incentive fee net investment income includes, in the case of investments with a deferred income feature (such as market or original issue discount, debt investments with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero coupon securities), accrued income that we have not yet received in cash. Our investment adviser is not under any obligation to reimburse us for any part of the income based fee it receives that is based on accrued income that we never actually receive. See “Risk Factors — Risks Relating to Our Business and Structure — There are significant potential conflicts of interest that could impact our investment returns,” “Our investment adviser’s fee structure may create an incentive for it to make certain investments on our behalf, including speculative investments” and “We may be obligated to pay our investment adviser certain fees even if we incur a loss.” Pre-incentive fee net investment income is not adjusted for incentive fee payments or any shareholder servicing and/or distribution fees paid by the Class S shares and the Class D shares. Accordingly, pre-incentive fee net investment income may be calculated on higher amounts of income than we may ultimately realize and that may ultimately be distributed to common shareholders. Pre-incentive fee net investment income also does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from pre-incentive fee net investment income. As a result, for any calendar quarter, the incentive fee attributable to pre-incentive fee net investment income that is paid to our investment adviser may be calculated on the basis of an amount that is greater than the amount of net investment income actually earned by us for such calendar quarter.

As we cannot predict whether we will meet the necessary performance targets, we have assumed no incentive fee for this chart. We expect the incentive fee we pay to increase to the extent we earn greater income or generate capital gains through our investments in portfolio companies. If we achieved an annualized total return of 5% for each quarter made up entirely of net investment income, no incentive fee would be payable to our investment adviser because the hurdle rate was not exceeded. If instead we achieved a total return of 5% in a calendar year made up of entirely realized capital gains net of all realized capital losses and unrealized capital depreciation, an incentive fee equal to 0.63% of our net assets would be payable. See “Investment Advisory and Management Agreement and Administration Agreement” for more information concerning the incentive fee.

(6)

Subject to FINRA limitations on underwriting compensation, we and, ultimately, certain classes of our common shareholders, will pay the following shareholder servicing and/or distribution fees to the intermediary manager: (a) for Class S shares, shareholder servicing and/or distribution fees equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares; and (b) for Class D shares, shareholder servicing and/or distribution fees equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly. No shareholder servicing and/or distribution fees are paid with respect to the Class I shares. The intermediary manager anticipates that all or a portion of the shareholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating broker dealers. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We will cease paying the shareholder servicing and/or distribution fees on the Class S shares and Class D shares on the earlier to occur of the following (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including selling commissions, shareholder servicing and/or distribution fees and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, consistent with the exemptive relief allowing us to offer multiple classes of shares, at the end of the month in which the intermediary manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to shares held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the intermediary manager or the applicable selling agent), we will cease paying the shareholder servicing and/or distribution fees on either (i) each such share that would exceed such limit or (ii) all Class S shares and Class D shares in such common shareholder’s account. We may modify this requirement if permitted by applicable exemptive relief. At the end of such month, the applicable Class S shares or Class D

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shares in such common shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S shares or Class D shares. The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. See “Plan of Distribution” and “Use of Proceeds”.

(7)

We have and may from time to time borrow funds to make investments, including before we have fully invested the proceeds of this continuous offering. To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by common shareholders. The figure in the table assumes that we borrow for investment purposes an amount equal to 125% of our weighted average net assets in the following 12-month period of the offering, and that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment fees, on the amount borrowed is 6.41%. Our ability to incur leverage during the following 12-month period of this offering depends, in large part, on the amount of money we are able to raise through the sale of shares, the availability of financing in the market and available investment opportunities. See “Prospectus Summary — Recent Developments”.

(8)

“Other expenses” includes our overhead expenses, including payments under our administration agreement based on our allocable portion of overhead and other expenses incurred by our administrator and transfer agent in performing their obligations under the administration agreement and transfer agency agreement, respectively, and our organization and offering expenses and income taxes. The amount of “Other expenses” presented in the table estimates the amounts to be paid during the following 12-month period of the offering, which our investment adviser may agree to continue to advance pursuant to the Expense Support and Conditional Reimbursement Agreement. If our investment adviser does not seek reimbursement for certain of the offering expenses it agreed to advance under the Expense Support and Conditional Reimbursement Agreement, our total annual expenses for the following 12-month period of this offering would decrease.

We have entered into an Expense Support and Conditional Reimbursement Agreement with our investment adviser, pursuant to which, among other things, our investment adviser has agreed to advance all of our estimated organization and initial offering expenses. We are obligated to reimburse our investment adviser until such time as all Expense Payments made by our investment adviser to us within three years prior to the last business day of the applicable calendar month in which such Reimbursement Payment obligation is accrued have been reimbursed, subject to certain conditions in the Expense Support and Conditional Reimbursement Agreement. See Note 3 of our consolidated financial statements for the year ended December 31, 2024 for more information about our Expense Support and Conditional Reimbursement Agreement. In addition, our investment adviser may waive its right to receive monthly reimbursement payments from us in an applicable month, and has agreed to not seek recoupment of investment advisory fees (including the base management fee and any incentive fee) waived pursuant to the Expense Support and Conditional Reimbursement Agreement from the commencement of our operations through July 31, 2023. If we are required to reimburse our investment adviser pursuant to the Expense Support and Conditional Reimbursement Agreement, we and, ultimately, our common shareholders, will repay such expenses pursuant to the terms of that agreement.

Example: We have provided an example of the projected dollar amount of total expenses that would be incurred over various periods with respect to a hypothetical $1,000 investment in each class of our Common Shares. In calculating the following expense amounts, we have assumed that:

(1)

our annual operating expenses and offering expenses remain at the levels set forth in the table above,

(2)

the annual return before fees and expenses is 5.00%,

(3)

the net return after payment of fees and expenses is distributed to common shareholders and reinvested at NAV, and

(4)

your financial intermediary does not directly charge you transaction or other fees.

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Class S shares


Return Assumption	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return from net investment income:	$	(106)	$	(302)	$	(475)	$	(831)
Total expenses assuming a 5.0% annual return solely from net realized capital gains:	$	(113)	$	(317)	$	(497)	$	(857)

Class D shares


Return Assumption	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return from net investment income:	$	(100)	$	(286)	$	(453)	$	(804)
Total expenses assuming a 5.0% annual return solely from net realized capital gains:	$	(106)	$	(302)	$	(476)	$	(831)

Class I shares


Return Assumption	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return from net investment income:	$	(98)	$	(279)	$	(444)	$	(792)
Total expenses assuming a 5.0% annual return solely from net realized capital gains:	$	(104)	$	(295)	$	(467)	$	(820)

The foregoing table is to assist you in understanding the various costs and expenses that an investor in our Common Shares will bear directly or indirectly. While the examples assume, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. If we were to achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, if our Board of Trustees authorizes and we declare a cash dividend, participants in our distribution reinvestment plan who have elected to receive shares will receive a number of Common Shares determined by dividing the total dollar amount of the dividend payable to a participant by the NAV per share on the valuation date for the dividend. See “Distribution Reinvestment Plan” below for additional information regarding our distribution reinvestment plan.

This example and the expenses in the table above should not be considered a representation of our future expenses as actual expenses (including the cost of debt, if any, and other expenses) that we may incur in the future and such actual expenses may be greater or less than those shown.

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FINANCIAL HIGHLIGHTS

The following tables of financial highlights are intended to help a prospective investor understand our financial performance for the periods presented. The financial data set forth in the following tables as of and for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022 are derived from our consolidated financial statements, which have been audited by KPMG LLP, an independent registered public accounting firm whose report is included in this prospectus. Results as of and for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022 are not necessarily indicative of the results that may be expected for future periods. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus.

The following are financial highlights as of and for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022:

	As of and For the Year Ended December 31, 2024
	Class I			Class S			Class D
Per Share Data:
Net asset value at beginning of period	$	27.22		$	27.22		$	27.22
Net investment income for period⁽¹⁾		2.40			2.17			2.33
Net realized and unrealized gains for period⁽¹⁾		0.56			0.56			0.56
Net increase in net assets resulting from operations		2.96			2.73			2.89
Distributions from net investment income		(2.57)			(2.34)			(2.50)
Total increase in net assets		0.39			0.39			0.39
Net asset value at end of period	$	27.61		$	27.61		$	27.61
Total return based on net asset value⁽²⁾		10.64	%		9.85	%		10.41	%
Shares outstanding at end of period (in thousands)		172,421			29,493			11,773
Ratio/Supplemental Data:
Net assets at end of period (in thousands)	$	4,761,183		$	814,414		$	325,099
Ratio of operating expenses (excluding expense support) to average net assets⁽³⁾⁽⁴⁾		6.95	%		7.76	%		7.41	%
Ratio of operating expenses (including expense support) to average net assets⁽³⁾		5.97	%		6.77	%		6.44	%
Ratio of net investment income to average net assets⁽³⁾⁽⁵⁾		8.80	%		7.95	%		8.54	%
Portfolio turnover rate⁽³⁾		47	%		47	%		47	%


	As of and For the Year Ended December 31, 2023
	Class I			Class S⁽⁶⁾			Class D⁽⁶⁾
Per Share Data:
Net asset value, beginning of period	$	24.99		$	27.01		$	27.01
Net investment income for period⁽¹⁾		2.41			0.84			0.90
Net realized and unrealized gains for period⁽¹⁾		0.85			0.30			0.31
Net increase in net assets		3.26			1.14			1.21
Distributions to shareholders⁽²⁾		(1.03)			(0.93)			(1.00)
Total increase in net assets		2.23			0.21			0.21
Net asset value, end of period	$	27.22		$	27.22		$	27.22
Total return based on net asset value⁽²⁾		13.03	%		4.22	%		4.47	%
Shares outstanding, end of period (in thousands)		51,943			10,972			1,806
Ratio/Supplemental Data:
Net assets, end of period (in thousands)	$	1,413,632		$	298,608		$	49,152
Ratio of operating expenses (excluding expense support) to average net assets⁽³⁾⁽⁴⁾		7.52	%		7.52	%		6.78	%
Ratio of operating expenses (including expense support) to average net assets⁽³⁾⁽⁴⁾		5.15	%		5.57	%		4.57	%
Ratio of net investment income to average net assets⁽³⁾⁽⁵⁾		9.21	%		7.38	%		7.95	%
Portfolio turnover rate⁽³⁾		68	%		68	%		68	%

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	As of and For the Period from December 5,
	2022 (Commencement of Operations) to
	December 31, 2022
	Class I
Per Share Data:
Net asset value at beginning of period	$	25.00
Net investment income for period⁽¹⁾		0.03
Net realized and unrealized losses for period⁽¹⁾		(0.04)
Net decrease in net assets resulting from operations		(0.01)
Net asset value at end of period	$	24.99
Total return based on net asset value⁽²⁾		(0.05)	%
Shares outstanding at end of period (in thousands)		5,927
Ratio/Supplemental Data:
Net assets at end of period (in thousands)	$	148,098
Ratio of operating expenses (excluding expense support) to average net assets⁽³⁾⁽⁴⁾		6.71	%
Ratio of operating expenses (including expense support) to average net assets⁽³⁾		—	%
Ratio of net investment income to average net assets⁽³⁾⁽⁵⁾		1.73	%
Portfolio turnover rate⁽³⁾		80	%

(1)	Weighted average basic per share data.

(2)

For the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022, the total return based on net asset value equaled the change in net asset value during the period divided by the beginning net asset value for the period. The Fund’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results. Total return is not annualized.

(3)	The ratios reflect an annualized amount.

(4)	For the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022, the ratio of operating expenses to average net assets consisted of the following:

	For the Year Ended December 31, 2024
	Class I		Class S		Class D
Base management fee	1.25	%	1.25	%	1.25	%
Income based fee and capital gains incentive fee	1.43		1.43		1.43
Interest and credit facility fees	3.79		3.75		4.00
Shareholder servicing and/or distribution fees	—		0.85		0.25
Other operating expenses	0.48		0.48		0.48
Total operating expenses	6.95	%	7.76	%	7.41	%


	For the Year Ended December 31, 2023
	Class I		Class S(6)		Class D(6)
Base management fee	1.25	%	1.25	%	1.25	%
Income based fee and capital gains incentive fee	1.43		1.53		1.47
Interest and credit facility fees	3.32		2.86		2.74
Shareholder servicing and/or distribution fees	—		0.85		0.25
Other operating expenses	1.52		1.03		1.07
Total operating expenses	7.52	%	7.52	%	6.78	%

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	For the period from
	December 5, 2022
	(commencement of
	operations) to
	December 31, 2022
	Class I
Base management fee	1.23	%
Income based fee and capital gains incentive fee	—
Interest and credit facility fees	1.12
Organization costs	0.53
Other operating expenses	3.83
Total operating expenses	6.71	%

(5)	The ratio of net investment income to average net assets excludes income taxes related to realized gains and losses.

(6)	The date of the first sale of Class S shares and Class D shares was August 1, 2023.

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RISK FACTORS

Investing in our Common Shares involves a number of significant risks. The following information is a discussion of material risk factors associated with an investment in our Common Shares specifically, as well as those factors generally associated with an investment in a company with an investment objective, investment policies, capital structure or traders markets similar to ours. In addition to the other information contained in this prospectus, you should consider carefully the following information before making an investment in our Common Shares. If any of the following events occur our business, financial condition and results of operations could be materially and adversely affected. In such cases, the NAV of our Common Shares could decline, and you may lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS AND STRUCTURE

We have a limited operating history.

We are a closed-end management investment company organized as a Delaware statutory trust. We have elected to be regulated as a BDC under the Investment Company Act. We have a limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decision. We are subject to the business risks and uncertainties associated with recently formed businesses, including the risk that we will not achieve our investment objective and the value of a shareholder’s investment could decline substantially or become worthless. Further, our investment adviser has not previously offered a non-traded BDC. While we believe that the past professional experiences of our investment adviser’s investment team, including investment and financial experience of our investment adviser’s senior management, will increase the likelihood that our investment adviser will be able to manage us successfully, there can be no assurance that this will be the case.

Our Board of Trustees may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to our results of operations and financial condition.

Our Board of Trustees has the authority to modify or waive our current operating policies, investment criteria and strategies without prior notice and without shareholder approval. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV, operating results and value of our Common Shares. However, the effects might be adverse, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment. Moreover, we have significant flexibility in investing the net proceeds from our continuous offering and may use the net proceeds from our continuous offering in ways with which investors may not agree or for purposes other than those contemplated in this prospectus.

Our Board of Trustees may amend our Declaration of Trust without prior shareholder approval.

So long as an amendment to our Declaration of Trust does not materially alter or change the powers, preferences, or special rights of our Common Shares so as to affect them adversely, our Board of Trustees may, without shareholder vote, subject to certain exceptions, amend or otherwise supplement our Declaration of Trust by making an amendment, a Declaration of Trust supplemental thereto or an amended and restated Declaration of Trust, including without limitation to classify the Board of Trustees, to impose advance notice bylaw provisions for trustee nominations or for shareholder proposals, to require super-majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature.

The capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect the debt and equity capital markets, which may have a negative impact on our business and operations.

From time to time, capital markets may experience periods of disruption and instability. Such disruptions may result in, amongst other things, write-offs, the re-pricing of credit risk, the failure of financial institutions or worsening general economic conditions, any of which could materially and adversely impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole and financial services firms in particular. There can be no assurance these market conditions will not occur or worsen in the future, including economic and political events in or affecting the world’s major economies, such as the ongoing war between Russia and Ukraine and conflicts in the Middle East. Sanctions imposed by the U.S. and other countries in connection with hostilities between Russia and Ukraine and the tensions between China and Taiwan have caused additional financial market volatility and affected the global economy. Concerns over future increases in inflation, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility. Market uncertainty and volatility have also been magnified as a result of the current U.S.

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presidential administration and resulting uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies, including with respect to treaties and tariffs.

Volatility and dislocation in the capital markets can create a challenging environment in which to raise or access equity or debt capital. Such conditions could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may continue to be at a higher cost, including as a result of the current interest rate environment, and on less favorable terms and conditions than what we have historically experienced. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.

Significant disruption or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). Significant disruption or volatility in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. Thus, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital could have a material adverse effect on our business, financial condition or results of operations.

We are exposed to risks associated with changes in interest rates, including the current interest rate environment.

General interest rate fluctuations may have a negative impact on our investments and our investment returns and, accordingly, may have a material adverse effect on our investment objective and our net investment income.

The U.S. Federal Reserve (“Federal Reserve”) decreased the federal funds rate multiple times in 2024 after a sustained period of historically high rates. Because we borrow money and may issue debt securities or preferred stock to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds. In periods of declining interest rates, we may earn less interest income from investments and our cost of funds will also decrease, to a lesser extent, given certain of our currently outstanding indebtedness bears interest at fixed rates, resulting in lower net investment income. Conversely, in periods of rising interest rates, our interest income will increase as the majority of our portfolio bears interest at variable rates while our cost of funds will also increase, to a lesser extent, with the net impact being an increase to our net investment income, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Quantitative and Qualitative Disclosures About Market Risk.” We have entered into certain hedging transactions, such as interest rate swaps, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. See “Risks Relating to Our Investments—We may expose ourselves to risks if we engage in hedging transactions.” Our portfolio primarily consists of fixed and floating rate investments. Market prices tend to fluctuate more for fixed-rate securities that have longer maturities. Although we have no policy governing the maturities of our investments, under current market conditions we expect that we will invest in a portfolio of debt generally having maturities of up to 10 years. Market prices for debt that pays a fixed-rate of return tend to decline as interest rates rise. This means that we are subject to greater risk (other things being equal) than a fund invested solely in shorter-term, fixed-rate securities. Market prices for floating rate investments may also fluctuate in rising rate environments with prices tending to decline when credit spreads widen. A decline in the prices of the debt we own could adversely affect net assets resulting from operations and the NAV of our Common Shares.

Rising interest rates may also increase the cost of debt for our underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to us. Also, an increase in interest rates available to investors could make an investment in our Common Shares less attractive if we are not able to pay distributions at a level that provides a similar return, which could reduce the value of our Common Shares.

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Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies.

Certain of our portfolio companies are in industries that have been or may be impacted by inflation. U.S. inflation rates have fluctuated in recent periods, and remain well above historical levels over the past several decades. Inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our portfolio companies’ operations. If these portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations. See “We are exposed to risks associated with changes in interest rates, including the current interest rate environment.”

A failure on our part to maintain our status as a BDC may significantly reduce our operating flexibility.

If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the Investment Company Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under our outstanding indebtedness, which could have a material adverse effect on our business, financial condition or results of operations.

We are dependent upon certain key personnel of Ares for our future success and upon their access to other Ares investment professionals.

We depend on the diligence, skill, judgment, network of business contacts and personal reputations of certain key personnel of the Ares Credit Group and our future success depends on their continued service. We also depend, to a significant extent, on access to the investment professionals of other groups within Ares, the information and deal flow generated by Ares’ investment professionals in the course of their investment and portfolio management activities, as well as the support of senior business operations professionals of Ares.

The departure or misconduct of any of these individuals, or of a significant number of the investment professionals or partners of Ares, could have a material adverse effect on our business, financial condition or results of operations. In addition, we cannot assure you that Ares Capital Management will remain our investment adviser or that we will continue to have access to Ares’ investment professionals or its information and deal flow. Further, there can be no assurance that we will replicate our own, our affiliates’, or Ares’ historical success, including that of Ares Capital Corporation, and we caution you that our investment returns could be substantially lower than the returns achieved by other Ares funds.

Our financial condition and results of operations depend on our ability to manage future growth effectively.

Our ability to achieve our investment objective depends on our ability to acquire suitable investments and monitor and administer those investments, which depends, in turn, on our investment adviser’s ability to identify, invest in and monitor companies that meet our investment criteria.

Accomplishing this result on a cost-effective basis is largely a function of the structuring of our investment process and the ability of our investment adviser to provide competent, attentive and efficient services to us. Our executive officers and the members of the Ares Credit Group’s Ares Strategic Income Fund investment committee (the “ASIF Investment Committee”) have substantial responsibilities in connection with their roles at Ares and with other Ares funds as well as responsibilities under the investment advisory and management agreement. They may also be called upon to provide significant managerial assistance to certain of our portfolio companies. These demands on their time, which will increase as the number of investments grow, may distract them or slow the rate of investment. In order for us to grow, Ares will need to hire, train, supervise, manage and retain new employees. However, we cannot assure you that Ares will be able to do so effectively. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

Our ability to grow depends on our ability to raise capital.

We will need to periodically access the capital markets to raise cash to fund new investments in excess of our repayments, and we may also need to access the capital markets to refinance existing debt obligations to the extent such maturing obligations are not

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repaid with availability under our revolving credit facilities, which includes the Credit Facilities or cash flows from operations. We have elected to be treated as a RIC and operate in a manner so as to qualify for the U.S. federal income tax treatment applicable to RICs. Among other things, in order to maintain our RIC status, we must distribute to our common shareholders on a timely basis generally an amount equal to at least 90% of our investment company taxable income, and, as a result, such distributions will not be available to fund investment originations or repay maturing debt. We must continue to borrow from financial institutions and issue additional securities to fund our growth. Unfavorable economic or capital market conditions may increase our funding costs, limit our access to the capital markets or could result in a decision by lenders not to extend credit to us. An inability to successfully access the capital markets may limit our ability to refinance our existing debt obligations as they come due and/or to fully execute our business strategy and could limit our ability to grow or cause us to have to shrink the size of our business, which could decrease our earnings, if any. See “Risk Factors — Risks Relating to Our Business and Structure — The capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect the debt and equity capital markets, which may have a negative impact on our business and operations.”

In addition, we are currently allowed to borrow amounts or issue debt securities or preferred stock, which we refer to collectively as “senior securities,” such that our asset coverage, as calculated pursuant to the Investment Company Act, equals at least 150% immediately after such borrowing (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). Such requirement, in certain circumstances, may restrict our ability to borrow or issue debt securities or preferred stock. The amount of leverage that we employ will depend on our investment adviser’s and our Board of Trustees’ assessments of market and other factors at the time of any proposed borrowing or issuance of senior securities. We cannot assure you that we will be able to maintain or increase the amount available to us under our current Credit Facilities, obtain other lines of credit or issue senior securities at all or on terms acceptable to us.

Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.

We may issue senior securities or borrow money from banks or other financial institutions, up to the maximum amount permitted by the Investment Company Act. As a BDC, we are currently permitted to incur indebtedness or issue senior securities only in amounts such that our asset coverage, as calculated pursuant to the Investment Company Act, equals at least 150% after each such incurrence or issuance (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). If the value of our assets declines, we may be unable to satisfy this test, which may prohibit us from making distributions and could prevent us from maintaining our status as a RIC or may prohibit us from repurchasing our Common Shares. In addition, our inability to satisfy this test could cause an event of default under our existing indebtedness. If we cannot satisfy this test, we may be required to sell a portion of our investments at a time when such sales may be disadvantageous and, depending on the nature of our leverage, repay a portion of our indebtedness. Accordingly, any failure to satisfy this test could have a material adverse effect on our business, financial condition or results of operations. As of December 31, 2024, our asset coverage calculated in accordance with the Investment Company Act was 227%. Also, to generate cash for funding new investments, we may in the future seek to issue additional debt or to securitize certain of our loans. The Investment Company Act may impose restrictions on the structure of any such securitization.

The requirement that we invest a sufficient portion of our assets in Qualifying Assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in Qualifying Assets could result in our failure to maintain our status as a BDC.

Under the Investment Company Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the Investment Company Act described as “qualifying” assets (“Qualifying Assets”) unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are Qualifying Assets. Therefore, we may be precluded from investing in what we believe are attractive investments if such investments are not Qualifying Assets. Conversely, if we fail to invest a sufficient portion of our assets in Qualifying Assets, we could lose our status as a BDC, which would have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making additional investments in existing portfolio companies, which could result in the dilution of our position, or could require us to dispose of investments at an inopportune time to comply with the Investment Company Act. If we were forced to sell non-qualifying investments in the portfolio for compliance purposes, the proceeds from such sale could be significantly less than the current value of such investments.

We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us.

Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our securities. We currently borrow under the Credit Facilities and may in the future borrow from or issue

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senior securities to, banks, insurance companies, funds, institutional investors and other lenders and investors. Lenders and holders of such senior securities will have fixed dollar claims on our consolidated assets that will be superior to the claims of our common shareholders or any preferred shareholders. If the value of our consolidated assets increases, then leveraging would cause the NAV per share of our Common Shares to increase more sharply than it would have had we not incurred leverage.

Conversely, if the value of our consolidated assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not incurred leverage. Similarly, any increase in our consolidated income in excess of consolidated interest payable on the borrowed funds would cause our net income to increase more than it would had we not incurred leverage, while any decrease in our consolidated income would cause net income to decline more sharply than it would have had we not incurred leverage. Such a decline could negatively affect our ability to make distributions. There can be no assurance that a leveraging strategy will be successful.

As of December 31, 2024, we had approximately $1.7 billion of outstanding borrowings under our Credit Facilities. In addition, our wholly owned consolidated subsidiary, Ares Direct Lending CLO 3 LLC (“ADL CLO 3”) had approximately $476 million in aggregate principal amount outstanding of the notes offered in the ADL CLO 3 debt securitization (the “ADL CLO 3 Debt Securitization”) that mature on January 20, 2037 (collectively, the “January 2037 CLO Notes”), excluding the approximately $218 million of subordinated notes that mature on January 20, 2037 issued by ADL CLO 3 which were retained by us and eliminated in consolidation (the “January 2037 CLO Subordinated Notes”). In addition, on April 10, 2025, through our wholly owned consolidated subsidiary, ADL CLO 5, we incurred approximately $350 million of indebtedness in connection with the ADL CLO 5 Debt Securitization, excluding the approximately $149 million of April 2038 CLO Subordinated Notes, which were retained by us and eliminated in consolidation. We also had approximately $2.5 billion in aggregate principal amount outstanding of senior unsecured notes (we refer to each series of unsecured notes using the defined term set forth under the “Unsecured Notes” column of the table below and collectively, along with the March 2032 Notes, refer to all such series as the “Unsecured Notes”).


(dollar amounts in thousands)	Aggregate Principal
Unsecured Notes	Amount Issued		Original Issuance Date	Maturity Date
March 2028 Notes	$	1,000,000	November 21, 2024	March 15, 2028
August 2029 Notes	$	700,000	June 5, 2024	August 15, 2029
February 2030 Notes	$	750,000	October 2, 2024	February 15, 2030

In order for us to cover our annual interest payments on our outstanding indebtedness as of December 31, 2024, we must achieve annual returns on our December 31, 2024 total assets of at least 2.4%. The weighted average stated interest rate charged on our principal amount of outstanding indebtedness as of December 31, 2024 was 6.3%. We intend to continue borrowing under the Credit Facilities in the future and we may increase the size of the Credit Facilities or issue additional debt securities or other evidences of indebtedness (although there can be no assurance that we will be successful in doing so). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments” for subsequent events relating to the SB Funding Facility, the Revolving Credit Facility, an additional debt securitization and the March 2032 Notes. See Note 13 to our consolidated financial statements for the year ended December 31, 2024 for subsequent events relating to the March 2032 Notes. For more information on our indebtedness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition, Liquidity and Capital Resources.”

Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. The amount of leverage that we employ at any particular time will depend on our investment adviser’s and our Board of Trustees’ assessments of market and other factors at the time of any proposed borrowing and is subject to our compliance with our asset coverage requirement following any such borrowing.

The Credit Facilities, the ADL CLO 3 Debt Securitization, the ADL CLO 5 Debt Securitization and the Unsecured Notes impose financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC. A failure to renew the Credit Facilities or to add new or replacement debt facilities or to issue additional debt securities or other evidences of indebtedness could have a material adverse effect on our business, financial condition and results of operations.

The following table illustrates the effect on return to a holder of our Common Shares of the leverage created by our use of borrowing at the weighted average stated interest rate of 6.3% as of December 31, 2024, together with (a) our total value of net assets

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as of December 31, 2024; (b) approximately $4.6 billion in aggregate principal amount of indebtedness outstanding as of December 31, 2024 and (c) hypothetical annual returns on our portfolio of minus 10% to plus 10%.


Assumed Return on Portfolio (Net of Expenses)⁽¹⁾	(10.00)	%	(5.00)	%	—	%	5.00	%	10.00	%
Corresponding Return to Common Shareholders⁽²⁾	(25.48)	%	(15.19)	%	(4.89)	%	5.40	%	15.70	%

(1)

The assumed portfolio return is required by SEC regulations and is not a prediction of, and does not represent, our projected or actual performance. Actual returns may be greater or less than those appearing in the table. Pursuant to SEC regulations, this table is calculated as of December 31, 2024. As a result, it has not been updated to take into account any changes in assets or leverage since December 31, 2024.

(2)

In order to compute the “Corresponding Return to Common Shareholders,” the “Assumed Return on Portfolio” is multiplied by the total value of our assets as of December 31, 2024 to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average stated interest rate of 6.3% by the approximately $4.6 billion of principal debt outstanding as of December 31, 2024) is subtracted to determine the return available to shareholders. The return available to shareholders is then divided by the total value of our net assets as of December 31, 2024 to determine the “Corresponding Return to Common Shareholders.”

See “Prospectus Summary — Recent Developments” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition, Liquidity and Capital Resources” for more information regarding our indebtedness.

We are subject to a 150% asset coverage ratio.

In accordance with the Investment Company Act, a BDC is allowed to borrow amounts such that its asset coverage, calculated pursuant to the Investment Company Act, is at least 150% after such borrowing if certain requirements, including obtaining certain approvals, are met. The reduced asset coverage requirement permits a BDC to borrow up to two dollars for every dollar it has in assets less all liabilities and indebtedness not represented by senior securities issued by it. Because an affiliate of our investment adviser, as our sole initial shareholder, approved a proposal on October 7, 2022 that allows us to reduce our asset coverage ratio to 150%, the ratio applicable to our senior securities is 150%.

Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we may use leverage to partially finance our investments, you will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the NAV attributable to our Common Shares to increase more sharply than it would had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions or pay distributions on our Common Shares, make scheduled debt payments or other payments related to our securities. Leverage is generally considered a speculative investment technique. See “— We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us.”

In addition to regulatory requirements that restrict our ability to raise capital, our Credit Facilities, the ADL CLO 3 Debt Securitization, the ADL CLO 5 Debt Securitization and the Unsecured Notes contain various covenants that, if not complied with, could accelerate repayment under our Credit Facilities, the ADL CLO 3 Debt Securitization, the ADL CLO 5 Debt Securitization and the Unsecured Notes, thereby materially and adversely affecting our liquidity, financial condition and results of operations.

The agreements governing our Credit Facilities, the ADL CLO 3 Debt Securitization, the ADL CLO 5 Debt Securitization and the Unsecured Notes require us, and any future agreements governing any debt facilities may require us, to comply with certain financial and operational covenants. These covenants may include, among other things:

●

restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets;

●

restrictions on our ability to incur liens; and

●

maintenance of a minimum level of shareholders’ equity.

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As of the date of this prospectus, we are in compliance in all material respects with the covenants in the Credit Facilities, the ADL CLO 3 Debt Securitization, the ADL CLO 5 Debt Securitization and the Unsecured Notes. However, our continued compliance with these covenants depends on many factors, some of which are beyond our control. For example, depending on the condition of the public debt and equity markets and pricing levels, unrealized depreciation in our portfolio may increase in the future. Any such increase could result in our inability to comply with our obligation to restrict the level of indebtedness that we are able to incur in relation to the value of our assets or to maintain a minimum level of shareholders’ equity.

Accordingly, although we believe we will continue to be in compliance, there are no assurances that we will continue to comply with the covenants in the Credit Facilities, the ADL CLO 3 Debt Securitization, the ADL CLO 5 Debt Securitization and the Unsecured Notes. Failure to comply with these covenants could result in a default under the Credit Facilities, the ADL CLO 3 Debt Securitization, the ADL CLO 5 Debt Securitization and the Unsecured Notes, that, if we were unable to obtain a waiver from the lenders or holders of such indebtedness, as applicable, such lenders or holders could accelerate repayment under such indebtedness and thereby have a material adverse impact on our business, financial condition and results of operations.

We have formed and invested in and may in the future form or invest in CLOs, which subject us to certain structured financing risks.

To finance certain investments, we have completed debt securitizations through CLOs and may in the future securitize certain of our secured loans or other investments, including through the formation of one or more additional CLOs, while retaining all or most of the exposure to the performance of such investments. As of December 31, 2024, we had completed one debt securitization in November 2024 through ADL CLO 3, which has approximately $476 million in aggregate principal amount of January 2037 CLO Notes issued and outstanding (excluding the January 2037 CLO Subordinated Notes). On April 10, 2025, through our wholly owned consolidated subsidiary ADL CLO 5, we completed a second debt securitization, in connection with which ADL CLO 5 incurred approximately $350 million in aggregate principal amount in indebtedness (excluding the April 2038 CLO Subordinated Notes). See “Prospectus Summary — Recent Developments” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments.” Our current CLOs involve, and any additional CLOs would involve, a contribution by us of a pool of assets to a special purpose entity, and a sale of debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. In addition, we may invest in securities of CLOs managed by other investment advisers. Our interests in these CLOs would likely be considered a “non-qualifying” portfolio interest for purposes of the Investment Company Act.

If we invest in CLOs we create, we will depend in part on distributions from the CLO’s assets out of its earnings and cash flows to enable us to make distributions to shareholders. The ability of a CLO to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. Also, a CLO may take actions that delay distributions in order to preserve ratings and to keep the cost of present and future financings lower or the CLO may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of the CLO’s debt, which could impact our ability to receive distributions from the CLO. If we do not receive cash flow from any such CLO that is necessary to satisfy the Annual Distribution Requirement (defined below) for maintaining RIC status, and we are unable to obtain cash from other sources necessary to satisfy this requirement, we may not maintain our qualification as a RIC, which would have a material adverse effect on an investment in the shares.

In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force a CLO to sell certain assets at a loss, reducing their earnings and, in turn, cash potentially available for distribution to us for distribution to our shareholders. To the extent that any losses are incurred by the CLO in respect of any collateral, such losses will be borne first by the owner of equity interests in the CLO.

The manager for a CLO that we create may be us, our investment adviser or an affiliate, and such manager may be entitled to receive compensation for structuring and/or management services. To the extent our investment adviser or an affiliate other than us serves as manager and we are obligated to compensate our investment adviser or the affiliate for such services, we, our investment adviser or the affiliate will implement offsetting arrangements to assure that we, and indirectly, our common shareholders, pay no additional management fee to our investment adviser or the affiliate in connection therewith. Our investment adviser serves as asset manager to ADL CLO 3 and ADL CLO 5 under an asset management agreement with each such entity and is entitled to receive compensation for structuring and/or management services. Our investment adviser has agreed to waive any management fees from ADL CLO 3 and ADL CLO 5. To the extent we serve as the manager, we will waive any right to receive fees for such services from us (and indirectly our common shareholders) or any affiliate.

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We operate in a highly competitive market for investment opportunities.

A number of entities compete with us to make the types of investments that we make in middle-market companies. We compete with other BDCs, public and private funds, commercial and investment banks, commercial financing companies, insurance companies, hedge funds, and, to the extent they provide an alternative form of financing, private equity funds. Some of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. Some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than we do. Furthermore, many of our competitors are not subject to the regulatory restrictions that the Investment Company Act imposes on us as a BDC and that the Code imposes on us as a RIC. In addition, new competitors frequently enter the financing markets in which we operate. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, we may not be able to pursue attractive investment opportunities from time to time.

We do not seek to compete primarily based on the interest rates we offer and we believe that some of our competitors may make loans with interest rates that are comparable to or lower than the rates we offer. Rather, we compete with our competitors based on our existing investment platform, seasoned investment professionals, experience and focus on middle-market companies, disciplined investment philosophy, extensive industry focus and flexible transaction structuring. For a more detailed discussion of these competitive advantages, see “Investment Objective and Strategies — Potential Competitive Strengths.”

We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. The loss of such investment opportunities may limit our ability to grow or cause us to have to shrink the size of our portfolio, which could decrease our earnings. If we match our competitors’ pricing, terms and structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a competitive environment, we may make investments that are on less favorable terms than what we may have originally anticipated, which may impact our return on these investments.

Our ability to enter into transactions with our affiliates is restricted.

As a BDC, we are prohibited under the Investment Company Act from participating in certain transactions with certain of our affiliates without the prior approval of a majority of our independent Trustees and, in some cases, of the SEC. Among other things, any person that, directly or indirectly, owns, controls or holds with the power to vote 5% or more of our outstanding voting securities is an affiliate of ours for the purposes of the Investment Company Act. However, we may under certain circumstances purchase any such affiliate’s loans or securities in the secondary market, which could create a conflict for our investment adviser between our interests and the interests of such affiliate, in that the ability of our investment adviser to recommend actions in our best interest may be limited. We are generally prohibited from buying or selling any securities (other than our securities) from or to an affiliate. The Investment Company Act also prohibits us from participating in certain “joint” transactions with certain of our affiliates which could include investments in the same portfolio company (whether at the same or different times), without the prior approval of our independent Trustees and, in cases where the affiliate is presumed to control us (i.e., they own more than 25% of our voting securities), prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or trustees or their affiliates. As a result of these restrictions, we may be prohibited from buying or selling any security (other than our securities) from or to any portfolio company of a fund managed by any affiliate of our investment adviser, or entering into joint arrangements, such as certain co-investments with these companies or funds, without the prior approval of the SEC, which may limit the scope of investment opportunities that may otherwise be available to us.

We rely on the Co-Investment Exemptive Order granted to us, our investment adviser and certain of its affiliates by the SEC that allows us to engage in co-investment transactions with other affiliated funds managed by our investment adviser, subject to certain terms and conditions. However, while the terms of the Co-Investment Exemptive Order require that we be given the opportunity to participate in certain transactions originated by our investment adviser or its affiliates, we ultimately may not participate in those transactions. In addition, based on guidelines approved by our Board of Trustees, we may not see certain transactions originated by our investment adviser or its affiliates. This also may limit the scope of investment opportunities that may otherwise be available to us.

There are significant potential conflicts of interest that could impact our investment returns.

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other Ares funds. These officers and trustees will devote such portion of their time to our affairs as is required for the performance of their duties, but they are not required to devote all of their time to us. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in our or our common shareholders’ best interests or may require them to devote time to services for other entities, which could interfere with the time available to provide services to us. Members of the ASIF Investment Committee may have significant responsibilities for other Ares funds. Similarly, although the professional staff of our investment adviser will devote as much time to the management of us as appropriate to enable our investment adviser to perform its duties in accordance with the investment advisory and management agreement, the investment professionals of our investment adviser may have conflicts in allocating their time and services among us and investment vehicles managed by our investment adviser or one or more of its affiliates. These activities could be viewed as creating a conflict of interest insofar as the time and effort of the professional staff of our investment adviser and its officers and employees will not be devoted exclusively to our business but will instead be allocated between our business and the management of these other investment vehicles.

In addition, certain Ares funds may have investment objectives that compete or overlap with, and may from time to time invest in asset classes similar to those targeted by us. Consequently, we and these other entities may from time to time pursue the same or similar capital and investment opportunities. Pursuant to its investment allocation policy, Ares and its controlled affiliates, including our investment adviser, endeavor to allocate investment opportunities in a fair and equitable manner, and in any event consistent with any fiduciary duties owed to us. Nevertheless, it is possible that we may not be given the opportunity to participate in certain investments made by other Ares funds and, if given such opportunity, may not be allowed to participate in such investments without the prior approval of our trustees who are not interested persons and, in some cases, the prior approval of the SEC. In addition, there may be conflicts in the allocation of investments among us and the other Ares funds or one or more of our controlled affiliates or among the funds they manage, including investments made pursuant to the Co-Investment Exemptive Order. Further, such other Ares funds may hold positions in portfolio companies in which we have also invested. Such investments may raise potential conflicts of interest between us and such other Ares funds, particularly if we and such other Ares funds invest in different classes or types of securities or investments of the same underlying portfolio company. In that regard, actions may be taken by another Ares fund that are adverse to our interests, including, but not limited to, during a restructuring, bankruptcy or other insolvency proceeding or similar matter occurring at the underlying portfolio company.

We may from time to time, and subject to requirements under the Investment Company Act, offer to sell assets to vehicles managed by one or more of our affiliates or we may purchase assets from vehicles managed by one or more of our affiliates. In addition, vehicles managed by one or more of our affiliates may offer assets to or may purchase assets from one another. While assets may be sold or purchased at prices that are consistent with those that could be obtained from third parties in the marketplace, and although these types of transactions generally require approval of one or more independent parties, there may be an inherent conflict of interest in such transactions between us and funds managed by one of our affiliates (including our investment adviser). In addition, subject to the limitations of the Investment Company Act and conditions of the Co-Investment Exemptive Order, we may invest in loans, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Ares funds.

We pay a base management fee and an incentive fee to our investment adviser, and reimburse our investment adviser for certain expenses it incurs. Ares, from time to time, incurs fees, costs, and expenses on behalf of more than one fund. To the extent such fees, costs, and expenses are incurred for the account or benefit of more than one fund, each such fund will typically bear an allocable portion of any such fees, costs, and expenses in proportion to the size of its investment in the activity or entity to which such expense relates (subject to the terms of each fund’s governing documents) or in such other manner as Ares considers fair and equitable under the circumstances such as the relative fund size or capital available to be invested by such funds. Where a fund’s governing documents do not permit the payment of a particular expense, Ares will generally pay such fund’s allocable portion of such expense.

Our investment adviser’s base management fee is based on a percentage of our net assets and, consequently, our investment adviser may have conflicts of interest in connection with decisions that could affect our net assets, such as decisions as to whether to incur indebtedness, or to make future investments. We are currently allowed to borrow amounts subject to our compliance with our asset coverage requirement following any such borrowing.

Accordingly, our investment adviser may have conflicts of interest in connection with decisions to use increased leverage permitted under our asset coverage requirement applicable to senior securities, as the incurrence of such additional indebtedness would result in an increase in the base management fee payable to our investment adviser and may also result in an increase in the incentive fee payable to our investment adviser.

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The incentive fee payable by us to our investment adviser that relates to our pre-incentive fee net investment income is computed and paid on income that may include income that is accrued but not yet received in cash. If a portfolio company defaults on a loan that is structured to provide accrued income, it is possible that accrued income previously used in the calculation of such fee will become uncollectible. Our investment adviser is not under any obligation to reimburse us for any part of the incentive fee it receives that is based on accrued interest income that we never actually receive.

Our investment advisory and management agreement renews for successive annual periods if approved by our Board of Trustees or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our independent Trustees. However, both we and our investment adviser have the right to terminate the agreement without penalty upon 60 days’ written notice by the Fund or upon 120 days’ written notice by our investment adviser to the other party. In addition, if we elect to continue operations following termination of the investment advisory and management agreement by the investment adviser, the investment adviser will pay all expenses incurred as a result of its withdrawal. Moreover, conflicts of interest may arise if our investment adviser seeks to change the terms of our investment advisory and management agreement, including, for example, the terms for compensation to our investment adviser. While any material change to the investment advisory and management agreement must be submitted to shareholders for approval under the Investment Company Act, we may from time to time decide it is appropriate to seek shareholder approval to change the terms of the agreement.

We are party to the administration agreement with our administrator, Ares Operations, a subsidiary of Ares Management, pursuant to which our administrator furnishes us with administrative services. Payments under the administration agreement are equal to an amount based upon our allocable portion of our administrator’s overhead and other expenses (including travel expenses) incurred by our administrator in performing its obligations under the administration agreement, including our allocable portion of the compensation, rent and other expenses of certain of our officers (including our chief compliance officer, chief financial officer, chief accounting officer, general counsel, secretary, treasurer and assistant treasurer) and their respective staffs, but not investment professionals.

As of December 31, 2024, there was $55 million of expenses supported by our investment adviser that were eligible for reimbursement pursuant to the Expense Support and Conditional Reimbursement Agreement (including $2.5 million of base management fee and $1.3 million of incentive fee for which our investment adviser has agreed not to seek recoupment). See Note 3 of our consolidated financial statements for the year ended December 31, 2024 for more information about our Expense Support and Conditional Reimbursement Agreement. Our future repayment of amounts reimbursed or waived by our investment adviser or its affiliates, pursuant to the Expense Support and Conditional Reimbursement Agreement, will immediately reduce our NAV at the time we make such reimbursement payment and may reduce future distributions to which you would otherwise be entitled. We are unable to predict when we, and ultimately our common shareholders, will repay expenses advanced by our investment adviser because repayment under the Expense Support and Conditional Reimbursement Agreement is conditioned upon the occurrence of certain events, and the investment adviser can waive reimbursement of expenses in any applicable month. In addition, holders of Class S shares and Class D shares may be impacted by the shareholder and/or distribution fees borne by such classes resulting in a decline in our returns and our distributions payable in the class of Common Shares upon which such fees are being paid.

As a result of the arrangements described above, there may be times when the management team of Ares Management (including those members of management focused primarily on managing the Fund) has interests that differ from those of our common shareholders, giving rise to a conflict. Additionally, the members of management focused on managing us will also manage other Ares funds, and, consequently, will need to devote significant attention and time to managing other Ares funds, in addition to us.

Our common shareholders may have conflicting investment, tax and other objectives with respect to their investments in us. The conflicting interests of individual shareholders may relate to or arise from, among other things, the nature of our investments, the structure or the acquisition of our investments, and the timing of dispositions of our investments. As a consequence, conflicts of interest may arise in connection with decisions made by our investment adviser, including with respect to the nature or structuring of our investments, that may be more beneficial for one shareholder than for another shareholder, especially with respect to shareholders’ individual tax situations. In selecting and structuring investments appropriate for us, our investment adviser will consider the investment and tax objectives of the Fund and those of our common shareholders, as a whole, not the investment, tax or other objectives of any common shareholder individually. See “Potential Conflicts of Interest.”

We may be subject to additional corporate-level income taxes if we fail to maintain our status as a RIC.

We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the U.S. federal income tax treatment applicable to RICs. As a RIC, we generally will not pay U.S. federal corporate-level income taxes on our income and net

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capital gains that we distribute to our common shareholders as distributions on a timely basis. We will be subject to U.S. federal corporate-level income tax on any undistributed income and/or gains. To maintain our status as a RIC, we must meet certain source of income, asset diversification and annual distribution requirements. We may also be subject to certain U.S. federal excise taxes, as well as state, local and foreign taxes.

To maintain our RIC status, we must timely distribute an amount equal to at least 90% of our investment company taxable income (as defined by the Code, which generally includes net ordinary income and net short term capital gains) to our common shareholders (the “Annual Distribution Requirement”). We have the ability to pay a large portion of our distributions in our shares, and as long as a portion of such distribution is paid in cash and other requirements are met, such distributions will be taxable as a distribution for U.S. federal income tax purposes. This may result in our U.S. shareholders having to pay tax on such distributions, even if no cash is received, and may result in our non-U.S. shareholders being subject to withholding tax in respect of amounts distributed in our shares. Because we use debt financing, we are subject to certain asset coverage ratio requirements under the Investment Company Act and financial covenants under our indebtedness that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to maintain our status as a RIC and, thus, may be subject to corporate-level income tax on all of our income and/or gains.

To maintain our status as a RIC, in addition to the Annual Distribution Requirement, we must also meet certain annual source of income requirements at the end of each taxable year and asset diversification requirements at the end of each calendar quarter. Failure to meet these requirements may result in our having to (a) dispose of certain investments quickly or (b) raise additional capital to prevent the loss of RIC status. Because most of our investments are in private companies and are generally illiquid, any such dispositions may be at disadvantageous prices and may result in losses. Also, the rules applicable to our qualification as a RIC are complex with many areas of uncertainty. Accordingly, no assurance can be given that we have qualified or will continue to qualify as a RIC. If we fail to maintain our status as a RIC for any reason and become subject to regular “C” corporation income tax, the resulting corporate-level income taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and on any investment in us. Certain provisions of the Code provide some relief from RIC disqualification due to failures of the source of income and asset diversification requirements, although there may be additional taxes due in such cases. We cannot assure you that we would qualify for any such relief should we fail the source of income or asset diversification requirements.

We may have difficulty paying our required distributions under applicable tax rules if we recognize income before or without receiving cash representing such income.

For U.S. federal income tax purposes, we may be required to include in income certain amounts that we have not yet received in cash, such as original issue discount, which may arise, for example, if we receive warrants in connection with the making of a loan, or PIK interest representing contractual interest added to the loan principal balance and due at the end of the loan term. Such original issue discount or PIK interest is included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we will not receive in cash, including, for example, amounts attributable to hedging and foreign currency transactions.

Since, in certain cases, we may recognize income before or without receiving cash in respect of such income, we may have difficulty meeting the U.S. federal income tax requirement to distribute generally an amount equal to at least 90% of our investment company taxable income to maintain our status as a RIC. Accordingly, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain cash from other sources, we may fail to qualify as a RIC and thus be subject to additional corporate-level income taxes. Such a failure could have a material adverse effect on us and on any investment in us.

Most of our portfolio investments are not publicly traded and, as a result, the fair value of these investments may not be readily determinable.

A large percentage of our portfolio investments are not publicly traded. The fair value of investments that are not publicly traded may not be readily determinable. We value these investments at least monthly at fair value as determined in good faith by our investment adviser, as the valuation designee, subject to the oversight of our board of trustees, based on, among other things, the input of independent third-party valuation providers (“IVPs”) that have been engaged to support the valuation of such portfolio investments monthly, beginning the third quarter after origination (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process. The valuation process is conducted at the end of each calendar month by our investment adviser, and beginning with the first quarter of 2025, substantially all such investments in our investment portfolio at fair value are

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subject to review by an IVP each month. However, we may use these IVPs to review the value of our investments more frequently, including in connection with the occurrence of significant events or changes in value affecting a particular investment. In addition, our independent registered public accounting firm obtains an understanding of, and performs select procedures relating to, our investment adviser’s valuation process within the context of performing our financial statement audit.

The types of factors that may be considered in valuing our investments include the enterprise value of the portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to similar publicly traded securities, changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent sale occurs, we consider the pricing indicated by the external event to corroborate our valuation. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed and may differ materially from the values that we may ultimately realize. Our NAV per share could be adversely affected if our determinations regarding the fair value of these investments are higher than the values that we realize upon disposition of such investments.

The lack of liquidity in our investments may adversely affect our business.

As we generally make investments in private companies, substantially all of these investments are subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we could realize significantly less than the value at which we have recorded our investments or could be unable to dispose of our investments in a timely manner. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we or an affiliated manager of Ares has material non-public information regarding such portfolio company.

Our financial condition and results of operations could be negatively affected if a significant investment fails to perform as expected.

Our investment portfolio includes investments that may be significant individually or in the aggregate. If a significant investment in one or more companies fails to perform as expected, such a failure could have a material adverse effect on our business, financial condition and operating results, and the magnitude of such effect could be more significant than if we had further diversified our portfolio.

Increasing scrutiny from stakeholders and regulators with respect to ESG matters may impose additional costs and expose us to additional risks.

Our business (including that of our portfolio companies) faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our brand and reputation if we do not or are perceived to not act responsibly in a number of areas, including, but not limited to human rights, climate change and environmental stewardship, support for local communities, corporate governance and transparency or consideration of ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the brand of our existing and future portfolio companies or the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations.

Conversely, “anti-ESG” sentiment has gained momentum across the U.S., with a growing number of states, federal agencies, the executive branch and Congress having enacted or proposed or indicated an intent to pursue “anti-ESG” policies, legislation or issued related legal opinions and engaged in related investigations and litigation. If investors subject to such legislation viewed our investment adviser’s responsible investing or ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us. In addition, corporate diversity, equity and inclusion (“DEI”) practices have recently come under increasing scrutiny. For example, some advocacy groups and federal and state officials have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision. Additionally, in January 2025, the new Presidential Administration signed a number of Executive Orders focused on DEI, which indicate continued scrutiny of DEI initiatives and potential investigations of certain private entities, including publicly traded companies. If we do not successfully manage expectations across these varied stakeholder

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interests, it could erode stakeholder trust, impact our reputation and constrain our investment opportunities. Such scrutiny of ESG related practices could expose our investment adviser to the risk of litigation, investigations or challenges by federal or state authorities or result in reputational harm.

Additionally, certain regulations related to ESG that may be applicable to us and our portfolio companies could adversely affect our business. The European Commission’s “action plan on financing sustainable growth” (“Action Plan”) is designed to, among other things, define and reorient investment toward more sustainable economic activities. The Action Plan contemplates, among other things: establishing European Union (the “EU”) labels for green financial products; clarifying asset managers’ and institutional investors’ duties regarding sustainability in their investment decision-making processes; increasing disclosure requirements in the financial services sector around sustainability and increasing the transparency of companies on their ESG policies and related processes and management systems; and introducing a ‘green supporting factor’ in the EU prudential rules for banks and insurance companies to incorporate climate risks into banks’ and insurance companies’ risk management policies. Moreover, on January 5, 2023, the Corporate Sustainability Reporting Directive (“CSRD”) came into effect. Broadly, CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks and insurance companies under the Non-Financial Reporting Directive (2014/95/EU) (“NFRD”). CSRD requires a broader range of companies, including non-EU companies with significant turnover and a legal presence in EU markets, to produce reports on sustainability-related matters within their financial statements. CSRD remains subject to changes and there can be no assurance that developments with respect to CSRD will not adversely affect our assets or the returns from those assets. One or more of our portfolio companies may fall within scope of CSRD and this may lead to increased management burdens and costs. There is a risk that a significant reorientation in the market following the implementation of these regulations could be adverse to our portfolio companies if they are perceived to be less valuable as a consequence of, e.g., their carbon footprint or allegations or evidence of “greenwashing” (i.e., the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). We and our portfolio companies are subject to the risk that similar measures might be introduced in other jurisdictions in the future.

There is also regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors in order to allow investors to validate and better understand sustainability claims. For example, the SEC sometimes reviews compliance with ESG commitments in examinations and has taken enforcement actions against registered investment advisers for not establishing adequate or consistently implementing ESG policies and procedures to meet ESG commitments to investors. In March 2024, the SEC adopted final rules intended to enhance and standardize climate-related disclosures; however, these rules are stayed pending the outcome of consolidated legal challenges in the Eighth Circuit Court of Appeals. At the state level, in October 2023, California enacted legislation that will ultimately require certain companies that do business in California to publicly disclose their Scopes 1, 2, and 3 greenhouse gas emissions, with third party assurance of such data, and issue public reports on their climate-related financial risk and related mitigation measures. Compliance with any new laws or regulations increases our regulatory burden and could result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, affect the manner in which we or our portfolio companies conduct our businesses and adversely affect our profitability.

We and/or our portfolio companies may be materially and adversely impacted by global climate change.

Climate change is widely considered to be a significant threat to the global economy. Our business operations and our portfolio companies may face risks associated with climate change, including risks related to the impact of climate-related legislation and regulation (both domestically and internationally), risks related to climate-related business trends (such as the process of transitioning to a lower-carbon economy), and risks stemming from the physical impacts of climate change, such as the increasing frequency or severity of extreme weather events (including wildfires, droughts, hurricanes and floods) and rising sea levels and temperatures.

We, our executive officers, trustees, and our investment adviser, its affiliates and/or any of their respective principals and employees could be the target of litigation or regulatory investigations.

We as well as our investment adviser and its affiliates participate in a highly regulated industry and are each subject to regulatory examinations in the ordinary course of business. There can be no assurance that we, our executive officers, trustees, and our investment adviser, its affiliates and/or any of their respective principals and employees will avoid regulatory investigation and possible enforcement actions stemming therefrom. Our investment adviser is a registered investment adviser and, as such, is subject to the provisions of the Advisers Act. We and our investment adviser are each, from time to time, subject to formal and informal examinations, investigations, inquiries, audits and reviews from numerous regulatory authorities both in response to issues and questions raised in such examinations or investigations and in connection with the changing priorities of the applicable regulatory authorities across the market in general. In addition, the new presidential administration will lead to leadership changes at a number of

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U.S. federal regulatory agencies with oversight over our industry. Any changes or reforms may impose additional costs or result in other limitations on us.

We, our executive officers, trustees, and our investment adviser, its affiliates and/or any of their respective principals and employees could also be named as defendants in, or otherwise become involved in, litigation. Litigation and regulatory actions can be time-consuming and expensive and can lead to unexpected losses, which expenses and losses are often subject to indemnification by us. Legal proceedings could continue without resolution for long periods of time and their outcomes, which could materially and adversely affect our value or the ability of our investment adviser to manage us, are often impossible to anticipate. Our investment adviser would likely be required to expend significant resources responding to any litigation or regulatory action related to it, and these actions could be a distraction to the activities of our investment adviser.

Our investment activities are subject to the normal risks of becoming involved in litigation by third parties. These risks would be somewhat greater if we were to exercise control or significant influence over a portfolio company’s direction. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would, absent willful misfeasance, bad faith, gross negligence (with respect to the performance of duties or obligations under the investment advisory and management agreement), negligence (with respect to the performance of duties or obligations under the administration agreement), or reckless disregard of the duties and obligations under the investment advisory and management agreement or administration agreement, as applicable, in each case, as applicable, by our investment adviser, our administrator, any of their respective members and any of their respective officers, managers, partners, agents, employees, controlling persons, members and any other affiliated persons, or any of our officers, be borne by us and would reduce our net assets. Our investment adviser and others are indemnified by us in connection with such litigation, subject to certain conditions.

Changes in laws or regulations governing our operations or the operations of our portfolio companies, changes in the interpretation thereof or enacted laws or regulations could require changes to certain business practices of us or our portfolio companies, negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies.

We and our portfolio companies are subject to regulation by laws and regulations at the local, state, federal and, in some cases, foreign levels. These laws and regulations, as well as their interpretation, may be changed from time to time, and new laws and regulations may be enacted. Accordingly, any change in these laws or regulations, changes in their interpretation, or enacted laws or regulations could require changes to certain business practices of us or our portfolio companies, negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. Over the past several years, there also has been increasing regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector may be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank lending could be materially adverse to our business, financial condition and results of operations.

Regulators are also increasing scrutiny and considering regulation of the use of artificial intelligence technologies. We cannot predict what, if any, actions may be taken or the impact such actions may have on our business and results of operations.

In June 2024, the U.S. Supreme Court reversed its longstanding approach under the Chevron doctrine, which provided for judicial deference to regulatory agencies. As a result of this decision, we cannot be sure whether there will be increased challenges to existing agency regulations or how lower courts will apply the decision in the context of other regulatory schemes without more specific guidance from the U.S. Supreme Court. For example, the decision could significantly impact consumer protection, advertising, privacy, artificial intelligence, anti-corruption and anti-money laundering practices and other regulatory regimes with which we and our portfolio companies are or may be required to comply. Any such regulatory developments could result in uncertainty about and changes in the ways such regulations apply to us and our portfolio companies, and may require additional resources to ensure continued compliance. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a significant adverse effect on our business, financial condition and results of operations.

Additionally, legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by legislators and by the Internal Revenue Service and the U.S. Treasury Department. We cannot predict how future tax proposals and changes in U.S tax laws, rates, regulations or other guidance issued under existing tax laws, might affect us, our business, our common shareholders, or our portfolio companies in the long-term. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and

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negatively affect our business or the business of our portfolio companies or could have other adverse consequences. For example, such decisions and legislation may impact our ability to qualify for tax treatment as a RIC or negatively affect the U.S. federal income tax consequences applicable to us and our shareholders as a result of such qualification. Shareholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.

Changes to United States tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.

The United States has recently enacted and proposed to enact significant new tariffs. Additionally, the new Presidential Administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

Our investment adviser’s liability is limited under the investment advisory and management agreement, and we are required to indemnify our investment adviser against certain liabilities, which may lead our investment adviser to act in a riskier manner on our behalf than it would when acting for its own account.

Our investment adviser has not assumed any responsibility to us other than to render the services described in the investment advisory and management agreement, and it will not be responsible for any action of our Board of Trustees in declining to follow our investment adviser’s advice or recommendations. Pursuant to the investment advisory and management agreement, our investment adviser and its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other persons affiliated with it will not be liable to us for their acts under the investment advisory and management agreement, absent willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect our investment adviser and its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other persons or entities affiliated with it with respect to all damages, liabilities, costs and expenses arising out of or otherwise based upon the performance of any of our investment adviser’s duties or obligations under the investment advisory and management agreement or otherwise as an investment adviser for us, and not arising out of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties under the investment advisory and management agreement. These protections may lead our investment adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account. See “Risk Factors — Risks Relating to Our Investments — Our investment adviser’s fee structure may create an incentive for it to make certain investments on our behalf, including speculative investments.”

We may be obligated to pay our investment adviser certain fees even if we incur a loss.

Our investment adviser is entitled to an incentive fee for each fiscal quarter in an amount equal to a percentage of the excess of our pre-incentive fee net investment income for that quarter (before deducting any incentive fee and certain other items) above a threshold return for that quarter. Our pre-incentive fee net investment income for incentive fee purposes excludes realized and unrealized capital losses or depreciation and income taxes related to realized gains that we may incur in the fiscal quarter, even if such capital losses or depreciation and income taxes related to realized gains result in a net loss on our statement of operations for that quarter. Thus, we may be required to pay our investment adviser the incentive fee for a fiscal quarter even if there is a decline in the value of our portfolio or the NAV of our Common Shares, including a decline in the NAV of our Common Shares resulting from our payment of fees and expenses, including any reimbursement of expenses advanced by our investment adviser, or we incur a net loss for that quarter.

If a portfolio company defaults on a loan that is structured to provide interest, it is possible that accrued and unpaid interest previously used in the calculation of the incentive fee will become uncollectible. Our investment adviser is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never receive.

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As a public company, we are subject to regulations not applicable to private companies, such as provisions of the Sarbanes-Oxley Act. Efforts to comply with such regulations will involve significant expenditures, and non-compliance with such regulations may adversely affect us.

As a public company, we are subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. Our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a relatively new company, developing and maintaining an effective system of internal controls may require significant expenditures, which may negatively impact our financial performance and our ability to make distributions. This process also will result in a diversion of our management’s time and attention. We cannot be certain of when our evaluation, testing and remediation actions will be completed or the impact of the same on our operations. In addition, we may be unable to ensure that the process is effective or that our internal controls over financial reporting are or will be effective in a timely manner. In the event that we are unable to develop or maintain an effective system of internal controls and maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until there is a public market for our Common Shares, which is not expected to occur.

We may not be able to obtain and maintain all required state licenses.

We may be required to obtain various state licenses in order to, among other things, originate commercial loans. Applying for, obtaining and maintaining required licenses can be costly and take extensive periods of time. There is no assurance that we will obtain and maintain all of the licenses that we need on a timely basis. Furthermore, we will be subject to various information and other requirements in order to obtain and maintain these licenses, and there is no assurance that we will satisfy those requirements. Our failure to obtain or maintain licenses might restrict investment options and have other adverse consequences.

Compliance with the SEC’s Regulation Best Interest may negatively impact our ability to raise capital in this offering, which would harm our ability to achieve our investment objective.

Brokers must comply with Regulation Best Interest, which, among other requirements, enhances the existing standard of conduct for brokers and natural persons who are associated persons of a broker when recommending to a retail customer any securities transaction or investment strategy involving securities to a retail customer. The impact of Regulation Best Interest on brokers participating in our offering cannot be determined at this time, but it may negatively impact whether brokers and their associated persons recommend this offering to retail customers. Such brokers and their associated persons may determine that Regulation Best Interest requires such brokers and their associated persons to not recommend us to their customers because doing so may not be in the customers’ best interest, which would negatively impact our ability to raise capital in this offering. If Regulation Best Interest reduces our ability to raise capital in this offering, it would harm our ability to create a diversified portfolio of investments and achieve our investment objective and would result in our fixed operating costs representing a larger percentage of our gross income.

Our Declaration of Trust includes exclusive forum and jury trial waiver provisions that could limit a shareholder’s ability to bring a claim or, if such provisions are deemed inapplicable or unenforceable by a court, may cause us to incur additional costs associated with such action.

Our Declaration of Trust provides that, to the fullest extent permitted by law, the sole and exclusive forum for any claims, suits, actions or proceedings asserting a claim governed by the internal affairs (or similar) doctrine or arising out of or relating in any way to us, the Delaware Statutory Trust Statute or the Declaration of Trust (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of the Declaration of Trust, (B) the duties (including fiduciary duties), obligations or liabilities of us to our shareholders or the Board of Trustees, or of officers or the Board of Trustees to us, to the shareholders or each other, (C) the rights or powers of, or restrictions on, us, the officers, the Board of Trustees or the shareholders, (D) any provision of the Delaware Statutory Trust Statute or other laws of the State of Delaware pertaining to trusts made applicable to us pursuant to Section 3809 of the Delaware Statutory Trust Statute or (E) any other instrument, document, agreement or certificate contemplated by any provision of the Delaware Statutory Trust Statute or the Declaration of Trust relating in any way to us (regardless, in each case, of whether such claims, suits, actions or proceedings (x) sound in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds or (z) are derivative or direct claims)), shall be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction.

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Our Declaration of Trust also includes an irrevocable waiver of the right to trial by jury in all such claims, suits, actions or proceedings. Any person purchasing or otherwise acquiring any of our Common Shares shall be deemed to have notice of and to have consented to these provisions of our Declaration of Trust. These provisions may limit a shareholder’s ability to bring a claim in a judicial forum or in a manner that it finds favorable for disputes with us or our Trustees or officers, which may discourage such lawsuits. Alternatively, if a court were to find the exclusive forum provision or the jury trial waiver provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdiction or in other manners, which could have a material adverse effect on our business, financial condition and results of operations.

Notwithstanding any of the foregoing, neither we nor any of our investors are permitted to waive compliance with any provision of the U.S. federal securities laws or state securities laws and the rules and regulations promulgated thereunder.

We are highly dependent on the information systems of Ares Management and operational risks including systems failures could significantly disrupt our business, result in losses or limit our growth, which may, in turn, negatively affect the NAV of our Common Shares and our ability to pay distributions.

Our business is highly dependent on communications and information systems of Ares Management, the parent of our investment adviser and our administrator. In this prospectus we sometimes refer to hardware, software, information, and communications systems maintained by Ares Management and used by us, our investment adviser, and our administrator as “our” systems. We also face operational risk from transactions and key data not being properly recorded, evaluated or accounted for with respect to our portfolio companies. In addition, we face operational risk from errors made in the execution, confirmation or settlement of transactions. In particular, our investment adviser is highly dependent on its ability to process and evaluate, on a daily basis, transactions across markets and geographies in a time-sensitive, efficient and accurate manner. Consequently, we and our investment adviser and administrator rely heavily on Ares Management’s financial, accounting and other data processing systems.

In addition, we operate in a business that is highly dependent on information systems and technology. Ares Management’s and our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining the information systems and technology, which may be partially allocated to or borne by us, may increase from its current level. Such a failure to accommodate growth, or an increase in costs related to the information systems and technology, could have a material adverse effect on our business and results of operations.

Furthermore, a disaster or a disruption in the infrastructure that supports our businesses, including a disruption involving electronic communications, human resources systems or other services used by us, our investment adviser, our administrator or third parties with whom we conduct business could have a material adverse effect on our ability to continue to operate our businesses without interruption. Although we and Ares Management have disaster recovery programs in place, these may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for any losses as a result of such a disaster or disruption, if at all.

We and Ares Management also rely on third-party service providers for certain aspects of our respective businesses, including for certain information systems, technology and administration of our portfolio company investments and compliance matters. Operational risks could increase as vendors increasingly offer mobile and cloud-based software services rather than software services that can be operated within Ares Management’s own data centers, as certain aspects of the security of such technologies may be complex, unpredictable or beyond our or Ares Management’s control, and any failure by mobile technology or cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations and result in misappropriation, corruption or loss of confidential, proprietary or personal information. In addition, our counterparties’ information systems, technology or accounts may be the target of cyber-attacks. Any interruption or deterioration in the performance of these third parties or the service providers of our counterparties or failures or vulnerabilities of their respective information systems or technology could impair the quality of our funds’ operations and could impact our reputation, adversely affect our businesses and limit our ability to grow.

Finally, there continues to be significant evolution and developments in the use of artificial intelligence technologies, including generative artificial intelligence, such as GPT-4o. We cannot fully determine the impact of such evolving technology to our business at this time.

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RISKS RELATING TO OUR INVESTMENTS

Declines in market prices and liquidity in the corporate debt markets can result in significant net unrealized depreciation of our portfolio, which in turn would reduce our NAV.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our investment adviser, as our Board of Trustees’ valuation designee (as defined in Rule 2a-5 under the Investment Company Act), subject to the oversight of our Board of Trustees. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. We may take into account the following types of factors, if relevant, in determining the fair value of our investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to similar publicly traded securities, changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent sale occurs, we use the pricing indicated by the external event to corroborate our valuation. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). As a result, volatility in the capital markets can also adversely affect our investment valuations. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation. The effect of all of these factors on our portfolio can reduce our NAV (and, as a result our asset coverage calculation) by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized and/or unrealized losses, which could have a material adverse effect on our business, financial condition or results of operations.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

The current macroeconomic environment is characterized by labor shortages, strikes, work stoppages, labor disputes, supply chain disruptions and accidents, changing interest rates, persistent inflation, foreign currency exchange volatility, volatility in global capital markets and concerns over actual and potential tariffs and sanctions, inflation and recession risk. The risks associated with our and our portfolio companies’ businesses are more severe during periods of economic slowdown or recession.

Many of our portfolio companies may be susceptible to economic downturns or recessions and may be unable to repay our loans during these periods. Therefore, during these periods our non-performing assets may increase and the value of our portfolio may decrease if we are required to write down the values of our investments. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its assets representing collateral for its obligations, which could trigger cross defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt investments that we hold and the value of any equity securities we own. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company.

Investments in privately held middle-market companies involve significant risks.

We primarily invest in privately held U.S. middle-market companies. Investments in privately held middle-market companies involve a number of significant risks, including the following:

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these companies may have limited financial resources and may be unable to meet their obligations, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing our investment;

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they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

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they typically depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse effect on such portfolio company and, in turn, on us;

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there is generally little public information about these companies. These companies and their financial information are generally not subject to the Exchange Act and other regulations that govern public companies, and we may be unable to uncover all material information about these companies, which may prevent us from making a fully informed investment decision and cause us to lose money on our investments;

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they generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;

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we, our executive officers, Trustees and our investment adviser, its affiliates and/or any of their respective principals and employees may, in the ordinary course of business, be named as defendants in litigation arising from our investments in our portfolio companies and may, as a result, incur significant costs and expenses in connection with such litigation;

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changes in laws and regulations (including the tax laws), as well as their interpretations, may adversely affect their business, financial structure or prospects; and

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they may have difficulty accessing the capital markets to meet future capital needs.

Our debt investments may be risky and we could lose all or part of our investment.

The debt that we invest in is typically not initially rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s Ratings Services), which under the guidelines established by these entities is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Therefore, our investments may result in an above average amount of risk and volatility or loss of principal. While the debt we invest in is often secured, such security does not guarantee that we will receive principal and interest payments according to the terms of the loan, or that the value of any collateral will be sufficient to allow us to recover all or a portion of the outstanding amount of the loan should we be forced to enforce our remedies.

Some of the loans in which we may invest directly or indirectly through investments in collateralized debt obligations, CLOs or other types of structured entities may be “covenant-lite” loans, which means the loans contain fewer covenants than other loans (in some cases, none) and may not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. An investment by us in a covenant-lite loan may potentially hinder the ability to reprice credit risk associated with the issuer and reduce the ability to restructure a problematic loan and mitigate potential loss. We may also experience delays in enforcing our rights under covenant-lite loans. As a result of these risks, our exposure to losses may be increased, which could result in an adverse impact on our net income and NAV.

We also may invest in assets other than first and second lien and subordinated debt investments, including high-yield securities, U.S. government securities, credit derivatives and other structured securities and certain direct equity investments. These investments entail additional risks that could adversely affect our investment returns.

Investments in equity securities, many of which are illiquid with no readily available market, involve a substantial degree of risk.

We may purchase common stock and other equity securities. Although common stock has historically generated higher average total returns than fixed income securities over the long-term, common stock also has experienced significantly more volatility in those returns. The equity securities we acquire may fail to appreciate and may decline in value or become worthless and our ability to

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recover our investment will depend on the underlying portfolio company’s success. Investments in equity securities involve a number of significant risks, including:

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any equity investment we make in a portfolio company could be subject to further dilution as a result of the issuance of additional equity interests and to serious risks as a junior security that will be subordinate to all indebtedness (including trade creditors) or senior securities in the event that the issuer is unable to meet its obligations or becomes subject to a bankruptcy process;

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to the extent that the portfolio company requires additional capital and is unable to obtain it, we may not recover our investment; and

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in some cases, equity securities in which we invest will not pay current distributions, and our ability to realize a return on our investment, as well as to recover our investment, will be dependent on the success of the portfolio company. Even if the portfolio company is successful, our ability to realize the value of our investment may be dependent on the occurrence of a liquidity event, such as a public offering or the sale of the portfolio company. It is likely to take a significant amount of time before a liquidity event occurs or we can otherwise sell our investment. In addition, the equity securities we receive or invest in may be subject to restrictions on resale during periods in which it could be advantageous to sell them.

There are special risks associated with investing in preferred securities, including:

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preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes before we receive such distributions;

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preferred securities are subordinated to debt in terms of priority to income and liquidation payments, and therefore will be subject to greater credit risk than debt;

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preferred securities may be substantially less liquid than many other securities, such as common stock or U.S. government securities; and

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generally, preferred security holders have no voting rights with respect to the issuing company, subject to limited exceptions.

Additionally, when we invest in first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and subordinated debt, generally in a first lien position), second lien senior secured loans or subordinated debt, we may acquire warrants or other equity securities as well. Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

We may invest, to the extent permitted by law, in the equity securities of investment funds that are operating pursuant to certain exceptions to the Investment Company Act and in advisers to similar investment funds and, to the extent we so invest, will bear our ratable share of any such company’s expenses, including management and performance fees. We will also remain obligated to pay the base management fee and incentive fee to our investment adviser with respect to the assets invested in the securities and instruments of such companies. With respect to each of these investments, each of our common shareholders will bear their share of the base management fee and incentive fee due to our investment adviser as well as indirectly bearing the management and performance fees and other expenses of any such investment funds or advisers.

We may be subject to risks associated with broadly syndicated loans.

Our investments may consist of broadly syndicated loans that were not originated by us. Under the documentation for such loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. Accordingly, we may be precluded from directing such actions unless we or our investment adviser is the designated administrative agent or collateral agent or we act

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together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure you that the actions taken will be in our best interests.

There is a risk that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.

There may be circumstances in which our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

If one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and circumstances, a bankruptcy court might recharacterize our debt holding as an equity investment and subordinate all or a portion of our claim to that of other creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or exercise control over the borrower. For example, we could become subject to a lender’s liability claim, if, among other things, we actually render significant managerial assistance.

Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in such companies.

Our portfolio companies may have, or may be permitted to incur, other debt, or issue other equity securities, that rank equally with, or senior to, our investments. By their terms, such instruments may provide that the holders are entitled to receive payment of distributions, interest or principal on or before the dates on which we are entitled to receive payments in respect of our investments. These debt instruments would usually prohibit our portfolio companies from paying interest on or repaying our investments in the event and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company typically are entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such holders, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of securities ranking equally with our investments, we would have to share on an equal basis any distributions with other security holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

The rights we may have with respect to the collateral securing any junior priority loans we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements (including agreements governing “first out” and “last out” structures) that we enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that senior obligations are outstanding, we may forfeit certain rights with respect to the collateral to the holders of the senior obligations. These rights may include the right to commence enforcement proceedings against the collateral, the right to control the conduct of such enforcement proceedings, the right to approve amendments to collateral documents, the right to release liens on the collateral and the right to waive past defaults under collateral documents. We may not have the ability to control or direct such actions, even if as a result our rights as junior lenders are adversely affected.

When we are a debt or minority equity investor in a portfolio company, we are often not in a position to exert influence on the entity, and other equity holders and management of the company may make decisions that could decrease the value of our investment in such portfolio company.

When we make debt or minority equity investments, we are subject to the risk that a portfolio company may make business decisions with which we disagree and the other equity holders and management of such company may take risks or otherwise act in ways that do not serve our interests. As a result, a portfolio company may make decisions that could decrease the value of our investment.

Our portfolio companies may be highly leveraged.

Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future operations and capital needs. As a result, these companies’ flexibility to respond to changing

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business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

Our investments in Stressed Issuers may be considered speculative in nature and highly risky.

We may invest in Stressed Issuers, or those issuers experiencing or who begin to experience some level of financial or business distress and who may be undergoing or have recently undergone bankruptcy or other restructuring, reorganization and liquidation proceedings. These characteristics of these Stressed Issuers can cause investments in them to be particularly risky and may be considered speculative. Additionally, the ability of Stressed Issuers to pay their debts on schedule (or at all) could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or region or specific developments within Stressed Issuers. Investments in Stressed Issuers frequently do not produce income while they are outstanding and may require us to bear increased expenses, including by increased investment, in order to protect and recover our investments.

Our investment adviser’s fee structure may create an incentive for it to make certain investments on our behalf, including speculative investments.

The fees payable by us to our investment adviser may create an incentive for our investment adviser to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable to our investment adviser is determined, which is calculated as a percentage of the return on NAV, may encourage our investment adviser to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor the holders of our Common Shares and the holders of securities convertible into our Common Shares. In addition, our investment adviser will receive the capital gains incentive fee based, in part, upon net capital gains realized on our investments. Unlike the incentive fee, there is no hurdle rate applicable to the capital gains incentive fee. As a result, our investment adviser may have a tendency to invest more in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.

The incentive fee is computed and paid on income that has been accrued but not yet received in cash, including as a result of investments with a deferred interest feature such as debt investments with PIK interest, preferred stock with PIK dividends and zero coupon securities. If a portfolio company defaults on a loan that is structured to provide accrued income, it is possible that accrued income previously used in the calculation of the incentive fee will become uncollectible. Our investment adviser is not under any obligation to reimburse us for any part of the fees it received that were based on such accrued interest income that we never actually received.

Because of the structure of the incentive fee, it is possible that we may have to pay the incentive fee in a quarter during which we incur a loss. For example, if we receive pre-incentive fee net investment income in excess of the hurdle rate for a quarter, we will pay the applicable incentive fee even if we have incurred a loss in that quarter due to realized and/or unrealized capital losses. In addition, if market interest rates rise, our investment adviser may be able to invest our funds in debt investments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for our investment adviser to surpass the fixed hurdle rate and receive the incentive fee.

Our investments in foreign companies or investments denominated in foreign currencies may involve significant risks in addition to the risks inherent in U.S. and U.S. dollar denominated investments.

Our investment strategy contemplates potential investments in foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes (potentially at confiscatory levels), less liquid markets, less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

Although we expect most of our investments will be U.S. dollar denominated, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political

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developments. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us.

We may expose ourselves to risks if we engage in hedging transactions.

We have entered and may in the future enter into hedging transactions, which may expose us to risks associated with such transactions. We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Use of these hedging instruments may include counter-party credit risk. The fair value (rather than the notional value) of any derivatives or swaps we enter into will be included in our calculation of NAV for purposes of calculating the base management fee. Additionally, derivatives and swaps will be accounted for as realized or unrealized gains (losses) for accounting purposes and could impact the portion of the incentive fee based on realized net capital gains. As a result, any derivatives we enter into that result in realized gains may increase the amount of the fees you will be required to pay us.

Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.

The success of our hedging transactions will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. See also “Risk Factors — Risks Relating to Our Business and Structure — We are exposed to risks associated with changes in interest rates, including the current interest rate environment.”

As a BDC, we are permitted to enter into unfunded commitment agreements, and, if we fail to meet certain requirements, we will be required to treat such unfunded commitments as derivative transactions, subject to leverage limitations, which may limit our ability to use derivatives and/or enter into certain other financial contracts.

Under Rule 18f-4 under the Investment Company Act, BDCs that make significant use of derivatives are required to operate subject to a value-at-risk leverage limit, adopt a derivatives risk management program and appoint a derivatives risk manager, and comply with various testing and board reporting requirements. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined under the rule. We currently operate as a “limited derivatives user” which may limit our ability to use derivatives and/or enter into certain other financial contracts.

In addition, under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Unfunded commitment agreements entered into by a BDC in compliance with this condition will not be considered for purposes of computing asset coverage for purposes of compliance with the Investment Company Act with respect to our use of leverage as well as derivatives and/or other financial contracts.

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RISKS RELATING TO AN INVESTMENT IN OUR COMMON SHARES

The amount of any distributions we may make is uncertain. Our distributions may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from our public offering. Therefore, portions of the distributions that we make may represent a return of capital to you that will lower your tax basis in your Common Shares and thereby increase the amount of capital gain (or decrease the amount of capital loss) realized upon a subsequent sale or repurchase of such shares, and reduce the amount of funds we have for investment in targeted assets.

We may fund our cash distributions to shareholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from our investment adviser or our administrator, if any. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described in this prospectus. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC may limit our ability to pay distributions. All distributions are and will be paid at the sole discretion of our Board of Trustees and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board of Trustees may deem relevant from time to time. We cannot assure you that we will continue to pay distributions to our common shareholders in the future. In the event that we encounter delays in locating suitable investment opportunities, we may pay all or a substantial portion of our distributions from the proceeds of our public offering or from borrowings in anticipation of future cash flow, which may constitute a return of your capital. A return of capital is a return of your investment, rather than a return of earnings or gains derived from our investment activities.

Our distributions to shareholders may be funded from expense reimbursements or waivers of investment advisory fees that are subject to repayment pursuant to our Expense Support and Conditional Reimbursement Agreement.

Although payments under the Expense Support and Conditional Reimbursement Agreement will not be directly used to fund distributions, substantial portions of our distributions may be funded indirectly through the reimbursement of certain expenses by our investment adviser and its affiliates, including through any potential waiver of certain investment advisory fees by our investment adviser. Investment advisory fees (including the base management fee and any incentive fee) that have been waived by our investment adviser pursuant to the Expense Support and Conditional Reimbursement Agreement since our commencement of operations and through July 31, 2023 will not be subject to recoupment pursuant to the Expense Support and Conditional Reimbursement Agreement. Other expenses that were assumed by our investment adviser since the commencement of our operations continue to be subject to recoupment under the terms of the Expense Support and Conditional Reimbursement Agreement. Any such distributions funded through expense reimbursements or waivers of advisory fees will not be based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or our investment adviser and its affiliates continue to make such reimbursements or waivers of such fees. As of December 31, 2024, there was approximately $55 million of expenses supported by our investment adviser that were eligible for reimbursement pursuant to the Expense Support and Conditional Reimbursement Agreement (including $2.5 million of base management fee and $1.3 million of incentive fee for which our investment adviser has agreed not to seek recoupment). See Note 3 of our consolidated financial statements for the year ended December 31, 2024 for more information about our Expense Support and Conditional Reimbursement Agreement. Our future repayment of amounts reimbursed or waived by our investment adviser or its affiliates, pursuant to the Expense Support and Conditional Reimbursement Agreement, will immediately reduce our NAV at the time we make such reimbursement payment and may reduce future distributions to which you would otherwise be entitled. Further, there can be no assurance that we will achieve the performance necessary to be able to pay distributions at a specific rate or at all. Our investment adviser and its affiliates have no obligation to waive advisory fees or otherwise reimburse expenses we may incur in future periods; however, if our investment adviser chooses to advance any future expenses, this may prevent or reduce a decline in NAV until we repay such expenses by mitigating the effects of such advanced expenses would have on us.

We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from this offering, to fund distributions (which may reduce the amount of capital we ultimately invest in assets).

Shareholders should understand that any distributions made from sources other than cash flow from operations or relying on fee or expense reimbursement waivers, if any, from our investment adviser or our administrator are not based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or our investment adviser or our administrator continues to make such expense reimbursements, if any. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution

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reinvestment plan, how quickly we invest the proceeds from this and any past or future offering and the performance of our investments. Shareholders should also understand that our future repayment to our investment adviser will reduce our NAV at the time we make such reimbursement payment and may reduce future distributions to which you would otherwise be entitled. There can be no assurance that we will achieve such performance in order to sustain these distributions, or be able to pay distributions at all. Our investment adviser and our administrator have no obligation to waive fees or receipt of expense reimbursements, if any.

Although we have implemented a share repurchase program, we have discretion to not repurchase Common Shares, and our Board of Trustees has the ability to amend, suspend or terminate the share repurchase program.

Our Board of Trustees may amend, suspend or terminate the share repurchase program at any time in its discretion. You may not be able to sell your Common Shares at all in the event our Board of Trustees amends, suspends or terminates the share repurchase program, absent a liquidity event, and we currently do not intend to undertake a liquidity event, and we are not obligated by our Declaration of Trust or otherwise to effect a liquidity event at any time. We will notify you of such developments in our quarterly reports or other filings. If less than the full amount of Common Shares requested to be repurchased in any given repurchase offer are repurchased, funds will be allocated pro rata based on the total number of Common Shares being repurchased without regard to class. The share repurchase program has many limitations and should not be relied upon as a method to sell shares promptly or at a desired price.

The timing of our repurchase offers pursuant to our share repurchase program may be at a time that is disadvantageous to our common shareholders.

In the event a shareholder chooses to participate in our share repurchase program, the shareholder will be required to provide us with notice of intent to participate prior to knowing what the NAV per share of the class of shares being repurchased will be on the repurchase date. Although a shareholder will have the ability to withdraw a repurchase request prior to the repurchase date, to the extent a shareholder seeks to sell shares to us as part of our periodic share repurchase program, the shareholder will be required to do so without knowledge of what the repurchase price of our Common Shares will be on the repurchase date.

If we are unable to raise substantial funds, then we will be more limited in the number and type of investments we may make, our expenses may be higher relative to our total assets, and the value of your investment in us may be reduced in the event our assets under-perform.

Amounts that we raise may not be sufficient for us to purchase a broad portfolio of investments. To the extent that we are unable to raise all the capital we seek, the opportunity for us to purchase a broad portfolio of investments may be decreased and the returns achieved on those investments may be reduced as a result of allocating all of our expenses among a smaller capital base. If we are unable to raise substantial funds, we may not achieve certain economies of scale and our expenses may represent a larger proportion of our total assets.

We may in the future determine to issue preferred shares, which could adversely affect the holders of our Common Shares.

The issuance of shares of preferred shares with distribution or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred shares could make an investment in our Common Shares less attractive. In addition, the distributions on any preferred shares we issue must be cumulative. Payment of distributions and repayment of the liquidation preference of preferred shares must take preference over any distributions or other payments to our common shareholders, and holders of preferred shares are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred shares that converts into common shares). In addition, under the Investment Company Act, preferred shares constitute a “senior security” for purposes of the asset coverage test.

Terms relating to redemption may materially adversely affect returns on any debt securities that we may issue.

If we issue any debt securities that are redeemable at our option, we may choose to redeem such debt securities at times when prevailing interest rates are lower than the interest rate paid on such debt securities. In addition, if we issue any debt securities subject to mandatory redemption, we may be required to redeem such debt securities also at times when prevailing interest rates are lower than the interest rate paid on such debt securities. In this circumstance, holders of such debt securities may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as their debt securities being redeemed.

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We may have difficulty sourcing investment opportunities.

We cannot assure investors that we will be able to locate a sufficient number of suitable investment opportunities to allow us to deploy all available capital successfully. In addition, privately negotiated investments in loans and illiquid securities of private middle-market companies require substantial due diligence and structuring, and we cannot assure investors that we will achieve our anticipated investment pace. As a result, investors will be unable to evaluate any future portfolio company investments prior to purchasing our Common Shares. Additionally, our investment adviser selects our investments, and our common shareholders have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our Common Shares. To the extent we are unable to deploy all capital, our investment income and, in turn, our results of operations, will likely be materially adversely affected.

Our Common Shares have limited liquidity.

Our shares constitute illiquid investments for which there is not, and will likely not be, a secondary market at any time prior to a public offering and listing of our Common Shares on a national securities exchange. We do not currently intend to list our Common Shares on a national securities exchange. Investment in us is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in us. Except in limited circumstances for legal or regulatory purposes, our shareholders are not entitled to redeem their shares. Shareholders must be prepared to bear the economic risk of an investment in our Common Shares for an extended period of time. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our Declaration of Trust or otherwise to effect a liquidity event at any time.

Certain investors will be subject to Exchange Act filing requirements.

Because our Common Shares are registered under the Exchange Act, ownership information for any person who beneficially owns 5% or more of our Common Shares will have to be disclosed in a Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. In some circumstances, our common shareholders who choose to reinvest their distributions may see their percentage stake in the Fund increase to more than 5%, thus triggering this filing requirement. Each shareholder is responsible for determining their filing obligations and preparing the filings. In addition, our common shareholders who hold more than 10% of a class of our Common Shares may be subject to Section 16(b) of the Exchange Act, which recaptures for the benefit of the Fund profits from the purchase and sale of registered stock (and securities convertible or exchangeable into such registered stock) within a six-month period.

Special considerations for certain benefit plan investors.

We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under ERISA and the Plan Asset Regulations. In this regard, until such time as all classes of our Common Shares are considered “publicly offered securities” within the meaning of the Plan Asset Regulations, we intend to limit investment in each class of our Common Shares by “benefit plan investors” to less than 25% of the total value of each class of our Common Shares (within the meaning of the Plan Asset Regulations).

If, notwithstanding our intent, the assets of the Fund were deemed to be “plan assets” of any common shareholder that is a “benefit plan investor” under the Plan Asset Regulations, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by the Fund, and (ii) the possibility that certain transactions in which the Fund might seek to engage could constitute “prohibited transactions” under ERISA and Section 4975 of the Code. If a prohibited transaction occurs for which no exemption is available, our investment adviser and/or any other fiduciary that has engaged in the prohibited transaction could be required to (i) restore to the “benefit plan investor” any profit realized on the transaction and (ii) reimburse the Covered Plan for any losses suffered by the “benefit plan investor” as a result of the investment. In addition, each disqualified person (within the meaning of Section 4975 of the Code) involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100%. The fiduciary of a “benefit plan investor” who decides to invest in the Fund could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment in the Fund or as co-fiduciaries for actions taken by or on behalf of the Fund or our investment adviser. With respect to a “benefit plan investor” that is an individual retirement account (an “IRA”) that invests in the Fund, the occurrence of a prohibited transaction involving the individual who established the IRA, or their beneficiaries, would cause the IRA to lose its tax-exempt status.

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Until such time as all the classes of our Common Shares constitute “publicly traded securities” within the meaning of the Plan Asset Regulations, we have the power to (a) exclude any common shareholder or potential shareholder from purchasing our Common Shares; (b) prohibit any redemption of our Common Shares; and (c) redeem some or all Common Shares held by any holder if, and to the extent that, our Board of Trustees determines that there is a substantial likelihood that such holder’s purchase, ownership or redemption of Common Shares would result in our assets to be characterized as “plan assets,” for purposes of the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code, and all Common Shares shall be subject to such terms and conditions.

Prospective investors should carefully review the matters discussed under “ERISA Considerations” and should consult with their own advisors as to the consequences of making an investment in the Fund.

There is a risk that investors in our Common Shares may not receive distributions or that our distributions may not grow over time and that investors in any debt securities we issue may not receive all of the interest income to which they are entitled.

We intend to continue to make distributions on a monthly basis to our common shareholders out of assets legally available for distribution and in accordance with applicable state law. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. If we declare a distribution and if more shareholders opt to receive cash distributions rather than participate in our distribution reinvestment plan, we may be forced to sell some of our investments in order to make cash distributions.

In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions. Certain of the Credit Facilities may also limit our ability to declare distributions if we default under certain provisions. Further, if we invest a greater amount of assets in non-income producing securities, it could reduce the amount available for distribution and may also inhibit our ability to make required interest payments to holders of any debt we may issue, which may cause a default under the terms of our debt agreements. Such a default could materially increase our cost of raising capital, as well as cause us to incur penalties under the terms of our debt agreements.

Investing in our Common Shares may involve an above average degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our securities may not be suitable for someone with lower risk tolerance.

The NAV of our Common Shares, and liquidity, if any, of the market for our Common Shares may fluctuate significantly.

The capital and credit markets have in the past experienced periods of extreme volatility and disruption. The NAV for our Common Shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

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price and volume fluctuations in the capital and credit markets from time to time;

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changes in law, regulatory policies or tax guidelines, or interpretations thereof, particularly with respect to RICs or BDCs;

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changes in accounting guidelines governing valuation of our investments;

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loss of our RIC or BDC status;

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loss of a major funding source;

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our ability to manage our capital resources effectively;

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changes in our earnings or variations in our operating results;

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changes in the value of our portfolio of investments;

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any shortfall in investment income or net investment income or any increase in losses from levels expected by investors or securities analysts;

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departure of Ares’ key personnel;

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uncertainty surrounding the strength of the U.S. economy;

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global unrest; and

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general economic trends and other external factors.

Our common shareholders will experience dilution in their ownership percentage if they do not opt into our distribution reinvestment plan.

All distributions declared in cash payable to shareholders that are participants in our distribution reinvestment plan are automatically reinvested in our Common Shares. As a result, our common shareholders that do not opt into our distribution reinvestment plan will experience dilution in their ownership percentage of our Common Shares over time. See “Distribution Reinvestment Plan.”

Our future credit ratings may not reflect all risks of an investment in our debt securities.

Any credit ratings we receive will be an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in such credit ratings will generally affect the market value of any debt securities we issue. Such credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors on the market value of or any trading market for any debt securities we issue.

GENERAL RISK FACTORS

Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.

Concerns over the United States’ debt ceiling and budget-deficit have driven downgrades by rating agencies to the U.S. government’s credit rating. Downgrades by rating agencies to the U.S. government’s credit rating or concerns about its credit and deficit levels in general could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms. In addition, a decreased U.S. government credit rating, any default by the U.S. government on its obligations, or any prolonged U.S. government shutdown, could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our Common Shares. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the United States.

Deterioration in the economic conditions in the Eurozone and other regions or countries globally and the resulting instability in global financial markets may pose a risk to our business. Financial markets have been affected at times by a number of global macroeconomic events, including the following: large sovereign debts and fiscal deficits of several countries in Europe and in emerging markets jurisdictions, levels of non-performing loans on the balance sheets of European banks, instability in the Chinese capital markets and global health crises. Global market and economic disruptions have affected, and may in the future affect, the U.S. capital markets, which could adversely affect our business, financial condition or results of operations. We cannot assure you that market disruptions in Europe and other regions or countries, including the increased cost of funding for certain governments and financial institutions, will not impact the global economy, and we cannot assure you that assistance packages will be available, or if available, be sufficient to stabilize countries and markets in Europe or elsewhere affected by a financial crisis. To the extent uncertainty regarding any economic recovery in Europe or elsewhere negatively impacts consumer confidence and consumer credit factors, our business, financial condition and results of operations could be significantly and adversely affected. Moreover, there is a risk of both sector-specific and broad-based corrections and/or downturns in the equity and credit markets. Any of the foregoing could have a significant impact on the markets in which we operate and could have a material adverse impact on our business prospects and financial condition.

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Various social and political circumstances in the U.S. and around the world that are outside our control may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Such events, including trade tensions between the United States and China, other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries, the ongoing war between Russia and Ukraine and conflicts in the Middle East and health epidemics and pandemics, could adversely affect our business, financial condition or results of operations. Additionally, as a result of the 2024 U.S. election, the Republican Party currently controls both the executive and legislative branches of government, which increases the likelihood that legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Regulatory changes could result in greater competition from banks and other lenders with which we compete for lending and other investment opportunities. The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current trade policies of the United States. These market and economic disruptions could negatively impact the operating results of our portfolio companies. This could in turn materially reduce our net asset value and distributions and adversely affect our financial prospects and condition.

We may experience fluctuations in our quarterly results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rates payable on the debt investments we make, the default rates on such investments, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Security incidents or cyber-attacks could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation, any of which could negatively impact our business, financial condition and operating results.

The efficient operation of our business is dependent on information systems and technology, including computer hardware and software systems, as well as data processing systems and the secure processing, storage and transmission of information, all of which are potentially vulnerable to security incidents and cyber-attacks, which may include intentional attacks or accidental losses, either of which may result in unauthorized access to, or corruption of, our hardware, software, or data processing systems, or to our confidential, personal, or other sensitive information. In addition, we, our investment adviser, our administrator, or their employees may be the target of fraudulent emails or other targeted attempts to gain unauthorized access to confidential, personal, or other sensitive information, which are becoming more sophisticated and difficult to detect. Cybersecurity risks are also exacerbated by the rapidly increasing volume of highly sensitive data, including our proprietary business information and intellectual property, personal information of our investment adviser’s employees, our administrator’s employees, their affiliates’ employees, our investors and others, and other sensitive information that Ares collects, processes and stores in its data centers and on its networks or those of its third-party service providers. Many jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal information, with which we and Ares must comply in the event of a security incident or cyber-attack. The rapid evolution and increasing prevalence of artificial intelligence technologies may also increase our and Ares’ cybersecurity risks. The result of any security incident or cyber-attack may include disrupted operations, including in our and our investment adviser’s operations, misstated or unreliable financial data, fraudulent transfers or requests for transfers of money, liability for stolen or improperly accessed assets or information (including personal information), fines or penalties, investigations, increased cybersecurity protection and insurance costs, litigation, or damage to our business relationships and reputation, in each case, causing our business and results of operations to suffer or otherwise causing interruptions or malfunctions in our, our investment adviser’s employees’, our administrator’s employees’, their affiliates’ employees’, our investors’, our counterparties’ or third parties’ operations.

Although we are not currently aware of any security incidents or cyber-attacks that, individually or in the aggregate, have materially affected, or would reasonably be expected to materially affect, our operations or financial condition, there has been an increase in the frequency and sophistication of the cyber and security threats that we face, with attacks ranging from those common to businesses generally to more advanced and persistent attacks. Security incidents or cyber-attacks and other security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other outside or inside parties, as well as through employee malfeasance. We or our third-party providers may face a heightened risk of a security breach or disruption with respect to confidential, personal or other sensitive information resulting from an attack by foreign governments or cyber terrorists. We may be a target for attacks because, as a specialty finance company, we hold confidential, personal and other sensitive information, including price information, about existing and potential investments. Further, we are dependent on third-party service providers for hosting hardware, software and data processing systems that we do not control. We also rely on third-party

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service providers for certain aspects of our businesses, including for certain information systems, technology and administration of our funds and compliance matters. While we rely on the cybersecurity strategy and policies implemented by Ares, which includes the performance of risk assessments on other third-party service providers, our reliance on them and their potential reliance on other third-party service providers removes certain cybersecurity functions from outside of our immediate control, and cyber-attacks on Ares, on us or on our third-party service providers could adversely affect us, our business and our reputation. We cannot guarantee that third parties and infrastructure in Ares’ networks and Ares’ and our partners’ networks have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to Ares’ information technology systems or the third-party information technology systems that support our services. Ares’ and our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place. The costs related to cyber-attacks or other security threats or disruptions may not be fully insured or indemnified by others, including by our third-party service providers.

Security incidents and cyber-attacks may originate from a wide variety of sources, and while Ares has implemented processes, procedures and internal controls designed to mitigate cybersecurity risks and cyber-attacks, these measures do not guarantee that a security incident or cyber-attack will not occur or that our financial results or operations will not be negatively impacted by such an incident, especially because the techniques of threat actors change frequently and are often not recognized until launched, and may be enhanced by artificial intelligence technologies. Ares relies on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on their information systems, as well as on policies and procedures to protect against the unauthorized or unlawful disclosure of confidential, personal or other sensitive information. Although Ares takes protective measures and endeavors to strengthen its computer systems, software, technology assets and networks to prevent and address potential security incidents and cyber-attacks, there can be no assurance that any of these measures prove effective. Ares expects to be required to devote increasing levels of funding and resources, which may in part be allocated to us, to comply with evolving cybersecurity and privacy laws and regulations and to continually monitor and enhance its cybersecurity procedures and controls.

Our portfolio companies also rely on similar systems and face similar risks. A disruption or compromise of these systems could have a material adverse effect on the value of these businesses. We may invest in strategic assets having a national or regional profile or in infrastructure assets, the nature of which could expose them to a greater risk of being subject to a terrorist attack or cyber-attack than other assets or businesses. Such an event may have material adverse consequences on our investment or assets of the same type or may require applicable portfolio companies to increase preventative security measures or expand insurance coverage.

In addition, cybersecurity has become a priority for regulators in the U.S. and around the world. Recently, the SEC adopted new rules related to cybersecurity risk management for registered investment advisers, registered investment companies and business development companies, as well as amendments to certain rules that govern investment adviser and fund disclosures. In July 2023, the SEC also adopted rules requiring public companies to disclose material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, strategy, and governance in annual reports. The rules became effective beginning with annual reports for fiscal years ending on or after December 15, 2023 and beginning with Form 8-Ks on December 18, 2023. In May 2024, the SEC adopted amendments to Regulation S-P, which, beginning in December 2025, require investment companies and SEC-registered investment advisers to adopt written policies and procedures for incident response programs to address unauthorized access to, or use of, customer information, including providing notice to certain individuals affected by any such incident. We will need to comply with this amended rule beginning December 2025. With the SEC particularly focused on cybersecurity, we expect increased scrutiny of our and Ares’ policies and systems designed to manage our cybersecurity risks and our related disclosures. We also may face increased costs to comply with the new SEC rules, including Ares’ increased costs for cybersecurity training and management, a portion of which may be allocated to us. In addition, the SEC has indicated in recent periods that one of its examination priorities for the Division of Examinations is to continue to examine cybersecurity procedures and controls, including testing the implementation of these procedures and controls.

We are subject to numerous privacy laws, and violation of such laws may subject us to significant fines or penalties, litigation, or reputational damage, and new privacy laws could impact our business and financial performance.

Many jurisdictions in which we operate have laws and regulations relating to data protection, privacy, cybersecurity and information security to which we may be subject, including, the California Consumer Privacy Act (the “CCPA”), the New York SHIELD Act, the General Data Protection Regulation (“GDPR”) and the U.K. GDPR (collectively, “Privacy Laws”). These Privacy Laws and related regulations are quickly evolving and may conflict with one another. Moreover, to the extent that these laws and regulations or the enforcement of the same become more stringent, or if new laws or regulations are enacted, our financial performance or plans for growth may be adversely impacted. In addition, compliance with applicable Privacy Laws may require

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adhering to stringent legal and operational requirements, which could increase compliance costs for us and our investment adviser and require the dedication of additional time and resources to compliance by us, our investment adviser or Ares. A failure to comply with applicable Privacy Laws could result in fines, sanctions, enforcement actions or other penalties or reputational damage.

Further, significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of investor, employee or other personal information, proprietary business data or other sensitive information, whether by third parties or as a result of employee malfeasance or otherwise, non-compliance with our, our investment adviser’s or Ares’ contractual or other legal obligations regarding such data or intellectual property or a violation of Ares’ privacy and security policies with respect to such data could result in significant investigation, remediation and other costs, fines, penalties, litigation or regulatory actions against us and significant reputational harm, any of which could harm our business and results of operations.

There may be substantial financial penalties or fines for breach of Privacy Laws (which may include insufficient security for personal or other sensitive information). For example, the maximum penalty for breach of the GDPR is the greater of 20 million Euros and 4% of group annual worldwide turnover, and fines for each violation of the CCPA are $2,500 per violation, or $7,500 per violation for intentional violations. Non-compliance with any applicable privacy or data security laws represents a serious risk to our business, and compliance may be complicated by conflicting or inconsistent laws and regulations.

Ineffective internal controls could impact our business and operating results.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations.

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USE OF PROCEEDS

We intend to use the net proceeds from this offering to (1) make investments in accordance with our investment objective, (2) reduce borrowings and repay indebtedness incurred under various financing agreements we may enter into and (3) fund repurchases under our share repurchase program. Generally, our policy will be to pay distributions and operating expenses from cash flow from operations, however, we are not restricted from funding these items from proceeds from this offering or other sources and may choose to do so, particularly in the earlier part of this offering. We intend to use a portion of the net proceeds we receive in this offering to repay outstanding indebtedness, which may include indebtedness ($5.0 billion aggregate principal amount outstanding as of February 28, 2025) under our (a) Credit Facilities (which had approximately $1.3 billion of aggregate outstanding borrowings as of February 28, 2025), (b) our $1 billion aggregate principal amount of March 2028 Notes ($1 billion aggregate principal amount outstanding as of February 28, 2025), (c) our $700 million aggregate principal amount of August 2029 Notes ($700 million aggregate principal amount outstanding as of February 28, 2025), (d) our $750 million aggregate principal amount of February 2030 Notes ($750 million aggregate principal amount outstanding as of February 28, 2025), (e) $750 million aggregate principal amount of March 2032 Notes ($750 million aggregate principal amount outstanding as of February 28, 2025) and (f) $476 million aggregate principal amount of January 2037 CLO Secured Notes ($476 million aggregate principal amount outstanding as of February 28, 2025).

The end of the revolving period and the stated maturity date for the Revolving Credit Facility are April 15, 2029 and April 15, 2030, respectively. The Revolving Credit Facility also provides for an “accordion” feature that allows us, under certain circumstances, to increase the overall size of the Revolving Credit Facility to a maximum of approximately $4.6 billion. The interest rate charged on the Revolving Credit Facility is based on SOFR plus a credit spread adjustment of 0.10% (or an alternate rate of interest for certain loans, commitments and/or other extensions of credit denominated in approved foreign currencies plus a spread adjustment, if applicable) plus an applicable spread of either 1.525%, 1.650%, 1.775% or an “alternate base rate” (as defined in the documents governing the Revolving Credit Facility) plus an applicable spread of 0.525%, 0.650% or 0.775%, in each case, determined monthly based on the total amount of the borrowing base relative to the sum of (i) the greater of (a) the aggregate amount of revolving exposure under the Revolving Credit Facility and (b) 85% of the total commitments of the Revolving Credit Facility (or, if higher, the total revolving exposure) plus (ii) other debt, if any, secured by the same collateral as the Revolving Credit Facility. As of February 28, 2025, the one-, three- and six-month SOFR was 4.32%, 4.32% and 4.26%, respectively. As of February 28, 2025, the applicable spread in effect was 1.75%. We are also required to pay letter of credit fees of 1.775%, 1.900% or 2.025% per annum on letters of credit issued, determined monthly based on the total amount of the borrowing base relative to the total commitments of the Revolving Credit Facility and other debt, if any, secured by the same collateral as the Revolving Credit Facility. Additionally, we are required to pay a commitment fee of 0.325% per annum on any unused portion of the Revolving Credit Facility. As of February 28, 2025, there was approximately $165 million aggregate principal amount outstanding under the Revolving Credit Facility.

The end of the reinvestment period and the stated maturity date for the SG Funding Facility are August 28, 2027 and August 28, 2029, respectively. The SG Funding Facility also provides for a feature that allows ASIF Funding I, under certain circumstances, to increase the overall size of the SG Funding Facility to a maximum of $2.0 billion. The interest rate charged on the SG Funding Facility is based on SOFR plus an applicable margin of 2.05% per annum. In addition to the stated interest expense, ASIF Funding I is required to pay, among other fees, a daily commitment fee on any monthly distribution date, termination date or on the date of any payment or prepayment of a loan outstanding under the SG Funding Facility. As of February 28, 2025, there was $762 million aggregate principal amount outstanding under the SG Funding Facility.

The end of the reinvestment period and the stated maturity date for the SB Funding Facility are October 8, 2027 and April 8, 2034, respectively. The interest rate charged on the SB Funding Facility is based on SOFR plus an applicable margin of (i) 1.90% during the reinvestment period and (ii) 2.20% following the reinvestment period. As of February 28, 2025, the applicable spread in effect was 2.10%. In addition, ASIF Funding II is required to pay, among other fees, a commitment fee of (x) 0.50% per annum or (y) on and after July 8, 2025, between 0.50% and 1.00% per annum depending on the aggregate amount of unused commitments under the SB Funding Facility. As of February 28, 2025, there was $75 million aggregate principal amount outstanding under the SB Funding Facility.

The end of the reinvestment period and the stated maturity date for the BNP Funding are November 26, 2027 and November 26, 2028, respectively. The interest rate charged on the BNP Funding Facility is based on SOFR plus an applicable margin of (i) 1.40% during the reinvestment period and (ii) 2.40% following the reinvestment period. As of February 28, 2025, the applicable spread in effect was 1.40%. In addition, ASIF Funding III is required to pay, among other fees, a commitment fee dependent on the aggregate amount of unused commitments under the BNP Funding Facility. As of February 28, 2025, there was $279 million aggregate principal amount outstanding under the BNP Funding Facility.

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We will seek to invest the net proceeds received in this offering as promptly as practicable after receipt thereof, generally within 90 days of each subscription closing, and in any event within six months of each subscription closing. While we do not anticipate a lengthy delay in investing our net proceeds, depending on market conditions and the availability of investments that meet our investment objective, we may be unable to invest such proceeds within the time period we anticipate. If we are unable to identify investments that meet our investment objective or market conditions affect our ability to invest our net proceeds, including during our anticipated time period, we will invest the net proceeds primarily in U.S. government securities and other high-quality short-term investments. These securities may earn yields substantially lower than the income that we anticipate receiving once we are fully invested in accordance with our investment objective. As a result, we may not be able to achieve our investment objective and/or pay any distributions during this period or, if we are able to do so, such distributions may be substantially lower than the distributions that we expect to pay when our portfolio is fully invested. If we do not realize yields in excess of our expenses, we may incur operating losses and the NAV of our Common Shares may decline. See “Regulation — Temporary Investments” for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.

We will incur certain organization and offering expenses (excluding shareholder servicing and/or distribution fees) in connection with this offering. We have entered into an Expense Support and Conditional Reimbursement Agreement with our investment adviser, pursuant to which, among other things, our investment adviser has agreed to advance all of our estimated organization and initial offering expenses, including expenses incurred in connection with the agreements entered into with several investors beginning in November 2022 and ending on January 30, 2023 pursuant to which such investors committed to purchase our Class I shares (the “Private Placement”) (see Note 1 to our consolidated financial statements for the year ended December 31, 2024 for more information on the Private Placement). As of December 31, 2024, there was $55 million of expenses supported by our investment adviser that were eligible for reimbursement pursuant to the Expense Support and Conditional Reimbursement Agreement (including $2.5 million of base management fee and $1.3 million of incentive fee for which our investment adviser has agreed not to seek recoupment). We are obligated to reimburse our investment adviser until such time as all Expense Payments made by our investment adviser to us within three years prior to the last business day of the applicable calendar month in which such Reimbursement Payment obligation is accrued have been reimbursed, subject to certain conditions in the Expense Support and Conditional Reimbursement Agreement. In addition, our investment adviser may waive its right to receive monthly reimbursement payments from us in an applicable month, and has agreed to not seek recoupment of investment advisory fees (including the base management fee and any incentive fee) waived pursuant to the Expense Support and Conditional Reimbursement Agreement from the commencement of our operations through July 31, 2023. If we are required to reimburse our investment adviser pursuant to the Expense Support and Conditional Reimbursement Agreement, we and, ultimately, our common shareholders, will repay such expenses pursuant to the terms of that agreement. Any reimbursements will not exceed actual expenses incurred by our investment adviser and its affiliates. See Note 3 of our consolidated financial statements for the year ended December 31, 2024 for more information about our Expense Support and Conditional Reimbursement Agreement.

The following tables set forth our estimate of how we intend to use the gross proceeds from this offering. Information is provided as of March 31, 2025 and assumes that the Fund sells the maximum number of shares registered in this offering, or approximately 548 million shares. As of March 31, 2025, the Fund has sold 136.2 million shares in connection with this registered offering, with gross proceeds of approximately $3.7 billion and may sell up to an additional 411.8 million shares which would result in an additional $11.3 billion of gross proceeds. The amount of net proceeds may be more or less than the amount depicted in the table below depending on the public offering price of our Common Shares and the actual number of shares we sell in this offering. The table below assumes that shares are sold at the current offering price of $27.36 per share, the NAV per share of each class as of March 31, 2025. Such amount is subject to increase or decrease based upon our NAV per share.

The following tables present information about the net proceeds raised in this offering for each class, assuming the maximum primary offering amount of $15,000,000,000. The tables assume that 1/3 of our gross offering proceeds are from the sale of Class S shares, 1/3 of our gross offering proceeds are from the sale of Class D shares and 1/3 of our gross offering proceeds are from the sale of Class I shares. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from what is shown in the tables below. Because amounts in the following tables are estimates, they may not accurately reflect the actual receipt or use of the gross proceeds from this offering. Amounts expressed as a percentage of net proceeds or gross proceeds may be higher or lower due to rounding.

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The following table presents information regarding the use of proceeds raised in this offering with respect to Class S shares.


	Maximum Offering of
	$5,000,000,000 in
	Class S Shares
Gross Proceeds⁽¹⁾	$	5,000,000,000	100	%
Upfront Sales Load⁽²⁾	$	—	—	%
Organization and Offering Expenses⁽³⁾	$	5,157,167	0.10	%
Net Proceeds Available for Investment	$	4,994,842,833	99.90	%

The following table presents information regarding the use of proceeds raised in this offering with respect to Class D shares.


	Maximum Offering of
	$5,000,000,000 in
	Class D Shares
Gross Proceeds⁽¹⁾	$	5,000,000,000	100	%
Upfront Sales Load⁽²⁾	$	—	—	%
Organization and Offering Expenses⁽³⁾	$	5,157,167	0.10	%
Net Proceeds Available for Investment	$	4,994,842,833	99.90	%

The following table presents information regarding the use of proceeds raised in this offering with respect to Class I shares.


	Maximum Offering of
	$5,000,000,000 in
	Class I Shares
Gross Proceeds⁽¹⁾	$	5,000,000,000	100	%
Upfront Sales Load⁽²⁾	$	—	—	%
Organization and Offering Expenses⁽³⁾	$	5,157,167	0.10	%
Net Proceeds Available for Investment	$	4,994,842,833	99.90	%

(1)

We intend to conduct a continuous offering of an unlimited number of Common Shares over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415 under the Securities Act; however, in certain states this offering is subject to annual extensions.

(2)

We do not charge investors an upfront sales load with respect to Class S shares, Class D shares or Class I shares. However, if you buy Class S shares, Class D shares or Class I shares through certain selling agents, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares and a 2.0% cap on Class I shares. Subject to FINRA limitations on underwriting compensation, we and, ultimately, certain classes of our common shareholders, pay the following shareholder servicing and/or distribution fees to the intermediary manager: (a) for Class S shares, shareholder servicing and/or distribution fees equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares; and (b) for Class D shares, shareholder servicing and/or distribution fees equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly. No shareholder servicing and/or distribution fees are paid with respect to the Class I shares. The intermediary manager anticipates that all or a portion of the shareholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating broker dealers. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We will cease paying the shareholder servicing and/or distribution fees on the Class S shares and Class D shares on the earlier to occur of the following (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including selling commissions, the shareholder servicing and/or distribution fees and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, consistent with the exemptive relief allowing us to offer multiple classes of shares, at the end of the month in which the intermediary manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to shares held in a common shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the intermediary manager or the applicable selling agent), we will cease paying the shareholder servicing and/or distribution fees

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on either (i) each such share that would exceed such limit or (ii) all Class S shares and Class D shares in such common shareholder’s account. We may modify this requirement if permitted by applicable exemptive relief. At the end of such month, the applicable Class S shares or Class D shares in such common shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S shares or Class D shares. See “Plan of Distribution.”

(3)

The organization and offering expense numbers shown above represent our estimates of expenses to be incurred by us in connection with this offering and include estimated wholesaling expenses reimbursable by us. See “Plan of Distribution” for examples of the types of organization and offering expenses we may incur.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus. Some of the statements in this section (including in the following discussion) constitute forward-looking statements, which relate to future events or the future performance or financial condition of Ares Strategic Income Fund (the “Fund,” “we,” “us,” or “our”). The forward-looking statements contained in this section involve a number of risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking statements” for a discussion of uncertainties, risk and assumptions associated with these statements.

OVERVIEW

We are an externally managed, closed-end management investment company. Formed as a Delaware statutory trust on March 15, 2022, we have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”).

We are externally managed by Ares Capital Management LLC (“Ares Capital Management” or our “investment adviser”), a subsidiary of Ares Management Corporation (“Ares Management” or “Ares”), a publicly traded, leading global alternative investment manager, pursuant to our investment advisory and management agreement (the “investment advisory and management agreement”). Our investment adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our investment adviser is registered as an investment adviser with the SEC. Our administrator, Ares Operations LLC (“Ares Operations” or “our administrator”), a subsidiary of Ares Management, provides certain administrative and other services necessary for us to operate.

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. We seek to invest primarily in first lien senior secured loans, second lien senior secured loans, subordinated secured and unsecured loans, subordinated debt, which in some cases include equity and/or preferred components, and other types of credit instruments which may include commercial real estate mezzanine loans, real estate mortgages, distressed investments, securitized products, notes, bills, debentures, bank loans, convertible and preferred securities, infrastructure debt and government and municipal obligations, made to or issued by U.S. middle-market companies, which we generally define as companies with annual EBITDA between $10 million and $250 million. As used herein, EBITDA represents annual net income before net interest expense, income tax expense, depreciation and amortization. We expect that a majority of our investments will be in directly originated loans. For cash management and other purposes, we also invest in broadly syndicated loans and other more liquid credit investments, including in publicly traded debt instruments and other instruments that are not directly originated. We primarily invest in illiquid and restricted investments, and while most of our investments are expected to be in private U.S. companies (we generally have to invest at least 70% of our total assets in “qualifying assets,” including private U.S. companies), we may also invest from time to time in non-U.S. companies. Our portfolio may also include equity securities such as common stock, preferred stock, warrants or options, which may be obtained as part of providing a broader financing solution. Under normal circumstances, we will invest directly or indirectly at least 80% of our total assets (net assets plus borrowings for investment purposes) in debt instruments of varying maturities.

To seek to enhance our returns, we employ leverage as market conditions permit and at the discretion of our investment adviser, but in no event will leverage employed exceed the limitations set forth in the Investment Company Act. We intend to use leverage in the form of borrowings, including loans from certain financial institutions, including any potential borrowings under our Credit Facilities and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage, if incurred, would be expected to increase the total capital available for investment by us. See “Risk Factors — Risks Relating to Our Business and Structure — We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us.” To finance investments, we may securitize certain of our secured loans or other investments, including through the formation of one or more CLOs, while retaining all or most of the exposure to the performance of these investments. See “Risk Factors — Risks Relating to Our Business and Structure — We have formed and invested in and may in the future form or invest in CLOs, which subject us to certain structured financing risks.”

See “Investment Objective and Strategies” for more information about our investment strategies. Our investments are subject to a number of risks. See “Risk Factors.”

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As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies and certain public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. Specifically, as part of this 30% basket, we may invest in entities that are not considered “eligible portfolio companies” (as defined in the Investment Company Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the Investment Company Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the Investment Company Act. In addition, we, our investment adviser and certain of our affiliates have received an exemptive relief order from the SEC that permits us and other BDCs and registered closed-end management investment companies managed by Ares Management and its affiliates to co-invest in portfolio companies with each other and with affiliated investment funds (the “Co-Investment Exemptive Order”). Co-investments made under the Co-Investment Exemptive Order are subject to compliance with certain conditions and other requirements, which could limit our ability to participate in a co-investment transaction. We may also otherwise co-invest with funds managed by Ares Management or any of its downstream affiliates, subject to compliance with existing regulatory guidance, applicable regulations and our investment adviser’s allocation policy.

We have elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other requirements, meet certain source-of-income and asset diversification requirements and timely distribute to our shareholders generally at least 90% of our investment company taxable income, as defined by the Code, for each year. Pursuant to this election, we generally will not have to pay U.S. federal corporate-level taxes on any income that we distribute to our shareholders provided that we satisfy those requirements.

Our qualification and taxation as a RIC depends upon our ability to satisfy on a continuing basis, through actual, annual operating results, distribution, income and asset, and other requirements imposed under the Code. However, no assurance can be given that we will be able to meet the complex and varied tests required to qualify as a RIC or to avoid corporate level tax. In addition, because the relevant laws may change, compliance with one or more of the RIC requirements may be impossible or impracticable.

MACROECONOMIC ENVIRONMENT

During the fourth quarter of 2024, leveraged corporate credit markets posted positive returns, driven by sustained economic growth, a healthy level of corporate earnings and further stability in the capital markets and U.S. banking system. With expectations for easing inflationary measures, the Federal Reserve softened its monetary policies and lowered the federal funds rate in support of its goals of maximum employment and returning inflation to its two percent objective.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

We focus primarily on loans and securities, including syndicated loans, of U.S. private companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to potential portfolio companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Revenues

We generate revenue primarily in the form of interest income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as realized gains. Dividend income on preferred equity, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

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Expenses

The services of all investment professionals and staff of our investment adviser, when and to the extent engaged in providing investment advisory and management services to us and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by our investment adviser. Under the investment advisory and management agreement, we bear all other costs and expenses of our operations and transactions. See Note 3 to our consolidated financial statements for the year ended December 31, 2024 for more information on fees and expenses.

From time to time, our investment adviser, our administrator or their affiliates may pay third-party providers of goods or services. We will reimburse our investment adviser, our administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, our investment adviser or our administrator may defer or waive fees and/or rights to be reimbursed for expenses.

Expense Support and Conditional Reimbursement Agreement

We have entered into an expense support and conditional reimbursement agreement (the “Expense Support and Conditional Reimbursement Agreement”) with our investment adviser. See Note 3 to our consolidated financial statements for the year ended December 31, 2024 for more information on the Expense Support and Conditional Reimbursement Agreement.

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PORTFOLIO AND INVESTMENT ACTIVITY

Our investment activity for the years ended December 31, 2024 and 2023 is presented below.


	For the Years Ended December 31,
(dollar amounts in thousands)	2024			2023
New investment commitments⁽¹⁾:
Total new investment commitments⁽²⁾	$	12,983,818		$	3,593,115
Less: investment commitments exited⁽³⁾		(2,785,238)			(785,133)
Net investment commitments	$	10,198,580		$	2,807,982
Principal amount of investments funded:
First lien senior secured loans	$	10,320,268		$	3,061,203
Second lien senior secured loans		233,126			54,584
Senior subordinated loans		220,918			66,784
Corporate bonds		56,185			—
Collateralized loan obligations		353,877			30,071
Commercial mortgage backed securities		24,125			—
Private asset-backed investments		206,780			—
Preferred equity		69,119			39,496
Other equity		229,581			8,834
Total	$	11,713,979		$	3,260,972
Principal amount of investments sold or repaid:
First lien senior secured loans	$	2,543,608		$	761,932
Second lien senior secured loans		119,246			12,209
Senior subordinated loans		55,450			3,550
Corporate bonds		1,485			—
Collateralized loan obligations		10,210			—
Private asset-backed investments		17,933			—
Preferred equity		4,400			—
Other equity		171			—
Total	$	2,752,503		$	777,691
Weighted average remaining term for investment commitments (in months)		72			63
Percentage of new investment commitments at floating rates		94	%		97	%
Weighted average yield⁽⁴⁾:
Funded during the period at amortized cost		9.6	%		10.3	%
Funded during the period at fair value		9.6	%		10.4	%

(1)	New investment commitments include new agreements to fund revolving loans or delayed draw loans. See Note 7 to our consolidated financial statements for the year ended December 31, 2024 for more information on our commitments to fund revolving loans or delayed draw loans.

(2)	Includes both funded and unfunded commitments. Of these new investment commitments, we funded approximately $11.2 billion and $3.3 billion for the years ended December 31, 2024 and 2023, respectively.

(3)	Includes funded commitments. For the years ended December 31, 2024 and 2023, investment commitments exited included exits of unfunded commitments of $32.7 million and $8.0 million, respectively.

(4)

“Weighted average yield” is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on the relevant accruing investments, divided by (b) the total accruing investments at amortized cost or at fair value, as applicable.

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As of December 31, 2024 and 2023, our investments consisted of the following:


	As of December 31,
	2024				2023
(in thousands)	Amortized Cost⁽¹⁾		Fair Value		Amortized Cost⁽¹⁾		Fair Value
First lien senior secured loans	$	10,092,681	$	10,130,307	$	2,369,207	$	2,385,971
Second lien senior secured loans		157,058		158,500		43,237		43,771
Senior subordinated loans		214,927		213,500		46,631		46,966
Corporate bonds		64,700		65,312		10,000		10,507
Collateralized loan obligations		366,165		370,985		22,500		22,681
Commercial mortgage-backed securities		29,112		29,161		4,988		5,010
Private asset-backed investments		209,600		208,357		11,786		11,901
Preferred equity		107,984		122,570		39,500		41,033
Other equity		239,826		250,457		8,935		9,718
Total	$	11,482,053	$	11,549,149	$	2,556,784	$	2,577,558

(1)	The amortized cost represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest or dividends.

Our commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels). We are also party to subscription agreements to fund equity investments. See Note 7 to our consolidated financial statements for the year ended December 31, 2024 for more information on our unfunded commitments.

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The weighted average yields at amortized cost and fair value of our portfolio as of December 31, 2024 and 2023 were as follows:

	As of December 31,
	2024				2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Debt and other income producing securities⁽¹⁾	9.1	%	9.1	%	10.7	%	10.6	%
Total portfolio⁽²⁾	8.9	%	8.9	%	10.5	%	10.4	%
First lien senior secured loans⁽³⁾	8.9	%	8.9	%	10.6	%	10.5	%
Second lien senior secured loans⁽³⁾	10.2	%	10.1	%	12.8	%	12.6	%
Senior subordinated loans⁽³⁾	12.2	%	12.2	%	15.4	%	15.3	%
Corporate bonds⁽³⁾	7.8	%	7.8	%	9.4	%	9.0	%
Collateralized loan obligations⁽³⁾	11.9	%	11.7	%	10.2	%	10.1	%
Commercial mortgage-backed securities⁽³⁾	8.3	%	8.3	%	10.4	%	10.4	%
Private asset-backed investments⁽³⁾	10.3	%	10.4	%	11.2	%	11.2	%
Other income producing equity securities⁽⁴⁾	12.1	%	11.4	%	9.0	%	8.9	%

(1)

“Weighted average yields on debt and other income producing securities” are computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on accruing debt and other income producing securities, divided by (b) the total accruing debt and other income producing securities at amortized cost or at fair value, as applicable.

(2)

“Weighted average yields on total portfolio” are computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on accruing debt and other income producing securities, divided by (b) total investments at amortized cost or at fair value, as applicable.

(3)

“Weighted average yields” of investments are computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on the relevant accruing investments, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable.

(4)	“Weighted average yield on other income producing equity securities” is computed as (a) the yield earned on the relevant income producing equity securities, divided by (b) the total relevant income producing equity securities at amortized cost or fair value, as applicable.

Ares Capital Management employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our investment adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grade of a portfolio investment may be reduced or increased over time. The following is a description of each investment grade:

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Investment grade		Description
4		Involves the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit.
3		Involves a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 3.
2		Indicates that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due. For investments graded 2, our investment adviser enhances its level of scrutiny over the monitoring of such portfolio company.
1		Indicates that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 1, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 1, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit. For investments graded 1, our investment adviser enhances its level of scrutiny over the monitoring of such portfolio company.

For liquid investments, each position is actively monitored by the liquid credit research team members responsible for coverage of a particular company or investment. The research team tracks credit and industry specific developments, as well as price movements, for shifts in relative value that may trigger a buy or sell recommendation. Ongoing monitoring and due diligence includes, but is not limited to, interaction with management, review of company and comparable financial results, company visits, participation in industry and sell-side research conferences, conversations with ratings agencies, industry experts and real-time analysis of price movements in the credit and equity markets. Notable credit developments and/or price movements are discussed real-time with portfolio management and the trading desk and may be discussed at relevant Ares Strategic Income Fund investment committee meetings.

Set forth below is the grade distribution of our portfolio companies as of December 31, 2024 and 2023:

	As of December 31,
	2024							2023
(dollar amounts					Number of							Number of
in thousands)	Fair Value		%		Companies	%		Fair Value		%		Companies	%
Grade 4	$	225,030	2.0	%	7	1.2	%	$	15,112	0.6	%	1	0.4	%
Grade 3		11,305,483	97.9		576	98.1			2,557,743	99.2		257	99.2
Grade 2		16,018	0.1		3	0.5			4,703	0.2		1	0.4
Grade 1		2,618	—		1	0.2			—	—		—	—
Total	$	11,549,149	100.0	%	587	100.0	%	$	2,577,558	100.0	%	259	100.0	%

As of December 31, 2024 and 2023, the weighted average grade of the investments in our portfolio at fair value was 3.0 and 3.0, respectively.

As of December 31, 2024, loans on non-accrual status represented 0.1% of the total investments at amortized cost (or less than 0.1% at fair value). As of December 31, 2023, there were no loans on non-accrual status.

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RESULTS OF OPERATIONS

For the years ended December 31, 2024 and 2023

Operating results for the years ended December 31, 2024 and 2023 were as follows:

	For the Years Ended December 31,
(in thousands)	2024		2023
Total investment income	$	554,209	$	109,809
Total expenses		265,767		57,138
Expense support		(36,744)		(16,762)
Net expenses		229,023		40,376
Net investment income before income taxes		325,186		69,433
Income tax expense, including excise tax		787		946
Net investment income		324,399		68,487
Net realized gains on investments and foreign currency transactions		17,914		6,255
Net unrealized gains on investments and foreign currency transactions		63,803		19,297
Net increase in net assets resulting from operations	$	406,116	$	94,039

Net income can vary substantially from period to period due to various factors, including but not limited to the level of new investment commitments, the recognition of realized gains and losses and unrealized appreciation and depreciation.

Investment Income


	For the Years Ended December 31,
(in thousands)	2024		2023
Interest income from investments	$	533,862	$	108,040
Dividend income		6,650		277
Other income		13,697		1,492
Total investment income	$	554,209	$	109,809

Total investment income for the year ended December 31, 2024 increased from the comparable period in 2023 primarily due to the increase in the average size of our investment portfolio. The average size and the weighted average yield of our portfolio at amortized cost for the years ended December 31, 2024 and 2023 were as follows:

	For the Years Ended December 31,
(dollar amounts in thousands)	2024			2023
Average size of portfolio⁽¹⁾	$	5,760,959		$	1,125,002
Weighted average yield on portfolio		9.3	%		9.6	%

(1)	Includes non-interest earning investments.

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Operating Expenses


	For the Years Ended December 31,
(in thousands)	2024		2023
Interest and credit facility fees	$	141,497	$	24,798
Base management fee		46,991		9,713
Income based fee		43,324		7,622
Capital gains incentive fee⁽¹⁾		10,219		3,162
Offering expenses		3,864		4,123
Shareholder servicing and distribution fees
Class S		5,028		657
Class D		364		36
Administrative and other fees		5,794		3,018
Other general and administrative		8,686		4,009
Total expenses		265,767		57,138
Expense support		(36,744)		(16,762)
Net expenses	$	229,023	$	40,376

(1)	Calculated in accordance with GAAP as discussed below.

Interest and credit facility fees for the years ended December 31, 2024 and 2023 were comprised of the following:


	For the Years Ended December 31,
(in thousands)		2024		2023
Stated interest expense⁽¹⁾	$	122,521	$	20,202
Credit facility fees		11,316		2,755
Amortization of debt issuance costs		6,953		1,841
Accretion of discount		707		—
Total interest and credit facility fees	$	141,497	$	24,798

(1)	Includes the impact of the interest rate swaps for the year ended December 31, 2024.

Stated interest expense for the year ended December 31, 2024 increased from the comparable period in 2023 primarily due to the increase in the average principal amount of debt outstanding and the impact of the higher cost of borrowings on our debt obligations. Average debt outstanding and weighted average stated interest rate on our debt outstanding for the years ended December 31, 2024 and 2023 were as follows:

	For the Years Ended December 31,
(dollar amounts in thousands)		2024			2023
Average debt outstanding	$	1,683,498		$	298,266
Weighted average stated interest rate on debt outstanding⁽¹⁾		7.1	%		6.7	%

(1)	The weighted average stated interest rate on our debt outstanding for the year ended December 31, 2024 includes the impact of the interest rate swaps. See Note 6 to our consolidated financial statements for the year ended December 31, 2024 for more information on the interest rate swaps.

The base management fee for the year ended December 31, 2024 increased from the comparable period in 2023 primarily due to the increase in the average size of our portfolio.

The income based fee for the year ended December 31, 2024 increased from the comparable period in 2023 primarily due to the increase in pre-incentive fee net investment income, as defined in the investment advisory and management agreement.

For the years ended December 31, 2024 and 2023, the capital gains incentive fee calculated in accordance with GAAP was $10.2 million and $3.2 million, respectively. The capital gains incentive fee accrual for the year ended December 31, 2024 changed from the comparable period in 2023 primarily due to net gains on investments and foreign currency transactions of $81.7 million compared to net gains of $25.6 million for the comparable period in 2023. The capital gains incentive fee accrued under GAAP includes an accrual related to unrealized capital appreciation, whereas the capital gains incentive fee actually payable under our investment advisory and

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management agreement does not. There can be no assurance that such unrealized capital appreciation will be realized in the future. The accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. As of December 31, 2024, there was approximately $13.3 million of capital gains incentive fee accrued in accordance with GAAP. As of December 31, 2024, there was no capital gains incentive fee actually payable under our investment advisory and management agreement.

Our investment adviser agreed not to seek recoupment of any base management fee and incentive fee from the commencement of operations through July 31, 2023. See Note 3 to our consolidated financial statements for the year ended December 31, 2024, for more information on the base management fee, income based fee and capital gains incentive fee.

Offering expenses include expenses incurred in connection with our continuous offering of Common Shares (as defined below). Administrative and other fees represent fees paid to Ares Operations and our investment adviser for our allocable portion of overhead and other expenses incurred by Ares Operations and our investment adviser, in performing their obligations under each of the administration agreement and the investment advisory and management agreement, respectively, including our allocable portion of the compensation, rent and other expenses of certain of our corporate officers and their respective staffs. See Note 3 to our consolidated financial statements for the year ended December 31, 2024 for more information on the administrative and other fees. Other general and administrative expenses include, among other costs, professional fees, insurance, fees and expenses related to evaluating and making investments in portfolio companies and independent Trustees’ fees.

For the years ended December 31, 2024 and 2023, total other expenses was approximately $23.7 million and $11.8 million, respectively, which is comprised of offering expenses, shareholder servicing and distribution fees, administrative and other fees and other general and administrative expenses. Administrative and other fees and other general and administrative expenses for the year ended December 31, 2024 increased from comparable period in 2023, primarily as a result of the continued portfolio growth. Other expenses for the year ended December 31, 2024 increased from the comparable period in 2023, primarily as a result of our continuous registered offering of Common Shares, which began on August 1, 2023.

Income Tax Expense, Including Excise Tax

We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other requirements, meet certain source-of-income and asset diversification requirements and timely distribute to our shareholders at least 90% of our investment company taxable income, as defined by the Code, for each year. We have made and intend to continue to make the requisite distributions to our shareholders which will generally relieve us from U.S. federal corporate-level income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income in excess of current year distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. To the extent that we determine that our estimated current year taxable income will be in excess of estimated distributions for the current year from such income, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the years ended December 31, 2024 and 2023, we recorded a net expense of $1 million and $1 million, respectively, for U.S. federal excise tax.

Net Realized and Unrealized Gains/Losses

For the years ended December 31, 2024 and 2023, we recorded net realized gains on investments of $16.7 million and $6.4 million, respectively, primarily from full or partial sales of our debt investments.

For the year ended December 31, 2024, we recorded net unrealized gains on investments of $53.5 million and net unrealized gains on foreign currency transactions of $10.3 million. For the year ended December 31, 2023, we recorded net unrealized gains on investments of $20.4 million and net unrealized losses on foreign currency transactions of $1.1 million.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources are generated primarily from the proceeds received from the sale of common shares of beneficial interest, including Class I shares, Class S shares and Class D shares (“Common Shares”), pursuant to this Registration Statement on a continuous basis at a price per share equal to the then-current net asset value (“NAV”) per share, advances from our

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credit facilities (the Revolving Credit Facility, the SG Funding Facility, the SB Funding Facility and the BNP Funding Facility (each as defined below, and together, the “Credit Facilities”)), net proceeds from the issuances of other securities, including unsecured notes and debt securitizations, as well as cash flows from operations.

Our primary uses of cash and cash equivalents are for (i) investments in portfolio companies and other investments, (ii) the cost of operations (including paying our investment adviser and our administrator), (iii) the cost of any borrowings or other financing arrangements and (iv) cash distributions to the holders of our Common Shares.

In accordance with the Investment Company Act, we may borrow amounts such that our asset coverage calculated pursuant to the Investment Company Act, is at least 150% (or 200% if certain requirements under the Investment Company Act are not met) immediately after such borrowing (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). As of December 31, 2024, we had approximately $166 million in cash and cash equivalents and $4.6 billion in total aggregate principal amount of debt outstanding ($4.5 billion at carrying value) and our asset coverage was 227%. Subject to borrowing base and other restrictions, we had approximately $3.2 billion available for additional borrowings under the Credit Facilities as of December 31, 2024.

We have implemented a share repurchase program, pursuant to which we intend to offer to repurchase, at the discretion of our Board of Trustees, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. We conduct any such repurchases of our Common Shares pursuant to the terms of tender offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act, with the terms of such tender offer published in a tender offer statement to be sent to all shareholders and filed with the SEC on Schedule TO. We may at any time and from time to time purchase, repurchase, redeem, exchange, defease or otherwise acquire or retire any of our or our subsidiaries’ outstanding debt by any means other than a redemption that is subject to the optional redemption provisions of such outstanding debt (and, for the avoidance of doubt, without being subject to any pro rata requirement under any such optional redemption provisions), upon such terms, at such prices and with such considerations as may be determined by us, including, without limitation, through cash purchases and/or exchanges, in open market purchases, negotiated transactions or any other transactions with one or more holders and/or beneficial owners of such outstanding debt. The amounts involved may be material. In addition, we may from time to time enter into new debt facilities, increase the size of existing facilities or issue debt securities, including secured debt, unsecured debt and/or debt securities convertible into common stock. Any such purchases or exchanges of common stock or outstanding debt, or incurrence or issuance of additional debt would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

We believe that our current cash and cash equivalents on hand, our short-term investments, our available borrowing capacity under the Credit Facilities and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations in the near term.

Net Worth of Sponsors

The NASAA, in its Omnibus Guidelines Statement of Policy adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time (the “Omnibus Guidelines”), requires that our affiliates and investment adviser, or our Sponsor as defined under the Omnibus Guidelines, have an aggregate financial net worth, exclusive of home, automobiles and home furnishings, of the greater of either $100,000, or 5.0% of the first $20 million of both the gross amount of securities currently being offered in this offering and the gross amount of any originally issued direct participation program securities sold by our affiliates and sponsors within the past 12 months, plus 1.0% of all amounts in excess of the first $20 million. Based on these requirements, our investment adviser and its affiliates, while not liable directly or indirectly for any indebtedness we may incur, have an aggregate financial net worth in excess of those amounts required by the Omnibus Guidelines Statement of Policy.

Equity Capital Activities

Pursuant to subscription agreements providing for the commitment to purchase an aggregate of up to $847.1 million of our Class I shares entered into between us and several investors between November 2022 and ending on January 30, 2023, we called an aggregate of $847.1 million from October 6, 2022 through July 31, 2023, and in exchange therefore, we issued approximately 32,402,451 Class I shares to 61 shareholders, including the investment from our sole initial shareholder.

On August 1, 2023, we held the first closing in the offering of Common Shares, pursuant to our Registration Statement. We publicly offer on a continuous basis up to $15 billion of our Common Shares, pursuant to an offering (the “Offering”). The purchase

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price per share for each class of Common Shares equals our NAV per share, as of the day preceding the effective date of the monthly share purchase. Ares Wealth Management Solutions, LLC, our intermediary manager, will use its best efforts to sell Common Shares, but is not obligated to purchase or sell any specific amount of Common Shares in the Offering. We also engage in offerings of our unregistered Common Shares to non-U.S. investors pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation S promulgated under the Securities Act.

The following table summarizes transactions in Common Shares during the year ended December 31, 2024:


	For the Year Ended December 31, 2024
(in thousands)	Shares	Amount
Class I
Subscriptions⁽¹⁾	120,061	$	3,288,851
Share transfers between classes	34		945
Distributions reinvested	2,510		68,786
Repurchased shares, net of early repurchase deduction	(2,127)		(58,324)
Net increase	120,478	$	3,300,258
Class S
Subscriptions⁽¹⁾	18,459	$	504,882
Share transfers between classes	(120)		(3,298)
Distributions reinvested	376		10,308
Repurchased shares, net of early repurchase deduction	(194)		(5,298)
Net increase	18,521	$	506,594
Class D
Subscriptions⁽¹⁾	9,766	$	267,907
Share transfers between classes	86		2,353
Distributions reinvested	115		3,164
Net increase	9,967	$	273,424
Total net increase	148,966	$	4,080,276

(1)	See “Recent Developments” as well as Note 13 to our consolidated financial statements for the year ended December 31, 2024 for subsequent events relating to subscription activities.

Net Asset Value Per Share and Offering Price

We determine NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. The NAV per share for each class of Common Shares is determined by dividing the value of total assets attributable to the class minus liabilities attributable to the share class by the total number of each share class of Common Shares outstanding at the date as of which the determination is made. The following table summarizes each month-end NAV per share for Class I shares, Class S shares and Class D shares during the year ended December 31, 2024.


	NAV Per Share
	Class I		Class S		Class D
January 31, 2024	$	27.17	$	27.17	$	27.17
February 29, 2024	$	27.19	$	27.19	$	27.19
March 31, 2024	$	27.30	$	27.30	$	27.30
April 30, 2024	$	27.29	$	27.29	$	27.29
May 31, 2024	$	27.39	$	27.39	$	27.39
June 30, 2024	$	27.45	$	27.45	$	27.45
July 31, 2024	$	27.44	$	27.44	$	27.44
August 31, 2024	$	27.41	$	27.41	$	27.41
September 30, 2024	$	27.45	$	27.45	$	27.45
October 31, 2024	$	27.49	$	27.49	$	27.49
November 30, 2024	$	27.58	$	27.58	$	27.58
December 31, 2024	$	27.61	$	27.61	$	27.61

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Distributions

Our Board of Trustees expects to declare monthly regular distributions for each class of our Common Shares. The following tables present the monthly regular distributions that were declared and payable during the year ended December 31, 2024 (dollars in thousands except per share amounts).


			Class I
Declaration Date	Record Date	Payment Date	Net Distribution Per Share		Distribution Amount
January 23, 2024	January 31, 2024	February 22, 2024	$	0.21430	$	12,120
January 23, 2024	February 29, 2024	March 25, 2024		0.21430		13,234
January 23, 2024	March 29, 2024	April 24, 2024		0.21430		14,439
March 14, 2024	April 30, 2024	May 23, 2024		0.21430		17,945
March 14, 2024	May 31, 2024	June 25, 2024		0.21430		19,924
March 14, 2024	June 28, 2024	July 24, 2024		0.21430		22,239
May 10, 2024	July 31, 2024	August 23, 2024		0.21430		24,786
May 10, 2024	August 30, 2024	September 23, 2024		0.21430		26,807
May 10, 2024	September 30, 2024	October 23, 2024		0.21430		28,955
August 13, 2024	October 31, 2024	November 22, 2024		0.21430		31,339
August 13, 2024	November 29, 2024	December 26, 2024		0.21430		34,663
August 13, 2024	December 31, 2024	January 23, 2025		0.21430		36,950
			$	2.57160	$	283,401


			Class S
Declaration Date	Record Date	Payment Date	Net Distribution Per Share		Distribution Amount
January 23, 2024	January 31, 2024	February 22, 2024	$	0.19470	$	2,417
January 23, 2024	February 29, 2024	March 25, 2024		0.19600		2,778
January 23, 2024	March 29, 2024	April 24, 2024		0.19472		3,181
March 14, 2024	April 30, 2024	May 23, 2024		0.19528		3,554
March 14, 2024	May 31, 2024	June 25, 2024		0.19465		3,888
March 14, 2024	June 28, 2024	July 24, 2024		0.19522		4,280
May 10, 2024	July 31, 2024	August 23, 2024		0.19454		4,462
May 10, 2024	August 30, 2024	September 23, 2024		0.19454		4,694
May 10, 2024	September 30, 2024	October 23, 2024		0.19520		4,929
August 13, 2024	October 31, 2024	November 22, 2024		0.19454		5,116
August 13, 2024	November 29, 2024	December 26, 2024		0.19515		5,416
August 13, 2024	December 31, 2024	January 23, 2025		0.19444		5,735
			$	2.33898	$	50,450


			Class D
Declaration Date	Record Date	Payment Date	Net Distribution Per Share		Distribution Amount
January 23, 2024	January 31, 2024	February 22, 2024	$	0.20854	$	471
January 23, 2024	February 29, 2024	March 25, 2024		0.20892		498
January 23, 2024	March 29, 2024	April 24, 2024		0.20854		529
March 14, 2024	April 30, 2024	May 23, 2024		0.20871		578
March 14, 2024	May 31, 2024	June 25, 2024		0.20852		606
March 14, 2024	June 28, 2024	July 24, 2024		0.20869		644
May 10, 2024	July 31, 2024	August 23, 2024		0.20849		728
May 10, 2024	August 30, 2024	September 23, 2024		0.20849		1,025
May 10, 2024	September 30, 2024	October 23, 2024		0.20868		1,585
August 13, 2024	October 31, 2024	November 22, 2024		0.20849		1,880
August 13, 2024	November 29, 2024	December 26, 2024		0.20867		2,239
August 13, 2024	December 31, 2024	January 23, 2025		0.20846		2,454
			$	2.50320	$	13,237

The net distributions received by shareholders of Class S shares and Class D shares include the effect of the shareholder servicing and/or distribution fees applicable to such class of shares. Class I shares have no shareholder servicing and/or distribution fees.

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See “Recent Developments” as well as Note 13 to our consolidated financial statements for the year ended December 31, 2024 for a subsequent event relating to regular distributions declared by our Board of Trustees.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan (“distribution reinvestment plan”), pursuant to which we will not reinvest cash distributions declared by our Board of Trustees on behalf of our shareholders unless such shareholders elect for their shares to be automatically reinvested. As a result, if our Board of Trustees authorizes, and we declare, a cash distribution, then our shareholders who have opted into our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash distribution. Distributions on fractional shares will be credited to each participating shareholder’s account. The purchase price for shares issued under our distribution reinvestment plan will be equal to the most recent available NAV per share for such shares at the time the distribution is payable.

Share Repurchase Program

We have implemented a share repurchase program, pursuant to which we intend to offer to repurchase, at the discretion of our Board of Trustees, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. Our Board of Trustees may amend, suspend or terminate the share repurchase program if it deems such action to be in our best interest and the best interest of our common shareholders. As a result, share repurchases may not be available each quarter, or at all. We conduct any such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended and the Investment Company Act, with the terms of such tender offer published in a tender offer statement to be sent to all our shareholders and filed with the SEC on Schedule TO. All of our common shareholders will be given at least 20 full business days to elect to participate in such share repurchases. All shares purchased by us pursuant to the terms of each tender offer, will be retired and thereafter will be authorized and unissued shares.

Under our share repurchase program, to the extent we offer to repurchase our Common Shares in any particular quarter, we expect to repurchase our Common Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by our Board of Trustees, except that we deduct 2.00% from such NAV for shares that have not been outstanding for at least one year. The holding period ends on the one-year anniversary of the subscription closing date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan, and the Early Repurchase Deduction may be waived in the case of repurchase requests: (i) arising from the death or qualified disability of the holder; (ii) submitted by discretionary model portfolio management programs (and similar arrangements); (iii) from feeder funds (or similar vehicles) primarily created to hold our Common Shares, which are offered to non-U.S. persons, where such funds seek to avoid imposing such a deduction because of administrative or systems limitations; and (iv) in the event that a shareholder’s Common Shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance. The Early Repurchase Deduction will be retained by us for the benefit of remaining shareholders.

The plan adopted by us pursuant to Rule 18f-3 under the Investment Company Act so that we may issue multiple classes of Common Shares (the “Multiple Class Plan”) provides that the Early Repurchase Deduction holding period ends on the one-year anniversary of the subscription closing date and the Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan. The Early Repurchase Deduction may be waived in the case of repurchase requests: (i) arising from the death or qualified disability of the holder; (ii) submitted by discretionary model portfolio management programs (and similar arrangements); (iii) from feeder funds (or similar vehicles) primarily created to hold our Common Shares, which are offered to non-U.S. persons, where such funds seek to avoid imposing such a deduction because of administrative or systems limitations; and (iv) in the event that a shareholder’s Common Shares are repurchased because the shareholder has failed to maintain a minimum account balance. Prior to May 8, 2024, we could only waive the Early Repurchase Deduction in the case of repurchase requests arising from the death or qualified disability of the holder. The Early Repurchase Deduction will be retained by us for the benefit of remaining shareholders.

During the year ended December 31, 2024, pursuant to tender offers, we repurchased 2,127,107 Class I shares and 193,724 Class S shares for a total value of approximately $58.3 million and $5.3 million, respectively, which is net of the Early Repurchase Deduction. No Class D shares were repurchased during the year ended December 31, 2024. During the year ended December 31, 2023, pursuant to tender offers, we repurchased 2,955 Class I shares for a total value of approximately $78 thousand. No Class S

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shares and Class D shares were repurchased during the year ended December 31, 2023. The following table presents the share repurchases completed during the years ended December 31, 2024 and 2023 (dollar amounts in thousands except per share amounts):


Repurchase Pricing Date	Total Number of Shares Repurchased	Percentage of Outstanding Shares Repurchased ⁽¹⁾		Repurchase Request Deadline	Purchase Price Per Share ⁽²⁾		Amount Repurchased (All Classes) ⁽²⁾		Maximum number of shares that may yet be purchased under the repurchase program ⁽³⁾
February 29, 2024	387,233	0.54	%	March 20, 2024	$	27.19	$	10,376	—
May 31, 2024	4,911	0.01	%	June 20, 2024	$	27.39	$	132	—
August 31, 2024	133,748	0.09	%	September 20, 2024	$	27.41	$	3,623	—
November 30, 2024	1,794,940	0.90	%	December 20, 2024	$	27.58	$	49,491	—


Repurchase Pricing Date	Total Number of Shares Repurchased	Percentage of Outstanding Shares Repurchased ⁽¹⁾		Repurchase Request Deadline	Purchase Price Per Share ⁽²⁾		Amount Repurchased (All Classes) ⁽²⁾		Maximum number of shares that may yet be purchased under the repurchase program ⁽³⁾
November 30, 2023	2,955	0.01	%	December 20, 2023	$	27.03	$	78	—

(1)	Percentage is based on total shares outstanding as of the close of business on the last calendar day of the month preceding the applicable repurchase pricing date.

(2)	Amounts shown net of the Early Repurchase Deduction.

(3)	All repurchase requests were satisfied in full.

Debt Capital Activities

Our debt obligations consisted of the following as of December 31, 2024 and 2023:


	As of December 31,
	2024								2023
(in thousands)		Total Aggregate Principal Amount Committed/ Outstanding ⁽¹⁾			Principal Amount Outstanding		Carrying Value			Total Aggregate Principal Amount Committed/ Outstanding ⁽¹⁾			Principal Amount Outstanding		Carrying Value
Revolving Credit Facility	$	1,810,000	⁽²⁾	$	489,506	$	489,453		$	800,000	⁽²⁾	$	460,349	$	460,325
SG Funding Facility		1,825,000	⁽³⁾		861,811		861,811			1,000,000	⁽³⁾		250,000		250,000
SB Funding Facility		750,000			75,000		75,000			—			—		—
BNP Funding Facility		500,000			250,000		250,000			—			—		—
January 2037 CLO Notes⁽⁴⁾		476,000			476,000		473,120	⁽⁵⁾		—			—		—
March 2028 Notes		1,000,000			1,000,000		984,492	⁽⁵⁾⁽⁶⁾		—			—		—
August 2029 Notes		700,000			700,000		687,445	⁽⁵⁾⁽⁶⁾		—			—		—
February 2030 Notes		750,000			750,000		705,863	⁽⁵⁾⁽⁶⁾		—			—		—
Total	$	7,811,000		$	4,602,317	$	4,527,184		$	1,800,000		$	710,349	$	710,325

(1)

Represents the total aggregate amount committed or outstanding, as applicable, under such instrument. Borrowings under the committed Revolving Credit Facility, SG Funding Facility, SB Funding Facility and BNP Funding Facility (each as defined below) are subject to borrowing base and other restrictions.

(2)	Provides for a feature that allows us, under certain circumstances, to increase the size of the Revolving Credit Facility to a maximum of approximately $2.6 billion and $1.1 billion, as of December 31, 2024 and 2023, respectively.

(3)	Provides for a feature that allows ASIF Funding I (as defined below), under certain circumstances, to increase the size of the SG Funding Facility to a maximum of $2.0 billion.

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(4)	Excludes the January 2037 CLO Subordinated Notes (as defined below), which were retained by us and, as such, eliminated in consolidation.

(5)	Represents the aggregate principal amount outstanding, less unamortized debt issuance costs and the unaccreted discount recorded upon issuance.

(6)

The carrying value of the March 2028 Notes, the August 2029 Notes and the February 2030 Notes (each as defined below) as of December 31, 2024 includes adjustments as a result of effective hedge accounting relationships. See Note 6 to our consolidated financial statements for the year ended December 31, 2024 for more information on the interest rate swaps related to these unsecured notes issuances.

Revolving Credit Facility

We are party to a senior secured revolving credit facility agreement with JPMorgan Chase Bank, N.A and each of the other parties thereto (the “Revolving Credit Facility”), that as of December 31, 2024 allowed us to borrow up to approximately $1.8 billion at any one time outstanding. As of December 31, 2024, the end of the revolving period and the stated maturity date were April 15, 2028 and April 15, 2029, respectively. As of December 31, 2024, the Revolving Credit Facility also provided for an “accordion” feature that allowed us, under certain circumstances, to increase the overall size of the Revolving Credit Facility to a maximum of approximately $2.6 billion. The interest rate charged on the Revolving Credit Facility is based on Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of 0.10% (or an alternate rate of interest for certain loans, commitments and/or other extensions of credit denominated in approved foreign currencies plus a spread adjustment, if applicable) and an applicable spread of either 1.75% or 1.875% or an “alternate base rate” (as defined in the documents governing the Revolving Credit Facility) plus an applicable spread of 0.75% or 0.875%, in each case, determined monthly based on the total amount of the borrowing base relative to the sum of (i) the greater of (a) the aggregate amount of revolving exposure under the Revolving Credit Facility and (b) 85% of the total commitments of the Revolving Credit Facility (or, if higher, the total revolving exposure) plus (ii) other debt, if any, secured by the same collateral as the Revolving Credit Facility. As of December 31, 2024, the applicable spread in effect was 1.75%. As of December 31, 2024, we were also required to pay letter of credit fees of 2.00% or 2.125% per annum on letters of credit issued, determined monthly based on the total amount of the borrowing base relative to the total commitments of the Revolving Credit Facility and other debt, if any, secured by the same collateral as the Revolving Credit Facility. Additionally, we are required to pay a commitment fee of 0.375% per annum on any unused portion of the Revolving Credit Facility. As of December 31, 2024, there was approximately $490 million aggregate principal amount outstanding under the Revolving Credit Facility and we were in compliance in all material respects with the terms of the Revolving Credit Facility. See “Recent Developments” for a subsequent event related to the Revolving Credit Facility.

SG Funding Facility

We and our wholly owned consolidated subsidiary, ASIF Funding I, LLC (“ASIF Funding I”), are party to a revolving funding facility with Société Générale and each of the other parties thereto (the “SG Funding Facility”), that allows us to borrow up to approximately $1.8 billion at any one time outstanding. The end of the revolving period and the stated maturity date are August 28, 2027 and August 28, 2029, respectively. The SG Funding Facility also provides for a feature that allows ASIF Funding I, under certain circumstances, to increase the overall size of the SG Funding Facility to a maximum of $2.0 billion. The interest rate charged on the SG Funding Facility is based on SOFR plus an applicable margin of 2.05% per annum. In addition to the stated interest expense, ASIF Funding I is required to pay, among other fees, a daily commitment fee on any monthly distribution date, termination date or on the date of any payment or prepayment of a loan outstanding under the SG Funding Facility. As of December 31, 2024, there was approximately $862 million aggregate principal amount outstanding under the SG Funding Facility and we and ASIF Funding I were in compliance in all material respects with the terms of the SG Funding Facility.

SB Funding Facility

We and our wholly owned consolidated subsidiary, ASIF Funding II, LLC (“ASIF Funding II”), are party to a revolving funding facility with the Bank of Nova Scotia and each of the other parties thereto (the “SB Funding Facility”), that allows us to borrow up to $750 million at any one time outstanding. As of December 31, 2024, the end of the reinvestment period and the stated maturity date were September 1, 2026 and March 1, 2033, respectively. The interest rate charged on the SB Funding Facility is based on SOFR plus an applicable margin of (i) 2.10% during the reinvestment period and (ii) 2.40% following the reinvestment period. As of December 31, 2024, the applicable spread in effect was 2.10%. In addition, ASIF Funding II is required to pay, among other fees, a commitment fee of 0.50% per annum on any unused portion of the SB Funding Facility. As of December 31, 2024, there was $75

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million aggregate principal amount outstanding under the SB Funding Facility and we and ASIF Funding II were in compliance in all material respects with the terms of the SB Funding Facility. See “Recent Developments” for a subsequent event related to the SB Funding Facility.

BNP Funding Facility

We and our wholly owned consolidated subsidiary, ASIF Funding III, LLC (“ASIF Funding III”), are party to a revolving funding facility with BNP Paribus and each of the other parties thereto (the “BNP Funding Facility”), that allows us to borrow up to $500 million at any one time outstanding. The end of the reinvestment period and the stated maturity date are November 26, 2027 and November 26, 2028, respectively. The interest rate charged on the BNP Funding Facility is based on SOFR plus an applicable margin of (i) 1.40% during the reinvestment period and (ii) 2.40% following the reinvestment period. As of December 31, 2024, the applicable spread in effect was 1.40%. In addition, ASIF Funding III is required to pay, among other fees, a commitment fee dependent on the aggregate amount of unused commitments under the BNP Funding Facility. As of December 31, 2024, there was $250 million aggregate principal amount outstanding under the BNP Funding Facility and we and ASIF Funding III were in compliance in all material respects with the terms of the BNP Funding Facility.

Debt Securitization

ADL CLO 3 Debt Securitization

In November 2024, we, through our wholly owned consolidated subsidiary, Ares Direct Lending CLO 3 LLC (“ADL CLO 3”), completed a $694 million term debt securitization (the “ADL CLO 3 Debt Securitization”). The ADL CLO 3 Debt Securitization is also known as a collateralized loan obligation (“CLO”) and is an on-balance sheet financing incurred by us, which is consolidated by us for financial reporting purposes and subject to our overall asset coverage requirement. The notes offered in the ADL CLO 3 Debt Securitization that mature on January 20, 2037 (collectively, the “January 2037 CLO Notes”) were issued by ADL CLO 3 pursuant to the indenture governing the January 2037 CLO Notes and include (i) $399 million of Class A-1 Senior Notes (the “January 2037 Class A-1 CLO Notes”); (ii) $35 million of Class A-2 Senior Notes (the “January 2037 Class A-2 CLO Notes”); (iii) $42 million of Class B Senior Notes (the “January 2037 Class B CLO Notes” and, together with the January 2037 Class A-1 Notes and the January 2037 Class A-2 CLO Notes, the “January 2037 CLO Secured Notes”); and (iv) approximately $218 million of Subordinated Notes (the “January 2037 CLO Subordinated Notes”). We retained all of the January 2037 CLO Subordinated Notes, as such, the January 2037 CLO Subordinated Notes are eliminated in consolidation. The following table presents information on the January 2037 CLO Notes as of December 31, 2024 (dollar amounts in millions):


Class	Type	Principal Outstanding		Maturity Date	Interest Rate
January 2037 Class A-1 CLO Notes	Senior Secured Floating Rate	$	399	January 20, 2037	SOFR+1.58	%
January 2037 Class A-2 CLO Notes	Senior Secured Floating Rate		35	January 20, 2037	SOFR+1.75	%
January 2037 Class B CLO Notes	Senior Secured Floating Rate		42	January 20, 2037	SOFR+1.85	%
Total January 2037 CLO Secured Notes		$	476
January 2037 CLO Subordinated Notes	Subordinated		218	January 20, 2037	None
Total January 2037 CLO Notes		$	694

The January 2037 CLO Secured Notes are the secured obligations of ADL CLO 3 and are backed by a diversified portfolio of first lien senior secured loans contributed by us to ADL CLO 3 pursuant to the terms of a contribution agreement. The interest rate charged on the January 2037 CLO Secured Notes is based on SOFR plus a blended weighted average spread of 1.62%.

Our investment adviser serves as asset manager to ADL CLO 3 under an asset management agreement and is entitled to receive certain management fees for providing these services under the agreement. Our investment adviser has agreed to waive any management fees from ADL CLO 3.

Unsecured Notes

We issued certain unsecured notes (we refer to each series of unsecured notes using the defined term set forth under the “Unsecured Notes” column of the table below and collectively refer to all such series as the “Unsecured Notes”), that pay interest semi-annually and all principal amounts are due upon maturity. Each of the Unsecured Notes may be redeemed in whole or in part at

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any time at our option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indentures governing each of the Unsecured Notes, plus any accrued and unpaid interest. Certain key terms related to the features for the Unsecured Notes as of December 31, 2024 are listed below.


(dollar amounts in millions) Unsecured Notes	Aggregate Principal Amount Issued		Effective Stated Interest Rate⁽¹⁾		Original Issuance Date	Maturity Date
March 2028 Notes	$	1,000	6.046	%	November 21, 2024	March 15, 2028
August 2029 Notes	$	700	6.605	%	June 5, 2024	August 15, 2029
February 2030 Notes	$	750	6.057	%	October 2, 2024	February 15, 2030

(1)	The effective stated interest rates of the Unsecured Notes include the impact of interest rate swaps.

In connection with the issuances of the Unsecured Notes, we entered into registration rights agreements (each, a “Registration Rights Agreement”) for the benefit of the initial purchasers of the Unsecured Notes. Pursuant to these Registration Rights Agreements, we are obligated to file one or more registration statements with the SEC with respect to an offer to exchange each series of Unsecured Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to such series of Unsecured Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has become or been declared effective but in no event later than 365 days after the initial issuance of such series of Unsecured Notes. If we fail to satisfy our registration obligations under each Registration Rights Agreement, we will be required to pay additional interest to the holders of the applicable Unsecured Notes.

In connection with the Unsecured Notes issued by us, we have entered into interest rate swaps to more closely align the interest rates of such liabilities with our investment portfolio, which consists primarily of floating rate loans. We designated these interest rate swaps and the associated unsecured notes as qualifying fair value hedge accounting relationships. Certain information related to our interest rate swaps as of December 31, 2024 is presented below (dollar amounts in millions).


Description	Hedged Item	Fund Receives		Fund Pays		Maturity Date	Notional Amount
Interest rate swap	March 2028 Notes	5.700	%	SOFR +1.649	%	March 15, 2028	$	1,000
Interest rate swap	August 2029 Notes	6.350	%	SOFR + 2.208	%	August 15, 2029	$	700
Interest rate swap	February 2030 Notes	5.600	%	SOFR +2.302	%	February 15, 2030	$	750

See Note 6 to our consolidated financial statements for the year ended December 31, 2024 for more information on our interest rate swaps.

See “Recent Developments” for subsequent events relating to the SB Funding Facility, the Revolving Credit Facility, an additional debt securitization and the March 2032 Notes. See Note 13 to our consolidated financial statements for the year ended December 31, 2024 for subsequent events relating to the March 2032 Notes.

As of December 31, 2024, we were in compliance in all material respects with the indenture and supplemental indentures governing the Unsecured Notes.

The Unsecured Notes are our senior unsecured obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not expressly subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

LEGAL PROCEEDINGS

From time to time, we, our executive officers, trustees and our investment adviser, its affiliates and/or any of their respective principals and employees are subject to legal proceedings, including those arising from our investments in our portfolio companies, and we may as a result, incur significant costs and expenses in connection with such legal proceedings.

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We and our investment adviser are also subject to extensive regulation, which, from time to time, results in requests for information from us or our investment adviser or legal or regulatory proceedings or investigations against us or our investment adviser. We incur significant costs and expenses in connection with any such proceedings, information requests and investigations.

RECENT DEVELOPMENTS

Effective February 1, 2025, we issued and sold approximately 20,126,161 Common Shares (consisting of 16,423,751 Class I shares, 1,447,337 Class S shares and 2,246,072 Class D shares at an offering price of $27.60 per share for each class of share), and we received approximately $555 million as payment for such shares.

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		Gross Distribution Per Share
Record Date	Payment Date⁽¹⁾	Class I		Class S		Class D
April 30, 2025	May 22, 2025	$	0.21430	$	0.21430	$	0.21430
May 30, 2025	June 25, 2025	$	0.21430	$	0.21430	$	0.21430
June 30, 2025	July 23, 2025	$	0.21430	$	0.21430	$	0.21430

(2)	The distributions for each class of our Common Shares will be paid on or about the payment dates above.

These distributions will be paid in cash or reinvested in our Common Shares for shareholders participating in our distribution reinvestment plan. The net distributions received by shareholders of each of the Class S shares and Class D shares will be equal to the gross distribution in the table above, less specific shareholder servicing and/or distribution fees applicable to such class of our Common Shares as of their respective record dates. Class I shares have no shareholder servicing and/or distribution fees.

On April 8, 2025, we and ASIF Funding II entered into an amendment to the SB Funding Facility. The amendment, among other things, (a) extended the reinvestment period from September 1, 2026 to October 8, 2027, (b) extended the stated maturity date from March 1, 2033 to April 8, 2034, (c) adjusted the interest rate charged on the SB Funding Facility from SOFR plus an applicable margin of (i) 2.10% during the reinvestment period and (ii) 2.40% following the reinvestment period to SOFR plus an applicable margin of (x) 1.90% during the reinvestment period and (y) 2.20% following the reinvestment period and (d) adjusted the commitment fee from (i) 0.50% per annum on any unused portion of the SB Funding Facility to (ii) on and after July 8, 2025, between 0.50% and 1.00% per annum depending on the aggregate amount of unused commitments under the SB Funding Facility. The other terms of the SB Funding Facility remained materially unchanged.

On April 10, 2025, we, through our wholly owned consolidated subsidiary, Ares Direct Lending CLO 5 LLC (“ADL CLO 5”), completed an approximately $499 million term debt securitization (the “ADL CLO 5 Debt Securitization”). The ADL CLO 5 Debt Securitization is also known as a CLO and is an on-balance sheet financing incurred by us, which is consolidated by us for financial reporting purposes and subject to our overall asset coverage requirement. In connection with the ADL CLO 5 Debt Securitization, ADL CLO 5 issued the following classes of notes that mature on April 20, 2038 pursuant to an indenture (the “April 2038 CLO Indenture”): (i) $210 million of Class A-1 Senior Floating Rate Notes, which bear interest at Term SOFR (as defined in the April 2038 CLO Indenture) plus 1.38% (the “April 2038 Class A-1 CLO Notes”); (ii) $15 million of Class A-2 Senior Floating Rate Notes, which bear interest at Term SOFR plus 1.60% (the “April 2038 Class A-2 CLO Notes”); (iii) $50 million of Class B Senior Floating Rate Notes, which bear interest at Term SOFR plus 1.70% (the “April 2038 Class B CLO Notes” and, together with the April 2038 Class A-1 CLO Notes and the April 2038 Class A-2 CLO Notes, the “April 2038 CLO Secured Notes”); and (iv) approximately $149 million of Subordinated Notes, which do not bear interest (the “April 2038 CLO Subordinated Notes”). We retained all of the April 2038 CLO Subordinated Notes, which are unsecured obligations of ADL CLO 5, and will accordingly be eliminated in consolidation. In addition, in connection with the ADL CLO 5 Debt Securitization, ADL CLO 5 incurred $75 million of Class A-1A Loans that mature on April 20, 2038 (the “April 2038 CLO Secured Loans”), under a Class A-1A Credit Agreement (the “April 2038 CLO Credit Agreement”), dated as of April 10, 2025, by and among ADL CLO 5, as borrower, the lender party thereto, and U.S. Bank Trust Company, National Association, as loan agent and collateral trustee, which bear interest at Term SOFR (as defined in the April 2038 CLO Credit Agreement) plus 1.38%.

On April 15, 2025, we amended and restated our Revolving Credit Facility. The amendment, among other things, (a) extended the end of the revolving period and the stated maturity date for the Revolving Credit Facility from April 15, 2028 and April 15, 2029, respectively, to April 15, 2029 and April 15, 2030, respectively, (b) increased the aggregate commitments under the Revolving Credit Facility from $1.81 billion to $3.04 billion and (c) modified certain covenant restrictions. The Revolving Credit Facility also provides for an “accordion” feature that allows us, under certain circumstances, to increase the overall size of the Revolving Credit Facility to a maximum of approximately $4.6 billion. The other terms of the Revolving Credit Facility remained materially unchanged.

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CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. The critical accounting estimates should be read in conjunction with the risk factors elsewhere in this prospectus. See Note 2 to our consolidated financial statements for the year ended December 31, 2024 for more information on our critical accounting policies.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.

Pursuant to Rule 2a-5 under the Investment Company Act, our Board of Trustees has designated our investment adviser as our “valuation designee” (the “Valuation Designee”) to perform the fair value determinations for investments held by us without readily available market quotations, subject to the oversight of our Board of Trustees. All investments are recorded at their fair value.

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Valuation Designee looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Valuation Designee, subject to the oversight of our Board of Trustees, based on, among other things, the input of the independent third-party valuation providers (“IVPs”) that have been engaged to support the valuation of such portfolio investments monthly, beginning the third quarter after origination (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process. In addition, our independent registered public accounting firm obtains an understanding of, and performs select procedures relating to, our valuation process within the context of performing our financial statement audit.

Investments in our portfolio that do not have a readily available market are valued at fair value as determined in good faith by the Valuation Designee, as described herein. As part of the valuation process for investments that do not have readily available market prices, the Valuation Designee may take into account the following types of factors, if relevant, in determining the fair value of our investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets, which may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Valuation Designee considers the pricing indicated by the external event to corroborate the valuation.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

The Valuation Designee, subject to the oversight of our Board of Trustees, undertakes a multi-step valuation process each quarter, as described below:

●

Our quarterly valuation process begins with a preliminary valuation being prepared by the investment professionals responsible for the portfolio investment in conjunction with our portfolio management team and valuation team.

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●

Preliminary valuations are reviewed and discussed by the valuation committee of the Valuation Designee.

●

When a portfolio investment is reviewed by an IVP,

o

Relevant information related to the portfolio investment is made available by the Valuation Designee to the IVP, who does not independently verify such information.

o

The IVP reviews and analyzes the information provided by the Valuation Designee, along with relevant market and economic data, and independently determines a range of values for the portfolio investment.

o

The IVP provides its analysis to the Valuation Designee to support the IVP’s valuation methodology and calculations.

●

The valuation committee of the Valuation Designee determines the fair value of each investment in our portfolio without a readily available market quotation in good faith based on, among other things, the input of the IVPs, where applicable.

●

When a portfolio investment is reviewed by an IVP, a positive assurance opinion or independent valuation report is issued by the IVP that confirms the fair value determined by the Valuation Designee for the portfolio investment is within the range of values independently calculated by such IVP.

When the Valuation Designee determines our NAV as of the last day of a month that is not also the last day of a calendar quarter, the Valuation Designee updates the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, the Valuation Designee will generally value such assets at the most recent quarterly valuation unless the Valuation Designee determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Valuation Designee determines such a change has occurred with respect to one or more investments, the Valuation Designee will determine whether to update the value for each relevant investment.

Fair Value of Financial Instruments

We follow ASC 825-10, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASC 825-10”), which provides companies the option to report selected financial assets and liabilities at fair value. ASC 825-10 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect of our choice to use fair value on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. We have not elected the ASC 825-10 option to report selected financial assets and liabilities at fair value. With the exception of the line items entitled “other assets” and “debt,” which are reported at amortized cost, the carrying value of all other assets and liabilities approximate fair value.

We also follow ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles (“GAAP”) and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires us to assume that the portfolio investment is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, we have considered its principal market as the market in which we exit our portfolio investments with the greatest volume and level of activity. ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:

●

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.

●

Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

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●

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

In addition to using the above inputs in investment valuations, the Valuation Designee continues to employ its net asset valuation policy and procedures that have been reviewed by our Board of Trustees in connection with their designation of our investment adviser as our valuation designee and are consistent with the provisions of Rule 2a-5 under the Investment Company Act and ASC 820-10. Consistent with its valuation policy and procedures, the Valuation Designee evaluates the source of inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. Because there may not be a readily available market value for some of the investments in our portfolio, the fair value of a portion of our investments may be determined using unobservable inputs.

Our portfolio investments classified as Level 3 are typically valued using two different valuation techniques. The first valuation technique is an analysis of the enterprise value (“EV”) of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The primary method for determining EV uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA (generally defined as net income before net interest expense, income tax expense, depreciation and amortization). EBITDA multiples are typically determined based upon review of market comparable transactions and publicly traded comparable companies, if any. The Valuation Designee may also employ other valuation multiples to determine EV, such as revenues or, in the case of certain portfolio companies in the power generation industry, kilowatt capacity. The second method for determining EV uses a discounted cash flow analysis whereby future expected cash flows of the portfolio company are discounted to determine a present value using estimated discount rates (typically a weighted average cost of capital based on costs of debt and equity consistent with current market conditions). The EV analysis is performed to determine the value of equity investments, the value of debt investments in portfolio companies where we have control or could gain control through an option or warrant security, and to determine if there is credit impairment for debt investments. If debt investments are credit impaired, an EV analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate EV. The second valuation technique is a yield analysis, which is typically performed for non-credit impaired debt investments in portfolio companies where we do not own a controlling equity position. To determine fair value using a yield analysis, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk. In the yield analysis, the Valuation Designee considers the current contractual interest rate, the maturity and other terms of the investment relative to the risk of us and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by us are substantially illiquid with no active transaction market, the Valuation Designee depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

See Note 8 to our consolidated financial statements for the year ended December 31, 2024 for more information on our valuation process.

Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio. Uncertainty with respect to the fluctuations in global interest rates, inflationary pressures, the Russia-Ukraine war and more recently the ongoing conflicts in the Middle East introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below. For more information concerning these risks and their potential impact on our business and our operating results, see “Risk Factors — General Risk Factors — Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations”, “Risk Factors — Risks Relating to Our Investments — Economic recessions or downturns could impair our portfolio companies and harm our operating results” and “Risk Factors — Risks Relating to Our Business and Structure — Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies.”

Investment Valuation Risk

Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by the Valuation Designee, subject to the oversight of our Board of Trustees, based on, among other things, the input of the IVPs that have been engaged to support the valuation of portfolio investments without a readily available market quotation monthly, beginning the third quarter after origination (with certain de minimis exceptions). Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ

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significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” as well as Notes 2 and 8 to our consolidated financial statements for the year ended December 31, 2024 for more information relating to our investment valuation.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. See “Risk Factors — Risks Relating to Our Business and Structure — We are exposed to risks associated with changes in interest rates, including the current interest rate environment.”

In a prolonged low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.

As of December 31, 2024, 92% of the investments at fair value in our portfolio bore interest at variable rates, 5% bore interest at fixed rates and 3% were non-income producing. Additionally, 68% of the variable rate investments at fair value contained interest rate floors. The Credit Facilities and the January 2037 CLO Notes bear interest at variable rates with no interest rate floors. Our Unsecured Notes have been swapped from a fixed rate to a floating rate through interest rate swaps. See Note 5 to our consolidated financial statements for the year ended December 31, 2024 for more information on our debt obligations. See Note 6 to our consolidated financial statements for the year ended December 31, 2024 for more information on the interest rate swaps.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Based on our December 31, 2024 consolidated statement of assets and liabilities, the following table shows the annualized impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:


(in millions) Basis Point Change		Interest Income		Interest Expense		Net Income⁽¹⁾
Up 300 basis points	$	319	$	138	$	181
Up 200 basis points	$	214	$	92	$	122
Up 100 basis points	$	107	$	46	$	61
Down 100 basis points	$	(107)	$	(46)	$	(61)
Down 200 basis points	$	(214)	$	(92)	$	(122)
Down 300 basis points	$	(319)	$	(138)	$	(181)

(1)	Excludes the impact of any income based fee. See Note 3 to our consolidated financial statements for the year ended December 31, 2024 for more information on the income based fee.

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SENIOR SECURITIES

(dollar amounts in thousands, except per unit data)

Information about our senior securities (including preferred stock, debt securities and other indebtedness) is shown in the following table as of December 31, 2024, 2023 and 2022. The report of our independent registered public accounting firm, KPMG LLP, dated March 10, 2025, relating to the consolidated financial statements as of December 31, 2024, is included in this prospectus. The “—” indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.


Class and Year		Total Amount Outstanding Exclusive of Treasury Securities⁽¹⁾		Asset Coverage Per Unit⁽²⁾	Involuntary Liquidating Preference Per Unit⁽³⁾	Average Market Value Per Unit⁽⁴⁾
Revolving Credit Facility
Fiscal 2024	$	489,506	$	2,266	—	N/A
Fiscal 2023		460,349		3,480	—	N/A
Fiscal 2022		—		—	—	N/A
SG Funding Facility
Fiscal 2024	$	861,811	$	2,266	—	N/A
Fiscal 2023		250,000		3,480	—	N/A
SB Funding Facility
Fiscal 2024	$	75,000	$	2,266	—	N/A
BNP Funding Facility
Fiscal 2024	$	250,000	$	2,266	—	N/A
January 2037 CLO Notes
Fiscal 2024	$	476,000	$	2,266	—	N/A
March 2028 Notes
Fiscal 2024	$	1,000,000	$	2,266	—	N/A
August 2029 Notes
Fiscal 2024	$	700,000	$	2,266	—	N/A
February 2030 Notes
Fiscal 2024	$	750,000	$	2,266	—	N/A

(1)	Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as the Fund’s consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the “Asset Coverage Per Unit”.

(3)	The amount to which such class of senior security would be entitled upon the Fund’s involuntary liquidation in preference to any security junior to it. The “-” indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)	Not applicable because the securities are not registered for public trading on a stock exchange.

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PORTFOLIO COMPANIES

The following table describes each of the businesses included in our portfolio and reflects data as of December 31, 2024. Percentages shown for class of investment securities held by us represent the percentage of the class owned and do not necessarily represent voting ownership. Percentages shown for equity securities, other than warrants or options, represent the actual percentage of the class of security held before dilution. Percentages shown for warrants and options held represent the percentage of the class of security we may own assuming we exercise our warrants or options before dilution.

Where we have indicated by footnote the amount of undrawn commitments to portfolio companies to fund various revolving and delayed draw senior secured and subordinated loans, such undrawn commitments are presented net of (i) standby letters of credit treated as drawn commitments because they are issued and outstanding, (ii) commitments substantially at our discretion and (iii) commitments that are unavailable due to borrowing base or other covenant restrictions.

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PORTFOLIO COMPANIES

As of December 31, 2024

(dollar amounts in thousands)


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
22 HoldCo Limited	Fulham Road, Stamford Bridge, London SW6 1HS, United Kingdom	Media & Entertainment	Senior subordinated loan	12.73	% PIK	SONIA (S)	7.50	%	08/2033			21,591.2	⁽⁴⁾
3 Step Sports LLC ⁽⁵⁾	300 Brickstone Square, 4th Floor, Andover, MA 01830	Media & Entertainment	First lien senior secured loan	12.34% (1.50	% PIK)	SOFR (Q)	8.00	%	10/2029			14,875.0
760203 N.B. LTD. ⁽⁶⁾	3400 Rue Raymond-Lasnier, Saint-Laurent, QC H4R 3L5, Canada	Consumer Durables & Apparel	First lien senior secured loan	8.80	%	CDOR (S)	5.50	%	12/2030			19,815.7	⁽⁴⁾
8th Avenue Food & Provisions, Inc.	1400 S Highway Drive, Fenton, MO 63026	Food & Beverage	First lien senior secured loan	8.22	%	SOFR (M)	3.75	%	10/2025			10,023.8
		Food & Beverage	First lien senior secured loan	9.22	%	SOFR (M)	4.75	%	10/2025			5,633.4
A-AP Buyer, Inc.	1521 Concord Pike , Suite 201, Wilmington, DE 19803	Materials	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	09/2031			6,070.5
ABPCI 2019-5A	405 Colorado Street, Suite 1500, Austin, TX 78701	Investment Funds and Vehicles	Collaterized loan obligation	10.37	%	SOFR (Q)	5.75	%	01/2036			1,128.0	⁽⁴⁾
ABPCI 2022-11	405 Colorado Street, Suite 1500, Austin, TX 78701	Investment Funds and Vehicles	Collaterized loan obligation	11.42	%	SOFR (Q)	7.00	%	01/2038			7,026.8	⁽⁴⁾
ABPCI 2024-17	405 Colorado Street, Suite 1500, Austin, TX 78701	Investment Funds and Vehicles	Collaterized loan obligation	12.57	%	SOFR (Q)	8.00	%	08/2036			2,968.7	⁽⁴⁾
Access CIG, LLC	4 1st Avenue, Peabody, MA 01960	Software & Services	First lien senior secured loan	9.59	%	SOFR (Q)	5.00	%	08/2028			34,108.5
Accession Risk Management Group, Inc. and RSC Insurance Brokerage, Inc. ⁽⁷⁾	160 Federal Street, 4th Floor, Boston, MA 02110	Insurance	First lien senior secured loan	9.31	%	SOFR (Q)	4.75	%	11/2029			4,095.2
Acrisure, LLC	100 Ottawa Avenue SW, Grand Rapids, MI 49503	Insurance	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%	02/2027			41,471.3
		Insurance	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	11/2030			20,205.8
Actfy Buyer, Inc. ⁽⁸⁾	2180 Sand Hill Road, Suite 300, Menlo Park, CA 94025	Software & Services	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%	05/2031			29,925.0
Activate Holdings (US) Corp. and CrossPoint Capital AS SPV, LP ⁽⁹⁾	1400-1055 Dunsmuir Street, PO Box 49211, Vancouver, BC V7X 1K8, Canada	Software & Services	First lien senior secured loan	9.58	%	SOFR (Q)	5.25	%	07/2030			20,762.4	⁽⁴⁾
		Software & Services	Limited partnership interests							0.02	%	143.7	⁽⁴⁾
ADMA Biologics Inc. ⁽¹⁰⁾	465 Route 17, South Ramsey, NJ 07446	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured revolving loan	8.34	%	SOFR (Q)	3.75	%	12/2027			0.6	⁽⁴⁾
		Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	10.85	%	SOFR (Q)	6.50	%	12/2027			2,240.2	⁽⁴⁾
Aduro Advisors, LLC ⁽¹¹⁾	2420 17th Street, Denver, CO 80202	Financial Services	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%	07/2030			18,532.1
Aerin Medical Inc. ⁽¹²⁾	2565 Leghorn Street, Mountain View, CA 94043	Health Care Equipment and Services	First lien senior secured loan	11.06	%	SOFR (S)	6.75	%	12/2030			13,903.7
		Health Care Equipment and Services	Series G preferred shares							22.12	%	1,106.2
Agiliti Health, Inc.	6625 W 78th Street, Suite 300, Minneapolis, MN 55439	Health Care Equipment and Services	First lien senior secured loan	7.38	%	SOFR (Q)	3.00	%	05/2030			17,403.1	⁽⁴⁾
AI Aqua Merger Sub, Inc.	9399 W Higgins Road, Suite 1100, Rosemont, IL 60018	Capital Goods	First lien senior secured loan	7.55	%	SOFR (M)	3.00	%	07/2028			70,901.2
		Capital Goods	First lien senior secured loan	8.05	%	SOFR (M)	3.50	%	07/2028			52,501.7
AI Titan Parent, Inc. ⁽¹³⁾	4601 Six Forks Road, Raleigh, NC 27609	Software & Services	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%	08/2031			52,712.8
AIP RD Buyer Corp.	450 Lexington Avenue, 40th Floor, New York, NY 10017	Capital Goods	First lien senior secured loan	8.36	%	SOFR (M)	4.00	%	12/2028			17,932.6
Airx Climate Solutions, Inc. ⁽¹⁴⁾	4308 Grant Boulevard, #1D, Yukon, OK 73099	Capital Goods	First lien senior secured loan	10.18	%	SOFR (Q)	5.75	%	11/2029			23,329.1
		Capital Goods	First lien senior secured loan	9.47	%	SOFR (Q)	5.00	%	11/2029			13,244.3
Alcami Corporation ⁽¹⁵⁾	2320 Scientific Park Drive, Wilmington, NC 28405	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured revolving loan	11.44	%	SOFR (M)	7.00	%	12/2028			41.1
		Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	11.66	%	SOFR (Q)	7.00	%	12/2028			4,323.8

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Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Aldinger Company Inc ⁽¹⁶⁾	1440 Prudential Drive, Dallas, TX 75235	Commercial & Professional Services	First lien senior secured loan	9.61	%	SOFR (M)	5.25	%	07/2027			29,004.6
AlixPartners, LLP	909 3rd Avenue, New York, NY 10022	Commercial & Professional Services	First lien senior secured loan	6.97	%	SOFR (M)	2.50	%	02/2028			35,781.5
Alliance Laundry Systems LLC	221 Shepard Street, Ripon, WI 54971	Capital Goods	First lien senior secured loan	7.84	%	SOFR (M)	3.50	%	08/2031			26,452.0
Alliant Holdings Intermediate, LLC	1301 Dove Street, Suite 200, Newport Beach, CA 92660	Insurance	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%	09/2031			42,237.7
Alpha Generation LLC	1501 McKinney Street, Suite 600, Houston, TX 77010	Independent Power and Renewable Electricity Producers	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%	09/2031			7,022.6
Alterra Mountain Company	3501 Wazee Street, Denver, CO 80216	Consumer Services	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%	08/2028			21,774.6
		Consumer Services	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	05/2030			11,862.5
Amazon Holdco Inc.	4800 Westfields Boulevard, Suite 400, Chantilly, VA 20151	Consumer Distribution and Retail	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%	09/2031			21,182.2	⁽⁴⁾
AMCP Clean Acquisition Company, LLC ⁽¹⁷⁾	18 N New Jersey Avenue, Atlantic City, NJ 08401	Commercial & Professional Services	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%	06/2028			5,710.4
Amerivet Partners Management, Inc. and AVE Holdings LP ⁽¹⁸⁾	8610 N New Braunfels Avenue, San Antonio, TX 78217	Health Care Equipment and Services	Subordinated loan	16.50	% PIK				12/2030			34,100.7
		Health Care Equipment and Services	Class A units							0.14	%	195.4
		Health Care Equipment and Services	Class C units							0.31	%	9.9
Amethyst Radiotherapy Group B.V. ⁽¹⁹⁾	Soseaua Odai 42, Otopeni, 075100, Romania	Health Care Equipment and Services	First lien senior secured loan	8.31	%	Euribor (Q)	5.25	%	04/2031			2,070.9	⁽⁴⁾
AmSpec Parent, LLC	1249 S River Road, Cranbury, NJ 08512	Commercial & Professional Services	First lien senior secured loan	8.58	%	SOFR (S)	4.25	%	12/2031			10,050.0
AMWINS Group, Inc.	4725 Piedmont Row Drive, Suite 600, Charlotte, NC 28210	Insurance	First lien senior secured loan	6.72	%	SOFR (M)	2.25	%	02/2028			43,513.6
Ankura Consulting Group, LLC	485 Lexington Avenue, 10th Floor, New York, NY 10017	Commercial & Professional Services	First lien senior secured loan	7.84	%	SOFR (M)	3.50	%	12/2031			15,626.9
Apex Service Partners, LLC and Apex Service Partners Holdings, LLC ⁽²⁰⁾	201 E Kennedy Boulevard, Suite 1600, Tampa, FL 33602	Consumer Services	First lien senior secured revolving loan	9.51	%	SOFR (Q)	5.00	%	10/2029			1,386.9
		Consumer Services	First lien senior secured loan	9.52	%	SOFR (Q)	5.00	%	10/2030			46,831.7
		Consumer Services	Series B common units							0.04	%	1,620.9
Applied Systems, Inc.	200 Applied Parkway, University Park, IL 60484	Software & Services	First lien senior secured loan	7.33	%	SOFR (Q)	3.00	%	02/2031			23,143.4
Aptean, Inc. and Aptean Acquiror Inc. ⁽²¹⁾	4325 Alexander Drive, Suite 100, Alpharetta, GA 30022	Software & Services	First lien senior secured loan	9.58	%	SOFR (Q)	5.00	%	01/2031			39,005.4
ArchKey Holdings Inc. ⁽²²⁾	1572 Larkin Williams Road, St. Louis, MO 63026	Capital Goods	First lien senior secured loan	9.30	%	SOFR (M)	4.75	%	10/2031			18,136.7
Artera Services, LLC	3100 Interstate North Circle SE, Suite 300, Atlanta, GA 30339	Capital Goods	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%	02/2031			24,667.2
Artifact Bidco, Inc. ⁽²³⁾	108 Lakeland Avenue, Dover, DE 19901	Software & Services	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%	07/2031			24,848.9
Artivion, Inc. ⁽²⁴⁾	1655 Roberts Boulevard NW, Kennesaw, GA 30144	Health Care Equipment and Services	First lien senior secured revolving loan	8.59	%	SOFR (Q)	4.00	%	01/2030			1,983.0	⁽⁴⁾
		Health Care Equipment and Services	First lien senior secured loan	11.09	%	SOFR (Q)	6.50	%	01/2030			26,884.3	⁽⁴⁾
AssuredPartners, Inc.	450 S Orange Avenue, 4th Floor, Orlando, FL 32801	Insurance	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%	02/2031			60,138.1

Table of Contents

Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾	Fair Value
Asurion, LLC	648 Grassmere Park, Suite 300, Nashville, TN 37211	Software & Services	First lien senior secured loan	7.72	%	SOFR (M)	3.25	%	12/2026		26,186.0
		Software & Services	First lien senior secured loan	7.72	%	SOFR (M)	3.25	%	07/2027		13,824.5
athenahealth Group Inc.	311 Arsenal Street, Watertown, MA 02472	Health Care Equipment and Services	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	02/2029		54,483.9
ATRM 14	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	16.20	%				10/2037		4,999.0	⁽⁴⁾
		Investment Funds and Vehicles	Collaterized loan obligation	11.40	%	SOFR (Q)	6.50	%	10/2037		5,712.7	⁽⁴⁾
		Investment Funds and Vehicles	Collaterized loan obligation	11.70	%				10/2037		391.2	⁽⁴⁾
ATRM 15	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	11.15	%	SOFR (Q)	6.50	%	07/2037		1,928.3	⁽⁴⁾
AUDAX 2024-9	320 Park Avenue, 19th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	9.82	%	SOFR (Q)	5.20	%	04/2036		2,033.3	⁽⁴⁾
Avalign Holdings, Inc. and Avalign Technologies, Inc. ⁽²⁵⁾	2275 Half Day Road, Bannockburn, IL 60015	Health Care Equipment and Services	First lien senior secured revolving loan	10.85	%	SOFR (M)	6.50	%	12/2028		791.3
		Health Care Equipment and Services	First lien senior secured loan	11.76% (3.63	% PIK)	SOFR (Q)	7.25	%	12/2028		24,968.6
BABSN 2023-3	300 S Tryon Street, Suite 2500, Charlotte, NC 28202	Investment Funds and Vehicles	Collaterized loan obligation	11.99	%	SOFR (Q)	7.33	%	10/2036		579.9	⁽⁴⁾
Badia Spices, LLC ⁽²⁶⁾	1400 NW 93rd Avenue, Doral, FL 33172	Food & Beverage	First lien senior secured loan	9.07	%	SOFR (Q)	4.50	%	11/2030		126,321.4
BALLY 2022-21	88 Black Falcon Avenue, Suite 167 V13F, Boston, MA 02210	Investment Funds and Vehicles	Collaterized loan obligation	15.70	%				10/2037		2,378.9	⁽⁴⁾
BALLY 2023-24	88 Black Falcon Avenue, Suite 167 V13F, Boston, MA 02210	Investment Funds and Vehicles	Collaterized loan obligation	9.71	%	SOFR (Q)	5.05	%	07/2036		1,524.7	⁽⁴⁾
BALLY 2024-26	88 Black Falcon Avenue, Suite 167 V13F, Boston, MA 02210	Investment Funds and Vehicles	Collaterized loan obligation	11.43	%	SOFR (Q)	6.10	%	07/2037		1,513.1	⁽⁴⁾
Bamboo US BidCo LLC ⁽²⁷⁾	1 Baxter Parkway, Deerfield, IL 60015	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	9.77	%	SOFR (Q)	5.25	%	09/2030		14,056.4
		Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	8.25	%	Euribor (Q)	5.25	%	09/2030		8,303.6
Barnes Group Inc.	123 Main Street, Bristol, CT 06010	Consumer Distribution and Retail	First lien senior secured loan	7.33	%	SOFR (S)	3.00	%	12/2031		19,990.0
BCC 2020-1	John Hancock Tower, 200 Clarendon Street, Boston, MA 02116	Investment Funds and Vehicles	Collaterized loan obligation	11.78	%	SOFR (Q)	7.15	%	04/2033		1,765.3	⁽⁴⁾
BCC 2023-3	John Hancock Tower, 200 Clarendon Street, Boston, MA 02116	Investment Funds and Vehicles	Collaterized loan obligation	9.88	%	SOFR (Q)	5.25	%	07/2036		1,533.6	⁽⁴⁾
BCPE Empire Holdings, Inc.	255 Route 1 and 9, Jersey City, NJ 07306	Capital Goods	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%	12/2028		17,280.5
BCPE Pequod Buyer, Inc. ⁽²⁸⁾	1000 Chesterbrook Boulevard, Berwyn, PA 19312	Software & Services	First lien senior secured loan	7.81	%	SOFR (Q)	3.50	%	11/2031		30,268.0
BCTO Ignition Purchaser, Inc.	71 S Wacker Drive, Suite 400, Chicago, IL 60606	Software & Services	First lien senior secured loan	13.63	% PIK	SOFR (Q)	9.00	%	10/2030		18,115.4	⁽⁴⁾
Belfor Holdings, Inc.	185 Oakland Avenue, Suite 300, Birmingham, MI 48009	Consumer Services	First lien senior secured loan	8.11	%	SOFR (M)	3.75	%	11/2030		12,055.3
Belron Finance US LLC	Milton Park, Stroude Road, Egham TW20 9EL, United Kingdom	Consumer Services	First lien senior secured loan	7.27	%	SOFR (Q)	2.75	%	10/2031		22,433.5	⁽⁴⁾
BEP Intermediate Holdco, LLC	307 Waverley Oaks Road, Suite 401, Waltham, MA 02452	Software & Services	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	04/2031		19,367.9
Berlin Packaging L.L.C.	525 W Monroe Street, Chicago, IL 60661	Materials	First lien senior secured loan	7.83	%	SOFR (Q)	3.50	%	06/2031		14,259.8
BERRY 2024-1	345 Park Avenue, New York, NY 10154	Investment Funds and Vehicles	Collaterized loan obligation	12.50	%				10/2037		2,354.6	⁽⁴⁾
BGI Purchaser, Inc. ⁽²⁹⁾	801 State Street, Bowling Green, KY 42101	Consumer Distribution and Retail	First lien senior secured revolving loan	8.51	%	SOFR (Q)	4.00	%	05/2030		11,109.8
		Consumer Distribution and Retail	First lien senior secured loan	9.51	%	SOFR (Q)	5.00	%	05/2031		34,354.4
BGIF IV Fearless Utility Services, Inc. ⁽³⁰⁾	1688 W Hibiscus Boulevard, Melbourne, FL 32901	Capital Goods	First lien senior secured revolving loan						06/2030		—
		Capital Goods	First lien senior secured loan	9.45	%	SOFR (M)	5.00	%	06/2031		42,205.5

Table of Contents


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Bizzdesign Holding BV	Capitool 15, 7521 PL Enschede, Netherlands	Software & Services	First lien senior secured loan	9.20	%	Euribor (Q)	6.50	%	10/2031			2,847.5	⁽⁴⁾
Bleriot US Bidco Inc.	Cleeve Business Park, Bishops Cleeve, Cheltenham GL52 8TW, United Kingdom	Capital Goods	First lien senior secured loan	7.08	%	SOFR (Q)	2.75	%	10/2030			4,552.5
BNZ TopCo B.V. ⁽³¹⁾	Hoogoorddreef 15, 1101 BA Amsterdam, Netherlands	Independent Power and Renewable Electricity Producers	Senior subordinated loan	8.60	%	Euribor (Q)	5.75	%	10/2030			11,260.4	⁽⁴⁾
Bobcat Purchaser, LLC and Bobcat Topco, L.P. ⁽³²⁾	2074 Summit Lake Drive, Tallahassee, FL 32317	Software & Services	First lien senior secured loan	9.07	%	SOFR (Q)	4.75	%	06/2030			13,236.7
		Software & Services	Class A-1 units							0.04	%	115.2
Boost Newco Borrower, LLC	8500 Governors Hill Drive, Cincinnati, OH 45249	Software & Services	First lien senior secured loan	6.83	%	SOFR (Q)	2.50	%	01/2031			22,432.5
BR PJK Produce, LLC	3310 75th Avenue, Landover, MD 20785	Consumer Distribution and Retail	First lien senior secured loan	10.71	%	SOFR (Q)	6.25	%	11/2027			2,698.2
		Consumer Distribution and Retail	First lien senior secured loan	10.99	%	SOFR (Q)	6.25	%	11/2027			457.5
Bracket Intermediate Holding Corp.	785 Arbor Way, Blue Bell, PA 19422	Health Care Equipment and Services	First lien senior secured loan	8.58	%	SOFR (Q)	4.25	%	05/2028			33,734.8
BradyPlus Holdings, LLC ⁽³³⁾	7055 S Lindell Road, Las Vegas, NV 89118	Consumer Distribution and Retail	First lien senior secured loan	9.52	%	SOFR (M)	5.00	%	10/2029			31,287.1
		Consumer Distribution and Retail	First lien senior secured loan	9.40	%	SOFR (Q)	5.00	%	10/2029			198.0
Broadcast Music, Inc. ⁽³⁴⁾	7 World Trade Center, 250 Greenwich Street, New York, NY 10007	Media & Entertainment	First lien senior secured loan	10.39	%	SOFR (Q)	5.75	%	02/2030			29,467.3
Broadstreet Partners, Inc.	580 N 4th Street, Suite 560 , Columbus, OH 43215	Insurance	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	06/2031			31,990.1
BROOKP 2024-1	345 Park Avenue, New York, NY 10154	Investment Funds and Vehicles	Collaterized loan obligation	11.12	%	SOFR (Q)	6.50	%	04/2037			1,024.1	⁽⁴⁾
Brown Group Holding, LLC	345 Park Avenue, New York, NY 10154	Capital Goods	First lien senior secured loan	6.90	%	SOFR (M)	2.50	%	07/2031			31,502.2
BSP 2016-9	1 Madison Avenue, Suite 1600, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	10.52	%	SOFR (Q)	5.90	%	10/2037			3,148.7	⁽⁴⁾
BSP 2018-14	1 Madison Avenue, Suite 1600, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	10.74	%	SOFR (Q)	6.15	%	10/2037			5,633.8	⁽⁴⁾
BSP 2022-28	1 Madison Avenue, Suite 1600, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	9.96	%	SOFR (Q)	5.40	%	10/2037			501.4	⁽⁴⁾
BSP 2024-34	1 Madison Avenue, Suite 1600, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	11.33	%	SOFR (Q)	6.70	%	07/2037			1,287.9	⁽⁴⁾
BSP 2024-35	1 Madison Avenue, Suite 1600, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	10.73	%	SOFR (Q)	6.10	%	04/2037			1,273.2	⁽⁴⁾
BSP 2024-37	1 Madison Avenue, Suite 1600, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	12.50	%				01/2038			8,430.0	⁽⁴⁾
BSP 2024-38A	1 Madison Avenue, Suite 1600, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	9.31	%	SOFR (Q)	5.00	%	01/2038			3,769.5	⁽⁴⁾
BTCP 2023-1	850 Library Avenue, Suite 204, Newark, DE 19711	Investment Funds and Vehicles	Collaterized loan obligation	11.10	%	SOFR (M)	6.50	%	09/2030			6,100.0	⁽⁴⁾
Bulldog Purchaser Inc.	1 Lombard Street, San Francisco, CA 94111	Consumer Services	First lien senior secured loan	8.58	%	SOFR (Q)	4.25	%	06/2031			6,621.9
		Consumer Services	First lien senior secured loan	8.34	%	SOFR (S)	3.75	%	06/2031			1,031.0
Bumble Bidco Limited ⁽³⁵⁾	The Victory Offices, 112 Victory Road, Blackpool FY1 3NW, United Kingdom	Consumer Services	First lien senior secured loan	11.49	%	SONIA (Q)	6.75	%	10/2030			6,645.7	⁽⁴⁾
Burgess Point Purchaser Corporation	29627 Renaissance Boulevard, Daphne, AL 36526	Capital Goods	First lien senior secured loan	9.68	%	SOFR (Q)	5.25	%	07/2029			61,814.9
BW Holding, Inc.	20 Carter Drive, Guilford, CN 06437	Materials	First lien senior secured loan	8.66	%	SOFR (Q)	4.00	%	12/2028			12,916.0
BX 2024-SLCT	345 Park Avenue, New York, NY 10154	Investment Funds and Vehicles	Commercial mortgage-backed security	7.84	%	SOFR (M)	3.39	%	01/2040			24,139.8	⁽⁴⁾
Caesars Entertainment Inc	1 Caesars Palace Drive, Las Vegas, NV 89109	Consumer Services	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%	02/2030			8,099.1	⁽⁴⁾
		Consumer Services	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%	02/2031			7,702.7	⁽⁴⁾
Calpine Corp	717 Texas Avenue, Suite 1000, Houston, TX 77002	Independent Power and Renewable Electricity Producers	First lien senior secured loan	6.12	%	SOFR (M)	1.75	%	12/2027			5,974.8
Cambrex Corporation	1 Meadowlands Plaza, East Rutherford, NJ 07073	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	7.96	%	SOFR (M)	3.50	%	12/2026			44,820.7

Table of Contents


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Cannon Bridge Designated Activity Company ⁽³⁶⁾	2 Dockland Central, Guild Street, North Dock, Dublin D01 K2C5, Ireland	Financial Services	Private asset-backed investment	10.56	%	Euribor (S)	7.50	%	10/2033			680.0	⁽⁴⁾
		Financial Services	Private asset-backed investment	5.71	%	Euribor (S)	2.65	%	10/2033			680.0	⁽⁴⁾
		Financial Services	Private asset-backed investment	12.32	%	SOFR (S)	7.50	%	10/2033			43.9	⁽⁴⁾
		Financial Services	Private asset-backed investment	7.47	%	SOFR (S)	2.65	%	10/2033			43.9	⁽⁴⁾
Cast & Crew LLC	2300 Empire Avenue, 5th Floor, Burbank, CA 91504	Software & Services	First lien senior secured loan	8.11	%	SOFR (M)	3.75	%	12/2028			9,651.7
CAVU 2021-1	295 Madison Avenue, 6th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	11.63	%	SOFR (Q)	7.00	%	07/2037			1,006.3	⁽⁴⁾
CBTS Borrower, LLC and CBTS TopCo, L.P.	25 Merchant Street, Cincinnati, OH 45246	Software & Services	First lien senior secured loan	12.50	%	SOFR (Q)	8.00	%	12/2030			7,315.0
		Software & Services	Series A-2 preferred shares							0.27	%	1,200.0
CCC Intelligent Solutions Inc.	222 Merchandise Mart Plaza, Suite 900, Chicago, IL 60654	Software & Services	First lien senior secured loan	6.72	%	SOFR (M)	2.25	%	09/2028			10,960.6	⁽⁴⁾
CEDF 2021-14	6300 C Street SW, Cedar Rapids, IA 52404	Investment Funds and Vehicles	Collaterized loan obligation	15.40	%				07/2033			975.2	⁽⁴⁾
Celnor Group Limited ⁽³⁸⁾	Beaumont Midtown, 322 High Holborn, London WC1V 7PB, United Kingdom	Commercial & Professional Services	First lien senior secured loan	9.70	%	SONIA (Q)	5.00	%	08/2031			4,137.9	⁽⁴⁾
Centralsquare Technologies, LLC and Supermoose Newco, Inc. ⁽³⁹⁾	1000 Business Center Drive, Lake Mary, FL 32746	Software & Services	First lien senior secured revolving loan						04/2030			—
		Software & Services	First lien senior secured loan	10.63% (3.50	% PIK)	SOFR (M)	6.25	%	04/2030			38,765.9
		Software & Services	Series A preferred stock	15.00	% PIK					6.90	%	25,293.7
Century De Buyer LLC	1230 Avenue of the Americas, New York, NY 10020	Consumer Services	First lien senior secured loan	7.90	%	SOFR (S)	3.50	%	10/2030			23,813.0
Cezanne Bidco ⁽⁴⁰⁾	3 Boulevard de Sebastopol, 75001 Paris, France	Financial Services	First lien senior secured loan	9.18	%	Euribor (Q)	6.50	%	10/2031			10,723.4	⁽⁴⁾
CFC Funding LLC	21300 Coach Gibbs Drive, Ashburn, VA 20147	Media & Entertainment	Loan instrument units	9.75	% PIK					3.53	%	5,829.3	⁽⁴⁾
CGMS 2019-2	1 Vanderbilt Avenue, Suite 3400, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	11.83	%	SOFR (Q)	7.00	%	10/2037			4,526.6	⁽⁴⁾
CGMS 2022-2	1 Vanderbilt Avenue, Suite 3400, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	11.51	%	SOFR (Q)	6.95	%	01/2038			2,913.0	⁽⁴⁾
CGMS 2022-5	1 Vanderbilt Avenue, Suite 3400, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	12.20	%	SOFR (Q)	7.10	%	10/2037			4,321.1	⁽⁴⁾
CGMS 2023-1	1 Vanderbilt Avenue, Suite 3400, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	9.72	%	SOFR (Q)	5.10	%	07/2035			1,271.5	⁽⁴⁾
CGMS 2023-2	1 Vanderbilt Avenue, Suite 3400, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	9.62	%	SOFR (Q)	5.00	%	07/2036			2,044.5	⁽⁴⁾
CGMS 2024-1	1 Vanderbilt Avenue, Suite 3400, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	11.58	%	SOFR (Q)	6.92	%	04/2037			1,126.8	⁽⁴⁾
CGMS 2024-2	1 Vanderbilt Avenue, Suite 3400, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	11.48	%	SOFR (Q)	6.85	%	04/2037			1,544.1	⁽⁴⁾
CGMS 2024-3	1 Vanderbilt Avenue, Suite 3400, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	11.70	%	SOFR (Q)	6.40	%	07/2036			2,680.9	⁽⁴⁾
CGMS 2024-5	1 Vanderbilt Avenue, Suite 3400, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	12.60	%				10/2036			2,487.9	⁽⁴⁾
		Investment Funds and Vehicles	Collaterized loan obligation	10.20	%	SOFR (Q)	5.65	%	10/2036			1,537.6	⁽⁴⁾
Charlotte Buyer, Inc.	655 Brawley School Road, Suite 200, Mooresville, NC 28117	Health Care Equipment and Services	First lien senior secured loan	9.14	%	SOFR (M)	4.75	%	02/2028			17,547.9
Chart Industries, Inc.	3055 Torrington Drive, Ball Ground, GA 30107	Capital Goods	First lien senior secured loan	7.09	%	SOFR (Q)	2.50	%	03/2030			6,434.9	⁽⁴⁾
Charter Communications Operating, LLC	400 Washington Boulevard, Stamford, CT 06902	Media & Entertainment	First lien senior secured loan	6.78	%	SOFR (S)	2.25	%	11/2031			24,141.8	⁽⁴⁾
Charter Next Generation, Inc.	1264 E High Street, Milton, WI 53563	Materials	First lien senior secured loan	7.53	%	SOFR (M)	3.00	%	11/2030			47,125.2
Chillaton Bidco Limited ⁽⁴¹⁾	45 Mortimer Street, 3rd Floor, London W1W 8HJ, United Kingdom	Capital Goods	First lien senior secured loan	11.22	%	SONIA (S)	6.50	%	05/2031			5,089.1	⁽⁴⁾
Chobani, LLC	147 State Highway 320, Norwich, NY 13815	Food & Beverage	First lien senior secured loan	7.72	%	SOFR (M)	3.25	%	10/2027			9,127.2
		Food & Beverage	First lien senior secured loan	8.11	%	SOFR (M)	3.75	%	10/2027			8,866.7
CIFC 2018-1	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	9.72	%	SOFR (Q)	5.25	%	01/2038			834.0	⁽⁴⁾
CIFC 2020-4	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	9.33	%	SOFR (Q)	4.90	%	01/2040			5,528.6	⁽⁴⁾
CIFC 2021-1	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	10.63	%	SOFR (Q)	6.00	%	07/2037			1,853.0	⁽⁴⁾
CIFC 2021-4	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	11.37	%	SOFR (Q)	6.20	%	07/2037			1,027.6	⁽⁴⁾
CIFC 2021-5	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	9.41	%	SOFR (Q)	5.10	%	01/2038			3,517.5	⁽⁴⁾
CIFC 2022-5	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	8.55	%	SOFR (Q)	3.90	%	01/2037			6,132.8	⁽⁴⁾
CIFC 2022-6	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	10.36	%	SOFR (Q)	5.75	%	10/2038			447.9	⁽⁴⁾
CIFC 2022-7	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	9.91	%	SOFR (Q)	5.35	%	01/2038			689.5	⁽⁴⁾
CIFC 2024-1	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	11.23	%	SOFR (Q)	6.60	%	04/2037			386.0	⁽⁴⁾
CIFC 2024-2	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	11.03	%	SOFR (Q)	6.40	%	04/2037			2,057.6	⁽⁴⁾
CIFC 2024-4	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	12.70	%				10/2037			2,511.0	⁽⁴⁾
CIFC 2024-5	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	9.48	%	SOFR (Q)	5.15	%	01/2038			4,020.8	⁽⁴⁾

Table of Contents


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
City Line Distributors LLC and City Line Investments LLC ⁽⁴²⁾	20 Industry Drive Ext, West Haven, CT 06516	Consumer Distribution and Retail	First lien senior secured loan	10.48	%	SOFR (M)	6.00	%	08/2028			2,767.2
		Consumer Distribution and Retail	Class A units	8.00	% PIK					0.10	%	131.0
Clarios Global LP	Florist Tower, 5757 N Green Bay Avenue, Milwaukee, WI 53201	Automobiles & Components	First lien senior secured loan	6.86	%	SOFR (M)	2.50	%	05/2030			12,681.0
Cliffwater LLC ⁽⁴³⁾	4640 Admiralty Way, 11th Floor, Marina del Rey, CA 90292	Financial Services	First lien senior secured loan	8.86	%	SOFR (M)	4.50	%	10/2030			10,946.7	⁽⁴⁾
Cloud Software Group, Inc. and Picard Parent, Inc.	851 W Cypress Creek Road, Fort Lauderdale, FL 33309	Software & Services	First lien senior secured loan	7.83	%	SOFR (Q)	3.50	%	03/2029			55,411.4
		Software & Services	First lien senior secured loan	8.08	%	SOFR (Q)	3.75	%	03/2031			54,633.9
		Software & Services	First lien senior secured notes	8.25	%				06/2032			103.1
		Software & Services	Second lien senior secured notes	9.00	%				09/2029			13,300.3
ClubCorp Holdings, Inc.	3030 LBJ Freeway, Suite 600, Dallas, TX 75234	Consumer Services	First lien senior secured loan	9.59	%	SOFR (Q)	5.00	%	09/2026			43,047.0
CNT Holdings I Corp	261 W Data Drive, Draper, UT 84020	Health Care Equipment and Services	First lien senior secured loan	8.09	%	SOFR (Q)	3.50	%	11/2027			49,727.5
Collision SP Subco, LLC ⁽⁴⁴⁾	2300 Briggs Road, Columbus, OH 43223	Automobiles & Components	First lien senior secured revolving loan	10.09	%	SOFR (Q)	5.50	%	01/2030			52.9
		Automobiles & Components	First lien senior secured loan	10.09	%	SOFR (Q)	5.50	%	01/2030			4,592.6
Confluent Medical Technologies, Inc.	47533 Westinghouse Drive, Fremont, CA 94539	Health Care Equipment and Services	First lien senior secured loan	7.85	%	SOFR (Q)	3.25	%	02/2029			30,592.9
ConnectWise, LLC	400 N Tampa Street, Suite 130, Tampa, FL 33602	Technology Hardware & Equipment	First lien senior secured loan	8.09	%	SOFR (Q)	3.50	%	09/2028			46,643.2
Conservice Midco, LLC	750 S Gateway Drive, River Heights, UT 84321	Software & Services	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%	05/2027			36,344.0
		Software & Services	Second lien senior secured loan	9.61	%	SOFR (M)	5.25	%	05/2028			17,234.2
Constellation Wealth Capital Fund, L.P. ⁽⁴⁵⁾	609 W Randolph Street, Chicago, IL 60661	Investment Funds and Vehicles	Limited partner interests							0.19	%	1,834.1	⁽⁴⁾
Corient Holdings, Inc.	2 S Biscayne Boulevard, Suite 3200, Miami, FL 33131	Financial Services	Series A preferred stock							1.50	%	22,832.9
Corporation Service Company	2711 Centerville Road, Suite 400, Wilmington, DE 19808	Commercial & Professional Services	First lien senior secured loan	6.86	%	SOFR (M)	2.50	%	11/2029			6,040.1
Coupa Holdings, LLC and Coupa Software Incorporated ⁽⁴⁶⁾	1855 S Grant Street, San Mateo, CA 94402	Software & Services	First lien senior secured loan	10.09	%	SOFR (Q)	5.50	%	02/2030			4,567.2
CP Atlas Buyer Inc	1521 N Cooper Street, Suite 500, Arlington, TX 76011	Capital Goods	First lien senior secured loan	8.21	%	SOFR (M)	3.75	%	11/2027			5,918.4
CPI Holdco B, LLC	5454 W 110th Street, Overland Park, KS 66211	Financial Services	First lien senior secured loan	6.78	%	SOFR (Q)	2.25	%	05/2031			29,173.5	⁽⁴⁾
		Financial Services	First lien senior secured loan	6.36	%	SOFR (M)	2.00	%	05/2031			5,283.4	⁽⁴⁾
CPIG Holdco Inc. ⁽⁴⁷⁾	970 Campus Drive, Mundelein, IL 60060	Capital Goods	First lien senior secured revolving loan	9.44	%	SOFR (Q)	4.75	%	04/2028			0.5
		Capital Goods	First lien senior secured loan	11.69	%	SOFR (Q)	7.00	%	04/2028			14,812.5
CPPIB OVM Member U.S. LLC	1 Queen Street E, Suite 2500, Toronto, ON M5C 2W5, Canada	Energy	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%	08/2031			11,284.0
CPTPK 2024-1	345 Park Avenue, New York, NY 10154	Investment Funds and Vehicles	Collaterized loan obligation	10.62	%	SOFR (Q)	6.00	%	07/2037			1,442.2	⁽⁴⁾
CQP Holdco L.P.	345 Park Avenue, New York, NY 10154	Gas Utilities	First lien senior secured loan	6.33	%	SOFR (Q)	2.00	%	12/2030			5,005.0	⁽⁴⁾
Cradle Lux Bidco S.A.R.L. ⁽⁴⁸⁾	100 Cummings Center, Beverly, MA 01915	Health Care Equipment and Services	First lien senior secured loan	10.09	%	SOFR (S)	5.50	%	11/2031			3,201.7	⁽⁴⁾
		Health Care Equipment and Services	First lien senior secured loan	8.28	%	Euribor (S)	5.50	%	11/2031			9,006.3	⁽⁴⁾
Creative Artists Agency, LLC	2000 Avenue of the Stars, Los Angeles, CA 90067	Media & Entertainment	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%	10/2031			40,708.0
Creek Parent, Inc. and Creek Feeder, L.P. ⁽⁴⁹⁾	14 School House Road, Somerset, NJ 08873	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	9.63	%	SOFR (S)	5.25	%	12/2031			121,658.2
		Pharmaceuticals, Biotechnology & Life Sciences	Limited partnership interest							6.14	%	4,209.0
Cross Financial Corp.	491 Main Street, Bangor, ME 04401	Insurance	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	10/2031			9,708.8
Crown Equipment Corporation	40 S Washington Street, New Bremen, OH 45869	Capital Goods	First lien senior secured loan	6.94	%	SOFR (M)	2.50	%	10/2031			7,160.6
Cube Industrials Buyer, Inc. and Cube A&D Buyer Inc.	30 Corporate Drive, Suite 200, Burlington, MA 01803	Capital Goods	First lien senior secured loan	8.13	%	SOFR (Q)	3.50	%	10/2031			19,522.1
Curia Global, INC.	26 Corporate Circle, AlbaNew York, NY 12203	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	8.44	%	SOFR (Q)	3.75	%	08/2026			30,444.3
Curium BidCo S.a r.l.	111 W Port Plaza , St. Louis, MO 63146	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	7.96	%	SOFR (S)	3.50	%	07/2029			18,488.6	⁽⁴⁾

Table of Contents


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
CWC Fund I Co-Invest (ALTI) LP	609 W Randolph Street, Chicago, IL 60661	Investment Funds and Vehicles	Limited partnership interests							4.44	%	7,171.9	⁽⁴⁾
Da Vinci Purchaser Corp.	11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%	01/2027			52,436.4
Databricks, Inc. ⁽⁵⁰⁾	160 Spear Street, 15th floor, San Francisco, CA 94105	Software & Services	First lien senior secured loan	8.81	%	SOFR (S)	4.50	%	12/2030			3,262.3
Davidson Hotel Company LLC ⁽⁵¹⁾	1 Ravinia Drive, Suite 1600, Atlanta, GA 30346	Consumer Services	First lien senior secured revolving loan	9.36	%	SOFR (M)	5.00	%	10/2031			575.4
		Consumer Services	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%	10/2031			6,818.6
Delta 2 (Lux) Sarl	9 Rue de Bitbourg, 1273 Hamm, Luxembourg	Consumer Durables & Apparel	First lien senior secured loan	6.60	%	SOFR (S)	2.00	%	09/2031			10,351.7	⁽⁴⁾
		Consumer Durables & Apparel	First lien senior secured loan	6.33	%	SOFR (Q)	2.00	%	09/2031			5,175.8	⁽⁴⁾
Delta Topco, Inc.	2390 Mission College Boulevard, Suite 501, Santa Clara, CA 95054	Telecommunication Services	First lien senior secured loan	8.20	%	SOFR (Q)	3.50	%	11/2029			25,051.3
Demakes Borrower, LLC ⁽⁵²⁾	37 Waterhill Street, Lynn, MA 01905	Food & Beverage	First lien senior secured loan	10.45	%	SOFR (M)	6.00	%	12/2029			11,590.2
Diamond Mezzanine 24 LLC ⁽⁵³⁾	50 Rockefeller Plaza, New York, NY 10020	Insurance	First lien senior secured revolving loan	11.50	%	Base Rate (Q)	4.00	%	10/2030			3,712.5
		Insurance	First lien senior secured loan	9.59	%	SOFR (Q)	5.00	%	10/2030			55,687.5
Diligent Corporation ⁽⁵⁴⁾	1385 Broadway, 19th Floor, New York, NY 10018	Software & Services	First lien senior secured revolving loan						08/2030			—
		Software & Services	First lien senior secured loan	10.09	%	SOFR (S)	5.00	%	08/2030			20,988.5
Dorado Bidco, Inc. ⁽⁵⁵⁾	176 N Racine Avenue, Chicago, IL 60607	Commercial & Professional Services	First lien senior secured revolving loan						09/2031			—
		Commercial & Professional Services	First lien senior secured loan	9.08	%	SOFR (S)	4.50	%	09/2031			6,039.9
DOXA Insurance Holdings LLC and Rocket Co-Invest, SLP ⁽⁵⁶⁾	101 E Washington Boulevard, Fort Wayne, IN 46802	Insurance	First lien senior secured loan	9.67	%	SOFR (Q)	5.25	%	12/2030			39,590.1	⁽⁴⁾
		Insurance	Limited partnership interests							0.57	%	4,589.5	⁽⁴⁾
DP Flores Holdings, LLC ⁽⁵⁷⁾	2013 W Morehead Street, Charlotte, NC 28208	Commercial & Professional Services	First lien senior secured loan	10.83% (3.00	% PIK)	SOFR (Q)	6.50	%	09/2030			52,049.1
DriveCentric Holdings, LLC ⁽⁵⁸⁾	12900 Maurer Industrial Drive, Saint Louis, MO 63127	Software & Services	First lien senior secured loan	9.27	%	SOFR (Q)	4.75	%	08/2031			16,479.6
Drogon Bidco Inc. & Drogon Aggregator LP ⁽⁵⁹⁾	5 Penn Plaza, 19th Floor, New York, NY 10001	Commercial & Professional Services	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%	08/2031			25,801.5
		Commercial & Professional Services	Class A-2 common units							0.80	%	4,078.2
DRSLF 2022-104	655 Broad Street, 8th Floor, Newark, NJ 07102	Investment Funds and Vehicles	Collaterized loan obligation	11.92	%	SOFR (Q)	7.40	%	08/2034			5,815.1	⁽⁴⁾
Dundee Eros, LP	’s-Gravelandseweg 80, 1217 EW Hilversum, Netherlands	Media & Entertainment	Limited partnership interest							0.45	%	4,283.0
Duraserv LLC ⁽⁶⁰⁾	11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025	Commercial & Professional Services	First lien senior secured loan	8.90	%	SOFR (M)	4.50	%	06/2031			26,781.1
Dynamo US Bidco Inc.	Vogelweiherstrasse 1/15, Nurnberg, 90441, Germany	Automobiles & Components	First lien senior secured loan	8.26	%	SOFR (S)	4.00	%	10/2031			16,845.0	⁽⁴⁾
Dynasty Acquisition Co., Inc.	6710 N Scottsdale Road, Suite 250, Scottsdale, AZ 85253	Capital Goods	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%	10/2031			20,260.7
Eagle Parent Corp.	2250 Pilot Knob Road, Suite 100, Mendota Heights, MN 55120	Commercial & Professional Services	First lien senior secured loan	8.58	%	SOFR (Q)	4.25	%	04/2029			8,509.1
Echo Purchaser, Inc. ⁽⁶¹⁾	2325 Dulles Corner Boulevard, Herndon, VA 20171	Software & Services	First lien senior secured revolving loan	12.00	%	Base Rate (Q)	4.50	%	11/2029			2,704.5
		Software & Services	First lien senior secured loan	9.86	%	SOFR (M)	5.50	%	11/2029			25,987.5
ECi Macola/MAX Holding, LLC	9 E Loockerman Street, Suite 311, Dover, DE 19901	Software & Services	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%	05/2030			13,424.3
Eclipse Topco, Inc., Eclipse Investor Parent, L.P. and Eclipse Buyer, Inc. ⁽⁶²⁾	3700 N Capital of Texas Highway, Austin, TX 78746	Software & Services	First lien senior secured loan	9.26	%	SOFR (M)	4.75	%	09/2031			115,203.8
		Software & Services	Preferred units	12.50	% PIK					0.98	%	3,096.5
		Software & Services	Class A common units							0.04	%	261.0
Edmunds Govtech, Inc. ⁽⁶³⁾	301 Tilton Road, Northfield, NJ 08225	Software & Services	First lien senior secured revolving loan	8.33	%	SOFR (Q)	4.00	%	02/2030			301.4
		Software & Services	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%	02/2031			3,122.9

Table of Contents


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
EFS Cogen Holdings I LLC	2581 Brunswick Avenue, Linden, NJ 07036	Independent Power and Renewable Electricity Producers	First lien senior secured loan	8.11	%	SOFR (Q)	3.50	%	10/2031			5,987.4
Electron Bidco Inc.	4001 Kennett Pike, Suite 302, Wilmington, DE 19807	Health Care Equipment and Services	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%	11/2028			42,021.3
ELM12 2021-5	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	10.47	%	SOFR (Q)	5.90	%	10/2037			1,509.6	⁽⁴⁾
ELM24 2023-3	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	9.55	%	SOFR (Q)	5.10	%	01/2038			2,009.7	⁽⁴⁾
ELM27 2024-3	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	10.88	%	SOFR (Q)	6.25	%	04/2037			2,050.5	⁽⁴⁾
ELM29 2024-5	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	11.02	%	SOFR (Q)	6.40	%	04/2037			3,615.4	⁽⁴⁾
ELM30 2024-6	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	10.55	%	SOFR (Q)	5.25	%	07/2037			1,272.1	⁽⁴⁾
ELM32 2024-8	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	12.42	%				10/2037			2,340.8	⁽⁴⁾
ELM35 2024-11	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	11.20	%				10/2037			1,505.4	⁽⁴⁾
ELM37 2024-13	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	9.11	%	SOFR (Q)	4.75	%	01/2038			3,015.0	⁽⁴⁾
ELMW1 2019-1	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	8.37	%	SOFR (Q)	3.75	%	04/2037			6,126.5	⁽⁴⁾
ELMW4 2020-1	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	10.78	%	SOFR (Q)	6.15	%	04/2037			2,593.1	⁽⁴⁾
ELMW8 2021-1	575 5th Avenue, 34th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	10.87	%	SOFR (Q)	6.25	%	04/2037			5,137.6	⁽⁴⁾
Emerald Debt Merger Sub LLC	8100 W Florissant Avenue, St. Louis, MO 63136	Technology Hardware & Equipment	First lien senior secured loan	6.93	%	SOFR (S)	2.50	%	05/2030			21,991.2
		Technology Hardware & Equipment	First lien senior secured loan	6.83	%	SOFR (Q)	2.50	%	08/2031			20,553.5
Empower Payments Investor, LLC ⁽⁶⁴⁾	1131 4th Avenue S, Nashville, TN 37210	Health Care Equipment and Services	First lien senior secured loan	8.86	%	SOFR (M)	4.50	%	03/2031			12,233.1
Endeavor Bidco LLC and Endeavor TopCo, Inc.	225 Liberty Street, 10th Floor, New York, NY 10281	Financial Services	First lien senior secured loan	8.58	%	SOFR (Q)	4.25	%	08/2029			8,225.9
		Financial Services	Class A common units							0.32	%	2,540.0
Ensemble RCM, LLC	11511 Reed Hartman Highway, Cincinnati, OH 45241	Health Care Equipment and Services	First lien senior secured loan	7.59	%	SOFR (Q)	3.00	%	08/2029			35,351.9
Ensono, Inc.	3333 Finley Road, Downers Grove, IL 60515	Software & Services	First lien senior secured loan	8.47	%	SOFR (M)	4.00	%	05/2028			33,291.9
Envisage Management Ltd ⁽⁶⁵⁾	Devonshire House Office 129, Wade Road, Basingstoke RG24 8PE, United Kingdom	Health Care Equipment and Services	First lien senior secured loan	9.74% (2.00	% PIK)	SONIA (Q)	5.00	%	04/2031			3,146.9	⁽⁴⁾
		Health Care Equipment and Services	First lien senior secured loan	12.22% (2.00	% PIK)	SONIA (Q)	7.50	%	04/2031			2,258.6	⁽⁴⁾
Epicor Software Corporation	804 Las Cimas Parkway, Austin, TX 78746	Software & Services	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%	05/2031			39,013.5
Equinox Holdings, Inc.	31 Hudson Yards, New York, NY 10001	Consumer Services	First lien senior secured loan	12.58% (4.13	% PIK)	SOFR (Q)	8.25	%	03/2029			43,091.2
		Consumer Services	Second lien senior secured loan	16.00	% PIK				06/2027			3,803.5
eResearch Technology, Inc.	1818 Market Street, Philadelphia, PA 19103	Software & Services	First lien senior secured loan	8.36	%	SOFR (M)	4.00	%	02/2027			73,444.3
		Software & Services	Second lien senior secured loan	12.46	%	SOFR (M)	8.00	%	02/2028			8,904.5
Eternal Aus Bidco Pty Ltd ⁽⁶⁶⁾	40 Mount Street, Level 5, North Sydney NSW 2060, Australia	Consumer Services	First lien senior secured loan	10.72	%	BBSY (Q)	6.25	%	11/2029			6,346.1	⁽⁴⁾
Excel Fitness Consolidator LLC ⁽⁶⁷⁾	1901 W Braker Lane, Austin, TX 78758	Consumer Services	First lien senior secured loan	9.83	%	SOFR (Q)	5.50	%	04/2029			10,233.8
Excelitas Technologies Corp. ⁽⁶⁸⁾	200 West Street, Waltham, MA 02451	Technology Hardware & Equipment	First lien senior secured loan	9.61	%	SOFR (M)	5.25	%	08/2029			32,500.0
Expereo USA, Inc. and Ristretto Bidco B.V. ⁽⁶⁹⁾	Thomas R Malthusstraat 3A, 1066 JR Amsterdam, Netherlands	Telecommunication Services	First lien senior secured loan	10.40	%	SOFR (Q)	6.00	%	12/2030			54,617.7	⁽⁴⁾
FCG Acquisitions, Inc.	3915 Shopton Road, Charlotte, NC 28217	Capital Goods	First lien senior secured loan	8.22	%	SOFR (M)	3.75	%	03/2028			20,417.5

Table of Contents


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Fertitta Entertainment, LLC	1510 W Loop S, Houston, TX 77027	Consumer Services	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%	01/2029			31,840.8
Fever Labs, Inc. ⁽⁷⁰⁾	76 Greene Street, New York, NY 10012	Media & Entertainment	First lien senior secured revolving loan	11.00	%				11/2028			5,974.0
		Media & Entertainment	First lien senior secured loan	11.00	%				11/2028			20,625.7
		Media & Entertainment	Series E-5 Convertible Shares							0.05	%	1,477.2
Financiere Mendel	7 Rue Vignon, Paris, 75008, France	Health Care Equipment and Services	First lien senior secured loan	7.77	%	SOFR (Q)	3.25	%	11/2030			7,979.7	⁽⁴⁾
Finastra USA, Inc., DH Corporation/Societe DH, and Finastra Europe S.A R.L. ⁽⁷¹⁾	4 Kingdom Street, London W2 6BD, United Kingdom	Software & Services	First lien senior secured loan	11.65	%	SOFR (Q)	7.25	%	09/2029			22,480.5	⁽⁴⁾
FinEquity Holdings, LLC	347 Don Shula Drive, Miami Gardens, FL 33056	Media & Entertainment	Class A common interest							2.00	%	138,844.9
		Media & Entertainment	Class A common interest							2.00	%	4,056.2
		Media & Entertainment	Class A common interest							2.00	%	1,000.5
First Student Bidco Inc.	191 Rosa Parks Street, 8th Floor, Cincinnati, OH 45202	Transportation	First lien senior secured loan	6.89	%	SOFR (S)	2.50	%	07/2028			27,984.5
		Transportation	First lien senior secured loan	6.89	%	SOFR (S)	2.50	%	07/2028			7,395.3
Fitness Ventures Holdings, Inc. and Meaningful Partners Fitness Ventures Co-Investment LP ⁽⁷²⁾	999 Douglas Avenue, Altamonte Springs, FL 32714	Consumer Services	First lien senior secured revolving loan	8.36	%	SOFR (M)	4.00	%	08/2030			2,368.9
		Consumer Services	First lien senior secured loan	9.86	%	SOFR (M)	5.50	%	08/2031			35,733.8
		Consumer Services	Common units							4.88	%	13,471.3
FL Hawk Intermediate Holdings, Inc. ⁽⁷³⁾	3145 Medlock Bridge Road, Norcross, GA 30071	Technology Hardware & Equipment	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%	02/2030			7,853.0
Flexsys Holdings, Inc.	260 Springside Drive, Akron, OH 44333	Materials	First lien senior secured loan	9.84	%	SOFR (Q)	5.25	%	11/2028			7,754.0
Flint OpCo, LLC ⁽⁷⁴⁾	4550 Main Street, Suite 220, Kansas City, MO 64111	Consumer Services	First lien senior secured loan	9.11	%	SOFR (Q)	4.75	%	08/2030			11,715.9
FlyWheel Acquireco, Inc. ⁽⁷⁵⁾	6600 Kalanianaole Highway, Suite 200, Honolulu, HI 96825	Commercial & Professional Services	First lien senior secured revolving loan	10.86	%	SOFR (M)	6.50	%	05/2028			1,071.4
		Commercial & Professional Services	First lien senior secured loan	10.86	%	SOFR (M)	6.50	%	05/2030			13,225.4
Focus Financial Partners, LLC ⁽⁷⁶⁾	875 3rd Avenue, 28th Floor, New York, NY 10022	Financial Services	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	09/2031			31,870.0
Freeport LNG investments, LLLP	333 Clay Street, Suite 5050, Houston, TX 77002	Energy	First lien senior secured loan	7.88	%	SOFR (Q)	3.00	%	11/2026			39,758.6
		Energy	First lien senior secured loan	8.38	%	SOFR (Q)	3.50	%	12/2028			2,007.2
Gainwell Acquisition Corp.	9 W 57th Street, 32nd Floor, New York, NY 10019	Health Care Equipment and Services	First lien senior secured loan	8.43	%	SOFR (Q)	4.00	%	10/2027			24,598.2
Gates Global LLC	1144 15th Street, Denver, CO 80202	Capital Goods	First lien senior secured loan	6.11	%	SOFR (M)	1.75	%	11/2029			853.8	⁽⁴⁾
GC Waves Holdings, Inc.⁽⁷⁷⁾	1200 17th Street, Denver, CO 80202	Financial Services	First lien senior secured loan	9.21	%	SOFR (M)	4.75	%	10/2030			7,539.2	⁽⁴⁾
GCBSL 2022-60	150 S Wacker Drive, Suite 800, Chicago, IL 60606	Investment Funds and Vehicles	Collaterized loan obligation	10.63	%	SOFR (Q)	6.00	%	10/2034			2,364.9	⁽⁴⁾
GCBSL 2024-77	150 S Wacker Drive, Suite 800, Chicago, IL 60606	Investment Funds and Vehicles	Collaterized loan obligation	9.20	%	SOFR (Q)	4.85	%	01/2038			1,507.5	⁽⁴⁾
GCM HVAC Holdco, LLC and GCM HVAC Topco, LLC	250 W 55th Street, 36th Floor, New York, NY 10019	Commercial & Professional Services	First lien senior secured loan	14.00	%				09/2031			2,639.9
		Commercial & Professional Services	Class A common units							0.80	%	1,486.5
Gen II Fund Services, LLC	1675 Broadway, 4th Floor, New York, NY 10019	Financial Services	First lien senior secured loan	7.08	%	SOFR (M)	2.75	%	11/2031			50,655.9
Generator US Buyer, Inc. ⁽⁷⁸⁾	6450 Kestrel Road, Mississauga, ON L5T 1Z7, Canada	Capital Goods	First lien senior secured loan	8.42	%	CORRA (Q)	5.25	%	07/2030			6,414.3	⁽⁴⁾
		Capital Goods	First lien senior secured loan	9.58	%	SOFR (S)	5.25	%	07/2030			1,857.3	⁽⁴⁾
		Capital Goods	First lien senior secured loan	8.70	%	CORRA (Q)	5.25	%	07/2030			218.2	⁽⁴⁾
Genesys Cloud Services Holdings I, LLC	1302 El Camino Real, Suite 300, Menlo Park, CA 94025	Software & Services	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	12/2027			32,054.1

Table of Contents


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Gestion ABS Bidco Inc. / ABS Bidco Holdings Inc. ⁽⁷⁹⁾	1155 Boulevard René-Lévesque O, Suite 4100, Montréal, QC H3B 3V2, Canada	Insurance	First lien senior secured loan	8.54	%	CORRA (Q)	5.25	%	03/2031			12,578.0	⁽⁴⁾
GFL Environmental Inc.	100 New Park Place, Suite 500, Vaughan, ON L4K 0H9, Canada	Commercial & Professional Services	First lien senior secured loan	6.61	%	SOFR (Q)	2.00	%	07/2031			6,778.2	⁽⁴⁾
GLM 2022-12	300 Park Avenue, 21st Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	10.32	%	SOFR (Q)	5.70	%	07/2037			2,153.6	⁽⁴⁾
Global Music Rights, LLC ⁽⁸⁰⁾	907 Westwood Boulevard, Los Angeles, CA 90024	Media & Entertainment	First lien senior secured revolving loan	9.10	%	SOFR (Q)	4.75	%	12/2031			1,159.9
		Media & Entertainment	First lien senior secured loan	9.10	%	SOFR (S)	4.75	%	12/2031			134,308.9
GNRT 2	225 Liberty Street, Suite 4210, New York, NY 10281	Investment Funds and Vehicles	Collaterized loan obligation	11.98	%	SOFR (Q)	7.35	%	10/2037			256.2	⁽⁴⁾
GNRT 2022-10	225 Liberty Street, Suite 4210, New York, NY 10281	Investment Funds and Vehicles	Collaterized loan obligation	12.70	%	SOFR (Q)	8.07	%	07/2035			505.8	⁽⁴⁾
GNRT 2023-11	225 Liberty Street, Suite 4210, New York, NY 10281	Investment Funds and Vehicles	Collaterized loan obligation	12.14	%	SOFR (Q)	7.30	%	10/2037			2,320.8	⁽⁴⁾
GNRT 2024-15	225 Liberty Street, Suite 4210, New York, NY 10281	Investment Funds and Vehicles	Collaterized loan obligation	11.32	%	SOFR (Q)	6.70	%	07/2037			2,050.2	⁽⁴⁾
GNRT 2024-18	225 Liberty Street, Suite 4210, New York, NY 10281	Investment Funds and Vehicles	Collaterized loan obligation	12.60	%				01/2038			6,519.0	⁽⁴⁾
GNRT 2024-20	225 Liberty Street, Suite 4210, New York, NY 10281	Investment Funds and Vehicles	Collaterized loan obligation	12.30	%				01/2038			17,977.3	⁽⁴⁾
GNRT 4	225 Liberty Street, Suite 4210, New York, NY 10281	Investment Funds and Vehicles	Collaterized loan obligation	11.52	%	SOFR (Q)	6.90	%	07/2037			2,049.4	⁽⁴⁾
GNRT 6	225 Liberty Street, Suite 4210, New York, NY 10281	Investment Funds and Vehicles	Collaterized loan obligation	11.79	%	SOFR (Q)	7.25	%	10/2037			1,867.6	⁽⁴⁾
GNRT 9	225 Liberty Street, Suite 4210, New York, NY 10281	Investment Funds and Vehicles	Collaterized loan obligation	10.82	%	SOFR (Q)	6.35	%	01/2038			4,031.1	⁽⁴⁾
GOCAP 2024-71	200 Park Avenue, 25th Floor, New York, NY 10166	Investment Funds and Vehicles	Collaterized loan obligation	9.62	%	SOFR (Q)	5.10	%	02/2037			4,584.1	⁽⁴⁾
Golden State Foods LLC	18301 Von Karman Avenue, Suite 1100, Irvine, CA 92612	Consumer Services	First lien senior secured loan	8.77	%	SOFR (M)	4.25	%	10/2031			19,783.0
Goosehead Insurance Holdings, LLC	1500 Solana Boulevard, Building 4, Suite 4500, Westlake, TX 76262	Insurance	First lien senior secured loan	7.83	%	SOFR (S)	3.50	%	12/2031			10,050.0	⁽⁴⁾
Grant Thornton Advisors LLC	171 N Clark Street, Suite 200, Chicago, IL 60601	Commercial & Professional Services	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	06/2031			25,950.8
		Commercial & Professional Services	First lien senior secured loan	7.36	%	SOFR (S)	2.75	%	06/2031			2,498.0
Grifols Worldwide Operations USA, Inc.	13111 Temple Avenue, City Of Industry, CA 91746	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	6.74	%	SOFR (Q)	2.00	%	11/2027			18,331.2	⁽⁴⁾
GS SEER Group Borrower LLC and GS SEER Group Holdings LLC ⁽⁸¹⁾	160 NW Gilman Boulevard, Issaquah, WA 98027	Consumer Services	First lien senior secured loan	11.08	%	SOFR (Q)	6.75	%	04/2030			11,750.0
		Consumer Services	Class A common units							0.01	%	75.3
GSV Purchaser, Inc. ⁽⁸²⁾	100 Newtown Road, Plainview, NY 11803	Capital Goods	First lien senior secured loan	9.30	%	SOFR (M)	4.75	%	08/2031			35,855.8
GTCR Everest Borrower, LLC ⁽⁸³⁾	55 Walls Drive, Fairfield, CT, 06824	Financial Services	First lien senior secured revolving loan						09/2029			—	⁽⁴⁾
GTCR F Buyer Corp. and GTCR (D) Investors LP ⁽⁸⁴⁾	55 Walls Drive, Fairfield, CT 06824	Financial Services	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%	09/2030			12,028.4
		Financial Services	Limited partnership interests							0.04	%	104.8
Guidepoint Security Holdings, LLC ⁽⁸⁵⁾	2201 Cooperative Way, Suite 225, Herndon, VA 20171	Software & Services	First lien senior secured loan	10.36	%	SOFR (M)	6.00	%	10/2029			6,070.2
		Software & Services	First lien senior secured loan	10.36	%	SOFR (M)	6.00	%	10/2029			2,164.2
Gula Buyer Inc.	230 E Riverside Drive, Eagle, ID 83616	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	9.55	%	SOFR (M)	5.00	%	10/2031			148,125.0
Hakken Midco B.V. ⁽⁸⁶⁾	Robijnstraat 76, 1812 RB Alkmaar, Netherlands	Software & Services	First lien senior secured loan	10.80	%	Euribor (S)	7.25	%	07/2030			4,732.3	⁽⁴⁾
Hamilton Projects Acquiror, LLC	1209 Orange Street, Wilmington, DE 19801	Independent Power and Renewable Electricity Producers	First lien senior secured loan	8.11	%	SOFR (M)	3.75	%	05/2031			4,923.3
		Independent Power and Renewable Electricity Producers	First lien senior secured loan	7.33	%	SOFR (S)	3.00	%	05/2031			1,068.6
HAMLN 2024-1	345 Park Avenue, New York, NY 10154	Investment Funds and Vehicles	Collaterized loan obligation	9.96	%	SOFR (Q)	5.40	%	10/2037			2,027.5	⁽⁴⁾
Hanger, Inc. ⁽⁸⁷⁾	10910 Domain Drive, Suite 300, Austin, TX 78758	Health Care Equipment and Services	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%	10/2031			59,261.2
Harbourvest Global Private Equity Limited ⁽⁸⁸⁾	St Julian’s Avenue, St. Peter Port, Guernsey GY1 1WA, Channel Islands	Financial Services	Private asset-backed investment	7.97	%	SOFR (Q)	3.50	%	06/2029			26,000.0
Helios Service Partners, LLC and Astra Service Partners, LLC ⁽⁸⁹⁾	1 California Street, Suite 2900, San Francisco, CA 94111	Consumer Services	First lien senior secured revolving loan						03/2027			—
		Consumer Services	First lien senior secured loan	9.60	%	SOFR (Q)	5.00	%	03/2027			5,611.2
		Consumer Services	First lien senior secured loan	10.87	%	SOFR (Q)	6.00	%	03/2027			3,433.1
Helix Acquisition Holdings, Inc.	9501 Technology Boulevard, Suite 401, Rosemont, NC 60018	Capital Goods	First lien senior secured loan	11.46	%	SOFR (M)	7.00	%	03/2030			14,188.7
HIG Finance 2 Limited	1 Creechurch Place, London EC3A 5AF, United Kingdom	Insurance	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%	04/2030			11,208.7	⁽⁴⁾
Higginbotham Insurance Agency, Inc. and HIG Intermediate, Inc. ⁽⁹⁰⁾	500 W 13th Street, Forth Worth, TX 76102	Insurance	First lien senior secured loan	8.86	%	SOFR (M)	4.50	%	11/2028			2,560.5
		Insurance	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%	11/2028			1,335.6
		Insurance	Series A preferred shares	11.00	% PIK					14.66	%	33,204.4

Table of Contents


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
HighPeak Energy, Inc.	421 W 3rd Street, Forth Worth, TX 76102	Energy	First lien senior secured loan	11.98	%	SOFR (Q)	7.50	%	09/2026			22,500.0	⁽⁴⁾
HighTower Holding, LLC	200 W Madison Street, Suite 2500, Chicago, IL 60606	Financial Services	First lien senior secured loan	8.07	%	SOFR (Q)	3.50	%	04/2028			37,149.5	⁽⁴⁾
Hills Distribution, Inc., Hills Intermediate FT Holdings, LLC and GMP Hills, LP ⁽⁹¹⁾	300 Research Parkway, Meriden, CT 06450	Consumer Distribution and Retail	First lien senior secured revolving loan	8.90	%	SOFR (M)	4.50	%	11/2029			0.6
		Consumer Distribution and Retail	First lien senior secured loan	10.39	%	SOFR (M)	6.00	%	11/2029			4,641.2
		Consumer Distribution and Retail	Limited partnership interests							2.15	%	3,490.8
Horizon US Finco, L.P.	312 Farmington Avenue, Farmington, CT 06032	Consumer Services	First lien senior secured loan	9.08	%	SOFR (S)	4.75	%	12/2031			12,918.8
HP RSS Buyer, Inc. ⁽⁹²⁾	11620 Arbor Street, Omaha, NE 68144	Commercial & Professional Services	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%	12/2029			11,739.2
		Commercial & Professional Services	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%	12/2029			1,626.2
HPCC Parent, Inc. and Patriot Container Corp. ⁽⁹³⁾	6525 Morrison Boulevard, Suite 300, Charlotte, NC 28211	Capital Goods	First lien senior secured loan	13.00% (7.00	% PIK)				09/2030			67,514.0
		Capital Goods	Common stock							12.85	%	3,855.3
Hub International Limited	55 E Jackson Boulevard, 14th Floor, Chicago, IL 60604	Insurance	First lien senior secured loan	7.37	%	SOFR (Q)	2.75	%	06/2030			40,134.6
HuFriedy Group Acquisition LLC ⁽⁹⁴⁾	13413 Galleria Circle, Austin, TX 78738	Health Care Equipment and Services	First lien senior secured revolving loan						05/2030			—
		Health Care Equipment and Services	First lien senior secured loan	9.99	%	SOFR (Q)	5.50	%	05/2031			56,763.1
Husky Injection Molding Systems Ltd.	500 Queen Street S, Bolton, ON L7E 5S5, Canada	Capital Goods	First lien senior secured loan	8.78	%	SOFR (Q)	4.50	%	02/2029			4,820.2	⁽⁴⁾
HV Chimera LLC	1 Financial Center, Suite 4401, Boston, MA 02111	Financial Services	Private asset-backed investment	7.33	%	SOFR (Q)	2.80	%	08/2026			1,504.1	⁽⁴⁾
Hyland Software, Inc. ⁽⁹⁵⁾	28500 Clemens Road, Westlake, OH 44145	Software & Services	First lien senior secured revolving loan						09/2029			—
		Software & Services	First lien senior secured loan	10.36	%	SOFR (M)	6.00	%	09/2030			23,658.1
Hyperion Refinance S.a.r.l.	1 Creechurch Place, London EC3A 5AF, United Kingdom	Insurance	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	02/2031			40,438.1	⁽⁴⁾
Icefall Parent, Inc. ⁽⁹⁶⁾	401 Congress Avenue, Austin, TX 78701	Software & Services	First lien senior secured loan	10.86	%	SOFR (M)	6.50	%	01/2030			11,140.8
Idemia Group S.A.S.	2 Place Samuel de Champlain, Courbevoie, 92400, France	Software & Services	First lien senior secured loan	8.58	%	SOFR (Q)	4.25	%	09/2028			3,989.7	⁽⁴⁾
Idera, Inc.	10801 N Mopac Expressway, Building 1, Suite 100, Austin, TX 78759	Software & Services	First lien senior secured loan	8.07	%	SOFR (Q)	3.50	%	03/2028			12,034.8
IFH Franchisee Holdings, LLC ⁽⁹⁷⁾	35 Old Tavern Road, Orange, CT 06477	Consumer Services	First lien senior secured revolving loan	8.37	%	SOFR (M)	4.00	%	12/2029			10,942.2
		Consumer Services	First lien senior secured loan	10.12	%	SOFR (M)	5.75	%	12/2029			46,774.0
IGEA Bidco S.P.A ⁽⁹⁸⁾	Largo Francesco Richini 2/A, 20122 Milano, Italy	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured notes	9.93	%				09/2031			3,944.6	⁽⁴⁾
Imprivata, Inc.	20 CityPoint, 480 Totten Pond Road, 6th Floor, Waltham, MA 02451	Software & Services	First lien senior secured loan	8.09	%	SOFR (Q)	3.50	%	12/2027			21,391.8
Indigo Acquisition B.V. ⁽⁹⁹⁾	Eduard van Beinumstraat, 221077 ZX Amsterdam, Netherlands	Commercial & Professional Services	First lien senior secured loan	9.06	%	Euribor (Q)	6.35	%	09/2031			2,662.4	⁽⁴⁾
		Commercial & Professional Services	First lien senior secured loan	10.68	%	SOFR (Q)	6.35	%	09/2031			2,214.1	⁽⁴⁾
Infinity Home Services HoldCo, Inc., D&S Amalco and IHS Parent Holdings, L.P. ⁽¹⁰⁰⁾	3 Glenwood Road, East Hanover, NJ 07936	Consumer Services	First lien senior secured revolving loan	12.00	%	Base Rate (Q)	4.50	%	12/2028			56.8	⁽⁴⁾
		Consumer Services	First lien senior secured loan	9.83	%	SOFR (Q)	5.50	%	12/2028			10,037.5	⁽⁴⁾
		Consumer Services	First lien senior secured loan	8.83	%	CORRA (M)	5.50	%	12/2028			1,142.8	⁽⁴⁾
		Consumer Services	First lien senior secured loan	9.58	%	SOFR (Q)	5.25	%	12/2028			487.9	⁽⁴⁾
		Consumer Services	Class A units							0.01	%	73.8	⁽⁴⁾
Inmar, Inc.	2601 Pilgrim Court, Winston-Salem, NC 27106	Software & Services	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%	10/2031			17,309.3
Instructure Holdings, INC.	6330 S 3000 E, Suite 700, Salt Lake City, UT 84121	Software & Services	First lien senior secured loan	7.52	%	SOFR (Q)	3.00	%	11/2031			32,089.9	⁽⁴⁾
		Software & Services	First lien senior secured loan	9.52	%	SOFR (Q)	5.00	%	11/2032			1,013.8	⁽⁴⁾

Table of Contents


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Internet Truckstop Group LLC ⁽¹⁰¹⁾	222 N Plymouth Avenue, New Plymouth, ID 83655	Software & Services	First lien senior secured loan	10.48	%	SOFR (Q)	6.00	%	04/2027			32,952.1
IRB Holding Corp.	Three Glenlake Parkway NE, Atlanta, GA 30328	Consumer Services	First lien senior secured loan	6.98	%	SOFR (M)	2.50	%	12/2027			65,154.5
Iron Mountain Information Management, LLC	1 Federal Street, Boston, MA 02110	Equity Real Estate Investment Trusts (REITs)	First lien senior secured loan	6.36	%	SOFR (M)	2.00	%	01/2031			9,236.6	⁽⁴⁾
ISolved, Inc.	11215 N Community House Road, Suite 800, Charlotte, NC 28277	Commercial & Professional Services	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	10/2030			15,955.7
Isthmus Capital LLC	52 Conduit Street, Level 2, London W1S 2YX, United Kingdom	Financial Services	Private asset-backed investment	9.50	%				06/2030			1,500.9	⁽⁴⁾
		Financial Services	Private asset-backed investment									19.7	⁽⁴⁾
Jefferies Finance LLC	520 Madison Avenue, New York, NY 10022	Financial Services	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	10/2031			10,532.9	⁽⁴⁾
John Bean Technologies Corporation	70 W Madison Street, Suite 4400, Chicago, IL 60602	Capital Goods	First lien senior secured loan	6.58	%	SOFR (Q)	2.25	%	10/2031			13,065.0	⁽⁴⁾
Johnstone Supply, LLC	11632 NE Ainsworth Circle, Portland, OR 97220	Capital Goods	First lien senior secured loan	6.88	%	SOFR (S)	2.50	%	06/2031			9,206.6
Kaman Corporation	1332 Blue Hills Avenue, Bloomfield, CN 06002	Capital Goods	First lien senior secured loan	7.83	%	SOFR (Q)	3.50	%	04/2031			18,979.7
Kestra Advisor Services Holdings A, Inc.	5707 Southwest Parkway, Building 2, Suite 400, Austin, TX 78735	Financial Services	First lien senior secured loan	7.33	%	SOFR (S)	3.00	%	03/2031			1,601.5	⁽⁴⁾
Keystone Agency Partners LLC ⁽¹⁰²⁾	2600 Commerce Drive, Harrisburg, PA 17110	Insurance	First lien senior secured revolving loan	9.33	%	SOFR (Q)	5.00	%	05/2027			58.8
		Insurance	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%	05/2027			48,641.3
Kings Buyer, LLC ⁽¹⁰³⁾	7620 Omnitech Place, Suite 1, Victor, NY 14543	Commercial & Professional Services	First lien senior secured revolving loan	11.50	%	Base Rate (Q)	4.00	%	10/2027			382.3
		Commercial & Professional Services	First lien senior secured loan	9.68	%	SOFR (Q)	5.25	%	10/2027			18,239.9
KKR 2024-53	555 California Street, 50th Floor, San Francisco, CA 94104	Investment Funds and Vehicles	Collaterized loan obligation	12.70	%				01/2038			5,695.1	⁽⁴⁾
		Investment Funds and Vehicles	Collaterized loan obligation	11.02	%	SOFR (Q)	6.50	%	01/2038			2,261.9	⁽⁴⁾
KKR 48	555 California Street, 50th Floor, San Francisco, CA 94104	Investment Funds and Vehicles	Collaterized loan obligation	8.92	%	SOFR (Q)	4.30	%	10/2036			2,034.3	⁽⁴⁾
Kodiak BP, LLC	1745 Shea Center Drive, Suite 130, Highlands Ranch, CO 80129	Capital Goods	First lien senior secured loan	8.27	%	SOFR (S)	3.75	%	12/2031			14,994.6
KPS Global LLC and Cool Group LLC ⁽¹⁰⁴⁾	4201 N Beach Street, Fort Worth, TX 76137	Commercial & Professional Services	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%	09/2030			4,620.2
KUEHG Corp	650 NE Holladay Street, Portland, ME 97232	Consumer Services	First lien senior secured loan	7.84	%	SOFR (Q)	3.25	%	06/2030			11,358.5
LABL, Inc.	2571 S Hemlock Road, Green Bay, WI 54229	Commercial & Professional Services	First lien senior secured loan	9.46	%	SOFR (M)	5.00	%	10/2028			34,092.8
Lackawanna Energy Center LLC	1000 Sunnyside Road, Jessup, PA 18434	Independent Power and Renewable Electricity Producers	First lien senior secured loan	8.61	%	SOFR (M)	4.25	%	08/2029			9,937.5
LBC Woodlands Purchaser LLC and LBC Woodlands Holdings LP ⁽¹⁰⁵⁾	480 Wildwood Forest Drive, The Woodlands, TX 77380	Commercial & Professional Services	First lien senior secured loan	10.09	%	SOFR (S)	5.00	%	07/2031			20,282.1
		Commercial & Professional Services	Class A common units							0.60	%	1,303.3
LBM Acquisition LLC	2077 Convention Center Concourse, Suite 125, Atlanta, GA 30337	Capital Goods	First lien senior secured loan	8.21	%	SOFR (M)	3.75	%	12/2027			12,478.4
		Capital Goods	First lien senior secured loan	8.30	%	SOFR (M)	3.75	%	06/2031			8,823.0
League One Volleyball, Inc.	703 Pier Avenue, B147, Hermosa Beach, CA 90254	Media & Entertainment	Series B preferred stock							0.00	%	2.3
		Media & Entertainment	Series C preferred stock							0.00	%	0.6
Learning Care Group (US) No. 2 Inc.	21333 Haggerty Road, Suite 100, Novi, MI 48375	Consumer Services	First lien senior secured loan	8.59	%	SOFR (Q)	4.00	%	08/2028			5,963.1
Legends Hospitality Holding Company, LLC and ASM Buyer, Inc. ⁽¹⁰⁶⁾	300 Conshohocken State Road, Suite 450, West Conshohocken, PA 19428	Media & Entertainment	First lien senior secured revolving loan	9.41	%	SOFR (M)	5.00	%	08/2030			256.2
		Media & Entertainment	First lien senior secured loan	10.02% (2.75	% PIK)	SOFR (Q)	5.50	%	08/2031			26,862.6
Leia Finco US LLC	Maurice Wilkes Building, Cowley Road, Cambridge CB4 0DS, United Kingdom	Software & Services	First lien senior secured loan	7.89	%	SOFR (Q)	3.25	%	10/2031			23,359.8	⁽⁴⁾
		Software & Services	Second lien senior secured loan	9.89	%	SOFR (Q)	5.25	%	10/2032			12,810.7	⁽⁴⁾

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Table of Contents


Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Lernen Bidco Limited	1 Seebeck Place, Knowlhill MK5 8FR, United Kingdom	Financial Services	First lien senior secured loan	8.36	%	SOFR (Q)	4.00	%	10/2031			6,565.0	⁽⁴⁾
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P. ⁽¹⁰⁷⁾	2350 Airport Freeway, Suite 505, Bedford, TX 76022	Consumer Services	First lien senior secured loan	11.98	%	SOFR (Q)	7.50	%	12/2027			16,403.2
		Consumer Services	Limited partnership interests							0.03	%	165.1
Life Time Fitness Inc	2902 Corporate Place, Chanhassen, MN 55317	Consumer Services	First lien senior secured loan	7.03	%	SOFR (M)	2.50	%	11/2031			14,391.7	⁽⁴⁾
Lifepoint Health Inc	330 Seven Springs Way, Brentwood, TN 37027	Health Care Equipment and Services	First lien senior secured loan	8.41	%	SOFR (S)	3.75	%	05/2031			14,505.2
Lightbeam Bidco, Inc. ⁽¹⁰⁸⁾	6525 Shiloh Road, Suite 900, Alpharetta, GA 30005	Commercial & Professional Services	First lien senior secured revolving loan						05/2029			—
		Commercial & Professional Services	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%	05/2030			17,163.4
Lightstone Holdco LLC	7397 OH-7, Cheshire, OH 45620	Independent Power and Renewable Electricity Producers	First lien senior secured loan	10.34	%	SOFR (Q)	5.75	%	01/2027			6,340.7
Linden Structured Capital Fund II-A LP ⁽¹⁰⁹⁾	110 N Wacker Drive, 55th Floor, Chicago, IL 60606	Investment Funds and Vehicles	Limited partnership interests							0.38	%	1,479.6	⁽⁴⁾
LiveBarn Inc.	1010 Rue Sainte-Catherine, Suite 1100, Montreal, QC H3G 1R3, Canada	Media & Entertainment	Middle preferred shares							2.63	%	12,498.8	⁽⁴⁾
LivTech Purchaser, Inc.⁽¹¹⁰⁾	2035 Lakeside Centre Way, Knoxville, TN 37922	Health Care Equipment and Services	First lien senior secured loan	9.01	%	SOFR (S)	4.50	%	11/2031			3,805.9
Loire UK Midco 3 Limited	35 Great St Helen’s, London EC3A 6AP, United Kingdom	Financial Services	First lien senior secured loan	8.21	%	SOFR (M)	3.75	%	04/2027			1,767.0	⁽⁴⁾
		Financial Services	First lien senior secured loan	7.99	%	SOFR (M)	3.50	%	04/2027			3,939.6	⁽⁴⁾
LS Group Opco Acquisition LLC (LS Group PropCo Acquisition LLC)	2215 Highway 80 E, Pearl, MS 39208	Consumer Distribution and Retail	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	04/2031			12,941.9
LTI Holdings, Inc.	600 S McClure Road, Modesto, CA 95357	Automobiles & Components	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%	07/2029			16,737.9
M6 Etx Holdings II Midco LLC	1601 Elm Street, Suite 4360, Dallas, TX 75201	Energy	First lien senior secured loan	8.96	%	SOFR (M)	4.50	%	09/2029			21,692.6
Madison Safety & Flow LLC	500 W Madison Street, Suite 3890, Chicago, IL 60661	Consumer Distribution and Retail	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	09/2031			15,528.7
Magellan Topco ⁽¹¹¹⁾	48 Rue de la Victoire, 75009 Paris, France	Software & Services	First lien senior secured loan	9.14	%	Euribor (Q)	6.25	%	10/2031			862.9	⁽⁴⁾
MAGNE 2019-24	50 Hudson Yards, New York, NY 10001	Investment Funds and Vehicles	Collaterized loan obligation	11.06	%	SOFR (Q)	6.40	%	04/2035			503.2	⁽⁴⁾
MAGNE 2022-33	50 Hudson Yards, New York, NY 10001	Investment Funds and Vehicles	Collaterized loan obligation	10.17	%	SOFR (Q)	5.55	%	10/2037			5,995.8	⁽⁴⁾
MAGNE 2023-36	50 Hudson Yards, New York, NY 10001	Investment Funds and Vehicles	Collaterized loan obligation	9.53	%	SOFR (Q)	4.90	%	04/2036			1,777.8	⁽⁴⁾
MAGNE 2023-39	50 Hudson Yards, New York, NY 10001	Investment Funds and Vehicles	Collaterized loan obligation	9.33	%	SOFR (Q)	4.90	%	01/2037			640.8	⁽⁴⁾
MAGNE 2024-41	50 Hudson Yards, New York, NY 10001	Investment Funds and Vehicles	Collaterized loan obligation	9.21	%	SOFR (Q)	4.90	%	01/2038			2,324.5	⁽⁴⁾
MAGNE 2024-42	50 Hudson Yards, New York, NY 10001	Investment Funds and Vehicles	Collaterized loan obligation	9.31	%	SOFR (Q)	5.00	%	01/2038			2,136.0	⁽⁴⁾
MAGNE 2024-44	50 Hudson Yards, New York, NY 10001	Investment Funds and Vehicles	Collaterized loan obligation	12.00	%				10/2037			3,747.7	⁽⁴⁾
Mai Capital Management Intermediate LLC ⁽¹¹²⁾	1360 E 9th Street, Suite 1100, Cleveland, OH 44113	Financial Services	First lien senior secured revolving loan	9.08	%	SOFR (Q)	4.75	%	08/2031			206.2	⁽⁴⁾
		Financial Services	First lien senior secured loan	9.08	%	SOFR (M)	4.75	%	08/2031			8,582.4	⁽⁴⁾
Mamba Purchaser, Inc.	4950 Communication Avenue, Suite 100, Boca Raton, FL 33431	Health Care Equipment and Services	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	10/2028			31,488.4
Marcel Bidco LLC	Frankenstrasse 146, 90461 Nürnberg, Germany	Software & Services	First lien senior secured loan	7.81	%	SOFR (M)	3.50	%	11/2030			11,685.6	⁽⁴⁾
Mariner Wealth Advisors, LLC	5700 W 112th Street, Suite 200, Overland Park, KS 66211	Financial Services	First lien senior secured loan	7.08	%	SOFR (Q)	2.75	%	08/2028			15,461.0
Mars Downstop Loan Purchaser Trust	500 Delaware Avenue, 11th Floor, Wilmington, DE 19801	Financial Services	Private asset-backed investment	11.00	%					10.31	%	20,393.4	⁽⁴⁾
McAfee Corp.	6220 America Center Drive, San Jose, CA 94089	Software & Services	First lien senior secured loan	7.37	%	SOFR (S)	3.00	%	03/2029			25,366.8
MDPK 2016-20	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	11.23	%	SOFR (Q)	6.40	%	10/2037			2,770.0	⁽⁴⁾
MDPK 2018-32	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	11.03	%	SOFR (Q)	6.40	%	07/2037			4,924.3	⁽⁴⁾
MDPK 2019-34	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	11.15	%	SOFR (Q)	6.50	%	10/2037			1,729.7	⁽⁴⁾
MDPK 2019-37	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	11.26	%	SOFR (Q)	6.60	%	04/2037			1,016.1	⁽⁴⁾
MDPK 2021-59	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	11.03	%	SOFR (Q)	6.40	%	04/2037			2,282.6	⁽⁴⁾
MDPK 2022-55	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	10.63	%	SOFR (Q)	6.00	%	07/2037			1,704.8	⁽⁴⁾
MDPK 2022-60	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	11.13	%	SOFR (Q)	6.50	%	10/2037			5,745.8	⁽⁴⁾
MDPK 2024-66	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	9.85	%	SOFR (Q)	5.50	%	10/2037			2,513.0	⁽⁴⁾
		Investment Funds and Vehicles	Collaterized loan obligation	12.20	%				10/2037			2,336.3	⁽⁴⁾
MDPK 2024-67	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	11.43	%	SOFR (Q)	6.80	%	04/2037			2,571.1	⁽⁴⁾
MDPK 2024-68	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	9.54	%	SOFR (Q)	5.10	%	01/2038			2,387.4	⁽⁴⁾
MDPK 2024-69	11 Madison Avenue, New York, NY 10010	Investment Funds and Vehicles	Collaterized loan obligation	11.58	%	SOFR (Q)	6.25	%	07/2037			1,543.7	⁽⁴⁾

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Issuer	Address	Business Description	Investment	Coupon⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Medlar Bidco Limited ⁽¹¹³⁾	IFC6, The Esplanade, St Helier JE4 0QH, Jersey	Financial Services	First lien senior secured loan						12/2031			—	⁽⁴⁾
Medline Borrower, LP	Three Lakes Drive, Northfield, IL 60093	Health Care Equipment and Services	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%	10/2028			60,042.8
Mermaid Bidco Inc.	733 S Marquette Avenue, Suite 600, Minneapolis, MN 55402	Software & Services	First lien senior secured loan	7.80	%	SOFR (Q)	3.25	%	07/2031			18,877.9
Metatiedot Bidco OY and Metatiedot US, LLC ⁽¹¹⁴⁾	500 W 2nd Street, 19th Floor, Austin, TX 78701	Software & Services	First lien senior secured revolving loan	8.49	%	Euribor (Q)	5.50	%	11/2030			180.4	⁽⁴⁾
		Software & Services	First lien senior secured loan	8.49	%	Euribor (Q)	5.50	%	11/2031			6,397.8	⁽⁴⁾
		Software & Services	First lien senior secured loan	10.02	%	SOFR (Q)	5.50	%	11/2031			4,601.8	⁽⁴⁾
Meyer Laboratory, LLC and Meyer Parent, LLC ⁽¹¹⁵⁾	2401 NW Jefferson Street, Blue Springs, MO 64015	Materials	First lien senior secured loan	9.61	%	SOFR (M)	5.25	%	02/2030			9,872.3
		Materials	Common units							0.11	%	185.8
MH Sub I, LLC (Micro Holding Corp.)	328 S Jefferson Street, Suite 550, Chicago, IL 60661	Software & Services	First lien senior secured loan	8.58	%	SOFR (S)	4.25	%	12/2031			22,654.6
		Software & Services	First lien senior secured loan	8.82	%	SOFR (M)	4.25	%	05/2028			24,678.5
MidOcean CLO Equity Fund I, LP ⁽¹¹⁶⁾	245 Park Avenue, 38th Floor, New York, NY 10167	Investment Funds and Vehicles	Limited partnership interest	9.00	%					5.26	%	5,255.4	⁽⁴⁾
Mirion Technologies, Inc.	1218 Menlo Drive, Atlanta, GA 30318	Technology Hardware & Equipment	First lien senior secured loan	6.58	%	SOFR (Q)	2.25	%	10/2028			5,164.2	⁽⁴⁾
Mister Car Wash Holdings, Inc.	222 E 5th Street, Tucson, AZ 85705	Consumer Services	First lien senior secured loan	7.09	%	SOFR (M)	2.75	%	03/2031			18,347.8	⁽⁴⁾
Mitchell International, Inc.	6220 Greenwich Drive, San Diego, CA 92122	Software & Services	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	06/2031			22,126.3
		Software & Services	Second lien senior secured loan	9.61	%	SOFR (M)	5.25	%	06/2032			29,571.9
Monroe Capital Income Plus Corporation	311 S Wacker Drive, Suite 6400, Chicago, IL 60606	Financial Services	Corporate bond	9.42	%				11/2028			10,824.6	⁽⁴⁾
Mosel Bidco SE	Uhlandstrasse 9, Darmstadt, 64297, Germany	Software & Services	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%	09/2030			8,193.2	⁽⁴⁾
Motus LLC	88 E 48th Street, Holland, MI 49423	Commercial & Professional Services	First lien senior secured loan	8.43	%	SOFR (Q)	4.00	%	12/2028			15,805.5
Mountaineer Merger Corporation ⁽¹¹⁷⁾	55 Scott Avenue, Morgantown, WV 26508	Consumer Distribution and Retail	First lien senior secured revolving loan	9.33	%	SOFR (Q)	5.00	%	10/2027			7,952.1
Mr. Greens Intermediate, LLC, Florida Veg Investments LLC, MRG Texas, LLC and Restaurant Produce and Services Blocker, LLC ⁽¹¹⁸⁾	2450 NW 116th Street, Building 1, Miami, FL 33167	Consumer Distribution and Retail	First lien senior secured revolving loan						05/2029			—
		Consumer Distribution and Retail	First lien senior secured loan	10.75	%	SOFR (M)	6.25	%	05/2029			9,331.6
		Consumer Distribution and Retail	Class B limited liability company interest							0.04	%	85.8
MSD Investment Corp.	1 Vanderbilt Avenue, 26th Floor, New York, NY 10017	Financial Services	Corporate bond	7.58	%				05/2028			25,026.3	⁽⁴⁾
Mustang Prospects Holdco, LLC, Mustang Prospects Purchaser, LLC and Senske Acquisition, Inc. ⁽¹¹⁹⁾	400 N Quay Street, Kennewick, WA 99336	Consumer Services	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%	06/2031			21,867.5
		Consumer Services	First lien senior secured loan	9.34	%	SOFR (Q)	5.00	%	06/2031			5,546.0
		Consumer Services	Class A preferred units							0.44	%	870.2
		Consumer Services	Class B common units							0.44	%	365.2
NEP Group, Inc.	2 Beta Drive, Pittsburgh, PA 15238	Media & Entertainment	First lien senior secured loan	7.72% (1.50	% PIK)	SOFR (M)	3.25	%	08/2026			23,431.6
		Media & Entertainment	First lien senior secured loan	10.09% (1.50	% PIK)	SOFR (M)	5.50	%	08/2026			13,154.6
Netsmart, Inc. and Netsmart Technologies, Inc. ⁽¹²⁰⁾	5540 Centerview Drive, Suite 200, Raleigh, NC 27606	Software & Services	First lien senior secured loan	9.56% (2.70	% PIK)	SOFR (M)	5.20	%	08/2031			77,855.6
New ChurcHill HoldCo LLC and Victory Topco, LP ⁽¹²¹⁾	229 E 85th St, New York, NY 10028	Automobiles & Components	First lien senior secured loan	9.83	%	SOFR (Q)	5.50	%	11/2029			19,535.4
		Automobiles & Components	Class A-2 common units							1.51	%	3,976.0
Next Holdco, LLC ⁽¹²²⁾	3525 Piedmont Road NE, Building 6, Atlanta, GA 30305	Health Care Equipment and Services	First lien senior secured loan	10.27	%	SOFR (Q)	5.75	%	11/2030			5,742.8
Nexus Buyer LLC	1300 N 17th Street, Suite 1800, Arlington, VA 22209	Financial Services	First lien senior secured loan	8.36	%	SOFR (M)	4.00	%	07/2031			2,975.8
NMC CLO-2	1633 Broadway, 48th Floor, New York, NY 10019	Investment Funds and Vehicles	Collaterized loan obligation	10.06	%	SOFR (Q)	5.70	%	01/2038			942.4	⁽⁴⁾
Nomi Health, Inc.	898 N 1200 W, Suite 201, Orem, UT 84057	Health Care Equipment and Services	First lien senior secured loan	12.84	%	SOFR (Q)	8.25	%	07/2028			18,425.1
		Health Care Equipment and Services	Warrant to purchase Series B preferred stock						07/2033	0.04	%	0.1
		Health Care Equipment and Services	Warrant to purchase Class A common stock						06/2034	0.09	%	74.8

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Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Nord Anglia	Nova South, 160 Victoria Street, London SW1E 5LB, United Kingdom	Consumer Services	First lien senior secured loan	7.58	%	SOFR (S)	3.25	%	01/2032			7,055.4	⁽⁴⁾
Nordic Ferry Infrastructure AS	Henrik Ibsens gate 20, 0255 Oslo, Norway	Transportation	Senior subordinated loan	9.70	%	NIBOR (Q)	5.00	%	11/2031			57,108.5	⁽⁴⁾
		Transportation	Senior subordinated loan	7.91	%	Euribor (Q)	5.00	%	11/2031			56,694.7	⁽⁴⁾
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC ⁽¹²³⁾	10401 Colonel Glenn Road, Little Rock, AR 72204	Consumer Services	First lien senior secured revolving loan	10.86	%	SOFR (Q)	6.50	%	05/2028			234.5
		Consumer Services	First lien senior secured loan	9.66	%	SOFR (Q)	5.25	%	05/2028			3,280.7
		Consumer Services	First lien senior secured loan	10.94	%	SOFR (Q)	6.50	%	05/2028			4,120.7
North Haven Stack Buyer, LLC ⁽¹²⁴⁾	255 Grant Street, Suite 600, Decatur, AL 35601	Commercial & Professional Services	First lien senior secured loan	9.63	%	SOFR (Q)	5.25	%	07/2027			24.8
		Commercial & Professional Services	First lien senior secured loan	9.36	%	SOFR (Q)	5.00	%	07/2027			3.5
North Star Acquisitionco, LLC and Toucan Bidco Limited ⁽¹²⁵⁾	2401 Sawmill Parkway, Suite 10-11, Huron, OH 44839	Software & Services	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%	05/2029			12,553.9	⁽⁴⁾
		Software & Services	First lien senior secured loan	9.45	%	NIBOR (Q)	4.75	%	05/2029			2,360.4	⁽⁴⁾
		Software & Services	First lien senior secured loan	9.45	%	SONIA (Q)	4.75	%	05/2029			1,534.5	⁽⁴⁾
		Software & Services	First lien senior secured loan	9.70	%	SONIA (Q)	5.00	%	05/2029			701.4	⁽⁴⁾
Northwinds Holding, Inc. and Northwinds Services Group LLC ⁽¹²⁶⁾	70 Benbro Drive, Buffalo, NY 14225	Consumer Services	First lien senior secured revolving loan	9.80	%	SOFR (Q)	5.25	%	05/2029			250.0
		Consumer Services	First lien senior secured loan	9.96	%	SOFR (Q)	5.25	%	05/2029			12,410.9
		Consumer Services	Common units							0.08	%	201.2
Nuvei Technologies Corp.	1100 Rene Levesque, 9th Floor, Montreal, QC H3B 4N4, Canada	Financial Services	First lien senior secured loan	7.44	%	SOFR (M)	3.00	%	11/2031			18,137.0	⁽⁴⁾
OakBridge Insurance Agency LLC and Maple Acquisition Holdings, LP ⁽¹²⁷⁾	4011 Westchase Boulevard, Raleigh, NC 27607	Insurance	First lien senior secured revolving loan	10.09	%	SOFR (M)	5.75	%	11/2029			223.2
		Insurance	First lien senior secured loan	10.23	%	SOFR (M)	5.75	%	11/2029			10,837.8
		Insurance	Class A2 units							0.50	%	1,899.8
OAKC 2015-12	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	9.60	%				04/2037			9,474.3	⁽⁴⁾
OAKC 2016-13	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	11.70	%				10/2037			2,341.2	⁽⁴⁾
		Investment Funds and Vehicles	Collaterized loan obligation	11.70	%				01/2030			1,122.5	⁽⁴⁾
		Investment Funds and Vehicles	Collaterized loan obligation	10.37	%	SOFR (Q)	5.75	%	10/2037			1,253.4	⁽⁴⁾
OAKC 2017-15	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	12.60	%				01/2030			1,997.7	⁽⁴⁾
OAKC 2019-3	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	9.51	%	SOFR (Q)	5.00	%	01/2038			501.4	⁽⁴⁾
OAKC 2019-4	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	9.34	%	SOFR (Q)	4.95	%	01/2038			3,658.9	⁽⁴⁾
OAKC 2020-5	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	12.50	%				10/2037			3,162.1	⁽⁴⁾
OAKC 2020-6	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	12.60	%				10/2037			3,410.9	⁽⁴⁾
		Investment Funds and Vehicles	Collaterized loan obligation	9.84	%	SOFR (Q)	5.25	%	10/2037			1,109.9	⁽⁴⁾
OAKC 2021-16	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	11.50	%				10/2034			1,079.9	⁽⁴⁾
OAKC 2021-9	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	10.12	%	SOFR (Q)	5.50	%	10/2037			2,107.8	⁽⁴⁾
		Investment Funds and Vehicles	Collaterized loan obligation	13.10	%				10/2037			1,526.1	⁽⁴⁾
OAKC 2022-12	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	9.62	%	SOFR (Q)	5.00	%	07/2036			2,038.6	⁽⁴⁾
OAKC 2023-15	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	9.62	%	SOFR (Q)	5.00	%	04/2035			2,032.6	⁽⁴⁾
OAKC 2023-16	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	8.62	%	SOFR (Q)	4.00	%	10/2036			2,040.6	⁽⁴⁾
OCPA 2023-29	930 Sylvan Avenue, Suite 105, Englewood Cliffs, NJ 07632	Investment Funds and Vehicles	Collaterized loan obligation	9.35	%	SOFR (Q)	5.00	%	01/2036			1,005.0	⁽⁴⁾
OCT66 2022-1	250 Park Avenue, 15th Floor, New York, NY 10177	Investment Funds and Vehicles	Collaterized loan obligation	12.11	%	SOFR (Q)	7.62	%	11/2036			958.7	⁽⁴⁾
OHACP 2024-17	1 Vanderbilt Avenue, 16th Floor, New York, NY 10017	Investment Funds and Vehicles	Collaterized loan obligation	9.40	%	SOFR (Q)	5.00	%	01/2038			3,007.6	⁽⁴⁾
		Investment Funds and Vehicles	Collaterized loan obligation	12.00	%				01/2038			2,484.7	⁽⁴⁾
OKANAGAN 2024-1	1585 Broadway, 4th Floor, New York, NY 10036	Investment Funds and Vehicles	Private asset-backed investment	12.55	%	SOFR (M)	8.25	%	12/2032			30,300.0	⁽⁴⁾
Omnia Partners, LLC	5001 Aspen Grove Drive, Franklin, TN 37067	Commercial & Professional Services	First lien senior secured loan	7.37	%	SOFR (Q)	2.75	%	07/2030			30,028.1
OneDigital Borrower LLC	200 Galleria Parkway SE, Suite 1950, Atlanta, GA 30339	Insurance	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	07/2031			36,959.3
Open Text Corporation	275 Frank Tompa Drive, Waterloo, ON N2L 0A1, Canada	Software & Services	First lien senior secured loan	6.11	%	SOFR (M)	1.75	%	01/2030			8,004.1	⁽⁴⁾
OPH NEP Investment, LLC	230 West Street, Columbus, OH 43065	Capital Goods	Senior subordinated loan	10.00% (7.00	% PIK)				05/2032			32,744.5
		Capital Goods	Class B common units							7.21	%	2,274.9

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Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Option Care Health Inc	3000 Lakeside Drive, Deerfield, IL 60015	Health Care Equipment and Services	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%	10/2028			4,815.4	⁽⁴⁾
Orange Barrel Media, LLC/IKE Smart City, LLC ⁽¹²⁸⁾	250 N Hartford Avenue, Suite 200, Columbus, OH 43222	Media & Entertainment	Private asset-backed investment	10.11	%	SOFR (M)	5.75	%	03/2027			2,852.0
		Media & Entertainment	Private asset-backed investment	10.11	%	SOFR (M)	5.75	%	10/2027			1,863.3
OVG Business Services, LLC	5050 S Syracuse Street, Greenwood Village, CO 80237	Media & Entertainment	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	06/2031			4,069.9
Packaging Coordinators Midco, Inc.	3001 Red Lion Road, Philadelphia, PA 19114	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	7.84	%	SOFR (Q)	3.25	%	11/2027			52,827.6
Paint Intermediate III, LLC	20917 63rd Ave W, Lynnwood, WA 98036	Financial Services	First lien senior secured loan	7.52	%	SOFR (Q)	3.00	%	10/2031			20,985.0
Pallas Funding Trust No.2 ⁽¹²⁹⁾	5th Floor, Pallas House, 30-36 Bay Street, Double Bay NSW 2028, Australia	Real Estate Management & Development	Private asset-backed investment	12.16	%	BBSY (M)	7.85	%	02/2027			1,323.7	⁽⁴⁾
		Real Estate Management & Development	Private asset-backed investment	7.45	%	BBSY (M)	4.30	%	10/2027			756.4	⁽⁴⁾
Pallas NZ Funding Trust No. 1 ⁽¹³⁰⁾	5th Floor, Pallas House, 30-36 Bay Street, Double Bay NSW 2028, Australia	Real Estate Management & Development	Private asset-backed investment	11.49	%	BBSY (M)	6.15	%	07/2026			1,189.6	⁽⁴⁾
Par Petroleum LLC / Par Petroleum Finance Corp	825 Town & Country Lane, Suite 1500, Houston, TX 77024	Energy	First lien senior secured loan	8.33	%	SOFR (Q)	3.75	%	02/2030			18,523.6
Paragon 28, Inc. and Paragon Advanced Technologies, Inc. ⁽¹³¹⁾	14445 Grasslands Drive, Englewood, CO 80112	Health Care Equipment and Services	First lien senior secured revolving loan	8.59	%	SOFR (Q)	4.00	%	11/2028			0.5	⁽⁴⁾
		Health Care Equipment and Services	First lien senior secured loan	11.34	%	SOFR (Q)	6.75	%	11/2028			21,214.9	⁽⁴⁾
Parexel International Inc.	275 Grove Street, Suite 101C, Newton, MA 02466	Financial Services	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	11/2028			14,478.8
Paris US Holdco, Inc. & 1001028292 Ontario Inc. ⁽¹³²⁾	79 Prospect Avenue, South Paris, ME 04281	Capital Goods	First lien senior secured loan	9.55	%	SOFR (S)	5.00	%	12/2031			52,375.4	⁽⁴⁾
Particle Luxembourg S.a.r.l.	14 Rue Robert Stumper, Luxembourg 2557, Luxembourg	Software & Services	First lien senior secured loan	8.42	%	SOFR (M)	4.00	%	03/2031			9,593.6	⁽⁴⁾
Pathstone Family Office LLC and Kelso XI Tailwind Co-Investment, L.P. ⁽¹³³⁾	1900 Avenue of the Stars, Suite 970, Los Angeles, CA 90067	Financial Services	First lien senior secured loan	9.46	%	SOFR (M)	4.75	%	05/2029			12,539.9	⁽⁴⁾
		Financial Services	First lien senior secured loan	9.46	%	SOFR (M)	5.00	%	05/2029			14,344.9	⁽⁴⁾
		Financial Services	Limited partnership interests							0.04	%	120.3	⁽⁴⁾
PCI Gaming Authority	303 Poarch Road, Atmore, AL 36502	Consumer Services	First lien senior secured loan	6.36	%	SOFR (M)	2.00	%	07/2031			4,261.8
PCIA SPV-3, LLC and ASE Royal Aggregator, LLC ⁽¹³⁴⁾	6201 College Boulevard, Suite 23150, Overland Park, KS 66211	Financial Services	First lien senior secured loan	9.64	%	SOFR (Q)	5.25	%	08/2029			9,306.8	⁽⁴⁾
		Financial Services	Preferred units							0.88	%	1,561.3	⁽⁴⁾
PCS MidCo, Inc. and PCS Parent, L.P. ⁽¹³⁵⁾	40 W 57th Street, 16th Floor, New York, NY 10019	Financial Services	First lien senior secured revolving loan	10.08	%	SOFR (Q)	5.75	%	03/2030			238.6
		Financial Services	First lien senior secured loan	10.08	%	SOFR (Q)	5.75	%	03/2030			10,150.6
		Financial Services	First lien senior secured loan	10.34	%	SOFR (Q)	5.75	%	03/2030			1,678.1
		Financial Services	Class A units							0.30	%	865.6
PestCo Holdings, LLC and PestCo, LLC ⁽¹³⁶⁾	7676 Forsythe Boulevard, Suite 2700, St Louis, MO 63105	Consumer Services	First lien senior secured loan	10.97	%	SOFR (Q)	6.25	%	02/2028			12,219.5
		Consumer Services	First lien senior secured loan	9.50	%	SOFR (Q)	5.25	%	02/2028			3,799.0
		Consumer Services	Class A units							0.04	%	141.6
PG Investment Company 59 S.a r.l.	6 Rue Eugène Ruppert, Luxembourg 2453, Luxembourg	Consumer Services	First lien senior secured loan	7.33	%	SOFR (Q)	3.00	%	03/2031			14,778.5	⁽⁴⁾
Phoenix YW Buyer, Inc. and Phoenix YW Parent, Inc. ⁽¹³⁷⁾	1 International Place, Suite 3420, Boston, MA 02110	Consumer Distribution and Retail	First lien senior secured loan	9.33	%	SOFR (M)	5.00	%	05/2030			51,123.8	⁽⁴⁾
		Consumer Distribution and Retail	Class B common stock	8.00	% PIK					0.94	%	3,833.2	⁽⁴⁾

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Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Pike Corporation	100 Pike Way, Mount Airy, NC 27030	Capital Goods	First lien senior secured loan	7.47	%	SOFR (M)	3.00	%	01/2028			1,042.6
Pinnacle MEP Intermediate Holdco LLC and BPCP Pinnacle Holdings, Inc. ⁽¹³⁸⁾	100 Maple Park Boulevard, St Clair Shores, MI 48081	Consumer Services	First lien senior secured revolving loan	9.13	%	SOFR (M)	4.75	%	10/2030			439.9
		Consumer Services	First lien senior secured loan	9.32	%	SOFR (Q)	4.75	%	10/2030			7,173.4
		Consumer Services	Common stock							1.09	%	866.0
Planview Parent, Inc.	12301 Research Boulevard, Research Park Plaza V, Suite 400, Austin, TX 78759	Software & Services	First lien senior secured loan	7.83	%	SOFR (Q)	3.50	%	12/2027			31,243.8
PointClickCare Technologies Inc.	5570 Explorer Drive, Mississauga, ON L4W 0C4, Canada	Health Care Equipment and Services	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%	11/2031			30,374.9	⁽⁴⁾
Polaris Newco, LLC	1500 Solana Boulevard, Suite 6300, Roanoke, TX 76262	Software & Services	First lien senior secured loan	8.85	%	SOFR (Q)	4.00	%	06/2028			32,980.1
Prairie ECI Acquiror LP	345 Park Avenue, New York, NY 10154	Energy	First lien senior secured loan	8.61	%	SOFR (M)	4.25	%	08/2029			11,559.1
Precision Medicine Group, LLC	2 Bethesda Metro Center, Suite 850, Bethesda, MD 20814	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	7.43	%	SOFR (Q)	3.00	%	11/2027			15,166.4
Pregis TopCo LLC	1650 Lake Cook Road, Suite 400, Deerfield, IL 60015	Materials	First lien senior secured loan	8.36	%	SOFR (M)	4.00	%	07/2026			26,704.4
Premiere Buyer, LLC ⁽¹³⁹⁾	11111 Santa Monica Boulevard, Los Angeles, CA 90025	Consumer Services	First lien senior secured loan	9.32	%	SOFR (Q)	4.75	%	05/2031			24,471.6
Priority Waste Holdings LLC, Priority Waste Holdings Indiana LLC and Priority Waste Super Holdings, LLC ⁽¹⁴⁰⁾	45000 River Ridge Drive, Suite 200, Clinton Township, MI 48038	Commercial & Professional Services	First lien senior secured revolving loan	10.09	%	SOFR (Q)	5.50	%	08/2029			1.9
		Commercial & Professional Services	First lien senior secured revolving loan	12.00	%	Base Rate (Q)	4.50	%	08/2029			0.1
		Commercial & Professional Services	First lien senior secured loan	12.59% (2.00	% PIK)	SOFR (Q)	8.00	%	08/2029			26,141.7
		Commercial & Professional Services	First lien senior secured loan	12.59% (2.00	% PIK)	SOFR (Q)	8.00	%	08/2029			12,652.5
		Commercial & Professional Services	Warrant to purchase Class A common units						08/2036	2.69	%	4,286.0
		Commercial & Professional Services	Warrant to purchase Class A common units						06/2036	0.87	%	1,385.3
Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc.	211 S Gulph Road, King of Prussia, PA 19406	Software & Services	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%	10/2030			17,098.3
		Software & Services	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%	10/2030			9,025.2
Project Boost Purchaser, LLC	11660 Alpharetta Highway, Suite 210, Roswell, GA 30076	Software & Services	First lien senior secured loan	8.15	%	SOFR (Q)	3.50	%	07/2031			53,081.3
		Software & Services	Second lien senior secured loan	9.90	%	SOFR (Q)	5.25	%	07/2032			7,814.0
Project Ruby Ultimate Parent Corp.	11300 Switzer Road, Overland Park, KS 66210	Health Care Equipment and Services	First lien senior secured loan	7.47	%	SOFR (M)	3.00	%	03/2028			36,127.4
Proofpoint, Inc.	925 W Maude Avenue, Sunnyvale, CA 94085	Software & Services	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	08/2028			60,320.9
Propulsion (BC) Newco LLC	Parque Tecnologico, No 300, E-48170 Zamudio, Spain	Capital Goods	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%	09/2029			21,920.1	⁽⁴⁾
PROSE 2024-3	3200 Windy Hill Road SE, Suite 1200E, Atlanta, GA 30339	Investment Funds and Vehicles	Private asset-backed investment	8.85	%				10/2054			24,526.8	⁽⁴⁾
PSC Parent, Inc. ⁽¹⁴¹⁾	5025 Preston Road, Pasadena, TX 77505	Commercial & Professional Services	First lien senior secured revolving loan	9.64	%	SOFR (M)	5.25	%	04/2030			5,790.4
		Commercial & Professional Services	First lien senior secured loan	9.71	%	SOFR (M)	5.25	%	04/2031			47,123.4
PushPay USA Inc.	18300 Redmond Way, Redmond, WA 98052	Software & Services	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%	08/2031			32,005.2
PXLY 2024-1	345 Park Avenue, New York, NY 10154	Investment Funds and Vehicles	Collaterized loan obligation	9.50	%	SOFR (Q)	5.00	%	01/2037			6,584.1	⁽⁴⁾
PYE-Barker Fire & Safety, LLC ⁽¹⁴²⁾	11605 Haynes Bridge Road, Alpharetta, GA 30009	Commercial & Professional Services	First lien senior secured revolving loan	8.83	%	SOFR (Q)	4.50	%	05/2030			1,085.7
		Commercial & Professional Services	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%	05/2031			31,674.4
QBS Parent, Inc. ⁽¹⁴³⁾	811 Main Street, Houston, TX 77002	Software & Services	First lien senior secured loan	9.27	%	SOFR (Q)	4.75	%	11/2031			13,364.0
QualityTech, LP	12851 Foster Street, Overland Park, KS 66213	Telecommunication Services	First lien senior secured loan	8.02	%	SOFR (M)	3.50	%	11/2031			22,055.0	⁽⁴⁾
Qualtrics Acquireco, LLC	333 W River Park Drive, Provo, UT 84604	Software & Services	First lien senior secured loan	7.08	%	SOFR (Q)	2.75	%	06/2030			19,464.2
Quartz Holding Company	333 W River Park Drive, Provo, UT 84604	Media & Entertainment	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%	10/2028			7,116.9
Quick Quack Car Wash Holdings, LLC and KKR Game Changer Co-Invest Feeder II L.P. ⁽¹⁴⁴⁾	1380 Lead Hill Boulevard, Suite 260, Roseville, CA 95661	Consumer Services	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%	06/2031			53,955.3
		Consumer Services	Limited partnership interests							0.60	%	12,506.9

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Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Quikrete Holdings, Inc.	5 Concourse Parkway, Suite 1900, Atlanta, GA 30328	Materials	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%	03/2029			9,465.2
Quintain Investments Holdings Limited ⁽¹⁴⁵⁾	180 Great Portland Street, London W1W 5QZ, United Kingdom	Real Estate Management & Development	Private asset-backed investment	11.00	%				08/2031	15.92	%	39,302.8	⁽⁴⁾
		Real Estate Management & Development	Private asset-backed investment							5.43	%	—	⁽⁴⁾
Radiant Intermediate Holding, LLC	901 Reinli Street, Austin, TX 78751	Consumer Services	First lien senior secured loan	10.61% (3.00	% PIK)	SOFR (Q)	6.00	%	11/2026			789.7
Radnet Management, Inc.	1510 Cotner Avenue, Los Angeles, CA 90025	Health Care Equipment and Services	First lien senior secured loan	6.77	%	SOFR (Q)	2.25	%	04/2031			23,308.2	⁽⁴⁾
Ranpak Corp.	7990 Auburn Road, Concord Township, OH 44077	Materials	First lien senior secured loan	8.85	%	SOFR (S)	4.50	%	12/2031			7,980.0	⁽⁴⁾
Raven Acquisition Holdings, LLC ⁽¹⁴⁶⁾	434 W Ascension Way, 6th Floor, Salt Lake City, UT 84123	Health Care Equipment and Services	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	11/2031			48,200.0
Reagent Chemical & Research, LLC ⁽¹⁴⁷⁾	115 US Highway 202, Ringoes, NJ 08551	Materials	First lien senior secured revolving loan						04/2030			—
		Materials	First lien senior secured loan	9.61	%	SOFR (M)	5.25	%	04/2031			49,891.9
RealPage, Inc.	2201 Lakeside Boulevard, Richardson, TX 75082	Software & Services	First lien senior secured loan	8.08	%	SOFR (Q)	3.75	%	04/2028			33,082.5
		Software & Services	First lien senior secured loan	7.59	%	SOFR (Q)	3.00	%	04/2028			18,873.2
Recess Holdings, Inc.	544 Chestnut Street, Chattanooga, TN 37402	Consumer Durables & Apparel	First lien senior secured loan	9.09	%	SOFR (Q)	4.50	%	02/2030			20,477.7
RegionalCare Hospital Partners Holdings, Inc.	330 Seven Springs Way, Brentwood, TN 37027	Health Care Equipment and Services	First lien senior secured loan	7.96	%	SOFR (S)	3.50	%	05/2031			10,891.3
Resonetics, LLC	26 Whipple Street, Nashua, NH 03060	Health Care Equipment and Services	First lien senior secured loan	7.60	%	SOFR (S)	3.25	%	06/2031			29,808.7
RFS Opco LLC ⁽¹⁴⁸⁾	45 Rockefeller Plaza, 5th Floor, New York, NY 10111	Financial Services	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%	04/2031			42,393.8	⁽⁴⁾
Ring Container Technologies Group, LLC	1 Industrial Park Road, Oakland, TN 38060	Materials	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%	08/2028			3,074.1
Rocket Software, Inc.	77 4th Avenue, Waltham, MA 02451	Software & Services	First lien senior secured loan	8.61	%	SOFR (M)	4.25	%	11/2028			30,192.5
Royal Borrower, LLC and Royal Parent, LP ⁽¹⁴⁹⁾	3720 Zip Industrial Boulevard SE, Atlanta, GA 30354	Consumer Distribution and Retail	First lien senior secured revolving loan						07/2030			—
		Consumer Distribution and Retail	First lien senior secured loan	9.77	%	SOFR (M)	5.25	%	07/2030			18,326.0
		Consumer Distribution and Retail	Class A preferred units	10.00	% PIK					3.95	%	3,912.4
RRAM 2022-21	9 W 57th Street, 17th Floor, New York, NY 10019	Investment Funds and Vehicles	Collaterized loan obligation	12.90	%				01/2123			9,613.2	⁽⁴⁾
RRAM 2024-30	9 W 57th Street, 17th Floor, New York, NY 10019	Investment Funds and Vehicles	Collaterized loan obligation	12.46	%				07/2036			6,411.2	⁽⁴⁾
Runway Bidco, LLC ⁽¹⁵⁰⁾	3201 Dallas Parkway, Frisco, TX 75034	Software & Services	First lien senior secured loan	9.33	%	SOFR (S)	5.00	%	12/2031			1,927.0
RVRPK 2024-1	345 Park Avenue, New York, NY 10154	Investment Funds and Vehicles	Collaterized loan obligation	9.15	%	SOFR (Q)	4.80	%	01/2038			6,516.3	⁽⁴⁾
RWA Wealth Partners, LLC ⁽¹⁵¹⁾	85 Wells Avenue, Newton, MA 02459	Financial Services	First lien senior secured loan	9.27	%	SOFR (S)	4.75	%	11/2030			7,672.5	⁽⁴⁾
		Financial Services	First lien senior secured loan	9.16	%	SOFR (Q)	4.75	%	11/2030			357.5	⁽⁴⁾
Ryan Specialty Group, LLC	155 N Wacker Drive, Suite 4000, Chicago, IL 60606	Insurance	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%	09/2031			23,803.8	⁽⁴⁾
Sandlot Action Sports, LLC	34 E 51st Street, New York, NY 10022	Media & Entertainment	Common units							0.14	%	25.0
Sapphire Software Buyer, Inc. ⁽¹⁵²⁾	675 Almanor Avenue, Sunnyvale, CA 94085	Software & Services	First lien senior secured loan	9.75% (3.00	% PIK)	SOFR (S)	5.50	%	09/2031			46,861.1
Saturn Purchaser Corp.	201 1st Street, Suite 307, Petaluma, CA 94952	Commercial & Professional Services	First lien senior secured loan	9.81	%	SOFR (Q)	5.25	%	07/2029			7,678.7
SCIH Salt Holdings Inc.	10955 Lowell Avenue, Suite 500, Overland Park, KS 66210	Consumer Distribution and Retail	First lien senior secured loan	7.57	%	SOFR (Q)	3.00	%	01/2029			50,173.3
Sedgwick Claims Management Services, Inc.	8125 Sedgwick Way, Memphis, TN 38125	Software & Services	First lien senior secured loan	7.59	%	SOFR (Q)	3.00	%	07/2031			50,634.8
Select Medical Corporation	4714 Gettysburg Road, Mechanicsburg, PA 17055	Health Care Equipment and Services	First lien senior secured loan	6.53	%	SOFR (S)	2.00	%	11/2031			5,511.4	⁽⁴⁾
Service Logic Acquisition, Inc. and MSHC, Inc.	214 N Tryon Street, Suite 2425, Charlotte, NC 28202	Consumer Services	First lien senior secured loan	8.09	%	SOFR (Q)	3.50	%	10/2027			36,614.4

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Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Severin Acquisition, LLC ⁽¹⁵³⁾	150 Parkshore Drive, Folsom, CA 95630	Software & Services	First lien senior secured loan	9.36% (2.25	% PIK)	SOFR (M)	5.00	%	10/2031			111,190.0
Sharp Midco LLC	7451 Keebler Way, Allentown, PA 18106	Health Care Equipment and Services	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%	12/2028			30,479.0
SIG Parent Holdings, LLC ⁽¹⁵⁴⁾	530 Oak Court Drive, Suite 245, Memphis, TN 38117	Insurance	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%	08/2031			25,167.0
Signia Aerospace, LLC ⁽¹⁵⁵⁾	4 Embarcadero Center, Suite 2660, San Francisco, CA 94111	Capital Goods	First lien senior secured loan	7.40	%	SOFR (S)	3.00	%	12/2031			25,797.8
Silk Holdings III Corp. and Silk Holdings I Corp. ⁽¹⁵⁶⁾	1 International Place, Suite 3240, Boston, MA 02110	Household & Personal Products	First lien senior secured revolving loan	8.33	%	SOFR (Q)	4.00	%	05/2029			3,300.3
		Household & Personal Products	First lien senior secured loan	9.83	%	SOFR (Q)	5.50	%	05/2029			38,753.1
		Household & Personal Products	Common stock							0.03	%	263.3
SIXST 2021-17	1 Letterman Drive, Building B, San Francisco, CA 94129	Investment Funds and Vehicles	Collaterized loan obligation	11.00	%				01/2034			3,582.2	⁽⁴⁾
SIXST 2022-21	1 Letterman Drive, Building B, San Francisco, CA 94129	Investment Funds and Vehicles	Collaterized loan obligation	10.39	%	SOFR (Q)	5.75	%	10/2037			2,080.0	⁽⁴⁾
SIXST 2024-27	1 Letterman Drive, Building B, San Francisco, CA 94129	Investment Funds and Vehicles	Collaterized loan obligation	9.61	%	SOFR (Q)	5.25	%	01/2038			1,754.4	⁽⁴⁾
Solar Bidco Limited ⁽¹⁵⁷⁾	7 Wornal Park, Menmarsh Road, Aylesbury HP18 9PH, United Kingdom	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	8.43	%	Euribor (Q)	5.75	%	11/2029			3,589.7	⁽⁴⁾
Sophia, L.P.	680 E Swedesford Road, Wayne, PA 19087	Software & Services	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	10/2029			15,289.9
		Software & Services	Second lien senior secured loan	9.11	%	SOFR (M)	4.75	%	11/2032			12,200.0
Sotera Health Holdings, LLC	9100 S Hills Boulevard, Broadview Heights, OH 44147	Health Care Equipment and Services	First lien senior secured loan	7.84	%	SOFR (Q)	3.25	%	05/2031			5,800.6	⁽⁴⁾
South Field, LLC	43250 Hibbetts-Mill Road, Wellsville, OH 43968	Independent Power and Renewable Electricity Producers	First lien senior secured loan	8.08	%	SOFR (Q)	3.75	%	08/2031			9,905.5
South Florida Motorsports, LLC	347 Don Shula Drive, Miami Gardens, FL 33056	Media & Entertainment	Class A common interest							2.00	%	4,139.8
Spaceship Purchaser, Inc. ⁽¹⁵⁸⁾	459 Broadway, 5th Floor, New York, NY 10013	Software & Services	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%	10/2031			103,232.2
Spark Purchaser, Inc. ⁽¹⁵⁹⁾	30 Hudson Yards, New York, NY 10001	Software & Services	First lien senior secured loan	9.83	%	SOFR (Q)	5.50	%	04/2031			17,254.1
SPEAK 2024-11	2001 Ross Avenue, Suite 1900, Dallas, TX 75201	Investment Funds and Vehicles	Collaterized loan obligation	13.48	%				07/2037			3,891.6	⁽⁴⁾
Specialty Building Products Holdings, LLC	2160 Satellite Boulevard, Suite 450, Duluth, GA 30097	Capital Goods	First lien senior secured loan	8.21	%	SOFR (M)	3.75	%	10/2028			6,942.8
SPX Flow, Inc.	13320 Ballantyne Corporate Place, Charlotte, NC 28277	Capital Goods	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	04/2029			13,989.7
St Athena Global LLC and St Athena Global Holdings Limited ⁽¹⁶⁰⁾	255 W Federal Street, Youngstown, OH 44503	Consumer Durables & Apparel	First lien senior secured revolving loan	9.84	%	SOFR (Q)	5.25	%	06/2029			982.4	⁽⁴⁾
		Consumer Durables & Apparel	First lien senior secured loan	9.95	%	SONIA (M)	5.25	%	06/2030			17,911.6	⁽⁴⁾
		Consumer Durables & Apparel	First lien senior secured loan	9.82	%	SOFR (Q)	5.25	%	06/2030			31,637.9	⁽⁴⁾
Star US Bidco LLC	14845 W 64th Avenue, Arvada, CO 80007	Capital Goods	First lien senior secured loan	8.11	%	SOFR (M)	3.75	%	03/2027			14,950.0
Station Casinos LLC	1505 S Pavilion Center Drive, Las Vegas, NV 89135	Consumer Services	First lien senior secured loan	6.38	%	SOFR (M)	2.00	%	03/2031			5,269.0	⁽⁴⁾
Stepstone Group MidCo 2 GmbH, The	Volklinger Strasse 1, 40219 Dusseldorf, Germany	Financial Services	First lien senior secured loan	8.83	%	SOFR (S)	4.50	%	12/2031			13,825.0	⁽⁴⁾
Steward Partners Global Advisory, LLC and Steward Partners Investment Advisory, LLC ⁽¹⁶¹⁾	2 Grand Central Tower, New York, NY 10017	Financial Services	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%	10/2028			2,621.5	⁽⁴⁾
		Financial Services	First lien senior secured loan	9.80	%	SOFR (Q)	5.25	%	10/2028			236.5	⁽⁴⁾
STKPK 2022-1	345 Park Avenue, New York, NY 10154	Investment Funds and Vehicles	Collaterized loan obligation	10.81	%	SOFR (Q)	6.15	%	10/2037			3,448.0	⁽⁴⁾
Sugar PPC Buyer LLC ⁽¹⁶²⁾	950 Third Avenue, New York, NY 10022	Food & Beverage	First lien senior secured loan	9.69	%	SOFR (M)	5.25	%	10/2030			24,812.5
Summer (BC) Bidco B LLC	4001 Kennett Pike, Suite 302, DE City, DE 19807	Media & Entertainment	First lien senior secured loan	9.59	%	SOFR (Q)	5.00	%	02/2029			1,964.6	⁽⁴⁾
		Media & Entertainment	First lien senior secured loan	9.09	%	SOFR (Q)	4.50	%	12/2026			1,010.8	⁽⁴⁾
Summit Acquisition Inc.	1 Glenlake Parkway, Suite 1075, Atlanta, GA 30328	Financial Services	First lien senior secured loan	8.08	%	SOFR (Q)	3.75	%	10/2031			9,045.0
Sunbit Receivables Trust IV ⁽¹⁶³⁾	10940 Wilshire Boulevard, Suite 1850, Los Angeles, CA 90024	Financial Services	Private asset-backed investment	11.56	%	SOFR (M)	7.25	%	12/2026			1,620.0
Sunvair Aerospace Group, Inc. and GB Helios Holdings, L.P. ⁽¹⁶⁴⁾	29145 The Old Road, Valencia, CA 91355	Capital Goods	First lien senior secured loan	9.74	%	SOFR (Q)	5.00	%	05/2031			32,285.8
		Capital Goods	Series A common units							0.61	%	1,376.6

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Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Superman Holdings, LLC ⁽¹⁶⁵⁾	17800 Royalton Road, Strongsville, OH 44136	Software & Services	First lien senior secured loan	8.86	%	SOFR (M)	4.50	%	08/2031			39,382.0
Supplying Demand, Inc. ⁽¹⁶⁶⁾	4077 Redwood Avenue, Los Angeles, CA 90066	Food & Beverage	First lien senior secured revolving loan						11/2027			—
Surf Holdings S.a r.l.	12c Rue Guillaume J Kroll, 1882 Cessange, Luxembourg	Financial Services	First lien senior secured loan	7.95	%	SOFR (M)	3.50	%	03/2027			16,505.6	⁽⁴⁾
Surgery Center Holdings, Inc.	340 Seven Springs Way, Brentwood, TN 37027	Health Care Equipment and Services	First lien senior secured loan	7.09	%	SOFR (M)	2.75	%	12/2030			34,774.0	⁽⁴⁾
SV Newco 2, Inc. ⁽¹⁶⁷⁾	24 Akerley Boulevard, Unit 1, Dartmouth, NS B3B 1J3, Canada	Commercial & Professional Services	First lien senior secured revolving loan						06/2031			—	⁽⁴⁾
		Commercial & Professional Services	First lien senior secured loan	9.26	%	SOFR (Q)	4.75	%	06/2031			16,218.9	⁽⁴⁾
Switch Master Holdco LLC	7135 S Decatur Boulevard, Las Vegas, NV 89118	Telecommunication Services	Private asset-backed investment	7.44	%	SOFR (S)	3.00	%	12/2025			20,052.0
		Telecommunication Services	Private asset-backed investment	7.44	%	SOFR (M)	3.00	%	12/2025			13,998.8
SYMP 2022-33	555 California Street, Suite 3100, San Francisco, CA 94104	Investment Funds and Vehicles	Collaterized loan obligation	9.69	%	SOFR (Q)	5.35	%	01/2038			2,512.5	⁽⁴⁾
SYMP 2022-36	555 California Street, Suite 3100, San Francisco, CA 94104	Investment Funds and Vehicles	Collaterized loan obligation	11.63	%	SOFR (Q)	7.00	%	10/2037			1,148.2	⁽⁴⁾
SYMP 2023-40	555 California Street, Suite 3100, San Francisco, CA 94104	Investment Funds and Vehicles	Collaterized loan obligation	9.67	%	SOFR (Q)	5.25	%	01/2038			1,507.8	⁽⁴⁾
Talen Energy Supply LLC	600 Hamilton Street, Suite 600, Allentown, PA 18101	Independent Power and Renewable Electricity Producers	First lien senior secured loan	7.02	%	SOFR (Q)	2.50	%	12/2031			3,508.8	⁽⁴⁾
TCI Buyer LLC and TCI Holdings, LP ⁽¹⁶⁸⁾	545 Columbia Avenue, Riverside, CA 92507	Household & Personal Products	First lien senior secured loan	9.09	%	SOFR (M)	4.75	%	11/2030			23,332.1
		Household & Personal Products	Common stock							0.80	%	1,694.0
Tempo Acquisition, LLC	4 Overlook Point, Suite 4OP, Lincolnshire, IL 60069	Commercial & Professional Services	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%	08/2028			12,918.6	⁽⁴⁾
Tenable Holdings, Inc.	6100 Merriweather Drive, 12th Floor, Columbia, MD 21044	Software & Services	First lien senior secured loan	7.22	%	SOFR (M)	2.75	%	07/2028			5,390.4	⁽⁴⁾
Teneo Holdings LLC	280 Park Avenue, 4th Floor, New York, NY 10017	Commercial & Professional Services	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%	03/2031			17,434.1
Texas Debt Capital CLO 2024-II Ltd	875 3rd Avenue, 24th Floor, New York, NY 10022	Investment Funds and Vehicles	Collaterized loan obligation	9.81	%	SOFR (Q)	5.25	%	01/2037			4,119.2	⁽⁴⁾
The Dun & Bradstreet Corporation	103 JFK Parkway, Short Hills, NJ 07078	Commercial & Professional Services	First lien senior secured loan	6.59	%	SOFR (M)	2.25	%	01/2029			44,825.6	⁽⁴⁾
The Edelman Financial Center, LLC	540 Madison Avenue, Suite 27B, New York, NY 10022	Financial Services	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%	04/2028			31,754.3	⁽⁴⁾
		Financial Services	Second lien senior secured loan	9.61	%	SOFR (M)	5.25	%	10/2028			52,861.2	⁽⁴⁾
The Hiller Companies, LLC ⁽¹⁶⁹⁾	3751 Joy Springs Drive, Mobile, AL 36693	Commercial & Professional Services	First lien senior secured revolving loan						06/2030			—
		Commercial & Professional Services	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%	06/2030			25,964.3
Thevelia (US) LLC	156 W 56th Street, 3rd Floor, New York, NY 10019	Commercial & Professional Services	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%	06/2029			9,519.1	⁽⁴⁾
THPT 2023-THL	600 Third Avenue, 40th Floor, New York, NY 10016	Investment Funds and Vehicles	Commercial mortgage-backed security	10.40	%				12/2034			5,021.5	⁽⁴⁾
Thunder Generation	251 Little Falls Drive, Wilmington, DE 19808	Independent Power and Renewable Electricity Producers	First lien senior secured loan	7.33	%	SOFR (Q)	3.00	%	10/2031			16,847.0
Tikehau Green Diamond II CFO Equity LP (170)	412 W 15th Street, 17th Floor, New York, NY 10011	Investment Funds and Vehicles	Private asset-backed investment	10.60	%	Euribor (Q)	7.75	%		4.36	%	2,836.0	⁽⁴⁾
Tikehau Ruby CLO Equity LP ⁽¹⁷¹⁾	412 W 15th Street, 17th Floor, New York, NY 10011	Investment Funds and Vehicles	Private asset-backed investment	13.06	%	Euribor (Q)	10.00	%		3.10	%	1,271.4	⁽⁴⁾
Tikehau Topaz LP ⁽¹⁷²⁾	412 W 15th Street, 17th Floor, New York, NY 10011	Investment Funds and Vehicles	Private asset-backed investment	13.57	%	SOFR (Q)	9.00	%		4.72	%	2,247.7	⁽⁴⁾
Touchdown Acquirer Inc.	1131 Broadway Street, Dayton, TN 37321	Materials	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%	02/2031			2,193.3	⁽⁴⁾
TPG IX Cardiff CI II, L.P.	5454 W 110th Street, Overland Park, KS 66211	Financial Services	Limited partnership interest							0.18	%	4,814.0	⁽⁴⁾
Trans Union LLC	555 W Adams Street, Chicago, IL 60661	Commercial & Professional Services	First lien senior secured loan	6.11	%	SOFR (M)	1.75	%	06/2031			11,460.1	⁽⁴⁾
TransDigm Inc.	1301 E 9th Street, Suite 3000, Cleveland, OH 44114	Capital Goods	First lien senior secured loan	6.83	%	SOFR (Q)	2.50	%	02/2031			21,782.8	⁽⁴⁾
		Capital Goods	First lien senior secured loan	7.08	%	SOFR (Q)	2.75	%	03/2030			16,560.0	⁽⁴⁾
		Capital Goods	First lien senior secured loan	6.83	%	SOFR (Q)	2.50	%	01/2032			2,497.6	⁽⁴⁾
Transit Technologies LLC ⁽¹⁷³⁾	2035 Lakeside Centre Way, Knoxville, TN 37922	Software & Services	First lien senior secured loan	9.17	%	SOFR (S)	4.75	%	08/2031			10,838.2
TransMontaigne Operating Company L.P.	1670 Broadway, Suite 3100, Denver, CO 80202	Energy	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	11/2028			17,684.5
Trident TPI Holdings, Inc.	460 E Swedesford Road, Suite 3000, Wayne, PA 19087	Materials	First lien senior secured loan	8.19	%	SOFR (S)	3.75	%	09/2028			38,180.2
Trinity Capital Inc	11755 Wilshire Boulevard, Suite 2450, Los Angeles, CA 90025	Financial Services	Corporate bond	7.54	%				10/2027			29,461.2	⁽⁴⁾
Truck-Lite Co., LLC, Ecco Holdings Corp. and Clarience Technologies, LLC ⁽¹⁷⁴⁾	1067 Centre Road, Auburn Hills, MI 48326	Automobiles & Components	First lien senior secured loan	10.27	%	SOFR (Q)	5.75	%	02/2031			34,571.4
		Automobiles & Components	Class A common units							0.11	%	2,767.7

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Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Truist Insurance Holdings, LLC ⁽¹⁷⁵⁾	3201 Beechleaf Court, Raleigh, NC 27604	Insurance	First lien senior secured revolving loan						05/2029			—
TSS Buyer, LLC ⁽¹⁷⁶⁾	620 Hearst Avenue, Berkeley, CA 94710	Commercial & Professional Services	First lien senior secured loan	10.23	%	SOFR (M)	5.50	%	06/2029			8,156.7
Ultra Clean Holdings, Inc.	26462 Corporate Avenue, Hayward, CA 94545	Semiconductors & Semiconductor Equipment	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	02/2028			5,932.6	⁽⁴⁾
United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP ⁽¹⁷⁷⁾	1355 Peachtree Street NE, Suite 1600, Atlanta, GA 30309	Health Care Equipment and Services	First lien senior secured revolving loan	10.14	%	SOFR (Q)	5.75	%	03/2029			228.9
		Health Care Equipment and Services	First lien senior secured loan	10.08	%	SOFR (Q)	5.75	%	03/2029			10,566.5
		Health Care Equipment and Services	Class A interests							0.03	%	127.3
United Talent Agency LLC	9336 Civic Center Drive, Beverly Hills, CA 90210	Media & Entertainment	First lien senior secured loan	8.20	%	SOFR (M)	3.75	%	07/2028			11,985.6
University Support Services LLC	3500 Sunrise Highway, Building 300, Great River, NY 11739	Consumer Services	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%	02/2029			34,032.8	⁽⁴⁾
UP Intermediate II LLC and UPBW Blocker LLC ⁽¹⁷⁸⁾	2606 Baldwin Road, Greenwood, MS 38930	Commercial & Professional Services	First lien senior secured revolving loan						03/2030			—
		Commercial & Professional Services	First lien senior secured loan	9.58	%	SOFR (Q)	5.25	%	03/2031			2,514.0
		Commercial & Professional Services	Common units							1.06	%	2,906.3
		Commercial & Professional Services	Common units							0.07	%	188.3
USALCO, LLC ⁽¹⁷⁹⁾	2601 Cannery Avenue, Baltimore, MD 21226	Materials	First lien senior secured loan	8.36	%	SOFR (M)	4.00	%	09/2031			23,779.5
UserZoom Technologies, Inc.	10 Almaden Boulevard, Suite 250, San Jose, CA 95113	Software & Services	First lien senior secured loan	12.75	%	SOFR (S)	7.50	%	04/2029			628.1
USI, Inc.	3611 Paesanos Parkway, Suite 300, San Antonio, TX 78231	Insurance	First lien senior secured loan	6.58	%	SOFR (Q)	2.25	%	11/2029			41,624.2
		Insurance	First lien senior secured loan	6.58	%	SOFR (Q)	2.25	%	09/2030			13,711.4
Vantage Data Centers Europe S.a r.l. ⁽¹⁸⁰⁾	2 Rue Peternelchen, Howald 2370, Luxembourg	Equity Real Estate Investment Trusts (REITs)	Private asset-backed investment	9.61	%	Euribor (M)	6.75	%	05/2029			1,995.6	⁽⁴⁾
Varsity Brands Holding Co., Inc., Hercules Achievement, Inc. and BCPE Hercules Holdings, LP	14460 Varsity Brands Way, Farmers Branch TX 75244	Consumer Durables & Apparel	First lien senior secured loan	8.27	%	SOFR (Q)	3.75	%	08/2031			71,066.2
Verde Purchaser LLC	375 Park Avenue, New York, NY 10152	Capital Goods	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%	11/2030			6,998.4	⁽⁴⁾
Vertex Service Partners, LLC and Vertex Service Partners Holdings, LLC ⁽¹⁸¹⁾	101 S Tryon Street, Charlote, NC 28202	Consumer Services	First lien senior secured revolving loan	10.12	%	SOFR (M)	5.75	%	11/2030			2,616.1
		Consumer Services	First lien senior secured loan	10.13	%	SOFR (M)	5.75	%	11/2030			31,424.2
		Consumer Services	First lien senior secured loan	9.50	%	SOFR (Q)	5.00	%	11/2030			266.1
		Consumer Services	Class B common units							0.19	%	661.6
Viant Medical Holdings, Inc.	405 W Geneva Drive, Tempe, AZ 85282	Health Care Equipment and Services	First lien senior secured loan	8.60	%	SOFR (Q)	4.00	%	10/2031			26,616.9

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Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
Victors Purchaser, LLC and WP Victors Co-Investment, L.P. ⁽¹⁸²⁾	3855 Sparks Drive SE, Grand Rapids, MI 49546	Software & Services	First lien senior secured revolving loan	8.26	%	CORRA (Q)	4.75	%	08/2031			922.4
		Software & Services	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%	08/2031			49,350.6
		Software & Services	Partnership units							0.27	%	1,913.6
Victory Buyer LLC	50 E 153rd Street, Bronx, NY 10451	Capital Goods	First lien senior secured loan	8.22	%	SOFR (M)	3.75	%	11/2028			13,989.6
Viper Bidco, Inc. ⁽¹⁸³⁾	1575 Sawdust Road, Spring, TX 77380	Software & Services	First lien senior secured loan	9.52	%	SOFR (S)	5.00	%	11/2031			14,779.4
		Software & Services	First lien senior secured loan	9.70	%	SONIA (M)	5.00	%	11/2031			8,547.7
Vobev, LLC and Vobev Holdings, LLC ⁽¹⁸⁴⁾	5454 W 150 S, Salt Lake City, UT 84104	Materials	First lien senior secured revolving loan	9.69	%	SOFR (S)	5.00	%	04/2028			0.8
		Materials	First lien senior secured loan	13.36	% PIK	SOFR (M)	9.00	%	03/2025			306.1
		Materials	First lien senior secured loan						04/2028			2,310.8
		Materials	Warrant to purchase Class B units						04/2028	1.00	%	—
		Materials	Warrant to purchase ordinary shares						11/2033	2.44	%	—
VOYA 2022-3	230 Park Avenue, New York, NY 10169	Investment Funds and Vehicles	Collaterized loan obligation	9.12	%	SOFR (Q)	4.50	%	10/2036			2,050.6	⁽⁴⁾
VOYA 2024-1	230 Park Avenue, New York, NY 10169	Investment Funds and Vehicles	Collaterized loan obligation	11.31	%	SOFR (Q)	6.65	%	04/2037			1,728.4	⁽⁴⁾
VS Buyer, LLC	2520 Northwinds Parkway, Alpharetta, GA 30009	Software & Services	First lien senior secured loan	7.12	%	SOFR (M)	2.75	%	04/2031			7,608.7
W.S. Connelly & Co., LLC and WSC Ultimate Holdings, LLC ⁽¹⁸⁵⁾	2501 Oak Lake Boulevard, Midlothian, VA 23112	Commercial & Professional Services	First lien senior secured revolving loan	8.33	%	SOFR (Q)	4.00	%	05/2030			7,039.3
		Commercial & Professional Services	First lien senior secured loan	9.58	%	SOFR (Q)	5.25	%	05/2030			22,736.9
		Commercial & Professional Services	Class A preferred units	10.00	% PIK					1.11	%	1,097.2
		Commercial & Professional Services	Class A common units							1.11	%	—
Wand Newco 3, Inc.	200 Bellevue Parkway, Suite 210, Wilmington, DE 19809	Automobiles & Components	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	01/2031			58,462.6
Watt Holdco Limited ⁽¹⁸⁶⁾	143 Barkby Road, Leicester LE4 9LG, United Kingdom	Independent Power and Renewable Electricity Producers	First lien senior secured loan	8.84	%	Euribor (Q)	6.00	%	09/2031			2,789.3	⁽⁴⁾
		Independent Power and Renewable Electricity Producers	First lien senior secured loan	10.70	%	SONIA (Q)	6.00	%	09/2031			1,373.8	⁽⁴⁾
Waystar Technologies, Inc.	2055 Sugarloaf Circle, Suite 600, Duluth, GA 30097	Health Care Equipment and Services	First lien senior secured loan	6.59	%	SOFR (S)	2.25	%	10/2029			13,301.7
WCI-BXC Purchaser, LLC and WCI-BXC Investment Holdings, L.P. ⁽¹⁸⁷⁾	39 Labombard Road, Lebanon, NH 03766	Pharmaceuticals, Biotechnology & Life Sciences	First lien senior secured loan	10.78	%	SOFR (Q)	6.25	%	11/2030			4,414.2
		Pharmaceuticals, Biotechnology & Life Sciences	Limited partnership interests							0.16	%	676.9
WEC US Holdings Ltd.	20 Stanwix Street, Pittsburgh, PA 15222	Capital Goods	First lien senior secured loan	6.80	%	SOFR (M)	2.25	%	01/2031			34,763.1
Wellington Bidco Inc. and Wellington TopCo LP ⁽¹⁸⁸⁾	555 California Street, San Francisco, CA 94104	Software & Services	First lien senior secured revolving loan	9.33	%	SOFR (Q)	5.00	%	06/2030			1,189.7
		Software & Services	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%	06/2030			51,464.7
		Software & Services	Class A-2 preferred units	8.00	% PIK					0.37	%	2,188.1
Wellington-Altus Financial Inc. ⁽¹⁸⁹⁾	201 Portage Avenue, 3rd Floor, Winnipeg, MB R3C 0B9, Canada	Financial Services	First lien senior secured loan	9.11	%	CORRA (Q)	5.00	%	08/2030			782.7	⁽⁴⁾
		Financial Services	Common stock							0.25	%	1,631.4	⁽⁴⁾
Whatabrands LLC	300 Concord Plaza Drive, San Antonio, TX 78216	Consumer Services	First lien senior secured loan	6.86	%	SOFR (M)	2.50	%	08/2028			13,416.5

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Issuer	Address	Business Description	Investment	Coupon ⁽³⁾		Reference ⁽¹⁾	Spread		Maturity Date	% of Class Held at 12/31/2024 ⁽²⁾		Fair Value
White Cap Supply Holdings, LLC	6250 Brook Hollow Parkway, Suite 100, Norcross, GA 30071	Capital Goods	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	10/2029				1,301.1
WideOpenWest Finance, LLC	7887 E Belleview Avenue, Suite 1000, Englewood, CO 80111	Media & Entertainment	First lien senior secured loan	11.55	%	SOFR (Q)	7.00	%	12/2028				3,389.6	⁽⁴⁾
WILDPK 2024-1	345 Park Avenue, New York, NY 10154	Investment Funds and Vehicles	Collaterized loan obligation	10.33	%	SOFR (Q)	5.75	%	10/2037				1,142.6	⁽⁴⁾
William Morris Endeavor Entertainment, LLC (IMG Worldwide Holdings, LLC)	9601 Wilshire Boulevard, Beverly Hills, CA 90210	Media & Entertainment	First lien senior secured loan	7.22	%	SOFR (M)	2.75	%	05/2025				39,695.2	⁽⁴⁾
World Insurance Associates, LLC and World Associates Holdings, LLC ⁽¹⁹⁰⁾	100 Wood Avenue S, 4th Floor, Iselin, NJ 08830	Insurance	First lien senior secured loan	10.08	%	SOFR (Q)	5.75	%	04/2028				17,072.4
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. ⁽¹⁹¹⁾	2652 Long Beach Avenue, Unit 2, Long Beach, CA 90058	Consumer Distribution and Retail	First lien senior secured revolving loan						01/2029				—
		Consumer Distribution and Retail	First lien senior secured loan	10.50	%	SOFR (Q)	6.25	%	01/2029				7,463.0
		Consumer Distribution and Retail	Common units							0.02	%		11.7
WRE Sports Investments LLC ⁽¹⁹²⁾	111 W 19th Street, 8th Floor, New York, NY 10011	Media & Entertainment	First lien senior secured loan	11.00% (5.50	% PIK)				07/2031				33,393.3
Wrench Group LLC	1787 Williams Drive, Marietta, GA 30066	Consumer Services	First lien senior secured loan	8.59	%	SOFR (Q)	4.00	%	10/2028				52,424.9
Xplor T1, LLC	11330 Olive Boulevard, Suite 200, Creve Coeur, MS 63141	Commercial & Professional Services	First lien senior secured loan	7.83	%	SOFR (S)	3.50	%	06/2031				16,250.5
Zayo Group Holdings, Inc.	1821 30th Street, Unit A, Boulder, CO 80301	Telecommunication Services	First lien senior secured loan	7.47	%	SOFR (M)	3.00	%	03/2027				23,282.3
Zelis Cost Management Buyer, Inc.	149 Newbury Street, Boston, MA 02116	Health Care Equipment and Services	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%	09/2029				5,965.8
Zelis Payments Buyer, Inc.	2 Crossroads Drive, Bedminster, NJ 07921	Financial Services	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%	11/2031				65,413.1
Zinc Buyer Corporation ⁽¹⁹³⁾	1014 S Wall Avenue, Joplin, MO 64801	Commercial & Professional Services	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%	07/2031				50,771.6
ZocDoc, Inc.	568 Broadway, 9th Floor, New York, NY 10012	Software & Services	First lien senior secured loan	11.02	%	SOFR (Q)	6.50	%	05/2029				32,500.0
Zuffa Guarantor LLC	200 5th Avenue, New York, NY 10010	Media & Entertainment	First lien senior secured loan	6.77	%	SOFR (Q)	2.25	%	11/2031				30,129.6	⁽⁴⁾
Zuora, Inc.	101 Redwood Shores Parkway, Redwood City, CA 94065	Software & Services	First lien senior secured loan	7.83	%	SOFR (S)	3.50	%	12/2031				19,900.0

Total Investments		Grand Total										$	11,549,149.4

(1)

Variable rate loans to the Fund’s portfolio companies bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR”) or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually (A), semi-annually (S), quarterly (Q), bi-monthly (B), monthly (M) or daily (D). For each such loan, the Fund has provided the interest rate in effect on the date presented.

(2)	Percentages shown for warrants or convertible preferred stock held represents the percentages of common stock we may own on a fully diluted basis, assuming we exercise our warrants or convert our preferred stock to common stock.

(3)	As defined in the Investment Company Act, we are an “Affiliate” of this portfolio company because we own 5% or more of the portfolio company’s outstanding voting securities.

(4)

This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Fund may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Fund’s total assets. Pursuant to Section 55(a) of the Investment Company Act 23% of the Fund’s total assets are represented by investments at fair value and other assets that are considered “non-qualifying assets” as of December 31, 2024.

(5)	$13,584.9 of total commitment of $13,584.9 remains undrawn as of December 31, 2024

(6)	$4,260.3 of total commitment of $4,260.3 remains undrawn as of December 31, 2024

(7)	$1,122.1 of total commitment of $1,122.1 remains undrawn as of December 31, 2024

(8)	$15,000.0 of total commitment of $15,000.0 remains undrawn as of December 31, 2024

(9)	$1,056.3 of total commitment of $1,056.3 remains undrawn as of December 31, 2024

(10)	$0.4 of total commitment of $1.0 remains undrawn as of December 31, 2024

(11)	$16,461.7 of total commitment of $16,461.7 remains undrawn as of December 31, 2024

(12)	$7,022.1 of total commitment of $7,022.1 remains undrawn as of December 31, 2024

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(13)	$17,304.7 of total commitment of $17,304.7 remains undrawn as of December 31, 2024

(14)	$14,342.0 of total commitment of $14,342.0 remains undrawn as of December 31, 2024

(15)	$506.8 of total commitment of $547.9 remains undrawn as of December 31, 2024

(16)	$5,854.1 of total commitment of $5,854.1 remains undrawn as of December 31, 2024

(17)	$3,386.3 of total commitment of $3,386.3 remains undrawn as of December 31, 2024

(18)	$3,393.9 of total commitment of $3,393.9 remains undrawn as of December 31, 2024

(19)	$2,070.9 of total commitment of $2,070.9 remains undrawn as of December 31, 2024

(20)	$36,930.6 of total commitment of $38,389.1 remains undrawn as of December 31, 2024

(21)	$5,819.7 of total commitment of $5,819.7 remains undrawn as of December 31, 2024

(22)	$2,081.6 of total commitment of $2,081.6 remains undrawn as of December 31, 2024

(23)	$10,426.1 of total commitment of $10,426.1 remains undrawn as of December 31, 2024

(24)	$16,132.7 of total commitment of $18,115.7 remains undrawn as of December 31, 2024

(25)	$2,408.3 of total commitment of $3,440.4 remains undrawn as of December 31, 2024

(26)	$21,428.6 of total commitment of $21,428.6 remains undrawn as of December 31, 2024

(27)	$9,286.2 of total commitment of $9,286.2 remains undrawn as of December 31, 2024

(28)	$8,673.6 of total commitment of $8,673.6 remains undrawn as of December 31, 2024

(29)	$22,219.7 of total commitment of $33,329.5 remains undrawn as of December 31, 2024

(30)	$22,168.3 of total commitment of $22,688.7 remains undrawn as of December 31, 2024

(31)	$20,140.5 of total commitment of $20,140.5 remains undrawn as of December 31, 2024

(32)	$1,595.7 of total commitment of $1,595.7 remains undrawn as of December 31, 2024

(33)	$722.7 of total commitment of $722.7 remains undrawn as of December 31, 2024

(34)	$5,384.6 of total commitment of $5,384.6 remains undrawn as of December 31, 2024

(35)	$3,127.4 of total commitment of $3,127.4 remains undrawn as of December 31, 2024

(36)	$4,767.2 of total commitment of $6,212.7 remains undrawn as of December 31, 2024

(37)	$1,900.0 of total commitment of $1,900.0 remains undrawn as of December 31, 2024

(38)	$1,520.0 of total commitment of $1,520.0 remains undrawn as of December 31, 2024

(39)	$4,213.2 of total commitment of $4,310.3 remains undrawn as of December 31, 2024

(40)	$2,041.6 of total commitment of $2,041.6 remains undrawn as of December 31, 2024

(41)	$2,548.0 of total commitment of $2,548.0 remains undrawn as of December 31, 2024

(42)	$1.5 of total commitment of $1.5 remains undrawn as of December 31, 2024

(43)	$1,470.6 of total commitment of $1,470.6 remains undrawn as of December 31, 2024

(44)	$1,330.7 of total commitment of $1,383.6 remains undrawn as of December 31, 2024

(45)	$1,877.8 of total commitment of $3,813.5 remains undrawn as of December 31, 2024

(46)	$410.8 of total commitment of $410.8 remains undrawn as of December 31, 2024

(47)	$0.5 of total commitment of $1.0 remains undrawn as of December 31, 2024

(48)	$4,455.2 of total commitment of $4,455.2 remains undrawn as of December 31, 2024

(49)	$21,965.8 of total commitment of $21,965.8 remains undrawn as of December 31, 2024

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(50)	$721.3 of total commitment of $721.3 remains undrawn as of December 31, 2024

(51)	$2,862.8 of total commitment of $3,456.0 remains undrawn as of December 31, 2024

(52)	$3,292.7 of total commitment of $3,292.7 remains undrawn as of December 31, 2024

(53)	$15,000.0 of total commitment of $18,750.0 remains undrawn as of December 31, 2024

(54)	$12,843.0 of total commitment of $12,896.5 remains undrawn as of December 31, 2024

(55)	$7,510.3 of total commitment of $7,519.8 remains undrawn as of December 31, 2024

(56)	$23,532.1 of total commitment of $23,532.1 remains undrawn as of December 31, 2024

(57)	$22,210.7 of total commitment of $22,210.7 remains undrawn as of December 31, 2024

(58)	$2,346.3 of total commitment of $2,346.3 remains undrawn as of December 31, 2024

(59)	$16,519.3 of total commitment of $16,519.3 remains undrawn as of December 31, 2024

(60)	$8,426.8 of total commitment of $8,426.8 remains undrawn as of December 31, 2024

(61)	$6,045.5 of total commitment of $8,750.0 remains undrawn as of December 31, 2024

(62)	$30,382.5 of total commitment of $30,382.5 remains undrawn as of December 31, 2024

(63)	$3,923.0 of total commitment of $4,224.4 remains undrawn as of December 31, 2024

(64)	$2,674.4 of total commitment of $2,674.4 remains undrawn as of December 31, 2024

(65)	$3,475.3 of total commitment of $3,475.3 remains undrawn as of December 31, 2024

(66)	$919.8 of total commitment of $919.8 remains undrawn as of December 31, 2024

(67)	$1,068.6 of total commitment of $1,068.6 remains undrawn as of December 31, 2024

(68)	$32,500.0 of total commitment of $32,500.0 remains undrawn as of December 31, 2024

(69)	$19,830.6 of total commitment of $19,830.6 remains undrawn as of December 31, 2024

(70)	$14,651.7 of total commitment of $20,625.7 remains undrawn as of December 31, 2024

(71)	$2,349.6 of total commitment of $2,349.6 remains undrawn as of December 31, 2024

(72)	$19,675.9 of total commitment of $22,080.8 remains undrawn as of December 31, 2024

(73)	$726.1 of total commitment of $726.1 remains undrawn as of December 31, 2024

(74)	$4,020.5 of total commitment of $4,020.5 remains undrawn as of December 31, 2024

(75)	$535.7 of total commitment of $1,607.1 remains undrawn as of December 31, 2024

(76)	$3,394.5 of total commitment of $3,394.5 remains undrawn as of December 31, 2024

(77)	$16,548.1 of total commitment of $16,548.1 remains undrawn as of December 31, 2024

(78)	$2,553.0 of total commitment of $2,553.0 remains undrawn as of December 31, 2024

(79)	$8,216.8 of total commitment of $8,216.8 remains undrawn as of December 31, 2024

(80)	$12,281.2 of total commitment of $13,645.8 remains undrawn as of December 31, 2024

(81)	$3,082.9 of total commitment of $3,082.9 remains undrawn as of December 31, 2024

(82)	$28,221.5 of total commitment of $28,221.5 remains undrawn as of December 31, 2024

(83)	$1,659.6 of total commitment of $1,659.6 remains undrawn as of December 31, 2024

(84)	$5,860.6 of total commitment of $5,860.6 remains undrawn as of December 31, 2024

(85)	$2,659.5 of total commitment of $2,659.5 remains undrawn as of December 31, 2024

(86)	$812.5 of total commitment of $812.5 remains undrawn as of December 31, 2024

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(87)	$7,564.0 of total commitment of $7,564.0 remains undrawn as of December 31, 2024

(88)	$39,000.0 of total commitment of $65,000.0 remains undrawn as of December 31, 2024

(89)	$5,632.2 of total commitment of $5,632.4 remains undrawn as of December 31, 2024

(90)	$3,277.7 of total commitment of $3,277.7 remains undrawn as of December 31, 2024

(91)	$255.9 of total commitment of $256.5 remains undrawn as of December 31, 2024

(92)	$4,279.0 of total commitment of $4,279.0 remains undrawn as of December 31, 2024

(93)	$6,155.1 of total commitment of $6,155.1 remains undrawn as of December 31, 2024

(94)	$7,778.7 of total commitment of $7,991.8 remains undrawn as of December 31, 2024

(95)	$1,044.1 of total commitment of $1,102.9 remains undrawn as of December 31, 2024

(96)	$735.5 of total commitment of $735.5 remains undrawn as of December 31, 2024

(97)	$16,319.7 of total commitment of $27,513.7 remains undrawn as of December 31, 2024

(98)	$904.0 of total commitment of $904.0 remains undrawn as of December 31, 2024

(99)	$538.7 of total commitment of $538.7 remains undrawn as of December 31, 2024

(100)

$17,404.9 of total commitment of $17,461.7 remains undrawn as of December 31, 2024

(101)

$1,990.0 of total commitment of $1,990.0 remains undrawn as of December 31, 2024

(102)

$3,310.7 of total commitment of $3,369.5 remains undrawn as of December 31, 2024

(103)

$1,147.0 of total commitment of $1,529.3 remains undrawn as of December 31, 2024

(104)

$3,073.6 of total commitment of $3,073.6 remains undrawn as of December 31, 2024

(105)

$13,171.4 of total commitment of $13,171.4 remains undrawn as of December 31, 2024

(106)

$3,997.1 of total commitment of $4,803.5 remains undrawn as of December 31, 2024

(107)

$182.2 of total commitment of $182.2 remains undrawn as of December 31, 2024

(108)

$2,150.5 of total commitment of $2,150.8 remains undrawn as of December 31, 2024

(109)

$1,102.2 of total commitment of $2,572.9 remains undrawn as of December 31, 2024

(110)

$5,538.2 of total commitment of $5,538.2 remains undrawn as of December 31, 2024

(111)

$172.6 of total commitment of $172.6 remains undrawn as of December 31, 2024

(112)

$4,388.4 of total commitment of $4,611.3 remains undrawn as of December 31, 2024

(113)

$76,698.1 of total commitment of $76,698.1 remains undrawn as of December 31, 2024

(114)

$3,103.9 of total commitment of $3,304.1 remains undrawn as of December 31, 2024

(115)

$5,027.9 of total commitment of $5,027.9 remains undrawn as of December 31, 2024

(116)

$1,075.0 of total commitment of $1,075.0 remains undrawn as of December 31, 2024

(117)

$3,119.0 of total commitment of $11,254.0 remains undrawn as of December 31, 2024

(118)

$5,319.8 of total commitment of $5,526.3 remains undrawn as of December 31, 2024

(119)

$7,861.5 of total commitment of $7,861.5 remains undrawn as of December 31, 2024

(120)

$22,120.1 of total commitment of $22,120.1 remains undrawn as of December 31, 2024

(121)

$12,959.1 of total commitment of $12,959.1 remains undrawn as of December 31, 2024

(122)

$1,697.6 of total commitment of $1,697.6 remains undrawn as of December 31, 2024

(123)

$5,911.7 of total commitment of $6,146.2 remains undrawn as of December 31, 2024

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(124)

$5.0 of total commitment of $5.0 remains undrawn as of December 31, 2024

(125)

$2,550.0 of total commitment of $2,550.0 remains undrawn as of December 31, 2024

(126)

$10,686.9 of total commitment of $10,936.9 remains undrawn as of December 31, 2024

(127)

$3,869.2 of total commitment of $4,092.4 remains undrawn as of December 31, 2024

(128)

$3,284.7 of total commitment of $3,284.7 remains undrawn as of December 31, 2024

(129)

$353.7 of total commitment of $353.7 remains undrawn as of December 31, 2024

(130)

$0.0 of total commitment of $1,189.6 remains undrawn as of December 31, 2024

(131)

$7,071.9 of total commitment of $7,072.4 remains undrawn as of December 31, 2024

(132)

$22,095.5 of total commitment of $22,095.5 remains undrawn as of December 31, 2024

(133)

$4,787.1 of total commitment of $4,787.1 remains undrawn as of December 31, 2024

(134)

$4,266.7 of total commitment of $4,266.7 remains undrawn as of December 31, 2024

(135)

$2,850.0 of total commitment of $3,088.6 remains undrawn as of December 31, 2024

(136)

$2,463.4 of total commitment of $2,463.4 remains undrawn as of December 31, 2024

(137)

$7,139.2 of total commitment of $7,139.2 remains undrawn as of December 31, 2024

(138)

$8,616.0 of total commitment of $9,091.5 remains undrawn as of December 31, 2024

(139)

$7,905.4 of total commitment of $7,905.4 remains undrawn as of December 31, 2024

(140)

$0.0 of total commitment of $2.0 remains undrawn as of December 31, 2024

(141)

$11,740.9 of total commitment of $17,758.5 remains undrawn as of December 31, 2024

(142)

$37,789.9 of total commitment of $38,875.6 remains undrawn as of December 31, 2024

(143)

$1,490.5 of total commitment of $1,490.5 remains undrawn as of December 31, 2024

(144)

$16,344.1 of total commitment of $16,344.1 remains undrawn as of December 31, 2024

(145)

$9,962.0 of total commitment of $9,962.0 remains undrawn as of December 31, 2024

(146)

$7,993.5 of total commitment of $7,993.5 remains undrawn as of December 31, 2024

(147)

$8,367.4 of total commitment of $8,783.8 remains undrawn as of December 31, 2024

(148)

$7,500.0 of total commitment of $7,500.0 remains undrawn as of December 31, 2024

(149)

$14,224.3 of total commitment of $14,506.8 remains undrawn as of December 31, 2024

(150)

$699.8 of total commitment of $699.8 remains undrawn as of December 31, 2024

(151)

$7,610.0 of total commitment of $7,610.0 remains undrawn as of December 31, 2024

(152)

$6,818.3 of total commitment of $6,818.3 remains undrawn as of December 31, 2024

(153)

$38,323.2 of total commitment of $38,323.2 remains undrawn as of December 31, 2024

(154)

$17,108.8 of total commitment of $17,108.8 remains undrawn as of December 31, 2024

(155)

$2,153.8 of total commitment of $2,153.8 remains undrawn as of December 31, 2024

(156)

$2,640.3 of total commitment of $5,940.6 remains undrawn as of December 31, 2024

(157)

$1,040.7 of total commitment of $1,040.7 remains undrawn as of December 31, 2024

(158)

$35,017.2 of total commitment of $35,017.2 remains undrawn as of December 31, 2024

(159)

$2,702.7 of total commitment of $2,702.7 remains undrawn as of December 31, 2024

(160)

$4,712.6 of total commitment of $5,783.6 remains undrawn as of December 31, 2024

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(161)

$1,914.5 of total commitment of $1,914.5 remains undrawn as of December 31, 2024

(162)

$5,314.4 of total commitment of $5,314.4 remains undrawn as of December 31, 2024

(163)

$1,080.0 of total commitment of $2,700.0 remains undrawn as of December 31, 2024

(164)

$38,101.9 of total commitment of $38,101.9 remains undrawn as of December 31, 2024

(165)

$18,589.5 of total commitment of $18,589.5 remains undrawn as of December 31, 2024

(166)

$18,643.7 of total commitment of $18,643.7 remains undrawn as of December 31, 2024

(167)

$16,224.0 of total commitment of $16,259.6 remains undrawn as of December 31, 2024

(168)

$18,204.8 of total commitment of $18,204.8 remains undrawn as of December 31, 2024

(169)

$9,108.0 of total commitment of $9,245.6 remains undrawn as of December 31, 2024

(170)

$2,448.1 of total commitment of $2,448.1 remains undrawn as of December 31, 2024

(171)

$357.2 of total commitment of $357.2 remains undrawn as of December 31, 2024

(172)

$977.0 of total commitment of $977.0 remains undrawn as of December 31, 2024

(173)

$6,332.0 of total commitment of $6,332.0 remains undrawn as of December 31, 2024

(174)

$7,531.4 of total commitment of $7,531.4 remains undrawn as of December 31, 2024

(175)

$4,792.2 of total commitment of $4,792.2 remains undrawn as of December 31, 2024

(176)

$1,748.8 of total commitment of $1,748.8 remains undrawn as of December 31, 2024

(177)

$6,513.5 of total commitment of $6,742.4 remains undrawn as of December 31, 2024

(178)

$2,139.5 of total commitment of $2,210.2 remains undrawn as of December 31, 2024

(179)

$2,434.8 of total commitment of $2,434.8 remains undrawn as of December 31, 2024

(180)

$1,659.6 of total commitment of $1,659.6 remains undrawn as of December 31, 2024

(181)

$12,683.5 of total commitment of $15,299.6 remains undrawn as of December 31, 2024

(182)

$17,638.4 of total commitment of $18,651.0 remains undrawn as of December 31, 2024

(183)

$4,259.3 of total commitment of $4,259.3 remains undrawn as of December 31, 2024

(184)

$0.2 of total commitment of $604.5 remains undrawn as of December 31, 2024

(185)

$15,087.2 of total commitment of $22,325.9 remains undrawn as of December 31, 2024

(186)

$606.8 of total commitment of $606.8 remains undrawn as of December 31, 2024

(187)

$194.6 of total commitment of $194.6 remains undrawn as of December 31, 2024

(188)

$17,637.0 of total commitment of $18,826.7 remains undrawn as of December 31, 2024

(189)

$3,883.4 of total commitment of $3,883.4 remains undrawn as of December 31, 2024

(190)

$7,927.6 of total commitment of $7,927.6 remains undrawn as of December 31, 2024

(191)

$796.3 of total commitment of $853.1 remains undrawn as of December 31, 2024

(192)

$8,806.7 of total commitment of $8,806.7 remains undrawn as of December 31, 2024

(193)

$19,265.6 of total commitment of $19,265.6 remains undrawn as of December 31, 2024

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INVESTMENT OBJECTIVE AND STRATEGIES

We were formed on March 15, 2022, as a Delaware statutory trust to invest primarily in first lien senior secured loans, second lien senior secured loans, subordinated secured and unsecured loans, subordinated debt, which in some cases includes equity and/or preferred components, and other types of credit instruments which may include commercial real estate mezzanine loans, real estate mortgages, distressed investments, securitized products, notes, bills, debentures, bank loans, convertible and preferred securities, infrastructure debt and government and municipal obligations, made to or issued by U.S. middle-market companies, which we generally define as companies with annual EBITDA between $10 million and $250 million. We expect that a majority of our investments will be in directly originated loans. For cash management and other purposes, we also invest in broadly syndicated loans and other more liquid credit investments, including in publicly traded debt instruments and other instruments that are not directly originated.

We have elected to be regulated as a BDC under the Investment Company Act. We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a BDC and a RIC, we are required to comply with certain regulatory requirements.

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. We seek to meet our investment objective by:

●

focusing on liquid and illiquid credit of U.S. companies, and to a lesser extent non-U.S. companies; and

●

maintaining rigorous portfolio monitoring to anticipate and pre-empt negative credit events in the portfolio

Our investment strategy is expected to capitalize on the Ares Credit Group’s scale and reputation in the market as an attractive solution provider to meet our investment objective. We also expect to benefit from Ares’ reputation and ability to transact in scale with speed and certainty, and its long-standing and extensive relationships with financial sponsors that require financing for their transactions.

Most of our investments will be in private U.S. companies (we generally have to invest at least 70% of our total assets in “qualifying assets,” including privately offered loans, equity and debt securities issued by private U.S. companies or certain public companies), but, we also expect to invest to some extent in non-U.S. companies. We do not expect to invest in emerging markets. While the majority of our assets will consist of instruments that generally cannot be readily liquidated without impacting our ability to realize their full value upon disposition, for cash management and other purposes and in order to provide liquidity for share repurchases, we currently anticipate maintaining a smaller allocation to broadly syndicated loans and other more liquid credit investments. We expect that the instruments underlying our liquid credit investments will primarily be the same as the instruments underlying our directly originated loans (including loans, notes, bonds and other corporate debt securities). We believe that our liquid credit investments will help maintain liquidity to satisfy any share repurchases we choose to make in our sole discretion and manage cash before investing subscription proceeds into directly originated loans while also seeking attractive investment returns. We expect these investments to enhance our risk/return profile and serve as a source of liquidity for the Fund.

We primarily invest in illiquid and restricted securities, and while most of our investments are expected to be in private U.S. companies (we generally have to invest at least 70% of our total assets in “qualifying assets,” including private U.S. companies), we may also invest from time to time in non-U.S. companies. Our portfolio may also include equity securities such as common stock, preferred stock, warrants or options, which may be obtained as part of providing a broader financing solution. We may also invest in foreign instruments. Under normal circumstances, we will invest directly or indirectly at least 80% of our total assets (net assets plus borrowings for investment purposes) in debt investments of varying maturities.

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predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.

We may, but are not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks, but we do not generally intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements entered into for speculative purposes are not expected to be material to the Fund’s business or results of operations. These hedging activities, which will be in compliance with applicable legal and regulatory requirements, may include the use of futures, options, currency options, forward contracts, and interest rate swaps, caps, collars and floors. We will bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy we employ will be successful.

We borrow and expect to continue to borrow funds, including under our Credit Facilities, to make additional investments. We will use this practice, which is known as “leverage,” to attempt to increase returns to our common shareholders, but it involves significant risks. A BDC generally will be permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to its common stock if its asset coverage, as defined in the Investment Company Act, would at least be equal to 200% immediately after each such issuance. In accordance with the Investment Company Act, a BDC is allowed to borrow amounts such that its asset coverage, calculated pursuant to the Investment Company Act, is at least 150% after such borrowing if certain requirements, including obtaining certain approvals, are met. The reduced asset coverage requirement permits a BDC to borrow up to two dollars for every dollar it has in assets less all liabilities and indebtedness not represented by senior securities issued by it. Because an affiliate of our investment adviser, as our sole initial shareholder, approved a proposal on October 7, 2022 that allows us to reduce our asset coverage ratio to 150%, the ratio applicable to our senior securities is 150%. The amount of leverage that we employ at any particular time will depend on our investment adviser’s and our Board of Trustees’ assessments of market and other factors at the time of any proposed borrowing, and we expect such borrowings to primarily be in the form of loans from banks or our issuance of senior securities to, banks, insurance companies, funds, institutional investors and other lenders and investors. See “Risk Factors — Risks Relating to Our Business and Structure — We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us” and “Regulation — Indebtedness and Senior Securities.”

Our investments are subject to a number of risks. See “Risk Factors.”

Our Investment Adviser and Our Administrator

The Fund’s investment activities are managed by Ares Capital Management, an investment adviser registered with the SEC under the Advisers Act. Our investment adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. Our administrator, Ares Operations, a subsidiary of Ares Management, provides certain administrative and other services necessary for us to operate.

Ares is a publicly traded, leading global alternative investment manager with approximately $484.4 billion of assets under management.¹ Since its inception in 1997, Ares has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns throughout market cycles. Ares believes each of its distinct but complementary investment groups in credit, private equity, real assets and secondaries is a market leader based on assets under management and investment performance. Ares was built upon the fundamental principle that each group benefits from being part of the greater whole.

We believe that each of Ares’ investment groups employs a disciplined, credit-oriented investment philosophy and is managed by a seasoned leadership team of senior professionals with extensive experience investing in, advising and underwriting assets held by our funds.

¹As of December 31, 2024, such assets under management includes approximately $12.8 billion managed by IHAM, an SEC-registered investment adviser and a wholly owned portfolio company of Ares Capital Corporation, a publicly traded BDC managed by our investment adviser.

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The Ares Credit Group is a leading manager of liquid and illiquid credit strategies across the non-investment grade credit universe, with approximately $348.8 billion of assets under management⁵ as of December 31, 2024. Ares is one of the largest self-originating direct lenders to the U.S. and European middle markets, providing one-stop financing solutions for small-to-medium sized companies, which we believe are underserved by traditional lenders.

Our objective is to bring the Ares Credit Group’s leading credit investment platform to the non-exchange traded BDC industry.

Market Opportunity

We believe that current and future market conditions present attractive opportunities for us to invest in liquid and illiquid credit. We believe below investment grade fixed income universe is inherently less efficient and less well serviced than other parts of the capital markets, ratings are less predictive of risk, the number of participants is limited, and the companies issuing debt require a more deliberate and focused investment underwriting. As such, we view Ares’ proprietary research, differentiated information gathering and local presence in many markets where Ares originates assets as disproportionate determinants of alpha and attractive risk adjusted returns for our investors.

In addition, according to Preqin AUM data, as of June 30, 2024, direct lending assets continue to grow given continued demand from investors, as well as demand from borrowers for agile, scaled, flexible capital. As a result, global direct lending AUM has grown over the last 20 years from $2.0 billion to $797.4 billion as of June 30, 2024, representing a compound annual growth rate of approximately 36%. According to Preqin data as of June 30, 2024, North America-focused direct lending committed but unallocated capital was $141 billion, which represents 22% of North American focused private equity sponsors’ committed but unallocated capital, indicating the implied need for $767 billion to deploy private equity sponsors’ committed but unallocated capital. As private equity sponsors are increasingly reliant on direct lending, we believe that scaled managers, such as Ares, will continue to fill the void and provide private financing solutions to meet private equity sponsors’ financing needs.

Potential Competitive Strengths

We believe that we have the following competitive advantages over other capital providers to middle-market companies:

The Ares Platform: Ares operates integrated groups across credit, real assets, private equity and secondaries. As of December 31, 2024, Ares oversaw a portfolio of investments in over 1,900 companies, over 1,750 alternative credit investments, over 555 properties, over 60 infrastructure assets and over 885 limited partnership interests across over 55 industries, which we believe provides us with access to an extensive network of relationships and insights into industry trends and the state of the capital markets. More specifically, our investment adviser provides us with investment advisory services pursuant to the Third Amended and Restated Investment Advisory and Management Agreement between us and our investment adviser (as may be amended and restated from time to time, the “investment advisory and management agreement”). Our investment adviser’s investment advisory business is served by a seasoned team within the Ares Credit Group. The Ares Credit Group is a leading manager of liquid and illiquid credit strategies across the non-investment grade credit universe, with approximately $348.8 billion of assets under management as of December 31, 2024.² We believe our affiliation with the Ares Credit Group provides a distinct competitive advantage across the credit spectrum through Ares’ market presence, scale and origination capabilities. We believe the Ares Credit Group’s market information, company knowledge and industry insight benefits our investment adviser as it identifies attractive liquid and illiquid credit investment opportunities for us. The Ares Credit Group’s investment professionals maintain extensive financial sponsor and intermediary relationships, which we believe provides valuable insight and access to transactions and information for us. The Ares Credit Group’s relationship network includes over 565 financial sponsors in the U.S. and over 395 financial sponsors in Europe and over 100 global banking institutions, as well as privately held companies, investment advisors, boutique investment banks, law firms, consultants and other parties.

²As of December 31, 2024, such assets under management includes approximately $12.8 billion managed by IHAM, an SEC-registered investment adviser and a wholly owned portfolio company of Ares Capital Corporation, a publicly traded BDC managed by our investment adviser.

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Broad Liquid and Illiquid Credit Strategy: The Ares Credit Group employs a broad credit investment strategy based on absolute and relative value considerations across both liquid and illiquid investments. Given the expansive credit strategy, the Ares Credit Group generally seeks to invest in multiple industries and geographies across the fixed income market, primarily in below investment grade instruments, including below investment grade bonds which are sometimes referred to as “high yield bonds” or “junk bonds.” For liquid credit investments, the Ares Credit Group screens for attractive opportunities in the primary and secondary investment universe of approximately 1,200 bank loans and approximately 1,000 high yield issuers. Due to the scale of the Ares Credit Group and its relationships with underwriters, we believe it sees substantially all new issues in the broadly syndicated loan and high yield bond markets that meet our size criteria. As such, the Ares Credit Group’s investment team members have familiarity with the universe of issuers which we believe facilitates both primary and secondary idea generation. For illiquid credit investments, the Ares Credit Group focuses on self-originating investments by pursuing a broad array of opportunities across multiple channels. We believe the Ares Credit Group’s sourcing advantages allows for enhanced asset selectivity as we believe there is a significant relationship between proprietary deal origination and credit performance.

Scale in the Credit Markets: Given the Ares Credit Group is a significant counterparty to investment banks and financial sponsors across a diverse set of credit strategies, we believe it gains differentiated access to primary and secondary investment opportunities. The Ares Credit Group is also one of the largest U.S. direct lenders and liquid credit managers, which makes it a desirable and flexible capital provider, especially in competitive markets. We believe the Ares Credit Group’s scale and experience enables it to identify attractive investment opportunities throughout economic cycles and across a company’s capital structure so that we may be able to make investments consistent with our stated investment objective. In addition, the Ares Credit Group has the flexibility to provide “one stop” financing with the ability to invest capital across the balance sheet and syndicate and hold larger investments than many of its competitors. In addition, we believe that the Ares Credit Group’s ability to provide capital at every level of the balance sheet provides a strong value proposition to borrowers, which supports meaningful deal sourcing and relative value analysis capabilities.

Fundamental Bottom-Up Research Approach: At its core, Ares is a value-oriented, fundamental, bottom-up, credit-focused investment firm. We believe that the Ares Credit Group’s proprietary research in over 55 industries and insights from a broad, global investment portfolio enables it to more effectively diligence and structure its products and investments. The Ares Credit Group employs a rigorous, in-depth, and repeatable research process that is designed to identify attractive risk-adjusted return opportunities within the liquid and illiquid investable universe and minimize defaults. Ares’ disciplined approach is consistent across the Ares platform and is focused on identifying sustainable business franchises with leading and defensible market positions, strong and properly incentivized management teams, solid liquidity and free cash flow generation, appropriate capital structures, and significant asset coverage. The Ares Credit Group’s research is both quantitative and qualitative in nature.

Extensive Industry Focus: The Ares Credit Group concentrates its overall investing activities in industries with a history of predictable and dependable cash flows and in which its investment professionals have had extensive investment experience. The Ares Credit Group’s investment professionals have developed long-term relationships with management teams and consultants in over 55 industries, and have accumulated substantial information and identified potential trends within these industries. In turn, we expect to benefit from these relationships, information and identification of potential trends in making investments.

Seasoned and Integrated Investment Team: The investment professionals in the Ares Credit Group have significant experience investing across market cycles. We believe this experience provides us with a competitive advantage in identifying, originating, investing in and managing a portfolio of credit investments. Within the Ares Credit Group, there are over 545 dedicated investment professionals, including over 85 partners with an average of approximately 26 years of experience. Additionally, the Ares Credit Group’s investment professionals operate on an integrated basis through the effective application of the principle of collaboration, which takes place on an ongoing basis, but is formally promoted through sophisticated internal systems and widely attended weekly or monthly meetings.

The Board of Trustees

Overall responsibility for the Fund’s oversight rests with the Board of Trustees. We have entered into our investment advisory and management agreement with our investment adviser, pursuant to which our investment adviser manages the Fund on a day-to-day basis. The Board of Trustees is responsible for overseeing our investment adviser and other service providers in our operations in accordance with the provisions of the Investment Company Act, the Fund’s second amended and restated bylaws (as such may be amended and restated from time to time, the “bylaws”) and applicable provisions of state and other laws. Our investment adviser

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keeps the Board of Trustees well informed as to our investment adviser’s activities on our behalf and our investment operations and provides the Board of Trustees with additional information as the Board of Trustees may, from time to time, request. The Board of Trustees is currently composed of seven members, four of whom are Trustees who are not “interested persons” of the Fund or our investment adviser as defined in the Investment Company Act.

Investment Selection

Ares’ investment philosophy was developed over 25 years ago and has remained consistent and relevant throughout a number of economic cycles. We are managed using a similar investment philosophy used by the investment professionals of Ares in respect of its other investment funds.

This investment philosophy involves, among other things:

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an assessment of the overall macroeconomic environment and financial markets and how such assessment may impact industry and asset selection;

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company-specific research and analysis; and

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with respect to each individual company, an emphasis on capital preservation, low volatility and minimization of downside risk.

The foundation of Ares’ investment philosophy is intensive credit investment analysis, a portfolio management discipline based on both market technicals and fundamental value-oriented research, and diversification strategy. Ares also recognizes the importance of considering ESG factors in the investment-decision making process in accordance with its Responsible Investment program. We follow a rigorous investment process based on:

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a comprehensive analysis of issuer creditworthiness, including a quantitative and qualitative assessment of the issuer’s business;

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an evaluation of management and its economic incentives;

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an analysis of business strategy and industry trends; and

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an in-depth examination of capital structure, financial results and projections.

We seek to identify those companies exhibiting superior fundamental risk-reward profiles and strong defensible business franchises while focusing on the relative value of the investment across the industry as well as for the specific company.

Investment Process Overview

Sourcing Investment Opportunities

The Ares Credit Group’s investment strategy is to focus on generating the widest universe of deal flow and to apply a consistent and rigorous approach to investment due diligence in order to select what it considers to be the most appealing opportunities.

For illiquid credit, the Ares Credit Group employs a multi-channel approach to direct origination, which includes relationships with financial sponsors, management teams, lawyers, accountants, intermediaries and M&A advisors. The Ares Credit Group typically reviews over 1,600 distinct U.S. direct lending transaction opportunities annually, with a closing ratio of approximately 3-5%.

For liquid credit, the Ares Credit Group screens for attractive opportunities in the primary and secondary investment universe of approximately 1,200 bank loans and approximately 1,000 high yield issuers. Due to the scale and relationships of the Ares Credit Group, it sees substantially all new issues in the bank loan and high yield bond markets. As such, the investment team members have familiarity with the universe of issuers which facilitates both primary and secondary idea generation.

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The Investment Process

Our portfolio is managed by Mitchell Goldstein and Michael L. Smith, who serve as Co-Heads of the Ares Credit Group. In managing the portfolio, Mitchell Goldstein and Michael L. Smith serve on the ASIF Investment Committee, which is comprised of portfolio managers and investment professionals from a number of our underlying credit disciplines. See “Portfolio Management — Our Investment Adviser — Investment Committee.”

ASIF Investment Committee meetings cover a variety of topics. The forum is intended to facilitate a congress of expert opinions from across the credit spectrum. Members discuss macroeconomic trends, U.S. and global growth (or contraction), labor market trends, inflation trends, fiscal and monetary policy trends, asset valuations, liquidity conditions and investor sentiment. Each is addressed with respect to its potential effect on lending conditions and credit spreads across underlying asset classes. Unanimous consent is encouraged but not required. However, the agenda tends to facilitate development of broad “house views” as to macroeconomic forecasts. Specific focus is given to the subject of valuation, and whether each credit asset class is priced attractively relative to its fundamental (absolute) risk and also by comparison to other credit assets. Healthy disagreement on this topic is encouraged, and particular consideration is given to the spreads at which most recent loans or bonds have been underwritten by the investment teams of each asset class. The end objective is to determine which asset classes provide the most attractive risk-adjusted returns.

The process culminates as Mitchell Goldstein and Michael L. Smith determine portfolio positioning and decide how much of our portfolio is invested in each credit asset class. The composition and construction of each underlying asset category is then determined by the portfolio managers specific to that asset category. To the extent possible, such portfolio managers are the same as would be employed in managing a standalone fund within that underlying asset class and the pool of investment ideas from which the underlying asset category is populated would similarly be the same. All investments are either sourced from third parties or by Ares directly, but we expect a significant portion of our investments to be directly originated by the Ares investment teams. While each underlying investment team employs its own distinct investment process tailored to that asset class, all portfolio investments undergo intensive screening, due diligence, and credit analyses focused on principal preservation and long-term value creation in market leading businesses. This ensures the integrity of the process down to the selection of specific companies and credits and is intended to maximize “best ideas” capture across the platform. As the allocation between various asset classes change, underlying portfolio managers are directed to monetize assets or increase their investments to raise liquidity or deploy additional investment capital.

Investments

Directly Originated Investments

For our directly originated investments, we primarily invest in portfolio companies in the form of first lien senior secured loans (including “unitranche” loans which are loans that combine both senior and subordinated debt, generally in a first lien position), second lien senior secured loans, subordinated secured and unsecured loans and subordinated debt, which in some cases includes an equity component and preferred equity, real estate mezzanine loans, real estate mortgages and infrastructure debt. The first and second lien senior secured loans generally have terms of three to 10 years. In connection with our first and second lien senior secured loans, we generally receive security interests in certain assets of our portfolio companies that could serve as collateral in support of the repayment of such loans. First and second lien senior secured loans generally have floating interest rates, which may have interest rate floors, and also may provide for some amortization of principal and excess cash flow payments, with the remaining principal balance due at maturity.

We structure our subordinated debt investments primarily as unsecured subordinated loans that provide for relatively higher fixed interest rates. The subordinated debt investments generally have terms of up to 10 years. These loans typically have interest-only payments, with amortization of principal, if any, deferred to the later years of the subordinated debt investment. In some cases, we may enter into loans that, by their terms, convert into equity or additional debt or defer payments of interest (or at least cash interest) for the first few years after our investment. Also, in some cases our subordinated debt will be secured by a subordinated lien on some or all of the assets of the borrower.

In some cases, our debt and preferred equity investments may provide for a portion of the interest or dividends payable to be PIK. To the extent interest or dividends are PIK, they will be payable through the increase of the principal amount of the loan or preferred

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equity by the amount of interest or dividend due on the then-outstanding aggregate principal amount of such loan or preferred equity and is generally collected upon repayment of the outstanding principal or redemption of the equity, as applicable.

In the case of our first and second lien senior secured loans, subordinated debt and preferred equity investments, we tailor the terms of the investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that aims to protect our rights and manage our risk while creating incentives for the portfolio company to achieve its business plan and improve its profitability. For example, in addition to generally seeking a senior position in the capital structure of our portfolio companies, we will seek, where appropriate, to limit the downside potential of our investments by:

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targeting a total return on our investments (including from both interest and potential equity appreciation) that compensates us for credit risk;

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incorporating call protection and interest rate floors for floating rate loans, into the investment structure; and

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negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or participation rights.

We generally require financial covenants and terms that require an issuer to reduce leverage, thereby enhancing credit quality. These methods include: (a) maintenance leverage covenants requiring a decreasing ratio of indebtedness to cash flow over time, (b) maintenance cash flow covenants requiring an increasing ratio of cash flow to the sum of interest expense and capital expenditures and (c) indebtedness incurrence prohibitions, limiting a company’s ability to take on additional indebtedness. In addition, by including limitations on asset sales and capital expenditures we may be able to prevent a borrower from changing the nature of its business or capitalization without our consent.

Structurally, subordinated debt usually ranks junior in priority of payment to senior secured loans and is often unsecured. However, subordinated debt ranks senior to preferred and common equity in a borrower’s capital structure. Subordinated debt investments generally offer lenders fixed returns in the form of interest payments and will often provide lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity interest. This equity interest typically takes the form of preferred equity, an equity co-investment and/or warrants. The preferred equity, equity co-investment and warrants (if any) associated with a subordinated debt investment typically allow lenders to receive repayment of their debt principal on an agreed upon amortization schedule or at maturity while retaining their equity interest in the borrower.

Warrants we receive with our debt investments may require only a nominal cost to exercise, and thus, as a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we also obtain registration rights in connection with these equity interests, which may include demand and “piggyback” registration rights.

We believe that our focus on generating proprietary deal flow and lead investing gives us greater control over the capital structures and investment terms described above and enables us to actively manage our investments. Moreover, by leading the investment process, we are often able to secure controlling positions in loan tranches, thereby providing additional control in investment outcomes.

To a lesser extent, we also make common equity investments, which have generally been non-control equity investments of less than $20 million (usually in conjunction with a concurrent debt investment). However, we may increase the size or change the nature of these investments.

Non-Originated Investments

For our non-originated loans, we primarily invest in broadly syndicated loans, corporate bonds and structured credit instruments, including CLOs. Broadly syndicated loans may be senior secured corporate loans, which generally benefit from liens on collateral, are rated below-investment grade and typically pay interest at rates that are determined periodically on the basis of a floating base lending

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rate, primarily SOFR, plus a spread. Broadly syndicated loans are typically made to U.S. and, to a lesser extent, non-U.S. corporations, partnerships, limited liability companies and other business entities (together with issuers of corporate bonds and other debt securities, “Borrowers”) which operate in various industries and geographical regions. Borrowers may obtain broadly syndicated loans, among other reasons, to refinance existing debt, engage in acquisitions, pay dividends, recapitalize, complete leveraged buyouts and for general corporate purposes. Broadly syndicated loans rated below investment grade are sometimes referred to as “leveraged loans.” We may invest in broadly syndicated loans through assignments of or, to a lesser extent, participations in broadly syndicated loans. We may also utilize various types of derivative instruments for the purpose of gaining additional exposure to broadly syndicated loans.

Corporate Bonds

An issuer of high-yield corporate bonds typically pays the investor a fixed rate of interest and must repay the amount borrowed on or before maturity. The investment return of high yield corporate bonds reflects interest on the security and changes in the market value of the security. The market value of a high yield corporate bond generally may be expected to rise and fall inversely with interest rates. The value of intermediate- and longer-term high yield corporate bonds normally fluctuates more in response to changes in interest rates than does the value of shorter-term high yield corporate bonds. The market value of a high yield corporate bond also may be affected by investors’ perceptions of the creditworthiness of the issuer, the issuer’s performance and perceptions of the issuer in the marketplace. There is a risk that the issuers of high yield corporate bonds may not be able to meet their obligations on interest or principal payments at the time called for by an instrument. We may also utilize various types of derivative instruments, including swaps, for the purpose of gaining additional exposure to high yield corporate bonds.

Structured Credit

We may also invest in asset-backed opportunities across broad sectors such as consumer and commercial specialty finance and corporate credit. We target investment opportunities that may include (i) debt and equity investments in U.S.-dollar-denominated CLOs that are primarily backed by corporate leveraged loans issued to primarily U.S. obligors, as well as Euro-denominated CLOs that are backed primarily by corporate leveraged loans issued to primarily European obligors; (ii) financings secured by pools of consumer loans, commercial loans or real estate assets; and (iii) the outright purchase of pools of consumer loans, commercial loans or real estate assets. The investments in the “equity” of structured credit products (including CLOs) refers to the junior-most or residual debt tranche of such structured credit products (i.e., the tranche whose rights to payment are not senior to any other tranche, which does not typically receive a credit rating and is typically not secured (and is also typically referred to as subordinated notes, income notes, preferred shares or preferred securities, or, more generally, as “equity”)). The CLO equity tranches (or other similar junior tranches) and privately issued asset-backed securities in which we may invest may be highly leveraged, which magnifies our risk of loss on such investments.

Investments in Stressed Issuers

(i)

corporate debt instruments relating to stressed and distressed industries or issuers;

(ii)

rescue-capital opportunities; and

(iii)

public and private stock issued in connection with restructurings and reorganizations or otherwise (“post-reorganization securities”).

Acquisition Opportunities

We believe that there may be opportunity for further consolidation in our industry. From time to time, we may evaluate potential strategic opportunities, including acquisitions of:

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asset portfolios;

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other private and public finance companies, BDCs and asset managers; and

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selected secondary market assets.

From time to time, we may engage in discussions with counterparties in respect of various potential strategic acquisition and investment transactions, including potential acquisitions of other finance companies, BDCs and asset managers. Some of these transactions could be material to our business and, if completed, could be difficult to integrate, result in increased leverage or dilution and/or subject us to unexpected liabilities. However, we have not engaged in any discussions that have progressed to the point at which the completion of any such transaction could be deemed to be probable or reasonably certain as of the date of this prospectus. Completion of any such transaction would be subject to completion of due diligence, finalization of key business and financial terms (including price) and negotiation of final definitive documentation as well as a number of other factors and conditions including, without limitation, the approval of our Board of Trustees, any required third party consents and, in certain cases, the approval of our shareholders. We cannot predict how quickly the terms of any such transaction could be finalized, if at all. Accordingly, there can be no assurance that such transaction would be completed. In connection with evaluating potential strategic acquisition and investment transactions, we may incur significant expenses for the evaluation and due diligence investigation of these potential transactions.

Industry and Geographic Region Compositions

We generally seek to invest in companies in the industries in which Ares’ investment professionals have direct expertise. The industries in the table listed below are where we have focused our investing activities; however, we may invest in other industries if we are presented with attractive opportunities.

The industrial and geographic compositions of our portfolio at fair value as of December 31, 2024 were as follows:

Industry
Software and Services	21.8	%
Health Care Equipment and Services	9.0
Capital Goods	8.8
Consumer Services	8.7
Commercial and Professional Services	7.3
Financial Services	6.7
Insurance	6.3
Media and Entertainment	5.8
Pharmaceuticals, Biotechnology and Life Sciences	4.7
Investment Funds and Vehicles	4.2
Consumer Distribution and Retail	2.7
Materials	2.3
Food and Beverage	1.7
Consumer Durables and Apparel	1.5
Automobiles and Components	1.5
Other	7.0
Total	100.0	%

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	As of December 31, 2024
Geographic Region
United States	90.3	%
Europe	5.5
Bermuda/Cayman Islands	2.9
Canada	1.2
Other	0.1
Total	100.0	%

As of December 31, 2024, loans on non-accrual status represented 0.1% of the total investments at amortized cost (or less than 0.1% at fair value).

On-Going Relationships with and Monitoring of Portfolio Companies

We closely monitor each liquid and illiquid investment. Real-time monitoring of individual credits or collateral, as applicable, and portfolio metrics are critical to our ongoing portfolio optimization and risk management goals.

For illiquid investments, in addition to covenants and other contractual rights and through board participation, when appropriate, we seek to enhance portfolio company performance post-investment by actively working with management on strategic and operating initiatives where there is an opportunity to do so. We may introduce managers of companies in which we have invested to other portfolio companies to capitalize on complementary business activities and best practices.

We believe that our focus on generating proprietary deal flow gives us greater control over capital structure and investment terms and lead investing enhances our ability to closely monitor each investment we make.

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Our investment adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our investment adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grade of a portfolio investment may be reduced or increased over time. The following is a description of each investment grade:


Investment grade		Description
4		Involves the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit.

3		Involves a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 3.

2		Indicates that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due. For investments graded 2, our investment adviser enhances its level of scrutiny over the monitoring of such portfolio company.

1		Indicates that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 1, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 1, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit. For investments graded 1, our investment adviser enhances its level of scrutiny over the monitoring of such portfolio company.

As of December 31, 2024, the weighted average grade of the investments in our portfolio at fair value was 3.0. For more information on our portfolio investment grades, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Portfolio and Investment Activity.”

Managerial Assistance

As a BDC, we must offer, and must provide upon request, significant managerial assistance to certain of our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. Our administrator may provide all or a portion of this assistance pursuant to our administration agreement, the costs of which will be reimbursed by us. We may receive fees for these services.

Exit of Investments

In addition to payments of principal and interest, we expect the primary methods for the strategy to realize returns on its investments include refinancings, sales of portfolio companies, and in some cases initial public offerings and secondary offerings. While many debt securities in which we invest have stated maturities up to ten years, virtually all are redeemed or sold prior to maturity. These securities often have call protection that requires an issuer to pay a premium if it redeems in the early years of an investment. However, there is no assurance that our investments will achieve realization events as a result of refinancings, sales of portfolio companies or public offerings and these realization events will become more unlikely when conditions in the loan and capital markets have deteriorated.

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Ares’ team of investment professionals regularly review investments and related market conditions in order to determine if an opportunity exists to realize returns on a particular investment. We believe the ability to utilize the entire resources of Ares, including the public market traders and research analysts, allows our investment adviser to gain access to current market information where the opportunity may exist to sell positions into the market at attractive prices.

Co-Investment Relief

We, our investment adviser and certain of our affiliates have received the Co-Investment Exemptive Order from the SEC that permits us and other BDCs and registered closed-end management investment companies managed by Ares to co-invest in portfolio companies with each other and with affiliated investment funds. Co-investments made under the Co-Investment Exemptive Order are subject to compliance with certain conditions and other requirements, which could limit our ability to participate in a co-investment transaction. We may also otherwise co-invest with funds managed by Ares or any of its downstream affiliates, subject to compliance with existing regulatory guidance, applicable regulations and our investment adviser’s allocation policy.

Competition

Our primary competitors include public and private funds, commercial and investment banks, commercial finance companies, other BDCs and private equity funds, each of which we may compete with for financing opportunities. Some of our competitors are substantially larger and have considerably greater financial and marketing resources than we do. For example, some competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wide variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the Investment Company Act imposes on us as a BDC. In addition, new competitors frequently enter the financing markets in which we operate. For more information concerning the competitive risks we face, see “Risk Factors — Risks Relating to Our Business and Structure — We operate in a highly competitive market for investment opportunities.”

We believe that the relationships of the members of the ASIF Investment Committee and of the partners of Ares enable us to learn about, and compete effectively for, financing opportunities with attractive middle-market companies in the industries in which we seek to invest. We believe that Ares’ professionals’ deep and long-standing direct sponsor relationships and the resulting proprietary transaction opportunities that these relationships often present, provide valuable insight and access to transactions and information. We use the industry information of Ares’ investment professionals to which we have access to assess investment risks and determine appropriate pricing for our investments in portfolio companies.

Non-Exchange Traded, Perpetual-Life BDC

We are a non-exchange traded BDC, meaning our Common Shares are not listed for trading on a stock exchange or other securities market, and a perpetual-life BDC, meaning we are an investment vehicle of indefinite duration that does not intend to complete a liquidity event within any specific time period, if at all, and whose Common Shares are intended to be sold by us monthly on a continuous basis at a price generally equal to our monthly NAV per share. In our perpetual-life structure, we have implemented a share repurchase program pursuant to which we intend to offer to repurchase, at the discretion of our Board of Trustees, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. However, the determination to repurchase our Common Shares in any particular quarter is solely at the Board of Trustees’ discretion and we are not obligated to offer to repurchase our Common Shares in any particular quarter or at all. We believe that our perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different market environments. This may reduce the risk of us being a forced seller of assets in market downturns compared to non-perpetual funds. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our Declaration of Trust or otherwise to effect a liquidity event at any time.

Non-Accelerated Filer Status

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severance payments for persons who also serve as one of our executive officers or as an executive officer of our investment adviser, we do not expect to include disclosures relating to executive compensation in our periodic reports or proxy statements and, as a result, do not expect to be required to seek shareholder approval of executive compensation and golden parachute compensation arrangements pursuant to Section 14A(a) and (b) of the Exchange Act.

Staffing

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees or affiliates of our investment adviser, Ares Capital Management, and our administrator, Ares Operations, each of which is a subsidiary of Ares Management, pursuant to the terms of our investment advisory and management agreement and our administration agreement, respectively, each as described below. Each of our executive officers is an employee or affiliate of our investment adviser or our administrator. Our day-to-day investment activities are managed by our investment adviser. Most of the services necessary for the origination of our investment portfolio are provided by investment professionals employed by Ares Capital Management. Ares Capital Management had approximately 230 U.S.-based investment professionals as of December 31, 2024 who focus on origination, transaction development, investment and the ongoing monitoring of our investments. We reimburse both our investment adviser and our administrator for a certain portion of expenses incurred in connection with such staffing, as described in more detail below. Because we have no employees, we do not have a formal employee relations policy.

Regulation as a BDC

We have elected to be regulated as a BDC under the Investment Company Act and have elected to be treated as a RIC under the Code. As with other companies regulated by the Investment Company Act, a BDC must adhere to certain substantive regulatory requirements. The Investment Company Act contains prohibitions and restrictions relating to certain transactions between BDCs and certain affiliates (including any investment advisers or sub-advisers), principal underwriters and certain affiliates of those affiliates or underwriters. Among other things, we generally cannot co-invest in any portfolio company in which a fund managed by Ares or any of its downstream affiliates (other than us and our downstream affiliates) is also co-investing. We, our investment adviser and certain of our affiliates have received the Co-Investment Exemptive Order from the SEC that permits us and other BDCs and registered closed-end management investment companies managed by Ares to co-invest in portfolio companies with each other and with affiliated investment funds. Co-investments made under the Co-Investment Exemptive Order are subject to compliance with certain conditions and other requirements, which could limit our ability to participate in co-investment transactions. We may also otherwise co-invest with funds managed by Ares or any of its downstream affiliates, subject to compliance with existing regulatory guidance, applicable regulations and our investment adviser’s allocation policy.

The Investment Company Act contains certain restrictions on certain types of investments we may make. Specifically, we may only invest up to 30% of our portfolio in entities that are not considered “eligible portfolio companies” (as defined in the Investment Company Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the Investment Company Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the Investment Company Act.

The Investment Company Act also requires that a majority of our trustees be persons other than “interested persons,” as that term is defined in Section 2(a)(19) of the Investment Company Act, who we refer to as “independent Trustees.” In addition, the Investment Company Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless that change is approved by holders of at least a majority of our outstanding voting securities. Under the Investment Company Act, the vote of holders of at least a “majority of outstanding voting securities” means the vote of the holders of the lesser of: (a) 67% or more of the outstanding Common Shares present at a meeting or represented by proxy if holders of more than 50% of the Common Shares are present or represented by proxy or (b) more than 50% of the outstanding Common Shares.

Under the Investment Company Act, we are not generally able to issue and sell our Common Shares at a price below net asset value per share. We may, however, sell our Common Shares, or warrants, options or rights to acquire our Common Shares, at a price below the current net asset value per share of our Common Shares if we comply with the provisions of Section 63(2) of the Investment Company Act, including the requirements that our Board of Trustees determine that such sale is in our best interests and the best interests of our common shareholders and our common shareholders approve such sale.

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We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. Our intention is to not write (sell) or buy put or call options to manage risks associated with the publicly traded securities of our portfolio companies. We may enter into hedging transactions to manage the risks associated with interest rate and currency fluctuations. We may purchase or otherwise receive warrants or options to purchase the common stock of our portfolio companies in connection with acquisition financings or other investments. In connection with such an acquisition, we may acquire rights to require the issuers of acquired securities or their affiliates to repurchase them under certain circumstances.

We do not intend to acquire securities issued in any investment company that exceed the limits imposed by the Investment Company Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any investment company (as defined in the Investment Company Act), invest more than 5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate unless certain conditions are met. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our common shareholders to additional expenses.

In accordance with the Investment Company Act, a BDC generally is allowed to borrow amounts such that its asset coverage, calculated pursuant to the Investment Company Act, is at least 150% (or 200% if certain requirements under the Investment Company Act are not met) immediately after such borrowing. As such, we are currently allowed to borrow amounts or issue debt securities or preferred stock, which we refer to collectively as “senior securities,” such that our asset coverage, as calculated pursuant to the Investment Company Act, equals at least 150% immediately after such borrowing (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). On October 7, 2022, our sole initial shareholder approved a proposal that allowed us to reduce our asset coverage ratio applicable to senior securities from 200% to 150%. See “Risk Factors—Risks Relating to Our Business and Structure—Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.”

Code of Ethics. We, Ares Capital Management and Ares Wealth Management Solutions, LLC have each adopted a code of ethics pursuant to Rule 17j-1 under the Investment Company Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Our code of ethics is filed as an exhibit to our registration statement of which this prospectus is a part. For information on how to obtain a copy of the code of ethics, see “Available Information” below.

Affiliated Transactions. We may be prohibited under the Investment Company Act from conducting certain transactions with our affiliates without the prior approval of our Trustees who are not interested persons and, in some cases, the prior approval of the SEC. We, our investment adviser and certain of our affiliates have received the Co-Investment Exemptive Order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of our investment adviser and certain funds managed and controlled by our investment adviser and its affiliates, subject to certain terms and conditions. In addition, certain Ares funds may have investment objectives that compete or overlap with, and may from time to time invest in asset classes similar to those targeted by, us. Consequently, we, on the one hand, and these other entities, on the other hand, may from time to time pursue the same or similar capital and investment opportunities. Pursuant to its investment allocation policy, Ares (including our investment adviser and its affiliates) endeavors to allocate investment opportunities in a fair and equitable manner, and in any event consistent with any fiduciary duties owed to us. Nevertheless, it is possible that we may not be given the opportunity to participate in certain investments made by other Ares funds. In addition, there may be conflicts in the allocation of investments among us and other Ares funds or one or more of our controlled affiliates or among the funds they manage, including investments made pursuant to the Co-Investment Exemptive Order. Further, such other Ares funds may hold positions in portfolio companies in which we have also invested. Such investments may raise potential conflicts of interest between us and such other Ares funds, particularly if we and such other Ares funds invest in different classes or types of securities or investments of the same underlying portfolio company. In that regard, actions may be taken by another Ares fund that are adverse to our interests, including, but not limited to, during a restructuring, bankruptcy or other insolvency proceeding or similar matter occurring at the underlying portfolio company.

Other. We will be periodically examined by the SEC for compliance with the Securities Act, Exchange Act and Investment Company Act, and are subject to the periodic reporting and related requirements of the Exchange Act.

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or our common shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We are also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.

Our website address is https://www.areswms.com/solutions/asif/. We make available free of charge on our website our Code of Conduct, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statement and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

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MANAGEMENT OF THE FUND

Board of Trustees

Our business and affairs are managed under the direction of our Board of Trustees. The responsibilities of the Board of Trustees include, among other things, the overall supervision of our investment activities, the oversight of the monthly valuation of our assets by our investment adviser (our Board of Trustees’ valuation designee), oversight of our financing arrangements and corporate governance activities. Our Board of Trustees consists of seven members, four of whom are not “interested persons” of the Fund or of our investment adviser as defined in Section 2(a)(19) of the Investment Company Act and are “independent,” as determined by our Board of Trustees. We refer to these individuals as our independent Trustees. Our Board of Trustees elects our executive officers, who serve at the discretion of the Board of Trustees.

Trustees

Information regarding the Board of Trustees is as follows:


Name, Address and Age⁽¹⁾	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee ⁽²⁾	Other Directorships of Public or Registered Investment Companies Held by Trustee During Past 5 Years

Independent Trustees

Sandra R. Anceleitz, 59	Trustee	Since 2022 (term expires 2026)	Sandra R. Anceleitz currently dedicates her time to non-profit work. From 1997 to 2010, Sandra R. Anceleitz served as Managing Director of the Global Loan Sales Group for Bank of America/Merrill Lynch.	2	Ares Core Infrastructure Fund

Ann Torre Bates, 67	Trustee	Since 2022 (term expires 2026)	Ann Torre Bates currently dedicates her time to serving on boards of directors of several companies in the financial sector. From 1997 to 2012, Ann Torre Bates was a strategic and financial consultant, principally with respect to corporate finance matters.	3	United Natural Foods, Inc., 19 investment companies in the Franklin Templeton Group of Mutual Funds, Ares Capital Corporation, Ares Core Infrastructure Fund

Steven B. McKeever, 64	Trustee	Since 2022 (term expires 2026)	Since 1997, Steven B. McKeever has been Chief Executive Officer of Hidden Beach Recordings, an independent record label based in Los Angeles, California.	2	Ares Capital Corporation

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Name, Address and Age⁽¹⁾	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee ⁽²⁾	Other Directorships of Public or Registered Investment Companies Held by Trustee During Past 5 Years

Eric B. Siegel, 67	Lead Independent Trustee	Since 2022 (term expires 2026)	Since 2005, Eric B. Siegel has served as Senior Advisor to the Chairman of the Milwaukee Brewers Baseball Club and a member of the Club’s Board of Advisors. From 1996 to 2020, Eric B. Siegel was a director of El Paso Electric Company, a New York Stock Exchange (“NYSE”) publicly traded utility company, where he also served as Chairman of the Executive Committee and Nominating and Governance Committee and member of the Audit Committee and Security Committee.	2	El Paso Electric Company, Ares Capital Corporation

Interested Trustees

R. Kipp deVeer, 52⁽³⁾	Trustee and Chairperson of the Board of Trustees	Since 2022 (term expires 2026)	Since September 2022, R. Kipp deVeer has served as an interested trustee and Chairperson of the Board of Trustees. R. Kipp deVeer is an interested director and Chief Executive Officer of Ares Capital Corporation. R. Kipp deVeer is a Director, Partner and Co-President of Ares. R. Kipp deVeer is a member of the Ares Credit Group’s U.S. Direct Lending Investment Committee (the “USDL Investment Committee”), and a number of other Ares investment committees, including for the European Direct Lending, Pathfinder and Insurance Solutions strategies.	2	Ares Management Corporation, Ares Capital Corporation

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Name, Address and Age⁽¹⁾	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee ⁽²⁾	Other Directorships of Public or Registered Investment Companies Held by Trustee During Past 5 Years

Mitchell Goldstein, 58⁽⁴⁾	Trustee and Co-Chief Executive Officer	Since 2022 (term expires 2026)	Since September 2022, Mitchell Goldstein has served as an interested trustee of the Fund and a Co-Chief Executive Officer of the Fund. Mitchell Goldstein is an interested director and Co-Chairperson of the Board of Directors of Ares Capital Corporation. Mitchell Goldstein is a Partner in and Co-Head of the Ares Credit Group. Mitchell Goldstein serves on the Ares Operating Committee. Mitchell Goldstein is also Vice President and interested trustee of CION Ares Diversified Credit Fund. Mitchell Goldstein is a member of the ASIF Investment Committee, the Ares Credit Group’s USDL, Commercial Finance and Pathfinder Investment Committees, the Ivy Hill Asset Management Investment Committee, the Ares Infrastructure Debt Investment Committee and the Ares Asia Direct Lending (Australia) Investment Committee.	3	Ares Capital Corporation, CION Ares Diversified Credit Fund

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Name, Address and Age⁽¹⁾	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee ⁽²⁾	Other Directorships of Public or Registered Investment Companies Held by Trustee During Past 5 Years

Michael L. Smith, 54⁽⁵⁾	Trustee and Co-Chief Executive Officer	Since 2022 (term expires 2026)	Since September 2022, Michael L. Smith has served as an interested Trustee of the Fund and a Co-Chief Executive Officer of the Fund. Michael L. Smith is an interested director and Co-Chairperson of the Board of Directors of Ares Capital Corporation. Michael L. Smith is a Partner in and Co-Head of the Ares Credit Group, Vice President of CION Ares Diversified Credit Fund and serves on the Ares Operating Committee. Michael L. Smith is a member of the ASIF Investment Committee, Ares Credit Group’s USDL, Opportunistic Credit and Commercial Finance Investment Committees, the Ares Secondaries Group’s Private Equity Investment Committee, and the Ares Infrastructure Group’s Infrastructure Opportunities, Climate Infrastructure Partners and Infrastructure Debt Investment Committees.	2	Ares Capital Corporation

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Executive Officers and Certain Other Officers Who are Not Trustees

Information regarding our executive officers and certain other officers who are not Trustees is as follows:


Name, Address and Age	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years

Joshua M. Bloomstein, 51	General Counsel and Secretary	Since 2022 (indefinite term)	Since September 2022, Joshua M. Bloomstein has served as General Counsel and Secretary of the Fund. Additionally, he is General Counsel, Vice President and Secretary of Ares Capital Corporation, Vice President and Assistant Secretary of CION Ares Diversified Credit Fund, Vice President and Assistant Secretary of Ares Commercial Real Estate Corporation and Vice President and Assistant Secretary of Ares Dynamic Credit Allocation Fund, Inc.. He joined Ares in November 2006 and currently serves as a Partner and General Counsel (Credit) and Deputy General Counsel (Corporate) of Ares Management.

Paul Cho, 42	Chief Accounting Officer	Since February 2024 (indefinite term)	Since February 2024, Paul Cho has served as Chief Accounting Officer of the Fund. Paul Cho is Chief Accounting Officer of Ares Capital Corporation. Additionally, Paul Cho serves as Vice President of Ares Dynamic Credit Allocation Fund, Inc. and Vice President of CION Ares Diversified Credit Fund. Paul Cho joined Ares in 2008 and currently serves as a Managing Director and Chief Accounting Officer in the Ares Finance and Accounting Department.

Angela Lee, 38	Vice President and Assistant Treasurer	Since February 2024 (indefinite term)	Since February 2024, Angela Lee has served as Vice President and Assistant Treasurer of the Fund. Angela Lee is Vice President and Assistant Treasurer of Ares Capital Corporation. Additionally, Angela Lee serves as Vice President of Ares Dynamic Credit Allocation Fund, Inc. and Vice President of CION Ares Diversified Credit Fund. Angela Lee joined Ares in 2010 and currently serves as a Managing Director in the Ares Finance and Accounting Department.

Scott C. Lem, 47	Chief Financial Officer and Treasurer	Since 2022 (indefinite term)	Since September 2022, Scott C. Lem has served as Chief Financial Officer and Treasurer of the Fund. Scott C. Lem is Chief Financial Officer and Treasurer of Ares Capital Corporation. He joined Ares in July 2003 and currently serves as a Partner and Chief Financial Officer of the Public Credit Funds in the Ares Finance and Accounting Department. Scott C. Lem additionally serves as Chief Financial Officer and Treasurer of Ares Dynamic Credit Allocation Fund, Inc. and Chief Financial Officer and Treasurer of CION Ares Diversified Credit Fund.

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Name, Address and Age	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years

Jana Markowicz, 44	Chief Operating Officer	Since 2023 (indefinite term)	Since January 2023, Jana Markowicz has served as Chief Operating Officer of the Fund and a member of the ASIF Investment Committee. Jana Markowicz is Chief Operating Officer of Ares Capital Corporation. Jana Markowicz joined Ares in 2005 as a member of the U.S. Direct Lending investment team. Jana Markowicz currently serves as Partner and Chief Operating Officer for U.S. Direct Lending in the Ares Credit Group.

Jim Miller, 48	President	Since 2023 (indefinite term)	Since January 2023, Jim Miller has served as President of the Fund and a member of the ASIF Investment Committee. Jim Miller is Co-President of Ares Capital Corporation. Jim Miller is a Partner in the Ares Credit Group and serves as Co-Head for Ares’ U.S. Direct Lending strategy and serves on Ares’ USDL Investment Committee. Jim Miller also serves on the Ares Sports, Media and Entertainment Investment Committee and acts as a co-lead for the strategy.

Lisa Morgan, 49	Chief Compliance Officer	Since 2022 (indefinite term)	Since September 2022, Lisa Morgan has served as Chief Compliance Officer of the Fund. Lisa Morgan is a Partner and Chief Compliance Officer, Registered Products in the Ares Compliance Group. Lisa Morgan also serves as the Chief Compliance Officer of Ares Dynamic Credit Allocation Fund, Inc., CION Ares Diversified Credit Fund, Ares Private Markets Fund, Ares Capital Corporation and Ares Core Infrastructure Fund. Prior to joining Ares in 2017, Lisa Morgan was a Partner in the Business Practices Group at Eversheds Sutherland, where she focused on the formation, regulation and operation of public and private funds, including business development companies.

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Name, Address and Age	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years

Naseem Sagati Aghili, 43	Vice President	Since 2022 (indefinite term)	Since September 2022, Naseem Sagati Aghili has served as Vice President of the Fund. Naseem Sagati Aghili is Partner, General Counsel and Corporate Secretary of Ares and additionally serves on the Ares Operating and Enterprise Risk Committees. She also serves as Chief Legal Officer, Vice President and Assistant Secretary of Ares Private Markets Fund, and as Vice President of Ares Dynamic Credit Allocation Fund, Inc., CION Ares Diversified Credit Fund, Ares Capital Corporation and Ares Core Infrastructure Fund. Prior to being named as General Counsel of Ares in 2020, Naseem Sagati Aghili has served in a variety of roles at Ares since 2009, including most recently Co-General Counsel and General Counsel, Private Equity.

(1)

The business address for R. Kipp deVeer, Mitchell Goldstein and Michael L. Smith is c/o Ares Strategic Income Fund, 245 Park Avenue, 44th Floor, New York, New York 10167. The business address for each of the other trustees, executive officers and certain other officers listed in the table is c/o Ares Strategic Income Fund, 1800 Avenue of the Stars, Suite 1400, Los Angeles, California 90067.

(2)	Includes, in each case, the Fund. The “Fund Complex” consists of the Fund, Ares Capital Corporation, Ares Core Infrastructure Fund, Ares Dynamic Credit Allocation Fund, Ares Private Markets Fund and CION Ares Diversified Credit Fund.

(3)	R. Kipp deVeer is an interested Trustee because he is an interested director of and the Chief Executive Officer of Ares Capital Corporation, a Partner and Co-President of Ares Management and serves on the Board of Directors of Ares.

(4)

Mitchell Goldstein is an interested Trustee because he is the Co-Chief Executive Officer of the Fund, an interested director and Co-Chairperson of the Board of Directors of Ares Capital Corporation, a Partner in and Co-Head of the Ares Credit Group, Vice President and interested trustee of CION Ares Diversified Credit Fund and serves on the ASIF Investment Committee.

(5)

Michael L. Smith is an interested Trustee because he is the Co-Chief Executive Officer of the Fund, an interested director and Co-Chairperson of the Board of Directors of Ares Capital Corporation, a Partner in and Co-Head of the Ares Credit Group, Vice President of CION Ares Diversified Credit Fund and serves on the ASIF Investment Committee.

The business address for Joshua M. Bloomstein, Jana Markowicz and Jim Miller is c/o Ares Strategic Income Fund, 245 Park Avenue, 44th Floor, New York, New York 10167. The business address for Lisa Morgan is c/o Ares Strategic Income Fund, 4300 Wilson Blvd., Suite 260, Arlington, VA 22203. The business address for each of the other executive officers and certain other officers listed in the table is c/o Ares Strategic Income Fund, 1800 Avenue of the Stars, Suite 1400, Los Angeles, California 90067.

Biographical Information

The following is information concerning the business experience of our Board of Trustees, executive officers and certain other officers who are not trustees. Our Trustees have been divided into two groups — interested Trustees and independent Trustees. Interested Trustees are “interested persons” as defined in the Investment Company Act.

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Independent Trustees

Sandra R. Anceleitz, 59, has served as a trustee of the Fund since September 2022 and has served on the audit committee and nominating and governance committee since 2022. Sandra R. Anceleitz is a trustee of Ares Core Infrastructure Fund and is the chairperson of its nominating and governance committee. Sandra R. Anceleitz currently dedicates her time to non-profit work. From 1997 to 2010, Sandra R. Anceleitz served as Managing Director of the Global Loan Sales Group for Bank of America/Merrill Lynch. During her time at Bank of America/Merrill Lynch, Sandra R. Anceleitz also served as Director of the High Yield Bond Sales Group from 1996 to 1997 and Director of the Loan Origination Group from 1994 to 1996. Prior to joining Bank of America/Merrill Lynch, Sandra R. Anceleitz served as Vice President of the Loan Original Group for Chemical Bank. Sandra R. Anceleitz holds a dual B.A. in Business / Economics and Mathematics from Lafayette College and an Executive M.B.A. from the Wharton School of the University of Pennsylvania. The Fund believes that Sandra R. Anceleitz’ experience in the financial sector provides the Board of Trustees with valuable knowledge and insight in the financial services sector.

Ann Torre Bates, 67, has served as a trustee of the Fund since September 2022 and has served as the chairperson of the audit committee since 2022. Ann Torre Bates currently dedicates her time serving on the boards of directors of several companies primarily in the financial sector. From 1997 to 2012, Ann Torre Bates was a strategic and financial consultant, principally with respect to corporate finance matters. From 1995 to 1997, Ann Torre Bates served as Executive Vice President, Chief Financial Officer and Treasurer of NHP, Inc., a national real estate services firm. From 1991 to 1995, Ann Torre Bates was Vice President and Treasurer of US Airways, and held various finance positions from 1988 to 1991. Ann Torre Bates is a director of Ares Capital Corporation and is the chairperson of its audit committee and is a trustee of Ares Core Infrastructure Fund. Ann Torre Bates currently serves as director or trustee of 19 investment companies in the Franklin Templeton Group of Mutual Funds. Ann Torre Bates previously served as a director of Allied Capital Corporation from 2003 to 2010, SLM Corporation from 1997 to 2014, Navient Corporation from 2014 to 2016 and United Natural Foods, Inc. from 2014 to 2023. Ann Torre Bates holds a B.B.A in Accountancy from the University of Notre Dame and an M.B.A. in Finance and Economics from Cornell University. The Fund believes that Ann Torre Bates’ experience serving as a director of other public companies in the financial sector, as well as her past experience as a Chief Financial Officer, provides the Board of Trustees and, specifically, the audit committee of the Board of Trustees with valuable knowledge and insight in the financial services sector as well as experience in financial and accounting matters.

Steven B. McKeever, 64, has served as a trustee of the Fund since September 2022 and has served as the chairperson of the nominating and governance committee since 2022. Steven B. McKeever is the Chief Executive Officer of Hidden Beach Recordings, an independent record label based in Los Angeles, California, which Steven B. McKeever founded in 1997. From 1991 to 1995, Steven B. McKeever was with Motown Records, where he served as Executive Vice President of Talent and Creative Affairs from 1993 to 1995 and Senior Vice President of Artists and Repertoire from 1991 to 1993. In 1992, Steven B. McKeever created MoJAZZ Records, a subsidiary of Motown Records and served as its President. In 1993, he was instrumental in the sale of Motown Records to PolyGram Records. Steven B. McKeever eventually left Motown Records in 1995 to work on his own entrepreneurial projects. Steven B. McKeever began his career at the law firm of Irell & Manella LLP in Los Angeles as an entertainment lawyer. In 2011, Steven B. McKeever served as the Executive Producer of Entertainment for the dedication of the Martin Luther King, Jr. Memorial in Washington, D.C. Steven B. McKeever currently serves as a director of several organizations. Steven B. McKeever is a director of Ares Capital Corporation and is the chairperson of its nominating and governance committee. He served as a Governor of the Los Angeles Chapter of The National Academy of Recording Arts and Sciences (a/k/a The GRAMMYs) from 2001 to 2003 and 2008 to 2010 and gives generous time to various charitable organizations such as The City of Hope. Steven B. McKeever received his B.S. from the University of Illinois at Urbana Champaign and received his J.D. from Harvard Law School. The Fund believes that Steven B. McKeever’s diversity of experiences, in particular his small business and entrepreneurial experience, provides the Board of Trustees with unique insight and expertise into the management of small and middle-market companies.

Eric B. Siegel, 67, has served as a trustee of the Fund since September 2022 and has served as the lead independent trustee of the Board of Trustees since 2022. Eric B. Siegel currently serves on the audit committee and the nominating and governance committee. Since 2005, Eric B. Siegel has served as Special Advisor to the Chairman of the Milwaukee Brewers Baseball Club and a member of the Club’s Board of Advisors. Eric B. Siegel is also a past member of the boards of directors of a number of public and private companies, including Kerzner International Ltd. and El Paso Electric Company. Eric B. Siegel is a retired limited partner of Apollo Advisors, L.P. and Lion Advisors, L.P., private investment management firms. Eric B. Siegel is a director of Ares Capital Corporation, is the lead independent director of its board of directors and is a member of its audit committee and its nominating and governance committee. Eric B. Siegel is a member of the board of directors of the Friends of the Los Angeles Saban Free Clinic and a past member of the board of trustees of the Marlborough School. Eric B. Siegel graduated summa cum laude with a B.A. in History

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from the University of California, Los Angeles, a member of Phi Beta Kappa and received his J.D. from the University of California, Los Angeles School of Law where he was elected to The Order of the Coif. The Fund believes that Eric B. Siegel’s experience practicing as a corporate lawyer provides valuable insight to the Board of Trustees on regulatory and risk management issues and his experience as a partner in investment firms and over 30 years of experience serving as a director for both public and private companies provide industry specific knowledge and expertise to the Board of Trustees.

Interested Trustees

R. Kipp deVeer, 52, has served as an interested trustee and Chairperson of the Board of Trustees of the Fund since September 2022. R. Kipp deVeer joined Ares in May 2004 and currently serves as a Director, Partner and Co-President of Ares Management Corporation and previously served as Head of the Ares Credit Group until February 2025. He is a Co-Chair of the Ares Operating Committee. R. Kipp deVeer may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. R. Kipp deVeer is a member of a number of Ares investment committees, including the Ares USDL, European Direct Lending, Pathfinder and Insurance Solution strategies. R. Kipp deVeer is also Chief Executive Officer and a director of Ares Capital Corporation. R. Kipp deVeer previously served as President of Ares Capital Corporation from May 2013 to July 2014. Prior to joining Ares, R. Kipp deVeer was a partner at RBC Capital Partners, a division of Royal Bank of Canada, which led the firm’s middle market financing and principal investment business. R. Kipp deVeer joined RBC in October 2001 from Indosuez Capital, where he was Vice President in the Merchant Banking Group. Previously, R. Kipp deVeer worked at J.P. Morgan and Co., both in the Special Investment Group of J.P. Morgan Investment Management, Inc. and the Investment Banking Division of J.P. Morgan Securities Inc. R. Kipp deVeer received a B.A. from Yale University and an M.B.A. from Stanford University’s Graduate School of Business. The Fund believes that R. Kipp deVeer’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of our business and operations, gives the Board of Trustees valuable industry specific knowledge and expertise on these and other matters. R. Kipp deVeer is an interested trustee because he is an interested director of and the Chief Executive Officer of Ares Capital Corporation, a Partner and Co-President of Ares Management and serves on the Board of Directors of Ares.

Mitchell Goldstein, 58, has served as an interested trustee and Co-Chief Executive Officer of the Fund since September 2022. Mitchell Goldstein is a Partner in and Co-Head of the Ares Credit Group and serves on the Ares Operating Committee. Mitchell Goldstein also serves as a director and Co-Chairperson of the Board of Directors of Ares Capital Corporation. Mitchell Goldstein is also Vice President and interested trustee of CION Ares Diversified Credit Fund. Mitchell Goldstein may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Mitchell Goldstein is a member of the ASIF Investment Committee, the Ares Credit Group’s USDL, Commercial Finance and Pathfinder Investment Committees, the Ivy Hill Asset Management Investment Committee, the Ares Infrastructure Debt Investment Committee and the Ares Asia Direct Lending (Australia) Investment Committee. Prior to joining Ares Management in May 2005, Mitchell Goldstein worked at Credit Suisse First Boston (“CSFB”), where he was a Managing Director in the Financial Sponsors Group. At CSFB, Mitchell Goldstein was responsible for providing investment banking services to private equity funds and hedge funds with a focus on mergers and acquisitions and restructurings as well as capital raisings, including high yield, bank debt, mezzanine debt, and IPOs. Mitchell Goldstein joined CSFB in 2000 at the completion of the merger with Donaldson, Lufkin & Jenrette. From 1998 to 2000, Mitchell Goldstein was at Indosuez Capital, where he was a member of the Investment Committee and a Principal, responsible for originating, structuring and executing leveraged transactions across a broad range of products and asset classes. From 1993 to 1998, Mitchell Goldstein worked at Bankers Trust. He also serves on the Board of Managers of Ivy Hill Asset Management GP, LLC, Ivy Hill Asset Management, L.P.’s General Partner (“IHAM GP”). Mitchell Goldstein graduated summa cum laude from the State University of New York at Binghamton with a B.S. in Accounting, received an M.B.A. from Columbia University’s Graduate School of Business. The Fund believes that Mitchell Goldstein’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of our business and operations, gives the Board of Trustees valuable industry specific knowledge and expertise on these and other matters. Mitchell Goldstein is an interested trustee because he is the Co-Chief Executive Officer of the Fund, an interested director and Co-Chairperson of the Board of Directors of Ares Capital Corporation, a Partner in and Co-Head of the Ares Credit Group, Vice President and interested trustee of CION Ares Diversified Credit Fund and serves on the ASIF Investment Committee.

Michael L. Smith, 54, has served as an interested trustee and Co-Chief Executive Officer of the Fund since September 2022. Michael L. Smith is a Partner in and Co-Head of the Ares Credit Group and also serves on the Ares Operating Committee. Michael L. Smith also serves as a director and Co-Chairperson of the Board of Directors of Ares Capital Corporation. Michael L. Smith previously served as Co-President of Ares Capital Corporation from July 2014 to October 2022. He is also a Vice President of CION

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Ares Diversified Credit Fund. Michael L. Smith may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Michael L. Smith is a member of the ASIF Investment Committee, the Ares Credit Group’s USDL, Opportunistic Credit and Commercial Finance Investment Committees, the Ares Secondaries Group’s Private Equity Investment Committee and the Ares Infrastructure Group’s Infrastructure Opportunities, Climate Infrastructure Partners and Infrastructure Debt Investment Committees. Prior to joining Ares in 2004, Michael L. Smith was a Partner at RBC Capital Partners, a division of Royal Bank of Canada, which led the firm’s middle market financing and principal investment business. Previously, Michael L. Smith worked at Indosuez Capital in their Merchant Banking Group, Kenter, Glastris & Company, and at Salomon Brothers Inc, in their Debt Capital Markets Group and Financial Institutions Group. Michael L. Smith serves on the board of directors of the University of Notre Dame’s Wilson Sheehan Lab for Economic Opportunity (LEO), which helps service providers apply scientific evaluation methods to better understand and share effective poverty interventions. Michael L. Smith received a B.S. in Business Administration from the University of Notre Dame and a Master’s Degree in Management from Northwestern University’s Kellogg Graduate School of Management. The Fund believes that Michael L. Smith’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of our business and operations, gives the Board of Trustees valuable industry specific knowledge and expertise on these and other matters. Michael L. Smith is an interested trustee because he is the Co-Chief Executive Officer of the Fund, an interested director and Co-Chairperson of the Board of Directors of Ares Capital Corporation, Vice President of CION Ares Diversified Credit Fund, a Partner in and Co-Head of the Ares Credit Group and serves on the ASIF Investment Committee.

Executive Officers and Certain Other Officers Who are not Trustees

Joshua M. Bloomstein, 51, has served as General Counsel and Secretary of the Fund since September 2022. He joined Ares in November 2006 and currently serves as a Partner and General Counsel (Credit) and Deputy General Counsel (Corporate) of Ares Management, where he focuses on credit, corporate governance and legislative and regulatory matters. Joshua M. Bloomstein is the General Counsel, Vice President and Secretary of Ares Capital Corporation. Joshua M. Bloomstein also currently serves as Vice President and Assistant Secretary of CION Ares Diversified Credit Fund, Vice President and Assistant Secretary of Ares Commercial Real Estate Corporation, and Vice President and Assistant Secretary of Ares Dynamic Credit Allocation Fund, Inc. He may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Joshua M. Bloomstein joined Ares from Latham & Watkins LLP, where he was in its private equity and corporate groups, focusing on mergers and acquisitions transactions and securities law and general corporate and partnership matters. Joshua M. Bloomstein graduated magna cum laude with a B.A. in Political Science from the State University of New York at Albany and received a J.D. degree, magna cum laude, from the University of Miami, where he was elected to The Order of the Coif.

Paul Cho, 42, has served as Chief Accounting Officer of the Fund since February 2024. Paul Cho is a Managing Director and Chief Accounting Officer in the Ares Finance and Accounting Department. Paul Cho is Chief Accounting Officer of Ares Capital Corporation. He also serves as Vice President of CION Ares Diversified Credit Fund and Vice President of Ares Dynamic Credit Allocation Fund, Inc. He may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2008, Paul Cho was at Macias Gini & O’Connell LLP, where he focused on audits of state and local government entities. Paul Cho holds a B.A. from the University of California, Berkeley in Economics.

Angela Lee, 38, has served as Vice President and Assistant Treasurer of the Fund since February 2024. Angela Lee is a Managing Director of the Ares Finance and Accounting Department. Angela Lee is Vice President and Assistant Treasurer of Ares Capital Corporation. She also serves as a Vice President of CION Ares Diversified Credit Fund and a Vice President of Ares Dynamic Credit Allocation Fund, Inc. She may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2010, Angela Lee was a Senior Associate at KPMG LLP, where she focused on audits of financial institutions and banks. Angela Lee holds a B.A. from the University of California, Los Angeles in Applied Mathematics with a concentration in Management and Accounting.

Scott C. Lem, 47, has served as Chief Financial Officer and Treasurer of the Fund since September 2022. Scott C. Lem is a Partner and Chief Financial Officer of the Public Credit Funds in the Ares Finance and Accounting Department. Scott C. Lem is Chief Financial Officer and Treasurer of Ares Capital Corporation. Scott C. Lem previously served as Chief Accounting Officer and Vice President of Ares Capital Corporation from May 2013 to February 2024 and as Assistant Treasurer of Ares Capital Corporation from May 2009 to May 2013. Scott C. Lem currently serves on the Board of Managers of IHAM GP. Scott C. Lem also currently serves as Chief Financial Officer and Treasurer of Ares Dynamic Credit Allocation Fund, Inc. and Chief Financial Officer and Treasurer of

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CION Ares Diversified Credit Fund. He may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. From July 2003 to December 2008, Scott C. Lem served as Controller of Ares Management. Prior to joining Ares in July 2003, Scott C. Lem was with Ernst & Young LLP and Arthur Andersen LLP, most recently as a Senior Associate conducting audits for clients across several industries including entertainment, hospitality and real estate. Scott C. Lem graduated summa cum laude with a B.S. in Accounting from the University of Southern California’s Leventhal School of Accounting and summa cum laude with a B.S. in Business Administration from the University of Southern California’s Marshall School of Business. Scott C. Lem has also received an M.B.A. in Finance from UCLA’s Anderson School of Management. Scott C. Lem is a Certified Public Accountant (Inactive).

Jana Markowicz, 44, has served as Chief Operating Officer of the Fund since January 2023 and is a member of the ASIF Investment Committee. Jana Markowicz is a Partner and Chief Operating Officer for U.S. Direct Lending in the Ares Credit Group. She also serves as the Chief Operating Officer of Ares Capital Corporation. She may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2005, Jana Markowicz was an Analyst in the Leveraged Finance Group at Citigroup, formerly Salomon Smith Barney, where she focused on financings for companies across a broad range of industries. Jana Markowicz holds a B.S. from the University of Pennsylvania in Engineering, with a concentration in Economic and Financial Systems.

Jim Miller, 48, has served as President of the Fund since January 2023 and is a member of the ASIF Investment Committee. Jim Miller serves as a Partner, Portfolio Manager and Co-Head of U.S. Direct Lending in the Ares Credit Group. Jim Miller currently serves as Co-President of Ares Capital Corporation. Additionally, Jim Miller serves as a member of the Ares Credit Group’s USDL Investment Committee. He also serves on the Ares Sports, Media and Entertainment Investment Committee and acts as a co-lead for the strategy. He may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2006, Jim Miller was a Vice President at Silver Point Capital, where he focused on building its sponsor finance business, which led the firm’s middle market financing and principal investing. Previously, Jim Miller was a Vice President at GE Capital, where he was responsible for a variety of investing and investment banking services to private equity funds including high yield, bank debt, mezzanine debt and rescue financing. Jim Miller holds a B.A. from Fairfield University in Economics and an M.B.A. from Columbia University’s Graduate School of Business.

Lisa Morgan, 49, has served as Chief Compliance Officer of the Fund since September 2022. Lisa Morgan is a Partner and Chief Compliance Officer, Registered Products in the Ares Compliance Group. Lisa Morgan currently serves as Chief Compliance Officer of Ares Capital Corporation. Lisa Morgan also serves as the Chief Compliance Officer of Ares Dynamic Credit Allocation Fund, Inc., CION Ares Diversified Credit Fund, Ares Private Markets Fund and Ares Core Infrastructure Fund. She may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2017, Lisa Morgan was a Partner in the Business Practices Group at Eversheds Sutherland, where she focused on the formation, regulation and operation of public and private funds, including business development companies. Lisa Morgan began her legal career at Eversheds Sutherland in 2003. Lisa Morgan holds a B.A. from Providence College in Sociology and Spanish, and a J.D. from the University of North Carolina at Chapel Hill.

Naseem Sagati Aghili, 43, has served as Vice President of the Fund since September 2022. She joined Ares Management in 2009 and is Partner, General Counsel and Corporate Secretary of Ares. Naseem Sagati Aghili serves on the Ares Operating Committee and the Ares Enterprise Risk Committee. In her role as General Counsel, she oversees Ares’ Legal & Compliance department including the firm’s Enterprise Risk Management, Internal Audit and Performance functions. She also serves as Chief Legal Officer, Vice President and Assistant Secretary of Ares Private Markets Fund, and as Vice President of Ares Capital Corporation, Ares Dynamic Credit Allocation Fund, Inc., CION Ares Diversified Credit Fund and Ares Core Infrastructure Fund. She may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to being named as General Counsel of Ares in 2020, Naseem Sagati Aghili served in a variety of roles at Ares, including most recently Co-General Counsel and General Counsel, Private Equity. Prior to joining Ares in 2009, Naseem Sagati Aghili was with Proskauer Rose LLP, where she focused on mergers and acquisitions, securities offerings and general corporate matters. Naseem Sagati Aghili holds a B.A. from the University of California Berkeley in Political Economy of Industrial Societies and a J.D. from the University of Southern California Gould School of Law.

Communications with Trustees

Shareholders and other interested parties may contact any member (or all members) of the Board of Trustees by mail. To communicate with the Board of Trustees, any individual Trustees or any group or committee of Trustees, correspondence should be

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addressed to the Board of Trustees or any such individual Trustees or group or committee of Trustees by either name or title. All such correspondence should be sent c/o Ares Strategic Income Fund, 245 Park Avenue, 44th Floor, New York, New York 10167, Attention: Chief Compliance Officer.

Meetings and Committees of the Board of Trustees

During 2024, our Board of Trustees held nine formal meetings. Our Board of Trustees currently has three committees: an audit committee, a nominating and governance committee and a co-investment committee. We do not have a compensation committee because our executive officers do not receive any direct compensation from us. Under our bylaws, the Fund will hold an annual meeting of shareholders for such business to be properly considered at such meeting. During 2024, the co-investment committee held twenty-four formal meetings, the audit committee held six formal meetings and the nominating and governance committee held one formal meeting.

Audit Committee. The audit committee operates pursuant to a charter approved by our Board of Trustees. The charter sets forth the responsibilities of the audit committee. The primary function of the audit committee is to serve as an independent and objective party to assist the Board of Trustees in selecting, engaging and discharging our independent accountants, reviewing the plans, scope and results of the audit engagement with our independent accountants, approving professional services provided by our independent accountants (including compensation therefore), reviewing the independence of our independent accountants and reviewing the adequacy of our internal controls over financial reporting. The audit committee is presently composed of Sandra R. Anceleitz, Eric B. Siegel and Ann Torre Bates, each of whom is considered independent for purposes of the Investment Company Act. Ann Torre Bates serves as the chair of the Audit Committee. Our Board of Trustees has determined that Sandra R. Anceleitz and Ann Torre Bates each qualify as an “audit committee financial expert” as defined in Item 407 of Regulation S-K under the Exchange Act. Each of the members of the audit committee meet the independence requirements of Rule 10A-3 of the Exchange Act and, in addition, is not an “interested person” of the Fund or of our investment adviser as defined in Section 2(a)(19) of the Investment Company Act.

A copy of the charter of the Audit Committee is available in print to any common shareholder who requests it and it is also available on the Fund’s website at https://www.areswms.com/solutions/asif/. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

Nominating and Governance Committee. The nominating and governance committee operates pursuant to a charter approved by our Board of Trustees. The charter sets forth the responsibilities of the nominating and governance committee, including making nominations for the appointment or election of independent Trustees. The nominating and governance committee consists of Eric B. Siegel, Steven B. McKeever and Sandra R. Anceleitz, each of whom is considered independent for purposes of the Investment Company Act. Steven B. McKeever serves as the chair of the Nominating and Governance Committee.

The Nominating and Governance Committee will consider nominees to the Board of Trustees recommended by a shareholder, if such shareholder complies with the advance notice provisions of our bylaws. Our bylaws provide that a shareholder who wishes to nominate a person for election as a Trustee at a meeting of shareholders must deliver written notice to our Corporate Secretary. This notice must contain, as to each nominee, all of the information relating to such person as would be required to be disclosed in a proxy statement meeting the requirements of Regulation 14A under the Exchange Act, and certain other information set forth in the bylaws. In order to be eligible to be a nominee for election as a Trustee by a shareholder, such potential nominee must deliver to our Corporate Secretary a written questionnaire providing the requested information about the background and qualifications of such person and a written representation and agreement that such person is not and will not become a party to any voting agreements, any agreement or understanding with any person with respect to any compensation or indemnification in connection with service on the Board of Trustees, and would be in compliance with all of our publicly disclosed corporate governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines.

A copy of charter of the Nominating and Governance Committee is available in print to any common shareholder who requests it, and it is also available on the Fund’s website at https://www.areswms.com/solutions/asif/. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

Co-Investment Committee. The co-investment committee consists of Eric B. Siegel, Ann Torre Bates, Steven B. McKeever and Sandra R. Anceleitz, each of whom is independent for purposes of the Investment Company Act. The co-investment committee is primarily responsible for reviewing and making certain findings in respect of co-investment transactions pursuant to the Co-investment Exemptive Order.

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Compensation of Trustees

Our Trustees who do not also serve in an executive officer capacity for us or our investment adviser are entitled to receive annual cash retainer fees, fees for participating in the board and committee meetings and annual fees for serving as a committee chairperson, determined based on our net assets as of the end of each fiscal quarter. These Trustees are Eric B. Siegel, Ann Torre Bates, Steven B. McKeever and Sandra R. Anceleitz. Amounts payable under the arrangement are determined and paid quarterly in arrears as follows:


									Committee Meeting
									Attendance Fee
					Annual Committee Chair Cash Retainer				(Audit, Nominating
	Board		Lead Independent				Nominating and		and Governance,
Annual Cash Retainer	Meeting Fee		Trustee		Audit		Governance		and Co-Investment)
Variable*	$	2,500	$	25,000	$	10,000	$	5,000	$	1,000

*	$50,000, while the Fund’s NAV is less than $1.0 billion, $75,000, while the Fund’s NAV is more than $1.0 billion but less than $2.0 billion or $100,000, while the Fund’s NAV is more than $2.0 billion. For the fiscal year ended December 31, 2024, the annual cash retainer was $100,000.

We also reimburse each of the Trustees for all reasonable and authorized business expenses in accordance with our policies as in effect from time to time, including reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and each committee meeting not held concurrently with a board meeting.

We will not pay compensation to our Trustees who also serve in an executive officer capacity for us or our investment adviser.

Staffing

Compensation of Officers

None of our officers receive direct compensation from us. Each of the Fund’s executive officers is an employee or affiliate of the Fund’s investment adviser or the Fund’s administrator, as applicable. The Fund reimburses the administrator for its allocable portion of expenses incurred by it in performing its obligations under the administration agreement, including its allocable portion of the cost of certain of the Fund’s officers (including its chief compliance officer, chief financial officer, chief accounting officer, general counsel, secretary, treasurer and assistant treasurer) and their respective staffs, but not investment professionals.

Board of Trustees Leadership Structure

The Board of Trustees monitors and performs an overall supervision role with respect to the business and affairs of the Fund, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to the Fund. Among other things, the Board of Trustees approves the appointment of the investment adviser, administrator and officers, reviews and monitors the services and activities performed by the investment adviser, administrator and officers and approves the engagement, and reviews the performance of, the Fund’s independent registered public accounting firm.

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Under our bylaws, the Board of Trustees may designate a chairperson to preside over the meetings of the Board of Trustees and meetings of the shareholders and to perform such other duties as may be assigned to them by the Board of Trustees. The Board of Trustees has appointed R. Kipp deVeer to serve in the role of chairperson of the Board of Trustees. The Fund does not have a fixed policy as to whether the Chair of the Board of Trustees should be an independent Trustee and believes that its flexibility to select its chairperson and reorganize its leadership structure from time to time is in the best interests of the Fund and its shareholders.

The independent Trustees have designated a lead independent Trustee whose duties include, among other things, chairing executive sessions of the independent Trustees, acting as a liaison between the independent Trustees and the chairperson of the Board of Trustees and between the independent Trustees and officers of the Fund and the investment adviser, facilitating communication among the independent Trustees and the Fund’s counsel, reviewing and commenting on Board of Trustees and committee meeting agendas and calling additional meetings of the independent Trustees as appropriate. In September 2022, the Board of Trustees designated and appointed Eric B. Siegel as the lead independent Trustee and Eric B. Siegel has served as lead independent Trustee since that time.

The Fund believes that board leadership structures must be evaluated on a case-by-case basis and that the foregoing board leadership structure is appropriate at this time. In addition, the Fund believes that the foregoing governance structure, when combined with the functioning of the independent Trustee component of the Board of Trustees and the Fund’s overall corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent oversight of the Fund’s business and affairs. The Fund’s corporate governance practices include regular meetings of the independent Trustees in executive session without the presence of interested Trustees. However, the Fund continually re-examines its corporate governance policies on an ongoing basis to ensure that they continue to meet the Fund’s needs.

Board of Trustees’ Role in Risk Oversight

The Board of Trustees performs its risk oversight function and fulfills its risk oversight responsibilities primarily (1) through its three standing committees, which report to the entire Board of Trustees and are comprised solely of independent Trustees, (2) by working with the Fund’s Chief Compliance Officer to monitor risk in accordance with the Fund’s compliance policies and procedures, and (3) by reviewing risk management processes throughout the year and requesting periodic reports from the Fund’s investment adviser regarding risk management, including reports on cybersecurity.

As described above in more detail under “Audit Committee” and “Nominating and Governance Committee,” the audit committee and the nominating and governance committee assist the Board of Trustees in performing its risk oversight function and fulfilling its risk oversight responsibilities, each of which is comprised solely of independent Trustees. The audit committee’s risk oversight responsibilities include overseeing the Fund’s accounting and financial reporting processes, assisting the Board of Trustees in fulfilling the Board of Trustees’ oversight responsibilities relating to the Fund’s systems of internal controls over financial reporting, audits of the Fund’s consolidated financial statements and disclosure controls and procedures, overseeing the investment adviser’s determination of fair value of securities that are not publicly traded or for which current market values are not readily available, and discussing with management the Fund’s major risk exposures, including financial risk exposures and cybersecurity risks, and the steps management has taken to monitor and control such exposures, including the Fund’s risk assessment and risk management policies. The nominating and governance committee’s risk oversight responsibilities include developing, reviewing and updating certain policies regarding the nomination of trustees, identifying, evaluating and nominating trustees to fill vacancies on the Board of Trustees or to stand for election by the Fund’s shareholders, reviewing the Fund’s policies relating to corporate governance, and overseeing the evaluation of the Board of Trustees and its committees.

The Board of Trustees also performs its risk oversight function and fulfills its risk oversight responsibilities by working with the Fund’s Chief Compliance Officer to monitor risk in accordance with the Fund’s policies and procedures. The Chief Compliance Officer prepares a written report annually discussing the adequacy and effectiveness of the compliance policies and procedures of the Fund and certain of its service providers. The Chief Compliance Officer’s report, which is reviewed by and discussed with the Board of Trustees, addresses at a minimum (1) the operation of the compliance policies and procedures of the Fund and certain of its service providers since the last report; (2) any material changes to such policies and procedures since the last report; (3) any recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer’s annual review; and (4) any compliance matter that has occurred since the date of the last report about which the Board of Trustees would reasonably need to know to oversee the Fund’s compliance activities and risks. In addition, the Chief Compliance Officer reports to the Board of Trustees

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on a quarterly basis with respect to material compliance matters and meets separately in executive session with the independent Trustees periodically, but in no event less than once each year.

The Fund believes that the Board of Trustees’ role in risk oversight is effective and appropriate given the extensive regulation to which it is already subject as a BDC. Specifically, as a BDC the Fund must comply with certain regulatory requirements and restrictions that control the levels of risk in its business and operations. For example, the Fund’s ability to incur indebtedness is limited such that its asset coverage must equal at least 150% (or 200% if certain requirements under the Investment Company Act are not met) immediately after each time it incurs indebtedness, the Fund generally has to invest at least 70% of its total assets in “qualifying assets” and, subject to certain exceptions, the Fund is subject to restrictions on its ability to engage in transactions with Ares and its affiliates. In addition, the Fund has elected to be treated as a RIC under the Code. As a RIC the Fund must, among other things, meet certain source of income and asset diversification requirements.

The Fund believes that the extent of the Board of Trustees’ (and its committees’) role in risk oversight complements the Board of Trustees’ leadership structure because it allows the Fund’s independent Trustees, through the three fully independent Board of Trustees committees, a lead independent Trustee, executive sessions with each of the Fund’s Chief Compliance Officer, the Fund’s independent registered public accounting firm and IVPs, and otherwise, to exercise oversight of risk without any conflict that might discourage critical review.

The Fund believes that board roles in risk oversight must be evaluated on a case-by-case basis and that the Board of Trustees’ existing role in risk oversight is appropriate. However, the Board of Trustees re-examines the manner in which it administers its risk oversight function on an ongoing basis to ensure that it continues to meet the Fund’s needs.

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PORTFOLIO MANAGEMENT

The following individuals function as our portfolio managers (the “portfolio managers”) and are jointly and primarily responsible for the day-to-day management of our portfolio.


Name	Position	Length of Service with Ares (years)	Principal Occupation(s) During Past 5 Years
Mitchell Goldstein	Trustee and Co-Chief Executive Officer of the Fund; Partner in and Co-Head of the Ares Credit Group	19	Since September 2022, Mitchell Goldstein has served as an interested trustee of the Fund and a Co-Chief Executive Officer of the Fund. Mitchell Goldstein is an interested director and Co-Chairperson of the Board of Directors of Ares Capital Corporation. Mitchell Goldstein is a Partner in and Co-Head of the Ares Credit Group. Mitchell Goldstein serves on the Ares Operating Committee. Mitchell Goldstein is also Vice President and interested trustee of CION Ares Diversified Credit Fund. Mitchell Goldstein is a member of the ASIF Investment Committee, the Ares Credit Group’s USDL, Commercial Finance and Pathfinder Investment Committees, the Ivy Hill Asset Management Investment Committee, the Ares Infrastructure Debt Investment Committee and the Ares Asia Direct Lending (Australia) Investment Committee.
Michael L. Smith	Trustee and Co-Chief Executive Officer of the Fund; Partner in and Co-Head of Ares the Credit Group	20	Since September 2022, Michael L. Smith has served as an interested Trustee of the Fund and a Co-Chief Executive Officer of the Fund. Michael L. Smith is an interested director and Co-Chairperson of the Board of Directors of Ares Capital Corporation. Michael L. Smith is a Partner in and Co-Head of the Ares Credit Group, Vice President of CION Ares Diversified Credit Fund and serves on the Ares Operating Committee. Michael L. Smith is a member of the ASIF Investment Committee, Ares Credit Group’s USDL, Opportunistic Credit and Commercial Finance Investment Committees, the Ares Secondaries Group’s Private Equity Investment Committee, and the Ares Infrastructure Group’s Infrastructure Opportunities, Climate Infrastructure Partners and Infrastructure Debt Investment Committees.

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Each of the portfolio managers is responsible for deal origination, execution and portfolio management. In addition to their deal origination, execution and portfolio management responsibilities, Mitchell Goldstein and Michael L. Smith also spend portions of their time on corporate and administrative activities in their capacities as Co-Chief Executive Officers of the Fund and as Partners and Co-Heads of the Ares Credit Group. Each of the portfolio managers receive a compensation package that includes some combination of fixed draw and variable incentive compensation based on our performance. None of the portfolio managers receives any direct compensation from us. See “Portfolio Management — Other Accounts Managed by Portfolio Managers” and “Risk Factors — Risks Relating to Our Business and Structure — There are significant potential conflicts of interest that could impact our investment returns.”

The following table sets forth the dollar range of our equity securities and the number of shares beneficially owned by each of the portfolio managers described above as of December 31, 2024.

		Aggregate Dollar Range
		of Equity Securities in
Name		Ares Strategic Income Fund⁽¹⁾
Mitchell Goldstein		Over $1,000,000
Michael L. Smith		None.

(1)	Dollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000, $500,001 – $1,000,000, or over $1,000,000.

Other Accounts Managed by Portfolio Managers

The portfolio managers primarily responsible for the day-to-day management of the Fund also manage other registered investment companies and business development companies, other pooled investment vehicles and other accounts, as indicated below. The following table identifies, as of December 31, 2024: (i) the number of other registered investment companies and business development companies (not including the Fund), other pooled investment vehicles and other accounts managed by each portfolio manager; (ii) the total assets of such companies, vehicles and accounts; and (iii) the number and total assets of such companies, vehicles and accounts that are subject to an advisory fee based on performance.


				Number of	Assets
				Accounts	Subject to a
		Assets of		Subject to a	Performance
Type of Account	Number of Accounts	Accounts (in millions)		Performance Fee	Fee (in millions)
Mitchell Goldstein
Registered investment companies/Business development companies	1	$	32,302	1	$	32,302
Other pooled investment vehicles	5	$	44,273	5	$	44,273
Other accounts	36	$	26,692	27	$	18,512


				Number of	Assets
				Accounts	Subject to a
		Assets of		Subject to a	Performance
Type of Account	Number of Accounts	Accounts (in millions)		Performance Fee	Fee (in millions)
Michael L. Smith
Registered investment companies/Business development companies	1	$	32,302	1	$	32,302
Other pooled investment vehicles	3	$	9,326	3	$	9,326
Other accounts	—	$	—	—	$	—

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Our Investment Adviser

Investment Committee

The Fund is primarily the responsibility of two portfolio managers, Mitchell Goldstein and Michael L. Smith. The Fund is also supported by six additional members of the ASIF Investment Committee. All of the ASIF Investment Committee members have ownership and financial interests in, and may receive compensation and/or profit distributions from, our investment adviser. None of the ASIF Investment Committee members receive any direct compensation from us. See “Control Persons and Principal Shareholders” for additional information about equity interests held by certain of these individuals.

Below is biographical information relating to the members of the ASIF Investment Committee, other than Mitchell Goldstein, Jana Markowicz, Jim Miller and Michael L. Smith. For biographical information relating to Mitchell Goldstein, Jana Markowicz, Jim Miller and Michael L. Smith, please see “Management — Biographical Information.”

Kevin Alexander, 49, serves as a Partner in the Ares Credit Group and Co-Head of Alternative Credit, and is a member of the ASIF Investment Committee. Additionally, he serves as a member of the Ares Credit Group’s Alternative Credit and Pathfinder Investment Committees, the Ares Secondaries Group’s Credit Investment Committee and the Ares Insurance Solutions Investment Committee. From time to time, he may serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2019, Kevin Alexander was Deputy CEO and Head of Global Market, Americas at Natixis CIB. Previously, he worked at Deutsche Bank within the Interest Rate Derivatives Group. Kevin Alexander began his career as an Economic Analyst at the New York Federal Reserve Bank. He holds a B.S. from Washington and Lee University in Business Administration and Accounting and an M.A. from Fordham University in Economics.

Samantha Milner, 46, serves as a Partner and U.S. Liquid Credit Portfolio Manager in the Ares Credit Group, where she is primarily responsible for managing Ares’ U.S. bank loan credit strategies, and is a member of the ASIF Investment Committee. Samantha Milner serves as a Vice President and one of four Portfolio Managers for Ares Dynamic Credit Allocation Fund, Inc. Additionally, she serves as a member of the Ares Credit Group’s U.S. Liquid Credit Investment Committee. From time to time, she may serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2004, Samantha Milner was an Associate in the Financial Restructuring Group at Houlihan Lokey Howard & Zukin, where she focused on providing advisory services in connection with restructurings, distressed mergers and acquisitions and private placements. Samantha Milner serves on the Board of Directors of STEAM:CODERS, a not-for-profit organization focused on underrepresented and underserved students through Science, Technology, Engineering, Art, and Math (STEAM), in preparation for academic and career opportunities. Samantha Milner holds a B.B.A., with distinction, from Emory University’s Goizueta Business School in Finance and Accounting.

Aaron Rosen, 43, serves as a Partner, Co-Head of Opportunistic Credit and Co-Portfolio Manager of Special Opportunities in the Ares Credit Group, where he focuses on investing across the various Ares fund platforms in the public and private markets, and is a member of the ASIF Investment Committee. Aaron Rosen serves as a member of the Ares Credit Group’s Opportunistic Credit Investment Committee and the Ares Private Equity Group’s Corporate Opportunities Investment Committee. From time to time, he may serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. He currently serves as Chairman of the board of directors of Savers Value Village, Inc. and serves on the boards of directors for the parent entities of Virgin Voyages Intermediate Limited, Consolidated Precision Products Corp., Hornbeck Offshore Services, Inc., TriMark USA, LLC and WHP Global. Prior to joining Ares in 2018, Aaron Rosen was a Partner and Director of Research at Archview Investment Group, where he focused on credit and equity investments in the U.S. and internationally. Prior to Archview, Aaron Rosen was a Vice President at Citigroup, where he was a founding member of the Citibank Global Special Situations Group focused on U.S. credit and value equity investment strategies. In addition, Aaron Rosen was a member of Citigroup’s Asset-Based Finance group, where he focused on structuring senior secured debt financings for non-investment grade corporate borrowers. Aaron Rosen holds a B.S., summa cum laude, from New York University’s Stern School of Business in Finance and Information Systems where he received the Valedictorian Award.

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Michael Schechter, 44, serves as a Partner and Head of Credit Trading in the Ares Credit Group, where he oversees trading of all bank loans, high yield and related credit instruments in the United States and Europe, and is a member of the ASIF Investment Committee. Michael Schechter serves as a member of the Ares Credit Group’s U.S. Liquid Credit Investment Committee. From time to time, he may serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2019, Michael Schechter was a Managing Director in leveraged loan trading at Morgan Stanley, where he focused on performing and stressed bank debt. Previously, Michael Schechter was a Managing Director and Co-Head of Loan Trading at Citi, where he focused on performing and stressed bank debt and high yield bond trading. Additionally, Michael Schechter was an Associate in Citi’s Leveraged Finance Group. Michael Schechter holds a B.S, with honors, from Lehigh University in Business and Economics with a concentration in Finance.

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INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT AND ADMINISTRATION AGREEMENT

Ares Capital Management serves as our investment adviser and is registered as an investment adviser under the Advisers Act. Subject to the overall supervision of our Board of Trustees and in accordance with the Investment Company Act, our investment adviser manages our day-to-day operations and provides investment advisory services to us.

Management Services

Ares Capital Management provides management services to us pursuant to the investment advisory and management agreement. Under the terms of the investment advisory and management agreement, our investment adviser:

●

determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;

●

identifies, evaluates and negotiates the structure of the investments we make;

●

closes and monitors our investments;

●

determines the securities and other assets that we will purchase, retain or sell;

●

performs due diligence on prospective and existing portfolio companies; and

●

provides us with such other investment advisory, research and related services as we may, from time to time reasonably require, which may include, among other things, the determination of the fair value of debt and equity securities that are not publicly traded or whose market prices are not readily available, subject to the overall supervision of our Board of Trustees. Our investment adviser’s services to us under the investment advisory and management agreement are not exclusive, and it is free to furnish similar services to other entities. Similarly, our investment adviser or its affiliates may directly or indirectly manage funds or other investment vehicles with an investment objective similar to ours, including other Ares funds such as Ares Capital Corporation, a publicly traded BDC managed by our investment adviser. Accordingly, we may compete with these Ares funds or other investment vehicles managed by our investment adviser and its affiliates for capital and investment opportunities. Ares Capital Management endeavors to allocate investment opportunities in a fair and equitable manner, and in any event consistent with any fiduciary duties owed to us. Nevertheless, it is possible that we may not be given the opportunity to participate in certain investments made by investment funds or other investment vehicles managed by our investment adviser or its affiliates. See “Risk Factors — Risks Relating to Our Business and Structure — There are significant potential conflicts of interest that could impact our investment returns.”

Compensation of Our Investment Adviser

Pursuant to the investment advisory and management agreement and subject to the overall supervision of our Board of Trustees, our investment adviser provides investment advisory and management services to us. For providing these services, our investment adviser receives fees from us consisting of a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee is ultimately borne by our shareholders.

Base Management Fee

The base management fee is payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month. For purposes of the investment advisory and management agreement, “net assets” means our total assets less liabilities, determined on a consolidated basis in accordance with GAAP.

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Incentive Fee

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.

Income Based Fee

The portion of the incentive fee based on our income is based on pre-incentive fee net investment income, as defined in the investment advisory and management agreement, for the quarter. “Pre-incentive fee net investment income” means, as the context requires, either the dollar value of, or percentage rate of return on the value of our net assets in accordance with GAAP at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses accrued for the quarter (including the base management fee, expenses payable under the administration agreement entered into between us and our administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees).

Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market or original issue discount, debt investments with PIK interest, preferred stock with PIK dividends and zero coupon securities), accrued income that we have not yet received in cash. Our investment adviser is not under any obligation to reimburse us for any part of the income based fee it receives that is based on accrued income that we never actually receive. Pre-incentive fee net investment income is not adjusted for incentive fee payments or any shareholder servicing and/or distribution fees paid with respect to the Class S shares and Class D shares. Accordingly, pre-incentive fee net investment income may be calculated on higher amounts of income than we may ultimately realize and that may ultimately be distributed to common shareholders. See “Risk Factors — Risks Relating to Our Business and Structure — There are significant potential conflicts of interest that could impact our investment returns” and “Risk Factors — Risks Relating to Our Business and Structure — We may be obligated to pay our investment adviser certain fees even if we incur a loss.”

Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from pre-incentive fee net investment income. Because of the structure of the income based fee, it is possible that we may pay such fees in a quarter where we incur a loss. For example, if we receive pre-incentive fee net investment income in excess of the hurdle rate for a quarter, we will pay the applicable income based fee even if we have incurred a loss in that quarter due to realized and/or unrealized losses.

Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). If market credit spreads rise, we may be able to invest our funds in debt instruments that provide for a higher return, which may increase our pre-incentive fee net investment income and make it easier for our investment adviser to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income. To the extent we have retained pre-incentive fee net investment income that has been used to calculate the income based fee, it is also included in the amount of our total assets (other than cash and cash equivalents but including assets purchased with borrowed funds) used to calculate the base management fee.

We pay our investment adviser an incentive fee quarterly in arrears with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

●

No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate of 1.25% per quarter (5.00% annualized);

●

100% of the dollar amount of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.43%) is referred to as the “catch-up.” The “catch-up” is meant to provide our investment adviser with 12.5% of our pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and

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●

12.5% of the dollar amount of our pre-incentive fee net investment income, if any, that exceeds a rate of return of 1.43% (5.72% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all pre-incentive fee net investment income thereafter are allocated to our investment adviser.

The following is a graphical representation of the calculation of the income based fee:

Quarterly Income Based Fee Based on Net Investment Income

Pre-incentive fee net investment income

(expressed as a percentage of the value of net assets)

Percentage of pre-incentive fee net investment income

allocated to incentive fee

These calculations are adjusted for any share issuances or repurchases during the quarter.

The fees that are payable under the investment advisory and management agreement for any partial period will be appropriately pro-rated and adjusted for any share issuances or repurchases during the relevant period.

Capital Gains Incentive Fee

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:

●

12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, as calculated in accordance with GAAP, less the aggregate amount of any previously paid capital gains incentive fee.

Notwithstanding the foregoing, if we are required by GAAP to record an investment at its fair value as of the time of acquisition instead of at the actual amount paid for such investment by us (including, for example, as a result of the application of the asset acquisition method of accounting), then solely for the purposes of calculating the capital gains incentive fee, the “accreted or amortized cost basis” of an investment shall be an amount (the “Contractual Cost Basis”) equal to (1) (x) the actual amount paid by us for such investment plus (y) any amounts recorded in our consolidated financial statements as required by GAAP that are attributable to the accretion of such investment plus (z) any other adjustments made to the cost basis included in our consolidated financial statements, including PIK interest or additional amounts funded (net of repayments) minus (2) any amounts recorded in our consolidated financial statements as required by GAAP that are attributable to the amortization of such investment, whether such calculated Contractual Cost Basis is higher or lower than the fair value of such investment (as determined in accordance with GAAP) at the time of acquisition.

Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. In no event will the capital gains incentive fee payable pursuant to the investment advisory and management agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof. If the investment advisory and management agreement shall terminate as of a date that is not a calendar year end, the termination shall be treated as though it were a calendar year end for purposes of calculating and paying a capital gains incentive fee.

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The fees that are payable under the investment advisory and management agreement for any partial period will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant period. Since our inception on March 15, 2022 and as of December 31, 2024, we have incurred $107.8 million in fees under the investment advisory and management agreement, of which $3.8 million have been supported by our investment adviser pursuant to the Expense Support and Conditional Reimbursement Agreement. Our investment adviser agreed not to seek recoupment of any base management fee and incentive fee from the commencement of operations through July 31, 2023.

Examples of Fee Quarterly Incentive Fee Calculation

Example 1 — Income Related Portion of Incentive Fee⁽¹⁾:

Assumptions

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Hurdle rate⁽²⁾= 1.25%

●

Management fee⁽³⁾= 0.3125%

●

Other expenses (legal, accounting, custodian, transfer agent, etc.)⁽⁴⁾= 0.20%

(1)

The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of net assets.

(2)

Represents the 1.25% quarterly hurdle rate.

(3)

Represents a quarter of the 1.25% annualized management fee.

(4)

Hypothetical other expenses. Excludes organization and offering expenses.

Example 1 — Income Related Portion of Incentive Fee:

Alternative 1

Additional Assumptions

●

Investment income (including interest, dividends, fees, etc.) = 1.00%

●

Pre-incentive fee net investment income
(investment income — (management fee + other expenses)) = 0.4875%

Pre-incentive fee net investment income does not exceed the hurdle rate, therefore there is no income based fee.

Alternative 2

Additional Assumptions

●

Investment income (including interest, dividends, fees, etc.) = 1.80%

●

Pre-incentive fee net investment income
(investment income — (management fee + other expenses)) = 1.2875%

Pre-incentive fee net investment income exceeds hurdle rate, therefore there is an income based fee.


Income Based Fee	=	100% × “Catch-Up” + the greater of 0% AND (12.5% × (pre-incentive fee net investment income — 1.43%))
	=	(100% × (1.2875% – 1.25%)) + 0%
	=	100% × 0.0375%
	=	0.0375%

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Alternative 3

Additional Assumptions

●

Investment income (including interest, dividends, fees, etc.) = 3.50%

●

Pre-incentive fee net investment income
(investment income — (management fee + other expenses)) = 2.9875%

Pre-incentive fee net investment income exceeds hurdle rate, therefore there is an income based fee.

Income Based Fee	=	100% × “Catch-Up” + the greater of 0% AND (12.5% × (pre-incentive fee net investment income — 1.43%))
	=	(100% × (1.43% – 1.25%)) + (12.5% × (2.9875% – 1.43%))
	=	0.18% + (12.5% × 1.5575%)
	=	0.18% + 0.1947%
	=	0.3747%

Example 2 — Capital Gains Incentive Fee:

Alternative 1:

Assumptions

●

Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”)

●

Year 2: Investment A is sold for $50 million and fair value (“FV”) of Investment B determined to be $32 million

●

Year 3: FV of Investment B determined to be $25 million

●

Year 4: Investment B sold for $31 million

The capital gains incentive fee, if any, would be:

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Year 1: None (No sales transactions)

●

Year 2: $3.75 million (12.5% multiplied by $30 million realized capital gains on sale of Investment A)

●

Year 3: None; $3.125 million (12.5% multiplied by ($30 million realized cumulative capital gains less $5 million cumulative capital depreciation)) less $3.75 million (previous capital gains incentive fee paid in Year 2)

●

Year 4: 0.125 million; $3.875 million (12.5% multiplied by $31 million cumulative realized capital gains) less $3.75 million (capital gains incentive fee paid in Year 2)

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Alternative 2

Assumptions

●

Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)

●

Year 2: Investment A sold for $50 million, FV of Investment B determined to be $25 million and FV of Investment C determined to be $25 million

●

Year 3: FV of Investment B determined to be $27 million and Investment C sold for $30 million

●

Year 4: FV of Investment B determined to be $35 million

●

Year 5: Investment B sold for $20 million

The capital gains incentive fee, if any, would be:

●

Year 1: None (No sales transactions)

●

Year 2: $3.125 million (12.5% multiplied by $25 million ($30 million realized capital gains on Investment A less $5 million unrealized capital depreciation on Investment B))

●

Year 3: $0.875 million (12.5% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $3.125 million (capital gains incentive fee paid in Year 2)

●

Year 4: None (No sales transactions)

●

Year 5: None (12.5% multiplied by $25 million (cumulative realized capital gains of $35 million less realized capital losses of $10 million)) less $4.0 million (cumulative capital gains incentive fee paid in Year 2 and Year 3)

Organization of our Investment Adviser

Our investment adviser is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act. The principal executive offices of Ares Capital Management are located at 1800 Avenue of the Stars, Suite 1400, Los Angeles, California 90067.

Administration Agreement

We are also party to an administration agreement, referred to herein as the “administration agreement”, with our administrator, Ares Operations. Our Board of Trustees, including our independent Trustees, approved our initial administration agreement with our administrator, Ares Operations, at a board meeting held on September 9, 2022, the amended and restated administration agreement at a board meeting held on May 22, 2023 and the second amended and restated administration agreement currently in place at a board meeting held on September 5, 2024. In approving the administration agreement, the Board of Trustees considered information with respect to the nature, extent and quality of services to be provided to the Fund by the administrator, the reasonableness of the estimated costs of the services to be provided by the administrator, whether the Fund would be able to obtain similar services at cost from other third-party service providers, and the limited potential for additional benefits to be derived by the administrator and its affiliates as a result of the Fund’s proposed relationship with the administrator. Pursuant to the administration agreement, our administrator furnishes us with office equipment and clerical, bookkeeping and record keeping services at our office facilities. Under the administration agreement, our administrator may also arrange for the services of, and oversee custodians, depositories, transfer agents, escrow agents, distribution disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Our administrator also performs, or oversees the performance of, our required administrative services, which include,

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among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, being responsible for the financial and other records that we are required to maintain and preparing all reports and other materials required to be filed with the SEC or any other regulatory authority, including reports to shareholders. In addition, our administrator assists us in determining and publishing our NAV, assists us in providing managerial assistance to our portfolio companies, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our shareholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Payments under the administration agreement are equal to an amount based upon our allocable portion of our administrator’s overhead and other expenses (including travel expenses) incurred by our administrator in performing its obligations under the administration agreement, including our allocable portion of the compensation, rent and other expenses of certain of our officers and their respective staffs. The administration agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. Since our inception on March 15, 2022 and as of December 31, 2024, we have incurred $8.8 million in administrative and other fees, including certain costs that are reimbursable under the investment advisory and management agreement or administration agreement, of which $8.0 million has been supported by our investment adviser pursuant to the Expense Support and Conditional Reimbursement Agreement.

Certain Terms of the Investment Advisory and Management Agreement and Administration Agreement

Each of the investment advisory and management agreement and the administration agreement has been approved by the Board of Trustees. Unless earlier terminated as described below, each of the investment advisory and management agreement and the administration agreement will remain in effect for a period of two years from the date it first becomes effective and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board of Trustees or by the holders of a majority of our outstanding voting securities and, in each case, a majority of the independent Trustees. We may terminate the investment advisory and management agreement or the administration agreement, without payment of any penalty, upon 60 days’ written notice. The decision to terminate either agreement may be made by a majority of the independent Trustees or the shareholders holding a majority of our outstanding voting securities, which means the lesser of (1) 67% or more of the voting securities present at a meeting if more than 50% of the outstanding voting securities are present or represented by proxy, or (2) more than 50% of the outstanding voting securities. In addition, without payment of any penalty, our investment adviser may terminate the investment advisory and management agreement upon 120 days’ written notice and the administrator may terminate the administration agreement upon 60 days’ written notice. The investment advisory and management agreement will automatically terminate within the meaning of the Investment Company Act and related SEC guidance and interpretations in the event of its assignment.

Our investment adviser and administrator will not be liable to the Fund for any action taken or omitted to be taken by our investment adviser or administrator in connection with the performance of any of their duties or obligations under the investment advisory and management agreement and administration agreement or otherwise as investment adviser or administrator, respectively. Each of the investment advisory and management agreement and the administration agreement provide that, each of our investment adviser and our administrator, as applicable, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any of them (collectively, the “Indemnified Parties”) will be entitled to indemnification from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of our investment adviser’s services under the investment advisory and management agreement and our administrator’s services under the administration agreement or otherwise as investment adviser or administrator for us. Notwithstanding the preceding sentence, nothing contained in (a) the investment advisory and management agreement will protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of any indemnified party’s duties under the investment advisory and management agreement or by reason of the reckless disregard of our investment adviser’s duties under the investment advisory and management agreement, or (b) the administration agreement will protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of our administrator’s duties, or by reason of the reckless disregard of our administrator’s duties and obligations under the administration agreement (in each of cases (a) and (b), to the extent applicable, as the same will be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding anything in the investment advisory and management agreement and the administration

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agreement to the contrary, nothing in such agreements will protect or be deemed to protect our investment adviser or its controlling persons or the administrator, as the case may be, against, or entitle or be deemed to entitle the investment adviser or its controlling persons or the administrator, as the case may be to, indemnification in respect of, any liability to the Fund or its security holders to which the investment adviser or its controlling persons or administrator, as the case may be, would otherwise be subject by reason of negligence or misconduct in the performance of the investment adviser’s and/or its controlling persons’ or administrator’s, as the case may be, duties.

Payment of Our Expenses Under the Investment Advisory and Management and Administration Agreements

The services of all investment professionals and staff of our investment adviser, when and to the extent engaged in providing investment advisory and management services to us and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by our investment adviser. Under the investment advisory and management agreement, we bear all other costs and expenses of our operations and transactions, including, but not limited to, those relating to:

(a)our “organization and offering expenses” associated with this offering, as provided for in Conduct Rule 2310(a)(12) of the Financial Industrial Regulatory Authority, but excluding any shareholder servicing and/or distribution fees;

(b)calculating our net asset value (including the cost and expenses of any independent valuation firms or pricing services);

(c)expenses incurred by our investment adviser payable to third parties, including agents, consultants or other advisors, in monitoring our financial and legal affairs and in monitoring our investments (including the cost of consultants hired to develop information technology systems designed to monitor our investments) and performing due diligence on its prospective portfolio companies;

(d)interest payable on debt, if any, incurred to finance our investments;

(e)offerings of our Common Shares and other securities;

(f)the costs of effecting any repurchases of our Common Shares and other securities, if any;

(g)investment advisory fees, including the management fee and incentive fee, payable under the investment advisory and management agreement to our investment adviser;

(h)administration fees, if any, payable under the administration agreement;

(i)fees payable, if any, under any intermediary manager or selected intermediary agreements;

(j)shareholder servicing and/or distribution fees payable under our Distribution and Shareholder Servicing Plan adopted pursuant to Rule 12b-1 under the Investment Company Act;

(k)fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments (including payments to third party vendors for financial information services);

(l)transfer agent, escrow agent and custodial fees and expenses;

(m)federal and state registration fees;

(n)all costs of registration and listing our Common Shares or any other securities on any securities exchange;

(o)federal, state and local taxes;

(p)independent Trustees’ fees and expenses;

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(q)costs of preparing and filing reports or other documents required by governmental bodies (including the SEC) and an official or agency administering the securities laws of a state;

(r)costs of any reports, proxy statements or other notices to shareholders, including printing and other related costs;

(s)commissions and other compensation payable to brokers or dealers;

(t)to the extent we are covered by any joint insurance policies, our allocable portion of the fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums;

(u)outside legal expenses;

(v)accounting expenses (including fees and disbursements and expenses related to the audit of the Fund and the preparation of the Fund’s tax information);

(w)direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, and staff; and

(x)all other expenses incurred by us or our administrator in connection with administering our business as described in more detail under “— Administration Agreement”.

Board of Trustees Approval of the Investment Advisory and Management Agreement

Our Board of Trustees, including our independent Trustees, approved our initial investment advisory and management agreement at a meeting held on September 9, 2022, the amended and restated investment advisory and management agreement at a meeting held on March 3, 2023, the second amended and restated investment advisory and management agreement at a meeting held on May 22, 2023, and the third amended and restated investment advisory and management agreement currently in place at a meeting held on September 5, 2024.

At an in-person meeting on May 9, 2024, our Board of Trustees, including a majority of our independent Trustees, voted to approve the continuation of our investment advisory and management agreement until June 6, 2025. In voting to approve the investment advisory and management agreement and the continuation thereof, our independent Trustees consulted in executive session with their independent legal counsel regarding the approval of such agreement. In reaching a decision to approve the investment advisory and management agreement, the Board of Trustees reviewed a significant amount of information and considered, among other things:

●

the nature, extent and quality of the advisory and other services provided to the Fund by our investment adviser;

●

the advisory fee paid by us to our investment adviser under the investment advisory and management agreement as compared to the advisory fees paid by other funds and accounts managed by our investment adviser with similar investment strategies as well as the fees and expenses of comparable BDCs;

●

the long- and short-term investment performance of the Fund and the long- and short-term investment performance of our investment adviser;

●

the allocation methodology of costs of the services provided by our investment adviser (including the base management fee, the incentive fee based on income and the incentive fee based on capital gains (including the applicable hurdle rates and conditions for the deferral of fee payments) and expense ratios) under the investment advisory and management agreement;

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the potential for, and sharing of, economies of scale in investment management given the directly originated nature of our investment portfolio and resources dedicated by our investment adviser thereto;

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our investment adviser’s pro forma profitability with respect to managing its clients based on financial information provided by our investment adviser;

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additional benefits to be derived by our investment adviser and its affiliates as a result of our relationship with our investment adviser; and

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various other matters, including the alignment of interests of our shareholders.

In voting to approve the investment advisory and management agreement, our Board of Trustees, including all of the Trustees who are not “interested persons,” of us, made the following conclusions:

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Nature, Extent and Quality of Services. Our Board of Trustees considered the nature, extent and quality of the investment selection process employed by our investment adviser, including the flow of transaction opportunities resulting from our investment adviser’s investment professionals’ significant capital markets, trading and research expertise, the employment of our investment adviser’s investment philosophy, diligence procedures, credit recommendation process, investment structuring, and ongoing relationships with and monitoring of portfolio companies, in light of our investment objective. Our Board of Trustees also considered our investment adviser’s personnel and their prior experience in connection with the types of investments to be made by us, including such personnel’s network of relationships with intermediaries focused on U.S. middle-market companies and other companies in which we may make investments. Our Board of Trustees also considered the benefit and increasing costs of our investment adviser continuing to be able to recruit and retain top talent. In addition, our Board of Trustees considered the other terms and conditions of the investment advisory and management agreement, including that the substantive terms of the investment advisory and management agreement (other than the fees payable thereunder, which our Board of Trustees reviewed separately) are generally the same as those of comparable BDCs described in the available market data and that it would be difficult to obtain similar services of similar quality on a comparable basis from other third party service providers or through an internally managed structure. In addition, our Board of Trustees considered the fact that we have the ability to terminate the investment advisory and management agreement without penalty upon 60 days’ written notice to our investment adviser. Our Board of Trustees further determined that our investment adviser is served by a dedicated origination, transaction development and investment team of investment professionals, and that these investment professionals have historically focused on investments in U.S. middle-market companies and other companies in which we may make investments, which experience and relationships coincide with our investment objective and generally equal or exceed those of the management teams or investment advisers of other comparable BDCs described in the available market data.

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Investment Performance. Our Board of Trustees reviewed the investment performance and our investment adviser, as well as comparative data based on publicly available information with respect to the investment performance of other externally managed BDCs and their investment advisers. Our Board of Trustees determined that our investment adviser was delivering results consistent with our investment objective and that our investment performance was generally above average when compared to comparable BDCs, including based on a one-year time period. Our Board of Trustees further determined that in light of our performance history, our investment adviser’s experience with our particular investment objective and policies and our investment adviser’s commitment to us, our investment adviser was well-positioned to manage our investment performance, including through volatile market conditions, with the approval of the investment advisory and management agreement.

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Costs of the Services Provided to the Fund. Our Board of Trustees considered (i) comparative data based on publicly available information with respect to services rendered and the advisory fees (including the base management fee and incentive fee or similar fees (including applicable hurdle rates, other payment conditions and/or fee waivers)) of other BDCs with similar investment objectives, our operating expenses and expense ratios compared to other BDCs of similar size and with similar investment objectives and (ii) the administrative services that our administrator will provide to us at cost.

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Economies of Scale. Our Board of Trustees considered information about the potential for our shareholders to experience economies of scale as we grow in size.

In view of the wide variety of material factors that our Board of Trustees considered in connection with its evaluation of the investment advisory and management agreement, it is not practical to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. Our Board of Trustees did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of our Board of Trustees. Rather, our Board of Trustees based its approval on the totality of information presented to, and the investigation conducted by, it. In considering the factors discussed above, individual trustees may have given different weights to different factors.

Based on the information reviewed and the factors discussed above, our Trustees (including those Trustees who are not “interested persons” of us) concluded that the terms of the investment advisory and management agreement, including the fee rates thereunder, are fair and reasonable in relation to the services to be provided and approved the investment advisory and management agreement as being in the best interests of us and our shareholders.

Conflicts of interest may arise if our investment adviser seeks to change the terms of our investment advisory and management agreement, including, for example, the amount of the base management fee, the incentive fee or other compensation terms. Material amendments to our investment advisory and management agreement must be approved by the affirmative vote of the holders of a majority of our outstanding voting securities and by a majority of our independent Trustees, and we may from time to time decide it is appropriate to seek the requisite approval to change the terms of the agreement.

See “Certain Terms of the Investment Advisory and Management Agreement and Administration Agreement—Board Approval of the Investment Advisory and Management Agreement” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 10, 2025 for additional information on the approval of the investment advisory and management agreement.

Prohibited Activities

Our activities are subject to compliance with the Investment Company Act. In addition, our Declaration of Trust prohibits the following activities, subject to certain exceptions, among us, our investment adviser and its affiliates:

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We may not purchase or lease assets in which our investment adviser or its affiliates has an interest unless (i) the transaction occurred at the formation of the Fund, we disclose the terms of the transaction to our common shareholders, the terms are reasonable to us and the price does not exceed the lesser of cost or fair market value, as determined by an independent expert or (ii) such purchase or lease of assets is consistent with the Investment Company Act or an exemptive order under the Investment Company Act issued to us by the SEC;

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We may not invest in general partnerships or joint ventures with affiliates and non-affiliates unless certain conditions are met;

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Our investment adviser and its affiliates may not acquire assets from us unless (i) approved by shareholders holding greater than 50% of our outstanding voting securities or (ii) such acquisition is consistent with the Investment Company Act or an exemptive order under the Investment Company Act issued to us by the SEC;

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We may not lease assets to our investment adviser, any trustee or any affiliates thereof unless the transaction occurred at the formation of the Fund, we disclose the terms of the transaction to our common shareholders and such terms are fair and reasonable to us;

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We may not loan money to our investment adviser or its affiliates;

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We may not acquire assets in exchange for our Common Shares without approval of a majority of our Board of Trustees, including a majority of the independent Trustees with consideration to an independent appraisal of such assets;

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We may not pay a commission or fee, either directly or indirectly to our investment adviser or its affiliates, except as otherwise permitted by our Declaration of Trust, in connection with the reinvestment of cash flows from operations and available reserves or of the proceeds of the resale, exchange or refinancing of our assets;

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Our investment adviser may not charge duplicate fees to us; and

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Our investment adviser may not provide financing to us with a term in excess of 12 months.

In addition, in the investment advisory and management agreement, our investment adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state securities laws governing its operations and investments.

License Agreement

Ares Management LLC, the sole member of Ares Capital Management, has granted us a non-exclusive, royalty-free license to use the name “Ares” pursuant to a license agreement. Under this agreement, we have a right to use the Ares name for so long as Ares Capital Management remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “Ares” name.

Compliance with the Omnibus Guidelines Published by NASAA

Rebates, Kickbacks and Reciprocal Arrangements

Our Declaration of Trust prohibits our investment adviser from: (i) receiving or accepting any rebate, give-ups or similar arrangement that is prohibited under applicable federal or state securities laws or the Omnibus Guidelines, (ii) participating in any reciprocal business arrangement that would circumvent provisions of applicable federal or state securities laws or the Omnibus Guidelines governing conflicts of interest or investment restrictions or (iii) entering into any agreement, arrangement or understanding that would circumvent the restrictions against dealing with affiliates or promoters under applicable federal or state securities laws or the Omnibus Guidelines. In addition, our investment adviser may not directly or indirectly pay or award any fees or commissions or other compensation to any person or entity engaged to sell our Common Shares or give investment advice to a potential shareholder; provided, however, that our investment adviser may pay a registered broker-dealer or other properly licensed agent of normal sales commissions or other compensation (including cash compensation and non-cash compensation (as such terms are defined under FINRA Rule 2310)) for selling or distributing our Common Shares, including out of the investment adviser’s own assets, including those amounts paid to the investment adviser under the investment advisory and management agreement.

Commingling

The investment adviser may not permit our funds to be commingled with the funds of any other entity.

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POTENTIAL CONFLICTS OF INTEREST

We have entered into the investment advisory and management agreement and the Expense Support and Conditional Reimbursement Agreement with our investment adviser, a subsidiary of Ares Management, an entity in which certain trustees and officers of the Fund and members of the ASIF Investment Committee may have indirect ownership and pecuniary interests. Pursuant to the investment advisory and management agreement, we pay our investment adviser a base management fee and an incentive fee. See “Investment Advisory and Management Agreement and Administration Agreement — Compensation of Our Investment Adviser” for a description of how the fees payable to our investment adviser are determined. Pursuant to our administration agreement, we reimburse our administrator, at cost, for our allocable portion of overhead and other expenses (including travel expenses) incurred by our administrator in performing its obligations under the administration agreement. See “Investment Advisory and Management Agreement and Administration Agreement — Administration Agreement” for a description of how the expenses reimbursable to our administrator are determined. The Expense Support and Conditional Reimbursement Agreement is intended to ensure that no portion of our distributions to shareholders will represent a return of capital for tax purposes. See Note 3 to our consolidated financial statements for the year ended December 31, 2024 for additional information regarding the Expense Support and Conditional Reimbursement Agreement.

Conflicts may arise in allocating and structuring investments, time, services, expenses or resources among the investment activities of Ares funds, Ares, other Ares-affiliated entities and the employees of Ares. Certain of our executive officers and trustees, and members of the ASIF Investment Committee, serve or may serve as officers, directors or principals of other entities and affiliates of our investment adviser and investment funds managed by our investment adviser or its affiliates, including Ares Capital Corporation. These officers and trustees will devote such portion of their time to our affairs as is required for the performance of their duties, but they are not required to devote all their time to us. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in our or our common shareholders’ best interests or may require them to devote time to services for other entities, which could interfere with the time available to provide services to us. Members of the ASIF Investment Committee may have significant responsibilities for other Ares funds. Similarly, although the professional staff of our investment adviser will devote as much time to the management of us as appropriate to enable our investment adviser to perform its duties in accordance with the investment advisory and management agreement, the investment professionals of our investment adviser may have conflicts in allocating their time and services among us and investment vehicles managed by our investment adviser or one or more of its affiliates. These activities could be viewed as creating a conflict of interest insofar as the time and effort of the professional staff of our investment adviser and its officers and employees are not devoted exclusively to our business but are instead allocated between our business and the management of these other investment vehicles.

Our investment adviser has adopted an investment allocation policy designed to ensure that all investment opportunities are, to the extent practicable, allocated among its clients on a basis that over a period of time is fair and equitable to each client relative to other clients. Certain Ares funds may have investment objectives that compete or overlap with, and may from time to time invest in asset classes similar to those targeted by us, and our executive officers, certain of our trustees and members of the ASIF Investment Committee also serve as officers or principals of other investment managers affiliated with Ares Management that currently, and may in the future, manage such Ares funds that have investment objectives similar to our investment objective. Consequently, we and these other entities may from time to time pursue the same or similar capital and investment opportunities. Ares and our investment adviser endeavor to allocate investment opportunities in a fair and equitable manner, and in any event consistent with any fiduciary duties owed to us. Nevertheless, it is possible that we may not be given the opportunity to participate in certain investments made by other Ares funds and, if given such opportunity, may not be allowed to participate in such investments without the prior approval of our trustees who are not interested persons and, in some cases, the prior approval of the SEC. In addition, there may be conflicts in the allocation of investments among us and other Ares funds, including investments made pursuant to the Co-Investment Exemptive Order. Further, such other Ares funds may hold positions in portfolio companies in which we have also invested. Such investments may raise potential conflicts of interest between us and such other Ares funds, particularly if we and such other Ares funds invest in different classes or types of securities or investments of the same underlying portfolio company. In that regard, actions may be taken by another Ares fund that are adverse to our interests, including, but not limited to, during a restructuring, bankruptcy or other insolvency proceeding or similar matter occurring at the underlying portfolio company. See “Risk Factors — Risks Relating to Our Business and Structure — There are significant potential conflicts of interest that could impact our investment returns.”

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Co-Investment Opportunities

As a BDC, we are subject to certain regulatory restrictions in negotiating certain investments with entities with which we may be restricted from doing so under the Investment Company Act, such as our investment adviser and its affiliates.

Intermediary Manager Agreement

We have entered into an Intermediary Manager Agreement with Ares Wealth Management Solutions, LLC, the intermediary manager. Pursuant to the Intermediary Manager Agreement, we will indemnify the intermediary manager, its officers, directors and any person who controls the intermediary manager, in certain circumstances.

The intermediary manager is an affiliate of our investment adviser and will not make an independent review of us or our continuous offering. This relationship may create conflicts in connection with the intermediary manager’s due diligence obligations under the federal securities laws. Although the intermediary manager will examine the information in this prospectus for accuracy and completeness, due to its affiliation with our investment adviser, no independent review of us will be made in connection with the distribution of our Common Shares in this offering.

The intermediary manager is entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.85% and 0.25% of the value of our net assets attributable to Class S shares and Class D shares, respectively, as of the beginning of the first calendar day of the month. No shareholder servicing and/or distribution fees are paid with respect to Class I shares. The shareholder servicing and/or distribution fees are payable to the intermediary manager, but the intermediary manager anticipates that all or a portion of the shareholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating broker-dealers. The shareholder servicing and/or distribution fees that were attributable to Class S shares and Class D shares for the year ended December 31, 2024 were approximately $5.0 million and $0.4 million, respectively.

Ares Management Capital Markets LLC

Ares Management Capital Markets LLC (“AMCM”), an affiliate of the Fund, served as an initial purchaser in connection with certain of the Unsecured Notes issued during the year ended December 31, 2024. Under the purchase agreements entered into by us in connection with such notes offerings, AMCM received an aggregate of approximately $0.6 million of underwriting and advisory fees during the year ended December 31, 2024. The underwriting and advisory fees AMCM received were on terms equivalent to those of other initial purchasers.

License Agreement

We have entered into a License Agreement with Ares Management LLC, the sole member of Ares Capital Management, pursuant to which we have been granted a non-exclusive, royalty-free license to use the name “Ares.” Under this agreement, we have a right to use the Ares name for so long as Ares Capital Management remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “Ares” name.

Material Non-Public Information

Members of the ASIF Investment Committee and other employees of our investment adviser and its affiliates may serve as directors of, or in a similar capacity with, companies in which we invest or in which we are pursuing an investment opportunity. Through these and other relationships with a company, these individuals may obtain material non-public information that might

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restrict our ability to buy or sell the securities of such company under the policies of the company or applicable law, including, for example, the antifraud provisions of the federal securities laws.

Code of Conduct

As a BDC, we are subject to certain regulatory requirements that restrict our ability to engage in certain related-party transactions. We have adopted procedures for the review, approval and monitoring of transactions that involve us and certain of our related persons. For example, we have a code of conduct that generally prohibits our executive officers or trustees from engaging in any transaction where there is a conflict between such individual’s personal interest and the interests of the Fund. Waivers to the code of conduct can generally only be obtained from the Chief Compliance Officer, the chairperson of the Board of Trustees or the chairperson of the audit committee and are publicly disclosed as required by applicable law and regulations. In addition, the audit committee is required to review and approve all related-party transactions (as defined in Item 404 of Regulation S-K).

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CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

The following table sets forth, as of March 31, 2025, information with respect to the beneficial ownership of our Common Shares by:

●

each person known to us to be expected to beneficially own more than 5% of the outstanding Common Shares;

●

each of our Trustees and each executive officers; and

●

all of our Trustees and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise noted below, and based upon Schedule 13D, Schedule 13G or other filings by such persons with the SEC and other information obtained from such persons, each person named in the following table has sole voting and investment power with respect to our Common Shares that they beneficially own. Each of the record holders of 5% or more of our Common Shares may be deemed not to beneficially own (or may be deemed to have disclaimed beneficial ownership of) some or all of their Common Shares to the extent they do not have voting and/or dispositive power over such Common Shares. There are no Common Shares subject to options that are currently exercisable or exercisable within 60 days of the offering. Percentage of beneficial ownership is based on 272,001,854 of our Common Shares outstanding as of March 31, 2025.

The address for Joshua M. Bloomstein, R. Kipp deVeer, Mitchell Goldstein, Jana Markowicz, Jim Miller and Michael L. Smith is c/o Ares Strategic Income Fund, 245 Park Avenue, 44th Floor, New York, New York 10167. The address for Lisa Morgan is c/o Ares Strategic Income Fund, 4300 Wilson Blvd., Suite 260, Arlington, VA 22203. The address for each of the other trustees, executive officers and certain other officers listed in the table is c/o Ares Strategic Income Fund, 1800 Avenue of the Stars, Suite 1400, Los Angeles, California 90067.


	Shares Beneficially Owned
Name and Address	Number	Percentage⁽¹⁾
Independent Trustees
Sandra R. Anceleitz	0	*
Ann Torre Bates	20,791	*
Steven B. McKeever	0	*
Eric B. Siegel	0	*
Interested Trustees
R. Kipp deVeer	0	*
Mitchell Goldstein	184,638	*
Michael L. Smith	0	*
Executive Officers Who Are Not Trustees
Scott C. Lem	0	*
Jim Miller	0	*
All Trustees, Executive Officers and Certain Other Officers as a Group (15 persons)⁽²⁾	205,429	*
5% Holders
Partners Capital Investment Group, LLP⁽³⁾	23,393,999	8.6	%

*	Represents less than 1%.

(1)	Based on 272,001,854 common shares outstanding as of March 31, 2025.

(2)	Includes shares owned by officers of the Fund that are not “Named Executive Officers,” as defined in Item 402 of Regulation S-K, as promulgated under the Securities Act of 1933 (“Regulation S-K”).

(3)	Based on a Schedule 13G/A filed with the SEC on February 14, 2025, Partners Capital Investment Group, LLP (“PCIG”) has the sole power to vote and dispose of 23,393,999 common shares. The principal business address of PCIG is 600 Atlantic Avenue 30th Floor, Boston, MA 02210.

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The following table sets forth the dollar range of equity securities of the Fund beneficially owned by the Trustees as of March 31, 2025. The Fund is not part of a “family of investment companies,” as the term is defined in the Investment Company Act.


Name and Address		Dollar Range of Equity Securities in Ares Strategic Income Fund(1)(2)
Independent Trustees
Sandra R. Anceleitz		None
Ann Torre Bates		Over $100,000
Steven B. McKeever		None
Eric B. Siegel		None
Interested Trustees
R. Kipp deVeer		None
Mitchell Goldstein		Over $100,000
Michael L. Smith		None

(1)	Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.

(2)	The dollar range of equity securities beneficially owned are: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000 or over $100,000.

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DISTRIBUTIONS

The per share amount of distributions on Class I shares, Class S shares and Class D shares generally differ because of different class-specific shareholder servicing and/or distribution fees that are deducted from the gross distributions for each share class. Specifically, distributions on Class S shares will be lower than Class D shares, and Class D shares will be lower than Class I shares because we are required to pay higher ongoing shareholder servicing and/or distribution fees with respect to the Class S shares (compared to Class D shares and Class I shares) and we are required to pay higher ongoing shareholder servicing and/or distribution fees with respect to Class D shares (compared to Class I shares, which have no shareholder servicing and/or distribution fees).

From time to time, we may also pay special interim distributions in the form of cash or Common Shares at the sole discretion of our Board of Trustees.

We have not established limits on the amount of funds we may use from any available sources to make distributions. There can be no assurance that we will achieve the performance necessary to sustain our distributions or that we will be able to pay distributions at a specific rate or at all. Our investment adviser and its affiliates have no obligation to waive advisory fees or otherwise reimburse expenses in future periods. See “Investment Advisory and Management Agreement and Administration Agreement.”

Consistent with the Code, shareholders will be notified of the source of our distributions. Our distributions may exceed our earnings and profits, especially during the period before we have substantially invested the proceeds from this offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes. The tax basis of shares must be reduced by the amount of any return of capital distributions, which will result in an increase in the amount of any taxable gain (or a reduction in any deductible loss) on the sale of shares.

For a period of time following commencement of this offering, which time period may be significant, we expect substantial portions of our distributions may be funded indirectly through the reimbursement of certain expenses by our investment adviser and its affiliates, including through the waiver of certain investment advisory fees by our investment adviser, that are subject to conditional reimbursement by us within three years. Any such distributions funded through expense reimbursements or waivers of advisory fees are not based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or our investment adviser or its affiliates continues to advance such expenses or waive such fees. Our future reimbursement of amounts advanced or waived by our investment adviser and its affiliates will reduce our NAV at the time we make

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such reimbursement payment and may reduce future distributions to which you would otherwise be entitled. In addition, the initial advancement of expenses or waiver of fees by our investment adviser and its affiliates may prevent a decline in NAV in the short term, and our reimbursement of these amounts may reduce our NAV in the future. Other than as set forth in this prospectus, our investment adviser and its affiliates have no obligation to advance expenses or waive advisory fees.

We have elected to be treated, and intend to qualify annually, as an RIC under the Code. To obtain and maintain our RIC status under the Code, we must timely distribute an amount equal to at least 90% of our investment company taxable income (as defined by the Code, which generally includes net ordinary income and net short term capital gains) to our common shareholders. In addition, we generally will be required to pay an excise tax equal to 4% on certain undistributed taxable income unless we distribute in a timely manner an amount at least equal to the sum of (i) 98% of our ordinary income recognized during a calendar year and (ii) 98.2% of our capital gain net income, as defined by the Code, recognized during a calendar year and (iii) any income recognized, but not distributed, in preceding years. The taxable income on which we pay excise tax is generally distributed to our common shareholders in the next tax year. Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income for distribution in the following year, and pay any applicable excise tax. We maintain an “opt in” distribution reinvestment plan for our common shareholders. As a result, if we declare a cash distribution, shareholders that specifically opt into the distribution reinvestment plan will have their cash distributions automatically reinvested in additional Common Shares. See “Distribution Reinvestment Plan.”

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DESCRIPTION OF OUR COMMON SHARES

The following description is based on relevant portions of Delaware law and on our Declaration of Trust and bylaws. This summary is not necessarily complete, and we refer you to Delaware law, our Declaration of Trust and our bylaws for a more detailed description of the provisions summarized below.

General

The terms of the Declaration of Trust authorize an unlimited number of Common Shares of any class, par value $0.01 per share, of which 272,001,854 shares were outstanding as of March 31, 2025, and an unlimited number of preferred shares, par value $0.01 per share. The Declaration of Trust provides that the Board of Trustees may classify or reclassify any unissued Common Shares into one or more classes or series of Common Shares or preferred shares by setting or changing the preferences, conversion or other rights, voting powers, restrictions, or limitations as to dividends, qualifications, or terms or conditions of redemption of the shares. There is currently no market for our Common Shares, and we can offer no assurances that a market for our Common Shares will develop in the future. We do not intend for the shares offered under this prospectus to be listed on any national securities exchange. There are no outstanding options or warrants to purchase our Common Shares. No shares have been authorized for issuance under any equity compensation plans. Under the terms of our Declaration of Trust, shareholders shall be entitled to the same limited liability extended to shareholders of private Delaware for profit corporations formed under the Delaware General Corporation Law, 8 Del. C. § 100, et. seq. Our Declaration of Trust provides that no shareholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to us by reason of being a shareholder, nor shall any common shareholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any person in connection with our assets or our affairs by reason of being a shareholder.

None of our Common Shares are subject to further calls or to assessments, sinking fund provisions, our obligations or potential liabilities associated with ownership of the security (not including investment risks). In addition, except as may be provided by the Board of Trustees in setting the terms of any class or series of Common Shares, no shareholder shall be entitled to exercise appraisal rights in connection with any transaction.

Outstanding Securities


Title of Class	Amount Authorized	Amount Held by Fund for its Account	Amount Outstanding as of March 31, 2025
Class S	Unlimited	—	35,263,792
Class D	Unlimited	—	18,433,217
Class I	Unlimited	—	218,304,845

Common Shares

Under the terms of our Declaration of Trust, all of our Common Shares have equal rights as to voting and at the time of issuance, are duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our Common Shares if, as and when authorized by our Board of Trustees and declared by us out of funds legally available therefore. Except as may be provided by our Board of Trustees in setting the terms of classified or reclassified shares, our Common Shares have no preemptive, exchange, conversion, appraisal or redemption rights and will be freely transferable, except where their transfer is restricted by federal or state securities laws or by contract and except that, in order to avoid the possibility that our assets could be treated as “plan assets,” we may require any person proposing to acquire Common Shares to furnish such information as may be necessary to determine whether such person is a benefit plan investor or a controlling person, restrict or prohibit transfers of shares of such shares or redeem any outstanding shares for such price and on such other terms and conditions as may be determined by or at the direction of the Board of Trustees. In the event of our liquidation, dissolution or winding up, each share of our Common Shares would be entitled to share pro rata in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred shares, if any preferred shares are outstanding at such time. Subject to the rights of holders of any other class or series of shares, each share of our Common Shares is entitled to one vote on all matters submitted to a vote of shareholders, including the election of Trustees. Except as may be provided by the Board of Trustees in setting the terms of classified or reclassified shares, and subject to the express terms of any class or series of preferred shares, the holders of our Common

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Shares possess exclusive voting power. There is no cumulative voting in the election of Trustees. Each Trustee will be elected by a majority of the votes cast with respect to such Trustee’s election. Pursuant to our Declaration of Trust, our Board of Trustees may amend the bylaws to alter the vote required to elect trustees.

Class S Shares

No upfront selling commissions are paid for sales of any Class S shares, however, if you purchase Class S shares from certain selling agents, they may directly charge you transaction or other fees in such amount as they may determine, provided that selling agents limit such charges to a 3.5% cap on NAV for Class S shares.

We pay the intermediary manager selling commissions over time as shareholder servicing and/or distribution fees with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares, including any Class S shares issued pursuant to our distribution reinvestment plan. The shareholder servicing and/or distribution fees are paid monthly in arrears. The intermediary manager reallows (pays) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services.

Class S shares are available through brokerage and transactional-based accounts.

Class D Shares

No upfront selling commissions are paid for sales of any Class D shares, however, if you purchase Class D shares from certain selling agents, they may directly charge you transaction or other fees in such amount as they may determine, provided that selling agents limit such charges to a 2.0% cap on NAV for Class D shares.

We pay the intermediary manager selling commissions over time as shareholder servicing and/or distribution fees with respect to our outstanding Class D shares equal to 0.25% per annum of the aggregate NAV of our outstanding Class D shares, including any Class D shares issued pursuant to our distribution reinvestment plan. The shareholder servicing and/or distribution fees are paid monthly in arrears. The intermediary manager reallows (pays) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services.

Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/brokerage platforms at participating broker-dealers, (4) through investment advisers registered under the Investment Advisers Act of 1940 or applicable state law that are also registered with or as a broker-dealer, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) other categories of investors that we name in an applicable filing related to offering such shares with the SEC.

Class I Shares

No upfront selling commissions or shareholder servicing and/or distribution fees are paid for sales of any Class I shares, however, if you purchase Class I shares from certain selling agents, they may directly charge you transaction or other fees in such amount as they may determine, provided that selling agents limit such charges to a 2.0% cap on NAV for Class I shares.

Class I shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I shares, (2) by institutional accounts as defined by FINRA Rule 4512(c), (3) through bank-sponsored collective trusts and bank-sponsored common trusts, (4) by retirement plans (including a trustee or custodian under any deferred compensation or pension or profit sharing plan or payroll deduction IRA established for the benefit of the employees of any company), foundations or endowments, (5) through certain financial intermediaries that are not otherwise registered with or as a broker-dealer and that direct clients to trade with a broker-dealer that offers Class I shares, (6) through investment advisers registered under the Investment Advisers Act of 1940 or applicable state law that are also registered with or as a broker-dealer, whose broker-dealer does not receive any compensation from us or from the intermediary manager, (7) by our officers and Trustees and their

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immediate family members, as well as officers and employees of Ares and their immediate family members, (8) through transaction or brokerage platforms at participating broker-dealers and their affiliates, including by such broker-dealers’ officers, directors, employees and registered representatives, as well as the immediate family members of such persons, as defined by FINRA Rule 5130, (9) through bank trust departments or any other organization or person authorized to act as a fiduciary for its clients or customers, and (10) by any other categories of purchasers that we name in an applicable filing related to offering such shares with the SEC. In certain cases, where a holder of Class S shares or Class D shares exits a relationship with a participating broker for this offering and does not enter into a new relationship with a participating broker for this offering, such holder’s shares may be exchanged into an equivalent NAV amount of Class I shares.

Exchange of Common Shares Between Classes

A shareholder may be permitted to exchange Common Shares between classes of our shares, provided that, among other things: (1) the shareholder’s aggregate investment would have met the minimum initial investment requirements in the applicable class at the time of purchase and continues to meet those requirements; (2) the Common Shares are otherwise available for offer and sale; and (3) the investment meets all other requirements for investing in the applicable class. When an individual shareholder cannot meet the minimum initial investment requirements of the applicable class, exchanges of Common Shares from one class to the applicable class may be permitted if such shareholder’s investment is made by an intermediary that has discretion over the account and has invested other clients’ assets in us, which when aggregated together with such investor’s investment, meet the minimum initial investment requirements for the applicable class. Investors will not be charged any fees by us for such exchanges. Ongoing fees and expenses incurred by a given class will differ from those of other share classes, and an investor receiving new Common Shares in an exchange may be subject to lower total expenses charged by us following such exchange. Exchange transactions will be effected only into an identically registered account. While exchange transactions will generally not be treated as a redemption for federal income tax purposes, investors are urged to consult their tax advisors as to the U.S. federal, state, local and non-U.S. tax consequences of an exchange. We also reserve the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange.

Other Terms of Common Shares

We will cease paying the shareholder servicing and/or distribution fees on Class S shares and Class D shares on the earlier to occur of the following (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including selling commissions, the shareholder servicing and/or distribution fees and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, consistent with the exemptive relief allowing us to offer multiple classes of shares, at the end of the month in which the intermediary manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to shares held in a common shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the intermediary manager or the applicable selling agent), we will cease paying the shareholder servicing and/or distribution fees on either (i) each such share that would exceed such limit or (ii) all Class S shares and Class D shares in such common shareholder’s account. We may modify this requirement if permitted by applicable exemptive relief. At the end of such month, the applicable Class S shares or Class D shares in such common shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S shares or Class D shares. In addition, immediately before any liquidation, dissolution or winding up, each Class S share and Class D share will automatically convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share.

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Preferred Shares

This offering does not include an offering of preferred shares. Under the terms of the Declaration of Trust, our Board of Trustees may authorize us to issue preferred shares in one or more classes or series without shareholder approval, to the extent permitted by the Investment Company Act. The Board of Trustees has the power to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class or series of preferred shares. If we issue preferred shares, we will make any required disclosure to shareholders. We will not offer preferred shares to our investment adviser or our affiliates except on the same terms as offered to all other shareholders.

Preferred shares could be issued with terms that would adversely affect the shareholders, provided that we may not issue any preferred shares that would limit or subordinate the voting rights of holders of our Common Shares. Preferred shares could also be used as an anti-takeover device through the issuance of shares of a class or series of preferred shares with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control. Every issuance of preferred shares will be required to comply with the requirements of the Investment Company Act. The Investment Company Act requires, among other things, that: (1) immediately after issuance and before any dividend or other distribution is made with respect to common shares and before any purchase of common shares is made, such preferred shares together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of preferred shares, if any are issued, must be entitled as a class voting separately to elect two Trustees at all times and to elect a majority of the Trustees if distributions on such preferred shares are in arrears by two full years or more. Certain matters under the Investment Company Act require the affirmative vote of the holders of at least a majority of the outstanding preferred shares (as determined in accordance with the Investment Company Act) voting together as a separate class. For example, the vote of such holders of preferred shares would be required to approve a proposal involving a plan of reorganization adversely affecting such securities.

The issuance of any preferred shares must be approved by a majority of our independent Trustees not otherwise interested in the transaction, who will have access, at our expense, to our legal counsel or to independent legal counsel.

Limitation on Liability of Trustees and Officers; Indemnification and Advance of Expenses

Delaware law permits a Delaware statutory trust to include in its declaration of trust a provision to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever. Our Declaration of Trust provides that our Trustees will not be liable to us or our common shareholders for monetary damages for breach of fiduciary duty as a trustee to the fullest extent permitted by Delaware law. Our Declaration of Trust provides for the indemnification of any person to the full extent permitted, and in the manner provided, by Delaware law. In accordance with the Investment Company Act, we will not indemnify certain persons for any liability to which such persons would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Pursuant to our Declaration of Trust and subject to certain exceptions described therein, we will indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former Trustee or officer, employee, controlling person or agent of the Fund or the investment adviser or its controlling person and who is made or threatened to be made a party to the proceeding by reason of their service in that capacity or (ii) any individual who, while a Trustee or officer of the Fund, or our investment adviser or its controlling person, and at our request, serves or has served as a trustee, officer, partner or trustee of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of their service in that capacity (each such person, an “Indemnitee”), in each case to the fullest extent permitted by Delaware law. Notwithstanding the foregoing, we will not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction, or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, as the case may be, and finds that indemnification of the settlement and the related costs should be made and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws.

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We will not indemnify an Indemnitee against any liability or loss suffered by such Indemnitee unless (i) the Indemnitee determines in good faith that the course of conduct that caused the loss or liability was in our best interest, (ii) the Indemnitee was acting on behalf of or performing services for us, (iii) such liability or loss was not the result of (A) negligence or misconduct, in the case that the party seeking indemnification is a Trustee (other than an independent Trustee), officer, employee, controlling person or agent of the Fund or investment adviser or its controlling person, or (B) gross negligence or willful misconduct, in the case that the party seeking indemnification is an independent Trustee, and (iv) such indemnification or agreement to hold harmless is recoverable only out of our assets and not from the shareholders.

In addition, the Declaration of Trust permits us to advance reasonable expenses to an Indemnitee or an affiliate of our investment adviser who is not otherwise an Indemnitee, and we will do so in advance of final disposition of a proceeding (a) if the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Fund, (b) the legal proceeding was initiated by a third party who is not a shareholder or, if by a shareholder of the Fund acting in their capacity as such, a court of competent jurisdiction approves such advancement and (c) upon our receipt of (i) a written affirmation by such person of their good faith belief that they have met the standard of conduct necessary for indemnification by us and (ii) a written undertaking by them or on their behalf to repay the amount paid or reimbursed by us, together with the applicable legal rate of interest thereon, if it is ultimately determined by final, non-appealable decision of a court of competent jurisdiction, that the Indemnitee is not entitled to indemnification.

In addition to the indemnification provided for in our Declaration of Trust, we have entered into indemnification agreements with each of our current Trustees and certain of our officers and with members of the ASIF Investment Committee and we intend to enter into indemnification agreements with each of our future Trustees, members of our ASIF Investment Committee and certain of our officers. The indemnification agreements attempt to provide these Trustees, officers and other persons the maximum indemnification permitted under Delaware law and the Investment Company Act. The agreements provide, among other things, for the advancement of expenses and indemnification for liabilities that such person may incur by reason of their status as a present or former Trustee or officer or member of the ASIF Investment Committee in any action or proceeding arising out of the performance of such person’s services as a present or former Trustee or officer or member of the ASIF Investment Committee.

Delaware Law and Certain Declaration of Trust Provisions

Organization and Duration

We were formed in Delaware on March 15, 2022, and will remain in existence until dissolved in accordance with our Declaration of Trust or pursuant to Delaware law.

Purpose

Under the Declaration of Trust, we are permitted to engage in any business activity that lawfully may be conducted by a statutory trust organized under Delaware law and, in connection therewith, to exercise all of the rights and powers conferred upon us pursuant to the agreements relating to such business activity.

Our Declaration of Trust contains provisions that could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest or otherwise. Our Board of Trustees may, without shareholder action, authorize the issuance of shares in one or more classes or series, including preferred shares; our Board of Trustees may, without shareholder action, amend our Declaration of Trust to increase the number of our Common Shares, of any class or series, that we will have authority to issue; and our Declaration of Trust provides that, while we do not intend to list our Common Shares on any securities exchange, if any class of our Common Shares is listed on a national securities exchange, our Board of Trustees will be divided into three classes of Trustees serving staggered terms of three years each. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our Board of Trustees. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms.

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Sales and Leases to the Fund

Our Declaration of Trust provides that, unless otherwise permitted by the Investment Company Act or applicable guidance or exemptive relief of the SEC, we may not purchase or lease assets in which our investment adviser or any of its affiliates have an interest unless, as provided by the Omnibus Guidelines, all of the following conditions are met: (a) the transaction occurred at the formation of the Fund and is fully disclosed to the shareholders in a prospectus or in a periodic report; and (b) the assets are sold or leased upon terms that are reasonable to us and at a price not to exceed the lesser of cost or fair market value as determined by an independent expert. However, our investment adviser may purchase assets in its own name (and assume loans in connection) and temporarily hold title, for the purposes of facilitating the acquisition of the assets, the borrowing of money, obtaining financing for us, or the completion of construction of the assets, so long as all of the following conditions are met: (i) the assets are purchased by us at a price no greater than the cost of the assets to our investment adviser; (ii) all income generated by, and the expenses associated with, the assets so acquired will be treated as belonging to us; and (iii) there are no other benefits arising out of such transaction to our investment adviser apart from compensation otherwise permitted by the Omnibus Guidelines.

Sales and Leases to our Investment Adviser, Trustees or Affiliates

Our Declaration of Trust provides that, unless otherwise permitted by the Investment Company Act or applicable guidance or exemptive relief of the SEC, we may not sell assets to our investment adviser or any of its affiliates unless such sale is approved by the holders of a majority of our outstanding Common Shares. Our Declaration of Trust also provides that, unless otherwise permitted by the Investment Company Act or applicable guidance or exemptive relief of the SEC, we may not lease assets to our investment adviser, any trustee or any affiliate thereof unless, as provided by the Omnibus Guidelines all of the following conditions are met: (a) the transaction occurred at the formation of the Fund and is fully disclosed to the shareholders either in a prospectus or a periodic report filed with the SEC or otherwise; and (b) the terms of the transaction are fair and reasonable to us.

Loans

Our Declaration of Trust provides that we may not loan money to our investment adviser or any of its affiliates.

Commissions on Financing, Refinancing or Reinvestment

Our Declaration of Trust provides that, unless otherwise permitted by the Investment Company Act or applicable guidance or exemptive relief of the SEC, we generally may not pay, directly or indirectly, a commission or fee to our investment adviser or any of its affiliates in connection with the reinvestment of cash available for distribution, available reserves, or the proceeds of the resale, exchange or refinancing of assets.

Lending Practices

Our Declaration of Trust provides that, with respect to financing made available to us by our investment adviser, our investment adviser may not receive interest in excess of the lesser of our investment adviser’s cost of funds or the amounts that would be charged by unrelated lending institutions on comparable loans for the same purpose. Our investment adviser may not impose a prepayment charge or penalty in connection with such financing and our investment adviser may not receive points or other financing charges. In addition, our investment adviser is prohibited from providing financing to us with a term in excess of 12 months.

Number of Trustees; Vacancies; Removal

Our Declaration of Trust provides that the number of Trustees will be set by our Board of Trustees in accordance with our bylaws. Our bylaws provide that a majority of our entire Board of Trustees may at any time increase or decrease the number of Trustees. Our Declaration of Trust provides that the number of Trustees generally may not be less than three. Except as otherwise required by applicable requirements of the Investment Company Act and as may be provided by our Board of Trustees in setting the terms of any class or series of preferred shares, pursuant to an election under our Declaration of Trust, any and all vacancies on our Board of Trustees may be filled only by the affirmative vote of a majority of the remaining Trustees in office, even if the remaining Trustees do not constitute a quorum, and any Trustee elected to fill a vacancy will serve for the remainder of the full term of the Trustee for whom the vacancy occurred and until a successor is elected by our shareholders and qualified, or until his or her earlier resignation, removal

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from office, death or incapacity, subject to any applicable requirements of the Investment Company Act. Independent Trustees will nominate replacements for any vacancies among the independent Trustees’ positions.

Our Declaration of Trust provides that a Trustee may be removed (i) for cause by a majority of the remaining Trustees (or in the case of the removal of a Trustee that is not an interested person, a majority of the remaining Trustees that are not interested persons); or (ii) with or without cause upon a vote by the holders of more than 50% of the outstanding shares entitled to vote.

We have a total of seven members of our Board of Trustees, four of whom are independent Trustees. Our Declaration of Trust provides that a majority of our Board of Trustees must be independent Trustees except for a period of up to 60 days after the death, removal or resignation of an independent Trustee pending the election of their successor. Each Trustee will serve an initial term that will expire at the annual meeting of shareholders held in 2026, and following such initial term, at the annual meeting of shareholders each third year thereafter. Each Trustee’s term will extend until his or her successor is duly elected by our shareholders or qualified. Each Trustee may be reelected to an unlimited number of succeeding terms successor is duly elected by our shareholders or qualified. While we do not intend to list our Common Shares on any securities exchange, if any class of our Common Shares is listed on a national securities exchange, our Board of Trustees will be divided into three classes of Trustees serving staggered terms of three years each.

Action by Shareholders

Our bylaws provide that unless otherwise provided in the Declaration of Trust, each outstanding share owned of record on the applicable record date, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Under our bylaws, we are required to hold an annual meeting of shareholders each year. Special meetings may be called by a majority of the independent Trustees and our chief executive officer (or one of our co-chief executive officers, as the case may be), and will be limited to the purposes for any such special meeting set forth in the notice thereof. In addition, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the shareholders requesting the meeting, a special meeting of shareholders will be called by the secretary of the Fund to act on any matter that may properly be considered at a meeting of shareholders upon the written request of shareholders entitled to cast not less than 10% of all the votes entitled to be cast on such matter at such meeting. At any meeting of shareholders, the presence in person or by proxy of shareholders of the Fund holding 50% of our outstanding shares will constitute a quorum, except with respect to any matter that, under applicable statutes or regulatory requirements, requires approval by a separate vote of one or more classes of shares, in which case the presence in person or by proxy of holders representing 50% of the outstanding shares of such class will constitute a quorum.

With respect to special meetings of shareholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board of Trustees at a special meeting may be made only (1) pursuant to our notice of the meeting, (2) by the Board of Trustees or (3) provided that the Board of Trustees has determined that Trustees will be elected at the meeting, by a shareholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the Declaration of Trust.

Our Declaration of Trust also provides that, subject to the mandatory provisions of any applicable laws or regulations or other provisions of the Declaration of Trust, the following actions may be taken by the shareholders, without concurrence by our Board of Trustees or our investment adviser, upon a vote by the holders of more than 50% of the outstanding shares entitled to vote to:

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modify the Declaration of Trust;

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remove our investment adviser or appoint a new investment adviser;

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remove any Trustee with or without cause;

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dissolve the Fund; or

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sell all or substantially all of our assets other than in the ordinary course of business.

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The purpose of requiring shareholders to give us advance notice of nominations and other business is to afford our Board of Trustees a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our Board of Trustees, to inform shareholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of shareholders. Although our Declaration of Trust does not give our Board of Trustees any power to disapprove shareholder nominations for the election of Trustees or proposals recommending certain action, they may have the effect of precluding a contest for the election of Trustees or the consideration of shareholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of trustees or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our common shareholders.

Our investment adviser and Board of Trustees, as applicable, may not, without the approval of a vote by the holders of more than 50% of the outstanding shares entitled to vote on such matters:

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modify our Declaration of Trust except for amendments which do not materially alter or change the powers, preferences, or special rights of our Common Shares so as to affect them adversely;

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voluntarily withdraw as our investment adviser unless such withdrawal would not affect our tax status and would not materially alter or change powers, preferences or special rights of our Common Shares so as to affect them adversely;

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appoint a new investment adviser (other than a sub-adviser pursuant to the terms of our investment advisory and management agreement and applicable law);

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sell all or substantially all of our assets other than in the ordinary course of business; or

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cause the merger or similar reorganization of the Fund.

Additionally, the investment adviser may not amend the investment advisory and management agreement except for amendments which do not materially alter or change the powers, preferences, or special rights of our Common Shares so as to affect them adversely.

Amendment of the Declaration of Trust and Bylaws

Except for amendments to our Declaration of Trust which materially alter or change the powers, preferences, or special rights of our Common Shares so as to affect them adversely, our Declaration of Trust provides that our Board of Trustees may amend our Declaration of Trust without any vote of our common shareholders. Our Declaration of Trust provides that our Board of Trustees has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

Actions by the Board of Trustees Related to Merger, Conversion, Reorganization or Dissolution

We may, following the receipt of any applicable approval of holders of our outstanding shares pursuant to our Declaration of Trust, cause our investment adviser to, approve a merger, conversion, consolidation or other reorganization of the Fund, provided that the resulting entity is a business development company under the Investment Company Act. We will not permit our investment adviser or our Board of Trustees to cause the merger or other reorganization of the Fund without the affirmative vote by the holders of more than 50% of our outstanding shares entitled to vote on the matter. The Fund may be dissolved at any time, without the approval of the holders of our outstanding Common Shares, unless such shareholder approval is required in connection with the sale of all or substantially all of our assets. In such case, the Fund may be dissolved upon the affirmative vote by the holders of more than 50% of our outstanding shares entitled to vote on the matter.

Unless otherwise expressly provided in our Declaration of Trust, in the event of any liquidation, dissolution or winding up of the Fund, whether voluntary or involuntary, the holders of all classes of Common Shares shall be entitled, after payment or provision for payment of our debts and other liabilities (as such liability may affect one or more of the classes of Common Shares), to share ratably in our remaining net assets.

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Derivative Actions

No person, other than a Trustee, who is not a shareholder shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Fund.

In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Statute, a shareholder may bring a derivative action on our behalf only if the following conditions are met: (i) the shareholder or shareholders must make a pre-suit demand upon the Board of Trustees to bring the subject action unless an effort to cause the Board of Trustees to bring such an action is not likely to succeed; and a demand on the Board of Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, is composed of Board of Trustees who are not “independent Trustees” (as that term is defined in the Delaware Statutory Trust Statute); and (ii) unless a demand is not required under clause (i) above, the Board of Trustees must be afforded a reasonable amount of time to consider such shareholder request and to investigate the basis of such claim; and the Board of Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and, except for claims arising under federal or state securities laws, may require an undertaking by the shareholders making such request to reimburse us for the expense of any such advisors in the event that the Board of Trustees determine not to bring such action. Clause (i), above, does not apply to claims arising under federal or state securities laws. For purposes of this paragraph, the Board of Trustees may designate a committee of one or more Trustees to consider a shareholder demand.

Direct Actions

In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Statute, a shareholder may only bring a direct action against us or our Trustees if the following conditions are met: (i) the shareholder or shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not “independent Trustees” (as that term is defined in the Delaware Statutory Trust Statute); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time to consider such shareholder request and to investigate the basis of such claim; and the Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request. Clause (i) of this paragraph shall not apply to claims arising under federal or state securities laws.

Exclusive Delaware Jurisdiction

Each Trustee, each officer, each shareholder and each other person legally or beneficially owning a share or an interest in a share of the Fund (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to the fullest extent permitted by law, including Section 3804(e) of the Delaware Statutory Trust Statute, (i) irrevocably agrees that any claims, suits, actions or proceedings asserting a claim governed by the internal affairs (or similar) doctrine or arising out of or relating in any way to us, the Delaware Statutory Trust Statute, the Declaration of Trust, or the bylaws or asserting a claim governed by the internal affairs (or similar) doctrine (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of the Declaration of Trust or bylaws, (B) the duties (including fiduciary duties), obligations or liabilities of the Fund to the shareholders or the Board of Trustees, or of officers or the Board of Trustees to us, to the shareholders or each other, (C) the rights or powers of, or restrictions on, us, the officers, the Board of Trustees or the shareholders, (D) any provision of the Delaware Statutory Trust Statute or other laws of the State of Delaware pertaining to trusts made applicable to us pursuant to Section 3809 of the Delaware Statutory Trust Statute, (E) any other instrument, document, agreement or certificate contemplated by any provision of the Delaware Statutory Trust Statute, the Declaration of Trust or the bylaws relating in any way to us or (F) the federal securities laws of the United States, including, without limitation, the Investment Company Act, or the securities or antifraud laws of any international, national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable rules and regulations promulgated thereunder (regardless, in each case, of whether such claims, suits, actions or proceedings (x) sound in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds or (z) are derivative or direct claims)), shall be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iii) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other court to which proceedings in such courts may be appealed, (B) such

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claim, suit, action or proceeding is brought in an inconvenient forum or (C) the venue of such claim, suit, action or proceeding is improper, (iv) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (iv) hereof shall affect or limit any right to serve process in any other manner permitted by law and (v) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding. The limitations set forth in this paragraph do not apply to claims arising under federal or state securities laws or the rules and regulations thereunder.

Determinations by Our Board of Trustees

Our Declaration of Trust contains a provision that codifies the authority of our Board of Trustees to manage our business and affairs. This provision enumerates certain matters and states that the determination as to any such enumerated matters made by or pursuant to the direction of our Board of Trustees (consistent with our Declaration of Trust) is final, conclusive, and binding upon us and our shareholders. This provision does not alter the duties our Board of Trustees owes to us or our shareholders pursuant to our Declaration of Trust and under Delaware law. Further, it would not restrict the ability of a shareholder to challenge an action by our Board of Trustees which was taken in a manner that is inconsistent with our Declaration of Trust or the Board of Trustees’ duties under Delaware law or which did not comply with the requirements of the provision.

Construction and Governing Law

Our Declaration of Trust provides that the Declaration of Trust and the bylaws, and the rights and obligations of the Trustees and common shareholders, shall be governed by and construed and enforced in accordance with the Delaware Statutory Trust Act and the laws of the State of Delaware. Under the terms of our Declaration of Trust, to the fullest extent permitted by law, our common shareholders and the Board of Trustees will be deemed to have waived any non-mandatory rights of beneficial owners or trustees under the Delaware Statutory Trust Act or general trust law, and we, our common shareholders, and the Trustees (including the Delaware Trustee) shall not be subject to any applicable provisions of law pertaining to trusts that, in a manner inconsistent with the express terms of our Declaration of Trust or Bylaws, relate to or regulate (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust,(iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding or investing trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities and powers of Trustees as set forth or referenced in our Declaration of Trust.

Restrictions on Roll-Up Transactions

In connection with a proposed “roll-up transaction,” which, in general terms, is any transaction involving the acquisition, merger, conversion or consolidation, directly or indirectly, of us and the issuance of securities of an entity that would be created or would survive after the successful completion of the roll-up transaction, we will obtain an appraisal of all of our properties from an independent expert. In order to qualify as an independent expert for this purpose, the person or entity must have no material current or prior business or personal relationship with us and must be engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by us, who is qualified to perform such work. In connection with a roll-up transaction, our assets will be appraised on a consistent basis, and the appraisal will be based on the evaluation of all relevant information and will indicate the value of our assets as of a date immediately prior to the announcement of the proposed roll-up transaction. The appraisal will assume an orderly liquidation of our assets over a 12-month period. The terms of the engagement of such independent expert will clearly state that the engagement is for our benefit and the benefit of our common shareholders. We will include a summary of the appraisal, indicating all material assumptions underlying the appraisal, in a report to the shareholders in connection with the proposed roll-up transaction. If the appraisal or a fairness opinion with respect to the appraisal will be included in a prospectus used to offer the securities of the roll-up entity, the appraisal and such fairness opinion will be filed with the SEC and the states as an exhibit to the registration statement for the offering.

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In connection with a proposed roll-up transaction, the person sponsoring the roll-up transaction must offer to the shareholders who vote against the proposal a choice of:

●

accepting the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction offered in the proposed roll-up transaction; or one of the following:

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remaining as shareholders and preserving their interests in us on the same terms and conditions as existed previously; or

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receiving cash in an amount equal to their pro rata share of the appraised value of our net assets.

We are prohibited from participating in any proposed roll-up transaction:

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which would result in shareholders having voting rights in the entity that would be created or would survive after the successful completion of the roll-up transaction that are less than those provided in our Declaration of Trust, including rights with respect to the election and removal of trustees, annual and special meetings, amendments to our Declaration of Trust and our dissolution;

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which includes provisions that would operate as a material impediment to, or frustration of, the accumulation of Common Shares by any purchaser of the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction, except to the minimum extent necessary to preserve the tax status of such entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the entity that would be created or would survive after the successful completion of the roll-up transaction on the basis of the number of shares held by that investor;

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in which shareholders’ rights to access to records of the entity that would be created or would survive after the successful completion of the roll-up transaction will be less than those provided in our Declaration of Trust; or

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in which we would bear any of the costs of the roll-up transaction if the shareholders reject the roll-up transaction; or unless the organizational documents of the entity that would survive the roll-up transaction provide that neither its adviser nor its dealer-manager may vote or consent on matters submitted to its shareholders regarding the removal of its adviser or any transaction between it and its adviser or any of its affiliates.

Access to Records

Any common shareholder is and will be permitted access to all of our records to which they are entitled under applicable law at all reasonable times and may inspect and copy any of them for a reasonable copying charge. Inspection of our records by the office or agency administering the securities laws of a jurisdiction will be provided upon reasonable notice and during normal business hours. An alphabetical list of the names, addresses and telephone numbers of our common shareholders, along with the number of Common Shares held by each of them, is maintained as part of our books and records and will be available for inspection by any common shareholder or the shareholder’s designated agent at our office. The shareholder list is updated at least quarterly to reflect changes in the information contained therein. A copy of the list will be mailed to any common shareholder who requests the list within ten days of our receipt of the request. A shareholder may request a copy of the shareholder list for any proper and legitimate purpose, including, without limitation, in connection with matters relating to voting rights and the exercise of shareholder rights under federal proxy laws. A shareholder requesting a list will be required to pay reasonable costs of postage and duplication.

A shareholder may also request access to any other corporate records. If a proper request for the shareholder list or any other corporate records is not honored, then the requesting shareholder will be entitled to recover certain costs incurred in compelling the production of the list or other requested corporate records as well as actual damages suffered by reason of the refusal or failure to produce the list. However, a shareholder will not have the right to, and we may require a requesting shareholder to represent that it will not, secure the shareholder list or other information for the purpose of selling or using the list for a commercial purpose not related to the requesting shareholder’s interest in our affairs. We may also require that such shareholder sign a confidentiality agreement in connection with the request.

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Reports to Shareholders

Within 60 days after each fiscal quarter, we will distribute or make available by any reasonable means our quarterly report on Form 10-Q to all shareholders of record. In addition, we will distribute or make available by any reasonable means our annual report on Form 10-K to all shareholders within 120 days after the end of each calendar year, which must contain, among other things, a breakdown of the expenses reimbursed by us to our investment adviser. These reports will also be available on our website at https://www.areswms.com/solutions/asif/ and on the SEC’s website at www.sec.gov. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

Subject to availability, you may authorize us to provide prospectuses, prospectus supplements, annual reports and other information, or documents, electronically by so indicating on your subscription agreement, or by sending us instructions in writing in a form acceptable to us to receive such documents electronically. Unless you elect in writing to receive documents electronically, all documents will be provided in paper form by mail. You must have internet access to use electronic delivery. While we impose no additional charge for this service, there may be potential costs associated with electronic delivery, such as on-line charges. Documents will be available on our website. You may access and print all documents provided through this service. As documents become available, we will notify you of this by sending you an e-mail message that will include instructions on how to retrieve the document. If our e-mail notification is returned to us as “undeliverable,” we will contact you to obtain your updated e-mail address. If we are unable to obtain a valid e-mail address for you, we will resume sending a paper copy by regular U.S. mail to your address of record. You may revoke your consent for electronic delivery at any time and we will resume sending you a paper copy of all required documents. However, in order for us to be properly notified, your revocation must be given to us a reasonable time before electronic delivery has commenced. We will provide you with paper copies at any time upon request. Such request will not constitute revocation of your consent to receive required documents electronically.

Conflict with the Investment Company Act

Our Declaration of Trust provides that, if and to the extent that any provision of Delaware law, or any provision of our Declaration of Trust conflicts with any provision of the Investment Company Act, the applicable provision of the Investment Company Act will control.

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DETERMINATION OF NET ASSET VALUE

The NAV per share for each class of our outstanding Common Shares is determined monthly by dividing the value of the total assets attributable to the class minus the liabilities attributable to the class by the total number of Common Shares outstanding of the class at the date as of which the determination is made. In calculating the value of our total assets, we take the following approach.

Investments

We value our investments in accordance with Section 2(a)(41) of the Investment Company Act and Rule 2a-5 thereunder, which sets forth requirements for determining fair value in good faith. Pursuant to Rule 2a-5 under the Investment Company Act, our Board of Trustees has designated our investment adviser as its “valuation designee” to perform fair value determinations for investments held by us without readily available market quotations, subject to the oversight by our Board of Trustees. Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Valuation Designee looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity investments that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Valuation Designee, subject to the Board’s oversight, based on, among other things, the input of the IVPs that have been engaged to support the valuation of such portfolio investments monthly, beginning the third quarter after origination (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process.

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Valuation Designee looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Valuation Designee, subject to the oversight of the Board of Trustees, based on, among other things, the input of the IVPs that have been engaged to support the valuation of such portfolio investments monthly, beginning the third quarter after origination (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process. In addition, the Fund’s independent registered public accounting firm obtains an understanding of, and performs select procedures relating to, the Fund’s investment valuation process within the context of performing the Fund’s financial statement audit.

Investments in our portfolio that do not have a readily available market are valued at fair value as determined in good faith by the Valuation Designee, as described herein. As part of the valuation process for investments that do not have readily available market prices, the Valuation Designee may take into account the following types of factors, if relevant, in determining the fair value of the Fund’s investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets, which may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Valuation Designee considers the pricing indicated by the external event to corroborate the valuation.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of the Fund’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Fund may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Fund was required to liquidate a portfolio investment in a forced or liquidation sale, the Fund could realize significantly less than the value at which the Fund has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or

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losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. All investments are recorded at their fair value.

When the Valuation Designee determines the Fund’s NAV as of the last day of a month that is not also the last day of a calendar quarter, the investment adviser intends to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, the Valuation Designee will generally value such assets at the most recent quarterly valuation unless the Valuation Designee determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Valuation Designee determines such a change has occurred with respect to one or more investments, the Valuation Designee will determine whether to update the value for each relevant investment.

Fair Value of Financial Instruments

We also follow ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Fund to assume that the portfolio investment is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, the Fund has considered its principal market as the market in which the Fund exits its portfolio investments with the greatest volume and level of activity. ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

In addition to using the above inputs in investment valuations, the Fund’s Valuation Designee continues to employ the net asset valuation policy and procedures that have been reviewed by our Board of Trustees in connection with their designation of our investment adviser as our valuation designee and are consistent with the provisions of Rule 2a-5 under the Investment Company Act and ASC 820-10. Consistent with its valuation policy and procedures, the Valuation Designee evaluates the source of inputs, including any markets in which the Fund’s investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. Because there may not be a readily available market value for some of the investments in the Fund’s portfolio, the fair value of a portion of the investments may be determined using unobservable inputs.

The assets and liabilities classified as Level 1 or Level 2 are typically valued based on quoted market prices, forward foreign exchange rates, dealer quotations or alternative pricing sources supported by observable inputs. The Fund’s investment adviser will obtain prices from independent pricing services which generally utilize broker quotes and may use various other pricing techniques

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which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. The Fund’s investment adviser is responsible for all inputs and assumptions related to the pricing of securities. The Fund’s investment adviser has internal controls in place that support its reliance on information received from third-party pricing sources. As part of its internal controls, the Fund’s investment adviser obtains, reviews, and tests information to corroborate prices received from third-party pricing sources. For any security, if market or dealer quotations are not readily available, or if the Fund’s investment adviser determines that a quotation of a security does not represent a fair value, then the security is valued at a fair value as determined in good faith by the Fund’s investment adviser and will be classified as Level 3. In such instances, the Fund’s investment adviser will use valuation techniques consistent with the market or income approach to measure fair value and will give consideration to all factors which might reasonably affect the fair value.

The portfolio investments classified as Level 3 are typically valued using two different valuation techniques. The first valuation technique is an analysis of the enterprise value (“EV”) of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The primary method for determining EV uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA (generally defined as net income before net interest expense, income tax expense, depreciation and amortization). EBITDA multiples are typically determined based upon review of market comparable transactions and publicly traded comparable companies, if any. The Valuation Designee may also employ other valuation multiples to determine EV, such as revenues or, in the case of certain portfolio companies in the power generation industry, kilowatt capacity. The second method for determining EV uses a discounted cash flow analysis whereby future expected cash flows of the portfolio company are discounted to determine a present value using estimated discount rates (typically a weighted average cost of capital based on costs of debt and equity consistent with current market conditions). The EV analysis is performed to determine the value of equity investments, the value of debt investments in portfolio companies where the Fund has control or could gain control through an option or warrant security, and to determine if there is credit impairment for debt investments. If debt investments are credit impaired, an EV analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind down analysis may be utilized to estimate EV. The second valuation technique is a yield analysis, which is typically performed for non-credit impaired debt investments in portfolio companies where the Fund does not own a controlling equity position. To determine fair value using a yield analysis, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk. In the yield analysis, the Valuation Designee considers the current contractual interest rate, the maturity and other terms of the investment relative to the risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by the Fund are substantially illiquid with no active transaction market, the Valuation Designee depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

The fair value of CLOs is estimated based on various valuation models from third-party pricing services. The provided prices are checked using internally developed models. The valuation models generally utilize discounted cash flows and take into consideration prepayment and loss assumptions, based on historical experience and projected performance, economic factors, the characteristics and condition of the underlying collateral, comparable yields for similar securities and recent trading activity. These securities are classified as Level 3. Private asset-backed securities classified as Level 3 are typically valued using two different valuation techniques. The first valuation technique is an analysis of the forecasted cash flows of the security. The forecasted cash flows take into consideration prepayment and loss assumptions, based on historical experience and projected performance, economic factors, and the characteristics and condition of the underlying collateral. For equity securities, the projected cash flows are present valued using a market discount rate to determine the fair value.

For debt securities, the analysis is used to determine if the borrower has the ability to repay its obligations. If it is determined that the borrower does have the ability to repay its obligations, the second valuation technique that is utilized is a yield analysis. To determine fair value using a yield analysis, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk. In the yield analysis, the Fund’s investment adviser considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the borrower and the specific investment. As the debt investments are substantially illiquid with no active transaction market, the Fund depends on primary market data, including newly funded transactions, as inputs in determining the appropriate market yield, as applicable.

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PLAN OF DISTRIBUTION

General

We are offering a maximum of $15,000,000,000 in Common Shares pursuant to this prospectus on a “best efforts” basis through Ares Wealth Management Solutions, LLC, our intermediary manager and a registered broker affiliated with our investment adviser. Because this is a “best efforts” offering, the intermediary manager must only use its best efforts to sell the shares, which means that no underwriter, broker or other person will be obligated to purchase any shares. The intermediary manager is headquartered at 518 17th Street, 12th Floor, Denver, CO 80202.

The shares are being offered on a “best efforts” basis, which means generally that the intermediary manager is required to use only its best efforts to sell the shares and it has no firm commitment or obligation to purchase any of the shares. The Fund intends that the Common Shares offered pursuant to this prospectus will not be listed on any national securities exchange, and neither the intermediary manager nor the participating brokers intend to act as market-makers with respect to our Common Shares. Because no public market exists nor is expected for the shares, shareholders will likely have limited ability to sell their shares until, if and when there is a liquidity event for the Fund.

We are offering to the public three classes of Common Shares: Class S shares, Class D shares and Class I shares. We are offering to sell any combination of share classes with a dollar value up to the maximum offering amount. All investors must meet the suitability standards discussed in the section of this prospectus entitled “Suitability Standards.” The share classes have different ongoing shareholder servicing and/or distribution fees.

Class S shares are available through brokerage and transactional-based accounts. Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/brokerage platforms at participating broker-dealers, (4) through investment advisers registered under the Investment Advisers Act of 1940 or applicable state law that are also registered with or as a broker-dealer, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) other categories of investors that we name in an amendment or supplement to this prospectus. Class I shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I shares, (2) by institutional accounts as defined by FINRA Rule 4512(c), (3) through bank-sponsored collective trusts and bank-sponsored common trusts, (4) by retirement plans (including a trustee or custodian under any deferred compensation or pension or profit sharing plan or payroll deduction IRA established for the benefit of the employees of any company), foundations or endowments, (5) through certain financial intermediaries that are not otherwise registered with or as a broker-dealer and that direct clients to trade with a broker-dealer that offers Class I shares, (6) through investment advisers registered under the Investment Advisers Act of 1940 or applicable state law that are also registered with or as a broker-dealer, whose broker-dealer does not receive any compensation from the Fund or from the intermediary manager, (7) by the Fund’s officers and Trustees and their immediate family members, as well as officers and employees of Ares and their immediate family members, (8) through transaction or brokerage platforms at participating broker-dealers and their affiliates, including by such broker-dealers’ officers, directors, employees and registered representatives, as well as the immediate family members of such persons, as defined by FINRA Rule 5130, (9) through bank trust departments or any other organization or person authorized to act as a fiduciary for its clients or customers, and (10) by any other categories of purchasers that we name in an amendment or supplement to this prospectus. In certain cases, where a holder of Class S shares or Class D shares exits a relationship with a participating broker for this offering and does not enter into a new relationship with a participating broker for this offering, such holder’s shares may be exchanged into an equivalent NAV amount of Class I shares. We may also offer Class I shares to certain feeder vehicles primarily created to hold our Class I shares, which in turn offer interests in themselves to investors; we expect to conduct such offerings pursuant to exceptions to registration under the Securities Act and not as a part of this offering. Such feeder vehicles may have additional costs and expenses, which would be disclosed in connection with the offering of their interests. We may also offer Class I shares to other investment vehicles. The minimum initial investment in this offering for Class I shares is $1,000,000, unless waived by the intermediary manager. If you are eligible to purchase all three classes of shares, then in most cases you should purchase Class I shares because participating brokers will not charge brokerage commissions on Class I shares and Class I shares have no shareholder servicing or distribution fee, which will reduce the NAV or distributions of the other share classes. However, Class I shares will not receive shareholder services. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of Common Shares you may be eligible to purchase. Neither the intermediary manager nor its affiliates will directly or indirectly compensate any person engaged as an investment advisor or bank

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trust department by a potential investor as an inducement for such investment advisor or bank trust department to advise favorably for an investment in us.

The number of shares we have registered pursuant to the registration statement of which this prospectus forms a part is the number that we reasonably expect to be offered and sold within two years from the initial effective date of the registration statement. Under applicable SEC rules, we may extend this offering one additional year if all of the shares we have registered are not yet sold within two years. With the filing of a registration statement for a subsequent offering, we may also be able to extend this offering beyond three years until the follow-on registration statement is declared effective. Pursuant to this prospectus, we are offering to the public all of the shares that we have registered. Although we have registered a fixed dollar amount of our Common Shares, we intend effectively to conduct a continuous offering of an unlimited number of Common Shares over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415. In such a circumstance, we may also choose to enlarge the continuous offering by including on such new registration statement a further amount of securities, in addition to any unsold securities covered by the earlier registration statement.

This offering must be registered in every state in which we offer or sell shares. Generally, such registrations are for a period of one year. Thus, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. We reserve the right to terminate this offering at any time and to extend our offering term to the extent permissible under applicable law.

Purchase Price

Shares are sold at the then-current NAV per share, as described in “Determination of Net Asset Value.” Each class of shares may have a different NAV per share because shareholder servicing and/or distribution fees differ with respect to each class.

Underwriting Compensation

We entered into an Intermediary Manager Agreement with the intermediary manager, pursuant to which the intermediary manager agreed to, among other things, manage our relationships with third-party brokers engaged by the intermediary manager to participate in the distribution of Common Shares, which we refer to as “participating brokers,” and financial advisors. The intermediary manager also coordinates our marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of the offering, our investment strategies, material aspects of our operations and subscription procedures. We will not pay referral or similar fees to any accountants, attorneys or other persons in connection with the distribution of our Common Shares.

Upfront Sales Loads

Class S shares, Class D shares and Class I shares. We do not charge investors an upfront sales load with respect to Class S shares, Class D shares or Class I shares. However, if you buy Class S shares, Class D shares or Class I shares through certain selling agents, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares and a 2.0% cap on NAV for Class I shares.

Shareholder Servicing and/or Distribution Fees — Class S shares, Class D shares and Class I shares

Pursuant to Rule 12b-1 under the Investment Company Act, we adopted a shareholder servicing and distribution plan pursuant to which Class S shares and Class D shares are subject to shareholder servicing and/or distribution fees. The following table shows the shareholder servicing and/or distribution fees we and, ultimately, certain classes of our common shareholders, pay the intermediary

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manager with respect to the Class S shares and Class D shares on an annualized basis as a percentage of our NAV for such class. No shareholder servicing and/or distribution fees are paid with respect to the Class I shares.


	Annual Shareholder Servicing and/or Distribution Fee as a % of NAV
Class S shares	0.85	%
Class D shares	0.25	%
Class I shares	—	%

Subject to FINRA and other limitations on underwriting compensation described in “— Limitations on Underwriting Compensation” below, we and, ultimately, certain classes of our common shareholders, will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV for the Class S shares and a shareholder and a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly. No shareholder servicing and/or distribution fee will be paid with respect to the Class I shares.

The shareholder servicing and/or distribution fees are paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month, subject to FINRA and other limitations on underwriting compensation. The intermediary manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, such shareholder servicing and/or distribution fees reduce the NAV with respect to all shares of each such class, including shares issued under our distribution reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S shares or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase. Because the shareholder servicing and/or distribution fees are paid out of the Fund’s other assets on an ongoing basis, over time these fees will increase the cost of a shareholder’s investment and may cost the shareholder more than paying other types of sales charges.

Our investment adviser, or its affiliates, may pay additional compensation out of its own resources (i.e., not Fund assets) to certain selling agents or financial intermediaries in connection with the sale of our Common Shares. The additional compensation may differ among brokers or dealers in amount or in the amount of calculation. Payments of additional compensation may be fixed dollar amounts or, based on the aggregate value of outstanding Common Shares held by our common shareholders introduced by the broker or dealer, or determined in some other manner. The receipt of the additional compensation by a selling broker or dealer may create potential conflicts of interest between an investor and its broker or dealer who is recommending us over other potential investments.

Other Compensation

We or our investment adviser may also pay directly, or reimburse the intermediary manager if the intermediary manager pays on our behalf, any organization and offering expenses (other than any upfront selling commissions and shareholder servicing and/or distribution fees).

Limitations on Underwriting Compensation

We will cease paying the shareholder servicing and/or distribution fees on the Class S shares and Class D shares on the earlier to occur of the following (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering including selling commissions, the shareholder servicing and/or distribution fees and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering.

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In addition, consistent with the exemptive relief allowing us to offer multiple classes of shares, at the end of the month in which the intermediary manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to shares held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the intermediary manager or the applicable selling agent), we will cease paying the shareholder servicing and/or distribution fees on either (i) each such share that would exceed such limit or (ii) all Class S shares and Class D shares in such common shareholder’s account. We may modify this requirement if permitted by applicable exemptive relief. At the end of such month, the applicable Class S shares or Class D shares in such common shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S shares or Class D shares.

This offering is being made in compliance with FINRA Rule 2310. Under the rules of FINRA, all items of underwriting compensation, including any upfront selling commissions, intermediary manager fees, reimbursement fees for bona fide due diligence expenses, training and education expenses, non-transaction based compensation paid to registered persons associated with the intermediary manager in connection with the wholesaling of our offering and all other forms of underwriting compensation, will not exceed 10% of the gross offering proceeds (excluding shares purchased through our distribution reinvestment plan).

Term of the Intermediary Manager Agreement

Either party may terminate the Intermediary Manager Agreement upon 60 days’ written notice to the other party or immediately upon notice to the other party in the event such other party failed to comply with a material provision of the Intermediary Manager Agreement. Our obligations under the Intermediary Manager Agreement to pay the shareholder servicing and/or distribution fees with respect to the Class S shares and Class D shares distributed in this offering as described therein shall survive termination of the agreement until such shares are no longer outstanding (including such shares that have been converted into Class I shares, as described above).

Indemnification of Participating Brokers and the Intermediary Manager

To the extent permitted by Delaware law, Sections 17(h) and 17(i) of the Investment Company Act and Article VII of our Declaration of Trust, we will indemnify the participating brokers and the intermediary manager against some civil liabilities. Pursuant to the Intermediary Manager Agreement, the Fund will indemnify participating brokers and the intermediary manager against certain liabilities under the Securities Act and liabilities arising from an untrue statement of material fact contained in, or omission to state a material fact in, this prospectus or the registration statement of which this prospectus is a part, blue sky applications or approved sales literature. Participating brokers and the intermediary manager will not be indemnified for any liability to which they would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under the Intermediary Manager Agreement.

Supplemental Sales Material

In addition to this prospectus, we will use sales material in connection with the offering of shares, although only when accompanied by or preceded by the delivery of this prospectus. Some or all of the sales material may not be available in certain jurisdictions. This sales material may include information relating to this offering, the past performance of our investment adviser and its affiliates, property brochures and articles and publications concerning real estate. In addition, the sales material may contain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material.

We are offering shares only by means of this prospectus. Although the information contained in the sales material will not conflict with any of the information contained in this prospectus, the sales material does not purport to be complete and should not be considered as a part of this prospectus or the registration statement of which this prospectus is a part, or as incorporated by reference in this prospectus or the registration statement, or as forming the basis of the offering of our Common Shares.

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Share Distribution Channels and Special Discounts

We expect our intermediary manager to use multiple distribution channels to sell our Common Shares. These channels may charge different brokerage fees for purchases of our Common Shares. Our intermediary manager is expected to engage participating brokers in connection with the sale of the shares of this offering in accordance with participating broker agreements.

Notice to Prospective Investors in Canada

This offering is being made in the applicable Canadian jurisdictions solely by this prospectus and any decision to purchase the Common Shares should be based solely on information contained in this prospectus. This prospectus is not, and under no circumstances is it to be construed as a prospectus, advertisement or public offering of the Common Shares in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this prospectus or the merits of the Common Shares, and any representation to the contrary is an offence. The Common Shares offered hereunder will be issued pursuant to this prospectus and Canadian subscription documents under exemptions from the prospectus requirements of the applicable securities laws of the applicable Canadian jurisdictions and will be subject to certain resale restrictions.

Notice to Prospective Investors in the Cayman Islands

This is not an offer to the public in the Cayman Islands to subscribe for interests, and applications originating from the Cayman Islands will only be accepted from Cayman Islands exempted companies, trusts registered as exempted in the Cayman Islands, Cayman Islands exempted limited partnerships, or companies incorporated in other jurisdictions and registered as foreign corporations in the Cayman Islands or limited partnerships formed in other jurisdictions and registered as foreign limited partnerships in the Cayman Islands.

Notice to Prospective Investors in Belgium

This offering is to be exclusively conducted under applicable private placement exceptions and therefore has not been and will not be notified to, and any other offering material relating to the offering has not been, and will not be approved by the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des services et marchés financiers) pursuant to the Belgian laws and regulations applicable to the public offering of securities. Accordingly, this prospectus and any other documents or materials related to the offer or sale, or invitation for subscription or purchase, of Common Shares in the Fund, may not be advertised, offered or distributed in any other way, directly or indirectly, to (i) any person located and/or resident in Belgium other than a professional client within the meaning of the Royal Decree of 19 December 2017 laying down detailed rules on the implementation of the directive on markets in financial instruments or (ii) any person qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of economic law for the purposes of Book VI of the Belgian Code of economic law unless this is in compliance with the relevant provisions of such code and the implementing regulation.

Notice to Prospective Investors in the European Economic Area Member States

Following implementation of the Directive 2011/61/EU on Alternative Investment Fund Managers and other associated legislation, rules and guidance (“AIFMD”), the offering or placement of Common Shares to or with investors domiciled or with a registered office in an European Economic Area (“EEA”) member state may be restricted or prohibited under national law in that EEA member state, or may be permitted only if the investment adviser complies with certain procedural and substantive obligations. The inclusion of an offering legend in respect of any EEA member state does not imply that an offering or placement of Common Shares has been or will be made to or with investors domiciled or with a registered office in that EEA member state; any such offering or placement will be made only where: (i) this is permitted under national law; and (ii) the investment adviser elects to comply with all relevant procedural and substantive obligations relating to the offering or placement of Common Shares.

The AIFMD does not restrict an EEA-based investor from investing in the Fund on its own initiative. This prospectus may be provided to an investor who is domiciled or has a registered office in an EEA jurisdiction in response to an own-initiative request, even where the Common Shares are not otherwise being offered or placed to or with investors based in that EEA member state at the initiative or on behalf of the investment adviser.

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Common Shares in the Fund are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail client within the meaning of the Second Markets in Financial Instruments Directive (2014/65/EU), and therefore no Key Information Document (KID) is required to be provided to investors in accordance with Packaged Retail and Insurance-based Investment Products Regulation (No 1286/2014) and the Commission Delegated Regulation (EU) 2017/653.

Notice to Prospective Investors in Finland

In Finland, this prospectus may be provided solely to, and Common Shares may be marketed only to Finnish professional investors (as defined in Directive 2014/65/EU and in the Finnish Act on Alternative Investment Fund Managers (laki vaihtoehtorahastojen hoitajista, 7.3.2014/162, as amended, “AIFML”)). Marketing of the Common Shares to Finnish professional investors has been notified to the Finnish Financial Supervisory Authority (“FIN-FSA”) in accordance with Chapter 20, Section 3 of the AIFML and the FIN-FSA has subsequently approved the commencement of such marketing.

Neither the Fund nor the investment adviser is authorized or registered in Finland in accordance with the AIFML. The Fund is not a UCITS fund and therefore its marketing is not subject to the provisions of the Finnish Act on Mutual Funds (sijoitusrahastolaki, 22.2.2019/213, as amended, the “MFA”), and accordingly, prospective investors should acknowledge that this prospectus is not a fund prospectus as meant in the MFA. Furthermore, even if Common Shares were to be construed as “securities” as defined in the Finnish Securities Markets Act (arvopaperimarkkinalaki, 14.12.2012/746, as amended, the “SMA”), based on the exemptions set forth in the SMA, the offering of Common Shares would be exempted from the prospectus requirements of the SMA (based on the marketing being restricted to a limited number of professional clients). Accordingly, prospective investors must acknowledge that this prospectus is not a “prospectus” within the meaning set forth in the SMA.

Prospective investors should also note that neither the Fund nor the investment adviser are investment firms (sijoituspalveluyritys) within the meaning of the Finnish Investment Services Act (sijoituspalvelulaki, 14.12.2012/747, as amended) and are not subject to the supervision of the FIN-FSA. Any prospective investors should acknowledge that they will not be treated as clients of placement agents (if any) engaged by the Fund or the investment adviser in connection with the placement of Common Shares and such placement agents may not be under any duty to safeguard the interests of prospective investors. Furthermore, the Fund is not a property fund as meant in the Finnish Act on Property Funds (kiinteistörahastolaki, 19.12.1997/1173, as amended). This prospectus has been prepared for private information purposes only and it may not be used for, and shall not be deemed, a public offering of Common Shares in Finland. In relation to its use in Finland, this prospectus is strictly for private use by its holder and may not be passed on to third parties or otherwise distributed publicly. This prospectus or any accompanying supplement has not been approved by the FIN-FSA.

Notice to Prospective Investors in Hong Kong

The contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Hong Kong residents should be aware that the Fund has not been authorised by the Securities and Futures Commission in Hong Kong (“SFC”) and the contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. Accordingly, Common Shares may not be offered or sold in Hong Kong by means of this prospectus or any other document other than to “professional investors” as defined in the Hong Kong Securities and Futures Ordinance (“SFO”) and rules made thereunder or in other circumstances which do not constitute an offer to the public for the purposes of the SFO or any other applicable legislation in Hong Kong. In relation to its use in Hong Kong, this prospectus is distributed on a confidential basis and may not be reproduced in any form or transmitted to any person other than the person to whom this prospectus has been sent. No Common Shares will be issued to any person other than the person to whom this prospectus has been sent. This prospectus may not be reproduced in any form or transmitted to any person other than the person to whom it is addressed. The Fund is a “complex product” for the purposes of the Code of Conduct for Persons Licensed by or Registered with the SFC. An investment in the Fund is not guaranteed or principal protected. Past performance is not indicative of future performance.

Notice to Prospective Investors in Iceland

This prospectus and the information contained herein does not constitute and is not intended to constitute an offer of securities in Iceland and accordingly should not be construed as such. This prospectus has been issued to the recipient, for personal use only.

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Accordingly, this prospectus may not be used by the recipient for any other purpose nor forwarded to any other person in Iceland (other than employees, agents or consultants in connection with the addressee’s consideration thereof). The Common Shares described in this prospectus may only be offered and sold (as well as resold) in Iceland in accordance with Article 64 of the Icelandic Act No. 45/2020 on Managers of Alternative Investment Funds (the “Icelandic Act”) to a person that is a Professional Investor as defined in Item no. 13 of Subparagraph 1 of Article 4 of the Icelandic MiFID II Act No. 115/2021. Also, any subsequent release, transfer or resale of the Common Shares in Iceland will need to comply with the applicable provisions of the Icelandic Act. Prospective Icelandic investors should consult with their own tax advisors as to the tax consequences of an investment in the Fund.

Notice to Prospective Investors in Ireland

The Common Shares referred to in this prospectus are being marketed to professional investors in Ireland, as defined in the European Union (Alternative Investment Fund Managers) Regulations 2013 (the “Irish AIFMD Regulations”) (each a “Professional Investor”). In no circumstance shall any Common Shares be marketed to any person in Ireland other than a Professional Investor. In particular, no Common Shares are being marketed to retail investors in Ireland, as defined in the Irish AIFMD Regulations. None of (i) the Common Shares, or (ii) any investment therein has been authorised by the Central Bank of Ireland.

In relation to its use in Ireland, this prospectus and the information contained herein are private and confidential and are for the use solely of the person to whom this prospectus is addressed (whose name is endorsed on the front page hereof). If a prospective Irish investor is not interested in making an investment in the Fund, this prospectus should be promptly returned. This prospectus does not, and shall not be deemed to, constitute an invitation to the public in Ireland to purchase Common Shares.

No person receiving a copy of this Prospectus may treat it as constituting an invitation to it to purchase Common Shares or a solicitation to anyone other than the addressee. No Irish investor shall knowingly sell any Common Shares to any other Irish investor.

By your acceptance and use of this prospectus you (a) accept and agree to the foregoing; (b) represent that you are qualified to receive this prospectus; and (c) agree not to copy or circulate this prospectus or any information in them to any other person without the express consent of the Fund.

The offer for sale of Common Shares shall not be made by any person in Ireland otherwise than in conformity with the provisions of the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) and/or the Investment Intermediaries Act 1995 (as amended) and in accordance with any codes, guidance or requirements imposed by the Central Bank of Ireland thereunder.

No action has been taken or arrangement made with the Central Bank of Ireland (the competent authority in Ireland for the purpose of EU Prospectus Regulation (EU) 2017/1129 repealing Directive (2003/71/EC) (the “Prospectus Regulation”)) for the use of this prospectus as an approved prospectus (as defined in the Prospectus Regulation) in Ireland. Accordingly, this prospectus may not contain all the information required where a document is prepared pursuant to the Prospectus Regulation or the laws of the Republic of Ireland or of any EU Member State or EEA Treaty Adherent State that implement the Prospectus Regulation.

Notice to Prospective Investors in Luxembourg

No public offering of Common Shares is being made to investors resident in the Grand Duchy of Luxembourg (“Luxembourg”). Common Shares are being offered only to a limited number of professional investors in Luxembourg and not by way of a general solicitation. The Commission de Surveillance du Secteur Financier of Luxembourg (“CSSF”) has not passed upon the accuracy or adequacy of this prospectus or otherwise approved or authorised the offering of Common Shares to investors resident in Luxembourg. The CSSF has however been notified of the marketing of Common Shares to professional investors resident in Luxembourg in compliance with Article 45 of the law of 12 July 2013 on alternative investment funds managers, as amended, and related CSSF guidance. Material information provided to investors, including information disclosed in the context of meetings relating to offers of securities, shall be disclosed to all investors to whom the offer is exclusively addressed.

Notice to Prospective Investors in the Netherlands

In the Netherlands, if and to the extent applicable, Common Shares will solely be offered, sold, transferred or assigned, as part of their initial distribution or at any time thereafter, to natural persons who or legal entities which are Qualified Investors (gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht (the

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“FSA”)), as amended from time to time. Common Shares may not otherwise be offered, sold, transferred or delivered, directly or indirectly, in the Netherlands.

Where an offer is made exclusively to Qualified Investors within the meaning of Section 1:1 of the FSA, the Fund and the investment adviser are not under an obligation to publish a prospectus, which has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten (AFM)) or by a competent authority of another member state of the European Economic Area in accordance with the EU Prospectus Regulation (EU) 2017/1129 repealing Directive (2003/71/EC).

Notice to Prospective Investors in Norway

The offering of Common Shares in Norway is subject to the offering rules of the Norwegian Alternative Investment Fund Managers Act of 20 June 2014 No. 28 (the “AIFM Act”), implementing the Alternative Investment Fund Managers Directive (AIFMD). The Fund has received the necessary authorisation for marketing to professional investors (as defined in the AIFM Act) in Norway, but is not under supervision by the Financial Supervisory Authority of Norway (Finanstilsynet). Each investor should carefully consider individual tax issues before investing in the Fund. The offer to participate in the subscription contained in this prospectus is only and exclusively directed to the addressees of this offer. The Common Shares will not be offered outside of the exemptions of the prospectus requirements laid down in the Securities Trading Act of 29 June 2007 No. 75, implementing the EU Prospectus Regulation (EU) 2017/1129. Consequently, this prospectus has not been approved by or registered with the Oslo Stock Exchange, the Financial Supervisory Authority of Norway (Finanstilsynet) or the Norwegian Company Registry. This prospectus must not be copied or otherwise distributed by the recipient.

Notice to Prospective Investors in Sweden

This prospectus has not been, nor will it be, registered with or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). Accordingly, this prospectus may not be made available, nor may Common Shares offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument).

Swedish investors will be offered to invest in Fund only and other fund vehicles will not be made available to Swedish investors. The investment adviser has obtained, or will as and when applicable obtain, an authorisation from Finansinspektionen to market the Fund in Sweden in compliance with the Act (2013:561) on Managers of Alternative Investment Funds (Sw. lag (2013:561) om förvaltare av alternativa investeringsfonder) (the “Act”). This prospectus will not be made available, nor will Common Shares offered hereunder be marketed and offered for sale, in Sweden to investors not qualifying as professional investors under the Act.

Notice to Prospective Investors in Switzerland

This document and its contents are considered “advertising” for the purposes of the Swiss Federal Act on Financial Services of 15 June 2018, as amended (the “FinSA”).

The documentation of the Fund has not been approved by the Swiss Financial Market Supervisory Authority (“FINMA”) for the offer to non-qualified investors. The Fund can only be offered to institutional and professional investors within the meaning of art. 4 para. 3 and 4 and art. 4 para. 5 and art. 5 para. 1 of the FinSA. An investment in the Fund is therefore only available to, and any advertising is only directed at, institutional and per se professional investors (excluding / including opting-out retail investors) according to FinSA. Therefore, investors do not benefit from protection under the Collective Investment Schemes Act dated June 23, 2006 as amended (the “CISA”) or from supervision by FINMA and an investment in the Fund may carry higher levels of risks. This prospectus may only be used by those persons to whom it has been delivered in connection with the Common Shares and may neither be copied, directly/indirectly distributed, nor made available to other persons. This prospectus does not constitute investment advice.

This prospectus and any offering materials relating to the Fund may only be provided to, and Common Shares offered or sold to: (i) qualified investors, as defined in art. 10 para. 3 CISA (“Qualified Investors”) who are institutional clients (art. 4 para. 3 lit. a-d or art. 4 para. 4 of the FinSA) or professional clients (art. 4 para. 3 lit. e-i, art. 4 para. 5 and art 5 para. 1 of the FinSA); (ii) such other investors requesting the materials at their own initiative and unsolicited by the Fund, the investment adviser or any affiliate thereof, pursuant to Art. 3 para. 6 let. a of the Financial Services Ordinance.

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The Fund, the investment adviser and/or its affiliates and people acting on its behalf when offering Common Shares or carrying on activities aimed at the acquisition or disposal of Common Shares in Switzerland may receive compensation for doing so. Persons in receipt of this prospectus and any offering materials relating to the Fund agree to relinquish any right to such compensation. The amount of such compensation will be determined in accordance with the constitutional documents of the Fund. The actual amounts shall be disclosed to investors in the Fund in accordance with such constitutional documents.

The offer of interests in collective investment schemes to Qualified Investors falling within art. 5 para. 1 of the FinSA may be subject to the appointment of a representative and a paying agent in Switzerland. There are reasonable grounds to believe that the Fund would be characterized as a foreign collective investment scheme under Swiss law. As such, where Common Shares are to be offered to Qualified Investors falling within art. 5 para. 1 of the FinSA, the representative and a paying agent in Switzerland identified below have been appointed and disclosures below are made.


Swiss representative:	Mont-Fort Funds AG 63 Chemin Plan-Pra, 1936 Verbier, Switzerland
Swiss paying agent:	Banque Cantonale de Genève 17, quai de l’Ile, 1204 Geneva, Switzerland Payment for subscription and/or repurchase of Common Shares may be made through the paying agent. A handling commission of 10 basis points (minimum CHF 12.00 and a maximum of CHF 200) based on the counter value of any payment is currently charged by the paying agent and would be charged in addition to the subscription or repurchase amount paid or received. If a subscription or repurchase is made through the paying agent, instructions and money must be received by the paying agent at least 24 hours before the appropriate dealing cut-off time. The amount of handling commission to be paid and the dealing cut-off time may change over time. The Fund or the investment adviser should therefore be contacted for more information on how payment for the subscription and/or repurchase of Common Shares may be processed through the paying agent and how resulting handling commissions may be settled.
Retrocessions:	The Fund, the investment adviser and/or its affiliates may pay retrocessions to third parties as remuneration for distribution activity and / or investor liaison activity in respect of Common Shares in or from Switzerland. This remuneration may be deemed payment for services such as the introduction of potential investors and ongoing intermediation between the Fund, the investment adviser and such potential investors. Retrocessions are not deemed to be rebates, even if they are ultimately passed on, in full or in part, to investors. Recipients of such retrocessions must ensure transparent disclosure and inform investors, unsolicited and free of charge, about the amount of remuneration they may receive for distribution. On request of the investor, recipients of retrocessions must disclose the amounts they actually receive for distributing the relevant collective investment scheme to the investors concerned.
Rebates:	In respect of distribution in or from Switzerland, the investment adviser and/or its affiliates do not pay any rebates to reduce the fees or costs incurred by the investor and charged to the Fund.
Place where the relevant documents may be obtained:	This prospectus and the Second Amended and Restated Bylaws relating to the Fund as well as the annual report of the Fund (if available) may be obtained free of charge from the Swiss Representative.
Place of performance and jurisdiction:	In respect of the Common Shares distributed in or from Switzerland, the place of performance and jurisdiction is the registered office of the Swiss Representative.

Notice to Prospective Investors in the United Kingdom

Following implementation of the AIFMD, the offering or placement of Common Shares to or with investors domiciled or with a registered office in the United Kingdom (“UK”) may be restricted or prohibited under the law in the UK, or may be permitted only if the investment adviser complies with certain procedural and substantive obligations. The inclusion of this offering legend in respect of the UK does not imply that an offering or placement of Common Shares has been or will be made to or with investors domiciled or with a registered office in the UK; any such offering or placement will be made only where: (i) this is permitted under the law of the

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UK; and (ii) the investment adviser elects to comply with all relevant procedural and substantive obligations relating to the offering or placement of Common Shares.

Notwithstanding the foregoing paragraph, the AIFMD does not restrict a UK-based investor from investing in the Fund on its own initiative. This prospectus may be provided to an investor who is domiciled or has a registered office in the United Kingdom in response to an own-initiative request, even where the Common Shares are not otherwise being offered or placed to or with investors based in the UK at the initiative or on behalf of the investment adviser.

Common Shares in the Fund are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail client within the meaning of the Second Markets in Financial Instruments Directive (2014/65/EU), as implemented and retained by the UK and amended from time to time, and therefore no Key Information Document (“KID”) is required to be provided to investors in accordance with the Packaged Retail and Insurance-based Investment Products Regulation (No 1286/2014) as implemented and retained by the UK and amended from time to time, and the Commission Delegated Regulation (EU) 2017/653 as implemented and retained by the UK and amended from time to time.

In the UK, this prospectus is being distributed only to and is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”) or Article 14(5) of the Financial Services And Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as amended (the “Promotion of CIS Order”), (ii) high net worth entities falling within Article 49(2) of the Financial Promotion Order or Article 22(2) of the Promotion of CIS Order, and (iii) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons must not act on or rely on this prospectus or any of its contents. Any investment or investment activity to which this prospectus relates is available only to relevant persons. Recipients in the UK must not distribute, publish, reproduce, or disclose this prospectus, in whole or in part, to any other person.

Any person who is in any doubt about an investment in the Fund should consult an authorised person specialising in advising on participation in unregulated collective investment schemes. It is the responsibility of the prospective investors to satisfy themselves as to full compliance with the relevant laws and regulations of any territory in connection with any application to participate in the Fund, including obtaining any requisite governmental or other consent and adhering to any other formality prescribed in such territory.

Notice to Prospective Investors regarding AML and AM Lux

Ares Management currently conducts its activities through the following advisory entities: Ares Management LLC, which is authorized and regulated by the SEC, Ares Management Limited (“AML”), which is authorized and regulated by the Financial Conduct Authority (the “FCA”) and Ares Management Luxembourg S.à r.l. (“AM Lux”), which is authorized and regulated the Commission de Surveillance du Secteur Financier (“CSSF”).

AML and AM Lux each provide certain investment services to the Fund, its “client” for regulatory purposes, including under the Markets in Financial Instruments Directive (as amended) and all implementing and related legislation (“MiFID II”) (including as implemented and retained in the UK and amended from time to time).

No investor will at any stage become a “client” of AML for regulatory purposes and none of these entities acts on behalf of any investor or is responsible for providing to any investor the protections afforded to a “client” for MiFID II purposes. AML and/or AM Lux will not provide any potential investor with advice and no person has the authority to represent otherwise.

Common Shares are only being offered, to the extent promoted or distributed by AML and/or AM Lux, to investors who are “professional clients” or “eligible counterparties” for the purposes of MiFID II and are not intended for any other persons.

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HOW TO SUBSCRIBE

You may buy or request that we repurchase Common Shares through your financial advisor, a participating broker or other financial intermediary that has a selling agreement with the intermediary manager. Because an investment in our Common Shares involves many considerations, your financial advisor or other financial intermediary may help you with this decision. Due to the illiquid nature of investments in originated loans, our Common Shares are only suitable as a long-term investment. Because there is no public market for our Common Shares, shareholders may have difficulty selling their shares if we choose to repurchase only some, or even none, of the shares in a particular quarter, or if our Board of Trustees modifies, suspends or terminates share repurchase program.

Investors who meet the suitability standards described herein may purchase Common Shares. See “Suitability Standards” in this prospectus. Investors seeking to purchase Common Shares must proceed as follows:

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Read this entire prospectus and any appendices and supplements accompanying this prospectus.

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Complete the execution copy of the subscription agreement. A specimen copy of the subscription agreement, including instructions for completing it, is included in this prospectus as Appendix A. Subscription agreements may be executed manually or by electronic signature except where the use of such electronic signature has not been approved by the intermediary manager. Should you execute the subscription agreement electronically, your electronic signature, whether digital or encrypted, included in the subscription agreement is intended to authenticate the subscription agreement and to have the same force and effect as a manual signature.

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Deliver a check, submit a wire transfer, instruct your broker to make payment from your brokerage account or otherwise deliver funds for the full purchase price of the Common Shares being subscribed for along with the completed subscription agreement to the participating broker. Checks should be made payable, or wire transfers directed, to “Ares Strategic Income Fund.” Such participating broker shall promptly transmit such funds directly to the account at UMB Bank, N.A. established for the Fund. For Class S shares and Class D shares, after you have satisfied the applicable minimum purchase requirement of $2,500, additional purchases must be in increments of $500. For Class I shares, after you have satisfied the applicable minimum purchase requirement of $1,000,000, additional purchases must be in increments of $500, unless such minimums are waived by the intermediary manager. The minimum subsequent investment does not apply to purchases made under our distribution reinvestment plan.

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By executing the subscription agreement and paying the total purchase price for the Common Shares subscribed for, each investor attests that they meet the suitability standards as stated in the subscription agreement and agrees to be bound by all of its terms. Certain participating brokers may require additional documentation.

A sale of the shares to a subscriber may not be completed until at least five business days after the subscriber receives our final prospectus. Subscriptions to purchase our Common Shares may be made on an ongoing basis, but investors may only purchase our Common Shares pursuant to accepted subscription orders as of the first day of the applicable month (based on the NAV per share as determined as of the previous day, being the last calendar day of the applicable month designated by our Board of Trustees), and to be accepted, a subscription request must be made with a completed and executed subscription agreement in good order, including satisfying any additional requirements imposed by the subscriber’s broker, and payment of the full purchase price of our Common Shares being subscribed at least five business days prior to the first day of the month (unless waived by the intermediary manager). Prior to our receipt and acceptance of the subscription orders effective as of the first day of the applicable month, proceeds from sales of our Common Shares will be placed in an account at UMB Bank, N.A., under the control of our transfer agent, SS&C GIDS, Inc., until we accept or reject such subscription order. In accordance with Rule 15c2-4 under the Exchange Act, when we determine to accept or reject such subscription, such proceeds will be transmitted to us or returned to the investor promptly, as applicable. Upon our acceptance of a shareholder’s subscription, such proceeds will be transferred by our transfer agent into an account maintained by our custodian, U.S. Bank Trust Company, National Association. If a purchase order is received less than five business days prior to the first day of the month, unless waived by the intermediary manager, the purchase order will be held in an account and executed in the next month’s closing at the transaction price applicable to that month.

For example, if you wish to subscribe for Common Shares in October, your subscription request must be received in good order at least five business days before November 1. Notice of each share transaction will be furnished to shareholders (or their financial representatives) as soon as practicable but not later than seven business days after the Fund’s NAV as of October 31 is determined and

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credited to the shareholder’s account, together with information relevant for personal and tax records. While a shareholder will not know our NAV applicable on the effective date of the share purchase, we expect that our NAV applicable to a purchase of shares will be available generally within 20 business days after the effective date of the share purchase; at that time, the number of shares based on that NAV and each shareholder’s purchase will be determined and shares are credited to the shareholder’s account as of the effective date of the share purchase. In this example, if accepted, your subscription would be effective on the first calendar day of November.

If for any reason we reject the subscription, or if the subscription request is canceled before it is accepted or withdrawn, we will return the subscription agreement and SS&C GIDS, Inc., our transfer agent, will return the related funds to the prospective investor, without interest or deduction of any sales load, fees or expenses, promptly after such rejection, cancellation or withdrawal.

Common Shares purchased by a fiduciary or custodial account will be registered in the name of the fiduciary account and not in the name of the beneficiary. If you place an order to buy shares and your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees we have incurred.

You have the option of placing a transfer on death (TOD), designation on your Common Shares purchased in this offering. A TOD designation transfers the ownership of the shares to your designated beneficiary upon your death. This designation may only be made by individuals, not entities, who are the sole or joint owners with right to survivorship of the shares. If you would like to place a TOD designation on your Common Shares, you must check the TOD box on the subscription agreement and you must complete and return a TOD form, which you may obtain from your financial advisor, in order to effect the designation.

Purchase Price

If you participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that you purchase in our primary offering will be automatically invested in additional shares of the same class. The purchase price for shares issued under our distribution reinvestment plan will be equal to the most recent available NAV per share for such shares at the time the distribution is payable.

We will generally adhere to the following procedures relating to purchases of Common Shares in this continuous offering:

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On each business day, our transfer agent will collect purchase orders. Notwithstanding the submission of an initial purchase order, we can reject purchase orders for any reason, even if a prospective investor meets the minimum suitability requirements outlined in our prospectus. Investors may only purchase our Common Shares pursuant to accepted subscription orders as of the first day of the applicable month (based on the NAV per share as determined as of the previous day, being the last calendar day of the applicable month designated by our Board of Trustees), and to be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price of our Common Shares being subscribed at least five business days prior to the first day of the month. Prior to our receipt and acceptance of the subscription orders effective as of the first day of the applicable month, proceeds from sales of our Common Shares will be placed in an interest-bearing account at UMB Bank, N.A., under the control of our transfer agent, SS&C GIDS, Inc., until we accept or reject such subscription order. Any interest earned with respect to such account will be used to offset Fund expenses payable to our transfer agent, which is expected to benefit our shareholders. Upon our acceptance of a shareholder’s subscription, such proceeds will be transferred by our transfer agent into an account maintained by our custodian, U.S. Bank Trust Company, National Association. If for any reason we reject the subscription, or if the subscription request is canceled before it is accepted or withdrawn, we will return the subscription agreement and our transfer agent, will return the related funds to the prospective investor, without interest or deduction of any sales load, fees or expenses, promptly after such rejection, cancellation or withdrawal. If a purchase order is received less than five business days prior to the first day of the month, unless waived by the intermediary manager, the purchase order will be held in an interest-bearing account and executed in the next month’s closing at the transaction price applicable to that month. As a result of this process, the price per share at which your order is executed may be different than the price per share for the month in which you submitted your purchase order.

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●

Generally, within 20 business days after the first calendar day of the applicable month, we will determine our NAV per share for each share class as of the last calendar day of the immediately preceding month, which will be the purchase price for shares purchased with that effective date.

●

Completed subscription requests will not be accepted by us before two business days before the first calendar day of the applicable month.

●

Subscribers are not committed to purchase shares at the time their subscription orders are submitted and any subscription may be canceled at any time before the time it has been accepted as described in the previous sentence. You may withdraw your purchase request by notifying the transfer agent, through your financial intermediary or directly on our toll-free, automated telephone line, 888-310-9352.

●

You will receive a confirmation statement of each new transaction in your account as soon as practicable but generally not later than seven business days after the shareholder transactions are settled when the applicable NAV per share is determined. The confirmation statement will include information on how to obtain information we have filed with the SEC and made publicly available on our website, https://www.areswms.com/solutions/asif/, including supplements to the prospectus. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

Our NAV may vary significantly from one month to the next. Through our website, you will have information about the most recently available NAV per share. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

In contrast to securities traded on an exchange or over-the-counter, where the price often fluctuates as a result of, among other things, the supply and demand of securities in the trading market, our NAV will be calculated once monthly using our valuation methodology, and the price at which we sell new shares and repurchase outstanding shares will not change depending on the level of demand by investors or the volume of requests for repurchases.

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SHARE REPURCHASE PROGRAM

We do not intend to list our Common Shares on any national securities exchange. Because no public market exists nor is expected for the shares, shareholders will likely have limited ability to sell their shares absent a liquidity event. We currently do not intend to undertake a liquidity event, other than the liquidity from the share repurchase program described below, and we are not obligated by our Declaration of Trust or otherwise to effect a liquidity event at any time.

We have implemented a share repurchase program pursuant to which we intend to offer to repurchase, at the discretion of our Board of Trustees, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. Our Board of Trustees may amend, suspend or terminate the share repurchase program if it deems such action to be in our best interest and the best interest of our common shareholders. As a result, share repurchases may not be available each quarter, or at all. We conduct any such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act, with the terms of such tender offer published in a tender offer statement to be sent to all shareholders and filed with the SEC on Schedule TO. All of our common shareholders will be given at least 20 full business days to elect to participate in such share repurchases. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under our share repurchase program, to the extent we offer to repurchase our Common Shares in any particular quarter, we expect to repurchase our Common Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by our Board of Trustees, except that we deduct 2.00% from such NAV for shares that have not been outstanding for at least one year. The holding period ends on the one-year anniversary of the subscription closing date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan, and the Early Repurchase Deduction may be waived in the case of repurchase requests: (i) arising from the death or qualified disability of the holder; (ii) submitted by discretionary model portfolio management programs (and similar arrangements); (iii) from feeder funds (or similar vehicles) primarily created to hold our Common Shares, which are offered to non-U.S. persons, where such funds seek to avoid imposing such a deduction because of administrative or systems limitations; and (iv) in the event that a shareholder’s Common Shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance. The Early Repurchase Deduction will be retained by us for the benefit of remaining shareholders. You may tender all of the Common Shares that you own. There is no repurchase priority for a shareholder under the circumstances of death or disability of such shareholder.

If shareholders seek to have an amount of shares repurchased that exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable. We will have no obligation to repurchase our Common Shares, including if the repurchase would violate the restrictions on distributions under federal law or Delaware law. The limitations and restrictions described above may prevent us from accommodating all repurchase requests made in any quarter. Our share repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market.

There is no assurance that the Board of Trustees will exercise its discretion to offer to repurchase our Common Shares or that there will be sufficient funds available to accommodate all of our common shareholders’ requests for repurchase. As a result, we may repurchase less than the full amount of shares that you request to have repurchased. If we do not repurchase the full amount of your Common Shares that you have requested to be repurchased, or we determine not to make repurchases of our Common Shares, you will likely not be able to dispose of your Common Shares, even if we under-perform. Any periodic repurchase offers will be subject in part to our available cash and compliance with the RIC qualification and diversification rules and the Investment Company Act. Shareholders will not pay a fee to us in connection with our repurchase of shares under the share repurchase program.

The Fund will repurchase Common Shares from shareholders pursuant to written tenders on terms and conditions that the Board of Trustees determines to be fair to the Fund and to all shareholders. When the Board of Trustees determines that the Fund will repurchase Common Shares, notice will be provided to shareholders describing the terms of that particular offer, containing information shareholders should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. Shareholders deciding whether to tender their shares during the period that a repurchase offer is open may obtain the Fund’s most recent NAV per share on our website at: https://www.areswms.com/solutions/asif/. However, our repurchase offers will generally use the NAV on or around the last calendar day of a month designated by our Board of Trustees during the applicable quarter, which will not be available until after the expiration of the applicable tender offer, so you will not know the exact

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price of shares in the tender offer when you make your decision whether to tender your Common Shares. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

Repurchases of shares from shareholders by the Fund will be paid in full with cash no later than five business days after the expiration of the repurchase deadline. Repurchases will be effective after receipt and acceptance by the Fund of eligible written tenders of shares from shareholders by the applicable repurchase offer deadline.

If during any consecutive four-quarter period (each, an “LTM Repurchase Period”), we do not have at least one quarter in which we fully accept all properly submitted tenders in a repurchase offer, the investment adviser intends to recommend that our Board approve a plan pursuant to which we will not make any new investments (excluding investment in any transactions for which there are binding written agreements (including investments funded in phases), follow-on investments made in existing portfolio companies, revolver or Letter of Credit drawdowns and obligations under any existing Fund guarantee and except as necessary for the Fund to (i) preserve its status as a RIC under the Code and as a BDC, (ii) repay indebtedness to allow for distributions or (iii) comply with applicable law) and will use all “capital available for investing” to accept properly submitted tenders until such time that all properly submitted tenders in a repurchase offer in respect of one quarter during an LTM Repurchase Period have been fully accepted; provided that the investment adviser is not required to make such recommendations to the Board if the Fund has, during each of the quarters in such LTM Repurchase Period, accepted repurchase offers for at least (i) 5% of the aggregate shares outstanding (either by number of shares or aggregate NAV) or (ii) the equivalent percentage (i.e., 20% of the aggregate shares outstanding (either by number of shares or aggregate NAV)) during such LTM Repurchase Period.

For these purposes, “capital available for investing” will be determined based on the amount of cash on hand, less Fund expenses, including, without limitation, management fees, amounts that may become due under any borrowing or other financings or similar obligations, amounts needed to meet current or anticipated debt covenants, obligations imposed by law, including the requirement under the Omnibus Guidelines that we not impair our capital or operations, courts, or arbitration or indemnity obligations. The purpose of this recommendation would be to allow the Fund to satisfy as many properly submitted tender requests as possible and we expect that during this time, we and our Board of Trustees would also consider additional ways to improve shareholder liquidity.

If, during any LTM Repurchase Period, we do not have at least one quarter in which we fully accept all properly submitted tenders in a repurchase offer, the investment adviser will defer its incentive fee until all properly submitted tenders in any one repurchase offer have been accepted, after which such deferred incentive fee will become payable and no further incentive fee amounts will be required to be deferred; provided that the investment adviser is not required to defer its incentive fee if the Fund has, during each of the quarters in such LTM Repurchase Period, accepted repurchase offers for at least (i) 5% of the aggregate shares outstanding (either by number of shares or aggregate NAV) or (ii) the equivalent percentage (i.e., 20% of the aggregate shares outstanding (either by number of shares or aggregate NAV)) during such LTM Repurchase Period.

The majority of our assets will consist of directly originated loans that generally cannot be readily liquidated without impacting our ability to realize their full value upon disposition. For cash management and other purposes and in order to provide liquidity for share repurchases, we currently anticipate maintaining a smaller allocation to broadly syndicated loans and other more liquid credit investments. We expect that the instruments underlying our liquid credit investments will primarily be the same as the instruments underlying our directly originated loans (including loans, notes, bonds and other corporate debt securities). We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. Should making repurchase offers, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole, or should we otherwise determine that investing our liquid assets in self-originated loans or other illiquid investments rather than repurchasing our Common Shares is in the best interests of the Fund and its common shareholders as a whole, then we may choose to offer to repurchase fewer shares than described above, or none at all.

If any common shareholder fails to maintain the minimum balance of $500 of our Common Shares, we may repurchase all of the shares held by that common shareholder at the repurchase price in effect on the date we determine that the common shareholder has failed to meet the minimum balance, less any Early Repurchase Deduction. Minimum account repurchases will apply even if the failure to meet the minimum balance is caused solely by a decline in our NAV. Minimum account repurchases are not subject to the Early Repurchase Deduction.

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Repurchase of our investment adviser’s shares by the Fund will be on the same terms and with the same limitations as those applicable to shareholders under the share repurchase program described herein.

Payment for repurchased shares may require us to liquidate portfolio holdings earlier than our investment adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates. Our investment adviser intends to take measures, subject to policies as may be established by our Board of Trustees, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of shares.

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DISTRIBUTION REINVESTMENT PLAN

We have adopted a distribution reinvestment plan, pursuant to which we will not reinvest cash distributions declared by the Board of Trustees on behalf of our common shareholders unless such shareholders elect for their shares to be automatically reinvested. As a result, if the Board of Trustees authorizes, and we declare, a cash distribution, then our common shareholders who have opted into our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

No action is required on the part of a registered shareholder to have his, her or its cash distribution. In order to opt into having his, her or its cash distribution automatically reinvested in our Common Shares, shareholders can complete and execute an enrollment form or any distribution authorization form as may be available from the Fund or SS&C Technologies, Inc. (the “Plan administrator”). Participation in the distribution reinvestment plan will begin with the next distribution payable after acceptance of a participant’s subscription, enrollment or authorization. Shares will be issued under the distribution reinvestment plan as of the first calendar day of the month following the record date of the distribution.

If a shareholder seeks to terminate its participation in the distribution reinvestment plan, notice of termination must be received in writing by the Plan administrator no later than the record date fixed by the Board of Trustees for distribution to shareholders to be effective for such distribution. Any transfer of shares by a participant to a non-participant will terminate participation in the distribution reinvestment plan with respect to the transferred shares. If a participant elects to tender its Common Shares in full and such full tender is accepted by the Fund, such shareholder’s participation in the Plan will be automatically terminated as of the expiration of the applicable tender offer and any distributions due to such shareholder on or after such date will be paid in cash on the scheduled distribution payment date.

If you elect to opt into the distribution reinvestment plan, any distributions we declare will be automatically reinvested in our Common Shares. There will be no selling commissions or intermediary manager fees charged to you if you participate in the distribution reinvestment plan. We will pay the Plan administrator fees under the distribution reinvestment plan. However, all shareholders, including those who opt out of the distribution reinvestment plan, will indirectly bear such Plan administrator fees. If your Common Shares are held by a broker or other financial intermediary, you may change your election by notifying your broker or other financial intermediary of your election.

The reinvestment of distributions does not relieve a participant in the Distribution Reinvestment Plan of any income tax liability that may be payable on the distributions. Please see “Certain Material U.S. Federal Income Tax Considerations — Taxation of U.S. Shareholders — Distributions on Our Common Shares” for information regarding the potential income tax liability of participating in the Distribution Reinvestment Plan. Additionally, distributions reinvested in Common Shares increase the Fund’s gross assets on which the base management fee and inventive fee are payable to the investment adviser.

Any issuances of our Common Shares pursuant to our distribution reinvestment plan are dependent on the continued registration of our securities or the availability of an exemption from registration in the recipient’s home state.

The purchase price for shares issued under our distribution reinvestment plan will be equal to the most recent available NAV per share for such shares at the time the distribution is payable. Common Shares issued pursuant to our distribution reinvestment plan will have the same voting rights as the Common Shares offered pursuant to this prospectus.

See our Distribution Reinvestment Plan, which is filed as an exhibit to our registration statement for this offering, for more information.

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PERPETUAL-LIFE BDC

We are a perpetual-life BDC. We use the term “perpetual-life BDC” to describe a BDC of indefinite duration that does not intend to complete a liquidity event within any specific time period, if at all, and whose shares of common stock are intended to be sold by the BDC monthly on a continuous basis at prices generally equal to the BDC’s monthly net asset value per share for the applicable class of common stock. As a perpetual-life BDC, our Board of Trustees does not expect to complete a liquidity event within any specific time period, if at all. A liquidity event could include a merger or another transaction approved by our Board of Trustees in which shareholders will receive cash or shares of a publicly traded company, or a sale of all or substantially all of its assets either on a complete portfolio basis or individually followed by a liquidation and distribution of cash to our common shareholders. A liquidity event also may include a sale, merger or rollover transaction with one or more affiliated investment companies managed by our investment adviser. A liquidity event involving a merger or sale of all or substantially all of our assets would require the approval of our common shareholders in accordance with the our Declaration of Trust. We do not intend to list our Common Shares on a national securities exchange.

While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our Declaration of Trust or otherwise to effect a liquidity event at any time. Upon the occurrence of a liquidity event, if any, all Class S shares and Class D shares will automatically convert into Class I shares and the ongoing servicing fee will terminate.

Our share repurchase program may provide a limited opportunity for you to have your Common Shares repurchased, subject to certain restrictions and limitations, at a price which may reflect a discount from the purchase price you paid for the shares being repurchased. See “Share Repurchase Program” for a detailed description of the share repurchase program.

FINRA Rule 2310(b)(3)(D) requires that we disclose the liquidity of prior public programs sponsored by Ares, the parent company of our investment adviser. In addition to us, Ares has sponsored the following other public programs: Ares Real Estate Income Trust Inc., Ares Industrial Real Estate Income Trust Inc., Ares Capital Corporation and Ares Core Infrastructure Fund. Ares Real Estate Income Trust Inc. and Ares Industrial Real Estate Income Trust Inc. are perpetual life vehicles and do not have a date or time period at which they expect to consider liquidity events. Ares Capital Corporation is a closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act. Ares Capital Corporation’s common stock is traded on The NASDAQ Global Select Market under the symbol “ARCC” and it does not have a date or time period at which it expects to consider a liquidity event. Ares Core Infrastructure Fund is a closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act and is a perpetual-life BDC that does not expect to complete a liquidity event within any specific time period, if at all.

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REGULATION

The following discussion is a general summary of the material prohibitions and descriptions governing BDCs generally. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.

The Investment Company Act also requires that a majority of our trustees be persons other than “interested persons,” as that term is defined in Section 2(a)(19) of the Investment Company Act, referred to herein as “independent Trustees.” In addition, the Investment Company Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless that change is approved by holders of at least a majority of our outstanding voting securities. Under the Investment Company Act, the vote of holders of at least a “majority of outstanding voting securities” means the vote of the holders of the lesser of: (a) 67% or more of the outstanding Common Shares present at a meeting or represented by proxy if holders of more than 50% of the Common Shares are present or represented by proxy or (b) more than 50% of the outstanding Common Shares.

We also do not intend to acquire securities issued by any investment company that exceed the limits imposed by the Investment Company Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any investment company (as defined in the Investment Company Act), invest more than 5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate unless certain conditions are met. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our common shareholders to additional expenses.

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In accordance with the Investment Company Act, a BDC generally is allowed to borrow amounts such that its asset coverage, calculated pursuant to the Investment Company Act, is at least 150% (or 200% if certain requirements under the Investment Company Act are not met) immediately after such borrowing. As such, we are currently allowed to borrow amounts or issue debt securities or preferred stock, which we refer to collectively as “senior securities,” such that our asset coverage, as calculated pursuant to the Investment Company Act, equals at least 150% immediately after such borrowing (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). On October 7, 2022, our sole initial shareholder approved a proposal that allowed us to reduce our asset coverage ratio applicable to senior securities from 200% to 150%. See “Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.”

Qualifying Assets

A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) below. Thus, under the Investment Company Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the Investment Company Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:

(1)

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions):

(a)

is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the Investment Company Act as any issuer that:

(i)

is organized under the laws of, and has its principal place of business in, the United States;

(ii)

is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the Investment Company Act; and

(iii)

does not have any class of securities listed on a national securities exchange;

(b)

is a company that meets the requirements of (a)(i) and (ii) above, but is not an eligible portfolio company because it has issued a class of securities on a national securities exchange, if:

(i)

at the time of the purchase, we own at least 50% of the (x) greatest number of equity securities of such issuer and securities convertible into or exchangeable for such securities; and (y) the greatest amount of debt securities of such issuer, held by us at any point in time during the period when such issuer was an eligible portfolio company; and

(ii)

we are one of the 20 largest holders of record of such issuer’s outstanding voting securities; or

(c)

is a company that meets the requirements of (a)(i) and (ii) above, but is not an eligible portfolio company because it has issued a class of securities on a national securities exchange, if the aggregate market value of such company’s outstanding voting and non-voting common equity is less than $250 million.

(2)

Securities of any eligible portfolio company that we control.

(3)

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(4)

Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.

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(5)

Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

(6)

Cash, cash items, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment.

Managerial Assistance to Portfolio Companies

BDCs generally must offer to make available to the issuer of portfolio securities significant managerial assistance, by either offering, and providing if accepted, significant guidance and counsel concerning the management operations or business objectives of the portfolio company or by exercising a controlling influence over the management or policies of a portfolio company, except in circumstances where either (i) the BDC does not treat such issuer of securities as an eligible portfolio company, or (ii) the BDC purchases such securities in conjunction with one or more other persons acting together and one of the other persons in the group makes available such managerial assistance.

Temporary Investments

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash items, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as “temporary investments,” so that 70% of our assets are qualifying assets. Typically, we invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. Government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we may not meet the Diversification Tests in order to qualify as a RIC. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our investment adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

Indebtedness and Senior Securities

We may be permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our Common Shares if our asset coverage, calculated pursuant to the Investment Company Act, is at least equal to 150% (or 200% if certain requirements under the Investment Company Act are not met) immediately after each such issuance (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). In addition, while certain types of indebtedness and senior securities remain outstanding, we may be required to make provisions to prohibit distributions to our common shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see “Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.”

Code of Ethics

We, Ares Capital Management and Ares Wealth Management Solutions, LLC have each adopted a code of ethics pursuant to Rule 17j-1 under the Investment Company Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Our code of ethics is filed as an exhibit to our registration statement of which this prospectus is a part. For information on how to obtain a copy of the code of ethics, see “Available Information” below.

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Code of Conduct

Co-Investment Exemptive Order

Proxy Voting Policies and Procedures

SEC-registered advisers that have the authority to vote (client) proxies (which authority may be implied from a general grant of investment discretion) are required to adopt policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interests of its clients. Registered advisers also must maintain certain records on proxy voting. In most cases, we invest in securities that do not generally entitle us to voting rights in our portfolio companies. When we do have voting rights, we delegate the exercise of such rights to Ares Capital Management. Ares Capital Management’s proxy voting policies and procedures are summarized below:

In determining how to vote, officers of our investment adviser consult with each other and other investment professionals of Ares, taking into account our and our investors’ interests as well as any potential conflicts of interest. Our investment adviser consults with legal counsel to identify potential conflicts of interest. Where a potential conflict of interest exists, our investment adviser may, if it so elects, resolve it by following the recommendation of a disinterested third party, by seeking the direction of our independent Trustees or, in extreme cases, by abstaining from voting. While our investment adviser may retain an outside service to provide voting recommendations and to assist in analyzing votes, our investment adviser will not delegate its voting authority to any third party.

An officer of Ares Capital Management keeps a written record of how all such proxies are voted. Our investment adviser retains records of (a) proxy voting policies and procedures, (b) all proxy statements received (or it may rely on proxy statements filed on the SEC’s EDGAR system in lieu thereof), (c) all votes cast, (d) investor requests for voting information and (e) any specific documents prepared or received in connection with a decision on a proxy vote. If it uses an outside service, our investment adviser may rely on such service to maintain copies of proxy statements and records, so long as such service will provide a copy of such documents promptly upon request.

Our investment adviser’s proxy voting policies are not exhaustive and are designed to be responsive to the wide range of issues that may be subject to a proxy vote. In general, our investment adviser votes our proxies in accordance with these guidelines unless: (a) it has determined otherwise due to the specific and unusual facts and circumstances with respect to a particular vote, (b) the subject matter of the vote is not covered by these guidelines, (c) a material conflict of interest is present or (d) our investment adviser finds it necessary to vote contrary to its general guidelines to maximize shareholder value or the best interests of the Fund. In reviewing proxy issues, our investment adviser generally uses the following guidelines:

Elections of Directors: In general, our investment adviser will vote proxies in favor of the management-proposed slate of directors. If there is a proxy fight for seats on a portfolio company’s board of directors, or our investment adviser determines that there are other compelling reasons for withholding our vote, it will determine the appropriate vote on the matter. Our investment adviser may withhold votes for directors when it (a) believes a direct conflict of interest exists between the interests of the director and the shareholders, (b) concludes that the actions of the director are unlawful, unethical or negligent or (c) believes the board is entrenched

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in or dealing inadequately with performance problems, and/or acting with insufficient independence between the board and management. Finally, our investment adviser may withhold votes for directors of non-U.S. issuers where there is insufficient information about the nominees disclosed in the proxy statement.

Appointment of Auditors: We will generally rely on the judgment of the portfolio company’s audit committee in selecting the independent auditors who will provide the best services to the portfolio company. We will generally support management’s recommendation in this regard; however, we believe that independence of auditors is paramount to the protection of shareholders and will vote against auditors whose independence appears to be impaired.

Changes in Governance Structure: Changes in the charter or bylaws of a portfolio company may be required by state or federal regulation. In general, our investment adviser will cast our votes in accordance with the management on such proposals. However, our investment adviser will consider carefully any proposal regarding a change in corporate structure that is not required by state or federal regulation.

Corporate Restructurings and Reorganizations: We believe proxy votes dealing with corporate restructurings, including mergers and acquisitions, and reorganizations are an extension of the investment decision. Accordingly, our investment adviser will analyze such proposals on a case-by-case basis and vote in accordance with its view of our interests.

Proposals Affecting Shareholder Rights: We will generally vote in favor of proposals that give shareholders a greater voice in the affairs of a portfolio company and oppose any measure that seeks to limit such rights. However, when analyzing such proposals, our investment adviser will balance the financial impact of the proposal against any impairment of shareholder rights as well as of our investment in the portfolio company.

Corporate Governance: We recognize the importance of good corporate governance. Accordingly, our investment adviser will generally favor proposals that promote transparency and accountability within a portfolio company.

Anti-Takeover Measures: Our investment adviser will evaluate, on a case-by-case basis, any proposals regarding anti-takeover measures to determine the effect such measure is likely to have on shareholder value.

Stock Splits: Our investment adviser will generally vote with management on stock split matters.

Limited Liability of Directors: Our investment adviser will generally vote with management on matters that could adversely affect the limited liability of directors.

Social and Corporate Responsibility: Our investment adviser will review proposals related to social, political and environmental issues to determine whether they may adversely affect shareholder value. Our investment adviser may abstain from voting on such proposals where they do not have a readily determinable financial impact on shareholder value.

Executive and Directors Compensation: Our investment adviser will evaluate, on a case-by-case basis, any proposals regarding stock option and compensation plans. We will generally vote against any proposed plans that we believe may result in excessive transfer of shareholder value.

Shareholders may obtain information regarding how we voted proxies with respect to our portfolio securities free of charge by making a written request for proxy voting information to our Investor Relations Department at Ares Strategic Income Fund, 245 Park Avenue, 44th Floor, New York, New York 10167, by calling us at 888-310-9352 or on the SEC’s website at www.sec.gov.

Privacy Principles

We endeavor to maintain the privacy of our recordholders and to safeguard their non-public personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

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Generally, we will not receive any non-public personal information about recordholders of our Common Shares, although certain of our recordholders’ non-public information may become available to us. The non-public personal information that we may receive falls into the following categories:

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information we receive from recordholders, whether we receive it orally, in writing or electronically. This includes recordholders’ communications to us concerning their investment;

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information about recordholders’ transactions and history with us; and

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other general information that we may obtain about recordholders, such as demographic and contact information such as address.

We disclose non-public personal information about recordholders:

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to our affiliates (such as our investment adviser and administrator) and their employees for everyday business purposes;

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to our service providers (such as our accountants, attorneys, custodians, transfer agent, underwriters and proxy solicitors) and their employees, as is necessary to service recordholder accounts or otherwise provide the applicable service;

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to comply with court orders, subpoenas, lawful discovery requests or other legal or regulatory requirements; or

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as allowed or required by applicable law or regulation.

When we share non-public recordholder personal information referred to above, the information is made available for limited business purposes and under controlled circumstances designed to protect our recordholders’ privacy. We do not permit use of recordholder information for any non-business or marketing purpose, nor do we permit third parties to rent, sell, trade or otherwise release or disclose information to any other party.

Our service providers, such as our investment adviser, administrator and transfer agent, are required to maintain physical, electronic, and procedural safeguards to protect recordholder non-public personal information, to prevent unauthorized access or use and to dispose of such information when it is no longer required.

Personnel of affiliates may access recordholder information only for business purposes. The degree of access is based on the sensitivity of the information and on personnel need for the information to service a recordholder’s account or comply with legal requirements.

If a recordholder ceases to be a recordholder, we will adhere to the privacy policies and practices as described above. We may choose to modify our privacy policies at any time. Before we do so, we will notify recordholders and provide a description of our privacy policy.

In the event of a corporate change in control resulting from, for example, a sale to, or merger with, another entity, or in the event of a sale of assets, we reserve the right to transfer non-public personal information of holders of our securities to the new party in control or the party acquiring assets.

Other

We will be periodically examined by the SEC for compliance with the Securities Act, Exchange Act and Investment Company Act, and are subject to the periodic reporting and related requirements of the Exchange Act.

We are also required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any Trustee or officer against any liability to us or our common shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

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We are not permitted to change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the Investment Company Act as the lesser of: (i) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present or represented by proxy, or (ii) more than 50% of the outstanding shares of such company. Our website address is https://www.areswms.com/solutions/asif/. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statement and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

Compliance with the Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act imposes a wide variety of regulatory requirements on publicly held companies and their insiders. Many of these requirements affect us. The Sarbanes-Oxley Act has required us to review our policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.

Certain Securitisation Regulations

The AIFMD regulates the activities of certain private fund managers undertaking fund management activities or marketing interests in alternative investment funds to investors in the EEA or the UK. To the extent the Fund is actively marketed to investors domiciled or having their registered office in the EEA or the UK, Regulation (EU) 2017/2402, including as implemented and retained by the UK following its departure from the EU and amended from time to time (the “EU Securitisation Regulation”), may prohibit the Fund from acquiring securitization positions which do not comply with the European Union’s (“EU”) risk retention criteria, where the securities / instruments of such securitizations were issued on or after January 1, 2019. The EU’s or UK’s risk retention criteria for securitizations may not be aligned with the criteria for securitizations under the laws of other jurisdictions, where such laws exist, including under U.S. law. This could result in the Fund being prohibited from acquiring positions in certain securitizations or similar structures, whether originated in the EU or UK or otherwise, notwithstanding that such transactions would otherwise be permitted in accordance with the Fund’s investment strategy / restrictions.

The UK Securitisation Regulations were revised on November 28, 2023 to take non-UK AIFs (who have registered funds for marketing under the National Private Placement Rules in the Alternative Investment Fund Managers Regulation 2013 (UK)) out of scope if they are an institutional investor (but other direct obligations continue to apply).

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of certain material U.S. federal income tax considerations relating to the acquisition, ownership, and disposition of our Common Shares and our qualification and taxation as a RIC for U.S. federal income tax purposes. This discussion does not purport to be a complete description of all of the tax considerations relating thereto. In particular, we have not described certain considerations that may be relevant to certain types of shareholders subject to special treatment under U.S. federal income tax laws, including shareholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, shareholders that are treated as partnerships for U.S. federal income tax purposes, dealers in securities, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, pension plans and trusts, financial institutions, a person that holds shares in our Common Shares as part of a straddle or a hedging or conversion transaction, real estate investment trusts (“REITs”), RICs, U.S. shareholders (as defined below) whose functional currency is not the U.S. dollar, non-U.S. shareholders (as defined below) engaged in a trade or business in the United States, persons who have ceased to be U.S. citizens or to be taxed as residents of the United States, “controlled foreign corporations,” and passive foreign investment companies (“PFICs”). This summary is limited to shareholders that hold our Common Shares as capital assets (within the meaning of the Code), and does not address owners of a shareholder. This discussion is based upon the Code, its legislative history, existing and proposed U.S. Treasury regulations, published rulings and court decisions, each as of the date of this prospectus and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the IRS regarding the offerings pursuant to this prospectus or pursuant to the accompanying prospectus supplement unless expressly stated therein. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invest in tax-exempt securities or certain other investment assets. It also does not discuss the tax aspects of Common Shares sold in units with the other securities being registered.

A “U.S. shareholder” is a beneficial owner of our Common Shares that is for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

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a trust if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons (as defined in the Code) have the authority to control all of its substantial decisions, or if the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes; or

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source.

A “non-U.S. shareholder” is a beneficial owner of our Common Shares that is not a U.S. shareholder or an entity that is treated as a partnership for U.S. federal income tax purposes.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds our Common Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that is a partner in a partnership that will hold our Common Shares should consult its tax advisors with respect to the purchase, ownership and disposition of our Common Shares.

An investment in our Common Shares is complex, and certain aspects of the U.S. tax treatment of such investment are not certain. Tax matters are very complicated and the tax consequences to an investor of an investment in our Common Shares will depend on the facts of his, her or its particular situation. We strongly encourage investors to consult their tax advisors regarding the U.S. federal income tax consequences of the acquisition, ownership and disposition of our Common Shares, as well as the effect of any state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty, and the effect of any possible changes in the tax laws.

Election to Be Taxed as a RIC

As a BDC, we have elected to be treated and to operate in a manner so as to continuously qualify annually as a RIC under the Code. As a RIC, we generally will not pay corporate-level U.S. federal income taxes on our net ordinary income or capital gains that we timely distribute (or are deemed to distribute) to our common shareholders as dividends. Instead, distributions (or are deemed to

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timely distribute) generally will be taxable to shareholders, and any net operating losses, foreign tax credits and most other tax attributes generally will not pass through to shareholders. We will be subject to U.S. federal corporate-level income tax on any undistributed income and gains. To continue to qualify as a RIC, we must, among other things, meet certain source of income and asset diversification requirements (as described below). In addition, we must distribute to our common shareholders, for each taxable year at least 90% of our “investment company taxable income,” as defined by the Code, pursuant to the “Annual Distribution Requirement.” See “Risk Factors — Risks Relating to Our Business and Structure — We may be subject to additional corporate-level income taxes if we fail to maintain our status as a RIC” and “We may have difficulty paying our required distributions under applicable tax rules if we recognize income before or without receiving cash representing such income.”

Taxation as a RIC

If we:

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qualify as a RIC; and

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satisfy the Annual Distribution Requirement;

then we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain (realized net long-term capital gain in excess of realized net short-term capital loss) that we timely distribute (or are deemed to timely distribute) to shareholders. We will be subject to U.S. federal income tax at the regular corporate rates on any net income or capital gains not distributed (or deemed distributed) to our common shareholders.

We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for each calendar year and (3) any income realized, but not distributed, in preceding years (to the extent that U.S. federal income tax was not imposed on such amounts) less certain over-distributions in the prior year (collectively, the “Excise Tax Requirement”). We can be expected to pay such excise tax on a portion of our income.

Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and (2) other requirements relating to our status as a RIC, including the Diversification Tests (as defined below). If we dispose of assets to meet the Annual Distribution Requirement, the Diversification Tests, or the Excise Tax Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

To qualify as a RIC for U.S. federal income tax purposes, we generally must, among other things:

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qualify to be treated as a BDC at all times during each taxable year;

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derive in each taxable year at least 90% of our gross income from (a) dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities or foreign currencies, or other income derived with respect to our business of investing in such stock, securities or foreign currencies, or (b) net income derived from an interest in a “qualified publicly traded partnership” or “QPTP” (collectively, the “90% Income Test”); and

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diversify our holdings so that at the end of each quarter of the taxable year:

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at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities that, with respect to any issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of that issuer; and

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no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of (i) one issuer, (ii) two or more issuers that are controlled, as determined under the Code, by us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more QPTPs (collectively, the “Diversification Tests”).

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We may invest in partnerships, including QPTPs, which may result in our being subject to state, local or foreign income, franchise or other tax liabilities. For the purpose of determining whether the Fund satisfies the 90% Income Test and the Diversification Tests described above, the character of our distributive share of items of income, gain, losses, deductions and credits derived through any investments in companies that are treated as partnerships for U.S. federal income tax purposes (other than certain publicly traded partnerships), or are treated as disregarded as separate from us for U.S. federal income tax purposes, generally will be determined as if we realized these tax items directly. Further, for purposes of calculating the value of our investment in the securities of an issuer for purposes of determining the 25% requirement described above, the Fund’s proper proportion of any investment in the securities of that issuer that are held by a member of our “controlled group” must be aggregated with our investment in that issuer. A controlled group is one or more chains of corporations connected through stock ownership with us if (a) at least 80% of the total combined voting power of all classes of voting stock of each of the corporations is owned directly by one or more of the other corporations, and (b) we directly own at least 80% or more of the combined voting stock of at least one of the other corporations.

A RIC is limited in its ability to deduct expenses in excess of its investment company taxable income. If our deductible expenses in a given taxable year exceed our investment company taxable income, we may incur a net operating loss for that taxable year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to its shareholders. In addition, deductible expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, the excess of realized capital losses over realized capital gains) to offset its investment company taxable income, but may carry forward such net capital losses, and use them to offset future capital gains, indefinitely. Any underwriting fees paid to us are not deductible. Due to these limits on deductibility of expenses and net capital losses, we may for U.S. federal income tax purposes have aggregate taxable income for several taxable years that we are required to distribute and that is taxable to our common shareholders even if such taxable income is greater than the net income we actually earn during those taxable years.

We may be required to recognize taxable income for U.S. federal income tax purposes in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount, or “OID” (such as debt investments with PIK interest or, in certain cases, that have increasing interest rates or that are issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID accrued will be included in our investment company taxable income for the taxable year of accrual, we may be required to make a distribution to our common shareholders in order to satisfy the Annual Distribution Requirement or the Excise Tax Requirement, even though we will not have received any corresponding cash amount. In order to enable us to make distributions to shareholders that will be sufficient to enable us to satisfy the Annual Distribution Requirement and the Excise Tax Requirement we may need to liquidate or sell some of our assets at times or at prices that are not advantageous, raise additional equity or debt capital, take out loans, forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business). Our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our qualification as a RIC, including the Diversification Tests. If we borrow money, we may be prevented by loan covenants from declaring and making distributions in certain circumstances. Even if we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements, under the Investment Company Act, we are generally not permitted to make distributions to our common shareholders while our debt obligations and senior securities are outstanding unless certain “asset coverage” tests or other financial covenants are met. Limits on our ability to make distributions may prevent us from meeting the Annual Distribution Requirement, and may, therefore, jeopardize our qualification for taxation as a RIC, or subject us to the 4% excise tax on undistributed income.

A portfolio company in which we invest may face financial difficulty that requires us to work-out, modify or otherwise restructure our investment in the portfolio company. Any such restructuring could, depending on the specific terms of the restructuring, cause us to recognize taxable income without a corresponding receipt of cash, which could affect our ability to satisfy the Annual Distribution Requirement or the Excise Tax Requirement, or result in unusable capital losses and future non-cash income. Any such reorganization could also result in our receiving assets that give rise to non-qualifying income for purposes of the 90% Income Test.

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Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (a) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (b) convert long-term capital gain (currently taxed at lower rates for non-corporate taxpayers) into higher taxed short-term capital gain or ordinary income, (c) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (d) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (e) adversely alter the characterization of certain complex financial transactions, (f) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (g) cause us to recognize income or gain without receipt of a corresponding cash payment, and (h) produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor our transactions and may make certain tax elections that are intended to maintain our status as a RIC and mitigate the effects of these provisions; however, no assurance can be given that we will be eligible for any such tax elections or that any elections we make will fully mitigate the effects of these provisions.

Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long term or short term, depending on how long we held a particular warrant.

Our investment in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, our yield on those securities would be decreased. Shareholders will generally not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by us.

If we purchase shares in a PFIC, we may be subject to U.S. federal income tax on a portion of any “excess distribution” received on, or gain from the disposition of, such shares, even if such income is distributed as a taxable dividend by us to our common shareholders. Additional charges in the nature of interest may be imposed on us in respect of deferred taxes arising from such distributions or gains. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code (a “QEF”), in lieu of the foregoing requirements, we will be required to include in income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed to us. Alternatively, we may elect to mark-to-market at the end of each taxable year our shares in such PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it does not exceed prior increases included in income. Our ability to make either election will depend on factors beyond our control, and we are subject to restrictions that may limit the availability or benefit of these elections. Under either election, we may be required to recognize in any year income in excess of our distributions from PFICs and our proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of determining whether we satisfy the Excise Tax Requirement.

Our functional currency is the U.S. dollar for U.S. federal income tax purposes. Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time we accrue income, expenses or other liabilities denominated in a foreign currency and the time we actually collect such income or pay such expenses or liabilities may be treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts, the disposition of debt denominated in a foreign currency and other financial transactions denominated in foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, may also be treated as ordinary income or loss.

Some of the income and fees that we may recognize, such as, but not limited to, management fees, certain fees earned with respect to our investments, income recognized in a work-out or restructuring of a portfolio investment, or income recognized from an equity investment in an operating partnership, may not satisfy the 90% Income Test. In order to manage the risk that such income and fees might disqualify us as a RIC for a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees indirectly through one or more entities treated as U.S. corporations for U.S. federal income tax purposes. Although we expect that recognizing such income through such corporations will assist us in satisfying the 90% Income Test, no assurance can be given that this structure will be respected for U.S. federal income tax purposes, which could result in such income not being counted towards satisfying the 90% Income Test. If the amount of such income were too great and we were otherwise unable to mitigate this effect, it could result in our disqualification as a RIC. If, as we expect, the structure is respected, such corporations will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce our return on such income and fees.

We are limited in our ability to deduct expenses in excess of our investment company taxable income. If our expenses in a given year exceed our investment company taxable income, we will have a net operating loss for that year. However, we are not permitted to carry forward our net operating losses to subsequent years, so these net operating losses generally will not pass through to our common shareholders. In addition, expenses can be used only to offset investment company taxable income, and may not be used

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to offset net capital gain. As a RIC, we may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset our investment company taxable income, but may carry forward those losses, and use them to offset future capital gains, indefinitely. Further, our deduction of net business interest expense is generally limited to 30% of our “adjusted taxable income” plus “floor plan financing interest expense.”

Failure to Qualify as a RIC

If we fail to satisfy the 90% Income Test for any taxable year or the Diversification Tests for any quarter of the taxable year, we may still continue to be taxed as a RIC for the relevant taxable year if we are eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where we correct the failure within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income would be subject to corporate-level income tax as described below. We cannot provide assurance that we would qualify for any such relief should we fail the 90% Income Test or the Diversification Tests.

If we were to fail to meet the RIC requirements for more than two consecutive years and then seek to requalify as a RIC, we would be required to pay corporate-level tax on the unrealized appreciation recognized during the succeeding five-year period unless we make a special election to recognize gain to the extent of any unrealized appreciation in our assets at the time of requalification.

If we are unable to qualify for treatment as a RIC, and relief is not available as discussed above, we would be subject to tax on all of our taxable income at the regular corporate U.S. federal income tax rate (and we also would be subject to any applicable state and local taxes). We would not be able to deduct distributions to shareholders and would not be required to make distributions for U.S. federal income tax purposes. Distributions generally would be taxable to our common shareholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate U.S. shareholders would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholder’s adjusted tax basis in its Common Shares, and any remaining distributions would be treated as capital gains. If we fail to qualify as a RIC, we may be subject to regular corporate tax on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five taxable years.

Although we expect to operate in a manner so as to qualify continuously as a RIC, we or our investment adviser may decide in the future that we should be taxed as a C corporation, even if we would otherwise qualify as a RIC, if we determine that treatment as a C corporation for a particular year would be in our best interest.

The remainder of this discussion assumes that we qualify as a RIC for each taxable year.

Taxation of U.S. Shareholders

The following summary generally describes certain material U.S. federal income tax consequences of an investment in our Common Shares beneficially owned by U.S. shareholders (as defined above). If you are not a U.S. shareholder, this section does not apply to you.

Whether an investment in our Common Shares is appropriate for a U.S. shareholder will depend upon that person’s particular circumstances. An investment in our Common Shares by a U.S. shareholder may have adverse tax consequences. U.S. shareholders should consult their own tax advisors about the U.S. tax consequences of investing in our Common Shares.

Distributions on Our Common Shares

Distributions by us generally are taxable to U.S. shareholders as ordinary income or capital gains. To the extent such distributions paid by us to non-corporate shareholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations and if certain holding period requirements are met, such distributions (“qualified dividends”) generally are taxable to U.S. shareholders at the preferential rates applicable to long-term capital gains. A portion of our ordinary dividends, but not capital gain dividends, paid to U.S. corporate shareholders may, if certain conditions are met, qualify for the dividends-received

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deduction to the extent that we have received dividends from certain corporations during the taxable year. However, it is anticipated that distributions paid by us generally will not be attributable to dividends and, therefore, generally will not qualify for the preferential rates applicable to qualified dividends or the dividends-received deduction available to corporations under the Code. A corporate U.S. shareholder may be required to reduce its basis in our Common Shares with respect to certain “extraordinary dividends,” as defined in Section 1059 of the Code. Corporate U.S. shareholders should consult their own tax advisors in determining the application of these rules in their particular circumstances. Distributions of our investment company taxable income will be taxable as ordinary income to U.S. shareholders to the extent of our current and accumulated earnings and profits, whether paid in cash or reinvested in additional Common Shares.

Distributions of our net capital gain properly reported by us as “capital gain dividends” will be taxable to a U.S. shareholder as long-term capital gains (which, under current law, are taxed at preferential rates) in the case of individuals, trusts or estates. This is true, regardless of the U.S. shareholder’s holding period our Common Shares and regardless of whether the dividend is paid in cash or reinvested in additional Common Shares. Distributions in excess of our earnings and profits first will reduce a U.S. shareholder’s adjusted tax basis in such U.S. shareholder’s Common Shares and, after the adjusted tax basis is reduced to zero, will constitute capital gain to such U.S. shareholder. We may make distributions in excess of our earnings and profits. As a result, a U.S. shareholder will need to consider the effect of our distributions on such U.S. shareholder’s adjusted tax basis in our Common Shares in their individual circumstances.

Although we currently intend to distribute our net capital gain for each taxable year on a timely basis, we may in the future decide to retain some or all of our net capital gain, and may designate the retained amount as a “deemed dividend.” In that case, among other consequences: we will pay U.S. federal corporate income tax on the retained amount; each U.S. shareholder will be required to include their pro rata share of the deemed distribution in income as if it had been actually distributed to them; and the U.S. shareholder will be entitled to claim a credit equal to their pro rata share of the tax paid thereon by us. The amount of the deemed distribution net of such tax will be added to the U.S. shareholder’s adjusted tax basis in our Common Shares.

For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2) the amount of capital gains dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If we make such an election, a U.S. shareholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by us in October, November or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by a U.S. shareholders on December 31 of the year in which the dividend was declared.

We have the ability to declare a large portion of a distribution in Common Shares. As long as a portion of such distribution is paid in cash and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a U.S. shareholder will be taxed on 100% of the fair market value of the dividend on the date the dividend is received in the same manner as a cash dividend, even if most of the dividend was paid in Common Shares. If shareholders purchase Common Shares shortly before the record date of a distribution, the price of the shares will include the value of the distribution and such U.S. shareholder will be subject to tax on the distribution even though it economically represents a return of his, her or its investment.

Distributions out of our current and accumulated earnings and profits will not be eligible for the 20% pass through deduction under Section 199A of the Code, although qualified REIT dividends earned by us may qualify for the 20% pass through deduction under Section 199A deduction.

We will be treated as a “publicly offered regulated investment company” (within the meaning of Section 67 of the Code) if either (1) our Common Shares collectively being held by at least 500 persons at all times during a taxable year, (2) our Common Shares being treated as regularly traded on an established securities market for any taxable year, or (3) our Common Shares are continuously offered pursuant to a public offering (within the meaning of Section 4 of the Securities Act). We expect to be treated as a publicly offered regulated investment company in the current taxable year but there can be no assurance that we will qualify as a publicly offered regulated investment company for any of our taxable years. If we are not treated as a publicly offered regulated investment company for a taxable year, for purposes of computing the taxable income of U.S. shareholders that are individuals, trusts or estates, (a) our earnings will be computed without taking into account such U.S. shareholders’ allocable shares of the base management fee and incentive fee paid to our investment adviser and certain of our other expenses, (b) each such U.S. shareholder will be treated as having received or accrued a dividend from us in the amount of such U.S. shareholder’s allocable share of these fees and expenses for

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such taxable year, (c) each such U.S. shareholder will be treated as having paid or incurred such U.S. shareholder’s allocable share of these fees and expenses for the calendar year and (d) each such U.S. shareholder’s allocable share of these fees and expenses will be treated as miscellaneous itemized deductions by such U.S. shareholder. For taxable years beginning before 2026, miscellaneous itemized deductions generally are not deductible by a U.S. shareholder that is an individual, trust or estate. For taxable years beginning in 2026 or later, miscellaneous itemized deductions generally are deductible by a U.S. shareholder that is an individual, trust or estate only to the extent that the aggregate of such U.S. shareholder’s miscellaneous itemized deductions exceeds 2% of such U.S. shareholder’s adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the alternative minimum tax and are subject to the overall limitation on itemized deductions under Section 68 of the Code.

Sale or Other Disposition of Our Common Shares

A U.S. shareholder generally will recognize taxable gain or loss if the U.S. shareholder sells or otherwise disposes of such shareholder’s Common Shares. The amount of gain or loss will be measured by the difference between a U.S. shareholder’s adjusted tax basis in our Common Shares sold or otherwise disposed of and the amount of the proceeds received in exchange. Any gain or loss arising from such sale or other disposition generally will be treated as long-term capital gain or loss if a U.S. shareholder has held our Common Shares for more than one year. Otherwise, such gain or loss will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of Common Shares in which a U.S. shareholder has a holding period of six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of Common Shares may be disallowed if substantially identical stock or securities are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition.

In general, U.S. shareholders that are individuals, trusts or estates currently are taxed at preferential rates on their net capital gain. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. Corporate U.S. shareholders currently are subject to U.S. federal income tax on net capital gain at the maximum 21% rate also applied to ordinary income. Non-corporate U.S. shareholders (including individuals) with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate U.S. shareholder (including an individual) in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate U.S. shareholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years.

Legislation requires reporting of adjusted cost basis information for covered securities, which generally include shares of a RIC, to the Internal Revenue Service and to taxpayers. Shareholders should contact their financial intermediaries with respect to reporting of cost basis and available elections for their accounts.

Information Reporting and Backup Withholding

We will send to each of our U.S. shareholders, after the end of each calendar year, a notice providing, on a per share and per distribution basis, the amounts includible in such U.S. shareholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the U.S. federal tax status of each year’s distributions generally will be reported to the IRS. Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. shareholder’s particular situation.

We may be required to withhold U.S. federal income tax (“backup withholding”) from all taxable distributions to a U.S. shareholder (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such shareholder is exempt from backup withholding or (2) with respect to whom the IRS notifies us that such shareholder is subject to backup withholding. An individual’s taxpayer identification number is their social security number. Backup withholding is not an additional tax. Any amount withheld under backup withholding is allowed as a credit against the U.S. shareholder’s U.S. federal income tax liability and may entitle such shareholder to a refund, provided that proper information is timely provided to the IRS.

Medicare Tax on Net Investment Income

Non-corporate U.S. shareholders generally are subject to a 3.8% Medicare surtax on their “net investment income,” the calculation of which includes interest income and OID, any taxable gain from the disposition of our Common Shares and any distributions on our Common Shares (including the amount of any deemed distribution) to the extent such distribution is treated as a

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dividend or as capital gain (as described above under “Taxation of U.S. Shareholders — Distributions on Our Common Shares”). Non-corporate U.S. shareholders should consult their own tax advisors on the effect of acquiring, holding and disposing of our Common Shares, on the computation of “net investment income” in their individual circumstances.

Disclosure of Certain Recognized Losses.

Under U.S. Treasury regulations, if a U.S. shareholder recognizes a loss with respect to either our Common Shares of $2 million or more for a non-corporate U.S. shareholder or $10 million or more for a corporate U.S. shareholder in any single taxable year, such shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of certain “portfolio securities” in many cases are excepted from this reporting requirement, but under current guidance, equity owners of a RIC are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Significant monetary penalties apply to a failure to comply with this reporting requirement. States may also have a similar reporting requirement. U.S. shareholders should consult their own tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Taxation of Non-U.S. Shareholders

The following discussion applies only to persons that are non-U.S. shareholders. If you are not a non-U.S. shareholder, this discussion does not apply to you.

Whether an investment in our Common Shares is appropriate for a non-U.S. shareholder will depend upon that shareholder’s particular circumstances. An investment in our Common Shares by a non-U.S. shareholder may have adverse tax consequences and, accordingly, may not be appropriate for a non-U.S. shareholder. Non-U.S. shareholders should consult their own tax advisors as to the tax consequences of acquiring, holding and disposing of our Common Shares before investing.

Distributions on, and Sale or Other Disposition of, Our Common Shares

Distributions of our investment company taxable income to non-U.S. shareholders will be subject to U.S. withholding tax at a rate of 30% (unless lowered or eliminated by an applicable income tax treaty) to the extent payable from our current and accumulated earnings and profits unless an exception applies.

Actual or deemed distributions of our net capital gain to a non-U.S. shareholder, and gains recognized by a non-U.S. shareholder upon the sale of our Common Shares, will not be subject to withholding of U.S. federal income tax and generally will not be subject to U.S. federal income tax unless the non-U.S. shareholder is an individual, has been present in the United States for 183 days or more during the taxable year, and certain other conditions are satisfied. Non-U.S. shareholders of our Common Shares are encouraged to consult their own advisors as to the applicability of an income tax treaty in their individual circumstances.

In addition to the exemption from withholding for actual or deemed distributions of our net capital gain, in general, no U.S. source withholding taxes will be imposed on dividends paid by RICs to non- U.S. shareholders to the extent the dividends are designated as “interest-related dividends” or “short-term capital gain dividends.” Under this exemption, interest-related dividends and short-term capital gain dividends generally represent distributions of interest or short-term capital gain that would not have been subject to U.S. withholding tax at the source if they had been received directly by a non-U.S. shareholder, and that satisfy certain other requirements. We expect that a portion of our dividends will qualify as interest-related dividends, although we cannot assure you the exact proportion that will so qualify. A withholding agent may nonetheless apply withholding tax on the entirety of our dividends.

If we retain our net capital gain and treat it as a deemed distribution, we will pay a corporate level tax on such retained amount. As a result, a non-U.S. shareholder will be entitled to a U.S. federal income tax credit or tax refund equal to the non-U.S. shareholder’s allocable share of the tax we pay on the capital gain deemed to have been distributed.

In order to obtain a refund of taxes withheld or taxes paid by us as a result of a deemed distributed capital gain, the non-U.S. shareholder must obtain a U.S. taxpayer identification number (if one has not been previously obtained) and file a U.S. federal income tax return even if the non-U.S. shareholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return.

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We have the ability to declare a large portion of a distribution in Common Shares. As long as a portion of such dividend is paid in cash and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, our non-U.S. shareholders will be taxed on 100% of the fair market value of the dividend on the date the dividend is received in the same manner as a cash dividend (including the application of withholding tax rules described above), even if most of the dividend is paid in Common Shares. In such a circumstance, we may be required to withhold all or substantially all of the cash we would otherwise distribute to a non-U.S. shareholder.

Non-U.S. shareholders are urged to consult their tax advisors with respect to the U.S. federal income and withholding tax consequences of an investment in our Common Shares.

Information Reporting and Backup Withholding

A non-U.S. shareholder who is otherwise subject to withholding of U.S. federal income tax, may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the non-U.S. shareholder provides us or the dividend paying agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. shareholder or otherwise establishes an exemption from backup withholding.

Withholding and Information Reporting on Financial Accounts

Pursuant to Sections 1471 to 1474 of the Code and the U.S. Treasury regulations thereunder, the relevant withholding agent generally will be required to withhold 30% of any dividends paid on our Common Shares to: (i) a foreign financial institution unless such foreign financial institution agrees to verify, report and disclose its U.S. accountholders and meets certain other specified requirements or (ii) a non-financial foreign entity that is the beneficial owner of the payment unless such entity certifies that it does not have any substantial U.S. owners or provides the name, address and taxpayer identification number of each substantial U.S. owner and such entity meets certain other specified requirements or is subject to an applicable “intergovernmental agreement.” If payment of this withholding tax is made, non-U.S. shareholders that are otherwise eligible for an exemption from, or reduction of, U.S. federal withholding taxes with respect to such dividends will be required to seek a credit or refund from the IRS to obtain the benefit of such exemption or reduction. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. Certain jurisdictions have entered into agreements with the United States that may supplement or modify these rules. Non-U.S. shareholders should consult their own tax advisors regarding the particular consequences to them of this legislation and guidance. We will not pay any additional amounts in respect of any amounts withheld.

Non-U.S. shareholders are urged to consult their tax advisors with respect to the U.S. federal income and withholding tax consequences, and state, local and non-U.S. tax consequences, of an investment in our Common Shares.

Other Taxation

Shareholders may be subject to state, local and foreign taxes on their distributions from our Common Shares. Shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in our Common Shares.

SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE FUND, INCLUDING THE STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES OF AN INVESTMENT IN OUR COMMON SHARES.

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ERISA CONSIDERATIONS

Each prospective investor that is, or is acting on behalf of, any (i) “employee benefit plan” (within the meaning of Section 3(3) of ERISA) subject to Title I of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code, subject to Section 4975 of the Code (including for e.g., IRA and a “Keogh” plan), (iii) plan, account or other arrangement that is subject to provisions under any Similar Laws, or (iv) entity whose underlying assets are considered to include the assets of any of the foregoing described in clauses (i), (ii) and (iii), pursuant to ERISA or otherwise (each of the foregoing described in clauses (i), (ii), (iii) and (iv) referred to herein as a “Plan”), must independently determine that our Common Shares are an appropriate investment, taking into account its obligations under ERISA, the Code and applicable Similar Laws.

General Fiduciary Matters

ERISA and Section 4975 of the Code impose certain duties on persons who are fiduciaries of a Plan which is a Benefit Plan Investor (defined below) and prohibit certain transactions involving the assets of a Benefit Plan Investor and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of a Benefit Plan Investor or the management or disposition of the assets of such a Benefit Plan Investor, or who renders investment advice for a fee or other compensation to a Benefit Plan Investor, is generally considered to be a fiduciary of the Benefit Plan Investor.

In contemplating an investment in the Fund, each fiduciary of the Plan who is responsible for making such an investment should carefully consider, taking into account the objectives, circumstances, and needs of the Plan, whether such investment is consistent with the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, Section 4975 of the Code and any other applicable Similar Laws.

Furthermore, absent an exemption, the fiduciaries of a Benefit Plan Investor should not invest in the Fund with the assets of such Benefit Plan Investor if our investment adviser or any of its affiliates is a fiduciary with respect to such assets of the Plan. The fiduciary of a Benefit Plan Investor that proposes to purchase or hold any Common Shares should also consider, among other things, whether such purchase and holding may involve the sale or exchange of any property between a Benefit Plan Investor and a party in interest or disqualified person, or the transfer to, or use by or for the benefit of, a party in interest or disqualified person, of any “plan assets” of the Benefit Plan Investor. Prohibited Transaction Class Exemption (“PTCE”) 91-38 (relating to investments by bank collective investment funds), PTCE 84-14 (relating to Title I transactions effected by a “qualified professional asset manager”), PTCE 95-60 (relating to investments by an insurance company general account), PTCE 96-23 (relating to transactions directed by an in-house asset manager), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), or another exemption may be available to exempt a transaction from the prohibited transaction provisions of ERISA or and Section 4975 of the Code. However, there can be no assurance that any of the foregoing exemptions or any other class, administrative or statutory exemption will be available with respect to the purchase, holding, or sale of Common Shares.

Plan Assets

Under ERISA and the Plan Asset Regulations, when a Benefit Plan Investor invests in an equity interest of an entity that is neither a “publicly offered security” (within the meaning of the Plan Asset Regulations) nor a security issued by an investment company registered under the Investment Company Act, the Benefit Plan Investor’s assets include both the equity interest and an undivided interest in each of the entity’s underlying assets, unless it is established that the entity is an “operating company” or that equity participation in the entity by Benefit Plan Investors is not “significant” (each within the meaning of the Plan Asset Regulations). The term “Benefit Plan Investor” is defined in the Plan Asset Regulations to include (a) any employee benefit plan (as defined in section 3(3) of ERISA) subject to the provisions of Title I of ERISA, (b) any plan described in section 4975(e)(1) of the Code subject to Section 4975 of the Code, and (c) any entity whose underlying assets include plan assets by reason of such an employee benefit plan’s or plan’s investment in the entity.

Under the Plan Asset Regulations, equity participation in an entity by Benefit Plan Investors is “significant” on any date if, immediately after the most recent acquisition of any equity interest in the entity, 25% or more of the total value of any class of equity interests is held by Benefit Plan Investors. For purposes of this determination, the value of equity interests held by a person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the entity or that provides investment

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advice for a fee (direct or indirect) with respect to such assets (or any affiliate of such a person) is disregarded (each such person, a “Controlling Person”). A “publicly offered security” is defined under the Plan Asset Regulations as a security that is (a) “freely transferable”, (b) part of a class of securities that is “widely held,” and (c) (i) sold to the plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act and is part of a class of securities that is registered under the Exchange Act within 120 days after the end of the fiscal year of the issuer during which the offering of such securities to the public has occurred, or (ii) is part of a class of securities that is registered under Section 12 of the Exchange Act.

If the assets of the Fund were deemed to be “plan assets” under the Plan Asset Regulations, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by the Fund, and (ii) the possibility that certain transactions in which the Fund might seek to engage could constitute “prohibited transactions” under ERISA and the Code. If a prohibited transaction occurs for which no exemption is available, our investment adviser and/or any other fiduciary that has engaged in the prohibited transaction could be required to (i) restore to the Benefit Plan Investor any profit realized on the transaction and (ii) reimburse the Benefit Plan Investor for any losses suffered by the Benefit Plan Investor as a result of the investment. In addition, each disqualified person (within the meaning of Section 4975 of the Code) involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100%. Fiduciaries of a Benefit Plan Investor who decide to invest in the Fund could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment in the Fund or as co-fiduciaries for actions taken by or on behalf of the Fund or our investment adviser. With respect to an IRA that invests in the Fund, the occurrence of a prohibited transaction involving the individual who established the IRA, or their beneficiaries, would cause the IRA to lose its tax-exempt status.

Accordingly, for so long as the shares of the Fund are not considered “publicly offered securities” within the meaning of the Plan Asset Regulations, the Fund intends to limit Benefit Plan Investors’ investments in each class of shares of the Fund to less than 25%, disregarding equity interests held by Controlling Persons, within the meaning of the Plan Asset Regulations. In this respect, in order to avoid the possibility that our assets could be treated as “plan assets,” within the meaning of the Plan Asset Regulations, we may require any person proposing to acquire Common Shares to furnish such information as may be necessary to determine whether such person is a Benefit Plan Investor or a Controlling Person.

In addition, we have the power to (a) exclude any common shareholder or potential common shareholder from purchasing Common Shares; (b) prohibit any redemption of Common Shares; and (c) redeem some or all Common Shares held by any holder if, and to the extent that, our Board of Trustees determines that there is a substantial likelihood that such holder’s purchase, ownership or redemption of Common Shares would result in (i) our assets to be characterized as “plan assets,” subject to the fiduciary responsibility or prohibited transaction provisions of ERISA, Section 4975 of the Code or any provisions of any Similar Laws or (ii) the Fund, our investment adviser or any affiliates thereof to be considered a fiduciary of any common shareholder for purposes of the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA, Section 4975 of the Code or any applicable Similar Laws, and all Common Shares shall be subject to such terms and conditions.

Similar Law

Plans that are governmental plans, certain church plans, and non-U.S. plans may not be subject to the fiduciary responsibility or prohibited transaction rules of ERISA or Section 4975 of the Code, but may be subject to Similar Laws which may affect their investment in Common Shares. Fiduciaries of any such Plans should consult with counsel in connection with an investment in Common Shares.

Reporting of Indirect Compensation

Certain Benefit Plan Investors subject to Title I of ERISA are required to file annual reports (Form 5500) with the Department of Labor regarding their assets, liabilities and expenses. To facilitate compliance with these requirements it is noted that the descriptions contained in this prospectus of fees and compensation, including the management fee and incentive compensation payable to the investment adviser, are intended to satisfy the disclosure requirements for “eligible indirect compensation” for which the alternative reporting option on Schedule C of Form 5500 may be available.

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CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR

Our securities are held under a custody agreement by U.S. Bank Trust Company, National Association. The address of the custodian is 60 Livingston Avenue, Saint Paul, MN 55107. SS&C GIDS, Inc. acts as the transfer agent, dividend paying agent and registrar for our Common Shares. The principal business address of the transfer agent is 333 West 11th Street, Kansas City, MO 64105.

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BROKERAGE ALLOCATION AND OTHER PRACTICES

Since we generally acquire and dispose of our investments in privately negotiated transactions, we infrequently use brokers in the normal course of our business. Subject to policies established by our Board of Trustees, if any, our investment adviser will be primarily responsible for the execution of any publicly traded securities portfolio transactions and the allocation of brokerage commissions. Our investment adviser does not expect to execute transactions through any particular broker or dealer, but will seek to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. While our investment adviser generally will seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, our investment adviser may select a broker based partly upon brokerage or research services provided to it and us and any other clients. In return for such services, we may pay a higher commission than other brokers would charge if our investment adviser determines in good faith that such commission is reasonable in relation to the services provided.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP, located at 550 South Hope Street, Suite 1500, Los Angeles, California 90071, is the independent registered public accounting firm of the Fund.

The audited consolidated financial statements of the Fund included in this prospectus have been so included in reliance on the report of KPMG LLP, an independent registered public accounting firm whose report thereon is included elsewhere in this prospectus, given on the authority of said firm as experts in auditing and accounting.

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LEGAL MATTERS

Certain legal matters in connection with our Common Shares have been passed upon for the Fund by Richards, Layton & Finger, P.A., Wilmington, Delaware. Kirkland & Ellis LLP, Los Angeles, CA and New York, NY, acts as counsel to the Fund.

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AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form N-2, together with all amendments and related exhibits, under the Securities Act, with respect to the securities offered by this prospectus. The registration statement contains additional information about us and the securities being offered by this prospectus.

We file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act. This information is available free of charge by calling us collect at 866-324-7348, by sending an e-mail to us at wmsoperations@aresmgmt.com or on our website at https://www.areswms.com/solutions/asif/. Information contained on our website is not incorporated into this prospectus and you should not consider such information to be part of this prospectus. The SEC maintains an internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC, which are available on the SEC’s website at http://www.sec.gov. In addition, each of our and our investment adviser’s code of ethics is also available on the EDGAR Database http://www.sec.gov, and copies of these codes of ethics may be obtained, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (KPMG LLP, Los Angeles, California, PCAOB ID 185)	F-2
Consolidated Statement of Assets and Liabilities as of December 31, 2024 and 2023	F-4
Consolidated Statement of Operations for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022	F-5
Consolidated Schedules of Investments as of December 31, 2024 and 2023	F-6
Consolidated Statement of Changes in Net Assets for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022	F-57
Consolidated Statement of Cash Flows for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022	F-58
Notes to Consolidated Financial Statements	F-59

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Report of Independent Registered Public Accounting Firm

To the shareholders and Board of Trustees

Ares Strategic Income Fund:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of Ares Strategic Income Fund (the Fund), including the consolidated schedules of investments, as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in net assets, and cash flows for the years ended December 31, 2024 and 2023 and for the period from December 5, 2022 (commencement of operations) to December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023 and for the period from December 5, 2022 (commencement of operations) to December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of securities owned as of December 31, 2024 and 2023 by correspondence with the custodians, agent banks, and brokers, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair value of investments without a readily available market value

As discussed in Notes 2 and 4 to the consolidated financial statements, the Fund measures investments at fair value using unobservable inputs and assumptions when there is not a readily available market value.

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We identified the evaluation of the fair value of investments without a readily available market value as a critical audit matter. Due to inherent estimation uncertainty, a high degree of subjective auditor judgment was required to assess the judgments used regarding specific valuation assumptions, specifically, market yields used in yield analyses for debt and other interest-bearing investments and market multiples used in determining enterprise values. Changes in these assumptions could have a significant impact on the fair value of investments. Additionally, specialized skills and knowledge were required to evaluate these assumptions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls over the Fund's process to measure the fair value of its investments without a readily available market value. These included controls related to the development of the market yield and market multiples. We also evaluated the Fund's ability to estimate fair value by comparing a selection of prior period fair values to transaction prices of transactions occurring subsequent to the prior period valuation date. To assess management's determination of the market yield and market multiples, for a selection of investments, we assessed these assumptions by using third-party market and industry data. For a selection of the investments, we involved valuation professionals with specialized skills and knowledge, who assisted in:

●

developing a range of market yields and market multiples using market information and comparing them to the assumptions used

●

evaluating the estimate of fair value by developing an independent estimate of fair value based upon independently developed ranges for market yields and market multiples.

/s/ KPMG LLP

We have served as the Fund’s auditor since 2022.

Los Angeles, California

March 10, 2025

F-3

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(in thousands, except per share data)


	As of December 31,
	2024		2023
ASSETS
Investments at fair value
Non-controlled/non-affiliate company investments	$	11,462,556	$	2,577,558
Non-controlled affiliate company investments		86,593		—
Total investments at fair value (amortized cost of $11,482,053 and $2,556,784, respectively)		11,549,149		2,577,558
Cash and cash equivalents		165,777		57,972
Restricted cash		4,650		—
Interest receivable		110,917		18,126
Receivable for open trades		254,059		21,971
Other assets		65,362		29,925
Total assets	$	12,149,914	$	2,705,552
LIABILITIES
Debt	$	4,527,184	$	710,325
Base management fee payable		6,272		1,851
Income based fee payable		15,830		4,606
Capital gains incentive fee payable		13,324		3,162
Interest and facility fees payable		58,448		1,656
Payable for open trades		1,537,150		199,602
Accounts payable and other liabilities		45,218		9,089
Distribution payable		45,138		13,645
Distribution and servicing fee payable		654		224
Total liabilities		6,249,218		944,160
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, par value $0.01 per share, unlimited common shares authorized; 213,687 and 64,721 common shares issued and outstanding, respectively		2,137		647
Capital in excess of par value		5,797,967		1,719,185
Accumulated undistributed earnings		100,592		41,560
Total net assets		5,900,696		1,761,392
Total liabilities and net assets	$	12,149,914	$	2,705,552

NET ASSET VALUE PER SHARE
Class I Shares:
Net assets	$	4,761,183	$	1,413,632
Common shares outstanding ($0.01 par value, unlimited shares authorized)		172,421		51,943
Net asset value per share	$	27.61	$	27.22
Class S Shares:
Net assets	$	814,414	$	298,608
Common shares outstanding ($0.01 par value, unlimited shares authorized)		29,493		10,972
Net asset value per share	$	27.61	$	27.22
Class D Shares:
Net assets	$	325,099	$	49,152
Common shares outstanding ($0.01 par value, unlimited shares authorized)		11,773		1,806
Net asset value per share	$	27.61	$	27.22

See accompanying notes to consolidated financial statements.

F-4

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands)


					For the period from
					December 5, 2022
					(commencement of
	For the Year Ended		For the Year Ended		operations) to
	December 31, 2024		December 31, 2023		December 31, 2022
INVESTMENT INCOME:
From non-controlled/non-affiliate company investments:
Interest income	$	529,824	$	108,040	$	183
Dividend income		6,650		277		—
Other income		13,636		1,492		—
Total investment income from non-controlled/non-affiliate company investments		550,110		109,809		183
From non-controlled affiliate company investments:
Interest income		4,038		—		—
Other income		61		—		—
Total investment income from non-controlled affiliate company investments		4,099		—		—
Total investment income		554,209		109,809		183
EXPENSES:
Interest and credit facility fees		141,497		24,798		118
Base management fee		46,991		9,713		130
Income based fee		43,324		7,622		—
Capital gains incentive fee		10,219		3,162		—
Offering expenses		3,864		4,123		—
Shareholder servicing and distribution fees
Class S		5,028		657		—
Class D		364		36		—
Administrative and other fees		5,794		3,018		—
Organization expenses		—		—		788
Other general and administrative		8,686		4,009		404
Total expenses		265,767		57,138		1,440
Expense support (Note 3)		(36,744)		(16,762)		(1,449)
Net expenses		229,023		40,376		(9)
NET INVESTMENT INCOME BEFORE INCOME TAXES		325,186		69,433		192
Income tax expense, including excise tax		787		946		9
NET INVESTMENT INCOME		324,399		68,487		183
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gains (losses):
Non-controlled/non-affiliate company investments		16,710		6,381		54
Non-controlled affiliate company investments		1		—		—
Foreign currency transactions		1,203		(126)		—
Net realized gains		17,914		6,255		54
Net unrealized gains (losses):
Non-controlled/non-affiliate company investments		49,237		20,415		(311)
Non-controlled affiliate company investments		4,220		—		—
Foreign currency transactions		10,346		(1,118)		—
Net unrealized gains (losses)		63,803		19,297		(311)
Net realized and unrealized gains (losses) on investments and foreign currency transactions		81,717		25,552		(257)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	406,116	$	94,039	$	(74)

See accompanying notes to consolidated financial statements.

F-5

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread⁽³⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
Software and Services
Access CIG, LLC	First lien senior secured loan	9.59	%	SOFR (Q)	5.00	%		08/2028		$	33,812.6	$	33,697.7	$	34,108.5	⁽²⁾⁽⁷⁾
Actfy Buyer, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%		05/2031			29,925.0		29,383.8		29,925.0	^(2)(7)(12)
Activate Holdings (US) Corp. and CrossPoint Capital AS SPV, LP ⁽¹⁰⁾	First lien senior secured loan	9.58	%	SOFR (Q)	5.25	%		07/2030			20,762.4		20,394.1		20,762.4	^{(2)(5)(7)(12)}
	Limited partnership interests						10/2023		100,000				110.5		143.7	^(2)(5)(12)
													20,504.6		20,906.1
AI Titan Parent, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%		08/2031			53,245.3		52,738.9		52,712.8	^(2)(7)(12)
Applied Systems, Inc.	First lien senior secured loan	7.33	%	SOFR (Q)	3.00	%		02/2031			22,937.4		22,965.6		23,143.4	⁽²⁾
Aptean, Inc. and Aptean Acquiror Inc. ⁽¹⁰⁾	First lien senior secured loan	9.58	%	SOFR (Q)	5.00	%		01/2031			39,005.4		38,678.2		39,005.4	^(2)(7)(12)
Artifact Bidco, Inc. ⁽¹⁰⁾	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%		07/2031			24,848.9		24,615.8		24,848.9	^(2)(7)(12)
Asurion, LLC	First lien senior secured loan	7.72	%	SOFR (M)	3.25	%		12/2026			26,212.8		26,202.3		26,186.0	⁽²⁾
	First lien senior secured loan	7.72	%	SOFR (M)	3.25	%		07/2027			13,870.0		13,830.0		13,824.5	⁽²⁾
													40,032.3		40,010.5
BCPE Pequod Buyer, Inc. ⁽¹⁰⁾	First lien senior secured loan	7.81	%	SOFR (Q)	3.50	%		11/2031			30,048.0		29,897.8		30,268.0
BCTO Ignition Purchaser, Inc.	First lien senior secured loan	13.63	%PIK	SOFR (Q)	9.00	%		10/2030			18,115.4		17,767.8		18,115.4	^{(2)(5)(7)(12)}
BEP Intermediate Holdco, LLC	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		04/2031			19,259.4		19,287.9		19,367.9	⁽²⁾
Bizzdesign Holding BV	First lien senior secured loan	9.20	%	Euribor (Q)	6.50	%		10/2031			2,847.5		2,814.3		2,847.5	^{(2)(5)(7)(12)}
Bobcat Purchaser, LLC and Bobcat Topco, L.P^.(10)	First lien senior secured loan	9.07	%	SOFR (Q)	4.75	%		06/2030			13,236.7		12,979.0		13,236.7	^(2)(7)(12)
	Class A-1 units						06/2023		113,541				113.5		115.2	⁽¹²⁾
													13,092.5		13,351.9
Boost Newco Borrower, LLC	First lien senior secured loan	6.83	%	SOFR (Q)	2.50	%		01/2031			22,344.0		22,374.6		22,432.5	⁽²⁾
Cast & Crew LLC	First lien senior secured loan	8.11	%	SOFR (M)	3.75	%		12/2028			9,974.3		9,721.8		9,651.7	⁽²⁾⁽⁷⁾
CBTS Borrower, LLC and CBTS TopCo, L.P. ⁽¹⁰⁾	First lien senior secured loan	12.50	%	SOFR (Q)	8.00	%		12/2030			7,700.0		7,320.3		7,315.0	^(7)(12)
	Series A-2 preferred shares						12/2024		1,200,000				1,200.0		1,200.0	⁽¹²⁾
													8,520.3		8,515.0
CCC Intelligent Solutions Inc.	First lien senior secured loan	6.72	%	SOFR (M)	2.25	%		09/2028			10,929.3		10,940.0		10,960.6	^(2)(5)(7)
Centralsquare Technologies, LLC and Supermoose Newco, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan							04/2030			—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	10.63	%	SOFR (M)	6.25	%		04/2030			38,765.9		37,933.8		38,765.9	^(2)(7)(12)
		(3.50	%PIK)
	Series A preferred stock	15.00	%PIK				04/2024		22,759				24,610.9		25,293.7	^(2)(12)
													62,544.7		64,059.6
Cloud Software Group, Inc. and Picard Parent, Inc.	First lien senior secured loan	7.83	%	SOFR (Q)	3.50	%		03/2029			55,291.9		54,057.9		55,411.4	⁽²⁾⁽⁷⁾
	First lien senior secured loan	8.08	%	SOFR (Q)	3.75	%		03/2031			54,517.2		54,415.5		54,633.9	⁽²⁾⁽⁷⁾
	First lien senior secured notes	8.25	%					06/2032			100.0		100.0		103.1	⁽²⁾
	Second lien senior secured notes	9.00	%					09/2029			13,100.0		13,100.0		13,300.3	⁽²⁾
													121,673.4		123,448.7
Conservice Midco, LLC	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%		05/2027			36,118.3		36,128.4		36,344.0	⁽²⁾
	Second lien senior secured loan	9.61	%	SOFR (M)	5.25	%		05/2028			17,234.2		17,234.2		17,234.2	^(2)(12)
													53,362.6		53,578.2
Coupa Holdings, LLC and Coupa Software Incorporated ⁽¹⁰⁾	First lien senior secured loan	10.09	%	SOFR (Q)	5.50	%		02/2030			4,567.2		4,483.0		4,567.2	^(2)(7)(12)
Databricks, Inc. ⁽¹⁰⁾	First lien senior secured loan	8.81	%	SOFR (S)	4.50	%		12/2030			3,278.7		3,262.3		3,262.3	⁽¹²⁾
Diligent Corporation ⁽¹⁰⁾	First lien senior secured revolving loan							08/2030			—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	10.09	%	SOFR (S)	5.00	%		08/2030			20,988.5		20,848.0		20,988.5	^(2)(7)(12)
													20,848.0		20,988.5
DriveCentric Holdings, LLC ⁽¹⁰⁾	First lien senior secured loan	9.27	%	SOFR (Q)	4.75	%		08/2031			16,646.0		16,488.6		16,479.6	^(2)(7)(12)
Echo Purchaser, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	12.00	%	Base Rate (Q)	4.50	%		11/2029			2,704.5		2,639.9		2,704.5	^(2)(7)(12)
	First lien senior secured loan	9.86	%	SOFR (M)	5.50	%		11/2029			25,987.5		25,563.5		25,987.5	^(2)(7)(12)
													28,203.4		28,692.0
ECi Macola/MAX Holding, LLC	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%		05/2030			13,310.6		13,357.9		13,424.3	⁽²⁾⁽⁷⁾
Eclipse Topco, Inc., Eclipse Investor Parent, L.P. and Eclipse Buyer, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.26	%	SOFR (M)	4.75	%		09/2031			116,367.5		115,257.0		115,203.8	^(2)(7)(12)
	Preferred units	12.50	%PIK				09/2024		304				3,098.9		3,096.5	^(2)(12)
	Class A common units						09/2024		261				261.0		261.0	^(2)(12)
													118,616.9		118,561.3
Edmunds Govtech, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	8.33	%	SOFR (Q)	4.00	%		02/2030			301.4		296.3		301.4	^(2)(7)(12)
	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%		02/2031			3,122.9		3,068.0		3,122.9	^(2)(7)(12)
													3,364.3		3,424.3
Ensono, Inc.	First lien senior secured loan	8.47	%	SOFR (M)	4.00	%		05/2028			33,339.6		33,093.1		33,291.9	⁽²⁾⁽⁷⁾
Epicor Software Corporation	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%		05/2031			38,767.3		38,721.2		39,013.5	⁽²⁾⁽⁷⁾
eResearch Technology, Inc.	First lien senior secured loan	8.36	%	SOFR (M)	4.00	%		02/2027			73,056.4		72,289.6		73,444.3	⁽²⁾⁽⁷⁾
	Second lien senior secured loan	12.46	%	SOFR (M)	8.00	%		02/2028			8,904.5		8,506.1		8,904.5	^(2)(12)
													80,795.7		82,348.8
Finastra USA, Inc., DH Corporation/Societe DH, and Finastra Europe S.A R.L. ⁽¹⁰⁾	First lien senior secured loan	11.65	%	SOFR (Q)	7.25	%		09/2029			22,480.5		22,127.0		22,480.5	^{(2)(5)(7)(12)}
Genesys Cloud Services Holdings I, LLC	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		12/2027			31,815.5		31,846.4		32,054.1	⁽²⁾⁽⁷⁾
Guidepoint Security Holdings, LLC ⁽¹⁰⁾	First lien senior secured loan	10.36	%	SOFR (M)	6.00	%		10/2029			6,070.2		5,973.6		6,070.2	^(2)(7)(12)
	First lien senior secured loan	10.36	%	SOFR (M)	6.00	%		10/2029			2,164.2		2,131.8		2,164.2	^(7)(12)
													8,105.4		8,234.4

See accompanying notes to consolidated financial statements.

F-6

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Hakken Midco B.V. ⁽¹⁰⁾	First lien senior secured loan	10.80	%	Euribor (S)	7.25	%		07/2030		4,732.3		4,889.4		4,732.3	^{(2)(5)(7)(12)}
Hyland Software, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan							09/2029		—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	10.36	%	SOFR (M)	6.00	%		09/2030		23,658.1		23,367.4		23,658.1	^(2)(7)(12)
												23,367.4		23,658.1
Icefall Parent, Inc. ⁽¹⁰⁾	First lien senior secured loan	10.86	%	SOFR (M)	6.50	%		01/2030		11,140.8		10,951.6		11,140.8	^(7)(12)
Idemia Group S.A.S.	First lien senior secured loan	8.58	%	SOFR (Q)	4.25	%		09/2028		3,950.2		3,921.5		3,989.7	^(2)(5)(7)
Idera, Inc.	First lien senior secured loan	8.07	%	SOFR (Q)	3.50	%		03/2028		12,277.3		12,110.1		12,034.8	⁽²⁾⁽⁷⁾
Imprivata, Inc.	First lien senior secured loan	8.09	%	SOFR (Q)	3.50	%		12/2027		21,285.3		21,370.9		21,391.8	⁽²⁾⁽⁷⁾
Inmar, Inc.	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%		10/2031		17,282.3		17,197.6		17,309.3	⁽²⁾⁽⁷⁾
Instructure Holdings, INC.	First lien senior secured loan	7.52	%	SOFR (Q)	3.00	%		11/2031		32,000.0		31,983.7		32,089.9	⁽²⁾⁽⁵⁾
	First lien senior secured loan	9.52	%	SOFR (Q)	5.00	%		11/2032		1,000.0		1,012.5		1,013.8	⁽⁵⁾
												32,996.2		33,103.7
Internet Truckstop Group LLC⁽¹⁰⁾	First lien senior secured loan	10.48	%	SOFR (Q)	6.00	%		04/2027		33,285.0		33,014.6		32,952.1	^(2)(7)(12)
Leia Finco US LLC	First lien senior secured loan	7.89	%	SOFR (Q)	3.25	%		10/2031		23,400.0		23,265.9		23,359.8	⁽²⁾⁽⁵⁾
	Second lien senior secured loan	9.89	%	SOFR (Q)	5.25	%		10/2032		12,962.0		12,753.8		12,810.7	⁽²⁾⁽⁵⁾
												36,019.7		36,170.5
Magellan Topco ⁽¹⁰⁾	First lien senior secured loan	9.14	%	Euribor (Q)	6.25	%		10/2031		862.9		879.2		862.9	^{(2)(5)(7)(12)}
Marcel Bidco LLC	First lien senior secured loan	7.81	%	SOFR (M)	3.50	%		11/2030		11,541.4		11,494.5		11,685.6	^{(2)(5)(7)(12)}
McAfee Corp.	First lien senior secured loan	7.37	%	SOFR (S)	3.00	%		03/2029		25,373.1		25,367.6		25,366.8	⁽²⁾⁽⁷⁾
Mermaid Bidco Inc.	First lien senior secured loan	7.80	%	SOFR (Q)	3.25	%		07/2031		18,795.5		18,811.7		18,877.9	⁽²⁾
Metatiedot Bidco OY and Metatiedot US, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	8.49	%	Euribor (Q)	5.50	%		11/2030		200.2		184.4		180.4	^{(2)(5)(7)(12)}
	First lien senior secured loan	8.49	%	Euribor (Q)	5.50	%		11/2031		6,510.4		6,527.6		6,397.8	^{(2)(5)(7)(12)}
	First lien senior secured loan	10.02	%	SOFR (Q)	5.50	%		11/2031		4,671.9		4,602.7		4,601.8	^{(2)(5)(7)(12)}
												11,314.7		11,180.0
MH Sub I, LLC (Micro Holding Corp.)	First lien senior secured loan	8.58	%	SOFR (S)	4.25	%		12/2031		22,876.3		22,418.8		22,654.6	⁽⁷⁾
	First lien senior secured loan	8.82	%	SOFR (M)	4.25	%		05/2028		24,683.0		24,676.9		24,678.5	⁽⁷⁾
												47,095.7		47,333.1
Mitchell International, Inc.	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		06/2031		22,144.5		22,000.9		22,126.3	⁽²⁾⁽⁷⁾
	Second lien senior secured loan	9.61	%	SOFR (M)	5.25	%		06/2032		29,965.0		29,738.3		29,571.9	⁽²⁾⁽⁷⁾
												51,739.2		51,698.2
Mosel Bidco SE	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%		09/2030		8,112.1		8,109.2		8,193.2	^{(2)(5)(7)(12)}
Netsmart, Inc. and Netsmart Technologies, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.56% (2.70	%PIK)	SOFR (M)	5.20	%		08/2031		78,642.1		77,903.1		77,855.6	^(2)(7)(12)
North Star Acquisitionco, LLC and Toucan Bidco Limited ⁽¹⁰⁾	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%		05/2029		12,571.4		12,516.9		12,553.9	^{(2)(5)(7)(12)}
	First lien senior secured loan	9.45	%	NIBOR (Q)	4.75	%		05/2029		2,360.4		2,436.2		2,360.4	^(2)(5)(12)
	First lien senior secured loan	9.45	%	SONIA (Q)	4.75	%		05/2029		1,534.5		1,534.4		1,534.5	^{(2)(5)(7)(12)}
	First lien senior secured loan	9.70	%	SONIA (Q)	5.00	%		05/2029		708.7		705.6		701.4	^{(2)(5)(7)(12)}
												17,193.1		17,150.2

See accompanying notes to consolidated financial statements.

F-7

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Open Text Corporation	First lien senior secured loan	6.11	%	SOFR (M)	1.75	%		01/2030		8,008.1		8,008.1		8,004.1	⁽⁵⁾⁽⁷⁾
Particle Luxembourg S.a.r.l.	First lien senior secured loan	8.42	%	SOFR (M)	4.00	%		03/2031		9,528.0		9,551.3		9,593.6	⁽²⁾⁽⁵⁾
Planview Parent, Inc.	First lien senior secured loan	7.83	%	SOFR (Q)	3.50	%		12/2027		31,057.2		31,059.2		31,243.8	⁽²⁾
Polaris Newco, LLC	First lien senior secured loan	8.85	%	SOFR (Q)	4.00	%		06/2028		32,946.5		32,826.1		32,980.1	⁽²⁾⁽⁷⁾
Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc.	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%		10/2030		17,000.0		16,957.5		17,098.3	⁽⁷⁾
	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%		10/2030		8,973.3		9,007.0		9,025.2	⁽⁷⁾
												25,964.5		26,123.5
Project Boost Purchaser, LLC	First lien senior secured loan	8.15	%	SOFR (Q)	3.50	%		07/2031		52,769.4		52,692.8		53,081.3	⁽²⁾
	Second lien senior secured loan	9.90	%	SOFR (Q)	5.25	%		07/2032		7,670.2		7,642.5		7,814.0	⁽²⁾
												60,335.3		60,895.3
Proofpoint, Inc.	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		08/2028		60,072.8		60,099.9		60,320.9	⁽²⁾⁽⁷⁾
PushPay USA Inc.	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%		08/2031		31,846.0		31,814.2		32,005.2	^(2)(12)
QBS Parent, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.27	%	SOFR (Q)	4.75	%		11/2031		13,431.2		13,365.5		13,364.0	^(2)(7)(12)
Qualtrics Acquireco, LLC	First lien senior secured loan	7.08	%	SOFR (Q)	2.75	%		06/2030		19,343.3		19,331.7		19,464.2	⁽²⁾
RealPage, Inc.	First lien senior secured loan	8.08	%	SOFR (Q)	3.75	%		04/2028		33,000.0		32,835.0		33,082.5	⁽⁷⁾
	First lien senior secured loan	7.59	%	SOFR (Q)	3.00	%		04/2028		18,929.1		18,813.7		18,873.2	⁽²⁾⁽⁷⁾
												51,648.7		51,955.7
Rocket Software, Inc.	First lien senior secured loan	8.61	%	SOFR (M)	4.25	%		11/2028		30,005.0		30,066.5		30,192.5	⁽²⁾⁽⁷⁾
Runway Bidco, LLC (10)	First lien senior secured loan	9.33	%	SOFR (S)	5.00	%		12/2031		1,946.5		1,927.1		1,927.0	^(2)(7)(12)
Sapphire Software Buyer, Inc. (10)	First lien senior secured loan	9.75% (3.00	%PIK)	SOFR (S)	5.50	%		09/2031		47,334.5		46,881.8		46,861.1	^(2)(7)(12)
Sedgwick Claims Management Services, Inc.	First lien senior secured loan	7.59	%	SOFR (Q)	3.00	%		07/2031		50,382.9		50,360.7		50,634.8	⁽²⁾
Severin Acquisition, LLC (10)	First lien senior secured loan	9.36% (2.25	%PIK)	SOFR (M)	5.00	%		10/2031		112,313.2		111,236.6		111,190.0	^(2)(7)(12)
Sophia, L.P.	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		10/2029		15,202.5		15,139.2		15,289.9	⁽²⁾⁽⁷⁾
	Second lien senior secured loan	9.11	%	SOFR (M)	4.75	%		11/2032		12,000.0		11,970.3		12,200.0	⁽²⁾⁽⁷⁾
												27,109.5		27,489.9
Spaceship Purchaser, Inc. (10)	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%		10/2031		104,275.0		103,263.6		103,232.2	^(2)(7)(12)
Spark Purchaser, Inc. (10)	First lien senior secured loan	9.83	%	SOFR (Q)	5.50	%		04/2031		17,254.1		16,946.0		17,254.1	^(2)(7)(12)
Superman Holdings, LLC (10)	First lien senior secured loan	8.86	%	SOFR (M)	4.50	%		08/2031		39,579.9		39,391.7		39,382.0	^(2)(7)(12)
Tenable Holdings, Inc.	First lien senior secured loan	7.22	%	SOFR (M)	2.75	%		07/2028		5,374.7		5,376.8		5,390.4	^(2)(5)(7)
Transit Technologies LLC (10)	First lien senior secured loan	9.17	%	SOFR (S)	4.75	%		08/2031		10,947.7		10,843.9		10,838.2	^(2)(7)(12)
UserZoom Technologies, Inc.	First lien senior secured loan	12.75	%	SOFR (S)	7.50	%		04/2029		634.4		621.4		628.1	^(2)(7)(12)
Victors Purchaser, LLC and WP Victors Co-Investment, L.P. (10)	First lien senior secured revolving loan	8.26	%	CORRA (Q)	4.75	%		08/2031		1,012.6		948.5		922.4	^(2)(7)(12)
	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%		08/2031		49,849.0		49,377.6		49,350.6	^(2)(7)(12)
	Partnership units						08/2024		1,807,000			1,809.9		1,913.6	^(2)(12)
												52,136.0		52,186.6

See accompanying notes to consolidated financial statements.

F-8

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Viper Bidco, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.52	%	SOFR (S)	5.00	%		11/2031		14,928.7		14,781.8		14,779.4	^(2)(7)(12)
	First lien senior secured loan	9.70	%	SONIA (M)	5.00	%		11/2031		8,634.1		8,613.0		8,547.7	^(2)(7)(12)
												23,394.8		23,327.1
VS Buyer, LLC	First lien senior secured loan	7.12	%	SOFR (M)	2.75	%		04/2031		7,561.5		7,544.4		7,608.7	⁽²⁾
Wellington Bidco Inc. and Wellington TopCo LP ⁽¹⁰⁾	First lien senior secured revolving loan	9.33	%	SOFR (Q)	5.00	%		06/2030		1,189.7		1,111.2		1,189.7	^(2)(7)(12)
	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%		06/2030		51,464.7		50,999.3		51,464.7	^(2)(7)(12)
	Class A-2 preferred units	8.00	%PIK				06/2024		2,106,000			2,203.3		2,188.1	^(2)(12)
												54,313.8		54,842.5
ZocDoc, Inc.	First lien senior secured loan	11.02	%	SOFR (Q)	6.50	%		05/2029		32,500.0		31,146.5		32,500.0	^(7)(12)
Zuora, Inc.	First lien senior secured loan	7.83	%	SOFR (S)	3.50	%		12/2031		20,000.0		19,900.0		19,900.0	⁽¹²⁾

												2,500,140.4		2,516,102.5		42.64	%
Health Care Equipment and Services
Aerin Medical Inc. ⁽¹⁰⁾	First lien senior secured loan	11.06	%	SOFR (S)	6.75	%		12/2030		14,044.1		13,674.7		13,903.7	^(7)(12)
	Series G preferred shares						12/2024		943,034			1,106.0		1,106.2	^(2)(12)
												14,780.7		15,009.9
Agiliti Health, Inc.	First lien senior secured loan	7.38	%	SOFR (Q)	3.00	%		05/2030		17,758.3		17,636.5		17,403.1	⁽²⁾⁽⁵⁾
Amerivet Partners Management, Inc. and AVE Holdings LP ⁽¹⁰⁾	Subordinated loan	16.50	%PIK					12/2030		35,663.0		34,167.3		34,100.7	^(2)(12)
	Class A units						03/2024		1,575			1,575.0		195.4	^(2)(12)
	Class C units						11/2023		3,849			768.4		9.9	^(2)(12)
												36,510.7		34,306.0
Amethyst Radiotherapy Group B.V. ⁽¹⁰⁾	First lien senior secured loan	8.31	%	Euribor (Q)	5.25	%		04/2031		2,070.9		2,077.4		2,070.9	^{(2)(5)(7)(12)}
Artivion, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	8.59	%	SOFR (Q)	4.00	%		01/2030		1,983.0		1,899.6		1,983.0	^{(2)(5)(7)(12)}
	First lien senior secured loan	11.09	%	SOFR (Q)	6.50	%		01/2030		26,884.3		26,317.8		26,884.3	^{(2)(5)(7)(12)}
												28,217.4		28,867.3
athenahealth Group Inc.	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		02/2029		54,425.7		53,703.9		54,483.9	⁽⁷⁾
Avalign Holdings, Inc. and Avalign Technologies, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	10.85	%	SOFR (M)	6.50	%		12/2028		1,032.1		975.3		791.3	^(2)(7)(12)
	First lien senior secured loan	11.76% (3.63	%PIK)	SOFR (Q)	7.25	%		12/2028		26,848.0		26,403.5		24,968.6	^(2)(7)(12)
												27,378.8		25,759.9
Bracket Intermediate Holding Corp.	First lien senior secured loan	8.58	%	SOFR (Q)	4.25	%		05/2028		33,483.7		33,419.1		33,734.8	⁽²⁾⁽⁷⁾
Charlotte Buyer, Inc.	First lien senior secured loan	9.14	%	SOFR (M)	4.75	%		02/2028		17,456.2		17,467.7		17,547.9	⁽²⁾⁽⁷⁾
CNT Holdings I Corp	First lien senior secured loan	8.09	%	SOFR (Q)	3.50	%		11/2027		49,463.4		49,486.7		49,727.5	⁽²⁾⁽⁷⁾
Confluent Medical Technologies, Inc.	First lien senior secured loan	7.85	%	SOFR (Q)	3.25	%		02/2029		30,478.6		30,517.4		30,592.9	⁽²⁾⁽⁷⁾
Cradle Lux Bidco S.A.R.L. ⁽¹⁰⁾	First lien senior secured loan	10.09	%	SOFR (S)	5.50	%		11/2031		3,267.1		3,202.7		3,201.7	^{(2)(5)(7)(12)}
	First lien senior secured loan	8.28	%	Euribor (S)	5.50	%		11/2031		9,190.1		9,189.4		9,006.3	^{(2)(5)(7)(12)}
												12,392.1		12,208.0

See accompanying notes to consolidated financial statements.

F-9

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Electron Bidco Inc.	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%		11/2028		41,900.7		41,878.6		42,021.3	⁽²⁾⁽⁷⁾
Empower Payments Investor, LLC ⁽¹⁰⁾	First lien senior secured loan	8.86	%	SOFR (M)	4.50	%		03/2031		12,233.1		12,016.7		12,233.1	^(2)(7)(12)
Ensemble RCM, LLC	First lien senior secured loan	7.59	%	SOFR (Q)	3.00	%		08/2029		35,127.8		35,100.2		35,351.9	⁽²⁾
Envisage Management Ltd ⁽¹⁰⁾	First lien senior secured loan	9.74% (2.00	%PIK)	SONIA (Q)	5.00	%		04/2031		3,146.9		3,092.7		3,146.9	^{(2)(5)(7)(12)}
	First lien senior secured loan	12.22% (2.00	%PIK)	SONIA (Q)	7.50	%		04/2031		2,258.6		2,262.8		2,258.6	^{(2)(5)(7)(12)}
												5,355.5		5,405.5
Financiere Mendel	First lien senior secured loan	7.77	%	SOFR (Q)	3.25	%		11/2030		7,940.0		7,877.1		7,979.7	⁽⁵⁾
Gainwell Acquisition Corp.	First lien senior secured loan	8.43	%	SOFR (Q)	4.00	%		10/2027		25,453.7		24,640.6		24,598.2	⁽²⁾⁽⁷⁾
Hanger, Inc. ⁽¹⁰⁾	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%		10/2031		58,747.1		58,604.7		59,261.2	⁽²⁾
HuFriedy Group Acquisition LLC ⁽¹⁰⁾	First lien senior secured revolving loan							05/2030		—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	9.99	%	SOFR (Q)	5.50	%		05/2031		56,763.1		55,772.1		56,763.1	^(2)(7)(12)
												55,772.1		56,763.1
Lifepoint Health Inc	First lien senior secured loan	8.41	%	SOFR (S)	3.75	%		05/2031		14,465.0		14,417.0		14,505.2	⁽²⁾
LivTech Purchaser, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.01	%	SOFR (S)	4.50	%		11/2031		3,844.4		3,806.5		3,805.9	^(7)(12)
Mamba Purchaser, Inc.	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		10/2028		31,370.8		31,301.6		31,488.4	⁽²⁾⁽⁷⁾
Medline Borrower, LP	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%		10/2028		59,881.7		59,874.6		60,042.8	⁽²⁾⁽⁷⁾
Next Holdco, LLC ⁽¹⁰⁾	First lien senior secured loan	10.27	%	SOFR (Q)	5.75	%		11/2030		5,742.8		5,670.5		5,742.8	^(2)(7)(12)
Nomi Health, Inc.	First lien senior secured loan	12.84	%	SOFR (Q)	8.25	%		07/2028		18,611.2		18,181.0		18,425.1	^(2)(7)(12)
Warrant to purchase Series B preferred stock							07/2023	07/2033	10,142			—		0.1	^(2)(12)
Warrant to purchase Class A common stock							06/2024	06/2034	22,661			—		74.8	^(2)(12)
												18,181.0		18,500.0
Option Care Health Inc	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%		10/2028		4,792.6		4,792.0		4,815.4	⁽⁵⁾⁽⁷⁾
Paragon 28, Inc. and Paragon Advanced Technologies, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	8.59	%	SOFR (Q)	4.00	%		11/2028		0.5		0.5		0.5	^{(2)(5)(7)(12)}
	First lien senior secured loan	11.34	%	SOFR (Q)	6.75	%		11/2028		21,214.9		20,806.4		21,214.9	^{(2)(5)(7)(12)}
												20,806.9		21,215.4
PointClickCare Technologies Inc.	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%		11/2031		30,223.8		30,284.3		30,374.9	⁽²⁾⁽⁵⁾
Project Ruby Ultimate Parent Corp.	First lien senior secured loan	7.47	%	SOFR (M)	3.00	%		03/2028		36,000.0		36,105.6		36,127.4	⁽²⁾
Radnet Management, Inc.	First lien senior secured loan	6.77	%	SOFR (Q)	2.25	%		04/2031		23,212.8		23,155.2		23,308.2	⁽²⁾⁽⁵⁾
Raven Acquisition Holdings, LLC ⁽¹⁰⁾	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		11/2031		48,121.6		47,962.4		48,200.0	⁽²⁾
RegionalCare Hospital Partners Holdings, Inc.	First lien senior secured loan	7.96	%	SOFR (S)	3.50	%		05/2031		10,877.7		10,891.0		10,891.3	⁽²⁾
Resonetics, LLC	First lien senior secured loan	7.60	%	SOFR (S)	3.25	%		06/2031		29,652.7		29,661.4		29,808.7	⁽²⁾⁽⁷⁾
Select Medical Corporation	First lien senior secured loan	6.53	%	SOFR (S)	2.00	%		11/2031		5,500.0		5,493.2		5,511.4	⁽²⁾⁽⁵⁾
Sharp Midco LLC	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%		12/2028		30,233.2		30,207.0		30,479.0	⁽²⁾
Sotera Health Holdings, LLC	First lien senior secured loan	7.84	%	SOFR (Q)	3.25	%		05/2031		5,796.9		5,770.3		5,800.6	⁽²⁾⁽⁵⁾
Surgery Center Holdings, Inc.	First lien senior secured loan	7.09	%	SOFR (M)	2.75	%		12/2030		34,538.1		34,605.7		34,774.0	⁽²⁾⁽⁵⁾
United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP ⁽¹⁰⁾	First lien senior secured revolving loan	10.14	%	SOFR (Q)	5.75	%		03/2029		228.9		194.9		228.9	^(2)(7)(12)
	First lien senior secured loan	10.08	%	SOFR (Q)	5.75	%		03/2029		10,566.5		10,342.4		10,566.5	^(2)(7)(12)
	Class A interests							03/2023	100			100.0		127.3	⁽¹²⁾
												10,637.3		10,922.7

See accompanying notes to consolidated financial statements.

F-10

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Viant Medical Holdings, Inc.	First lien senior secured loan	8.60	%	SOFR (Q)	4.00	%		10/2031		26,361.4		26,229.8		26,616.9	⁽²⁾
Waystar Technologies, Inc.	First lien senior secured loan	6.59	%	SOFR (S)	2.25	%		10/2029		13,263.0		13,261.2		13,301.7	^(2)(12)
Zelis Cost Management Buyer, Inc.	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%		09/2029		5,962.4		5,948.9		5,965.8

												1,033,897.3		1,037,524.6		17.58	%
Capital Goods
AI Aqua Merger Sub, Inc.	First lien senior secured loan	7.55	%	SOFR (M)	3.00	%		07/2028		70,901.2		70,812.5		70,901.2	⁽⁷⁾
	First lien senior secured loan	8.05	%	SOFR (M)	3.50	%		07/2028		52,501.7		52,554.9		52,501.7	⁽²⁾⁽⁷⁾
												123,367.4		123,402.9
AIP RD Buyer Corp.	First lien senior secured loan	8.36	%	SOFR (M)	4.00	%		12/2028		17,955.0		17,947.5		17,932.6	⁽²⁾⁽⁷⁾
Airx Climate Solutions, Inc. ⁽¹⁰⁾	First lien senior secured loan	10.18	%	SOFR (Q)	5.75	%		11/2029		23,329.1		22,856.1		23,329.1	^(2)(7)(12)
	First lien senior secured loan	9.47	%	SOFR (Q)	5.00	%		11/2029		13,244.3		13,079.4		13,244.3	^(2)(7)(12)
												35,935.5		36,573.4
Alliance Laundry Systems LLC	First lien senior secured loan	7.84	%	SOFR (M)	3.50	%		08/2031		26,308.6		26,230.6		26,452.0	⁽²⁾
ArchKey Holdings Inc. ⁽¹⁰⁾	First lien senior secured loan	9.30	%	SOFR (M)	4.75	%		10/2031		18,040.9		17,963.1		18,136.7	⁽²⁾
Artera Services, LLC	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%		02/2031		24,923.4		24,800.2		24,667.2	⁽²⁾
BCPE Empire Holdings, Inc.	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%		12/2028		17,208.7		17,238.8		17,280.5	⁽²⁾⁽⁷⁾
BGIF IV Fearless Utility Services, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan							06/2030		—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	9.45	%	SOFR (M)	5.00	%		06/2031		42,205.5		41,817.8		42,205.5	^(2)(7)(12)
												41,817.8		42,205.5
Bleriot US Bidco Inc.	First lien senior secured loan	7.08	%	SOFR (Q)	2.75	%		10/2030		4,531.9		4,539.8		4,552.5	⁽²⁾
Brown Group Holding, LLC	First lien senior secured loan	6.90	%	SOFR (M)	2.50	%		07/2031		31,415.9		31,413.5		31,502.2	⁽²⁾⁽⁷⁾
Burgess Point Purchaser Corporation	First lien senior secured loan	9.68	%	SOFR (Q)	5.25	%		07/2029		69,797.6		66,868.4		61,814.9	⁽²⁾⁽⁷⁾
Chart Industries, Inc.	First lien senior secured loan	7.09	%	SOFR (Q)	2.50	%		03/2030		6,416.1		6,397.2		6,434.9	^(2)(5)(7)
Chillaton Bidco Limited ⁽¹⁰⁾	First lien senior secured loan	11.22	%	SONIA (S)	6.50	%		05/2031		5,089.1		4,930.6		5,089.1	^{(2)(5)(7)(12)}
CP Atlas Buyer Inc	First lien senior secured loan	8.21	%	SOFR (M)	3.75	%		11/2027		6,085.1		5,961.6		5,918.4	⁽⁷⁾
CPIG Holdco Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	9.44	%	SOFR (Q)	4.75	%		04/2028		0.5		0.5		0.5	^{(2)(7)(9)(12)}
	First lien senior secured loan	11.69	%	SOFR (Q)	7.00	%		04/2028		14,812.5		14,517.4		14,812.5	^(2)(7)(12)
												14,517.9		14,813.0
Crown Equipment Corporation	First lien senior secured loan	6.94	%	SOFR (M)	2.50	%		10/2031		7,125.0		7,090.3		7,160.6	⁽²⁾
Cube Industrials Buyer, Inc. and Cube A&D Buyer Inc.	First lien senior secured loan	8.13	%	SOFR (Q)	3.50	%		10/2031		19,425.0		19,395.7		19,522.1	⁽²⁾
Dynasty Acquisition Co., Inc.	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%		10/2031		20,185.0		20,160.0		20,260.7	⁽²⁾
FCG Acquisitions, Inc.	First lien senior secured loan	8.22	%	SOFR (M)	3.75	%		03/2028		20,305.8		20,342.2		20,417.5	⁽²⁾⁽⁷⁾
Gates Global LLC	First lien senior secured loan	6.11	%	SOFR (M)	1.75	%		11/2029		852.8		852.8		853.8	⁽⁵⁾⁽⁷⁾
Generator US Buyer, Inc. ⁽¹⁰⁾	First lien senior secured loan	8.42	%	CORRA (Q)	5.25	%		07/2030		6,414.3		6,600.6		6,414.3	^(5)(7)(12)
	First lien senior secured loan	9.58	%	SOFR (S)	5.25	%		07/2030		1,857.3		1,826.2		1,857.3	^{(2)(5)(7)(12)}
	First lien senior secured loan	8.70	%	CORRA (Q)	5.25	%		07/2030		218.2		215.5		218.2	^{(2)(5)(7)(12)}
												8,642.3		8,489.8

See accompanying notes to consolidated financial statements.

F-11

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
GSV Purchaser, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.30	%	SOFR (M)	4.75	%		08/2031		35,855.8		35,518.6		35,855.8	^(2)(7)(12)
Helix Acquisition Holdings, Inc.	First lien senior secured loan	11.46	%	SOFR (M)	7.00	%		03/2030		14,188.7		13,869.8		14,188.7	^(2)(7)(12)
HPCC Parent, Inc. and Patriot Container Corp. ⁽¹⁰⁾	First lien senior secured loan	13.00% (7.00	%PIK)					09/2030		69,423.2		67,652.4		67,514.0	^(2)(12)
	Common stock						09/2024		406,680			3,855.3		3,855.3	^(2)(12)
												71,507.7		71,369.3
Husky Injection Molding Systems Ltd.	First lien senior secured loan	8.78	%	SOFR (Q)	4.50	%		02/2029		4,784.3		4,721.5		4,820.2	⁽⁵⁾
John Bean Technologies Corporation	First lien senior secured loan	6.58	%	SOFR (Q)	2.25	%		10/2031		13,000.0		12,978.8		13,065.0	⁽⁵⁾
Johnstone Supply, LLC	First lien senior secured loan	6.88	%	SOFR (S)	2.50	%		06/2031		9,185.9		9,203.4		9,206.6
Kaman Corporation	First lien senior secured loan	7.83	%	SOFR (Q)	3.50	%		04/2031		18,873.5		18,901.7		18,979.7	⁽²⁾⁽⁷⁾
Kodiak BP, LLC	First lien senior secured loan	8.27	%	SOFR (S)	3.75	%		12/2031		15,000.0		14,925.1		14,994.6	⁽²⁾
LBM Acquisition LLC	First lien senior secured loan	8.21	%	SOFR (M)	3.75	%		12/2027		12,458.5		12,470.4		12,478.4	⁽²⁾⁽⁷⁾
	First lien senior secured loan	8.30	%	SOFR (M)	3.75	%		06/2031		8,911.1		8,724.8		8,823.0	⁽⁷⁾
												21,195.2		21,301.4
OPH NEP Investment, LLC ⁽⁴⁾	Senior subordinated loan	10.00% (7.00	%PIK)					05/2032		33,075.1		30,821.1		32,744.5	^(2)(12)
	Class B common units						05/2024		7			1,669.5		2,274.9	⁽¹²⁾
												32,490.6		35,019.4
Paris US Holdco, Inc. & 1001028292 Ontario Inc. ⁽¹⁰⁾	First lien senior secured loan	9.55	%	SOFR (S)	5.00	%		12/2031		52,904.5		52,381.6		52,375.4	^(5)(7)(12)
Pike Corporation	First lien senior secured loan	7.47	%	SOFR (M)	3.00	%		01/2028		1,035.6		1,036.1		1,042.6
Propulsion (BC) Newco LLC	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%		09/2029		21,733.8		21,781.9		21,920.1	^(2)(5)(7)
Signia Aerospace, LLC ⁽¹⁰⁾	First lien senior secured loan	7.40	%	SOFR (S)	3.00	%		12/2031		25,846.2		25,781.9		25,797.8	⁽²⁾⁽⁷⁾
Specialty Building Products Holdings, LLC	First lien senior secured loan	8.21	%	SOFR (M)	3.75	%		10/2028		6,985.0		6,952.4		6,942.8	⁽⁷⁾
SPX Flow, Inc.	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		04/2029		13,886.9		13,931.7		13,989.7	⁽²⁾⁽⁷⁾
Star US Bidco LLC	First lien senior secured loan	8.11	%	SOFR (M)	3.75	%		03/2027		14,894.1		14,909.9		14,950.0	⁽²⁾⁽⁷⁾
Sunvair Aerospace Group, Inc. and GB Helios Holdings, L.P. ⁽¹⁰⁾	First lien senior secured loan	9.74	%	SOFR (Q)	5.00	%		05/2031		32,285.8		31,842.5		32,285.8	^(2)(7)(12)
	Series A common units						05/2024		996			996.0		1,376.6	^(2)(12)
												32,838.5		33,662.4
TransDigm Inc.	First lien senior secured loan	6.83	%	SOFR (Q)	2.50	%		02/2031		21,753.4		21,746.5		21,782.8	^(2)(5)(7)
	First lien senior secured loan	7.08	%	SOFR (Q)	2.75	%		03/2030		16,514.9		16,558.4		16,560.0	⁽²⁾⁽⁵⁾
	First lien senior secured loan	6.83	%	SOFR (Q)	2.50	%		01/2032		2,493.8		2,488.9		2,497.6	⁽⁵⁾
												40,793.8		40,840.4
Verde Purchaser LLC	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%		11/2030		6,982.5		6,947.5		6,998.4	⁽⁵⁾
Victory Buyer LLC	First lien senior secured loan	8.22	%	SOFR (M)	3.75	%		11/2028		14,277.8		13,947.2		13,989.6	⁽²⁾⁽⁷⁾
WEC US Holdings Ltd.	First lien senior secured loan	6.80	%	SOFR (M)	2.25	%		01/2031		34,770.4		34,748.2		34,763.1	⁽²⁾
White Cap Supply Holdings, LLC	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		10/2029		1,300.0		1,300.0		1,301.1

												1,019,076.3		1,020,854.4		17.30	%

See accompanying notes to consolidated financial statements.

F-12

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Consumer Services
Alterra Mountain Company	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%		08/2028		21,652.7		21,742.2		21,774.6	⁽²⁾
	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		05/2030		11,781.4		11,779.1		11,862.5	⁽²⁾
												33,521.3		33,637.1
Apex Service Partners, LLC and Apex Service Partners Holdings, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	9.51	%	SOFR (Q)	5.00	%		10/2029		1,386.9		1,346.0		1,386.9	^{(2)(7)(9)(12)}
	First lien senior secured loan	9.52	%	SOFR (Q)	5.00	%		10/2030		46,831.7		45,687.0		46,831.7	^(2)(7)(12)
	Series B common units						10/2023		45,351			1,250.0		1,620.9	⁽¹²⁾
												48,283.0		49,839.5
Belfor Holdings, Inc.	First lien senior secured loan	8.11	%	SOFR (M)	3.75	%		11/2030		11,936.0		11,855.9		12,055.3	^(2)(7)(12)
Belron Finance US LLC	First lien senior secured loan	7.27	%	SOFR (Q)	2.75	%		10/2031		22,252.6		22,244.5		22,433.5	^(2)(5)(7)
Bulldog Purchaser Inc.	First lien senior secured loan	8.58	%	SOFR (Q)	4.25	%		06/2031		6,583.5		6,552.4		6,621.9	⁽⁷⁾
	First lien senior secured loan	8.34	%	SOFR (S)	3.75	%		06/2031		1,025.0		1,025.0		1,031.0	⁽⁷⁾
												7,577.4		7,652.9
Bumble Bidco Limited ⁽¹⁰⁾	First lien senior secured loan	11.49	%	SONIA (Q)	6.75	%		10/2030		6,645.7		6,669.1		6,645.7	^{(2)(5)(7)(12)}
Caesars Entertainment Inc	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%		02/2030		8,102.5		8,094.2		8,099.1	⁽⁵⁾⁽⁷⁾
	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%		02/2031		7,700.3		7,685.0		7,702.7	⁽⁵⁾⁽⁷⁾
												15,779.2		15,801.8
Century De Buyer LLC	First lien senior secured loan	7.90	%	SOFR (S)	3.50	%		10/2030		23,635.7		23,652.8		23,813.0	⁽²⁾
ClubCorp Holdings, Inc.	First lien senior secured loan	9.59	%	SOFR (Q)	5.00	%		09/2026		42,975.2		43,130.4		43,047.0	⁽²⁾
Davidson Hotel Company LLC ⁽¹⁰⁾	First lien senior secured revolving loan	9.36	%	SOFR (M)	5.00	%		10/2031		593.2		575.9		575.4	^(2)(7)(12)
	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%		10/2031		6,922.4		6,821.0		6,818.6	^(2)(7)(12)
												7,396.9		7,394.0
Equinox Holdings, Inc.	First lien senior secured loan	12.58% (4.13	%PIK)	SOFR (Q)	8.25	%		03/2029		43,091.2		41,828.3		43,091.2	^(2)(7)(12)
	Second lien senior secured loan	16.00	%PIK					06/2027		3,803.5		3,727.6		3,803.5	^(2)(12)
												45,555.9		46,894.7
Eternal Aus Bidco Pty Ltd ⁽¹⁰⁾	First lien senior secured loan	10.72	%	BBSY (Q)	6.25	%		11/2029		6,346.1		6,623.8		6,346.1	^{(2)(5)(7)(12)}
Excel Fitness Consolidator LLC ⁽¹⁰⁾	First lien senior secured loan	9.83	%	SOFR (Q)	5.50	%		04/2029		10,233.8		10,067.5		10,233.8	^(2)(7)(12)
Fertitta Entertainment, LLC	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%		01/2029		31,749.4		31,811.8		31,840.8	⁽²⁾⁽⁷⁾
Fitness Ventures Holdings, Inc. and Meaningful Partners Fitness Ventures Co-Investment LP ^(4)(10)	First lien senior secured revolving loan	8.36	%	SOFR (M)	4.00	%		08/2030		2,404.9		2,371.4		2,368.9	^(2)(7)(12)
	First lien senior secured loan	9.86	%	SOFR (M)	5.50	%		08/2031		36,413.2		35,774.5		35,733.8	^(2)(7)(12)
	Common units						07/2024		11,704,000			11,736.8		13,471.3	^(2)(12)
												49,882.7		51,574.0

See accompanying notes to consolidated financial statements.

F-13

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Flint OpCo, LLC ⁽¹⁰⁾	First lien senior secured loan	9.11	%	SOFR (Q)	4.75	%		08/2030		11,715.9		11,517.7		11,715.9	^(2)(7)(12)
Golden State Foods LLC	First lien senior secured loan	8.77	%	SOFR (M)	4.25	%		10/2031		19,629.7		19,570.8		19,783.0	⁽²⁾
GS SEER Group Borrower LLC and GS SEER Group Holdings LLC ⁽¹⁰⁾	First lien senior secured loan	11.08	%	SOFR (Q)	6.75	%		04/2030		11,750.0		11,436.8		11,750.0	^(2)(7)(12)
	Class A common units						04/2023		100			100.0		75.3	^(2)(12)
												11,536.8		11,825.3
Helios Service Partners, LLC and Astra Service Partners, LLC ⁽¹⁰⁾	First lien senior secured revolving loan							03/2027		—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	9.60	%	SOFR (Q)	5.00	%		03/2027		5,611.2		5,561.6		5,611.2	^(2)(7)(12)
	First lien senior secured loan	10.87	%	SOFR (Q)	6.00	%		03/2027		3,433.1		3,379.9		3,433.1	^(2)(7)(12)
												8,941.5		9,044.3
Horizon US Finco, L.P.	First lien senior secured loan	9.08	%	SOFR (S)	4.75	%		12/2031		13,000.0		12,870.0		12,918.8
IFH Franchisee Holdings, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	8.37	%	SOFR (M)	4.00	%		12/2029		11,194.0		10,943.8		10,942.2	^(2)(7)(12)
	First lien senior secured loan	10.12	%	SOFR (M)	5.75	%		12/2029		47,486.3		46,778.6		46,774.0	^(2)(7)(12)
												57,722.4		57,716.2
Infinity Home Services HoldCo, Inc., D&S Amalco and IHS Parent Holdings, L.P. ⁽¹⁰⁾	First lien senior secured revolving loan	12.00	%	Base Rate (Q)	4.50	%		12/2028		56.8		47.8		56.8	^{(2)(5)(7)(12)}
	First lien senior secured loan	9.83	%	SOFR (Q)	5.50	%		12/2028		10,035.0		9,834.9		10,037.5	^{(2)(5)(7)(12)}
	First lien senior secured loan	8.83	%	CORRA (M)	5.50	%		12/2028		1,142.3		1,119.5		1,142.8	^{(2)(5)(7)(12)}
	First lien senior secured loan	9.58	%	SOFR (Q)	5.25	%		12/2028		487.9		378.5		487.9	^{(2)(5)(7)(12)}
	Class A units						12/2022		50,000			50.0		73.8	^(2)(5)(12)
												11,430.7		11,798.8
IRB Holding Corp.	First lien senior secured loan	6.98	%	SOFR (M)	2.50	%		12/2027		65,140.2		65,233.7		65,154.5	⁽²⁾⁽⁷⁾
KUEHG Corp	First lien senior secured loan	7.84	%	SOFR (Q)	3.25	%		06/2030		11,256.0		11,275.9		11,358.5	⁽²⁾⁽⁷⁾
Learning Care Group (US) No. 2 Inc.	First lien senior secured loan	8.59	%	SOFR (Q)	4.00	%		08/2028		5,913.2		5,888.9		5,963.1	⁽⁷⁾
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P. ⁽¹⁰⁾	First lien senior secured loan	11.98	%	SOFR (Q)	7.50	%		12/2027		16,403.2		16,130.3		16,403.2	^(2)(7)(12)

	Limited partnership interests						12/2022		133,000			133.0		165.1	⁽¹²⁾
												16,263.3		16,568.3
Life Time Fitness Inc	First lien senior secured loan	7.03	%	SOFR (M)	2.50	%		11/2031		14,352.2		14,347.6		14,391.7	⁽²⁾⁽⁵⁾
Mister Car Wash Holdings, Inc.	First lien senior secured loan	7.09	%	SOFR (M)	2.75	%		03/2031		18,279.3		18,327.0		18,347.8	⁽²⁾⁽⁵⁾
Mustang Prospects Holdco, LLC, Mustang Prospects Purchaser, LLC and Senske Acquisition, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%		06/2031		21,867.5		21,666.1		21,867.5	^(7)(12)
	First lien senior secured loan	9.34	%	SOFR (Q)	5.00	%		06/2031		5,546.0		5,499.0		5,546.0	^(2)(7)(12)
	Class A preferred units						09/2024		770			770.4		870.2	⁽¹²⁾
	Class B common units						09/2024		770,423			323.6		365.2	⁽¹²⁾
												28,259.1		28,648.9

See accompanying notes to consolidated financial statements.

F-14

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Nord Anglia	First lien senior secured loan	7.58	%	SOFR (S)	3.25	%		01/2032		7,000.0		7,000.0		7,055.4	⁽⁵⁾⁽⁷⁾
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	10.86	%	SOFR (Q)	6.50	%		05/2028		234.5		225.9		234.5	^(2)(7)(12)
	First lien senior secured loan	9.66	%	SOFR (Q)	5.25	%		05/2028		3,280.7		3,202.8		3,280.7	^(2)(7)(12)
	First lien senior secured loan	10.94	%	SOFR (Q)	6.50	%		05/2028		4,120.7		4,043.3		4,120.7	^(2)(7)(12)
												7,472.0		7,635.9
Northwinds Holding, Inc. and Northwinds Services Group LLC ⁽¹⁰⁾	First lien senior secured revolving loan	9.80	%	SOFR (Q)	5.25	%		05/2029		250.0		213.9		250.0	^(2)(7)(12)
	First lien senior secured loan	9.96	%	SOFR (Q)	5.25	%		05/2029		12,410.9		12,125.3		12,410.9	^(2)(7)(12)
	Common units						05/2023		121,368			166.7		201.2	^(2)(12)
												12,505.9		12,862.1
PCI Gaming Authority	First lien senior secured loan	6.36	%	SOFR (M)	2.00	%		07/2031		4,274.3		4,273.1		4,261.8	⁽²⁾
PestCo Holdings, LLC and PestCo, LLC ⁽¹⁰⁾	First lien senior secured loan	10.97	%	SOFR (Q)	6.25	%		02/2028		12,219.5		11,991.5		12,219.5	^(2)(7)(12)
	First lien senior secured loan	9.50	%	SOFR (Q)	5.25	%		02/2028		3,856.8		3,803.2		3,799.0	^(2)(7)(12)
	Class A units						01/2023		8			106.0		141.6	⁽¹²⁾
												15,900.7		16,160.1
PG Investment Company 59 S.a r.l.	First lien senior secured loan	7.33	%	SOFR (Q)	3.00	%		03/2031		14,671.6		14,703.2		14,778.5	⁽²⁾⁽⁵⁾
Pinnacle MEP Intermediate Holdco LLC and BPCP Pinnacle Holdings, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	9.13	%	SOFR (M)	4.75	%		10/2030		475.5		441.3		439.9	^(2)(7)(12)
	First lien senior secured loan	9.32	%	SOFR (Q)	4.75	%		10/2030		7,308.2		7,188.7		7,173.4	^(2)(7)(12)
	Common stock						10/2024		866			866.0		866.0	^(2)(12)
												8,496.0		8,479.3
Premiere Buyer, LLC ⁽¹⁰⁾	First lien senior secured loan	9.32	%	SOFR (Q)	4.75	%		05/2031		24,471.6		24,139.7		24,471.6	^(2)(7)(12)
Quick Quack Car Wash Holdings, LLC and KKR Game Changer Co-Invest Feeder II L.P. ⁽¹⁰⁾	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%		06/2031		53,955.3		53,233.7		53,955.3	^(2)(7)(12)
	Limited partnership interests						06/2024		12,049,000			12,049.0		12,506.9	^(2)(12)
												65,282.7		66,462.2
Radiant Intermediate Holding, LLC	First lien senior secured loan	10.61% (3.00	%PIK)	SOFR (Q)	6.00	%		11/2026		907.7		894.8		789.7	^(2)(7)(12)
Service Logic Acquisition, Inc. and MSHC, Inc.	First lien senior secured loan	8.09	%	SOFR (Q)	3.50	%		10/2027		36,409.4		36,450.8		36,614.4	⁽²⁾⁽⁷⁾
Station Casinos LLC	First lien senior secured loan	6.38	%	SOFR (M)	2.00	%		03/2031		5,266.5		5,254.2		5,269.0	⁽⁵⁾
University Support Services LLC	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%		02/2029		33,905.6		33,887.3		34,032.8	^(2)(5)(7)
Vertex Service Partners, LLC and Vertex Service Partners Holdings, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	10.12	%	SOFR (M)	5.75	%		11/2030		2,616.1		2,554.4		2,616.1	^(2)(7)(12)
	First lien senior secured loan	10.13	%	SOFR (M)	5.75	%		11/2030		31,424.2		31,048.5		31,424.2	^(2)(7)(12)
	First lien senior secured loan	9.50	%	SOFR (Q)	5.00	%		11/2030		266.1		204.4		266.1	^(2)(7)(12)
	Class B common units						11/2023		351			351.0		661.6	⁽¹²⁾
												34,158.3		34,968.0
Whatabrands LLC	First lien senior secured loan	6.86	%	SOFR (M)	2.50	%		08/2028		13,403.6		13,402.5		13,416.5	⁽²⁾⁽⁷⁾
Wrench Group LLC	First lien senior secured loan	8.59	%	SOFR (Q)	4.00	%		10/2028		54,751.8		53,586.9		52,424.9	⁽²⁾

												994,645.7		1,004,126.5		17.02	%

See accompanying notes to consolidated financial statements.

F-15

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Commercial and Professional Services
Aldinger Company Inc ⁽¹⁰⁾	First lien senior secured loan	9.61	%	SOFR (M)	5.25	%		07/2027		29,315.8		29,091.8		29,004.6	^(2)(7)(12)
AlixPartners, LLP	First lien senior secured loan	6.97	%	SOFR (M)	2.50	%		02/2028		35,677.3		35,695.0		35,781.5	⁽²⁾⁽⁷⁾
AMCP Clean Acquisition Company, LLC ⁽¹⁰⁾	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%		06/2028		5,728.8		5,644.5		5,710.4	^(2)(7)(12)
AmSpec Parent, LLC	First lien senior secured loan	8.58	%	SOFR (S)	4.25	%		12/2031		10,000.0		9,950.0		10,050.0	⁽¹²⁾
Ankura Consulting Group, LLC	First lien senior secured loan	7.84	%	SOFR (M)	3.50	%		12/2031		15,626.9		15,684.0		15,626.9	⁽²⁾⁽⁷⁾
Celnor Group Limited ⁽¹⁰⁾	First lien senior secured loan	9.70	%	SONIA (Q)	5.00	%		08/2031		4,137.9		4,129.7		4,137.9	^{(2)(5)(7)(12)}
Corporation Service Company	First lien senior secured loan	6.86	%	SOFR (M)	2.50	%		11/2029		6,013.7		6,015.2		6,040.1	⁽⁷⁾
Dorado Bidco, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan							09/2031		—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	9.08	%	SOFR (S)	4.50	%		09/2031		6,100.9		6,042.6		6,039.9	^(2)(7)(12)
												6,042.6		6,039.9
DP Flores Holdings, LLC ⁽¹⁰⁾	First lien senior secured loan	10.83% (3.00	%PIK)	SOFR (Q)	6.50	%		09/2030		53,111.4		52,050.2		52,049.1	^(2)(7)(12)
Drogon Bidco Inc. & Drogon Aggregator LP ⁽¹⁰⁾	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%		08/2031		26,083.2		25,815.1		25,801.5	^(2)(7)(12)
	Class A-2 common units						08/2024		2,662,000			2,662.0		4,078.2	^(2)(12)
												28,477.1		29,879.7
The Dun & Bradstreet Corporation	First lien senior secured loan	6.59	%	SOFR (M)	2.25	%		01/2029		44,817.5		44,950.9		44,825.6	⁽²⁾⁽⁵⁾
Duraserv LLC ⁽¹⁰⁾	First lien senior secured loan	8.90	%	SOFR (M)	4.50	%		06/2031		26,781.1		26,534.4		26,781.1	^(2)(7)(12)
Eagle Parent Corp.	First lien senior secured loan	8.58	%	SOFR (Q)	4.25	%		04/2029		8,689.7		8,584.0		8,509.1	⁽⁷⁾
FlyWheel Acquireco, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	10.86	%	SOFR (M)	6.50	%		05/2028		1,071.4		1,039.0		1,071.4	^(2)(7)(12)
	First lien senior secured loan	10.86	%	SOFR (M)	6.50	%		05/2030		13,225.4		12,921.7		13,225.4	^(2)(7)(12)
												13,960.7		14,296.8
GCM HVAC Holdco, LLC and GCM HVAC Topco, LLC	First lien senior secured loan	14.00	%					09/2031		2,702.7		2,642.5		2,639.9	⁽¹²⁾
	Class A common units						09/2024		1,486,487			1,486.5		1,486.5	⁽¹²⁾
												4,129.0		4,126.4
GFL Environmental Inc.	First lien senior secured loan	6.61	%	SOFR (Q)	2.00	%		07/2031		6,770.8		6,770.8		6,778.2	⁽⁵⁾⁽⁷⁾
Grant Thornton Advisors LLC	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		06/2031		25,972.1		26,049.4		25,950.8	⁽²⁾
	First lien senior secured loan	7.36	%	SOFR (S)	2.75	%		06/2031		2,500.0		2,503.1		2,498.0
												28,552.5		28,448.8
HP RSS Buyer, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%		12/2029		11,739.2		11,590.4		11,739.2	^(2)(7)(12)
	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%		12/2029		1,626.2		1,600.8		1,626.2	^(2)(7)(12)
												13,191.2		13,365.4
Indigo Acquisition B.V. ⁽¹⁰⁾	First lien senior secured loan	9.06	%	Euribor (Q)	6.35	%		09/2031		2,662.4		2,707.1		2,662.4	^{(2)(5)(7)(12)}
	First lien senior secured loan	10.68	%	SOFR (Q)	6.35	%		09/2031		2,070.9		2,151.3		2,214.1	^{(2)(5)(7)(12)}
												4,858.4		4,876.5
ISolved, Inc.	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		10/2030		15,778.2		15,750.5		15,955.7	⁽²⁾
Kings Buyer, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	11.50	%	Base Rate (Q)	4.00	%		10/2027		382.3		366.5		382.3	^(2)(7)(12)
	First lien senior secured loan	9.68	%	SOFR (Q)	5.25	%		10/2027		18,239.9		18,047.4		18,239.9	^(2)(7)(12)
												18,413.9		18,622.2

See accompanying notes to consolidated financial statements.

F-16

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
KPS Global LLC and Cool Group LLC ⁽¹⁰⁾	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%		09/2030		4,714.4		4,624.0		4,620.2	^(2)(7)(12)
LABL, Inc.	First lien senior secured loan	9.46	%	SOFR (M)	5.00	%		10/2028		35,332.9		34,702.3		34,092.8	⁽²⁾⁽⁷⁾
LBC Woodlands Purchaser LLC and LBC Woodlands Holdings LP ⁽¹⁰⁾	First lien senior secured loan	10.09	%	SOFR (S)	5.00	%		07/2031		20,644.2		20,304.6		20,282.1	^(2)(7)(12)
	Class A common units						07/2024		1,409,000			1,409.0		1,303.3	^(2)(12)
												21,713.6		21,585.4
Lightbeam Bidco, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan							05/2029		—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%		05/2030		17,163.4		16,930.4		17,163.4	^(2)(7)(12)
												16,930.4		17,163.4
Motus LLC	First lien senior secured loan	8.43	%	SOFR (Q)	4.00	%		12/2028		15,687.8		15,725.5		15,805.5	⁽²⁾⁽⁷⁾
North Haven Stack Buyer, LLC ⁽¹⁰⁾	First lien senior secured loan	9.63	%	SOFR (Q)	5.25	%		07/2027		24.8		24.4		24.8	^(2)(7)(12)
	First lien senior secured loan	9.36	%	SOFR (Q)	5.00	%		07/2027		3.5		3.4		3.5	^(2)(7)(12)
												27.8		28.3
Omnia Partners, LLC	First lien senior secured loan	7.37	%	SOFR (Q)	2.75	%		07/2030		29,905.2		29,932.8		30,028.1	⁽²⁾
Priority Waste Holdings LLC, Priority Waste Holdings Indiana LLC and Priority Waste Super Holdings, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	10.09	%	SOFR (Q)	5.50	%		08/2029		1.9		1.8		1.9	^(2)(7)(12)
	First lien senior secured revolving loan	12.00	%	Base Rate (Q)	4.50	%		08/2029		0.1		0.1		0.1	^(2)(7)(12)
	First lien senior secured loan	12.59% (2.00	%PIK)	SOFR (Q)	8.00	%		08/2029		27,517.5		25,635.7		26,141.7	^(7)(12)
	First lien senior secured loan	12.59% (2.00	%PIK)	SOFR (Q)	8.00	%		08/2029		13,318.4		12,841.2		12,652.5	^(2)(7)(12)
	Warrant to purchase Class A common units						08/2023	08/2036	27,163			449.6		4,286.0	^(2)(12)
	Warrant to purchase Class A common units						06/2024	06/2036	8,780			1,223.9		1,385.3	⁽¹²⁾
												40,152.3		44,467.5
PSC Parent, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	9.64	%	SOFR (M)	5.25	%		04/2030		5,790.4		5,719.3		5,790.4	^{(2)(7)(9)(12)}
	First lien senior secured loan	9.71	%	SOFR (M)	5.25	%		04/2031		47,123.4		46,732.6		47,123.4	^(2)(7)(12)
												52,451.9		52,913.8
PYE-Barker Fire & Safety, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	8.83	%	SOFR (Q)	4.50	%		05/2030		1,085.7		1,007.6		1,085.7	^(2)(7)(12)
	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%		05/2031		31,674.4		31,574.5		31,674.4	^(2)(7)(12)
												32,582.1		32,760.1
Saturn Purchaser Corp.	First lien senior secured loan	9.81	%	SOFR (Q)	5.25	%		07/2029		7,678.7		7,649.6		7,678.7	^(2)(7)(12)
SV Newco 2, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan							06/2031		—		—		—	^{(2)(5)(7)(8)(12)}
	First lien senior secured loan	9.26	%	SOFR (Q)	4.75	%		06/2031		16,218.9		15,996.0		16,218.9	^{(2)(5)(7)(12)}
												15,996.0		16,218.9
Tempo Acquisition, LLC	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%		08/2028		12,880.3		12,883.1		12,918.6	^(2)(5)(7)
Teneo Holdings LLC	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%		03/2031		17,297.1		17,287.4		17,434.1	⁽²⁾⁽⁷⁾
The Hiller Companies, LLC ⁽¹⁰⁾	First lien senior secured revolving loan							06/2030		—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%		06/2030		25,964.3		25,712.6		25,964.3	^(2)(7)(12)
												25,712.6		25,964.3

See accompanying notes to consolidated financial statements.

F-17

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Thevelia (US) LLC	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%		06/2029		9,471.7		9,495.8		9,519.1	⁽⁵⁾⁽⁷⁾
Trans Union LLC	First lien senior secured loan	6.11	%	SOFR (M)	1.75	%		06/2031		11,485.9		11,471.6		11,460.1	⁽⁵⁾⁽⁷⁾
TSS Buyer, LLC ⁽¹⁰⁾	First lien senior secured loan	10.23	%	SOFR (M)	5.50	%		06/2029		8,156.7		7,968.7		8,156.7	^(2)(7)(12)
UP Intermediate II LLC and UPBW Blocker LLC ⁽¹⁰⁾	First lien senior secured revolving loan							03/2030		—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	9.58	%	SOFR (Q)	5.25	%		03/2031		2,514.0		2,458.4		2,514.0	^(2)(7)(12)
	Common units						03/2024		31,790			3,179.0		2,906.3	^(2)(12)
	Common units						09/2024		2,060			173.0		188.3	^(2)(12)
												5,810.4		5,608.6
W.S. Connelly & Co., LLC and WSC Ultimate Holdings, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	8.33	%	SOFR (Q)	4.00	%		05/2030		7,178.9		6,928.0		7,039.3	^{(2)(7)(9)(12)}
	First lien senior secured loan	9.58	%	SOFR (Q)	5.25	%		05/2030		22,966.6		22,634.9		22,736.9	^(2)(7)(12)
	Class A preferred units	10.00	%PIK				05/2024		11,930			1,266.4		1,097.2	⁽¹²⁾
	Class A common units						05/2024		1,111			—		—	⁽¹²⁾
												30,829.3		30,873.4
Xplor T1, LLC	First lien senior secured loan	7.83	%	SOFR (S)	3.50	%		06/2031		16,129.6		16,123.0		16,250.5	^(2)(12)
Zinc Buyer Corporation ⁽¹⁰⁾	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%		07/2031		51,284.4		50,848.6		50,771.6	^(2)(7)(12)

												839,395.2		847,225.6		14.36	%
Financial Services
Aduro Advisors, LLC ⁽¹⁰⁾	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%		07/2030		18,719.3		18,546.9		18,532.1	^(2)(7)(12)
Cannon Bridge Designated Activity Company ⁽¹⁰⁾	Private asset-backed investment	10.56	%	Euribor (S)	7.50	%		10/2033		678.9		695.0		680.0	^(5)(12)
	Private asset-backed investment	5.71	%	Euribor (S)	2.65	%		10/2033		678.9		695.0		680.0	^(5)(12)
	Private asset-backed investment	12.32	%	SOFR (S)	7.50	%		10/2033		43.9		44.9		43.9	^(5)(12)
	Private asset-backed investment	7.47	%	SOFR (S)	2.65	%		10/2033		43.9		44.9		43.9	^(5)(12)
												1,479.8		1,447.8
Cezanne Bidco ⁽¹⁰⁾	First lien senior secured loan	9.18	%	Euribor (Q)	6.50	%		10/2031		10,723.4		10,810.3		10,723.4	^(2)(5)(12)
Cliffwater LLC ⁽¹⁰⁾	First lien senior secured loan	8.86	%	SOFR (M)	4.50	%		10/2030		10,946.7		10,764.5		10,946.7	^{(2)(5)(7)(12)}
Corient Holdings, Inc.	Series A preferred stock						05/2023		15,000			15,000.0		22,832.9	^(2)(12)
CPI Holdco B, LLC	First lien senior secured loan	6.78	%	SOFR (Q)	2.25	%		05/2031		29,210.0		29,099.5		29,173.5	⁽⁵⁾
	First lien senior secured loan	6.36	%	SOFR (M)	2.00	%		05/2031		5,298.5		5,256.7		5,283.4	⁽⁵⁾
												34,356.2		34,456.9
Endeavor Bidco LLC and Endeavor TopCo, Inc.	First lien senior secured loan	8.58	%	SOFR (Q)	4.25	%		08/2029		8,393.8		8,238.1		8,225.9	^(2)(7)(12)
	Class A common units						08/2024		2,540			2,540.0		2,540.0	⁽¹²⁾
												10,778.1		10,765.9

See accompanying notes to consolidated financial statements.

F-18

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Focus Financial Partners, LLC ⁽¹⁰⁾	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		09/2031		31,605.5		31,568.0		31,870.0	⁽²⁾
GC Waves Holdings, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.21	%	SOFR (M)	4.75	%		10/2030		7,539.2		7,351.2		7,539.2	^{(2)(5)(7)(12)}
Gen II Fund Services, LLC	First lien senior secured loan	7.08	%	SOFR (M)	2.75	%		11/2031		50,466.6		50,594.5		50,655.9	⁽¹²⁾
GTCR F Buyer Corp. and GTCR (D) Investors LP ^(10)(11)	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%		09/2030		12,028.4		11,793.3		12,028.4	^(2)(7)(12)
	Limited partnership interests						09/2023		76,925			77.5		104.8	^(2)(12)
												11,870.8		12,133.2
Harbourvest Global Private Equity Limited ⁽¹⁰⁾	Private asset-backed investment	7.97	%	SOFR (Q)	3.50	%		06/2029		26,000.0		25,137.1		26,000.0	⁽¹²⁾
HighTower Holding, LLC	First lien senior secured loan	8.07	%	SOFR (Q)	3.50	%		04/2028		37,010.7		37,060.8		37,149.5	⁽²⁾⁽⁵⁾
HV Chimera LLC	Private asset-backed investment	7.33	%	SOFR (Q)	2.80	%	11/2023	08/2026	1,504,082			1,490.8		1,504.1	^(5)(12)
Isthmus Capital LLC	Private asset-backed investment	9.50	%				06/2023	06/2030	1,500,888			1,486.3		1,500.9	^(5)(12)
	Private asset-backed investment						06/2023		4			—		19.7	^(5)(12)
												1,486.3		1,520.6
Jefferies Finance LLC	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		10/2031		10,500.0		10,412.2		10,532.9	⁽²⁾⁽⁵⁾
Kestra Advisor Services Holdings A, Inc.	First lien senior secured loan	7.33	%	SOFR (S)	3.00	%		03/2031		1,601.5		1,597.5		1,601.5	⁽⁵⁾
Lernen Bidco Limited	First lien senior secured loan	8.36	%	SOFR (Q)	4.00	%		10/2031		6,500.0		6,468.3		6,565.0	^{(2)(5)(7)(12)}
Loire UK Midco 3 Limited	First lien senior secured loan	8.21	%	SOFR (M)	3.75	%		04/2027		1,780.4		1,780.4		1,767.0	^(2)(5)(7)
	First lien senior secured loan	7.99	%	SOFR (M)	3.50	%		04/2027		3,966.9		3,972.7		3,939.6	⁽⁵⁾
												5,753.1		5,706.6
Mai Capital Management Intermediate LLC ⁽¹⁰⁾	First lien senior secured revolving loan	9.08	%	SOFR (Q)	4.75	%		08/2031		222.9		207.0		206.2	^{(2)(5)(7)(12)}
	First lien senior secured loan	9.08	%	SOFR (M)	4.75	%		08/2031		8,681.5		8,591.4		8,582.4	^{(2)(5)(7)(12)}
												8,798.4		8,788.6
Mariner Wealth Advisors, LLC	First lien senior secured loan	7.08	%	SOFR (Q)	2.75	%		08/2028		15,461.0		15,461.0		15,461.0	⁽²⁾⁽⁷⁾
Mars Downstop Loan Purchaser Trust	Private asset-backed investment	11.00	%				02/2024		29,990,339			20,440.1		20,393.4	^(5)(12)
Monroe Capital Income Plus Corporation	Corporate bond	9.42	%					11/2028		10,000.0		10,000.0		10,824.6	^(5)(12)
MSD Investment Corp.	Corporate bond	7.58	%					05/2028		25,000.0		25,000.0		25,026.3	^(5)(12)
Nexus Buyer LLC	First lien senior secured loan	8.36	%	SOFR (M)	4.00	%		07/2031		2,968.3		2,971.1		2,975.8	⁽²⁾
Nuvei Technologies Corp.	First lien senior secured loan	7.44	%	SOFR (M)	3.00	%		11/2031		18,120.0		18,081.7		18,137.0	⁽²⁾⁽⁵⁾
Paint Intermediate III, LLC	First lien senior secured loan	7.52	%	SOFR (Q)	3.00	%		10/2031		20,906.6		20,851.3		20,985.0	⁽²⁾⁽⁷⁾
Parexel International Inc.	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		11/2028		14,394.9		14,397.4		14,478.8	⁽²⁾⁽⁷⁾
Pathstone Family Office LLC and Kelso XI Tailwind Co-Investment, L.P. ^(10)(11)	First lien senior secured loan	9.46	%	SOFR (M)	4.75	%		05/2029		12,539.9		12,485.5		12,539.9	^{(2)(5)(7)(12)}
	First lien senior secured loan	9.46	%	SOFR (M)	5.00	%		05/2029		14,344.9		14,019.5		14,344.9	^{(2)(5)(7)(12)}
	Limited partnership interests						09/2023		96,436			96.4		120.3	^(5)(12)
												26,601.4		27,005.1

See accompanying notes to consolidated financial statements.

F-19

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
PCIA SPV-3, LLC and ASE Royal Aggregator, LLC ⁽¹⁰⁾	First lien senior secured loan	9.64	%	SOFR (Q)	5.25	%		08/2029		9,306.8		9,071.4		9,306.8	^{(2)(5)(7)(12)}
	Preferred units						07/2023		1,333,333			1,315.5		1,561.3	^(5)(12)
												10,386.9		10,868.1
PCS MidCo, Inc. and PCS Parent, L.P. ⁽¹⁰⁾	First lien senior secured revolving loan	10.08	%	SOFR (Q)	5.75	%		03/2030		238.6		215.2		238.6	^(2)(7)(12)
	First lien senior secured loan	10.08	%	SOFR (Q)	5.75	%		03/2030		10,150.6		9,973.8		10,150.6	^(7)(12)
	First lien senior secured loan	10.34	%	SOFR (Q)	5.75	%		03/2030		1,678.1		1,648.8		1,678.1	^(2)(7)(12)
	Class A units						03/2024		806,000			806.0		865.6	^(2)(12)
												12,643.8		12,932.9
RFS Opco LLC (10)	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%		04/2031		42,393.8		42,014.9		42,393.8	^{(2)(5)(7)(12)}
RWA Wealth Partners, LLC ⁽¹⁰⁾	First lien senior secured loan	9.27	%	SOFR (S)	4.75	%		11/2030		7,750.0		7,674.2		7,672.5	^(5)(7)(12)
	First lien senior secured loan	9.16	%	SOFR (Q)	4.75	%		11/2030		390.0		359.4		357.5	^{(2)(5)(7)(12)}
												8,033.6		8,030.0
Stepstone Group MidCo 2 GmbH, The	First lien senior secured loan	8.83	%	SOFR (S)	4.50	%		12/2031		14,000.0		13,860.0		13,825.0	^(5)(12)
Steward Partners Global Advisory, LLC and Steward Partners Investment Advisory, LLC ⁽¹⁰⁾	First lien senior secured loan	9.08	%	SOFR (Q)	4.75	%		10/2028		2,621.5		2,574.7		2,621.5	^{(2)(5)(7)(12)}
	First lien senior secured loan	9.80	%	SOFR (Q)	5.25	%		10/2028		236.5		231.0		236.5	^{(2)(5)(7)(12)}
												2,805.7		2,858.0
Summit Acquisition Inc.	First lien senior secured loan	8.08	%	SOFR (Q)	3.75	%		10/2031		9,000.0		8,985.4		9,045.0	^(2)(12)
Sunbit Receivables Trust IV ⁽¹⁰⁾	Private asset-backed investment	11.56	%	SOFR (M)	7.25	%	12/2023	12/2026	1,620,000			1,602.3		1,620.0	^(7)(12)
Surf Holdings S.a r.l.	First lien senior secured loan	7.95	%	SOFR (M)	3.50	%		03/2027		16,415.8		16,463.9		16,505.6	⁽⁵⁾
The Edelman Financial Center, LLC	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		04/2028		31,602.9		31,643.3		31,754.3	⁽²⁾⁽⁵⁾
	Second lien senior secured loan	9.61	%	SOFR (M)	5.25	%		10/2028		52,500.0		52,385.3		52,861.2	⁽²⁾⁽⁵⁾
												84,028.6		84,615.5
TPG IX Cardiff CI II, L.P.	Limited partnership interest						11/2024		4,814,025			4,850.1		4,814.0	^(2)(5)(12)
Trinity Capital Inc	Corporate bond	7.54	%					10/2027		29,700.0		29,700.0		29,461.2	^(5)(12)
Wellington-Altus Financial Inc. ^(10)(11)	First lien senior secured loan	9.11	%	CORRA (Q)	5.00	%		08/2030		794.7		823.2		782.7	^(5)(7)(12)
	Common stock						08/2024		46,562			1,559.0		1,631.4	^(2)(5)(12)
												2,382.2		2,414.1
Zelis Payments Buyer, Inc.	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		11/2031		65,250.0		64,968.7		65,413.1	⁽²⁾
												757,854.9		771,356.1		13.07	%

See accompanying notes to consolidated financial statements.

F-20

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Insurance
Accession Risk Management Group, Inc. and RSC Insurance Brokerage, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.31	%	SOFR (Q)	4.75	%		11/2029		4,095.2		4,061.6		4,095.2	^(2)(7)(12)
Acrisure, LLC	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%		02/2027		41,458.4		41,462.1		41,471.3	⁽²⁾
	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		11/2030		20,212.1		20,210.4		20,205.8	⁽²⁾
												61,672.5		61,677.1
Alliant Holdings Intermediate, LLC	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%		09/2031		42,171.9		42,159.9		42,237.7	⁽²⁾
AMWINS Group, Inc.	First lien senior secured loan	6.72	%	SOFR (M)	2.25	%		02/2028		43,403.3		43,463.6		43,513.6	⁽²⁾⁽⁷⁾
AssuredPartners, Inc.	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%		02/2031		60,059.4		60,151.1		60,138.1	⁽²⁾⁽⁷⁾
Broadstreet Partners, Inc.	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		06/2031		31,911.9		31,916.4		31,990.1	⁽²⁾
Cross Financial Corp.	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		10/2031		9,660.5		9,643.0		9,708.8	^(2)(12)
Diamond Mezzanine 24 LLC ⁽¹⁰⁾	First lien senior secured revolving loan	11.50	%	Base Rate (Q)	4.00	%		10/2030		3,750.0		3,713.6		3,712.5	^(2)(7)(12)
	First lien senior secured loan	9.59	%	SOFR (Q)	5.00	%		10/2030		56,250.0		55,699.5		55,687.5	^(2)(7)(12)
												59,413.1		59,400.0
DOXA Insurance Holdings LLC and Rocket Co-Invest, SLP ^(10)(11)	First lien senior secured loan	9.67	%	SOFR (Q)	5.25	%		12/2030		39,590.1		38,903.9		39,590.1	^{(2)(5)(7)(12)}
	Limited partnership interests						03/2024		3,417,348			3,417.3		4,589.5	^(2)(5)(12)
												42,321.2		44,179.6
Gestion ABS Bidco Inc. / ABS Bidco Holdings Inc. ⁽¹⁰⁾	First lien senior secured loan	8.54	%	CORRA (Q)	5.25	%		03/2031		12,578.0		13,146.4		12,578.0	^(5)(7)(12)
Goosehead Insurance Holdings, LLC	First lien senior secured loan	7.83	%	SOFR (S)	3.50	%		12/2031		10,000.0		9,975.0		10,050.0	^(5)(12)
HIG Finance 2 Limited	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%		04/2030		11,141.5		11,112.9		11,208.7	^(2)(5)(7)
Higginbotham Insurance Agency, Inc. and HIG Intermediate, Inc. ⁽¹⁰⁾	First lien senior secured loan	8.86	%	SOFR (M)	4.50	%		11/2028		2,560.5		2,551.0		2,560.5	^(2)(7)(12)
	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%		11/2028		1,335.6		1,316.3		1,335.6	^(2)(7)(12)
	Series A preferred shares	11.00	%PIK				12/2024		33,710			33,204.4		33,204.4	^(2)(12)
												37,071.7		37,100.5
Hub International Limited	First lien senior secured loan	7.37	%	SOFR (Q)	2.75	%		06/2030		39,934.9		39,941.2		40,134.6	⁽²⁾⁽⁷⁾
Hyperion Refinance S.a.r.l.	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		02/2031		40,209.7		40,220.9		40,438.1	^(2)(5)(7)
Keystone Agency Partners LLC ⁽¹⁰⁾	First lien senior secured revolving loan	9.33	%	SOFR (Q)	5.00	%		05/2027		58.8		57.5		58.8	^(2)(7)(12)
	First lien senior secured loan	9.33	%	SOFR (Q)	5.00	%		05/2027		48,641.3		48,194.6		48,641.3	^(2)(7)(12)
												48,252.1		48,700.1
OakBridge Insurance Agency LLC and Maple Acquisition Holdings, LP ⁽¹⁰⁾	First lien senior secured revolving loan	10.09	%	SOFR (M)	5.75	%		11/2029		223.2		201.6		223.2	^(2)(7)(12)
	First lien senior secured loan	10.23	%	SOFR (M)	5.75	%		11/2029		10,837.8		10,654.3		10,837.8	^(2)(7)(12)
	Class A2 units						11/2023		102,501			2,050.0		1,899.8	^(2)(12)
												12,905.9		12,960.8
OneDigital Borrower LLC	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		07/2031		36,912.0		36,767.5		36,959.3	⁽²⁾⁽⁷⁾
Ryan Specialty Group, LLC	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%		09/2031		23,744.5		23,710.5		23,803.8	^(2)(5)(7)
SIG Parent Holdings, LLC ⁽¹⁰⁾	First lien senior secured loan	9.36	%	SOFR (M)	5.00	%		08/2031		25,492.9		25,185.4		25,167.0	^(2)(7)(12)
USI, Inc.	First lien senior secured loan	6.58	%	SOFR (Q)	2.25	%		11/2029		41,733.6		41,740.8		41,624.2	⁽²⁾
	First lien senior secured loan	6.58	%	SOFR (Q)	2.25	%		09/2030		13,749.3		13,742.9		13,711.4	⁽²⁾
												55,483.7		55,335.6
World Insurance Associates, LLC and World Associates Holdings, LLC ⁽¹⁰⁾	First lien senior secured loan	10.08	%	SOFR (Q)	5.75	%		04/2028		17,072.4		16,891.2		17,072.4	^(2)(7)(12)

												725,466.8		728,449.1		12.35	%

See accompanying notes to consolidated financial statements.

F-21

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Media and Entertainment
22 HoldCo Limited	Senior subordinated loan	12.73	%PIK	SONIA (S)	7.50	%		08/2033		21,591.2		21,497.4		21,591.2	^{(2)(5)(7)(12)}
3 Step Sports LLC ⁽¹⁰⁾	First lien senior secured loan	12.34% (1.50	%PIK)	SOFR (Q)	8.00	%		10/2029		16,557.2		15,728.0		14,875.0	^(2)(7)(12)
Broadcast Music, Inc. ⁽¹⁰⁾	First lien senior secured loan	10.39	%	SOFR (Q)	5.75	%		02/2030		29,467.3		28,840.9		29,467.3	^(2)(7)(12)
CFC Funding LLC	Loan instrument units	9.75	%PIK				07/2023		5,300			5,565.5		5,829.3	^(5)(12)
Charter Communications Operating, LLC	First lien senior secured loan	6.78	%	SOFR (S)	2.25	%		11/2031		24,212.5		24,152.2		24,141.8	⁽²⁾⁽⁵⁾
Creative Artists Agency, LLC	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%		10/2031		40,561.5		40,599.0		40,708.0	⁽²⁾
Dundee Eros, LP	Limited partnership interest						11/2024		4,283,000			4,283.0		4,283.0	^(2)(12)
Fever Labs, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	11.00	%					11/2028		5,974.0		5,873.8		5,974.0	^(2)(12)
	First lien senior secured loan	11.00	%					11/2028		20,625.7		19,037.9		20,625.7	^(2)(12)
	Series E-5 Convertible Shares						08/2024		318,631			1,381.9		1,477.2	^(2)(12)
												26,293.6		28,076.9
FinEquity Holdings, LLC	Class A common interest						12/2024		20			138,844.9		138,844.9	⁽¹²⁾
	Class A common interest						12/2024		20			4,056.2		4,056.2	⁽¹²⁾
	Class A common interest						12/2024		20			1,000.5		1,000.5	⁽¹²⁾
												143,901.6		143,901.6
Global Music Rights, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	9.10	%	SOFR (Q)	4.75	%		12/2031		1,364.6		1,129.6		1,159.9	^(7)(12)
	First lien senior secured loan	9.10	%	SOFR (S)	4.75	%		12/2031		136,354.2		133,882.2		134,308.9	^(7)(12)
												135,011.8		135,468.8
League One Volleyball, Inc.	Series B preferred stock						07/2023		194			1.0		2.3	^(2)(12)
	Series C preferred stock						09/2024		67			0.6		0.6	^(2)(12)
												1.6		2.9
Legends Hospitality Holding Company, LLC and ASM Buyer, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	9.41	%	SOFR (M)	5.00	%		08/2030		320.2		260.1		256.2	^{(2)(7)(9)(12)}
	First lien senior secured loan	10.02% (2.75	%PIK)	SOFR (Q)	5.50	%		08/2031		27,410.8		26,894.8		26,862.6	^(2)(7)(12)
												27,154.9		27,118.8
LiveBarn Inc.	Middle preferred shares						08/2023		2,838,691			10,000.0		12,498.8	^(2)(5)(12)
NEP Group, Inc.	First lien senior secured loan	7.72% (1.50	%PIK)	SOFR (M)	3.25	%		08/2026		25,777.3		24,793.8		23,431.6	⁽²⁾
	First lien senior secured loan	10.09% (1.50	%PIK)	SOFR (M)	5.50	%		08/2026		14,416.0		13,993.5		13,154.6	⁽²⁾⁽⁷⁾
												38,787.3		36,586.2
Orange Barrel Media, LLC/IKE Smart City, LLC ⁽¹⁰⁾	Private asset-backed investment	10.11	%	SOFR (M)	5.75	%		03/2027		2,852.0		2,826.1		2,852.0	^(7)(12)
	Private asset-backed investment	10.11	%	SOFR (M)	5.75	%		10/2027		1,863.3		1,826.1		1,863.3	^(7)(12)
												4,652.2		4,715.3
OVG Business Services, LLC	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		06/2031		4,064.8		4,046.0		4,069.9	⁽²⁾
Quartz Holding Company	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%		10/2028		7,081.5		7,061.9		7,116.9	^(2)(7)(12)
Sandlot Action Sports, LLC	Common units						05/2024		3,384			25.0		25.0	⁽¹²⁾
South Florida Motorsports, LLC	Class A common interest						12/2024		20			4,139.2		4,139.8	⁽¹²⁾
Summer (BC) Bidco B LLC	First lien senior secured loan	9.59	%	SOFR (Q)	5.00	%		02/2029		1,955.4		1,946.0		1,964.6	⁽⁵⁾
	First lien senior secured loan	9.09	%	SOFR (Q)	4.50	%		12/2026		1,007.1		1,007.1		1,010.8	^(2)(5)(7)
												2,953.1		2,975.4
United Talent Agency LLC	First lien senior secured loan	8.20	%	SOFR (M)	3.75	%		07/2028		11,925.9		11,896.2		11,985.6	^(2)(7)(12)
WideOpenWest Finance, LLC	First lien senior secured loan	11.55	%	SOFR (Q)	7.00	%		12/2028		3,259.2		3,228.3		3,389.6	^{(2)(5)(7)(12)}
William Morris Endeavor Entertainment, LLC (IMG Worldwide Holdings, LLC)	First lien senior secured loan	7.22	%	SOFR (M)	2.75	%		05/2025		39,645.6		39,669.7		39,695.2	⁽²⁾⁽⁵⁾
WRE Sports Investments LLC ⁽¹⁰⁾	First lien senior secured loan	11.00% (5.50	%PIK)					07/2031		34,254.5		33,473.1		33,393.3	^(2)(12)
Zuffa Guarantor LLC	First lien senior secured loan	6.77	%	SOFR (Q)	2.25	%		11/2031		30,000.0		29,962.8		30,129.6	⁽²⁾⁽⁵⁾

												662,924.3		666,185.2		11.29	%

See accompanying notes to consolidated financial statements.

F-22

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Pharmaceuticals, Biotechnology and Life Sciences
ADMA Biologics Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	8.34	%	SOFR (Q)	3.75	%		12/2027		0.6		0.6		0.6	^{(2)(5)(7)(12)}
	First lien senior secured loan	10.85	%	SOFR (Q)	6.50	%		12/2027		2,240.2		2,198.7		2,240.2	^{(2)(5)(7)(12)}
												2,199.3		2,240.8
Alcami Corporation ⁽¹⁰⁾	First lien senior secured revolving loan	11.44	%	SOFR (M)	7.00	%		12/2028		41.1		21.2		41.1	^(2)(7)(12)
	First lien senior secured loan	11.66	%	SOFR (Q)	7.00	%		12/2028		4,323.8		4,166.4		4,323.8	^(2)(7)(12)
												4,187.6		4,364.9
Bamboo US BidCo LLC ⁽¹⁰⁾	First lien senior secured loan	9.77	%	SOFR (Q)	5.25	%		09/2030		14,056.4		13,724.6		14,056.4	^(2)(7)(12)
	First lien senior secured loan	8.25	%	Euribor (Q)	5.25	%		09/2030		8,303.6		8,351.5		8,303.6	^(2)(7)(12)
												22,076.1		22,360.0
Cambrex Corporation	First lien senior secured loan	7.96	%	SOFR (M)	3.50	%		12/2026		44,884.9		44,786.6		44,820.7	⁽²⁾⁽⁷⁾
Creek Parent, Inc. and Creek Feeder, L.P. ⁽¹⁰⁾	First lien senior secured loan	9.63	%	SOFR (S)	5.25	%		12/2031		123,825.2		121,670.1		121,658.2	^(2)(7)(12)
	Limited partnership interest						12/2024		4,209,000			4,209.0		4,209.0	^(2)(12)
												125,879.1		125,867.2
Curia Global, INC.	First lien senior secured loan	8.44	%	SOFR (Q)	3.75	%		08/2026		31,955.5		30,699.0		30,444.3	⁽²⁾⁽⁷⁾
Curium BidCo S.a r.l.	First lien senior secured loan	7.96	%	SOFR (S)	3.50	%		07/2029		18,316.8		18,350.0		18,488.6	⁽²⁾⁽⁵⁾
Da Vinci Purchaser Corp.	First lien senior secured loan	7.86	%	SOFR (M)	3.50	%		01/2027		52,268.6		52,314.8		52,436.4	⁽²⁾⁽⁷⁾
Grifols Worldwide Operations USA, Inc.	First lien senior secured loan	6.74	%	SOFR (Q)	2.00	%		11/2027		18,427.9		18,161.1		18,331.2	⁽²⁾⁽⁵⁾
Gula Buyer Inc.	First lien senior secured loan	9.55	%	SOFR (M)	5.00	%		10/2031		150,000.0		148,174.9		148,125.0	^(2)(7)(12)
IGEA Bidco S.P.A ⁽¹⁰⁾	First lien senior secured notes	9.93	%					09/2031		3,809.5		4,045.2		3,944.6	^(2)(5)(12)
Packaging Coordinators Midco, Inc.	First lien senior secured loan	7.84	%	SOFR (Q)	3.25	%		11/2027		52,644.9		52,707.8		52,827.6	⁽²⁾⁽⁷⁾
Precision Medicine Group, LLC	First lien senior secured loan	7.43	%	SOFR (Q)	3.00	%		11/2027		15,190.1		15,137.6		15,166.4	⁽²⁾⁽⁷⁾
Solar Bidco Limited ⁽¹⁰⁾	First lien senior secured loan	8.43	%	Euribor (Q)	5.75	%		11/2029		3,712.9		3,579.8		3,589.7	^{(2)(5)(7)(12)}
WCI-BXC Purchaser, LLC and WCI-BXC Investment Holdings, L.P. ⁽¹⁰⁾	First lien senior secured loan	10.78	%	SOFR (Q)	6.25	%		11/2030		4,414.2		4,321.7		4,414.2	^(2)(7)(12)
	Limited partnership interests						11/2023		731,000			731.6		676.9	^(2)(12)
												5,053.3		5,091.1

												547,352.2		548,098.5		9.29	%

See accompanying notes to consolidated financial statements.

F-23

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Investment Funds and Vehicles
ABPCI 2019-5A	Collaterized loan obligation	10.37	%	SOFR (Q)	5.75	%		01/2036		1,100.0		1,100.0		1,128.0	^(5)(12)
ABPCI 2022-11	Collaterized loan obligation	11.42	%	SOFR (Q)	7.00	%		01/2038		7,000.0		7,000.0		7,026.8	^(5)(12)
ABPCI 2024-17	Collaterized loan obligation	12.57	%	SOFR (Q)	8.00	%		08/2036		3,000.0		3,000.0		2,968.7	^(5)(12)
ATRM 14	Collaterized loan obligation	16.20	%					10/2037		8,171.4		4,892.9		4,999.0	^(5)(12)
	Collaterized loan obligation	11.40	%	SOFR (Q)	6.50	%		10/2037		5,600.0		5,600.0		5,712.7	^(5)(12)
	Collaterized loan obligation	11.70	%					10/2037		639.5		411.6		391.2	^(5)(12)
												10,904.5		11,102.9
ATRM 15	Collaterized loan obligation	11.15	%	SOFR (Q)	6.50	%		07/2037		1,900.0		1,900.0		1,928.3	^(5)(12)
AUDAX 2024-9	Collaterized loan obligation	9.82	%	SOFR (Q)	5.20	%		04/2036		2,000.0		2,000.0		2,033.3	^(5)(12)
BABSN 2023-3	Collaterized loan obligation	11.99	%	SOFR (Q)	7.33	%		10/2036		562.5		577.7		579.9	^(5)(12)
BALLY 2022-21	Collaterized loan obligation	15.70	%					10/2037		2,520.0		2,406.6		2,378.9	^(5)(12)
BALLY 2023-24	Collaterized loan obligation	9.71	%	SOFR (Q)	5.05	%		07/2036		1,500.0		1,500.0		1,524.7	^(5)(12)
BALLY 2024-26	Collaterized loan obligation	11.43	%	SOFR (Q)	6.10	%		07/2037		1,500.0		1,500.0		1,513.1	^(5)(12)
BCC 2020-1	Collaterized loan obligation	11.78	%	SOFR (Q)	7.15	%		04/2033		1,750.0		1,750.0		1,765.3	^(5)(12)
BCC 2023-3	Collaterized loan obligation	9.88	%	SOFR (Q)	5.25	%		07/2036		1,500.0		1,500.0		1,533.6	^(5)(12)
BERRY 2024-1	Collaterized loan obligation	12.50	%					10/2037		5,220.0		2,302.0		2,354.6	^(5)(12)
BROOKP 2024-1	Collaterized loan obligation	11.12	%	SOFR (Q)	6.50	%		04/2037		1,000.0		1,000.0		1,024.1	^(5)(12)
BSP 2016-9	Collaterized loan obligation	10.52	%	SOFR (Q)	5.90	%		10/2037		3,125.0		3,125.0		3,148.7	^(5)(12)
BSP 2018-14	Collaterized loan obligation	10.74	%	SOFR (Q)	6.15	%		10/2037		5,500.0		5,500.0		5,633.8	^(5)(12)
BSP 2022-28	Collaterized loan obligation	9.96	%	SOFR (Q)	5.40	%		10/2037		500.0		500.0		501.4	^(5)(12)
BSP 2024-34	Collaterized loan obligation	11.33	%	SOFR (Q)	6.70	%		07/2037		1,250.0		1,250.0		1,287.9	^(5)(12)
BSP 2024-35	Collaterized loan obligation	10.73	%	SOFR (Q)	6.10	%		04/2037		1,250.0		1,250.0		1,273.2	^(5)(12)
BSP 2024-37	Collaterized loan obligation	12.50	%					01/2038		8,430.0		8,430.0		8,430.0	^(5)(12)
BSP 2024-38A	Collaterized loan obligation	9.31	%	SOFR (Q)	5.00	%		01/2038		3,750.0		3,750.0		3,769.5	^(5)(12)
BTCP 2023-1	Collaterized loan obligation	11.10	%	SOFR (M)	6.50	%		09/2030		6,100.0		6,105.7		6,100.0	^(5)(12)
BX 2024-SLCT	Commercial mortgage-backed security	7.84	%	SOFR (M)	3.39	%		01/2040		24,185.0		24,124.5		24,139.8	^(5)(12)
CAVU 2021-1	Collaterized loan obligation	11.63	%	SOFR (Q)	7.00	%		07/2037		1,000.0		1,000.0		1,006.3	^(5)(12)
CEDF 2021-14	Collaterized loan obligation	15.40	%					07/2033		1,840.0		995.9		975.2	^(5)(12)
CGMS 2019-2	Collaterized loan obligation	11.83	%	SOFR (Q)	7.00	%		10/2037		4,387.5		4,387.5		4,526.6	^(5)(12)
CGMS 2022-2	Collaterized loan obligation	11.51	%	SOFR (Q)	6.95	%		01/2038		2,850.0		2,850.0		2,913.0	^(5)(12)
CGMS 2022-5	Collaterized loan obligation	12.20	%	SOFR (Q)	7.10	%		10/2037		4,190.0		4,190.0		4,321.1	^(5)(12)
CGMS 2023-1	Collaterized loan obligation	9.72	%	SOFR (Q)	5.10	%		07/2035		1,250.0		1,250.0		1,271.5	^(5)(12)
CGMS 2023-2	Collaterized loan obligation	9.62	%	SOFR (Q)	5.00	%		07/2036		2,000.0		2,000.0		2,044.5	^(5)(12)
CGMS 2024-1	Collaterized loan obligation	11.58	%	SOFR (Q)	6.92	%		04/2037		1,096.0		1,119.3		1,126.8	^(5)(12)
CGMS 2024-2	Collaterized loan obligation	11.48	%	SOFR (Q)	6.85	%		04/2037		1,500.0		1,500.0		1,544.1	^(5)(12)
CGMS 2024-3	Collaterized loan obligation	11.70	%	SOFR (Q)	6.40	%		07/2036		2,600.0		2,600.0		2,680.9	^(5)(12)
CGMS 2024-5	Collaterized loan obligation	12.60	%					10/2036		2,700.0		2,409.8		2,487.9	^(5)(12)
	Collaterized loan obligation	10.20	%	SOFR (Q)	5.65	%		10/2036		1,500.0		1,500.0		1,537.6	^(5)(12)
												3,909.8		4,025.5
CIFC 2018-1	Collaterized loan obligation	9.72	%	SOFR (Q)	5.25	%		01/2038		830.0		830.0		834.0	^(5)(12)
CIFC 2020-4	Collaterized loan obligation	9.33	%	SOFR (Q)	4.90	%		01/2040		5,500.0		5,500.0		5,528.6	^(5)(12)
CIFC 2021-1	Collaterized loan obligation	10.63	%	SOFR (Q)	6.00	%		07/2037		1,820.0		1,820.0		1,853.0	^(5)(12)
CIFC 2021-4	Collaterized loan obligation	11.37	%	SOFR (Q)	6.20	%		07/2037		1,000.0		1,000.6		1,027.6	^(5)(12)
CIFC 2021-5	Collaterized loan obligation	9.41	%	SOFR (Q)	5.10	%		01/2038		3,500.0		3,500.0		3,517.5	^(5)(12)
CIFC 2022-5	Collaterized loan obligation	8.55	%	SOFR (Q)	3.90	%		01/2037		6,000.0		6,000.0		6,132.8	^(5)(12)
CIFC 2022-6	Collaterized loan obligation	10.36	%	SOFR (Q)	5.75	%		10/2038		437.5		437.5		447.9	^(5)(12)
CIFC 2022-7	Collaterized loan obligation	9.91	%	SOFR (Q)	5.35	%		01/2038		687.5		687.5		689.5	^(5)(12)
CIFC 2024-1	Collaterized loan obligation	11.23	%	SOFR (Q)	6.60	%		04/2037		375.0		384.3		386.0	^(5)(12)
CIFC 2024-2	Collaterized loan obligation	11.03	%	SOFR (Q)	6.40	%		04/2037		2,000.0		2,000.0		2,057.6	^(5)(12)
CIFC 2024-4	Collaterized loan obligation	12.70	%					10/2037		2,600.0		2,373.1		2,511.0	^(5)(12)
CIFC 2024-5	Collaterized loan obligation	9.48	%	SOFR (Q)	5.15	%		01/2038		4,000.0		4,000.0		4,020.8	^(5)(12)
Constellation Wealth Capital Fund, L.P. ⁽¹¹⁾	Limited partner interests						01/2024		1,935,706			1,764.7		1,834.1	⁽⁵⁾
CPTPK 2024-1	Collaterized loan obligation	10.62	%	SOFR (Q)	6.00	%		07/2037		1,400.0		1,400.0		1,442.2	^(5)(12)
CWC Fund I Co-Invest (ALTI) LP	Limited partnership interests						03/2024		6,653,000			6,673.6		7,171.9	^(2)(5)(12)
DRSLF 2022-104	Collaterized loan obligation	11.92	%	SOFR (Q)	7.40	%		08/2034		5,756.0		5,756.0		5,815.1	^(5)(12)
ELM12 2021-5	Collaterized loan obligation	10.47	%	SOFR (Q)	5.90	%		10/2037		1,475.0		1,475.0		1,509.6	^(5)(12)
ELM24 2023-3	Collaterized loan obligation	9.55	%	SOFR (Q)	5.10	%		01/2038		2,000.0		2,000.0		2,009.7	^(5)(12)
ELM27 2024-3	Collaterized loan obligation	10.88	%	SOFR (Q)	6.25	%		04/2037		2,000.0		2,000.0		2,050.5	^(5)(12)
ELM29 2024-5	Collaterized loan obligation	11.02	%	SOFR (Q)	6.40	%		04/2037		3,500.0		3,519.7		3,615.4	^(5)(12)
ELM30 2024-6	Collaterized loan obligation	10.55	%	SOFR (Q)	5.25	%		07/2037		1,250.0		1,268.8		1,272.1	^(5)(12)
ELM32 2024-8	Collaterized loan obligation	12.42	%					10/2037		2,520.0		2,268.0		2,340.8	^(5)(12)
ELM35 2024-11	Collaterized loan obligation	11.20	%					10/2037		1,740.0		1,581.7		1,505.4	^(5)(12)
ELM37 2024-13	Collaterized loan obligation	9.11	%	SOFR (Q)	4.75	%		01/2038		3,000.0		3,000.0		3,015.0	^(5)(12)
ELMW1 2019-1	Collaterized loan obligation	8.37	%	SOFR (Q)	3.75	%		04/2037		6,000.0		6,000.0		6,126.5	^(5)(12)
ELMW4 2020-1	Collaterized loan obligation	10.78	%	SOFR (Q)	6.15	%		04/2037		2,514.0		2,539.1		2,593.1	^(5)(12)
ELMW8 2021-1	Collaterized loan obligation	10.87	%	SOFR (Q)	6.25	%		04/2037		5,028.0		5,086.9		5,137.6	^(5)(12)
GCBSL 2022-60	Collaterized loan obligation	10.63	%	SOFR (Q)	6.00	%		10/2034		2,375.0		2,375.0		2,364.9	^(5)(12)
GCBSL 2024-77	Collaterized loan obligation	9.20	%	SOFR (Q)	4.85	%		01/2038		1,500.0		1,500.0		1,507.5	^(5)(12)
GLM 2022-12	Collaterized loan obligation	10.32	%	SOFR (Q)	5.70	%		07/2037		2,100.0		2,109.5		2,153.6	^(5)(12)
GNRT 2	Collaterized loan obligation	11.98	%	SOFR (Q)	7.35	%		10/2037		250.0		251.1		256.2	^(5)(12)
GNRT 2022-10	Collaterized loan obligation	12.70	%	SOFR (Q)	8.07	%		07/2035		500.0		510.7		505.8	^(5)(12)
GNRT 2023-11	Collaterized loan obligation	12.14	%	SOFR (Q)	7.30	%		10/2037		2,258.0		2,258.0		2,320.8	^(5)(12)
GNRT 2024-15	Collaterized loan obligation	11.32	%	SOFR (Q)	6.70	%		07/2037		2,000.0		2,000.0		2,050.2	^(5)(12)
GNRT 2024-18	Collaterized loan obligation	12.60	%					01/2038		7,160.0		6,334.5		6,519.0	^(5)(12)
GNRT 2024-20	Collaterized loan obligation	12.30	%					01/2038		19,647.8		17,973.8		17,977.3	^(5)(12)
GNRT 4	Collaterized loan obligation	11.52	%	SOFR (Q)	6.90	%		07/2037		2,000.0		2,000.0		2,049.4	^(5)(12)
GNRT 6	Collaterized loan obligation	11.79	%	SOFR (Q)	7.25	%		10/2037		1,820.0		1,820.0		1,867.6	^(5)(12)
GNRT 9	Collaterized loan obligation	10.82	%	SOFR (Q)	6.35	%		01/2038		4,015.0		4,015.0		4,031.1	^(5)(12)
GOCAP 2024-71	Collaterized loan obligation	9.62	%	SOFR (Q)	5.10	%		02/2037		4,500.0		4,500.0		4,584.1	^(5)(12)
HAMLN 2024-1	Collaterized loan obligation	9.96	%	SOFR (Q)	5.40	%		10/2037		2,017.5		2,017.5		2,027.5	^(5)(12)
KKR 2024-53	Collaterized loan obligation	12.70	%					01/2038		6,100.0		5,529.0		5,695.1	^(5)(12)
	Collaterized loan obligation	11.02	%	SOFR (Q)	6.50	%		01/2038		2,235.0		2,235.0		2,261.9	^(5)(12)
												7,764.0		7,957.0
KKR 48	Collaterized loan obligation	8.92	%	SOFR (Q)	4.30	%		10/2036		2,000.0		2,000.0		2,034.3	^(5)(12)

See accompanying notes to consolidated financial statements.

F-24

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Linden Structured Capital Fund II-A LP ⁽¹¹⁾	Limited partnership interests						07/2024		1,470,727			1,559.0		1,479.6	⁽²⁾⁽⁵⁾
MAGNE 2019-24	Collaterized loan obligation	11.06	%	SOFR (Q)	6.40	%		04/2035		500.0		500.1		503.2	^(5)(12)
MAGNE 2022-33	Collaterized loan obligation	10.17	%	SOFR (Q)	5.55	%		10/2037		5,875.0		5,875.0		5,995.8	^(5)(12)
MAGNE 2023-36	Collaterized loan obligation	9.53	%	SOFR (Q)	4.90	%		04/2036		1,750.0		1,750.0		1,777.8	^(5)(12)
MAGNE 2023-39	Collaterized loan obligation	9.33	%	SOFR (Q)	4.90	%		01/2037		637.5		637.5		640.8	^(5)(12)
MAGNE 2024-41	Collaterized loan obligation	9.21	%	SOFR (Q)	4.90	%		01/2038		2,312.5		2,312.5		2,324.5	^(5)(12)
MAGNE 2024-42	Collaterized loan obligation	9.31	%	SOFR (Q)	5.00	%		01/2038		2,125.0		2,096.8		2,136.0	^(5)(12)
MAGNE 2024-44	Collaterized loan obligation	12.00	%					10/2037		4,100.0		3,690.0		3,747.7	^(5)(12)
MDPK 2016-20	Collaterized loan obligation	11.23	%	SOFR (Q)	6.40	%		10/2037		2,727.5		2,727.5		2,770.0	^(5)(12)
MDPK 2018-32	Collaterized loan obligation	11.03	%	SOFR (Q)	6.40	%		07/2037		4,850.0		4,850.0		4,924.3	^(5)(12)
MDPK 2019-34	Collaterized loan obligation	11.15	%	SOFR (Q)	6.50	%		10/2037		1,700.0		1,700.0		1,729.7	^(5)(12)
MDPK 2019-37	Collaterized loan obligation	11.26	%	SOFR (Q)	6.60	%		04/2037		1,000.0		1,000.0		1,016.1	^(5)(12)
MDPK 2021-59	Collaterized loan obligation	11.03	%	SOFR (Q)	6.40	%		04/2037		2,250.0		2,250.0		2,282.6	^(5)(12)
MDPK 2022-55	Collaterized loan obligation	10.63	%	SOFR (Q)	6.00	%		07/2037		1,680.0		1,680.0		1,704.8	^(5)(12)
MDPK 2022-60	Collaterized loan obligation	11.13	%	SOFR (Q)	6.50	%		10/2037		5,625.0		5,625.0		5,745.8	^(5)(12)
MDPK 2024-66	Collaterized loan obligation	9.85	%	SOFR (Q)	5.50	%		10/2037		2,500.0		2,500.0		2,513.0	^(5)(12)
	Collaterized loan obligation	12.20	%					10/2037		2,410.0		2,336.3		2,336.3	^(5)(12)
												4,836.3		4,849.3
MDPK 2024-67	Collaterized loan obligation	11.43	%	SOFR (Q)	6.80	%		04/2037		2,500.0		2,500.0		2,571.1	^(5)(12)
MDPK 2024-68	Collaterized loan obligation	9.54	%	SOFR (Q)	5.10	%		01/2038		2,375.0		2,375.0		2,387.4	^(5)(12)
MDPK 2024-69	Collaterized loan obligation	11.58	%	SOFR (Q)	6.25	%		07/2037		1,500.0		1,500.0		1,543.7	^(5)(12)
MidOcean CLO Equity Fund I, LP ⁽¹¹⁾	Limited partnership interest	9.00	%				10/2024		5,255,376			5,255.4		5,255.4	^(5)(12)
NMC CLO-2	Collaterized loan obligation	10.06	%	SOFR (Q)	5.70	%		01/2038		937.5		937.5		942.4	^(5)(12)
OAKC 2015-12	Collaterized loan obligation	9.60	%					04/2037		14,541.0		9,245.1		9,474.3	^(5)(12)
OAKC 2016-13	Collaterized loan obligation	11.70	%					10/2037		2,920.0		2,309.7		2,341.2	^(5)(12)
	Collaterized loan obligation	11.70	%					01/2030		1,400.0		1,107.4		1,122.5	^(5)(12)
	Collaterized loan obligation	10.37	%	SOFR (Q)	5.75	%		10/2037		1,220.0		1,220.0		1,253.4	^(5)(12)
												4,637.1		4,717.1
OAKC 2017-15	Collaterized loan obligation	12.60	%					01/2030		3,441.5		1,978.9		1,997.7	^(5)(12)
OAKC 2019-3	Collaterized loan obligation	9.51	%	SOFR (Q)	5.00	%		01/2038		500.0		500.0		501.4	^(5)(12)
OAKC 2019-4	Collaterized loan obligation	9.34	%	SOFR (Q)	4.95	%		01/2038		3,640.0		3,640.0		3,658.9	^(5)(12)
OAKC 2020-5	Collaterized loan obligation	12.50	%					10/2037		3,130.0		3,244.9		3,162.1	^(5)(12)
OAKC 2020-6	Collaterized loan obligation	12.60	%					10/2037		2,966.0		3,399.0		3,410.9	^(5)(12)
	Collaterized loan obligation	9.84	%	SOFR (Q)	5.25	%		10/2037		1,100.0		1,100.0		1,109.9	^(5)(12)
												4,499.0		4,520.8
OAKC 2021-9	Collaterized loan obligation	10.12	%	SOFR (Q)	5.50	%		10/2037		2,050.0		2,050.0		2,107.8	^(5)(12)
	Collaterized loan obligation	13.10	%					10/2037		1,500.0		1,527.2		1,526.1	^(5)(12)
												3,577.2		3,633.9
OAKC 2021-16	Collaterized loan obligation	11.50	%					10/2034		1,210.0		1,069.0		1,079.9	^(5)(12)
OAKC 2022-12	Collaterized loan obligation	9.62	%	SOFR (Q)	5.00	%		07/2036		2,000.0		2,000.0		2,038.6	^(5)(12)
OAKC 2023-15	Collaterized loan obligation	9.62	%	SOFR (Q)	5.00	%		04/2035		2,000.0		2,000.0		2,032.6	^(5)(12)
OAKC 2023-16	Collaterized loan obligation	8.62	%	SOFR (Q)	4.00	%		10/2036		2,000.0		2,000.0		2,040.6	^(5)(12)
OCPA 2023-29	Collaterized loan obligation	9.35	%	SOFR (Q)	5.00	%		01/2036		1,000.0		1,000.0		1,005.0	^(5)(12)
OCT66 2022-1	Collaterized loan obligation	12.11	%	SOFR (Q)	7.62	%		11/2036		937.5		944.5		958.7	^(5)(12)
OHACP 2024-17	Collaterized loan obligation	9.40	%	SOFR (Q)	5.00	%		01/2038		3,000.0		3,000.0		3,007.6	^(5)(12)
	Collaterized loan obligation	12.00	%					01/2038		2,610.0		2,479.5		2,484.7	^(5)(12)
												5,479.5		5,492.3
OKANAGAN 2024-1	Private asset-backed investment	12.55	%	SOFR (M)	8.25	%		12/2032		30,300.0		30,350.9		30,300.0	^(5)(12)
PROSE 2024-3	Private asset-backed investment	8.85	%					10/2054		25,000.0		25,000.0		24,526.8	^(5)(12)
PXLY 2024-1	Collaterized loan obligation	9.50	%	SOFR (Q)	5.00	%		01/2037		6,550.0		6,550.0		6,584.1	^(5)(12)
RRAM 2022-21	Collaterized loan obligation	12.90	%					01/2123		13,070.0		9,606.2		9,613.2	^(5)(12)
RRAM 2024-30	Collaterized loan obligation	12.46	%					07/2036		7,000.0		6,457.5		6,411.2	^(5)(12)
RVRPK 2024-1	Collaterized loan obligation	9.15	%	SOFR (Q)	4.80	%		01/2038		6,500.0		6,500.0		6,516.3	^(5)(12)
SIXST 2021-17	Collaterized loan obligation	11.00	%					01/2034		5,550.0		3,787.9		3,582.2	^(5)(12)
SIXST 2022-21	Collaterized loan obligation	10.39	%	SOFR (Q)	5.75	%		10/2037		2,025.0		2,025.0		2,080.0	^(5)(12)
SIXST 2024-27	Collaterized loan obligation	9.61	%	SOFR (Q)	5.25	%		01/2038		1,750.0		1,750.0		1,754.4	^(5)(12)
SPEAK 2024-11	Collaterized loan obligation	13.48	%					07/2037		4,000.0		3,468.4		3,891.6	^(5)(12)
STKPK 2022-1	Collaterized loan obligation	10.81	%	SOFR (Q)	6.15	%		10/2037		3,375.0		3,375.0		3,448.0	^(5)(12)
SYMP 2022-33	Collaterized loan obligation	9.69	%	SOFR (Q)	5.35	%		01/2038		2,500.0		2,500.0		2,512.5	^(5)(12)
SYMP 2022-36	Collaterized loan obligation	11.63	%	SOFR (Q)	7.00	%		10/2037		1,120.0		1,120.0		1,148.2	^(5)(12)
SYMP 2023-40	Collaterized loan obligation	9.67	%	SOFR (Q)	5.25	%		01/2038		1,500.0		1,500.0		1,507.8	^(5)(12)
Texas Debt Capital CLO 2024-II Ltd	Collaterized loan obligation	9.81	%	SOFR (Q)	5.25	%		01/2037		4,100.0		4,100.0		4,119.2	^(5)(12)
THPT 2023-THL	Commercial mortgage-backed security	10.40	%					12/2034		5,000.0		4,987.5		5,021.5	^(5)(12)
Tikehau Green Diamond II CFO Equity LP ⁽¹¹⁾	Private asset-backed investment	10.60	%	Euribor (Q)	7.75	%	12/2024		2,791,938			2,843.8		2,836.0	^(5)(12)
Tikehau Ruby CLO Equity LP ⁽¹¹⁾	Private asset-backed investment	13.06	%	Euribor (Q)	10.00	%	03/2024		1,613,487			1,342.0		1,271.4	^(5)(7)(12)
Tikehau Topaz LP ⁽¹¹⁾	Private asset-backed investment	13.57	%	SOFR (Q)	9.00	%	06/2024		2,562,960			2,244.4		2,247.7	^(5)(7)(12)
VOYA 2022-3	Collaterized loan obligation	9.12	%	SOFR (Q)	4.50	%		10/2036		2,000.0		2,000.0		2,050.6	^(5)(12)
VOYA 2024-1	Collaterized loan obligation	11.31	%	SOFR (Q)	6.65	%		04/2037		1,681.9		1,743.9		1,728.4	^(5)(12)
WILDPK 2024-1	Collaterized loan obligation	10.33	%	SOFR (Q)	5.75	%		10/2037		1,117.5		1,117.5		1,142.6	^(5)(12)

												478,416.9		483,169.2		8.19	%

See accompanying notes to consolidated financial statements.

F-25

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units		Principal	Cost		Fair Value			Assets
Consumer Distribution and Retail
Amazon Holdco Inc.	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%		09/2031			21,270.9		21,252.7		21,182.2	⁽²⁾⁽⁵⁾
Barnes Group Inc.	First lien senior secured loan	7.33	%	SOFR (S)	3.00	%		12/2031			20,000.0		19,950.0		19,990.0
BGI Purchaser, Inc. ⁽¹⁰⁾	First lien senior secured revolving loan	8.51	%	SOFR (Q)	4.00	%		05/2030			11,109.8		10,959.5		11,109.8	^(2)(7)(12)
	First lien senior secured loan	9.51	%	SOFR (Q)	5.00	%		05/2031			34,354.4		33,916.5		34,354.4	^(2)(7)(12)
													44,876.0		45,464.2
BR PJK Produce, LLC	First lien senior secured loan	10.71	%	SOFR (Q)	6.25	%		11/2027			2,698.2		2,668.1		2,698.2	^(2)(7)(12)
	First lien senior secured loan	10.99	%	SOFR (Q)	6.25	%		11/2027			457.5		448.1		457.5	^(7)(12)
													3,116.2		3,155.7
BradyPlus Holdings, LLC ⁽¹⁰⁾	First lien senior secured loan	9.52	%	SOFR (M)	5.00	%		10/2029			31,287.1		30,800.2		31,287.1	^(2)(7)(12)
	First lien senior secured loan	9.40	%	SOFR (Q)	5.00	%		10/2029			198.0		190.6		198.0	^(2)(7)(12)
													30,990.8		31,485.1
City Line Distributors LLC and City Line Investments LLC ⁽¹⁰⁾	First lien senior secured loan	10.48	%	SOFR (M)	6.00	%		08/2028			2,767.2		2,716.0		2,767.2	^(2)(7)(12)
	Class A units	8.00	% PIK				08/2023		120,151				131.8		131.0	^(2)(12)
													2,847.8		2,898.2
Hills Distribution, Inc., Hills Intermediate FT Holdings, LLC and GMP Hills, LP ⁽¹⁰⁾	First lien senior secured revolving loan	8.90	%	SOFR (M)	4.50	%		11/2029			0.6		0.6		0.6	^(2)(7)(12)
	First lien senior secured loan	10.39	%	SOFR (M)	6.00	%		11/2029			4,641.2		4,576.6		4,641.2	^(2)(7)(12)
	Limited partnership interests						11/2023		3,544,000				3,827.5		3,490.8	^(2)(12)
													8,404.7		8,132.6
LS Group Opco Acquisition LLC (LS Group PropCo Acquisition LLC)	First lien senior secured loan	7.36	%	SOFR (M)	3.00	%		04/2031			12,889.6		12,879.9		12,941.9	⁽²⁾
Madison Safety & Flow LLC	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		09/2031			15,427.5		15,449.8		15,528.7	⁽²⁾
Mountaineer Merger Corporation ⁽¹⁰⁾	First lien senior secured revolving loan	9.33	%	SOFR (Q)	5.00	%		10/2027			8,135.0		7,967.5		7,952.1	^(2)(12)
Mr. Greens Intermediate, LLC, Florida Veg Investments LLC, MRG Texas, LLC and Restaurant Produce and Services Blocker, LLC ⁽¹⁰⁾	First lien senior secured revolving loan							05/2029			—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	10.75	%	SOFR (M)	6.25	%		05/2029			9,331.6		9,127.2		9,331.6	^(2)(7)(12)
	Class B limited liability company interest						05/2023		0.04	%			100.0		85.8	^(2)(12)
													9,227.2		9,417.4
Phoenix YW Buyer, Inc. and Phoenix YW Parent, Inc. ⁽¹⁰⁾	First lien senior secured loan	9.33	%	SOFR (M)	5.00	%		05/2030			51,123.8		49,909.0		51,123.8	^{(2)(5)(7)(12)}
	Class B common stock	8.00	% PIK				05/2024		2,158				2,158.0		3,833.2	^(2)(5)(12)
													52,067.0		54,957.0
Royal Borrower, LLC and Royal Parent, LP ⁽¹⁰⁾	First lien senior secured revolving loan							07/2030			—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	9.77	%	SOFR (M)	5.25	%		07/2030			18,605.0		18,349.3		18,326.0	^(2)(7)(12)
	Class A preferred units	10.00	% PIK				07/2024		2,124,000				2,231.5		3,912.4	⁽¹²⁾
													20,580.8		22,238.4
SCIH Salt Holdings Inc.	First lien senior secured loan	7.57	%	SOFR (Q)	3.00	%		01/2029			50,091.7		50,093.7		50,173.3	⁽²⁾⁽⁷⁾
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. ^(10)(11)	First lien senior secured revolving loan							01/2029			—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	10.50	%	SOFR (Q)	6.25	%		01/2029			7,693.9		7,538.2		7,463.0	^(2)(7)(12)
	Common units						01/2023		50,000				50.3		11.7	⁽¹²⁾
													7,588.5		7,474.7
													307,292.6		312,991.5		5.30	%

See accompanying notes to consolidated financial statements.

F-26

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Materials
A-AP Buyer, Inc.	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		09/2031		6,032.8		6,027.5		6,070.5	⁽²⁾
Berlin Packaging L.L.C.	First lien senior secured loan	7.83	%	SOFR (Q)	3.50	%		06/2031		14,188.9		14,223.3		14,259.8
BW Holding, Inc.	First lien senior secured loan	8.66	%	SOFR (Q)	4.00	%		12/2028		14,539.6		13,359.1		12,916.0	⁽²⁾⁽⁷⁾
Charter Next Generation, Inc.	First lien senior secured loan	7.53	%	SOFR (M)	3.00	%		11/2030		46,917.4		46,988.8		47,125.2	⁽²⁾⁽⁷⁾
Flexsys Holdings, Inc.	First lien senior secured loan	9.84	%	SOFR (Q)	5.25	%		11/2028		10,169.2		9,433.8		7,754.0	⁽²⁾⁽⁷⁾
Meyer Laboratory, LLC and Meyer Parent, LLC ⁽¹⁰⁾	First lien senior secured loan	9.61	%	SOFR (M)	5.25	%		02/2030		9,872.3		9,702.5		9,872.3	^(2)(7)(12)
	Common units						02/2024		169,000			169.0		185.8	⁽¹²⁾
												9,871.5		10,058.1
Pregis TopCo LLC	First lien senior secured loan	8.36	%	SOFR (M)	4.00	%		07/2026		26,571.5		26,607.4		26,704.4	⁽²⁾
Quikrete Holdings, Inc.	First lien senior secured loan	6.61	%	SOFR (M)	2.25	%		03/2029		9,476.1		9,476.1		9,465.2	⁽²⁾
Ranpak Corp.	First lien senior secured loan	8.85	%	SOFR (S)	4.50	%		12/2031		8,000.0		7,920.0		7,980.0	^(5)(12)
Reagent Chemical & Research, LLC ⁽¹⁰⁾	First lien senior secured revolving loan							04/2030		—		—		—	^{(2)(7)(8)(12)}
	First lien senior secured loan	9.61	%	SOFR (M)	5.25	%		04/2031		49,891.9		48,990.0		49,891.9	^(2)(7)(12)
												48,990.0		49,891.9
Ring Container Technologies Group, LLC	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%		08/2028		3,069.5		3,076.4		3,074.1	⁽⁷⁾
Touchdown Acquirer Inc.	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%		02/2031		2,176.3		2,171.1		2,193.3	⁽⁵⁾
Trident TPI Holdings, Inc.	First lien senior secured loan	8.19	%	SOFR (S)	3.75	%		09/2028		37,895.9		37,913.8		38,180.2	⁽²⁾⁽⁷⁾
USALCO, LLC ⁽¹⁰⁾	First lien senior secured loan	8.36	%	SOFR (M)	4.00	%		09/2031		23,631.8		23,592.8		23,779.5	⁽²⁾⁽⁷⁾
Vobev, LLC and Vobev Holdings, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	9.69	%	SOFR (S)	5.00	%		04/2028		0.8		0.8		0.8	^(2)(7)(12)
	First lien senior secured loan	13.36	% PIK	SOFR (M)	9.00	%		03/2025		306.1		288.0		306.1	^(2)(12)
	First lien senior secured loan							04/2028		7,702.7		7,370.8		2,310.8	^(2)(12)(13)
	Warrant to purchase Class B units						11/2023	04/2028	5,403			—		—	⁽¹²⁾
	Warrant to purchase ordinary shares						04/2023	11/2033	398			—		—	⁽¹²⁾
												7,659.6		2,617.7

												267,311.2		262,069.9		4.44	%
Food and Beverage
8th Avenue Food & Provisions, Inc.	First lien senior secured loan	8.22	%	SOFR (M)	3.75	%		10/2025		10,278.2		10,084.7		10,023.8	⁽²⁾
	First lien senior secured loan	9.22	%	SOFR (M)	4.75	%		10/2025		5,777.9		5,560.9		5,633.4	⁽⁷⁾
												15,645.6		15,657.2
Badia Spices, LLC ⁽¹⁰⁾	First lien senior secured loan	9.07	%	SOFR (Q)	4.50	%		11/2030		128,571.4		126,384.1		126,321.4	^(2)(7)(12)
Chobani, LLC	First lien senior secured loan	7.72	%	SOFR (M)	3.25	%		10/2027		9,063.8		9,077.9		9,127.2	⁽²⁾⁽⁷⁾
	First lien senior secured loan	8.11	%	SOFR (M)	3.75	%		10/2027		8,803.4		8,801.4		8,866.7
												17,879.3		17,993.9
Demakes Borrower, LLC ⁽¹⁰⁾	First lien senior secured loan	10.45	%	SOFR (M)	6.00	%		12/2029		11,590.2		11,350.6		11,590.2	^(2)(7)(12)
Sugar PPC Buyer LLC ⁽¹⁰⁾	First lien senior secured loan	9.69	%	SOFR (M)	5.25	%		10/2030		24,812.5		24,398.4		24,812.5	^(2)(7)(12)

												195,658.0		196,375.2		3.33	%
Consumer Durables and Apparel
760203 N.B. LTD. ⁽¹⁰⁾	First lien senior secured loan	8.80	%	CDOR (S)	5.50	%		12/2030		20,323.7		19,803.8		19,815.7	^{(2)(5)(7)(12)}
Delta 2 (Lux) Sarl	First lien senior secured loan	6.60	%	SOFR (S)	2.00	%		09/2031		10,336.2		10,336.2		10,351.7	^(2)(5)(7)
	First lien senior secured loan	6.33	%	SOFR (Q)	2.00	%		09/2031		5,168.1		5,168.1		5,175.8	⁽⁵⁾⁽⁷⁾
												15,504.3		15,527.5
Recess Holdings, Inc.	First lien senior secured loan	9.09	%	SOFR (Q)	4.50	%		02/2030		20,306.3		20,368.6		20,477.7	⁽²⁾⁽⁷⁾
St Athena Global LLC and St Athena Global Holdings Limited ⁽¹⁰⁾	First lien senior secured revolving loan	9.84	%	SOFR (Q)	5.25	%		06/2029		1,071.0		1,011.4		982.4	^{(2)(5)(7)(12)}
	First lien senior secured loan	9.95	%	SONIA (M)	5.25	%		06/2030		18,277.2		18,188.6		17,911.6	^{(2)(5)(7)(12)}
	First lien senior secured loan	9.82	%	SOFR (Q)	5.25	%		06/2030		32,283.6		31,851.2		31,637.9	^{(2)(5)(7)(12)}
												51,051.2		50,531.9
Varsity Brands Holding Co., Inc., Hercules Achievement, Inc. and BCPE Hercules Holdings, LP	First lien senior secured loan	8.27	%	SOFR (Q)	3.75	%		08/2031		71,048.4		70,749.5		71,066.2	⁽²⁾

												177,477.4		177,419.0		3.01	%

See accompanying notes to consolidated financial statements.

F-27

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Automobiles and Components
Clarios Global LP	First lien senior secured loan	6.86	%	SOFR (M)	2.50	%		05/2030		12,643.0		12,637.2		12,681.0	⁽²⁾
Collision SP Subco, LLC ⁽¹⁰⁾	First lien senior secured revolving loan	10.09	%	SOFR (Q)	5.50	%		01/2030		52.9		46.8		52.9	^(2)(7)(12)
	First lien senior secured loan	10.09	%	SOFR (Q)	5.50	%		01/2030		4,592.6		4,515.0		4,592.6	^(2)(7)(12)
												4,561.8		4,645.5
Dynamo US Bidco Inc.	First lien senior secured loan	8.26	%	SOFR (S)	4.00	%		10/2031		16,698.9		16,687.5		16,845.0	^(2)(5)(12)
LTI Holdings, Inc.	First lien senior secured loan	9.11	%	SOFR (M)	4.75	%		07/2029		16,729.5		16,497.5		16,737.9	⁽²⁾
New ChurcHill HoldCo LLC and Victory Topco, LP ⁽¹⁰⁾	First lien senior secured loan	9.83	%	SOFR (Q)	5.50	%		11/2029		19,535.4		19,205.7		19,535.4	^(2)(7)(12)
	Class A-2 common units						11/2023		23,290			2,329.0		3,976.0	^(2)(12)
												21,534.7		23,511.4
Truck-Lite Co., LLC, Ecco Holdings Corp. and Clarience Technologies, LLC ⁽¹⁰⁾	First lien senior secured loan	10.27	%	SOFR (Q)	5.75	%		02/2031		34,571.4		33,891.7		34,571.4	^(2)(7)(12)
	Class A common units						02/2024		1,072			2,636.0		2,767.7	⁽¹²⁾
												36,527.7		37,339.1
Wand Newco 3, Inc.	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		01/2031		58,283.7		58,277.9		58,462.6	⁽²⁾

												166,724.3		170,222.5		2.88	%
Telecommunication Services
Delta Topco, Inc.	First lien senior secured loan	8.20	%	SOFR (Q)	3.50	%		11/2029		24,871.0		24,877.0		25,051.3	⁽²⁾
Expereo USA, Inc. and Ristretto Bidco B.V. ⁽¹⁰⁾	First lien senior secured loan	10.40	%	SOFR (Q)	6.00	%		12/2030		55,169.4		54,622.7		54,617.7	^{(2)(5)(7)(12)}
QualityTech, LP	First lien senior secured loan	8.02	%	SOFR (M)	3.50	%		11/2031		22,000.0		21,784.3		22,055.0	^(2)(5)(12)
Switch Master Holdco LLC	Private asset-backed investment	7.44	%	SOFR (S)	3.00	%		12/2025		20,052.0		20,052.0		20,052.0	⁽¹²⁾
	Private asset-backed investment	7.44	%	SOFR (M)	3.00	%		12/2025		14,357.8		13,937.0		13,998.8	^(2)(12)
												33,989.0		34,050.8
Zayo Group Holdings, Inc.	First lien senior secured loan	7.47	%	SOFR (M)	3.00	%		03/2027		24,912.0		22,657.9		23,282.3	⁽²⁾

												157,930.9		159,057.1		2.70	%
Transportation
First Student Bidco Inc.	First lien senior secured loan	6.89	%	SOFR (S)	2.50	%		07/2028		27,959.6		28,059.4		27,984.5	⁽²⁾⁽⁷⁾
	First lien senior secured loan	6.89	%	SOFR (S)	2.50	%		07/2028		7,388.4		7,404.0		7,395.3	⁽⁷⁾
												35,463.4		35,379.8
Nordic Ferry Infrastructure AS	Senior subordinated loan	9.70	%	NIBOR (Q)	5.00	%		11/2031		58,273.9		59,125.2		57,108.5	^(2)(5)(12)
	Senior subordinated loan	7.91	%	Euribor (Q)	5.00	%		11/2031		57,851.7		57,908.1		56,694.7	^(2)(5)(12)
												117,033.3		113,803.2

												152,496.7		149,183.0		2.53	%
Energy
CPPIB OVM Member U.S. LLC	First lien senior secured loan	7.58	%	SOFR (Q)	3.25	%		08/2031		11,213.9		11,168.5		11,284.0	⁽²⁾
Freeport LNG investments, LLLP	First lien senior secured loan	7.88	%	SOFR (Q)	3.00	%		11/2026		39,838.2		39,793.7		39,758.6
	First lien senior secured loan	8.38	%	SOFR (Q)	3.50	%		12/2028		2,000.0		2,000.0		2,007.2	⁽⁷⁾
												41,793.7		41,765.8
HighPeak Energy, Inc.	First lien senior secured loan	11.98	%	SOFR (Q)	7.50	%		09/2026		22,500.0		22,178.1		22,500.0	^{(2)(5)(7)(12)}
M6 Etx Holdings II Midco LLC	First lien senior secured loan	8.96	%	SOFR (M)	4.50	%		09/2029		21,619.3		21,690.0		21,692.6	⁽²⁾⁽⁷⁾
Par Petroleum LLC / Par Petroleum Finance Corp	First lien senior secured loan	8.33	%	SOFR (Q)	3.75	%		02/2030		18,593.3		18,457.9		18,523.6	⁽²⁾⁽⁷⁾
Prairie ECI Acquiror LP	First lien senior secured loan	8.61	%	SOFR (M)	4.25	%		08/2029		11,487.3		11,466.5		11,559.1	⁽²⁾
TransMontaigne Operating Company L.P.	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		11/2028		17,555.7		17,538.2		17,684.5	⁽²⁾⁽⁷⁾

												144,292.9		145,009.6		2.46	%

See accompanying notes to consolidated financial statements.

F-28

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Technology Hardware and Equipment
ConnectWise, LLC	First lien senior secured loan	8.09	%	SOFR (Q)	3.50	%		09/2028		46,401.4		46,406.0		46,643.2	⁽²⁾⁽⁷⁾
Emerald Debt Merger Sub LLC	First lien senior secured loan	6.93	%	SOFR (S)	2.50	%		05/2030		21,926.5		21,908.1		21,991.2	⁽²⁾
	First lien senior secured loan	6.83	%	SOFR (Q)	2.50	%		08/2031		20,493.6		20,455.2		20,553.5	⁽²⁾
												42,363.3		42,544.7
Excelitas Technologies Corp. ⁽¹⁰⁾	First lien senior secured loan	9.61	%	SOFR (M)	5.25	%		08/2029		32,500.0		32,500.0		32,500.0	^(2)(7)(12)
FL Hawk Intermediate Holdings, Inc. ⁽¹⁰⁾	First lien senior secured loan	8.83	%	SOFR (Q)	4.50	%		02/2030		7,853.0		7,778.1		7,853.0	^(2)(7)(12)
Mirion Technologies, Inc.	First lien senior secured loan	6.58	%	SOFR (Q)	2.25	%		10/2028		5,149.8		5,151.6		5,164.2	⁽⁵⁾⁽⁷⁾

												134,199.0		134,705.1		2.28	%
Independent Power and Renewable Electricity Producers
Alpha Generation LLC	First lien senior secured loan	7.11	%	SOFR (M)	2.75	%		09/2031		6,982.5		6,965.5		7,022.6
BNZ TopCo B.V. ⁽¹⁰⁾	Senior subordinated loan	8.60	%	Euribor (Q)	5.75	%		10/2030		11,901.2		11,407.9		11,260.4	^{(2)(5)(7)(12)}
Calpine Corp	First lien senior secured loan	6.12	%	SOFR (M)	1.75	%		12/2027		6,000.0		5,977.5		5,974.8
EFS Cogen Holdings I LLC	First lien senior secured loan	8.11	%	SOFR (Q)	3.50	%		10/2031		5,970.0		5,941.1		5,987.4	⁽²⁾⁽⁷⁾
Hamilton Projects Acquiror, LLC	First lien senior secured loan	8.11	%	SOFR (M)	3.75	%		05/2031		4,895.0		4,883.6		4,923.3	⁽⁷⁾
	First lien senior secured loan	7.33	%	SOFR (S)	3.00	%		05/2031		1,062.5		1,059.8		1,068.6
												5,943.4		5,991.9
Lackawanna Energy Center LLC	First lien senior secured loan	8.61	%	SOFR (M)	4.25	%		08/2029		9,863.5		9,896.7		9,937.5	⁽²⁾⁽⁷⁾
Lightstone Holdco LLC	First lien senior secured loan	10.34	%	SOFR (Q)	5.75	%		01/2027		6,277.9		6,348.5		6,340.7	⁽⁷⁾
South Field, LLC	First lien senior secured loan	8.08	%	SOFR (Q)	3.75	%		08/2031		9,848.1		9,829.4		9,905.5	⁽²⁾
Talen Energy Supply LLC	First lien senior secured loan	7.02	%	SOFR (Q)	2.50	%		12/2031		3,500.0		3,495.6		3,508.8	⁽²⁾⁽⁵⁾
Thunder Generation	First lien senior secured loan	7.33	%	SOFR (Q)	3.00	%		10/2031		16,758.0		16,686.1		16,847.0	⁽²⁾
Watt Holdco Limited ⁽¹⁰⁾	First lien senior secured loan	8.84	%	Euribor (Q)	6.00	%		09/2031		2,775.0		2,889.4		2,789.3	^{(2)(5)(7)(12)}
	First lien senior secured loan	10.70	%	SONIA (Q)	6.00	%		09/2031		1,366.8		1,423.1		1,373.8	^{(2)(5)(7)(12)}
												4,312.5		4,163.1

												86,804.2		86,939.7		1.47	%
Household and Personal Products
Silk Holdings III Corp. and Silk Holdings I Corp. ⁽¹⁰⁾	First lien senior secured revolving loan	8.33	%	SOFR (Q)	4.00	%		05/2029		3,300.3		3,242.2		3,300.3	^(2)(7)(12)
	First lien senior secured loan	9.83	%	SOFR (Q)	5.50	%		05/2029		38,751.2		38,009.1		38,753.1	^(2)(7)(12)
	Common stock						05/2023		100			100.0		263.3	^(2)(12)
												41,351.3		42,316.7
TCI Buyer LLC and TCI Holdings, LP ⁽¹⁰⁾	First lien senior secured loan	9.09	%	SOFR (M)	4.75	%		11/2030		23,687.4		23,337.7		23,332.1	^(2)(7)(12)
	Common stock						11/2024		16,940			1,694.0		1,694.0	^(2)(12)
												25,031.7		25,026.1

												66,383.0		67,342.8		1.14	%

See accompanying notes to consolidated financial statements.

F-29

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2024

(dollar amounts in thousands)

																% of
							Acquisition	Maturity	Shares/		Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽³⁾		Reference ⁽⁶⁾	Spread ⁽³⁾		Date	Date	Units	Principal	Cost		Fair Value			Assets
Real Estate Management and Development
Pallas Funding Trust No.2 (10)	Private asset-backed investment	12.16	%	BBSY (M)	7.85	%		02/2027		1,323.7		1,385.8		1,323.7	^(5)(12)
	Private asset-backed investment	7.45	%	BBSY (M)	4.30	%		10/2027		756.4		809.4		756.4	^(5)(12)
												2,195.2		2,080.1
Pallas NZ Funding Trust No. 1 (10)	Private asset-backed investment	11.49	%	BBSY (M)	6.15	%		07/2026		1,189.6		1,280.3		1,189.6	^(5)(12)
Quintain Investments Holdings Limited (11)	Private asset-backed investment	11.00	%				08/2024	08/2031	31,418,350			40,675.9		39,302.8	^(5)(12)
	Private asset-backed investment						08/2024		54,289			—		—	^(5)(12)
												40,675.9		39,302.8

												44,151.4		42,572.5		0.72	%
Equity Real Estate Investment Trusts (REITs)
Iron Mountain Information Management, LLC	First lien senior secured loan	6.36	%	SOFR (M)	2.00	%		01/2031		9,251.1		9,217.8		9,236.6	⁽⁵⁾
Vantage Data Centers Europe S.a r.l. (10)	Private asset-backed investment	9.61	%	Euribor (M)	6.75	%		05/2029		1,995.6		2,029.4		1,995.6	^(5)(12)

												11,247.2		11,232.2		0.19	%
Semiconductors and Semiconductor Equipment
Ultra Clean Holdings, Inc.	First lien senior secured loan	7.61	%	SOFR (M)	3.25	%		02/2028		5,892.1		5,892.3		5,932.6	⁽²⁾⁽⁵⁾

												5,892.3		5,932.6		0.10	%
Gas Utilities
CQP Holdco L.P.	First lien senior secured loan	6.33	%	SOFR (Q)	2.00	%		12/2030		5,000.0		5,021.9		5,005.0	⁽⁵⁾⁽⁷⁾

												5,021.9		5,005.0		0.08	%

Total Investments											$	11,482,053.0	$	11,549,149.4	⁽¹⁴⁾	195.73	%

See accompanying notes to consolidated financial statements.

F-30

Table of Contents

Derivative Instruments

Foreign currency forward contracts

							Unrealized
		Notional Amount	Notional Amount				Appreciation /
Description		to be Purchased	to be Sold		Counterparty	Settlement Date	(Depreciation)
Foreign currency forward contract	$	307,682	NOK	910,877	Wells Fargo Bank, N.A.	January 24, 2025	$	2,198
Foreign currency forward contract	$	98,069	€	95,089	Canadian Imperial Bank of Commerce	January 24, 2025		941
Foreign currency forward contract	$	49,967	£	39,278	Canadian Imperial Bank of Commerce	August 16, 2027		928
Foreign currency forward contract	$	44,113	€	42,176	Wells Fargo Bank, N.A.	January 24, 2025		832
Foreign currency forward contract	$	21,351	£	16,784	Canadian Imperial Bank of Commerce	June 11, 2027		402
Foreign currency forward contract	$	20,510	CAD	27,531	Canadian Imperial Bank of Commerce	November 16, 2026		841
Foreign currency forward contract	$	20,350	CAD	29,231	Wells Fargo Bank, N.A.	January 24, 2025		9
Foreign currency forward contract	$	20,138	€	18,133	Wells Fargo Bank, N.A.	March 30, 2027		473
Foreign currency forward contract	$	18,890	£	15,184	Wells Fargo Bank, N.A.	August 21, 2026		(52)
Foreign currency forward contract	$	15,895	£	12,458	Wells Fargo Bank, N.A.	January 24, 2025		313
Foreign currency forward contract	$	8,569	£	6,582	Canadian Imperial Bank of Commerce	January 24, 2025		336
Foreign currency forward contract	$	6,165	AUD	9,518	Wells Fargo Bank, N.A.	November 17, 2026		248
Foreign currency forward contract	$	5,684	£	4,502	Canadian Imperial Bank of Commerce	March 31, 2026		69
Foreign currency forward contract	$	4,503	CAD	6,062	Canadian Imperial Bank of Commerce	June 11, 2027		138
Foreign currency forward contract	$	4,217	£	3,347	Canadian Imperial Bank of Commerce	August 21, 2026		42
Foreign currency forward contract	$	2,725	€	2,456	Canadian Imperial Bank of Commerce	March 26, 2026		116
Foreign currency forward contract	$	2,502	NOK	27,017	Canadian Imperial Bank of Commerce	March 31, 2026		128
Foreign currency forward contract	$	2,164	€	1,938	Canadian Imperial Bank of Commerce	May 22, 2026		100
Foreign currency forward contract	$	1,552	€	1,396	Wells Fargo Bank, N.A.	December 17, 2027		17
Foreign currency forward contract	$	1,525	€	1,396	Wells Fargo Bank, N.A.	December 17, 2026		19
Foreign currency forward contract	$	1,422	€	1,312	Wells Fargo Bank, N.A.	January 17, 2025		63
Foreign currency forward contract	$	1,390	AUD	2,097	Canadian Imperial Bank of Commerce	February 18, 2026		87
Foreign currency forward contract	$	1,328	NZD	2,178	Canadian Imperial Bank of Commerce	July 17, 2026		92
Foreign currency forward contract	$	1,294	AUD	1,960	Canadian Imperial Bank of Commerce	September 30, 2026		77
Foreign currency forward contract	$	1,017	CAD	1,391	Wells Fargo Bank, N.A.	November 16, 2026		24
Foreign currency forward contract	$	972	€	858	Canadian Imperial Bank of Commerce	March 30, 2027		42
Foreign currency forward contract	$	874	£	720	Wells Fargo Bank, N.A.	March 31, 2026		(25)
Foreign currency forward contract	$	747	€	698	Wells Fargo Bank, N.A.	December 17, 2025		10
Foreign currency forward contract	$	583	£	480	Wells Fargo Bank, N.A.	March 31, 2025		(17)
Foreign currency forward contract	$	482	€	440	Canadian Imperial Bank of Commerce	March 26, 2025		26
Foreign currency forward contract	$	81	€	72	Canadian Imperial Bank of Commerce	March 31, 2026		3
Foreign currency forward contract	$	51	€	45	Canadian Imperial Bank of Commerce	March 31, 2025		3
Foreign currency forward contract	$	50	€	45	Canadian Imperial Bank of Commerce	June 30, 2025		3
Foreign currency forward contract	$	50	€	45	Canadian Imperial Bank of Commerce	September 30, 2025		3
Foreign currency forward contract	$	49	€	44	Canadian Imperial Bank of Commerce	December 29, 2025		3
Foreign currency forward contract	$	45	€	43	Canadian Imperial Bank of Commerce	January 10, 2025		—
Foreign currency forward contract	$	39	NZD	62	Canadian Imperial Bank of Commerce	January 17, 2025		3
Foreign currency forward contract	$	37	NZD	60	Canadian Imperial Bank of Commerce	April 17, 2025		3
Foreign currency forward contract	$	37	NZD	59	Canadian Imperial Bank of Commerce	July 17, 2025		2
Foreign currency forward contract	$	35	NZD	55	Canadian Imperial Bank of Commerce	October 17, 2025		2
Foreign currency forward contract	$	34	NZD	54	Canadian Imperial Bank of Commerce	January 20, 2026		2
Foreign currency forward contract	$	33	NZD	52	Canadian Imperial Bank of Commerce	April 17, 2026		2
Total							$	8,506

See accompanying notes to consolidated financial statements.

Interest rate swaps

																		Change in
																Upfront		Unrealized
			Company			Company					Maturity	Notional				Payments/		Appreciation /
Description	Hedged Item		Receives			Pays			Counterparty		Date	Amount		Fair Value		Receipts		(Depreciation)
Interest rate swap		March 2028 Notes		5.700	%		SOFR +1.649	%		Wells Fargo Bank, N.A.	03/15/2028	$	1,000,000	$	(1,505)	$	—	$	(1,505)
Interest rate swap		August 2029 Notes		6.350	%		SOFR +2.208	%		Wells Fargo Bank, N.A.	08/15/2029		700,000		926		—		926
Interest rate swap		February 2030 Notes		5.600	%		SOFR +2.302	%		Wells Fargo Bank, N.A.	02/15/2030		750,000		(28,019)		—		(28,019)
Total												$	2,450,000	$	(28,598)	$	—	$	(28,598)

(1)	Ares Strategic Income Fund’s (together with its consolidated wholly owned subsidiaries, the “Fund”) portfolio company investments, which as of December 31, 2024 represented 196% of the Fund’s net assets or 95% of the Fund’s total assets, may be subject to legal restrictions on sales.

(2)

These assets are pledged as collateral under the Fund’s or the Fund’s consolidated subsidiaries’ various revolving credit facilities and debt securitization and, as a result, are not directly available to the creditors of the Fund to satisfy any obligations of the Fund other than the obligations under each of the respective facilities and debt securitization (see Note 5).

(3)	Investments without an interest rate are non-income producing.

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Table of Contents

(4)

As defined in the Investment Company Act, the Fund is deemed to be an “Affiliated Person” because it owns 5% or more of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the year ended December 31, 2024 in which the issuer was an Affiliated Person of the Fund (but not a portfolio company that the Fund is deemed to Control) are as follows:

For the Year Ended December 31, 2024																	As of December 31, 2024
(in thousands) Company	Purchases (cost)		Redemptions (cost)		Sales (cost)		Interest income		Dividend income		Other income		Net realized gains (losses)		Net unrealized gains (losses)		Fair Value
Fitness Ventures Holdings, Inc. and Meaningful Partners Fitness Ventures Co-Investment LP	$	49,924.7	$	85.2	$	—	$	1,660.9	$	—	$	60.7	$	1.0	$	1,691.4	$	51,574.0
OPH NEP Investment, LLC		30,771.7		—		—		2,377.0		—		—		—		2,528.7		35,019.4
	$	80,696.4	$	85.2	$	—	$	4,037.9	$	—	$	60.7	$	1.0	$	4,220.1	$	86,593.4

(5)

This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). Under the Investment Company Act, the Fund may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Fund's total assets. Pursuant to Section 55(a) of the Investment Company Act, 23% of the Fund's total assets are represented by investments at fair value and other assets that are considered “non-qualifying assets” as of December 31, 2024.

(6)

(7)	Loan includes interest rate floor feature.

(8)

As of December 31, 2024, no amounts were funded by the Fund under this first lien senior secured revolving loan; however, there were letters of credit issued and outstanding through a financial intermediary under the loan. See Note 7 for further information on letters of credit commitments related to certain portfolio companies.

(9)

As of December 31, 2024, in addition to the amounts funded by the Fund under this first lien senior secured revolving loan, there were also letters of credit issued and outstanding through a financial intermediary under the loan. See Note 7 for further information on letters of credit commitments related to certain portfolio companies.

(10)

As of December 31, 2024, the Fund had the following commitments to fund various revolving and delayed draw senior secured loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 7 for further information on revolving and delayed draw loan commitments related to certain portfolio companies.

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Table of Contents

									Less:
									unavailable
									commitments
							Less:		due to		Total net
	Total revolving						commitments		borrowing base		unfunded
	and delayed						substantially at		or other		revolving and
(in thousands)	draw loan		Less: funded		Total unfunded		discretion		covenant		delayed draw
Portfolio Company	commitments		commitments		commitments		of the Fund		restrictions		commitments
3 Step Sports LLC	$	13,584.9	$	—	$	13,584.9	$	—	$	—	$	13,584.9
760203 N.B. LTD.		4,260.3		—		4,260.3		—		—		4,260.3
Accession Risk Management Group, Inc. and RSC Insurance Brokerage, Inc.		1,122.1		—		1,122.1		—		—		1,122.1
Actfy Buyer, Inc.		15,000.0		—		15,000.0		—		—		15,000.0
Activate Holdings (US) Corp. and CrossPoint Capital AS SPV, LP		1,056.3		—		1,056.3		—		—		1,056.3
ADMA Biologics Inc.		1.0		(0.6)		0.4		—		—		0.4
Aduro Advisors, LLC		16,461.7		—		16,461.7		—		—		16,461.7
Aerin Medical Inc.		7,022.1		—		7,022.1		—		—		7,022.1
AI Titan Parent, Inc.		17,304.7		—		17,304.7		—		—		17,304.7
Airx Climate Solutions, Inc.		14,342.0		—		14,342.0		—		—		14,342.0
Alcami Corporation		547.9		(41.1)		506.8		—		—		506.8
Aldinger Company Inc		5,854.1		—		5,854.1		—		—		5,854.1
AMCP Clean Acquisition Company, LLC		3,386.3		—		3,386.3		—		—		3,386.3
Amerivet Partners Management, Inc. and AVE Holdings LP		3,393.9		—		3,393.9		—		—		3,393.9
Amethyst Radiotherapy Group B.V.		2,070.9		—		2,070.9		—		—		2,070.9
Apex Service Partners, LLC and Apex Service Partners Holdings, LLC		38,389.1		(1,458.5)		36,930.6		—		—		36,930.6
Aptean, Inc. and Aptean Acquiror Inc.		5,819.7		—		5,819.7		—		—		5,819.7
ArchKey Holdings Inc.		2,081.6		—		2,081.6		—		—		2,081.6
Artifact Bidco, Inc.		10,426.1		—		10,426.1		—		—		10,426.1
Artivion, Inc.		18,115.7		(1,983.0)		16,132.7		—		—		16,132.7
Avalign Holdings, Inc. and Avalign Technologies, Inc.		3,440.4		(1,032.1)		2,408.3		—		—		2,408.3
Badia Spices, LLC		21,428.6		—		21,428.6		—		—		21,428.6
Bamboo US BidCo LLC		9,286.2		—		9,286.2		—		—		9,286.2
BCPE Pequod Buyer, Inc.		8,673.6		—		8,673.6		—		—		8,673.6
BGI Purchaser, Inc.		33,329.5		(11,109.8)		22,219.7		—		—		22,219.7
BGIF IV Fearless Utility Services, Inc.		22,688.7		(520.4)		22,168.3		—		—		22,168.3
BNZ TopCo B.V.		20,140.5		—		20,140.5		—		—		20,140.5
Bobcat Purchaser, LLC and Bobcat Topco, L.P.		1,595.7		—		1,595.7		—		—		1,595.7
BradyPlus Holdings, LLC		722.7		—		722.7		—		—		722.7
Broadcast Music, Inc.		5,384.6		—		5,384.6		—		—		5,384.6
Bumble Bidco Limited		3,127.4		—		3,127.4		—		—		3,127.4
Cannon Bridge Designated Activity Company		6,212.7		(1,445.5)		4,767.2		—		—		4,767.2
CBTS TopCo, L.P. and CBTS Borrower, LLC		1,900.0		—		1,900.0		—		—		1,900.0
Celnor Group Limited		1,520.0		—		1,520.0		—		—		1,520.0
Centralsquare Technologies, LLC and Supermoose Newco, Inc.		4,310.3		(97.1)		4,213.2		—		—		4,213.2
Cezanne Bidco		2,041.6		—		2,041.6		—		—		2,041.6
Chillaton Bidco Limited		2,548.0		—		2,548.0		—		—		2,548.0
City Line Distributors LLC and City Line Investments LLC		1.5		—		1.5		—		—		1.5
Cliffwater LLC		1,470.6		—		1,470.6		—		—		1,470.6
Collision SP Subco, LLC		1,383.6		(52.9)		1,330.7		—		—		1,330.7
Coupa Holdings, LLC and Coupa Software Incorporated		410.8		—		410.8		—		—		410.8
CPIG Holdco Inc.		1.0		(0.5)		0.5		—		—		0.5
Cradle Lux Bidco S.A.R.L.		4,455.2		—		4,455.2		—		—		4,455.2
Creek Parent, Inc. and Creek Feeder, L.P.		21,965.8		—		21,965.8		—		—		21,965.8
Databricks, Inc.		721.3		—		721.3		—		—		721.3
Davidson Hotel Company LLC		3,456.0		(593.2)		2,862.8		—		—		2,862.8
Demakes Borrower, LLC		3,292.7		—		3,292.7		—		—		3,292.7
Diamond Mezzanine 24 LLC		18,750.0		(3,750.0)		15,000.0		—		—		15,000.0
Diligent Corporation		12,896.5		(53.5)		12,843.0		—		—		12,843.0
Dorado Bidco, Inc.		7,519.8		(9.5)		7,510.3		—		—		7,510.3
DOXA Insurance Holdings LLC and Rocket Co-Invest, SLP		23,318.6		—		23,318.6		—		—		23,318.6
DP Flores Holdings, LLC		22,210.7		—		22,210.7		—		—		22,210.7
DriveCentric Holdings, LLC		2,346.3		—		2,346.3		—		—		2,346.3
Drogon Bidco Inc. & Drogon Aggregator LP		16,519.3		—		16,519.3		—		—		16,519.3
Duraserv LLC		8,426.8		—		8,426.8		—		—		8,426.8
Echo Purchaser, Inc.		8,750.0		(2,704.5)		6,045.5		—		—		6,045.5
Eclipse Topco, Inc., Eclipse Investor Parent, L.P. and Eclipse Buyer, Inc.		30,382.5		—		30,382.5		—		—		30,382.5
Edmunds Govtech, Inc.		4,224.4		(301.4)		3,923.0		—		—		3,923.0
Empower Payments Investor, LLC		2,674.4		—		2,674.4		—		—		2,674.4
Envisage Management Ltd		3,475.3		—		3,475.3		—		—		3,475.3
Eternal Aus Bidco Pty Ltd		919.8		—		919.8		—		—		919.8
Excel Fitness Consolidator LLC		1,068.6		—		1,068.6		—		—		1,068.6
Excelitas Technologies Corp.		32,500.0		—		32,500.0		—		—		32,500.0
Expereo USA, Inc. and Ristretto Bidco B.V.		19,830.6		—		19,830.6		—		—		19,830.6
Fever Labs, Inc.		20,625.7		(5,974.0)		14,651.7		—		—		14,651.7
Finastra USA, Inc., DH Corporation/Societe DH, and Finastra Europe S.A R.L.		2,349.6		—		2,349.6		—		—		2,349.6
Fitness Ventures Holdings, Inc. and Meaningful Partners Fitness Ventures Co-Investment LP		22,080.8		(2,404.9)		19,675.9		—		—		19,675.9

See accompanying notes to consolidated financial statements.

F-33

Table of Contents

									Less:
									unavailable
									commitments
							Less:		due to		Total net
	Total revolving						commitments		borrowing base		unfunded
	and delayed						substantially at		or other		revolving and
(in thousands)	draw loan		Less: funded		Total unfunded		discretion		covenant		delayed draw
Portfolio Company	commitments		commitments		commitments		of the Fund		restrictions		commitments
FL Hawk Intermediate Holdings, Inc.		726.1		—		726.1		—		—		726.1
Flint OpCo, LLC		4,020.5		—		4,020.5		—		—		4,020.5
FlyWheel Acquireco, Inc.		1,607.1		(1,071.4)		535.7		—		—		535.7
Focus Financial Partners, LLC		3,394.5		—		3,394.5		—		—		3,394.5
GC Waves Holdings, Inc.		16,548.1		—		16,548.1		—		—		16,548.1
Generator US Buyer, Inc.		2,553.0		—		2,553.0		—		—		2,553.0
Gestion ABS Bidco Inc. / ABS Bidco Holdings Inc.		8,216.8		—		8,216.8		—		—		8,216.8
Global Music Rights, LLC		13,645.8		(1,364.6)		12,281.2		—		—		12,281.2
GS SEER Group Borrower LLC and GS SEER Group Holdings LLC		3,082.9		—		3,082.9		—		—		3,082.9
GSV Purchaser, Inc.		28,221.5		—		28,221.5		—		—		28,221.5
GTCR Everest Borrower, LLC		1,659.6		—		1,659.6		—		—		1,659.6
GTCR F Buyer Corp. and GTCR (D) Investors LP		5,837.5		—		5,837.5		—		—		5,837.5
Guidepoint Security Holdings, LLC		2,659.5		—		2,659.5		—		—		2,659.5
Hakken Midco B.V.		812.5		—		812.5		—		—		812.5
Hanger, Inc.		7,564.0		—		7,564.0		—		—		7,564.0
Harbourvest Global Private Equity Limited		65,000.0		(26,000.0)		39,000.0		—		—		39,000.0
Helios Service Partners, LLC and Astra Service Partners, LLC		5,632.4		(0.2)		5,632.2		—		—		5,632.2
Higginbotham Insurance Agency, Inc. and HIG Intermediate, Inc.		3,277.7		—		3,277.7		—		—		3,277.7
Hills Distribution, Inc., Hills Intermediate FT Holdings, LLC and GMP Hills, LP		256.5		(0.6)		255.9		—		—		255.9
HP RSS Buyer, Inc.		4,279.0		—		4,279.0		—		—		4,279.0
HPCC Parent, Inc. and Patriot Container Corp.		6,155.1		—		6,155.1		—		—		6,155.1
HuFriedy Group Acquisition LLC		7,991.8		(213.1)		7,778.7		—		—		7,778.7
Hyland Software, Inc.		1,102.9		(58.8)		1,044.1		—		—		1,044.1
Icefall Parent, Inc.		735.5		—		735.5		—		—		735.5
IFH Franchisee Holdings, LLC		27,513.7		(11,194.0)		16,319.7		—		—		16,319.7
IGEA BIDCO S.P.A		904.0		—		904.0		—		—		904.0
Indigo Acquisition B.V.		538.7		—		538.7		—		—		538.7
Infinity Home Services HoldCo, Inc., D&S Amalco and IHS Parent Holdings, L.P.		17,461.7		(56.8)		17,404.9		—		—		17,404.9
Internet Truckstop Group LLC		1,990.0		—		1,990.0		—		—		1,990.0
Keystone Agency Partners LLC		3,369.5		(58.8)		3,310.7		—		—		3,310.7
Kings Buyer, LLC		1,529.3		(382.3)		1,147.0		—		—		1,147.0
KPS Global LLC and Cool Group LLC		3,073.6		—		3,073.6		—		—		3,073.6
LBC Woodlands Purchaser LLC and LBC Woodlands Holdings LP		13,171.4		—		13,171.4		—		—		13,171.4
Legends Hospitality Holding Company, LLC and ASM Buyer, Inc.		4,803.5		(806.4)		3,997.1		—		—		3,997.1
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P.		182.2		—		182.2		—		—		182.2
Lightbeam Bidco, Inc.		2,150.8		(0.3)		2,150.5		—		—		2,150.5
LivTech Purchaser, Inc.		5,538.2		—		5,538.2		—		—		5,538.2
Magellan Topco		172.6		—		172.6		—		—		172.6
Mai Capital Management Intermediate LLC		4,611.3		(222.9)		4,388.4		—		—		4,388.4
Medlar Bidco Limited		76,698.1		—		76,698.1		—		—		76,698.1
Metatiedot Bidco OY and Metatiedot US, LLC		3,304.1		(200.2)		3,103.9		—		—		3,103.9
Meyer Laboratory, LLC and Meyer Parent, LLC		5,027.9		—		5,027.9		—		—		5,027.9
Mountaineer Merger Corporation		11,254.0		(8,135.0)		3,119.0		—		—		3,119.0
Mr. Greens Intermediate, LLC, Florida Veg Investments LLC, MRG Texas, LLC and Restaurant Produce and Services Blocker, LLC		5,526.3		(206.5)		5,319.8		—		—		5,319.8
Mustang Prospects Holdco, LLC, Mustang Prospects Purchaser, LLC and Senske Acquisition, Inc.		7,861.5		—		7,861.5		—		—		7,861.5
Netsmart, Inc. and Netsmart Technologies, Inc.		22,120.1		—		22,120.1		—		—		22,120.1
New ChurcHill HoldCo LLC and Victory Topco, LP		12,959.1		—		12,959.1		—		—		12,959.1
Next Holdco, LLC		1,697.6		—		1,697.6		—		—		1,697.6
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC		6,146.2		(234.5)		5,911.7		—		—		5,911.7
North Haven Stack Buyer, LLC		5.0		—		5.0		—		—		5.0
North Star Acquisitionco, LLC and Toucan Bidco Limited		2,550.0		—		2,550.0		—		—		2,550.0
Northwinds Holding, Inc. and Northwinds Services Group LLC		10,936.9		(250.0)		10,686.9		—		—		10,686.9
OakBridge Insurance Agency LLC and Maple Acquisition Holdings, LP		4,092.4		(223.2)		3,869.2		—		—		3,869.2
Orange Barrel Media, LLC/IKE Smart City, LLC		3,284.7		—		3,284.7		—		—		3,284.7
Pallas Funding Trust No.2		353.7		—		353.7		—		—		353.7
Pallas NZ Funding Trust No. 1		1,189.6		(1,189.6)		—		—		—		—
Paragon 28, Inc. and Paragon Advanced Technologies, Inc.		7,072.4		(0.5)		7,071.9		—		—		7,071.9
Paris US Holdco, Inc. & 1001028292 Ontario Inc.		22,095.5		—		22,095.5		—		—		22,095.5
Pathstone Family Office LLC and Kelso XI Tailwind Co-Investment, L.P.		4,783.5		—		4,783.5		—		—		4,783.5

See accompanying notes to consolidated financial statements.

F-34

Table of Contents

									Less:
									unavailable
									commitments
							Less:		due to		Total net
	Total revolving						commitments		borrowing base		unfunded
	and delayed						substantially at		or other		revolving and
(in thousands)	draw loan		Less: funded		Total unfunded		discretion		covenant		delayed draw
Portfolio Company	commitments		commitments		commitments		of the Fund		restrictions		commitments
PCIA SPV-3, LLC and ASE Royal Aggregator, LLC		4,266.7		—		4,266.7		—		—		4,266.7
PCS MidCo, Inc. and PCS Parent, L.P.		3,088.6		(238.6)		2,850.0		—		—		2,850.0
PestCo Holdings, LLC and PestCo, LLC		2,463.4		—		2,463.4		—		—		2,463.4
Phoenix YW Buyer, Inc. and Phoenix YW Parent, Inc.		7,139.2		—		7,139.2		—		—		7,139.2
Pinnacle MEP Intermediate Holdco LLC and BPCP Pinnacle Holdings, Inc.		9,091.5		(475.5)		8,616.0		—		—		8,616.0
Premiere Buyer, LLC		7,905.4		—		7,905.4		—		—		7,905.4
Priority Waste Holdings LLC, Priority Waste Holdings Indiana LLC and Priority Waste Super Holdings, LLC		2.0		(2.0)		—		—		—		—
PSC Parent, Inc.		17,758.5		(6,017.6)		11,740.9		—		—		11,740.9
PYE-Barker Fire & Safety, LLC		38,875.6		(1,085.7)		37,789.9		—		—		37,789.9
QBS Parent, Inc.		1,490.5		—		1,490.5		—		—		1,490.5
Quick Quack Car Wash Holdings, LLC and KKR Game Changer Co-Invest Feeder II L.P.		16,344.1		—		16,344.1		—		—		16,344.1
Raven Acquisition Holdings, LLC		7,993.5		—		7,993.5		—		—		7,993.5
Reagent Chemical & Research, LLC		8,783.8		(416.4)		8,367.4		—		—		8,367.4
RFS Opco LLC		7,500.0		—		7,500.0		—		—		7,500.0
Royal Borrower, LLC and Royal Parent, LP		14,506.8		(282.5)		14,224.3		—		—		14,224.3
Runway Bidco, LLC		699.8		—		699.8		—		—		699.8
RWA Wealth Partners, LLC		7,610.0		—		7,610.0		—		—		7,610.0
Sapphire Software Buyer, Inc.		6,818.3		—		6,818.3		—		—		6,818.3
Severin Acquisition, LLC		38,323.2		—		38,323.2		—		—		38,323.2
SIG Parent Holdings, LLC		17,108.8		—		17,108.8		—		—		17,108.8
Signia Aerospace, LLC		2,153.8		—		2,153.8		—		—		2,153.8
Silk Holdings III Corp. and Silk Holdings I Corp.		5,940.6		(3,300.3)		2,640.3		—		—		2,640.3
Solar Bidco Limited		1,040.7		—		1,040.7		—		—		1,040.7
Spaceship Purchaser, Inc.		35,017.2		—		35,017.2		—		—		35,017.2
Spark Purchaser, Inc.		2,702.7		—		2,702.7		—		—		2,702.7
St Athena Global LLC and St Athena Global Holdings Limited		5,783.6		(1,071.0)		4,712.6		—		—		4,712.6
Steward Partners Global Advisory, LLC and Steward Partners Investment Advisory, LLC		1,914.5		—		1,914.5		—		—		1,914.5
Sugar PPC Buyer LLC		5,314.4		—		5,314.4		—		—		5,314.4
Sunbit Receivables Trust IV		2,700.0		(1,620.0)		1,080.0		—		—		1,080.0
Sunvair Aerospace Group, Inc. and GB Helios Holdings, L.P.		38,101.9		—		38,101.9		—		—		38,101.9
Superman Holdings, LLC		18,589.5		—		18,589.5		—		—		18,589.5
Supplying Demand, Inc.		18,643.7		—		18,643.7		—		—		18,643.7
SV Newco 2, Inc.		16,259.6		(35.6)		16,224.0		—		—		16,224.0
TCI Buyer LLC and TCI Holdings, LP		18,204.8		—		18,204.8		—		—		18,204.8
The Hiller Companies, LLC		9,245.6		(137.6)		9,108.0		—		—		9,108.0
Transit Technologies LLC		6,332.0		—		6,332.0		—		—		6,332.0
Truck-Lite Co., LLC, Ecco Holdings Corp. and Clarience Technologies, LLC		7,531.4		—		7,531.4		—		—		7,531.4
Truist Insurance Holdings, LLC		4,792.2		—		4,792.2		—		—		4,792.2
TSS Buyer, LLC		1,748.8		—		1,748.8		—		—		1,748.8
United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP		6,742.4		(228.9)		6,513.5		—		—		6,513.5
UP Intermediate II LLC and UPBW Blocker LLC		2,210.2		(70.7)		2,139.5		—		—		2,139.5
USALCO, LLC		2,434.8		—		2,434.8		—		—		2,434.8
Vantage Data Centers Europe S.a r.l.		1,659.6		—		1,659.6		—		—		1,659.6
Vertex Service Partners, LLC and Vertex Service Partners Holdings, LLC		15,299.6		(2,616.1)		12,683.5		—		—		12,683.5
Victors Purchaser, LLC and WP Victors Co-Investment, L.P.		18,651.0		(1,012.6)		17,638.4		—		—		17,638.4
Viper Bidco, Inc.		4,259.3		—		4,259.3		—		—		4,259.3
Vobev, LLC and Vobev Holdings, LLC		604.5		(0.8)		603.7		—		(603.5)		0.2
W.S. Connelly & Co., LLC and WSC Ultimate Holdings, LLC		22,325.9		(7,238.7)		15,087.2		—		—		15,087.2
Watt Holdco Limited		606.8		—		606.8		—		—		606.8
WCI-BXC Purchaser, LLC and WCI-BXC Investment Holdings, L.P.		194.6		—		194.6		—		—		194.6
Wellington Bidco Inc. and Wellington TopCo LP		18,826.7		(1,189.7)		17,637.0		—		—		17,637.0
Wellington-Altus Financial Inc.		1,115.3		—		1,115.3		—		—		1,115.3
World Insurance Associates, LLC and World Associates Holdings, LLC		7,927.6		—		7,927.6		—		—		7,927.6
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P.		847.5		(56.8)		790.7		—		—		790.7
WRE Sports Investments LLC		8,806.7		—		8,806.7		—		—		8,806.7
Zinc Buyer Corporation		19,265.6		—		19,265.6		—		—		19,265.6
	$	1,669,133.3	$	(112,499.3)	$	1,556,634.0	$	—	$	(603.5)	$	1,556,030.5

See accompanying notes to consolidated financial statements.

F-35

Table of Contents

(11)	As of December 31, 2024, the Fund was party to agreements to fund equity investment commitments as follows:

(in thousands) Portfolio Company	Total equity commitments		Less: funded equity commitments		Total unfunded equity commitments		Less: equity commitments substantially at discretion of the Fund		Total net unfunded equity commitments
Constellation Wealth Capital Fund, L.P.	$	3,813.5	$	(1,935.7)	$	1,877.8	$	—	$	1,877.8
DOXA Insurance Holdings LLC and Rocket Co-Invest, SLP		213.5		—		213.5		—		213.5
GTCR F Buyer Corp. and GTCR (D) Investors LP		23.1		—		23.1		—		23.1
Linden Structured Capital Fund II-A LP		2,572.9		(1,470.7)		1,102.2		—		1,102.2
MidOcean CLO Equity Fund I, LP		1,075.0		—		1,075.0		—		1,075.0
Pathstone Family Office LLC and Kelso XI Tailwind Co-Investment, L.P.		3.6		—		3.6		—		3.6
Quintain Investments Holdings Limited		9,962.0		—		9,962.0		—		9,962.0
Tikehau Green Diamond II CFO Equity LP		2,448.1		—		2,448.1		—		2,448.1
Tikehau Ruby CLO Equity LP		357.2		—		357.2		—		357.2
Tikehau Topaz LP		977.0		—		977.0		—		977.0
Wellington-Altus Financial Inc.		2,768.1		—		2,768.1		—		2,768.1
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P.		5.6		—		5.6		—		5.6
	$	24,219.6	$	(3,406.4)	$	20,813.2	$	—	$	20,813.2

(12)	These investments were valued using unobservable inputs and are considered Level 3 investments. See Note 8 for more information regarding the fair value of the Fund’s investments.

(13)	Loan was on non-accrual status as of December 31, 2024.

(14)

As of December 31, 2024, the estimated net unrealized gain for federal tax purposes was approximately $67.1 million based on a tax cost basis of approximately $11.5 billion. As of December 31, 2024, the estimated aggregate gross unrealized gain for federal income tax purposes was $194.1 million and the estimated aggregate gross unrealized loss for federal income tax purposes was $127.0 million.

See accompanying notes to consolidated financial statements.

F-36

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
Software and Services
Access CIG, LLC	First lien senior secured loan	10.39	%	SOFR (Q)	5.00	%		08/2028		$	10,972.5	$	10,770.5	$	10,979.4	⁽⁵⁾
Applied Systems, Inc.	First lien senior secured loan	9.85	%	SOFR (Q)	4.50	%		09/2026			9,397.3		9,399.8		9,430.3	⁽⁵⁾
Aptean, Inc. and Aptean Acquiror Inc.	First lien senior secured loan	9.71	%	SOFR (M)	4.25	%		04/2026			5,953.1		5,858.6		5,935.7
Asurion, LLC	First lien senior secured loan	8.72	%	SOFR (M)	3.25	%		12/2026			11,461.4		11,258.5		11,423.2
	First lien senior secured loan	9.71	%	SOFR (M)	4.25	%		08/2028			3,279.4		3,153.7		3,263.6
													14,412.2		14,686.8
BCTO Ignition Purchaser, Inc.	First lien senior secured loan	14.40	%PIK	SOFR (Q)	9.00	%		10/2030			15,967.5		15,559.9		15,648.2	^(3)(5)(6)
Bobcat Purchaser, LLC and Bobcat Topco, L.P. ⁽⁸⁾	First lien senior secured loan	11.59	%	SOFR (Q)	6.25	%		06/2030			13,370.7		13,062.5		13,370.7	⁽⁵⁾⁽⁶⁾
	Class A-1 units						06/2023		100,000				100.0		100.0	⁽⁶⁾
													13,162.5		13,470.7
Boxer Parent Company Inc.	First lien senior secured loan	9.61	%	SOFR (S)	4.25	%		12/2028			9,157.3		9,132.1		9,210.0	⁽³⁾
CCC Intelligent Solutions Inc.	First lien senior secured loan	7.72	%	SOFR (M)	2.25	%		09/2028			3,816.6		3,817.7		3,814.3	⁽³⁾⁽⁵⁾
Cloud Software Group, Inc. and Picard Parent, Inc.	First lien senior secured loan	9.95	%	SOFR (B)	4.50	%		09/2028			31,676.7		30,255.7		30,820.5	⁽⁵⁾
	First lien senior secured loan	9.99	%	SOFR (Q)	4.50	%		03/2029			6,613.4		6,255.0		6,447.3	⁽⁵⁾
	Second lien senior secured notes	9.00	%	Fixed				09/2029			100.0		80.5		95.3
													36,591.2		37,363.1
Conservice Midco, LLC	First lien senior secured loan	9.71	%	SOFR (M)	4.25	%		05/2027			3,989.7		3,958.3		3,991.4
Coupa Holdings, LLC and Coupa Software Incorporated (8)	First lien senior secured loan	12.86	%	SOFR (M)	7.50	%		02/2030			4,590.2		4,489.1		4,590.2	⁽⁵⁾⁽⁶⁾
Crosspoint Capital AS SPV, LP ⁽⁸⁾	First lien senior secured revolving loan	12.10	%	SOFR (Q)	6.75	%		07/2029			211.3		184.3		182.2	^(3)(5)(6)
	First lien senior secured loan	12.10	%	SOFR (Q)	6.75	%		07/2030			13,908.8		13,548.7		13,769.7	^(3)(5)(6)
	Limited partnership interest	8.00	%PIK				10/2023		100,000				102.5		96.7	⁽³⁾⁽⁶⁾
													13,835.5		14,048.6
Echo Purchaser, Inc. ⁽⁸⁾	First lien senior secured revolving loan	10.87	%	SOFR (Q)	5.50	%		11/2029			159.1		81.2		79.5	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	10.87	%	SOFR (S)	5.50	%		11/2029			26,250.0		25,735.8		25,725.0	⁽⁵⁾⁽⁶⁾
													25,817.0		25,804.5
Epicor Software Corporation	First lien senior secured loan	9.11	%	SOFR (M)	3.75	%		07/2027			6,500.0		6,450.7		6,552.0	⁽⁵⁾
	First lien senior secured loan	8.72	%	SOFR (M)	3.25	%		07/2027			5,256.0		5,214.6		5,269.6	⁽⁵⁾
													11,665.3		11,821.6
eResearch Technology, Inc.	First lien senior secured loan	9.97	%	SOFR (M)	4.50	%		02/2027			29,922.5		28,708.8		29,847.7	⁽⁵⁾
Finastra USA, Inc., DH Corporation/Societe DH, and Finastra Europe S.A R.L. ⁽⁸⁾	First lien senior secured loan	12.71	%	SOFR (Q)	7.25	%		09/2029			22,650.4		22,218.3		22,423.9	^(3)(5)(6)
Flexera Software LLC	First lien senior secured loan	9.22	%	SOFR (M)	3.75	%		03/2028			8,677.5		8,663.7		8,659.8	⁽⁵⁾
Genesys Cloud Services Holdings I, LLC	First lien senior secured loan	9.47	%	SOFR (M)	4.00	%		12/2027			7,040.9		7,055.5		7,063.5	⁽⁵⁾
Go Daddy Operating Company, LLC (GD Finance Co, Inc.)	First lien senior secured loan	7.86	%	SOFR (M)	2.50	%		11/2029			8,569.4		8,566.2		8,591.6	⁽³⁾
GTCR W Merger Sub LLC	First lien senior secured loan	9.08	%	SOFR (S)	3.75	%		09/2030			17,900.0		17,843.9		17,967.1	⁽⁵⁾
Guidepoint Security Holdings, LLC ⁽⁸⁾	First lien senior secured loan	11.38	%	SOFR (Q)	6.00	%		10/2029			6,131.5		6,013.5		6,008.9	⁽⁵⁾⁽⁶⁾

See accompanying notes to consolidated financial statements.

F-37

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
Hakken Midco B.V. ⁽⁸⁾	First lien senior secured loan	10.94	%	Euribor (Q)	7.00	%		01/2030			4,222.6		4,118.8		4,222.6	^(3)(5)(6)
	First lien senior secured loan	10.94	%	Euribor (Q)	7.00	%		07/2030			493.8		424.8		493.8	^(3)(5)(6)
													4,543.6		4,716.4
Hyland Software, Inc. ⁽⁸⁾	First lien senior secured loan	11.36	%	SOFR (M)	6.00	%		09/2030			23,897.1		23,551.9		23,538.6	⁽⁵⁾⁽⁶⁾
Idemia Group S.A.S.	First lien senior secured loan	10.10	%	SOFR (Q)	4.75	%		09/2028			3,980.0		3,943.4		3,987.5	⁽³⁾⁽⁵⁾
Instructure Holdings, INC.	First lien senior secured loan	8.68	%	SOFR (S)	2.75	%		10/2028			9,176.6		9,112.0		9,211.1	⁽³⁾⁽⁵⁾
Marcel Bidco GmbH	First lien senior secured loan	9.81	%	SOFR (M)	4.50	%		11/2030			10,312.9		10,255.5		10,355.9	⁽³⁾⁽⁵⁾
Mitchell International, Inc.	First lien senior secured loan	9.40	%	SOFR (Q)	3.75	%		10/2028			15,000.0		14,647.0		14,974.1	⁽⁵⁾
	First lien senior secured loan	9.40	%	SOFR (Q)	3.75	%		10/2028			99.7		97.4		99.6	⁽⁵⁾
	Second lien senior secured loan	12.15	%	SOFR (Q)	6.50	%		10/2029			145.8		134.7		142.8	⁽⁵⁾
													14,879.1		15,216.5
Mosel Bidco SE	First lien senior secured loan	10.10	%	SOFR (Q)	4.75	%		09/2030			8,112.1		8,108.6		8,112.1	^(3)(5)(6)
Netsmart, Inc. and Netsmart Technologies, Inc.	First lien senior secured loan	9.22	%	SOFR (M)	3.75	%		10/2027			34,874.8		34,649.1		34,891.2	⁽⁵⁾
Open Text Corporation	First lien senior secured loan	8.21	%	SOFR (M)	2.75	%		01/2030			7,533.0		7,515.6		7,545.3	⁽³⁾⁽⁵⁾
Particle Luxembourg S.a.r.l.	First lien senior secured loan	10.72	%	SOFR (M)	5.25	%		02/2027			1,447.7		1,427.5		1,440.5	⁽³⁾⁽⁵⁾
Polaris Newco, LLC	First lien senior secured loan	9.47	%	SOFR (M)	4.00	%		06/2028			4,481.3		4,284.8		4,415.2	⁽⁵⁾
Project Accelerate Parent, LLC	First lien senior secured loan	9.89	%	SOFR (Q)	4.25	%		01/2025			17,094.9		17,005.7		17,052.2	⁽⁵⁾
Project Boost Purchaser, LLC	First lien senior secured loan	8.97	%	SOFR (M)	3.50	%		06/2026			11,065.7		10,954.3		11,063.2
	First lien senior secured loan	8.97	%	SOFR (M)	3.50	%		05/2026			10,168.0		10,142.9		10,159.5	⁽⁵⁾
													21,097.2		21,222.7
Proofpoint, Inc.	First lien senior secured loan	8.72	%	SOFR (M)	3.25	%		08/2028			17,676.6		17,529.5		17,658.2	⁽⁵⁾
PushPay USA Inc. ⁽⁸⁾	First lien senior secured loan	12.28	%	SOFR (Q)	6.75	%		05/2030			4,631.2		4,505.1		4,584.9	⁽⁵⁾⁽⁶⁾
Quartz AcquireCo, LLC	First lien senior secured loan	8.86	%	SOFR (M)	3.50	%		06/2030			6,483.8		6,472.5		6,500.0	⁽⁶⁾
Quest Software US Holdings Inc.	First lien senior secured loan	9.78	%	SOFR (Q)	4.25	%		02/2029			1,994.9		1,687.0		1,515.6	⁽⁵⁾
RealPage, Inc.	First lien senior secured loan	8.47	%	SOFR (M)	3.00	%		04/2028			14,683.0		14,572.6		14,549.0	⁽⁵⁾
	Second lien senior secured loan	11.97	%	SOFR (M)	6.50	%		04/2029			10,535.0		10,456.4		10,535.0	⁽⁵⁾⁽⁶⁾
													25,029.0		25,084.0
Sedgwick Claims Management Services, Inc. (Lightning Cayman Merger Sub, Ltd.)	First lien senior secured loan	9.11	%	SOFR (M)	3.75	%		02/2028			8,076.9		8,049.7		8,095.9
Severin Acquisition, LLC	First lien senior secured loan	8.60	%	SOFR (Q)	3.25	%		08/2027			10,461.9		10,441.6		10,494.6	⁽³⁾
Sophia, L.P.	First lien senior secured loan	8.96	%	SOFR (M)	3.50	%		10/2027			12,330.9		12,234.1		12,342.5	⁽⁵⁾
	First lien senior secured loan	9.61	%	SOFR (M)	4.25	%		10/2027			916.8		906.2		914.7	⁽⁵⁾
													13,140.3		13,257.2
Tenable Holdings, Inc.	First lien senior secured loan	8.22	%	SOFR (M)	2.75	%		07/2028			3,430.0		3,430.0		3,421.4	⁽³⁾⁽⁵⁾
UserZoom Technologies, Inc.	First lien senior secured loan	12.99	%	SOFR (Q)	7.50	%		04/2029			634.4		618.3		628.1	⁽⁵⁾⁽⁶⁾

See accompanying notes to consolidated financial statements.

F-38

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
Verscend Holding Corp.	First lien senior secured loan	9.47	%	SOFR (M)	4.00	%		08/2025			17,051.2		17,039.2		17,065.4

													545,855.8		551,367.8		31.30	%
Health Care Equipment and Services
Agiliti Health, Inc.	First lien senior secured loan	8.39	%	SOFR (Q)	3.00	%		05/2030			4,381.9		4,368.8		4,376.4	⁽³⁾
Amerivet Partners Management, Inc. and AVE Holdings LP ⁽⁸⁾	Subordinated loan	16.50	%PIK	Fixed				12/2030			26,053.3		24,532.8		24,490.1	⁽⁶⁾
	Class C units						11/2023		3,849				768.4		768.4	⁽⁶⁾
													25,301.2		25,258.5
athenahealth Group Inc.	First lien senior secured loan	8.61	%	SOFR (M)	3.25	%		02/2029			33,486.8		32,537.2		33,302.7	⁽⁵⁾
Bausch + Lomb Corporation	First lien senior secured loan	9.36	%	SOFR (M)	4.00	%		09/2028			4,987.5		4,939.7		4,968.8	⁽³⁾
Bracket Intermediate Holding Corp.	First lien senior secured loan	10.45	%	SOFR (Q)	5.00	%		05/2028			11,316.4		11,129.9		11,299.9	⁽⁵⁾
CNT Holdings I Corp	First lien senior secured loan	8.93	%	SOFR (Q)	3.50	%		11/2027			8,945.5		8,874.4		8,955.4	⁽⁵⁾
Confluent Medical Technologies, Inc.	First lien senior secured loan	9.10	%	SOFR (Q)	3.75	%		02/2029			4,608.2		4,543.4		4,596.7	⁽⁵⁾⁽⁶⁾
Electron Bidco Inc.	First lien senior secured loan	8.47	%	SOFR (M)	3.00	%		11/2028			10,480.7		10,408.7		10,495.2	⁽⁵⁾
Ensemble RCM, LLC	First lien senior secured loan	9.23	%	SOFR (Q)	3.75	%		08/2026			19,267.8		19,254.5		19,288.4
Financiere Mendel	First lien senior secured loan	9.62	%	SOFR (S)	4.25	%		11/2030			8,000.0		7,926.7		7,992.5	⁽³⁾
Gainwell Acquisition Corp.	First lien senior secured loan	9.45	%	SOFR (Q)	4.00	%		10/2027			8,451.3		8,293.4		8,197.8	⁽⁵⁾
Lifepoint Health Inc	First lien senior secured loan	11.17	%	SOFR (S)	5.50	%		11/2028			7,805.1		7,573.6		7,771.9
Mamba Purchaser, Inc.	First lien senior secured loan	8.97	%	SOFR (M)	3.50	%		10/2028			13,358.9		13,266.3		13,334.0	⁽⁵⁾
Medline Borrower, LP	First lien senior secured loan	8.47	%	SOFR (M)	3.00	%		10/2028			12,972.6		12,919.4		13,025.3	⁽⁵⁾
Next Holdco, LLC⁽⁸⁾	First lien senior secured loan	11.37	%	SOFR (M)	6.00	%		11/2030			5,786.1		5,700.9		5,699.4	⁽⁵⁾⁽⁶⁾
Nomi Health, Inc.	First lien senior secured loan	13.64	%	SOFR (S)	8.25	%		07/2028			11,639.2		11,319.6		11,290.0	⁽⁵⁾⁽⁶⁾
Option Care Health Inc	First lien senior secured loan	8.22	%	SOFR (M)	2.75	%		10/2028			5,894.9		5,893.5		5,914.5	⁽³⁾⁽⁵⁾
Paragon 28, Inc. and Paragon Advanced Technologies, Inc. ⁽⁸⁾	First lien senior secured revolving loan	9.38	%	SOFR (M)	4.00	%		11/2028			0.5		0.5		0.5	^(3)(5)(6)
	First lien senior secured loan	12.13% (3.38	%PIK)	SOFR (Q)	6.75	%		11/2028			21,214.9		20,699.7		20,684.5	^(3)(5)(6)
													20,700.2		20,685.0
PointClickCare Technologies Inc.	First lien senior secured loan	8.61	%	SOFR (Q)	3.00	%		12/2027			5,975.5		5,964.3		5,968.0	⁽³⁾⁽⁵⁾
R1 RCM Inc.	First lien senior secured loan	10.33	%	SOFR (S)	5.00	%		06/2029			1,180.0		1,165.7		1,178.9	⁽³⁾
Radnet Management, Inc.	First lien senior secured loan	8.64	%	SOFR (Q)	3.00	%		04/2028			14,165.5		14,165.2		14,195.7	⁽³⁾⁽⁵⁾
Select Medical Corporation	First lien senior secured loan	8.36	%	SOFR (M)	3.00	%		03/2027			5,563.5		5,538.8		5,558.2	⁽³⁾
Sharp Midco LLC	First lien senior secured loan	9.45	%	SOFR (Q)	4.00	%		12/2028			1,989.9		1,989.9		1,992.4	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	9.85	%	SOFR (Q)	4.50	%		12/2028			3,350.0		3,301.9		3,345.8	⁽⁵⁾
													5,291.8		5,338.2
Sotera Health Holdings, LLC	First lien senior secured loan	9.11	%	SOFR (M)	3.75	%		12/2026			2,985.0		2,985.0		2,983.1	⁽³⁾⁽⁵⁾
	First lien senior secured loan	8.39	%	SOFR (Q)	2.75	%		12/2026			6,500.0		6,481.7		6,489.1	⁽³⁾⁽⁵⁾
													9,466.7		9,472.2

See accompanying notes to consolidated financial statements.

F-39

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
Surgery Center Holdings, Inc.	First lien senior secured loan	8.86	%	SOFR (S)	3.50	%		12/2030			9,528.2		9,518.1		9,556.0	⁽³⁾
United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP ⁽⁸⁾	First lien senior secured loan	12.25	%	SOFR (Q)	6.75	%		03/2029			10,674.1		10,394.3		10,674.1	⁽⁵⁾⁽⁶⁾
	Class A interests						03/2023		100				100.0		97.2	⁽⁶⁾
													10,494.3		10,771.3
Viant Medical Holdings, Inc.	First lien senior secured loan	9.22	%	SOFR (M)	3.75	%		07/2025			31,797.2		31,033.3		31,360.0
	Second lien senior secured loan	13.22	%	SOFR (M)	7.75	%		07/2026			40.4		37.7		38.7
													31,071.0		31,398.7
Waystar Technologies, Inc.	First lien senior secured loan	9.47	%	SOFR (M)	4.00	%		10/2026			10,867.5		10,848.3		10,894.7
Zelis Cost Management Buyer, Inc.	First lien senior secured loan	8.97	%	SOFR (M)	3.50	%		09/2026			10,614.8		10,634.5		10,625.7

													329,110.1		331,410.0		18.82	%
Consumer Services
Alterra Mountain Company	First lien senior secured loan	9.21	%	SOFR (M)	3.75	%		05/2030			7,887.4		7,881.8		7,926.9	⁽⁶⁾
	First lien senior secured loan	8.97	%	SOFR (M)	3.50	%		08/2028			1,283.6		1,272.9		1,283.6	⁽⁵⁾
													9,154.7		9,210.5
Apex Service Partners, LLC and Apex Service Partners Holdings, LLC ⁽⁸⁾	First lien senior secured revolving loan	14.00	%	Base Rate (Q)	5.50	%		10/2029			68.0		47.4		46.7	⁽⁵⁾⁽⁶⁾
	First lien senior secured revolving loan	11.87	%	SOFR (Q)	6.50	%		10/2029			95.2		66.4		65.4	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	12.40% (2.00	%PIK)	SOFR (Q)	7.00	%		10/2030			26,941.4		26,170.3		26,148.9	⁽⁵⁾⁽⁶⁾
	Series B common units						10/2023		45,351				1,250.0		1,250.0	⁽⁶⁾
													27,534.1		27,511.0
Belfor Holdings, Inc.	First lien senior secured loan	9.11	%	SOFR (M)	3.75	%		11/2030			16,434.2		16,298.0		16,465.1	⁽⁵⁾
Caesars Entertainment Inc	First lien senior secured loan	8.71	%	SOFR (M)	3.25	%		02/2030			8,465.3		8,453.6		8,477.2	⁽³⁾⁽⁵⁾
ClubCorp Holdings, Inc.	First lien senior secured loan	10.61	%	SOFR (Q)	5.00	%		09/2026			2,710.5		2,599.6		2,607.2
	First lien senior secured loan	8.18	%	LIBOR (Q)	2.75	%		09/2024			1,542.5		1,523.2		1,480.8
													4,122.8		4,088.0
Eternal Aus Bidco Pty Ltd ⁽⁸⁾	First lien senior secured loan	10.70% (2.50	%PIK)	BBSY (S)	6.25	%		10/2029			6,708.0		6,266.5		6,708.0	^(3)(5)(6)
Excel Fitness Consolidator LLC ⁽⁸⁾	First lien senior secured loan	11.00	%	SOFR (Q)	5.50	%		04/2029			6,650.0		6,494.2		6,483.8	⁽⁵⁾⁽⁶⁾
Fertitta Entertainment, LLC	First lien senior secured loan	9.36	%	SOFR (M)	4.00	%		01/2029			7,850.8		7,811.3		7,849.1	⁽⁵⁾
Flint OpCo, LLC ⁽⁸⁾	First lien senior secured loan	10.60	%	SOFR (Q)	5.25	%		08/2030			7,812.9		7,609.3		7,562.9	⁽⁵⁾⁽⁶⁾
Four Seasons Holdings Inc.	First lien senior secured loan	7.96	%	SOFR (M)	2.50	%		11/2029			11,110.3		11,123.6		11,140.9	⁽³⁾⁽⁵⁾
Fugue Finance LLC	First lien senior secured loan	9.39	%	SOFR (B)	4.00	%		01/2028			4,974.9		4,952.4		4,989.7	⁽³⁾⁽⁵⁾
Gems Menasa (Cayman) Limited	First lien senior secured loan	10.40	%	SOFR (Q)	4.75	%		07/2026			7,450.6		7,471.0		7,464.6	⁽³⁾⁽⁵⁾
GroundWorks, LLC ⁽⁸⁾	First lien senior secured loan	11.90	%	SOFR (Q)	6.50	%		03/2030			11,938.8		11,631.4		11,938.8	⁽⁵⁾⁽⁶⁾
GS SEER Group Borrower LLC and GS SEER Group Holdings LLC ⁽⁸⁾	First lien senior secured loan	12.10	%	SOFR (Q)	6.75	%		04/2030			10,381.2		10,006.0		10,381.2	⁽⁵⁾⁽⁶⁾

See accompanying notes to consolidated financial statements.

F-40

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
	Class A common units						04/2023		100				100.0		90.8	⁽⁶⁾
													10,106.0		10,472.0
Helios Service Partners, LLC and Astra Service Partners, LLC ⁽⁸⁾	First lien senior secured revolving loan	11.62	%	SOFR (Q)	6.00	%		03/2027			0.6		0.6		0.6	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	11.87	%	SOFR (Q)	6.25	%		03/2027			6,989.6		6,838.9		6,739.8	⁽⁵⁾⁽⁶⁾
													6,839.5		6,740.4
Hilton Domestic Operating Company Inc.	First lien senior secured loan	7.46	%	SOFR (M)	2.00	%		11/2030			3,500.0		3,491.4		3,510.6	⁽³⁾
Infinity Home Services HoldCo, Inc., D&S Amalco and IHS Parent Holdings, L.P. ⁽⁸⁾	First lien senior secured loan	12.20	%	SOFR (Q)	6.75	%		12/2028			4,108.3		3,995.8		4,108.3	^(3)(5)(6)
	First lien senior secured loan	11.50	%	CDOR (Q)	6.00	%		12/2028			1,013.4		842.9		1,050.8	^(3)(5)(6)
	Class A units						12/2022		50,000				50.0		65.2	⁽⁶⁾
													4,888.7		5,224.3
IRB Holding Corp.	First lien senior secured loan	8.46	%	SOFR (M)	3.00	%		12/2027			12,692.5		12,617.7		12,701.5	⁽⁵⁾
Learning Care Group (US) No. 2 Inc.	First lien senior secured loan	10.13	%	SOFR (Q)	4.75	%		08/2028			5,972.8		5,942.1		5,999.7	⁽⁵⁾
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P. ⁽⁸⁾	First lien senior secured loan	13.00	%	SOFR (Q)	7.50	%		12/2027			9,719.6		9,487.1		9,719.6	⁽⁵⁾⁽⁶⁾
	Limited partnership interests						12/2022		50,000				50.0		48.8	⁽⁶⁾
													9,537.1		9,768.4
Motion Acquisition Limited	First lien senior secured loan	8.86	%	SOFR (Q)	3.25	%		11/2026			11,081.5		11,030.8		11,081.5	⁽³⁾
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC ⁽⁸⁾	First lien senior secured loan	11.86	%	SOFR (Q)	6.50	%		05/2028			3,413.4		3,312.0		3,413.4	⁽⁵⁾⁽⁶⁾
Northwinds Holding, Inc. and Northwinds Services Group LLC ⁽⁸⁾	First lien senior secured loan	12.18	%	SOFR (Q)	6.50	%		05/2029			11,499.1		11,145.2		11,499.1	⁽⁵⁾⁽⁶⁾
	Common units						05/2023		76,923				100.0		109.4	⁽⁶⁾
													11,245.2		11,608.5
PestCo Holdings, LLC and PestCo, LLC ⁽⁸⁾	First lien senior secured loan	12.03	%	SOFR (Q)	6.50	%		02/2028			9,845.6		9,603.1		9,845.6	⁽⁵⁾⁽⁶⁾
	Class A units						01/2023		8				100.0		128.0	⁽⁶⁾
													9,703.1		9,973.6
Radiant Intermediate Holding, LLC	First lien senior secured loan	11.24	%	SOFR (Q)	5.75	%		11/2026			905.4		885.6		869.2	⁽⁵⁾⁽⁶⁾
Restaurant Brands International Inc.	First lien senior secured loan	7.61	%	SOFR (M)	2.25	%		09/2030			12,000.0		11,966.2		11,995.7	⁽³⁾
Service Logic Acquisition, Inc. and MSHC, Inc.	First lien senior secured loan	9.64	%	SOFR (Q)	4.00	%		10/2027			5,361.4		5,331.9		5,352.5	⁽⁵⁾
	First lien senior secured loan	11.14	%	SOFR (M)	5.50	%		10/2027			14,113.9		13,897.0		14,113.9	⁽⁵⁾⁽⁶⁾
													19,228.9		19,466.4
Simon & Schuster, Inc.	First lien senior secured loan	9.39	%	SOFR (Q)	4.00	%		10/2030			11,571.4		11,502.9		11,600.4
University Support Services LLC	First lien senior secured loan	8.71	%	SOFR (M)	3.25	%		02/2029			3,979.7		3,960.5		3,975.7	⁽³⁾⁽⁵⁾
Vertex Service Partners, LLC and Vertex Service Partners Holdings, LLC ⁽⁸⁾	First lien senior secured loan	10.89	%	SOFR (S)	5.50	%		11/2030			15,823.2		15,305.2		15,032.0	⁽⁵⁾⁽⁶⁾
	Class B common units						11/2023		351				351.0		351.0	⁽⁶⁾
													15,656.2		15,383.0
Whatabrands LLC	First lien senior secured loan	8.47	%	SOFR (M)	3.00	%		08/2028			5,221.5		5,217.6		5,223.8	⁽⁵⁾

													286,054.4		288,897.7		16.40	%
Capital Goods

See accompanying notes to consolidated financial statements.

F-41

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
AI Aqua Merger Sub, Inc. ⁽⁸⁾	First lien senior secured loan	9.58	%	SOFR (S)	4.25	%		07/2028			5,782.6		5,782.6		5,806.7	⁽⁵⁾
	First lien senior secured loan	9.09	%	SOFR (M)	3.75	%		07/2028			9,005.2		8,989.6		9,000.1	⁽⁵⁾
													14,772.2		14,806.8
Airx Climate Solutions, Inc. ⁽⁸⁾	First lien senior secured loan	11.68	%	SOFR (Q)	6.25	%		11/2029			23,564.8		22,990.4		22,975.7	⁽⁵⁾⁽⁶⁾
Artera Services, LLC	First lien senior secured loan	8.70	%	SOFR (Q)	3.25	%		03/2025			3,941.2		3,696.4		3,699.1	⁽⁵⁾
	First lien senior secured loan	8.95	%	SOFR (Q)	3.50	%		03/2025			2,058.2		1,912.1		1,931.5	⁽⁵⁾
													5,608.5		5,630.6
Bleriot US Bidco Inc.	First lien senior secured loan	9.61	%	SOFR (Q)	4.00	%		10/2028			2,481.4		2,479.1		2,489.4
Brookfield WEC Holdings Inc.	First lien senior secured loan	9.11	%	SOFR (M)	3.75	%		08/2025			2,806.5		2,806.5		2,813.6	⁽⁵⁾
	First lien senior secured loan	8.22	%	SOFR (M)	2.75	%		08/2025			13,366.9		13,338.3		13,392.6	⁽⁵⁾
													16,144.8		16,206.2
Brown Group Holding, LLC	First lien senior secured loan	9.13	%	SOFR (Q)	3.75	%		07/2029			5,942.2		5,936.3		5,957.1	⁽⁵⁾
	First lien senior secured loan	8.21	%	SOFR (M)	2.75	%		06/2028			1,989.1		1,986.7		1,989.8	⁽⁵⁾
													7,923.0		7,946.9
Burgess Point Purchaser Corporation	First lien senior secured loan	10.71	%	SOFR (M)	5.25	%		07/2029			34,850.0		32,837.9		32,795.3	⁽⁵⁾
Chart Industries, Inc.	First lien senior secured loan	8.69	%	SOFR (M)	3.25	%		03/2030			13,277.4		13,227.6		13,288.4	⁽³⁾⁽⁵⁾
CPIG Holdco Inc. ⁽⁸⁾	First lien senior secured revolving loan	10.24	%	SOFR (Q)	4.75	%		04/2028			0.5		0.5		0.5	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	12.49	%	SOFR (Q)	7.00	%		04/2028			14,962.5		14,574.6		14,962.5	⁽⁵⁾⁽⁶⁾
													14,575.1		14,963.0
Cube Industrials Buyer, Inc. and Cube A&D Buyer Inc. ⁽⁸⁾	First lien senior secured loan	11.40	%	SOFR (Q)	6.00	%		10/2030			22,413.8		21,868.1		21,853.4	⁽⁵⁾⁽⁶⁾
Dynasty Acquisition Co., Inc.	First lien senior secured loan	9.36	%	SOFR (M)	4.00	%		08/2028			12,037.8		11,907.7		12,061.8
Gates Global LLC	First lien senior secured loan	8.36	%	SOFR (M)	3.00	%		11/2029			790.0		790.9		791.7	⁽³⁾⁽⁵⁾
	First lien senior secured loan	7.96	%	SOFR (M)	2.50	%		03/2027			2,880.5		2,880.0		2,882.3	⁽³⁾⁽⁵⁾
													3,670.9		3,674.0
Helix Acquisition Holdings, Inc.	First lien senior secured loan	12.45	%	SOFR (Q)	7.00	%		03/2030			14,188.7		13,808.9		14,188.7	⁽⁵⁾⁽⁶⁾
Husky Injection Molding Systems Ltd.	First lien senior secured loan	8.47	%	SOFR (M)	3.00	%		03/2025			16,906.3		16,815.6		16,871.2	⁽³⁾
LBM Acquisition LLC	First lien senior secured loan	9.21	%	SOFR (M)	3.75	%		12/2027			5,765.3		5,659.4		5,689.7	⁽⁵⁾
Pike Corporation	First lien senior secured loan	8.47	%	SOFR (M)	3.00	%		01/2028			7,535.6		7,535.6		7,551.3
Propulsion (BC) Newco LLC	First lien senior secured loan	9.10	%	SOFR (Q)	3.75	%		09/2029			7,841.3		7,819.9		7,842.8	⁽³⁾⁽⁵⁾
Specialty Building Products Holdings, LLC	First lien senior secured loan	9.21	%	SOFR (M)	3.75	%		10/2028			5,965.9		5,905.1		5,950.9	⁽⁵⁾
SRS Distribution Inc.	First lien senior secured loan	8.96	%	SOFR (M)	3.50	%		06/2028			1,877.7		1,870.9		1,875.4	⁽⁵⁾
Star US Bidco LLC	First lien senior secured loan	9.71	%	SOFR (M)	4.25	%		03/2027			6,500.0		6,452.6		6,488.6	⁽⁵⁾
TransDigm Inc.	First lien senior secured loan	8.60	%	SOFR (Q)	3.25	%		02/2031			2,000.0		1,995.0		2,007.5	⁽³⁾⁽⁵⁾
	First lien senior secured loan	8.60	%	SOFR (Q)	3.25	%		02/2027			1,989.9		1,994.9		1,996.9	⁽³⁾
	First lien senior secured loan	8.60	%	SOFR (Q)	3.25	%		08/2028			16,894.2		16,888.0		16,957.6	⁽³⁾

See accompanying notes to consolidated financial statements.

F-42

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
													20,877.9		20,962.0
Wilsonart LLC	First lien senior secured loan	8.70	%	SOFR (Q)	3.25	%		12/2026			13,407.1		13,261.4		13,423.8	⁽⁵⁾

													268,012.6		269,535.9		15.30	%
Insurance
Accession Risk Management Group, Inc. and RSC Insurance Brokerage, Inc. ⁽⁸⁾	First lien senior secured loan	11.03	%	SOFR (Q)	5.50	%		11/2029			4,032.9		3,993.1		3,952.3	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	11.35	%	SOFR (Q)	6.00	%		11/2029			1.4		1.1		1.2	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	11.41	%	SOFR (M)	6.00	%		11/2029			3.1		3.1		3.1	⁽⁵⁾⁽⁶⁾
													3,997.3		3,956.6
Acrisure, LLC	First lien senior secured loan	9.89	%	SOFR (Q)	4.50	%		11/2030			30,000.0		29,706.2		30,024.9
	Senior subordinated loan	7.00	%	Fixed				11/2025			3,700.0		3,611.2		3,690.8
													33,317.4		33,715.7
Alliant Holdings Intermediate, LLC	First lien senior secured loan	8.86	%	SOFR (M)	3.50	%		11/2030			2,558.1		2,534.4		2,566.4	⁽⁵⁾
AMWINS Group, Inc.	First lien senior secured loan	7.72	%	SOFR (M)	2.25	%		02/2028			7,246.6		7,235.8		7,248.6	⁽⁵⁾
Broadstreet Partners, Inc.	First lien senior secured loan	9.10	%	SOFR (M)	3.75	%		01/2029			13,637.8		13,579.9		13,659.1
Cross Financial Corp.	First lien senior secured loan	9.47	%	SOFR (M)	4.00	%		09/2027			5,116.7		5,103.7		5,116.7	⁽⁵⁾
DOXA Insurance Holdings LLC ⁽⁸⁾	First lien senior secured loan	10.87	%	SOFR (S)	5.50	%		12/2030			20,789.1		20,375.3		20,373.3	⁽⁵⁾⁽⁶⁾
HIG Finance 2 Limited	First lien senior secured loan	9.36	%	SOFR (M)	4.00	%		04/2030			10,473.7		10,440.0		10,484.6	⁽³⁾⁽⁵⁾
Higginbotham Insurance Agency, Inc. ⁽⁸⁾	First lien senior secured loan	10.96	%	SOFR (M)	5.50	%		11/2028			1,721.1		1,709.0		1,695.2	⁽⁵⁾⁽⁶⁾
Hub International Limited	First lien senior secured loan	9.66	%	SOFR (Q)	4.25	%		06/2030			9,314.6		9,305.6		9,349.8	⁽⁵⁾
	First lien senior secured loan	9.37	%	SOFR (Q)	4.00	%		11/2029			4,070.0		4,067.7		4,082.9	⁽⁵⁾
													13,373.3		13,432.7
Hyperion Refinance S.a r.l.	First lien senior secured loan	8.75	%	SOFR (M)	3.25	%		11/2027			7,829.2		7,827.5		7,836.4	⁽³⁾⁽⁵⁾
Keystone Agency Partners LLC ⁽⁸⁾	First lien senior secured loan	10.96	%	SOFR (S)	5.50	%		05/2027			10,690.9		10,477.5		10,477.1	⁽⁵⁾⁽⁶⁾
NFP Corp.	First lien senior secured loan	8.72	%	SOFR (M)	3.25	%		02/2027			8,274.2		8,177.9		8,309.1
OakBridge Insurance Agency LLC and Maple Acquisition Holdings, LP ⁽⁸⁾	First lien senior secured loan	11.09	%	SOFR (M)	5.75	%		11/2029			9,196.4		9,017.0		9,012.5	⁽⁵⁾⁽⁶⁾
	Class A2 units						11/2023		102,501				2,050.0		2,050.0	⁽⁶⁾
													11,067.0		11,062.5
OneDigital Borrower LLC	First lien senior secured loan	9.71	%	SOFR (M)	4.25	%		11/2027			4,987.3		4,950.9		4,987.3	⁽⁵⁾⁽⁶⁾
USI, Inc.	First lien senior secured loan	8.35	%	SOFR (Q)	3.00	%		11/2029			8,301.7		8,291.9		8,308.2

See accompanying notes to consolidated financial statements.

F-43

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
	First lien senior secured loan	8.63	%	SOFR (Q)	3.25	%		09/2030			8,471.0		8,452.7		8,473.7
													16,744.6		16,781.9
													170,911.5		171,703.2		9.75	%
Commercial and Professional Services
AlixPartners, LLP	First lien senior secured loan	8.22	%	SOFR (M)	2.75	%		02/2028			17,173.1		17,137.0		17,206.4	⁽⁵⁾
Clean Harbors, Inc.	First lien senior secured loan	7.22	%	SOFR (S)	1.75	%		10/2028			997.5		997.5		998.9	⁽³⁾
Corporation Service Company	First lien senior secured loan	8.71	%	SOFR (M)	3.25	%		11/2029			6,838.5		6,840.4		6,847.0	⁽⁵⁾
Dun & Bradstreet Corporation, The	First lien senior secured loan	8.21	%	SOFR (M)	2.75	%		02/2026			19,419.1		19,417.7		19,446.5	⁽³⁾
FlyWheel Acquireco, Inc. ⁽⁸⁾	First lien senior secured revolving loan	11.86	%	SOFR (M)	6.50	%		05/2028			1,071.4		1,029.4		1,055.4	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	11.86	%	SOFR (M)	6.50	%		05/2030			13,359.4		12,995.3		13,225.8	⁽⁵⁾⁽⁶⁾
													14,024.7		14,281.2
HP RSS Buyer, Inc. ⁽⁸⁾	First lien senior secured loan	10.37	%	SOFR (Q)	5.00	%		12/2029			8,297.1		8,116.8		8,060.5	⁽⁵⁾⁽⁶⁾
ISolved, Inc.	First lien senior secured loan	9.48	%	SOFR (S)	4.00	%		10/2030			5,770.7		5,719.1		5,770.7	⁽⁵⁾
Kings Buyer, LLC ⁽⁸⁾	First lien senior secured loan	11.99	%	SOFR (S)	6.50	%		10/2027			18,424.6		18,161.7		18,148.2	⁽⁵⁾⁽⁶⁾
Lightbeam Bidco, Inc. ⁽⁸⁾	First lien senior secured loan	11.70	%	SOFR (Q)	6.25	%		05/2030			15,000.0		14,746.2		15,000.0	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	10.86	%	SOFR (Q)	5.50	%		05/2030			1,254.0		1,228.4		1,209.3	⁽⁵⁾⁽⁶⁾
													15,974.6		16,209.3
North Haven Stack Buyer, LLC ⁽⁸⁾	First lien senior secured loan	11.01	%	SOFR (Q)	5.50	%		07/2027			7.1		6.5		7.1	⁽⁵⁾⁽⁶⁾
Omnia Partners, LLC ⁽⁸⁾	First lien senior secured loan	9.63	%	SOFR (Q)	4.25	%		07/2030			4,570.6		4,527.6		4,596.4
Priority Waste Holdings LLC, Priority Waste Holdings Indiana LLC and Priority Waste Super Holdings, LLC ⁽⁸⁾	First lien senior secured revolving loan	10.89	%	SOFR (Q)	5.50	%		08/2029			0.5		0.5		0.5	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	13.40% (4.00	% PIK)	SOFR (Q)	8.00	%		08/2029			19,060.0		18,152.9		18,699.2	⁽⁵⁾⁽⁶⁾
	Warrant to purchase units of Class A common units						08/2023	08/2036	26,353				449.6		809.3	⁽⁶⁾
													18,603.0		19,509.0
Saturn Purchaser Corp.	First lien senior secured loan	10.71	%	SOFR (M)	5.25	%		07/2029			537.6		535.1		534.9	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	11.01	%	SOFR (Q)	5.50	%		07/2029			7,765.2		7,729.3		7,726.4	⁽⁵⁾⁽⁶⁾
													8,264.4		8,261.3
Tempo Acquisition, LLC	First lien senior secured loan	8.11	%	SOFR (M)	2.75	%		08/2028			4,987.5		4,986.5		5,005.3	⁽³⁾⁽⁵⁾
TSS Buyer, LLC ⁽⁸⁾	First lien senior secured loan	11.00	%	SOFR (S)	5.50	%		06/2029			7,026.1		6,794.3		6,776.5	⁽⁵⁾⁽⁶⁾

													149,571.8		151,124.3		8.58	%

See accompanying notes to consolidated financial statements.

F-44

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
Financial Services
BIFM CA Buyer Inc.	First lien senior secured loan	8.97	%	SOFR (M)	3.50	%		06/2026			2,611.3		2,616.1		2,611.7	⁽³⁾
Citco Funding LLC	First lien senior secured loan	8.64	%	SOFR (Q)	3.25	%		04/2028			7,980.0		7,956.0		8,000.0	⁽⁵⁾
Cliffwater LLC ⁽⁸⁾	First lien senior secured loan	11.36	%	SOFR (M)	6.00	%		10/2030			11,029.4		10,813.9		10,808.8	^(3)(5)(6)
Corient Holdings, Inc.	Series A preferred stock						05/2023		15,000				15,000.0		16,424.0	⁽⁶⁾
Focus Financial Partners, LLC	First lien senior secured loan	8.86	%	SOFR (M)	3.50	%		06/2028			3,990.0		3,990.0		3,995.0	⁽⁵⁾
	First lien senior secured loan	8.61	%	SOFR (M)	3.25	%		06/2028			7,551.5		7,549.7		7,557.8	⁽⁵⁾
	First lien senior secured loan	7.86	%	SOFR (M)	2.50	%		06/2028			1,989.8		1,989.8		1,987.8	⁽⁵⁾
													13,529.5		13,540.6
GC Waves Holdings, Inc. ⁽⁸⁾	First lien senior secured loan	11.46	%	SOFR (M)	6.00	%		08/2028			2,092.5		1,758.0		1,724.7	^(3)(5)(6)
GIP Pilot Acquisition Partners, L.P.	First lien senior secured loan	8.39	%	SOFR (Q)	3.00	%		10/2030			4,350.0		4,336.2		4,346.4
GTCR F Buyer Corp. and GTCR (D) Investors LP ⁽⁸⁾⁽⁹⁾	First lien senior secured loan	11.36	%	SOFR (M)	6.00	%		09/2030			10,000.0		9,759.0		9,750.0	⁽⁵⁾⁽⁶⁾
	Limited partnership interests						09/2023		74,074				74.7		77.7	⁽⁶⁾
													9,833.7		9,827.7
Hg Saturn LuchaCo Limited	Private asset-backed investment	12.69	%	SONIA (S)	7.50	%		03/2026			1,529.5		1,434.6		1,512.3	^(3)(5)(6)
HV Chimera LLC	Private asset-backed investment	8.39	%	SOFR (Q)	2.80	%		08/2026			2,397.3		2,362.8		2,361.3	⁽³⁾⁽⁶⁾
Isthmus Capital LLC	Private asset-backed investment	9.50	%	Fixed				06/2030			1,905.1		1,883.2		1,905.1	⁽³⁾⁽⁶⁾
	Private asset-backed investment						06/2023		4				—		22.1	⁽³⁾⁽⁶⁾
													1,883.2		1,927.2
Midcap Financial Issuer Trust	Senior subordinated loan	6.50	%	Fixed				05/2028			5,000.0		4,438.1		4,688.8	⁽³⁾
Monroe Capital Income Plus Corporation	Senior subordinated loan	9.42	%	Fixed				11/2028			10,000.0		10,000.0		10,506.9	⁽³⁾⁽⁶⁾
Pathstone Family Office LLC and Kelso XI Tailwind Co-Investment, L.P. ⁽⁸⁾⁽⁹⁾	First lien senior secured revolving loan	12.21	%	SOFR (M)	6.75	%		05/2028			166.1		144.9		166.1	^(3)(5)(6)
	First lien senior secured loan	14.25	%	Base Rate (Q)	5.75	%		05/2029			32.4		31.5		32.4	^(3)(5)(6)
	First lien senior secured loan	12.21	%	SOFR (M)	6.75	%		05/2029			13,779.8		13,386.2		13,779.8	^(3)(5)(6)
	Limited partnership interests						09/2023		80,390				80.4		79.4	⁽³⁾⁽⁶⁾
													13,643.0		14,057.7

See accompanying notes to consolidated financial statements.

F-45

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁶⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
PCIA SPV-3, LLC and ASE Royal Aggregator, LLC (8)	First lien senior secured loan	11.62	%	SOFR (Q)	6.25	%		08/2029			9,066.7		8,777.4		9,066.7	^(3)(5)(6)
	Preferred units						07/2023		1,333,333				1,315.5		1,333.3	⁽³⁾⁽⁶⁾
													10,092.9		10,400.0
Steward Partners Global Advisory, LLC and Steward Partners Investment Advisory, LLC (8)	First lien senior secured loan	10.78	%	SOFR (S)	5.25	%	10/2028				1,917.7		1,879.6		1,879.3	^(3)(5)(6)
The Edelman Financial Center, LLC	Second lien senior secured loan	12.22	%	SOFR (M)	6.75	%	07/2026				33,000.0		32,527.4		32,958.8	⁽³⁾
													144,105.0		147,576.2		8.38	%
Media and Entertainment
22 HoldCo Limited ⁽⁸⁾	Senior subordinated loan	12.96	% PIK	SONIA (S)	7.50	%		08/2033			14,698.0		14,049.2		14,097.2	^(3)(5)(6)
3 Step Sports LLC and 3 Step Holdings, LLC ⁽⁸⁾	First lien senior secured revolving loan	13.33	%	SOFR (Q)	8.00	%		10/2028			526.3		446.3		442.1	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	13.47% (1.50	%PIK)	SOFR (Q)	8.00	%		10/2029			16,415.1		15,404.9		15,299.3	⁽⁵⁾⁽⁶⁾
	Series D preferred units						10/2023		267,369				4,400.0		4,400.0	⁽⁶⁾
													20,251.2		20,141.4
AVSC Holding Corp.	First lien senior secured loan	8.96% (0.48	%PIK)	SOFR (M)	3.50	%		03/2025			5,508.6		5,318.8		5,383.0	⁽⁵⁾
	First lien senior secured loan	10.96% (1.61	%PIK)	SOFR (M)	5.50	%		10/2026			5,401.0		5,290.5		5,275.0	⁽⁵⁾
													10,609.3		10,658.0
CFC Funding LLC	Loan instrument units	9.75% PIK					07/2023		5,300				5,035.3		5,141.0	⁽³⁾⁽⁶⁾
Creative Artists Agency, LLC	First lien senior secured loan	8.86	%	SOFR (M)	3.50	%		11/2028			13,374.9		13,361.2		13,420.1
League One Volleyball, Inc.	Series B preferred stock						07/2023		194				1.0		1.0	⁽⁶⁾
LiveBarn Inc.	Middle preferred shares						08/2023		2,838,691				10,000.0		10,000.0	⁽³⁾⁽⁶⁾
NASCAR Holdings, LLC	First lien senior secured loan	7.97	%	SOFR (M)	2.50	%		10/2026			895.5		897.6		897.9
NEP Group, Inc.	First lien senior secured loan	10.22% (1.50	%PIK)	SOFR (M)	4.75	%		08/2026			6,038.5		5,871.2		5,736.6	⁽⁶⁾
United Talent Agency, LLC	First lien senior secured loan	9.65	%	SOFR (Q)	4.00	%		07/2028			9,426.4		9,387.8		9,430.9	⁽⁵⁾
William Morris Endeavor Entertainment, LLC (IMG Worldwide Holdings, LLC)	First lien senior secured loan	8.22	%	SOFR (M)	2.75	%		05/2025			19,025.3		18,998.4		19,061.1	⁽³⁾
Zuffa Guarantor LLC	First lien senior secured loan	8.40	%	SOFR (Q)	2.75	%		04/2026			10,945.4		10,939.2		10,974.3	⁽³⁾⁽⁵⁾

													119,401.4		119,559.5		6.79	%
Pharmaceuticals, Biotechnology and Life Sciences
ADMA Biologics Inc. ⁽⁸⁾	First lien senior secured revolving loan	9.13	%	SOFR (Q)	3.75	%		12/2027			1.0		1.0		1.0	^(3)(5)(6)
	First lien senior secured loan	11.88	%	SOFR (S)	6.50	%		12/2027			4,308.0		4,200.8		4,254.2	^(3)(5)(6)
													4,201.8		4,255.2
Alcami Corporation ⁽⁸⁾	First lien senior secured loan	12.46	%	SOFR (M)	7.00	%		12/2028			4,068.5		3,883.1		4,068.5	⁽⁵⁾⁽⁶⁾
Bamboo US BidCo LLC ⁽⁸⁾	First lien senior secured loan	9.95	%	Euribor (Q)	6.00	%		09/2030			8,640.0		8,104.8		8,380.8	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	11.38	%	SOFR (Q)	6.00	%		09/2030			12,720.2		12,326.8		12,283.7	⁽⁵⁾⁽⁶⁾
													20,431.6		20,664.5
Cambrex Corporation	First lien senior secured loan	8.96	%	SOFR (M)	3.50	%		12/2026			7,426.2		7,417.2		7,257.3	⁽⁵⁾
Catalent Pharma Solutions, Inc.	First lien senior secured loan	8.36	%	SOFR (M)	3.00	%		02/2028			8,000.0		7,940.4		8,000.0	^(3)(5)(6)

See accompanying notes to consolidated financial statements.

F-46

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																		% of
							Acquisition	Maturity	Shares/				Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units		Principal		Cost		Fair Value			Assets
Curium BidCo S.a r.l.	First lien senior secured loan	9.85	%	SOFR (Q)	4.50	%		07/2029				8,923.5		8,913.8		8,906.8	⁽³⁾
Da Vinci Purchaser Corp.	First lien senior secured loan	9.47	%	SOFR (M)	4.00	%		01/2027				8,930.2		8,828.5		8,938.6	⁽⁵⁾
IQVIA Inc	First lien senior secured loan	7.35	%	SOFR (Q)	2.00	%		01/2031				8,000.0		8,000.0		8,022.9	⁽³⁾
Maravai Intermediate Holdings, LLC	First lien senior secured loan	8.40	%	SOFR (Q)	3.00	%		10/2027				10,372.5		10,349.9		10,078.6	⁽³⁾⁽⁵⁾
Packaging Coordinators Midco, Inc.	First lien senior secured loan	9.11	%	SOFR (Q)	3.50	%		11/2027				9,279.6		9,245.0		9,274.4	⁽⁵⁾
Precision Medicine Group, LLC	First lien senior secured loan	8.45	%	SOFR (Q)	3.00	%		11/2027				7,946.3		7,841.3		7,827.1	⁽⁵⁾
Solar Bidco Limited ⁽⁸⁾	First lien senior secured loan	9.69	%	Euribor (Q)	5.75	%		11/2029				667.1		581.8		665.5	^(3)(5)(6)
WCI-BXC Purchaser, LLC and WCI-BXC Investment Holdings, L.P. ⁽⁸⁾	First lien senior secured loan	11.64	%	SOFR (S)	6.25	%		11/2030				4,458.8		4,349.4		4,347.3	⁽⁵⁾⁽⁶⁾
	Limited partnership interest						11/2023		731,000					731.6		731.0	⁽⁶⁾
														5,081.0		5,078.3

														102,715.4		103,037.7		5.85	%
Consumer Distribution and Retail
BR PJK Produce, LLC ⁽⁸⁾	First lien senior secured loan	11.46	%	SOFR (Q)	6.00	%		11/2027				932.7		892.0		871.8	⁽⁵⁾⁽⁶⁾
BradyIFS Holdings, LLC ⁽⁸⁾	First lien senior secured loan	11.38	%	SOFR (Q)	6.00	%		10/2029				30,083.7		29,483.1		29,433.4	⁽⁵⁾⁽⁶⁾
City Line Distributors LLC and City Line Investments LLC ⁽⁸⁾	First lien senior secured loan	11.46	%	SOFR (M)	6.00	%		08/2028				1,993.7		1,946.6		1,943.8	⁽⁵⁾⁽⁶⁾
	Class A units	8.00	%PIK				08/2023		100,000					102.0		110.1	⁽⁶⁾
														2,048.6		2,053.9
Hills Distribution, Inc., Hills Intermediate FT Holdings, LLC and GMP Hills, LP ⁽⁸⁾	First lien senior secured revolving loan	9.87	%	SOFR (Q)	4.50	%		11/2029				0.6		0.6		0.6	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	11.37	%	SOFR (S)	6.00	%		11/2029				3,102.7		3,041.9		3,040.6	⁽⁵⁾⁽⁶⁾
	Limited partnership interest	8.00	%PIK				11/2023		3,544,000					3,544.0		3,526.7	⁽⁶⁾
														6,586.5		6,567.9
LS Group Opco Acquisition LLC (LS Group PropCo Acquisition LLC)	First lien senior secured loan	8.71	%	SOFR (M)	3.25	%		11/2027				9,007.8		8,982.7		8,996.6	⁽⁵⁾
Mr. Greens Intermediate, LLC, Florida Veg Investments LLC, MRG Texas, LLC and Restaurant Produce and Services Blocker, LLC ⁽⁸⁾	First lien senior secured loan	11.70	%	SOFR (M)	6.25	%		05/2029				9,426.3		9,175.1		9,426.3	⁽⁵⁾⁽⁶⁾
	Class B limited liability company interest						05/2023		0.18	%				100.0		104.3	⁽⁶⁾
														9,275.1		9,530.6
Peer Holding III B.V.	First lien senior secured loan	8.60	%	SOFR (Q)	3.25	%		10/2030				5,000.0		4,962.5		5,010.4	⁽³⁾
SCIH Salt Holdings Inc.	First lien senior secured loan	9.45	%	SOFR (M)	4.00	%		03/2027				10,355.0		10,281.9		10,359.9	⁽⁵⁾
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. ⁽⁸⁾⁽⁹⁾	First lien senior secured revolving loan	11.60	%	SOFR (Q)	6.25	%		01/2029				395.5		374.1		387.0	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	11.60	%	SOFR (Q)	6.25	%		01/2029				6,981.1		6,780.0		6,901.4	⁽⁵⁾⁽⁶⁾
	Common units						01/2023		50,000					50.0		53.3	⁽⁶⁾
														7,204.1		7,341.7
														79,716.5		80,166.2		4.55	%
Food and Beverage
B&G Foods Inc	First lien senior secured loan	7.86	%	SOFR (M)	2.50	%		10/2026				2,880.1		2,866.5		2,851.8	⁽³⁾
Chobani, LLC	First lien senior secured loan	9.11	%	SOFR (S)	3.75	%		10/2027				6,500.0		6,467.6		6,505.4
	First lien senior secured loan	8.97	%	SOFR (M)	3.50	%		10/2027				6,379.1		6,376.9		6,382.3	⁽⁵⁾
														12,844.5		12,887.7
Demakes Borrower, LLC ⁽⁸⁾	First lien senior secured loan	11.60	%	SOFR (S)	6.25	%		12/2029				11,707.3		11,417.3		11,414.6	⁽⁵⁾⁽⁶⁾
Max US Bidco Inc.	First lien senior secured loan	10.35	%	SOFR (Q)	5.00	%		10/2030				25,000.0		22,981.3		23,287.5
Sugar PPC Buyer LLC ⁽⁸⁾	First lien senior secured loan	11.34	%	SOFR (M)	6.00	%		10/2030				19,565.2		19,135.8		19,125.0	⁽⁵⁾⁽⁶⁾

														69,245.4		69,566.6		3.95	%

Automobiles and Components
Clarios Global LP	First lien senior secured loan	9.11	%	SOFR (M)	3.75	%		05/2030				6,733.1		6,712.6		6,741.5

See accompanying notes to consolidated financial statements.

F-47

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
First Brands Group, LLC	First lien senior secured loan	10.88	%	SOFR (Q)	5.00	%		03/2027			6,930.8		6,781.0		6,865.9	⁽⁵⁾
New ChurcHill HoldCo LLC and Victory Topco, LP ⁽⁸⁾	First lien senior secured revolving loan	10.87	%	SOFR (Q)	5.50	%		11/2029			321.6		271.3		270.1	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	10.87	%	SOFR (Q)	5.50	%		11/2029			12,348.1		11,947.6		11,746.1	⁽⁵⁾⁽⁶⁾
	Class A-2 common units						11/2023		23,290				2,329.0		2,329.0	⁽⁶⁾
													14,547.9		14,345.2
Wand Newco 3, Inc.	First lien senior secured loan	8.22	%	SOFR (M)	2.75	%		02/2026			22,691.3		22,587.2		22,739.7

													50,628.7		50,692.3		2.88	%
Materials
Charter Next Generation, Inc.	First lien senior secured loan	9.22	%	SOFR (M)	3.75	%		12/2027			11,200.4		11,163.9		11,239.0	⁽⁵⁾
Derby Buyer LLC	First lien senior secured loan	9.59	%	SOFR (M)	4.25	%		11/2030			6,445.0		6,350.1		6,445.0	⁽⁵⁾
Element Solutions Inc (Macdermid, Incorporated)	First lien senior secured loan	7.36	%	SOFR (M)	2.00	%		12/2030			2,000.0		1,995.0		2,005.0	⁽³⁾
Summit Materials, LLC	First lien senior secured loan	8.33	%	SOFR (S)	3.00	%		11/2028			4,000.0		3,990.0		4,012.5	⁽³⁾
Trident TPI Holdings, Inc.	First lien senior secured loan	9.85	%	SOFR (Q)	4.50	%		09/2028			10,079.7		9,872.5		10,074.9	⁽⁵⁾
	First lien senior secured loan	9.61	%	SOFR (Q)	4.00	%		09/2028			1,895.2		1,897.6		1,886.1	⁽⁵⁾
	First lien senior secured loan	10.60	%	SOFR (Q)	5.25	%		09/2028			997.5		977.5		999.0	⁽⁵⁾
													12,747.6		12,960.0
Vobev, LLC and Vobev Holdings, LLC ⁽⁸⁾	First lien senior secured revolving loan	10.49	%	SOFR (S)	5.00	%		04/2028			0.7		0.7		0.7	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	13.23% (4.00	% PIK)	SOFR (Q)	7.75	%		04/2028			4,610.0		4,493.6		3,780.2	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	12.48	%	SOFR (M)	7.00	%		04/2028			809.8		793.6		634.1	⁽⁵⁾⁽⁶⁾
	Warrant to purchase Class B units						11/2023	04/2028	4,485				—		287.5	⁽⁶⁾
													5,287.9		4,702.5

													41,534.5		41,364.0		2.35	%
Telecommunication Services
Delta Topco, Inc.	First lien senior secured loan	9.12	%	SOFR (Q)	3.75	%		12/2027			4,896.1		4,877.2		4,883.8	⁽⁵⁾
Iridium Satellite LLC	First lien senior secured loan	7.86	%	SOFR (M)	2.50	%		09/2030			6,570.6		6,562.4		6,581.5	⁽³⁾⁽⁵⁾
Switch Master Holdco LLC	First lien senior secured loan	8.36	%	SOFR (M)	3.00	%		12/2024			27,355.9		26,498.9		26,398.5	⁽⁶⁾
Zayo Group Holdings, Inc.	First lien senior secured loan	8.47	%	SOFR (M)	3.00	%		03/2027			3,000.0		2,578.1		2,568.1
													40,516.6		40,431.9		2.30	%
Household and Personal Products
Silk Holdings III Corp. and Silk Holdings I Corp. ⁽⁸⁾	First lien senior secured revolving loan	11.35	%	SOFR (Q)	6.00	%		05/2029			0.6		0.6		0.6	⁽⁵⁾⁽⁶⁾
	First lien senior secured loan	13.10	%	SOFR (Q)	7.75	%		05/2029			14,924.0		14,526.3		14,924.0	⁽⁵⁾⁽⁶⁾
	Common stock						05/2023		100				100.0		187.7	⁽⁶⁾
													14,626.9		15,112.3
Sunshine Luxembourg VII S.a r.l.	First lien senior secured loan	8.95	%	SOFR (Q)	3.50	%		10/2026			21,165.9		21,061.9		21,256.7	⁽³⁾⁽⁵⁾

													35,688.8		36,369.0		2.06	%

See accompanying notes to consolidated financial statements.

F-48

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
Investment Funds and Vehicles
BALLY 2023-24	Collaterized loan obligation	10.31	%	SOFR (Q)	5.05	%		07/2036			1,500.0		1,500.0		1,522.7	⁽³⁾⁽⁶⁾
BCC 2023-3	Collaterized loan obligation	10.61	%	SOFR (Q)	5.25	%		07/2036			1,500.0		1,500.0		1,528.8	⁽³⁾⁽⁶⁾
BTCP 2023-1	Private asset - backed investment	11.85	%	SOFR (M)	6.50	%		09/2030			6,100.0		6,105.7		6,100.0	⁽³⁾⁽⁶⁾
CGMS 2023-1	Collaterized loan obligation	10.45	%	SOFR (Q)	5.10	%		07/2035			1,250.0		1,250.0		1,275.7	⁽³⁾⁽⁶⁾
CGMS 2023-2	Collaterized loan obligation	10.26	%	SOFR (Q)	5.00	%		07/2036			2,000.0		2,000.0		2,030.0	⁽³⁾⁽⁶⁾
JNPPK 2023-1	Collaterized loan obligation	10.12	%	SOFR (Q)	4.70	%		07/2035			2,000.0		2,000.0		2,011.9	⁽³⁾⁽⁶⁾
KKR 48	Collaterized loan obligation	9.66	%	SOFR (Q)	4.30	%		10/2036			2,000.0		2,000.0		1,989.5	⁽³⁾⁽⁶⁾
MAGNE 2023-36	Collaterized loan obligation	10.31	%	SOFR (Q)	4.90	%		04/2036			1,750.0		1,750.0		1,765.9	⁽³⁾⁽⁶⁾
OAKC 2022-12	Collaterized loan obligation	10.42	%	SOFR (Q)	5.00	%		07/2036			2,000.0		2,000.0		1,992.2	⁽³⁾⁽⁶⁾
OAKC 2023-15	Collaterized loan obligation	10.12	%	SOFR (Q)	5.00	%		04/2035			2,000.0		2,000.0		2,047.4	⁽³⁾⁽⁶⁾
OAKC 2023-16	Collaterized loan obligation	9.36	%	SOFR (Q)	4.00	%		10/2036			2,000.0		2,000.0		1,994.6	⁽³⁾⁽⁶⁾
TCIFC 2023-2	Collaterized loan obligation	10.71	%	SOFR (Q)	5.30	%		07/2035			2,500.0		2,500.0		2,520.3	⁽³⁾⁽⁶⁾
THPT 2023-THL	Commercial mortgage - backed security	10.40	%	SOFR (M)	5.00	%		12/2034			5,000.0		4,987.5		5,009.6	⁽³⁾⁽⁶⁾
VOYA 2022-3	Collaterized loan obligation	9.92	%	SOFR (Q)	4.50	%		10/2036			2,000.0		2,000.0		2,002.1	⁽³⁾⁽⁶⁾

													33,593.2		33,790.7		1.92	%
Technology Hardware and Equipment
Emerald Debt Merger Sub LLC	First lien senior secured loan	8.36	%	SOFR (M)	3.00	%		05/2030			19,481.2		19,457.5		19,537.3
Mirion Technologies (US Holdings), Inc.	First lien senior secured loan	8.36	%	SOFR (Q)	2.75	%		10/2028			3,671.4		3,673.6		3,681.5	⁽³⁾⁽⁵⁾
Safe Fleet Holdings LLC	First lien senior secured loan	9.21	%	SOFR (M)	3.75	%		02/2029			2,782.7		2,727.5		2,786.8	⁽⁵⁾
TGG TS Acquisition Company	First lien senior secured loan	11.97	%	SOFR (M)	6.50	%		12/2025			2,942.9		2,940.5		2,817.8

													28,799.1		28,823.4		1.64	%
Energy
HighPeak Energy, Inc.	First lien senior secured loan	13.00	%	SOFR (A)	7.50	%		09/2026			25,000.0		24,436.8		25,000.0	^(3)(5)(6)

													24,436.8		25,000.0		1.42	%

See accompanying notes to consolidated financial statements.

F-49

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
Independent Power and Renewable Electricity Producers
BIP PipeCo Holdings LLC	First lien senior secured loan	8.62	%	SOFR (S)	3.25	%		12/2030			3,000.0		2,985.1		2,988.8	⁽⁶⁾
Terraform Power Operating, LLC	First lien senior secured loan	7.85	%	SOFR (Q)	2.50	%		05/2029			8,324.3		8,275.4		8,306.0	⁽⁵⁾

													11,260.5		11,294.8		0.64	%
Consumer Durables and Apparel
Lakeshore Learning Materials, LLC	First lien senior secured loan	8.97	%	SOFR (M)	3.50	%		09/2028			10,267.0		10,164.4		10,247.8	⁽⁵⁾

													10,164.4		10,247.8		0.58	%
Transportation
First Student Bidco Inc.	First lien senior secured loan	8.62	%	SOFR (Q)	3.00	%		07/2028			5,664.2		5,531.3		5,615.8	⁽⁵⁾

													5,531.3		5,615.8		0.32	%
Equity Real Estate Investment Trusts (REITs)
Iron Mountain Information Management, LLC	First lien senior secured loan	7.58	%	SOFR (S)	2.25	%		01/2031			5,500.0		5,458.8		5,496.6	⁽³⁾

													5,458.8		5,496.6		0.31	%
Semiconductors and Semiconductor Equipment

See accompanying notes to consolidated financial statements.

F-50

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2023

(dollar amounts in thousands)


																	% of
							Acquisition	Maturity	Shares/			Amortized					Net
Company ⁽¹⁾	Investment	Coupon ⁽²⁾		Reference ⁽⁴⁾	Spread ⁽²⁾		Date	Date	Units	Principal		Cost		Fair Value			Assets
MKS Instruments, Inc.	First lien senior secured loan	7.84	%	SOFR (M)	2.50	%		08/2029			4,482.2		4,471.3		4,486.7	⁽³⁾⁽⁵⁾

													4,471.3		4,486.7		0.25	%

Total Investments												$	2,556,783.9	$	2,577,558.1	^(7)(10)	146.34	%

See accompanying notes to consolidated financial statements.

F-51

Table of Contents

Derivative Instruments

Foreign currency forward contracts


	Notional Amount		Notional Amount				Unrealized Appreciation /
Description	to be Purchased		to be Sold		Counterparty	Settlement Date	(Depreciation)
Foreign currency forward contract	$	14,240	£	11,532	Wells Fargo Bank, N.A.	August 21, 2026	$	—
Foreign currency forward contract	$	8,380	€	7,826	Wells Fargo Bank, N.A.	January 26, 2024		—
Foreign currency forward contract	$	6,165	AUD	9,518	Wells Fargo Bank, N.A.	November 17, 2026		—
Foreign currency forward contract	$	1,017	CAD	1,391	Wells Fargo Bank, N.A.	November 16, 2026		—
Foreign currency forward contract	$	874	£	720	Wells Fargo Bank, N.A.	March 31, 2026		—
Foreign currency forward contract	$	583	£	480	Wells Fargo Bank, N.A.	March 31, 2025		—
Total							$	—

(1)	All of the Fund’s portfolio company investments, which as of December 31, 2023 represented 146% of the Fund’s net assets or 95% of the Fund’s total assets, may be subject to legal restrictions on sales.

(2)	Investments without an interest rate are non-income producing.

(3)

This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Fund may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Fund’s total assets. Pursuant to Section 55(a) of the Investment Company Act, 26% of the Fund’s total assets are represented by investments at fair value and other assets that are considered “non-qualifying assets” as of December 31, 2023.

(4)

Variable rate loans to the Fund’s portfolio companies bear interest at a rate that may be determined by reference to the SOFR or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually (A), semi-annually (S), quarterly (Q), bi-monthly (B), monthly (M) or daily (D). For each such loan, the Fund has provided the interest rate in effect on the date presented.

(5)	Loan includes interest rate floor feature.

(6)	These investments were valued using unobservable inputs and are considered Level 3 investments. See Note 8 for more information regarding the fair value of the Fund’s investments.

(7)

As of December 31, 2023, the estimated net unrealized gain for federal tax purposes was $20.8 million based on a tax cost basis of $2.6 billion. As of December 31, 2023, the estimated aggregate gross unrealized gain for federal income tax purposes was $24.3 million and the estimated aggregate gross unrealized loss for federal income tax purposes was $3.5 million.

(8)

As of December 31, 2023, the Fund had the following commitments to fund various revolving and delayed draw senior secured loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 7 for more information on revolving and delayed draw loan commitments related to certain portfolio companies.

F-52

Table of Contents


							Less:		Less: unavailable
							commitments		commitments due		Total net unfunded
	Total revolving						substantially at		to borrowing base or		revolving and
(in thousands)	and delayed draw		Less: funded		Total unfunded		discretion of the		other covenant		delayed draw
Portfolio Company	loan commitments		commitments		commitments		Fund		restrictions		commitments
22 HoldCo Limited	$	4,179.1	$	—	$	4,179.1	$	—	$	—	$	4,179.1
3 Step Sports LLC and 3 Step Holdings, LLC		13,584.9		(526.3)		13,058.6		—		—		13,058.6
Accession Risk Management Group, Inc. and RSC Insurance Brokerage, Inc.		402.8		—		402.8		—		—		402.8
ADMA Biologics Inc.		1.0		(1.0)		—		—		—		—
AI Aqua Merger Sub, Inc.		1,217.4		—		1,217.4		—		—		1,217.4
Airx Climate Solutions, Inc.		11,435.2		—		11,435.2		—		—		11,435.2
Alcami Corporation and ACM Note Holdings, LLC		890.4		—		890.4		—		—		890.4
Amerivet Partners Management, Inc. and AVE Holdings LP		7,713.5		—		7,713.5		—		—		7,713.5
Apex Service Partners, LLC and Apex Service Partners Holdings, LLC		6,798.6		(163.2)		6,635.4		—		—		6,635.4
Bamboo US BidCo LLC		2,621.9		—		2,621.9		—		—		2,621.9
Bobcat Purchaser, LLC and Bobcat Topco, L.P.		1,595.7		—		1,595.7		—		—		1,595.7
BR PJK Produce, LLC		1,774.1		—		1,774.1		—		—		1,774.1
BradyIFS Holdings, LLC		4,916.3		—		4,916.3		—		—		4,916.3
City Line Distributors LLC and City Line Investments LLC		800.5		—		800.5		—		—		800.5
Cliffwater LLC		1,470.6		—		1,470.6		—		—		1,470.6
Coupa Holdings, LLC and Coupa Software Incorporated		410.8		—		410.8		—		—		410.8
CPIG Holdco Inc.		1.0		(0.5)		0.5		—		—		0.5
Crosspoint Capital AS SPV, LP		2,887.7		(211.3)		2,676.4		—		—		2,676.4
Cube Industrials Buyer, Inc. and Cube A&D Buyer Inc.		2,586.2		—		2,586.2		—		—		2,586.2
Demakes Borrower, LLC		3,292.7		—		3,292.7		—		—		3,292.7
DOXA Insurance Holdings LLC		24,210.9		—		24,210.9		—		—		24,210.9
Echo Purchaser, Inc.		8,750.0		(159.1)		8,590.9		—		—		8,590.9
Eternal Aus Bidco Pty Ltd		1,895.7		—		1,895.7		—		—		1,895.7
Excel Fitness Consolidator LLC		3,333.3		—		3,333.3		—		—		3,333.3

See accompanying notes to consolidated financial statements.

F-53

Table of Contents


							Less:		Less: unavailable
							commitments		commitments due		Total net unfunded
	Total revolving						substantially at		to borrowing base or		revolving and
(in thousands)	and delayed draw		Less: funded		Total unfunded		discretion of the		other covenant		delayed draw
Portfolio Company	loan commitments		commitments		commitments		Fund		restrictions		commitments
Finastra USA, Inc., DH Corporation/Societe DH, and Finastra Europe S.A R.L.		2,349.6		—		2,349.6		—		—		2,349.6
Flint OpCo, LLC		2,186.2		—		2,186.2		—		—		2,186.2
FlyWheel Acquireco, Inc.		1,607.1		(1,071.4)		535.7		—		—		535.7
GC Waves Holdings, Inc.		12,900.2		—		12,900.2		—		—		12,900.2
GroundWorks, LLC		503.8		—		503.8		—		—		503.8
GS SEER Group Borrower LLC and GS SEER Group Holdings LLC		4,568.3		—		4,568.3		—		—		4,568.3
GTCR F Buyer Corp. and GTCR (D) Investors LP		5,000.0		—		5,000.0		—		—		5,000.0
Guidepoint Security Holdings, LLC		2,659.5		—		2,659.5		—		—		2,659.5
Hakken Midco B.V.		1,082.7		—		1,082.7		—		—		1,082.7
Helios Service Partners, LLC and Astra Service Partners, LLC		3,001.0		(0.6)		3,000.4		—		—		3,000.4
Higginbotham Insurance Agency, Inc.		865.3		—		865.3		—		—		865.3
Hills Distribution, Inc., Hills Intermediate FT Holdings, LLC and GMP Hills, LP		1,826.1		(0.6)		1,825.5		—		—		1,825.5
HP RSS Buyer, Inc.		3,529.9		—		3,529.9		—		—		3,529.9
Hyland Software, Inc.		1,102.9		—		1,102.9		—		—		1,102.9
Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P.		6,727.8		—		6,727.8		—		—		6,727.8
Keystone Agency Partners LLC		34,309.1		—		34,309.1		—		—		34,309.1
Kings Buyer, LLC		1,529.3		—		1,529.3		—		—		1,529.3
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P.		182.2		—		182.2		—		—		182.2
Lightbeam Bidco, Inc.		3,225.7		—		3,225.7		—		—		3,225.7
Mr. Greens Intermediate, LLC, Florida Veg Investments LLC, MRG Texas, LLC and Restaurant Produce and Services Blocker, LLC		5,526.3		—		5,526.3		—		—		5,526.3
New ChurcHill HoldCo LLC and Victory Topco, LP		20,322.9		(321.6)		20,001.3		—		—		20,001.3

See accompanying notes to consolidated financial statements.

F-54

Table of Contents


							Less:		Less: unavailable
							commitments		commitments due		Total net unfunded
	Total revolving						substantially at		to borrowing base or		revolving and
(in thousands)	and delayed draw		Less: funded		Total unfunded		discretion of the		other covenant		delayed draw
Portfolio Company	loan commitments		commitments		commitments		Fund		restrictions		commitments
Next Holdco, LLC		1,697.6		—		1,697.6		—		—		1,697.6
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC		1,200.4		—		1,200.4		—		—		1,200.4
North Haven Stack Buyer, LLC		17.9		—		17.9		—		—		17.9
Northwinds Holding, Inc. and Northwinds Services Group LLC		3,450.0		—		3,450.0		—		—		3,450.0
OakBridge Insurance Agency LLC and Maple Acquisition Holdings, LP		5,803.6		—		5,803.6		—		—		5,803.6
Omnia Partners, LLC		429.4		—		429.4		—		—		429.4
Paragon 28, Inc. and Paragon Advanced Technologies, Inc.		7,072.4		(0.5)		7,071.9		—		—		7,071.9
Pathstone Family Office LLC and Kelso XI Tailwind Co-Investment, L.P.		1,183.6		(166.1)		1,017.5		—		—		1,017.5
PCIA SPV-3, LLC and ASE Royal Aggregator, LLC		4,600.0		—		4,600.0		—		—		4,600.0
PestCo Holdings, LLC and PestCo, LLC		2,481.0		—		2,481.0		—		—		2,481.0
Priority Waste Holdings LLC, Priority Waste Holdings Indiana LLC and Priority Waste Super Holdings, LLC		6,001.0		(0.5)		6,000.5		—		—		6,000.5
PushPay USA Inc.		357.1		—		357.1		—		—		357.1
PYE-Barker Fire & Safety, LLC		14,963.6		—		14,963.6		—		—		14,963.6
Silk Holdings III Corp. and Silk Holdings I Corp.		1.0		(0.6)		0.4		—		—		0.4
Solar Bidco Limited		1,476.6		—		1,476.6		—		—		1,476.6

See accompanying notes to consolidated financial statements.

F-55

Table of Contents


							Less:		Less: unavailable
							commitments		commitments due		Total net unfunded
	Total revolving						substantially at		to borrowing base or		revolving and
(in thousands)	and delayed draw		Less: funded		Total unfunded		discretion of the		other covenant		delayed draw
Portfolio Company	loan commitments		commitments		commitments		Fund		restrictions		commitments
Steward Partners Global Advisory, LLC and Steward Partners Investment Advisory, LLC		2,876.5		—		2,876.5		—		—		2,876.5
Sugar PPC Buyer LLC		5,434.8		—		5,434.8		—		—		5,434.8
Sunbit Receivables Trust IV		2,700.0		—		2,700.0		—		—		2,700.0
TSS Buyer, LLC		2,956.6		—		2,956.6		—		—		2,956.6
United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP		4,245.3		—		4,245.3		—		—		4,245.3
Vertex Service Partners, LLC and Vertex Service Partners Holdings, LLC		18,776.8		—		18,776.8		—		—		18,776.8
Vobev, LLC and Vobev Holdings, LLC		166.9		(0.7)		166.2		—		—		166.2
WCI-BXC Purchaser, LLC and WCI-BXC Investment Holdings, L.P.		194.6		—		194.6		—		—		194.6
World Insurance Associates, LLC and World Associates Holdings, LLC		25,000.0		—		25,000.0		—		—		25,000.0
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P.		2,966.1		(395.5)		2,570.6		—		—		2,570.6
	$	337,829.0	$	(3,019.5)	$	334,809.5	$	—	$	—	$	334,809.5

(9)	As of December 31, 2023, the Fund was party to subscription agreements to fund equity investment commitments.


							Less: equity
					Total		commitments		Total net
			Less: funded		unfunded		substantially		unfunded
(in thousands)	Total equity		equity		equity		at discretion		equity
Portfolio Company	commitments		commitments		commitments		of the Fund		commitments
GTCR F Buyer Corp. and GTCR (D) Investors LP	$	25.9	$	—	$	25.9	$	—	$	25.9
Pathstone Family Office LLC and Kelso XI Tailwind Co-Investment, L.P.		19.6		—		19.6		—		19.6
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P.		5.6		—		5.6		—		5.6
	$	51.1	$	—	$	51.1	$	—	$	51.1

(10)

All investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Fund owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

See accompanying notes to consolidated financial statements.

F-56

Table of Contents

ARES STRATEGIC INCOME FUND

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(in thousands)


					For the period from
					December 5, 2022
					(commencement of
	For the Year Ended		For the Year Ended		operations) to
	December 31, 2024		December 31, 2023		December 31, 2022
Operations:
Net investment income	$	324,399	$	68,487	$	183
Net realized gains		17,914		6,255		54
Net unrealized gains (losses)		63,803		19,297		(311)
Net increase (decrease) in net assets resulting from operations		406,116		94,039		(74)
Distributions to shareholders:
Distributed earnings - Class I		(283,401)		(45,455)		—
Distributed earnings - Class S		(50,450)		(6,445)		—
Distributed earnings - Class D		(13,237)		(1,266)		—
Net decrease in net assets from distributions		(347,088)		(53,166)		—
Share transactions:
Class I:
Proceeds from shares sold		3,288,851		1,218,909		148,147
Share transfers between classes		945		—		—
Distributions reinvested		68,786		8,289		—
Repurchased shares, net of early repurchase deduction		(58,324)		(78)		—
Net increase in net assets from share transactions		3,300,258		1,227,120		148,147
Class S:
Proceeds from shares sold		504,882		296,150		—
Share transfers between classes		(3,298)		—		—
Distributions reinvested		10,308		341		—
Repurchased shares, net of early repurchase deduction		(5,298)		—		—
Net increase in net assets from share transactions		506,594		296,491		—
Class D:
Proceeds from shares sold		267,907		48,588		—
Share transfers between classes		2,353		—		—
Distributions reinvested		3,164		222		—
Net increase in net assets from share transactions		273,424		48,810		—
Total increase in net assets		4,139,304		1,613,294		148,073
Net assets, beginning of period		1,761,392		148,098		25
Net assets, end of period	$	5,900,696	$	1,761,392	$	148,098

See accompanying notes to consolidated financial statements.

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ARES STRATEGIC INCOME FUND

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)


					For the period from
					December 5, 2022
					(commencement of
	For the Year Ended		For the Year Ended		operations) to
	December 31, 2024		December 31, 2023		December 31, 2022
OPERATING ACTIVITIES:
Net increase (decrease) in net assets resulting from operations	$	406,116	$	94,039	$	(74)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations:
Net realized gains on investments and foreign currency transactions		(17,914)		(6,255)		(54)
Net unrealized (gains) losses on investments and foreign currency transactions		(63,803)		(19,297)		311
Net losses on interest rate swaps accounted for as hedge instruments and the related hedged items		278		—		—
Net accretion of investments		(16,606)		(4,319)		(10)
PIK interest		(21,958)		(2,158)		—
PIK dividends		(4,134)		(277)		—
Amortization of debt issuance costs		6,953		1,841		40
Accretion of discount on notes payable		707		—		—
Amortization of offering costs		3,864		4,009		—
Purchases of investments		(10,183,079)		(3,092,622)		(30,133)
Proceeds from repayments or sales of investments		2,427,677		754,845		1,591
Changes in operating assets and liabilities:
Interest receivable		(91,904)		(15,552)		(139)
Other assets		(40,965)		(18,677)		(140)
Base management fee payable		4,421		1,851		—
Income based fee payable		11,224		4,606		—
Capital gains incentive fee payable		10,162		3,162		—
Interest and facility fees payable		56,792		1,656		—
Accounts payable and other liabilities		37,892		5,081		—
Net cash used in operating activities		(7,474,277)		(2,288,067)		(28,608)
FINANCING ACTIVITIES:
Borrowings on debt		8,777,313		1,535,449		—
Repayments of debt		(4,908,317)		(825,100)		—
Debt issuance costs		(47,375)		(10,851)		(6,147)
Net proceeds from issuance of common shares		4,061,640		1,563,647		148,147
Repurchased shares, net of early repurchase deduction		(63,622)		(78)		—
Distributions to shareholders		(232,907)		(30,445)		—
Net cash provided by financing activities		7,586,732		2,232,622		142,000
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		112,455		(55,445)		113,392
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		57,972		113,417		25
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	170,427	$	57,972	$	113,417
Supplemental Information:
Interest paid during the period	$	119,598	$	21,609	$	—
Distributions declared and payable during the period	$	347,088	$	53,166	$	—

See accompanying notes to consolidated financial statements.

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ARES STRATEGIC INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024

(in thousands, except per share data, percentages and as otherwise indicated;

for example, with the word “million” or otherwise)

1. ORGANIZATION

Ares Strategic Income Fund (together with its consolidated subsidiaries, the “Fund”) is a Delaware statutory trust formed on March 15, 2022. The Fund is a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). The Fund has elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”) and operates in a manner so as to qualify for the tax treatment applicable to RICs.

The Fund is externally managed by Ares Capital Management LLC (“Ares Capital Management” or the Fund’s “investment adviser”), a subsidiary of Ares Management Corporation (“Ares Management” or “Ares”), a publicly traded, leading global alternative investment manager, pursuant to an investment advisory and management agreement. Ares Operations LLC (“Ares Operations” or the Fund’s “administrator”), a subsidiary of Ares Management, provides certain administrative and other services necessary for the Fund to operate.

The Fund’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The Fund seeks to invest primarily in first lien senior secured loans, second lien senior secured loans, subordinated secured and unsecured loans, subordinated debt, which in some cases include equity and/or preferred components, and other types of credit instruments which may include commercial real estate mezzanine loans, real estate mortgages, distressed investments, securitized products, notes, bills, debentures, bank loans, convertible and preferred securities, infrastructure debt and government and municipal obligations, made to or issued by U.S. middle-market companies, which the Fund generally defines as companies with annual EBITDA between $10 million and $250 million. As used herein, EBITDA represents annual net income before net interest expense, income tax expense, depreciation and amortization. The Fund expects that a majority of its investments will be in directly originated loans. For cash management and other purposes, the Fund also invests in broadly syndicated loans and other more liquid credit investments, including in publicly traded debt instruments and other instruments that are not directly originated. The Fund primarily invests in illiquid and restricted investments, and while most of the Fund’s investments are expected to be in private U.S. companies (the Fund generally has to invest at least 70% of its total assets in “qualifying assets,” including private U.S. companies), the Fund may also invest from time to time in non-U.S. companies. The Fund’s portfolio may also include equity securities such as common stock, preferred stock, warrants or options, which may be obtained as part of providing a broader financing solution. Under normal circumstances, the Fund will invest directly or indirectly at least 80% of its total assets (net assets plus borrowings for investment purposes) in debt instruments of varying maturities.

Beginning in November 2022 and ending on January 30, 2023, the Fund entered into agreements with several investors pursuant to which such investors committed to purchase the Fund’s Class I shares (the “Private Placement”). The Private Placement was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated under the Securities Act and was thus exempt from registration under the Securities Act as it was made only to investors (or advisors and/or managers of such investors) with whom the Fund’s investment adviser had substantive pre-existing relationships, as each of such investors (or such investor’s advisors and/or managers) was known by the Fund’s investment adviser (or persons acting on the Fund’s investment adviser’s behalf ) due to a prior investment relationship with entities affiliated with Ares Management, and who are “accredited investors” pursuant to Rule 501(a) under the Securities Act.

Pursuant to such agreements entered into between the Fund and each investor in connection with the Private Placement, the investors participating in the Private Placement (the “Private Placement Investors”) committed to purchase Class I shares at an initial offering price of $25.00 per share, to be adjusted following the initial drawdown of such Private Placement Investors’ subscriptions to a price equal to the net asset value (“NAV”) per share as of the most recently completed month-end prior to the date of such drawdown.

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The Fund commenced operations on December 5, 2022. The Fund publicly offers on a continuous basis up to $7.5 billion of its common shares, including Class S shares, Class D shares and Class I shares (“Common Shares”), pursuant to an offering (the “Offering”) registered with the Securities and Exchange Commission (the “SEC”). On April 17, 2023, the Fund was granted an exemptive relief order from the SEC that permits the Fund to offer to sell any combination of three classes of Common Shares, with a dollar value up to the maximum offering amount of $7.5 billion of its Common Shares. The share classes have different ongoing shareholder servicing and/or distribution fees. Prior to receiving the exemptive relief order, the Fund only offered and sold Class I shares and did not offer any Class S shares or Class D shares. The purchase price per share for each class of Common Shares equals the Fund’s NAV per share, as of the day preceding the effective date of the monthly share purchase. The Offering is a “best efforts” offering, which means that Ares Wealth Management Solutions, LLC (“AWMS”), the intermediary manager for the Offering and an affiliate of the Fund’s investment adviser, will use its best efforts to sell Common Shares, but is not obligated to purchase or sell any specific amount of shares. The Fund also engages in offerings of its unregistered Common Shares to non-U.S. investors pursuant to Section 4(a)(2) of the Securities Act and Regulation S promulgated under the Securities Act.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”), and include the accounts of the Fund and its consolidated subsidiaries. The Fund is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition as of and for the periods presented. All significant intercompany balances and transactions have been eliminated.

The Fund reclassified certain prior period industry groupings of its portfolio companies in the accompanying consolidated schedule of investments and the notes to the consolidated financial statements These reclassifications had no impact on the prior period’s net income or net assets.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include funds from time to time deposited with financial institutions and short-term, liquid investments in a money market account. Cash and cash equivalents are carried at cost which approximates fair value.

Restricted cash primarily relates to cash held as collateral for interest rate swaps.

The following table provides a reconciliation of cash, cash equivalents and restricted cash in the consolidated statement of assets and liabilities to the total amount shown at the end of the applicable period in the consolidated statement of cash flows:

	As of December 31,
	2024		2023
Cash and cash equivalents	$	165,777	$	57,972
Restricted cash		4,650		—
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	170,427	$	57,972

Concentration of Credit Risk

The Fund places its cash and cash equivalents with financial institutions and, at times, cash held in depository or money market accounts may exceed the Federal Deposit Insurance Corporation insured limit.

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Investments

Pursuant to Rule 2a-5 under the Investment Company Act, the Fund's board of trustees designated the Fund’s investment adviser as the Fund’s valuation designee (the “Valuation Designee”) to perform fair value determinations for investments held by the Fund without readily available market quotations, subject to the oversight of the Fund’s board of trustees. All investments are recorded at their fair value.

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Valuation Designee looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Valuation Designee, subject to the oversight of the Fund’s board of trustees, based on, among other things, the input of the Fund’s independent third-party valuation providers (“IVPs”) that have been engaged to support the valuation of such portfolio investments at least quarterly (with certain de minimis exceptions) and under the valuation policy and a consistently applied valuation process. In addition, the Fund’s independent registered public accounting firm obtains an understanding of, and performs select procedures relating to, the Fund’s valuation process within the context of performing the Fund’s financial statement audit.

Investments in the Fund’s portfolio that do not have a readily available market are valued at fair value as determined in good faith by the Valuation Designee, as described herein. As part of the valuation process for investments that do not have readily available market prices, the Valuation Designee may take into account the following types of factors, if relevant, in determining the fair value of the Fund’s investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets, which may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Valuation Designee considers the pricing indicated by the external event to corroborate its valuation.

The Valuation Designee, subject to the oversight of the Fund’s board of trustees, undertakes a multi‑step valuation process each quarter, as described below:

●

The Fund’s quarterly valuation process begins with a preliminary valuation being prepared by the investment professionals responsible for the portfolio investment in conjunction with the Fund’s portfolio management team and valuation team.

●

Preliminary valuations are reviewed and discussed by the valuation committee of the Valuation Designee.

●

For portfolio investments selected for review by an IVP,

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●

Relevant information related to the portfolio investment is made available by the Valuation Designee to the IVP, who does not independently verify such information.

●

The IVP provides its analysis to the Valuation Designee to support the IVP’s valuation methodology and calculations.

●

The valuation committee of the Valuation Designee determines the fair value of each investment in the Fund’s portfolio without a readily available market quotation in good faith based on, among other things, the input of the IVPs, where applicable.

●

For portfolio investments selected for review by an IVP, a positive assurance opinion or independent valuation report is issued by the IVP that confirms the fair value determined by the Valuation Designee for a selected portfolio investment is within the range of values independently calculated by such IVP.

When the Valuation Designee determines the Fund’s NAV as of the last day of a month that is not also the last day of a calendar quarter, the Valuation Designee updates the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, the Valuation Designee will generally value such assets at the most recent quarterly valuation unless the Valuation Designee determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Valuation Designee determines such a change has occurred with respect to one or more investments, the Valuation Designee will determine whether to update the value for each relevant investment. See Note 8 for more information on the Fund’s valuation process.

Interest Income Recognition

Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and payment-in-kind (“PIK”) interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rate specified in each applicable agreement, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal. To maintain the Fund’s tax treatment as a RIC, this non-cash source of income must be paid out to shareholders in the form of distributions for the year the income was earned, even though the Fund has not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Fund’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in the Fund’s judgment, are likely to remain current. The Fund may make exceptions to this policy if the loan has sufficient collateral value (i.e., typically measured as enterprise value of the portfolio company) or is in the process of collection.

Collateralized loan obligation ("CLO") equity investments recognize interest income by utilizing an effective interest methodology based upon an effective yield to maturity utilizing projected cash flows, as required by ASC 325 - 40, Beneficial Interest in Securitized Financial Assets.

Dividend Income Recognition

Dividend income on preferred equity is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. To the extent a preferred equity contains PIK

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provisions, PIK dividends, computed at the contractual rate specified in each applicable agreement, are accrued and recorded as dividend income and added to the principal balance of the preferred equity. PIK dividends added to the principal balance are generally collected upon redemption of the equity.

Other Income

Other income includes amendment fees that are fixed based on contractual terms and are generally non-recurring and non-refundable and are recognized as revenue when earned upon closing of the related transaction. Other income also includes fees for management and consulting services, loan guarantees, commitments and other services rendered by the Fund to portfolio companies. Such fees are fixed based on contractual terms and are recognized as income as services are rendered.

Foreign Currency Translation

The Fund’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1)

Fair value of investment securities, other assets and liabilities—at the exchange rates prevailing at the end of the period.

(2)

Purchases and sales of investment securities, income and expenses—at the exchange rates prevailing on the respective dates of such transactions, income or expenses.

Results of operations based on changes in foreign exchange rates are separately disclosed in the consolidated statement of operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Derivative Instruments

The Fund follows the guidance in ASC Topic 815, Derivatives and Hedging, when accounting for derivative instruments. The Fund designated certain interest rate swaps as hedging instruments in a qualifying fair value hedge accounting relationship, and as a result, the change in fair value of the hedging instruments and hedged items are recorded in interest expense and recognized as components of "interest and credit facility fees" in the Fund's consolidated statement of operations. The change in fair value of the interest rate swaps is offset by a change in the carrying value of the corresponding fixed rate debt. For all other derivatives, the Fund does not utilize hedge accounting and as such values its derivatives at fair value with the unrealized gains or losses recorded in “net unrealized gains (losses) from foreign currency transactions” in the Fund’s consolidated statement of operations.

Organization and Offering Expenses

Costs associated with the organization of the Fund are expensed as incurred. Costs associated with the offering of Common Shares of the Fund are capitalized as deferred offering expenses and included in other assets on the consolidated statements of assets and liabilities and amortized over a twelve-month period from incurrence.

Debt Issuance Costs

Debt issuance costs are amortized over the life of the related debt instrument using the straight line method or the effective yield method, depending on the type of debt instrument.

Income Taxes

The Fund has elected to be treated as a RIC under the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Fund must, among other requirements, meet certain source-of-income and asset diversification requirements and timely distribute to its shareholders at least 90% of its investment company taxable income,

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as defined by the Code, for each year. The Fund has made and intends to continue to make the requisite distributions to its shareholders, which will generally relieve the Fund from U.S. federal corporate-level income taxes.

Depending on the level of taxable income earned in a tax year, the Fund may choose to carry forward taxable income in excess of current year distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Fund determines that its estimated current year taxable income will be in excess of estimated distributions for the current year from such income, the Fund accrues excise tax, if any, on estimated excess taxable income as such taxable income is earned.

Distributions

To the extent that the Fund has taxable income available, the Fund intends to make monthly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the sole discretion of the board of trustees and will depend on the Fund’s earnings, financial condition, maintenance of the Fund’s tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the board of trustees may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including shareholder servicing and/or distribution fees, if any.

The Fund has adopted a distribution reinvestment plan (“distribution reinvestment plan”), pursuant to which the Fund will not reinvest cash distributions declared by the board of trustees on behalf of the Fund’s shareholders unless such shareholders elect for their shares to be automatically reinvested. As a result, if the board of trustees authorizes, and the Fund declares, a cash distribution, then the Fund’s shareholders who have opted into the Fund’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash distribution. Distributions on fractional shares will be credited to each participating shareholder’s account. The purchase price for shares issued under the Fund’s distribution reinvestment plan will be equal to the most recent available NAV per share for such shares at the time the distribution is payable.

Segment Reporting

In accordance with ASC Topic 280 - Segment Reporting (“ASC 280”), the Fund has determined that it has a single operating and reporting segment. As a result, the Fund’s segment accounting policies are the same as described herein and the Fund does not have any intra-segment sales and transfers of assets.

Use of Estimates in the Preparation of the Consolidated Financial Statements

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of actual and contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income or loss and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of investments.

Recent Accounting Pronouncements

The Fund considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed were assessed by the Fund and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”). ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by ASC 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Fund has

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adopted ASU 2023-07 effective December 31, 2024 and concluded that the application of this guidance did not have any material impact on its consolidated financial statements. See Note 12 for more information on the effects of the adoption of ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which intends to improve the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Fund is currently assessing the impact of this guidance, however, the Fund does not expect a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted. The Fund is currently assessing the impact of this guidance, however, the Fund does not expect a material impact on its consolidated financial statements.

3. AGREEMENTS

Investment Advisory and Management Agreement

The Fund is party to an investment advisory and management agreement (the “investment advisory and management agreement”) with Ares Capital Management. Subject to the overall supervision of the Fund’s board of trustees and in accordance with the Investment Company Act, Ares Capital Management provides investment advisory and management services to the Fund. For providing these services, Ares Capital Management receives fees from the Fund consisting of a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee is ultimately borne by the Fund’s shareholders. Without payment of any penalty, the Fund has the right to terminate the investment advisory and management agreement upon 60 days’ written notice, and Ares Capital Management has the right to terminate the agreement upon 120 days’ written notice.

The base management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Fund’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of the investment advisory and management agreement, “net assets” means the Fund’s total assets less liabilities, determined on a consolidated basis in accordance with GAAP.

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below.

(i)Income Based Fee

The portion of the incentive fee based on the Fund’s income is based on pre-incentive fee net investment income, as defined in the investment advisory and management agreement, for the quarter. Pre-incentive fee net investment income means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets in accordance with GAAP at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the base management fee, expenses payable under the administration agreement entered into between the Fund and the Fund’s administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees).

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payments by Class S shares and Class D shares. Accordingly, pre-incentive fee net investment income may be calculated on higher amounts of income than the Fund may ultimately realize and that may ultimately be distributed to common shareholders.

Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from pre-incentive fee net investment income. See “Expense Support and Conditional Reimbursement Agreement” below. Because of the structure of the income based fee, it is possible that the Fund may pay such fees in a quarter where it incurs a loss. For example, if the Fund receives pre-incentive fee net investment income in excess of the hurdle rate for a quarter, the Fund will pay the applicable income based fee even if the Fund has incurred a loss in that quarter due to realized and/or unrealized losses.

Pre-incentive fee net investment income, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).

The Fund pays its investment adviser an income based fee quarterly in arrears with respect to the Fund’s pre-incentive fee net investment income in each calendar quarter as follows:

●

No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which the Fund’s pre-incentive fee net investment income does not exceed the hurdle rate of 1.25% per quarter (5.00% annualized);

●

100% of the dollar amount of Fund’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.43%) is referred to as the “catch-up”. The “catch-up” is meant to provide the Fund’s investment adviser with 12.5% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and

●

12.5% of the dollar amount of the Fund’s pre-incentive fee net investment income, if any, that exceeds a rate of return of 1.43% (5.72% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all pre-incentive fee net investment income thereafter are allocated to the investment adviser.

(ii)Capital Gains Incentive Fee

The second component of the incentive fee, the capital gains incentive fee, is payable in arrears at the end of each calendar year in an amount equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, as calculated in accordance with GAAP, less the aggregate amount of any previously paid capital gains incentive fee.

Notwithstanding the foregoing, if the Fund is required by GAAP to record an investment at its fair value as of the time of acquisition instead of at the actual amount paid for such investment by the Fund (including, for example, as a result of the application of the asset acquisition method of accounting), then solely for the purposes of calculating the capital gains incentive fee, the “accreted or amortized cost basis” of an investment shall be an amount (the “Contractual Cost Basis”) equal to (1) (x) the actual amount paid by the Fund for such investment plus (y) any amounts recorded in the Fund’s consolidated financial statements as required by GAAP that are attributable to the accretion of such investment plus (z) any other adjustments made to the cost basis included in the Fund’s consolidated financial statements, including PIK interest or additional amounts funded (net of repayments) minus (2) any amounts recorded in the Fund’s consolidated financial statements as required by GAAP that are attributable to the amortization of such investment, whether such calculated Contractual Cost Basis is higher or lower than the fair value of such investment (as determined in accordance with GAAP) at the time of acquisition.

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Section 205 thereof. If the investment advisory and management agreement shall terminate as of a date that is not a calendar year end, the termination shall be treated as though it were a calendar year end for purposes of calculating and paying a capital gains incentive fee.

The base management fee, income based fee and capital gains incentive fee for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022 were as follows:

					For the period from December 5,
	For the Year Ended		For the Year Ended		2022 (commencement of
	December 31, 2024		December 31, 2023		operations) to December 31, 2022
Base management fee	$	46,991	$	9,713	$	130
Income based fee	$	43,324	$	7,622	$	—
Capital gains incentive fee⁽¹⁾	$	10,219	$	3,162	$	—

(1)	Calculated in accordance with GAAP as discussed below.

There was no capital gains incentive fee payable to the Fund's investment adviser as calculated under the investment advisory and management agreement for the year ended December 31, 2024. There was $56 of capital gains incentive fee payable to the Fund’s investment adviser as calculated under the investment advisory and management agreement for the year ended December 31, 2023. There was no capital gains incentive fee payable to the Fund’s investment adviser as calculated under the investment advisory and management agreement for the period from December 5, 2022 (commencement of operations) to December 31, 2022. In addition, in accordance with GAAP, the Fund had cumulatively accrued a capital gains incentive fee of $13,324 as of December 31, 2024. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory and management agreement. This GAAP accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the capital gains incentive fee plus the aggregate cumulative unrealized capital appreciation, net of any expense associated with cumulative unrealized capital depreciation or appreciation. If such amount is positive at the end of a period, then GAAP requires the Fund to record a capital gains incentive fee equal to 12.5% of such cumulative amount, less the aggregate amount of actual capital gains incentive fee paid or capital gains incentive fee accrued under GAAP in all prior periods. As of December 31, 2024, the Fund has paid capital gains incentive fee since inception totaling $56. The resulting accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. There can be no assurance that such unrealized capital appreciation will be realized in the future.

The services of all investment professionals and staff of the Fund’s investment adviser, when and to the extent engaged in providing investment advisory and management services to the Fund, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Fund’s investment adviser. Under the investment advisory and management agreement, the Fund bears all other costs and expenses of its operations and transactions, including, but not limited to, those relating to: organization and offering expenses of the Fund associated with the Offering, as provided for in Financial Industry Regulatory Authority, Inc. (“FINRA”) Conduct Rule 2310(a)(12) (but excluding any shareholder servicing and/or distribution fees); calculation of the Fund’s NAV (including the cost and expenses of any IVP or pricing services); expenses incurred by the Fund’s investment adviser payable to third parties, including agents, consultants or other advisers, in monitoring the Fund’s financial and legal affairs and in monitoring the Fund’s investments (including the cost of consultants hired to develop information technology systems designed to monitor the Fund’s investments) and performing due diligence on the Fund’s prospective portfolio companies; interest payable on indebtedness, if any, incurred to finance the Fund’s investments; offerings of the Fund’s Common Shares and other securities; the costs of effecting any repurchases of the Common Shares and the Fund’s other securities; investment advisory fees, including any management fee and incentive fee, payable under the investment advisory and management agreement; administration fees, if any, payable under the administration agreement; fees payable, if any, under any intermediary manager or selected intermediary agreements; shareholder servicing and/or distribution fees payable under the Fund’s distribution and shareholder

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servicing plan adopted pursuant to Rule 12b-1 under the Investment Company Act; fees payable to third parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments (including payments to third party vendors for financial information services); transfer agent, escrow agent and custodial fees and expenses; federal and state registration fees; all costs of registration and listing the Fund’s Common Shares or any other securities on any securities exchange; federal, state and local taxes; independent trustees’ fees and expenses; costs of preparing and filing reports or other documents required by governmental bodies (including the SEC) and an official or agency administering the securities laws of a state; the costs of any reports, proxy statements or other notices to shareholders, including printing and other related costs; commissions and other compensation payable to brokers or dealers; to the extent the Fund is covered by any joint insurance policies, the Fund’s allocable portion of the fidelity bond, trustees and officers’ errors or omissions liability insurance and any other insurance premiums; outside legal expenses; accounting expenses (including fees and disbursements and expenses related to the audit of the Fund and the preparation of the Fund’s tax information); direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, and staff; and all other expenses incurred by the Fund or its administrator in connection with administering the Fund’s business, as described in more detail under “Administration Agreement” below.

Administration Agreement

The Fund is party to an administration agreement (the “administration agreement”) with its administrator, Ares Operations. Pursuant to the administration agreement, Ares Operations furnishes the Fund with office equipment and clerical, bookkeeping and record keeping services at the Fund’s office facilities. Under the administration agreement, Ares Operations may also arrange for the services of, and oversee custodians, depositories, transfer agents, escrow agents, distribution disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Ares Operations also performs, or oversees the performance of, the Fund’s required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, being responsible for the financial and other records that the Fund is required to maintain and preparing all reports and other materials required to be filed with the SEC or any other regulatory authority, including reports to shareholders.

In addition, Ares Operations assists the Fund in determining and publishing its NAV, assists the Fund in providing managerial assistance to its portfolio companies, oversees the preparation and filing of the Fund’s tax returns and the printing and dissemination of reports to its shareholders, and generally oversees the payment of its expenses and the performance of administrative and professional services rendered to the Fund by others. Payments under the administration agreement are equal to an amount based upon the Fund’s allocable portion of Ares Operations’ overhead and other expenses (including travel expenses) incurred by Ares Operations in performing its obligations under the administration agreement, including the Fund’s allocable portion of the compensation, rent and other expenses of certain of the Fund’s officers and their respective staffs. The administration agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.

For the year ended December 31, 2024 and 2023, the Fund incurred $5,794 and $3,018, respectively, in administrative and other fees, including certain costs that are reimbursable under the investment advisory and management agreement or administration agreement. For the period from December 5, 2022 (commencement of operations) to December 31, 2022, the Fund did not incur any administrative fees and other fees. For the year ended December 31, 2024, all of the administrative and other fees were supported by the Fund’s investment adviser pursuant to the Expense Support and Conditional Reimbursement Agreement (as defined below) compared to $2,205 in administrative and other fees that were supported for the comparable period in 2023.

Intermediary Manager Agreement

On April 24, 2023, the Fund entered into an intermediary manager agreement (the “Intermediary Manager Agreement”) with AWMS (the “Intermediary Manager”). The Intermediary Manager is entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.85% and 0.25% of the value of the Fund’s net assets attributable to Class S shares and Class D shares, respectively, as of the beginning of the first calendar day of the month. No shareholder servicing and/or distribution fees are paid with respect to Class I shares. The shareholder servicing and/or distribution fees are payable to the Intermediary Manager, but the Intermediary Manager anticipates that all or a portion of the shareholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating broker-dealers.

The Intermediary Manager is a broker-dealer registered with the SEC and a member of the FINRA.

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The Intermediary Manager Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Fund’s trustees who are not “interested persons”, as defined in the Investment Company Act, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s distribution plan or the Intermediary Manager Agreement, or by vote of a majority of the outstanding voting securities of the Fund, on not more than 60 days’ written notice to the Intermediary Manager or the Fund’s investment adviser. The Intermediary Manager Agreement automatically terminates in the event of its assignment, as defined in the Investment Company Act.

Shareholder Servicing and/or Distribution Fees

Pursuant to Rule 12b-1 under the Investment Company Act, the Fund adopted a shareholder servicing and distribution plan pursuant to which Class S shares and Class D shares are subject to shareholder servicing and/or distribution fees. The following table shows the shareholder servicing and/or distribution fees the Fund and, ultimately, certain classes of the Fund’s common shareholders, pay the Intermediary Manager with respect to Class S shares and Class D shares on an annualized basis as a percentage of the Fund’s NAV for such class. Subject to FINRA and other limitations on underwriting compensation, the Fund and, ultimately, certain classes of the Fund's shareholders, will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV for Class S shares and a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV for Class D shares, in each case, payable monthly. No shareholder servicing and/or distribution fees are paid with respect to Class I shares.


	Annual Shareholder Servicing
	and/or Distribution Fees as a %
	of NAV
Class S	0.85	%
Class D	0.25	%
Class I	—	%

The Intermediary Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, such shareholder servicing and/or distribution fees reduce the NAV with respect to all shares of each such class, including shares issued under the Fund’s distribution reinvestment plan.

Eligibility to receive shareholder servicing and/or distribution fees is conditioned on a broker providing the following ongoing services with respect to Class S shares or Class D shares: assistance with recordkeeping, answering investor inquiries regarding the Fund, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase. Because the shareholder servicing and/or distribution fees are paid out of the Fund’s other assets on an ongoing basis, over time these fees will increase the cost of a shareholder’s investment and may cost the shareholder more than paying other types of sales charges.

The Fund’s investment adviser, or its affiliates, may pay additional compensation out of its own resources (i.e., not Fund assets) to certain selling agents or financial intermediaries in connection with the sale of the Fund’s Common Shares. The additional compensation may differ among brokers or dealers in amount or in the amount of calculation. Payments of additional compensation may be fixed dollar amounts or, based on the aggregate value of outstanding Common Shares held by the Fund’s common shareholders introduced by the broker or dealer, or determined in some other manner. The receipt of the additional compensation by a selling broker or dealer may create potential conflicts of interest between an investor and its broker or dealer who is recommending the Fund over other potential investments.

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The shareholder servicing and/or distribution fees that were attributable to Class S shares and Class D shares for the years ended December 31, 2024, 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022 were as follows:


					For the period from
					December 5, 2022
					(commencement of
	For the Year Ended		For the Year Ended		operations) to
	December 31, 2024		December 31, 2023		December 31, 2022
Class S	$	5,028	$	657	$	—
Class D	$	364	$	36	$	—

There were no shareholder servicing and/or distribution fees that were attributable to Class S shares and Class D shares prior to the date of the first sale of Class S shares and Class D shares on August 1, 2023.

Expense Support and Conditional Reimbursement Agreement

The Fund has entered into an expense support and conditional reimbursement agreement (the “Expense Support and Conditional Reimbursement Agreement”) with the Fund’s investment adviser, pursuant to which, among other things, the Fund’s investment adviser has agreed to advance all of the Fund’s estimated organization and initial offering expenses, which includes all of the Fund’s organization and initial offering expenses incurred in connection with the Private Placement.

The Fund’s investment adviser may also elect to pay certain of the Fund’s other expenses on the Fund’s behalf (each, an “Expense Payment”), provided that no portion of an Expense Payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Fund. Any Expense Payment that the Fund’s investment adviser has committed to pay must be paid by the Fund’s investment adviser to the Fund in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from the Fund to the Fund’s investment adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Fund’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Fund shall pay such Excess Operating Funds, or a portion thereof, to the Fund’s investment adviser until such time as all Expense Payments made by the Fund’s investment adviser to the Fund within three years prior to the last business day of the applicable calendar month in which such reimbursement payment obligation is accrued. Any payments required to be made by the Fund shall be referred to herein as a “Reimbursement Payment.” Reimbursement Payments are conditioned on (i) an expense ratio (excluding any management or incentive fee) that, after giving effect to the recoupment, is lower than the expense ratio (excluding any management or incentive fee) at the time of the fee waiver or expense reimbursement and (ii) a distribution level (exclusive of return of capital, if any) equal to, or greater than, the rate at the time of the waiver or reimbursement. “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Fund on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Fund’s obligation to make a Reimbursement Payment shall automatically become a liability of the Fund on the last business day of the applicable calendar month, except to the extent the Fund’s investment adviser has waived its right to receive such payment for the applicable month. Reimbursement Payments for a given Expense Payment must be made within three years prior to the last business day of the applicable calendar month in which such Reimbursement Payment obligation is accrued. The expense support is measured on a per share class basis.

The Fund’s investment adviser agreed not to seek recoupment of any base management fee and incentive fee from the commencement of operations through July 31, 2023. As a result, as of December 31, 2024, $2,487 of base management fee and $1,286 of income based fee were included in the expense support amounts below and will not be repaid to the investment adviser.

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The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Fund’s commencement of operations:


									Ratio of
					Expense				Operating
	Expense				Support No				Expenses to
	Support		Recoupment		Longer Eligible		Unreimbursed		Average Net		Effective Rate		Eligible for
	from the		of Expense		for		Expense		Assets for the		of Distribution		Reimbursement
For the Month Ended	Adviser		Support		Reimbursement		Support		Period⁽¹⁾		per Share ⁽²⁾		through
December 31, 2022	$	1,449	$	—	$	—	$	1,449	5.04	%	—		12/31/2025
January 31, 2023	$	1,088	$	—	$	—	$	1,088	4.56	%	—		01/31/2026
February 28, 2023	$	891	$	—	$	—	$	891	3.53	%	—		02/28/2026
March 31, 2023	$	916	$	—	$	—	$	916	3.63	%	—		03/31/2026
April 30, 2023	$	1,083	$	—	$	—	$	1,083	2.99	%	—		04/30/2026
May 31, 2023	$	1,312	$	—	$	—	$	1,312	2.47	%	—		05/31/2026
June 30, 2023	$	2,253	$	—	$	—	$	2,253	2.48	%	—		06/30/2026
July 31, 2023	$	2,502	$	—	$	—	$	2,502	1.16	%	—		07/31/2026
August 31, 2023	$	2,300	$	—	$	—	$	2,300	1.94	%	8.69	%	08/31/2026
September 30, 2023	$	1,636	$	—	$	—	$	1,636	1.66	%	8.95	%	09/30/2026
October 31, 2023	$	—	$	—	$	—	$	—	1.20	%	8.67	%	10/31/2026
November 30, 2023	$	1,637	$	—	$	—	$	1,637	1.18	%	9.69	%	11/30/2026
December 31, 2023	$	1,144	$	—	$	—	$	1,144	1.08	%	9.33	%	12/31/2026
January 31, 2024	$	1,592	$	—	$	—	$	1,592	1.20	%	9.27	%	01/31/2027
February 29, 2024	$	2,183	$	—	$	—	$	2,183	1.10	%	9.93	%	02/28/2027
March 31, 2024	$	2,194	$	—	$	—	$	2,194	1.49	%	9.28	%	03/31/2027
April 30, 2024	$	3,066	$	—	$	—	$	3,066	1.21	%	9.55	%	04/30/2027
May 31, 2024	$	2,437	$	—	$	—	$	2,437	1.18	%	9.25	%	05/31/2027
June 30, 2024	$	3,170	$	—	$	—	$	3,170	1.22	%	9.52	%	06/30/2027
July 31, 2024	$	1,164	$	—	$	—	$	1,164	1.01	%	9.19	%	07/31/2027
August 31, 2024	$	4,291	$	—	$	—	$	4,291	1.02	%	9.20	%	08/31/2027
September 30, 2024	$	5,402	$	—	$	—	$	5,402	0.96	%	9.51	%	09/30/2027
October 31, 2024	$	3,598	$	—	$	—	$	3,598	0.95	%	9.19	%	10/31/2027
November 30, 2024	$	3,911	$	—	$	—	$	3,911	0.95	%	9.48	%	11/30/2027
December 31, 2024	$	3,736	$	—	$	—	$	3,736	0.86	%	9.15	%	12/31/2027

(1)	In accordance with the Expense Support and Conditional Reimbursement Agreement, the ratio of operating expenses excludes organization and offering expenses, stated interest expense, any base management fee and any incentive fee.

(2)

The effective rate of distribution per share is the (a) annualized regular cash distributions per share, exclusive of returns of capital, distribution rate reductions due to distribution and shareholder servicing fees and special distributions, if any, (b) divided by the NAV per share as of the last calendar day of the prior month.

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4. INVESTMENTS

As of December 31, 2024 and 2023, investments consisted of the following:


	As of December 31,
	2024				2023
	Amortized Cost⁽¹⁾		Fair Value		Amortized Cost⁽¹⁾		Fair Value
First lien senior secured loans	$	10,092,681	$	10,130,307	$	2,369,207	$	2,385,971
Second lien senior secured loans		157,058		158,500		43,237		43,771
Senior subordinated loans		214,927		213,500		46,631		46,966
Corporate bonds		64,700		65,312		10,000		10,507
Collateralized loan obligations		366,165		370,985		22,500		22,681
Commercial mortgage-backed securities		29,112		29,161		4,988		5,010
Private asset-backed investments		209,600		208,357		11,786		11,901
Preferred equity		107,984		122,570		39,500		41,033
Other equity		239,826		250,457		8,935		9,718
Total	$	11,482,053	$	11,549,149	$	2,556,784	$	2,577,558

(1)	The amortized cost represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest or dividends.

The Fund uses Global Industry Classification Standards for classifying the industry groupings of its portfolio companies. The industrial and geographic compositions of the Fund’s portfolio at fair value as of December 31, 2024 and 2023 were as follows:


	As of December 31,
	2024		2023
Industry
Software and Services	21.8	%	21.4	%
Health Care Equipment and Services	9.0		12.9
Capital Goods	8.8		10.5
Consumer Services	8.7		11.2
Commercial and Professional Services	7.3		5.9
Financial Services	6.7		5.7
Insurance	6.3		6.7
Media and Entertainment	5.8		4.6
Pharmaceuticals, Biotechnology and Life Sciences	4.7		4.0
Investment Funds and Vehicles	4.2		1.3
Consumer Distribution and Retail	2.7		3.1
Materials	2.3		1.6
Food and Beverage	1.7		2.7
Consumer Durables and Apparel	1.5		0.4
Automobiles and Components	1.5		2.0
Other	7.0		6.0
Total	100.0	%	100.0	%

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	As of December 31,
	2024		2023
Geographic Region
United States	90.3	%	91.5	%
Europe	5.5		5.0
Bermuda/Cayman Islands	2.9		0.7
Canada	1.2		2.3
Other	0.1		0.5
Total	100.0	%	100.0	%

5. DEBT

The Fund’s outstanding debt as of December 31, 2024 and 2023 was as follows:


	As of December 31,
	2024								2023
	Total Aggregate								Total Aggregate
	Principal Amount			Principal					Principal Amount			Principal
	Committed/			Amount		Carrying			Committed/			Amount		Carrying
	Outstanding⁽¹⁾			Outstanding		Value			Outstanding⁽¹⁾			Outstanding		Value
Revolving Credit Facility	$	1,810,000	⁽²⁾	$	489,506	$	489,453		$	800,000	⁽²⁾	$	460,349	$	460,325
SG Funding Facility		1,825,000	⁽³⁾		861,811		861,811			1,000,000	⁽³⁾		250,000		250,000
SB Funding Facility		750,000			75,000		75,000			—			—		—
BNP Funding Facility		500,000			250,000		250,000			—			—		—
January 2037 CLO Notes⁽⁴⁾		476,000			476,000		473,120	⁽⁵⁾		—			—		—
March 2028 Notes		1,000,000			1,000,000		984,492	⁽⁵⁾⁽⁶⁾		—			—		—
August 2029 Notes		700,000			700,000		687,445	⁽⁵⁾⁽⁶⁾		—			—		—
February 2030 Notes		750,000			750,000		705,863	⁽⁵⁾⁽⁶⁾		—			—		—
Total	$	7,811,000		$	4,602,317	$	4,527,184		$	1,800,000		$	710,349	$	710,325

(1)

Represents the total aggregate amount committed or outstanding, as applicable, under such instrument. Borrowings under the committed Revolving Credit Facility , SG Funding Facility, SB Funding Facility and BNP Funding Facility (each as defined below) are subject to borrowing base and other restrictions.

(2)	Provides for a feature that allows the Fund, under certain circumstances, to increase the size of the Revolving Credit Facility to a maximum of $2,625,000 and $1,050,000, as of December 31, 2024 and 2023, respectively.

(3)	Provides for a feature that allows ASIF Funding I (as defined below), under certain circumstances, to increase the size of the SG Funding Facility to a maximum of $2,000,000.

(4)	Excludes the January 2037 CLO Subordinated Notes (as defined below), which were retained by the Fund and, as such, eliminated in consolidation.

(5)	Represents the aggregate principal amount outstanding, less unamortized debt issuance costs and the unaccreted discount recorded upon issuance.

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(6)

The carrying value of the March 2028 Notes, the August 2029 Notes and the February 2030 Notes (each as defined below) as of December 31, 2024 includes adjustments as a result of effective hedge accounting relationships. See Note 6 for more information on the interest rate swaps related to these unsecured notes issuances.

Revolving Credit Facility

The Fund is party to a senior secured revolving credit facility (as amended and restated, the “Revolving Credit Facility”), that allows the Fund to borrow up to $1,810,000 at any one time outstanding. As of December 31, 2024, the end of the revolving period and the stated maturity date were April 15, 2028 and April 15, 2029, respectively. The Revolving Credit Facility also provides for a feature that allows the Fund, under certain circumstances, to increase the overall size of the Revolving Credit Facility to a maximum of $2,625,000. The Revolving Credit Facility generally requires payments of interest at the end of each Secured Overnight Financing Rate (“SOFR”) interest period, but no less frequently than quarterly, on SOFR based loans, and monthly payments of interest on other loans. Subsequent to the end of the respective revolving periods and prior to the respective stated maturity dates, the Fund is required to repay the relevant outstanding principal amounts under both the term loan tranche and revolving tranche on a monthly basis in an amount equal to 1/12th of the outstanding principal amount at the end of the respective revolving periods.

Under the Revolving Credit Facility, the Fund is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain minimum shareholders’ equity, (e) maintaining a ratio of total assets (less total liabilities not representing indebtedness) to total indebtedness of the Fund (subject to certain exceptions) of not less than 1.5:1.0, (f) limitations on pledging certain unencumbered assets, and (g) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Fund. These covenants are subject to important limitations and exceptions that are described in the documents governing the Revolving Credit Facility. Amounts available to borrow under the Revolving Credit Facility (and the incurrence of certain other permitted debt) are also subject to compliance with a borrowing base that applies different advance rates to different types of assets (based on their value as determined pursuant to the Revolving Credit Facility) that are pledged as collateral. As of December 31, 2024, the Fund was in compliance in all material respects with the terms of the Revolving Credit Facility.

As of December 31, 2024 and 2023, there was $489,506 and $460,349 outstanding, respectively, under the Revolving Credit Facility. The Revolving Credit Facility also provides for a sub-limit for the issuance of letters of credit for up to an aggregate amount of $100,000. As of December 31, 2024 and 2023, the Fund had no letters of credit issued through the Revolving Credit Facility.

The interest rate charged on the Revolving Credit Facility is based on SOFR plus a credit spread adjustment of 0.10% (or an alternate rate of interest for certain loans, commitments and/or other extensions of credit denominated in approved foreign currencies plus a spread adjustment, if applicable) plus an applicable spread of either 1.75% or 1.875% or an “alternate base rate” (as defined in the documents governing the Revolving Credit Facility) plus an applicable spread of 0.75% or 0.875%, in each case, determined monthly based on the total amount of the borrowing base relative to the sum of (i) the greater of (a) the aggregate amount of revolving exposure under the Revolving Credit Facility and (b) 85% of the total commitments of the Revolving Credit Facility (or, if higher, the total revolving exposure) plus (ii) other debt, if any, secured by the same collateral as the Revolving Credit Facility. The Revolving Credit Facility allows for borrowings to be made using one, three or six month SOFR. As of December 31, 2024, the one, three and six month SOFR was 4.33%, 4.31% and 4.25%, respectively. As of December 31, 2024, the applicable spread in effect was 1.75%. In addition to the stated interest expense on the Revolving Credit Facility, the Fund is required to pay a commitment fee of 0.375% per annum on any unused portion of the Revolving Credit Facility. The Fund is also required to pay a letter of credit fee of 0.25% per annum on letters of credit issued and the applicable spread.

The Revolving Credit Facility is secured by certain assets in the Fund's portfolio and excludes investments held by ASIF Funding I (as defined below) under the SG Funding Facility, those held by ASIF Funding II (as defined below) under the SB Funding Facility, those held by ASIF Funding III (as defined below) under the BNP Funding Facility and those held by ADL CLO 3 (as defined below), and certain other investments.

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For the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022, the components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the Revolving Credit Facility were as follows:


							For the period from
							December 5, 2022
							(commencement of
	For the Year Ended			For the Year Ended			operations) to
	December 31, 2024			December 31, 2023			December 31, 2022
Stated interest expense	$	17,236		$	18,879		$	—
Credit facility fees		4,778			1,652			—
Amortization of debt issuance costs		2,461			1,322			—
Total interest and credit facility fees expense	$	24,475		$	21,853		$	—
Cash paid for interest expense	$	17,915		$	19,954		$	—
Average stated interest rate		6.96	%		7.16	%		—	%
Average outstanding balance	$	243,676		$	259,901		$	—

SG Funding Facility

The Fund and the Fund’s wholly owned subsidiary, ASIF Funding I, LLC (“ASIF Funding I”), are party to a revolving funding facility (as amended, the “SG Funding Facility”), that allows ASIF Funding I to borrow up to $1,825,000 at any one time outstanding. The end of the reinvestment period and the stated maturity date are August 28, 2027 and August 28, 2029, respectively. The SG Funding Facility also provides for a feature that allows ASIF Funding I, under certain circumstances, to increase the overall size of the SG Funding Facility to a maximum of $2,000,000.

In addition, the Fund, as transferor, and ASIF Funding I, as transferee, are party to a contribution agreement, pursuant to which the Fund will transfer to ASIF Funding I certain originated or acquired loans and related assets from time to time. The obligations of ASIF Funding I under the SG Funding Facility are secured by substantially all assets held by ASIF Funding I.

Under the SG Funding Facility, the Fund and ASIF Funding I are required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the SG Funding Facility. As of December 31, 2024, the Fund and ASIF Funding I were in compliance in all material respects with the terms of the SG Funding Facility.

As of December 31, 2024 and 2023, there was $861,811 and $250,000 outstanding, respectively, under the SG Funding Facility. Since August 28, 2024, the interest rate charged on the SG Funding Facility is based on SOFR plus an applicable margin of 2.05% per annum. From December 19, 2023 to August 27, 2024, the interest rate charged on the SG Funding Facility was based on SOFR plus an applicable margin of 2.60% per annum. Prior to December 19, 2023, the interest rate charged on the SG Funding Facility was based on SOFR plus an applicable margin that was a blended rate determined as follows: (i) 1.90% per annum for the portion of the collateral pool that consisted of broadly syndicated loans, determined by multiplying the aggregate amount of loans then outstanding under the SG Funding Facility by the percentage of the collateral pool that consisted of broadly syndicated loans, plus (ii) 2.80% per annum for the portion of the collateral pool that did not consist of broadly syndicated loans, determined by multiplying the aggregate amount of loans then outstanding under the SG Funding Facility by the percentage of the collateral pool that did not consist of broadly syndicated loans. In addition to the stated interest expense, ASIF Funding I is required to pay, among other fees, a daily commitment fee on any monthly distribution date, termination date or on the date of any payment or prepayment of a loan outstanding under the SG Funding Facility.

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For the years ended December 31, 2024 and 2023, the components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the SG Funding Facility were as follows:

	For the Years Ended December 31,
	2024			2023
Stated interest expense	$	41,686		$	1,323
Credit facility fees		4,986			1,103
Amortization of debt issuance costs		3,090			519
Total interest and credit facility fees expense	$	49,762		$	2,945
Cash paid for interest expense	$	41,185		$	1,655
Average stated interest rate		7.56	%		7.86	%
Average outstanding balance	$	542,355		$	38,365

SB Funding Facility

The Fund and the Fund’s wholly owned subsidiary, ASIF Funding II, LLC (“ASIF Funding II”), are party to a revolving funding facility (as amended, the “SB Funding Facility”), that allows ASIF Funding II to borrow up to $750,000 at any one time outstanding. The end of the reinvestment period and the stated maturity date are September 1, 2026 and March 1, 2033, respectively.

In addition, the Fund, as transferor, and ASIF Funding II, as transferee, are party to a contribution agreement, pursuant to which the Fund will transfer to ASIF Funding II certain originated or acquired loans and related assets from time to time. The obligations of ASIF Funding II under the SB Funding Facility are secured by substantially all assets held by ASIF Funding II.

Under the SB Funding Facility, the Fund and ASIF Funding II, as applicable, have made representations and warranties regarding their businesses, among other things, and are required to comply with various covenants, servicing procedures, reporting requirements and other customary requirements for similar facilities. The SB Funding Facility includes usual and customary events of default for facilities of this nature. As of December 31, 2024, the Fund and ASIF Funding II were in compliance in all material respects with the terms of the SB Funding Facility.

As of December 31, 2024, there was $75,000 outstanding under the SB Funding Facility. Since August 2, 2024, the interest rate charged on the SB Funding Facility is based on SOFR plus an applicable margin of (i) 2.10% during the reinvestment period and (ii) 2.40% following the reinvestment period. Prior to August 2, 2024, the interest rate charged on the SB Funding Facility was based on SOFR plus an applicable margin of (i) 2.40% during the reinvestment period and (ii) 2.70% following the reinvestment period. As of December 31, 2024, the applicable spread in effect was 2.10%. ASIF Funding II is also required to pay, among other fees, a commitment fee of 0.50% per annum on any unused portion of the SB Funding Facility.

For the year ended December 31, 2024, the components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rate (i.e., rate in effect plus the spread) and average outstanding balance for the SB Funding Facility were as follows:

	For the Year Ended December 31, 2024
Stated interest expense	$	10,009
Credit facility fees		1,552
Amortization of debt issuance costs		592
Total interest and credit facility fees expense	$	12,153
Cash paid for interest expense	$	8,816
Average stated interest rate		7.39	%
Average outstanding balance	$	133,128

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BNP Funding Facility

The Fund and the Fund’s wholly owned subsidiary, ASIF Funding III, LLC (“ASIF Funding III”), are party to a revolving funding facility (the “BNP Funding Facility”), that allows ASIF Funding III to borrow up to $500,000. The end of the reinvestment period and the stated maturity date are November 26, 2027 and November 26, 2028, respectively.

In addition, the Fund, as transferor, and ASIF Funding III, as transferee, are party to a contribution agreement, pursuant to which the Fund will transfer to ASIF Funding III certain originated or acquired loans and related assets from time to time. The obligations of ASIF Funding III under the BNP Funding Facility are secured by substantially all assets held by ASIF Funding III.

Under the BNP Funding Facility, the Fund and ASIF Funding III, as applicable, have made representations and warranties regarding their businesses, among other things, and are required to comply with various covenants, servicing procedures, reporting requirements and other customary requirements for similar facilities. The BNP Funding Facility includes usual and customary events of default for facilities of this nature. As of December 31, 2024, the Fund and ASIF Funding III were in compliance in all material respects with the terms of the BNP Funding Facility.

As of December 31, 2024, there was $250,000 outstanding under the BNP Funding Facility. The interest rate charged on the BNP Funding Facility is based on SOFR plus an applicable margin of (i) 1.40% during the reinvestment period and (ii) 2.40% following the reinvestment period. As of December 31, 2024, the applicable spread in effect was 1.40%. ASIF Funding III is also required to pay, among other fees, a commitment fee dependent on the aggregate amount of unused commitments under the BNP Funding Facility.

	For the Year Ended December 31, 2024
Stated interest expense	$	555
Amortization of debt issuance costs		93
Total interest and credit facility fees expense	$	648
Cash paid for interest expense	$	—
Average stated interest rate		5.88	%
Average outstanding balance	$	9,290

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Debt Securitization

ADL CLO 3 Debt Securitization

In November 2024, the Fund, through its wholly owned, consolidated subsidiary, Ares Direct Lending CLO 3 LLC (“ADL CLO 3”), completed a $694,100 term debt securitization (the “ADL CLO 3 Debt Securitization”). The ADL CLO 3 Debt Securitization is also known as a collateralized loan obligation and is an on-balance sheet financing incurred by the Fund, which is consolidated by the Fund for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the ADL CLO 3 Debt Securitization that mature on January 20, 2037 (collectively, the “January 2037 CLO Notes”) were issued by ADL CLO 3 pursuant to the indenture governing the January 2037 CLO Notes (the “January 2037 CLO Indenture”) and include (i) $399,000 of Class A-1 Senior Notes (the “January 2037 Class A-1 CLO Notes”); (ii) $35,000 of Class A-2 Senior Notes (the “January 2037 Class A-2 CLO Notes”); (iii) $42,000 of Class B Senior Notes (the “January 2037 Class B CLO Notes” and, together with the January 2037 Class A-1 CLO Notes and the January 2037 Class A-2 CLO Notes, the “January 2037 CLO Secured Notes”); and (iv) approximately $218,100 of Subordinated Notes (the “January 2037 CLO Subordinated Notes”). The Fund retained all of the January 2037 CLO Subordinated Notes, as such, the January 2037 CLO Subordinated Notes are eliminated in consolidation. The following table presents information on the January 2037 CLO Notes as of December 31, 2024:

Class	Type	Principal Outstanding		Maturity Date	Interest Rate
January 2037 Class A-1 CLO Notes	Senior Secured Floating Rate	$	399,000	January 20, 2037	SOFR+1.58	%
January 2037 Class A-2 CLO Notes	Senior Secured Floating Rate		35,000	January 20, 2037	SOFR+1.75	%
January 2037 Class B CLO Notes	Senior Secured Floating Rate		42,000	January 20, 2037	SOFR+1.85	%
Total January 2037 CLO Secured Notes		$	476,000
January 2037 CLO Subordinated Notes	Subordinated		218,100	January 20, 2037	None
Total January 2037 CLO Notes		$	694,100

The January 2037 CLO Secured Notes are the secured obligations of ADL CLO 3 and are backed by a diversified portfolio of first lien senior secured loans contributed by the Fund to ADL CLO 3 pursuant to the terms of a contribution agreement. The January 2037 CLO Indenture contains certain conditions pursuant to which additional loans can be acquired by ADL CLO 3, in accordance with rating agency criteria or as otherwise agreed with certain institutional investors who purchased the January 2037 CLO Secured Notes. Through January 20, 2029, all principal collections received on the underlying collateral may be used by ADL CLO 3 to purchase new collateral under the direction of the Fund’s investment adviser in its capacity as asset manager to ADL CLO 3 under an asset management agreement and in accordance with the Fund’s investment strategy, including additional collateral that may be purchased from the Fund, pursuant to the terms of a master purchase and sale agreement between the Fund as seller and ADL CLO 3 as buyer.

The January 2037 CLO Indenture includes customary covenants and defaults. The Fund’s investment adviser serves as asset manager to ADL CLO 3 under an asset management agreement and is entitled to receive certain management fees for providing these services under the agreement. The Fund’s investment adviser has agreed to waive any management fees from ADL CLO 3.

The interest rate charged on the January 2037 CLO Secured Notes is based on SOFR plus a blended weighted average spread of 1.62%. For the year ended December 31, 2024, the components of interest expense, cash paid for interest expense, average stated interest rate (i.e., rate in effect plus the spread) and average outstanding balance for the January 2037 CLO Secured Notes were as follows.

	For the Year Ended December 31, 2024
Stated interest expense	$	3,844
Amortization of debt issuance costs		69
Total interest expense	$	3,913
Cash paid for interest expense	$	—
Average stated interest rate		6.06	%
Average outstanding balance	$	62,426

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Unsecured Notes

The Fund has issued certain unsecured notes (the Fund refers to each series of unsecured notes using the defined term set forth under the “Unsecured Notes” column of the table below and collectively referred all such series as the “Unsecured Notes”), that pay interest semi-annually and all principal amounts are due upon maturity. Each of the Unsecured Notes may be redeemed in whole or in part at any time at the Fund’s option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indentures governing each of the Unsecured Notes, plus any accrued and unpaid interest. Certain key terms related to the features for the Unsecured Notes as of December 31, 2024 are listed below.

Unsecured Notes	Aggregate Principal Amount Issued		Effective Stated Interest Rate(1)		Original Issuance Date	Maturity Date
March 2028 Notes	$	1,000,000	6.046	%	November 21, 2024	March 15, 2028
August 2029 Notes	$	700,000	6.605	%	June 5, 2024	August 15, 2029
February 2030 Notes	$	750,000	6.057	%	October 2, 2024	February 15, 2030

(1)The effective stated interest rates for the Unsecured Notes include the impact of interest rate swaps.

The Unsecured Notes were sold to initial purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for the resale by such initial purchasers to (i) qualified institutional buyers in transactions exempt from registration under the Securities Act pursuant to Rule 144A thereunder or (ii) certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Unsecured Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

In connection with the issuances of the Unsecured Notes, the Fund entered into registration rights agreements (each, a “Registration Rights Agreement”) for the benefit of the initial purchasers of the Unsecured Notes. Pursuant to these Registration Rights Agreements, the Fund is obligated to file one or more registration statements with the SEC with respect to an offer to exchange each series of Unsecured Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to such series of Unsecured Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has become or been declared effective but in no event later than 365 days after the initial issuance of such series of Unsecured Notes. If the Fund fails to satisfy its registration obligations under each Registration Rights Agreement, it will be required to pay additional interest to the holders of the applicable Unsecured Notes.

Ares Management Capital Markets LLC (“AMCM”), an affiliate of the Fund, served as an initial purchaser in connection with certain of the Unsecured Notes the Fund issued during the year ended December 31, 2024. Under the purchase agreements the Fund entered into in connection with such issuances, AMCM received an aggregate of $628 of underwriting and advisory fees during the year ended December 31, 2024. The underwriting and advisory fees AMCM received were on terms equivalent to those of other initial purchasers.

In connection with the Unsecured Notes issued by the Fund, the Fund has entered into interest rate swaps to more closely align the interest rates of such liabilities with the Fund’s investment portfolio, which consists primarily of floating rate loans. Under the interest rate swaps, the Fund receives a fixed interest rate and pays a floating interest rate of one-month SOFR plus an applicable spread, as disclosed below. The Fund designated these interest rate swaps and the associated unsecured notes as qualifying fair value hedge accounting relationships. Certain information related to the Fund’s interest rate swaps as of December 31, 2024 is presented below.

Description	Hedged Item	Fund Receives		Fund Pays		Maturity Date	Notional Amount
Interest rate swap	March 2028 Notes	5.700	%	SOFR +1.649	%	March 15, 2028	$	1,000,000
Interest rate swap	August 2029 Notes	6.350	%	SOFR +2.208	%	August 15, 2029	$	700,000
Interest rate swap	February 2030 Notes	5.600	%	SOFR +2.302	%	February 15, 2030	$	750,000

See Note 6 for more information on the interest rate swaps.

See Note 13 for a subsequent event relating to an additional issuance of unsecured notes.

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For the year ended December 31, 2024, the components of interest expense, cash paid for interest expense and average stated interest rate, net of effect of interest rate swaps for the Unsecured Notes were as follows.

	For the Year Ended December 31, 2024
Stated interest expense⁽¹⁾	$	49,191
Amortization of debt issuance costs		648
Accretion of discount		707
Total interest expense	$	50,546
Cash paid for interest expense⁽¹⁾	$	51,682
Average stated interest rate, net of effect of interest rate swaps		6.95	%

(1)Includes the impact of the interest rate swaps.

The Unsecured Notes contain certain covenants, including covenants requiring the Fund to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act, or any successor provisions, and to provide financial information to the holders of such notes under certain circumstances. These covenants are subject to important limitations and exceptions set forth in the indentures governing such notes. As of December 31, 2024, the Fund was in compliance in all material respects with the terms of the respective indentures governing each of the Unsecured Notes.

The Unsecured Notes are the Fund’s senior unsecured obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to the Fund’s existing and future unsecured indebtedness that is not expressly subordinated; effectively junior in right of payment to any of its secured indebtedness (including existing unsecured indebtedness that the Fund later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Fund’s subsidiaries, financing vehicles or similar facilities.

6. DERIVATIVE INSTRUMENTS

The Fund enters into derivative instruments from time to time to help mitigate its foreign currency and interest rate risk exposures.

Foreign Currency Forward Contracts

Certain information related to the Fund’s foreign currency forward derivative instruments as of December 31, 2024 and 2023 is presented below.

	As of December 31, 2024
Derivative Instrument	Notional Amount		Gross Amount of Recognized Assets		Gross Amount of Recognized Liabilities		Balance Sheet Location of Net Amounts
Foreign currency forward contract	NOK	910,877	$	307,682	$	(305,484)	Other Assets
Foreign currency forward contract	€	101,075		104,738		(103,498)	Other Assets
Foreign currency forward contract	£	70,493		89,788		(88,011)	Other Assets
Foreign currency forward contract	€	65,111		69,497		(68,083)	Other Assets
Foreign currency forward contract	CAD	33,593		25,013		(24,034)	Other Assets
Foreign currency forward contract	CAD	30,622		21,367		(21,334)	Other Assets
Foreign currency forward contract	£	28,842		36,242		(36,023)	Other Assets
Foreign currency forward contract	NOK	27,017		2,502		(2,374)	Other Assets
Foreign currency forward contract	AUD	9,518		6,165		(5,917)	Other Assets
Foreign currency forward contract	AUD	4,057		2,684		(2,520)	Other Assets
Foreign currency forward contract	NZD	2,520		1,543		(1,437)	Other Assets
Total			$	667,221	$	(658,715)

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	As of December 31, 2023
			Gross Amount		Gross Amount
	Notional		of Recognized		of Recognized		Balance Sheet
Derivative Instrument	Amount		Assets		Liabilities		Location of Net Amounts
Foreign currency forward contract	£	12,732	$	15,697	$	(15,697)	Accounts payable and other liabilities
Foreign currency forward contract	AUD	9,518		6,165		(6,165)	Accounts payable and other liabilities
Foreign currency forward contract	€	7,826		8,380		(8,380)	Accounts payable and other liabilities
Foreign currency forward contract	CAD	1,391		1,017		(1,017)	Accounts payable and other liabilities
Total			$	31,259	$	(31,259)

As of December 31, 2024, the counterparties to each of the Fund’s foreign currency forward contracts were Canadian Imperial Bank of Commerce and Wells Fargo Bank, N.A. As of December 31, 2023, the counterparty to all of the Fund’s foreign currency forward contracts was Wells Fargo Bank, N.A.

Net realized and unrealized gains and losses on derivative instruments not designated as a qualifying hedge accounting relationship recognized by the Fund for the years ended December 31, 2024 and 2023 are in the following locations in the consolidated statement of operations:

		For the Years Ended December 31,
Derivative Instrument	Statement Location	2024		2023
Foreign currency forward contract	Net realized gains (losses) on foreign currency transactions	$	358	$	—
Foreign currency forward contract	Net unrealized gains (losses) on foreign currency transactions	$	9,745	$	(598)

Interest Rate Swaps

In connection with the Unsecured Notes, the Fund has entered into interest rate swaps to more closely align the interest rates of such liabilities with the Fund’s investment portfolio, which consists primarily of floating rate loans. Under the interest rate swaps, the Fund receives a fixed interest rate and pays a floating interest rate of one-month SOFR plus an applicable spread, as disclosed below. The Fund designated these interest rate swaps and the Unsecured Notes as qualifying fair value hedge accounting relationships. As of December 31, 2024, the counterparty to all of the Fund’s interest rate swaps was Wells Fargo Bank, N.A. Certain information related to the Fund’s interest rate swaps as of December 31, 2024 is presented below.

Description	Hedged Item	Fund Receives		Fund Pays		Maturity Date	Notional Amount
Interest rate swap	March 2028 Notes	5.700	%	SOFR +1.649	%	March 15, 2028	$	1,000,000
Interest rate swap	August 2029 Notes	6.350	%	SOFR +2.208	%	August 15, 2029	$	700,000
Interest rate swap	February 2030 Notes	5.600	%	SOFR +2.302	%	February 15, 2030	$	750,000

See Note 5 for more information on the Unsecured Notes. See Note 13 for a subsequent event relating to an additional interest rate swap in connection with an additional issuance of unsecured notes.

As a result of the Fund’s designation of the interest rate swaps as hedging instruments in qualifying fair value hedge accounting relationships, the Fund is required to fair value the hedging instruments and the related hedged items, with the changes in the fair value of each being recorded in interest expense. The net loss related to the fair value hedges was approximately $278 for the year

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ended December 31, 2024, which is included in “interest and credit facility fees” in the Fund’s consolidated statement of operations. The balance sheet impact of fair valuing the interest rate swaps as of December 31, 2024 is presented below:

	As of December 31, 2024
Derivative Instrument	Notional Amount		Maturity Date	Gross Amount of Recognized Assets		Gross Amount of Recognized Liabilities		Balance Sheet Location of Net Amounts
Interest rate swap⁽¹⁾	$	1,000,000	March 15, 2028	$	—	$	(1,505)	Accounts payable and other liabilities
Interest rate swap⁽²⁾	$	700,000	August 15, 2029		926		—	Other assets
Interest rate swap⁽³⁾	$	750,000	February 15, 2030		—		(28,019)	Accounts payable and other liabilities
Total				$	926	$	(29,524)

(1)	The liability related to the fair value of the interest rate swaps was offset by a $1,532 decrease to the carrying value of the March 2028 Notes.

(2)	The asset related to the fair value of the interest rate swap was offset by a $960 increase to the carrying value of the August 2029 Notes.

(3)	The liability related to the fair value of the interest rate swaps was offset by a $27,748 decrease to the carrying value of the February 2030 Notes.

7. COMMITMENTS AND CONTINGENCIES

Investment Commitments

The Fund’s investment portfolio may contain debt investments which are in the form of revolving and delayed draw loan commitments, which require the Fund to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of December 31, 2024 and 2023, the Fund had the following commitments to fund various revolving and delayed draw term loans:


	As of December 31,
	2024		2023
Total revolving loan commitments	$	643,525	$	59,388
Less: funded commitments		(112,499)		(3,020)
Total net unfunded revolving loan commitments		531,026		56,368

Total delayed draw term loan commitments		1,025,608		278,442
Less: unavailable commitments due to borrowing base or other covenant restrictions		(603)		—
Total net unfunded delayed draw term loan commitments		1,025,005		278,442
Total net unfunded revolving and delayed draw term loan commitments	$	1,556,031	$	334,810

The Fund’s commitment to fund delayed draw loans is generally triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels).

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In addition, as of December 31, 2024 and 2023, the Fund was party to subscription agreements to fund equity investment commitments as follows:

	As of December 31,
	2024		2023
Total equity commitments	$	24,220	$	51
Less: funded commitments		(3,407)		—
Total net unfunded equity commitments	$	20,813	$	51

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Fund follows ASC 825-10, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASC 825-10”), which provides funds the option to report selected financial assets and liabilities at fair value. ASC 825-10 also establishes presentation and disclosure requirements designed to facilitate comparisons between funds that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect of the fund’s choice to use fair value on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. The Fund has not elected the ASC 825-10 option to report selected financial assets and liabilities at fair value. With the exception of the line items entitled “other assets” and “debt,” which are reported at amortized cost, the carrying value of all other assets and liabilities approximate fair value.

The Fund also follows ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), which among other matters, requires enhanced disclosures about investments that are measured and reported at fair value. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Fund to assume that the portfolio investment is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, the Fund has considered its principal market as the market in which the Fund exits its portfolio investments with the greatest volume and level of activity. ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:

●

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

●

Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

●

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

In addition to using the above inputs in investment valuations, the Valuation Designee continues to employ its net asset valuation policy and procedures that have been reviewed by the Fund’s board of trustees in connection with their designation of the Fund’s investment adviser as the valuation designee that are consistent with the provisions of Rule 2a-5 under the Investment Company Act and ASC 820-10 (see Note 2 for more information). Consistent with its valuation policy and procedures, the Valuation Designee will evaluate the source of inputs, including any markets in which the Fund’s investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. Where there may not be a readily available market value for some of the investments in the Fund’s portfolio, the fair value of a portion of the Fund’s investments may be determined using unobservable inputs.

The Fund’s portfolio investments classified as Level 3 are typically valued using two different valuation techniques. The first valuation technique is an analysis of the enterprise value (“EV”) of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The primary method for determining EV uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA. EBITDA multiples are typically determined based upon review of market comparable transactions and

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publicly traded comparable companies, if any. The Valuation Designee may also employ other valuation multiples to determine EV, such as revenues or, in the case of certain portfolio companies in the power generation industry, kilowatt capacity. The second method for determining EV uses a discounted cash flow analysis whereby future expected cash flows of the portfolio company are discounted to determine a present value using estimated discount rates (typically a weighted average cost of capital based on costs of debt and equity consistent with current market conditions). The EV analysis is performed to determine the value of equity investments, the value of debt investments in portfolio companies where the Fund has control or could gain control through an option or warrant security, and to determine if there is credit impairment for debt investments. If debt investments are credit impaired, an EV analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate EV. The second valuation technique is a yield analysis, which is typically performed for non-credit impaired debt investments in portfolio companies where the Fund does not own a controlling equity position. To determine fair value using a yield analysis, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk. In the yield analysis, the Valuation Designee considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the Fund and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by the Fund are substantially illiquid with no active transaction market, the Valuation Designee depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.

The following table presents fair value measurements of cash and cash equivalents, restricted cash, investments, unfunded revolving and delayed draw loan commitments and derivatives as of December 31, 2024:


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	165,777	$	—	$	—	$	165,777
Restricted cash	$	4,650	$	—	$	—	$	4,650

First lien senior secured loans	$	—	$	5,481,780	$	4,648,527	$	10,130,307
Second lien senior secured loans		—		128,558		29,942		158,500
Senior subordinated loans		—		—		213,500		213,500
Corporate bonds		—		—		65,312		65,312
Collateralized loan obligations		—		—		370,985		370,985
Commercial mortgage-backed securities		—		—		29,161		29,161
Private asset-backed investments		—		-		208,357		208,357
Preferred equity		—		—		122,570		122,570
Other equity		—		—		247,144		247,144
Investments not measured at net asset value	$	—	$	5,610,338	$	5,935,498	$	11,545,836
Investments measured at net asset value⁽¹⁾								3,313
Total investments							$	11,549,149
Unfunded revolving and delayed draw loan commitments⁽²⁾	$	—	$	—	$	(5,572)	$	(5,572)
Derivatives:
Foreign currency forward contracts	$	—	$	8,506	$	—	$	8,506
Interest rate swaps	$	—	$	(28,598)	$	—	$	(28,598)

(1)

Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statement of assets and liabilities.

(2)	The fair value of unfunded revolving and delayed draw loan commitments is included in “accounts payable and other liabilities” in the accompanying consolidated statement of assets and liabilities.

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The following table presents fair value measurements of cash and cash equivalents, investments, unfunded revolving and delayed draw loan commitments and derivatives as of December 31, 2023:


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	57,972	$	—	$	—	$	57,972
First lien senior secured loans	$	—	$	1,533,600	$	852,371	$	2,385,971
Second lien senior secured loans		—		33,236		10,535		43,771
Senior subordinated loans		—		8,379		38,587		46,966
Corporate bonds		—		—		10,507		10,507
Collateralized loan obligations		—		—		22,681		22,681
Commercial mortgage-backed securities		—		—		5,010		5,010
Private asset-backed investments		—		—		11,901		11,901
Preferred equity		—		—		41,033		41,033
Other equity		—		—		9,718		9,718
Total investments	$	—	$	1,575,215	$	1,002,343	$	2,577,558
Unfunded revolving and delayed draw loan commitments⁽¹⁾	$	—	$	—	$	(4,008)	$	(4,008)
Derivatives - Foreign currency forward contracts	$	—	$	—	$	—	$	—

(1)	The fair value of unfunded revolving and delayed draw loan commitments is included in “accounts payable and other liabilities” in the accompanying consolidated statement of assets and liabilities.

The following tables summarize the significant unobservable inputs the Valuation Designee used to value the majority of the Fund’s investments categorized within Level 3 as of December 31, 2024 and 2023. The tables are not intended to be all-inclusive, but instead to capture the significant unobservable inputs relevant to the determination of fair values.

As of December 31, 2024

Unobservable Input

Primary Valuation

Weighted

Asset Category

Fair Value

Techniques

Input

Estimated Range

Average⁽¹⁾

First lien senior secured loans

4,384,607

Yield analysis

Market yield

6.3% - 15.8

10.0

263,920

Broker quotes

N/A

Second lien senior secured loans

29,942

Yield analysis

Market yield

9.6% - 16.0

11.3

Senior subordinated loans

213,500

Yield analysis

Market yield

8.4% - 18.3

11.3

Corporate bonds

40,286

Broker quotes

N/A

25,026

Transaction cost

N/A

Collateralized loan obligations

344,155

Broker quotes

N/A

26,830

Transaction cost

N/A

Commercial mortgage-backed securities

29,161

Broker quotes

N/A

Private asset-backed investments

99,799

Yield analysis

Market yield

2.6% - 13.8

8.8

74,643

Transaction cost

N/A

29,782

Broker quotes

N/A

4,133

Income (other)

Constant default rate

0.0% - 10.3

4.0

Preferred equity

67,424

Yield analysis

Market yield

9.8% - 15.0

12.5

55,146

EV market multiple analysis

EBITDA multiple

3.4x – 23.0x

18.1x

Other equity

247,144

EV market multiple analysis

EBITDA multiple

8.0x - 34.6x

12.7x

Total investments

5,935,498

(1)	Unobservable inputs were weighted by the relative fair value of the investments.

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As of December 31, 2023

Unobservable Input

Primary Valuation

Weighted

Asset Category

Fair Value

Techniques

Input

Estimated Range

Average⁽¹⁾

First lien senior secured loans

801,531

Yield analysis

Market yield

9.6% - 21.4

12.3

50,840

Broker quotes

N/A

Second lien senior secured loans

10,535

Yield analysis

Market yield

11.8

Senior subordinated loans

38,587

Yield analysis

Market yield

13.9% - 19.2%

17.3

Corporate bonds

10,507

Broker quotes

N/A

Collateralized loan obligations

22,681

Broker quotes

N/A

Commercial mortgage-backed securities

5,010

Broker quotes

N/A

Private asset-backed investments

11,901

Yield analysis

Market yield

10.7% - 16.2

13.1

Preferred equity

41,033

EV market multiple analysis

EBITDA multiple

9.5x - 32.5x

21.7x

Other equity

9,718

EV market multiple analysis

EBITDA multiple

7.0x – 23.4x

15.5x

Total investments

1,002,343

(1)	Unobservable inputs were weighted by the relative fair value of the investments.

Changes in market yields, discount rates or EBITDA multiples, each in isolation, may change the fair value of certain of the Fund’s investments. Generally, an increase in market yields or discount rates or decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Fund’s investments.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of the Fund’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Fund may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Fund was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Fund has recorded it.

The following table presents changes in investments that use Level 3 inputs as of and for the year ended December 31, 2024:


	As of and For the Year Ended
	December 31, 2024
Balance as of December 31, 2023	$	1,002,343
Net realized gains		4,037
Net unrealized gains		51,957
Purchases		5,368,849
Sales		(159,181)
Repayments		(207,091)
PIK interest and dividends		24,834
Net accretion of discount on investments		10,729
Net transfers in and/or out of Level 3		(160,979)
Balance as of December 31, 2024	$	5,935,498

Investments were transferred into and out of Level 3 during the year ended December 31, 2024. Transfers into and out of Level 3 were generally as a result of changes in the observability of significant inputs or available market data for certain portfolio companies.

As of December 31, 2024, the net unrealized appreciation on the investments that use Level 3 inputs was $61,136.

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For the year ended December 31, 2024, the total amount of gains (losses) included in earnings attributable to the change in unrealized gains (losses) relating to the Fund’s Level 3 assets still held as of December 31, 2024, and reported within the net unrealized gains (losses) on investments and foreign currency transactions in the Fund’s consolidated statement of operations, was $52,042.

The following table presents changes in investments that use Level 3 inputs as of and for the year ended December 31, 2023:


	As of and For the Year Ended December 31, 2023
Balance as of December 31, 2022	$	18,744
Net realized gains		1,530
Net unrealized gains		12,321
Purchases		1,120,818
Sales		(49,553)
Repayments		(53,267)
PIK interest and dividends		1,551
Net accretion of discount on investments		2,072
Net transfers in and/or out of Level 3		(51,873)
Balance as of December 31, 2023	$	1,002,343

Investments were transferred into and out of Level 3 during the year ended December 31, 2023. Transfers into and out of Level 3 were generally as a result of changes in the observability of significant inputs or available market data for certain portfolio companies.

As of December 31, 2023, the net unrealized appreciation on the investments that use Level 3 inputs was $8,964.

For the year ended December 31, 2023, the total amount of gains (losses) included in earnings attributable to the change in unrealized gains (losses) relating to the Fund’s Level 3 assets still held as of December 31, 2023, and reported within the net unrealized gains (losses) on investments and foreign currency transactions in the Fund’s consolidated statement of operations was $8,969.

The following are the carrying and fair values of the Fund’s debt obligations as of December 31, 2024 and 2023.


	As of December 31,
	2024					2023
	Carrying Value⁽¹⁾			Fair Value⁽⁶⁾		Carrying Value⁽¹⁾			Fair Value⁽⁶⁾
Revolving Credit Facility	$	489,453		$	489,453	$	460,325		$	460,325
SG Funding Facility		861,811			861,811		250,000			250,000
SB Funding Facility		75,000			75,000		—			—
BNP Funding Facility		250,000			250,000		—			—
January 2037 CLO Notes (principal amount outstanding of $476,000 and $0, respectively)⁽²⁾		473,120	⁽³⁾		473,120		—			—
March 2028 Notes (principal amount outstanding of $1,000,000 and $0, respectively)		984,492	⁽³⁾⁽⁴⁾		1,000,510		—			—
August 2029 Notes (principal amount outstanding of $700,000 and $0, respectively)		687,445	⁽³⁾⁽⁴⁾		712,824		—			—
February 2030 Notes (principal amount outstanding of $750,000 and $0, respectively)		705,863	⁽³⁾⁽⁴⁾		740,565		—			—
Total	$	4,527,184	⁽⁵⁾	$	4,603,283	$	710,325	⁽⁵⁾	$	710,325

(1)	The Revolving Credit Facility, the SG Funding Facility, the SB Funding Facility and the BNP Funding Facility carrying values are the same as the principal amounts outstanding.

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(2)	Excludes the January 2037 CLO Subordinated Notes, which were retained by the Fund and, as such, eliminated in consolidation. See Note 5 for more information on the ADL CLO 3 Debt Securitization.

(3)	Represents the aggregate principal amount outstanding, less unamortized debt issuance costs and the unaccreted discount recorded upon issuance.

(4)	The carrying value of the Unsecured Notes as of December 31, 2024 includes adjustments as a result of effective hedge accounting relationships. See Notes 5 and 6 for more information.

(5)	Total principal amount of debt outstanding totaled $4,602,317 and $710,349 as of December 31, 2024 and 2023, respectively.

(6)	The fair value of the debt obligations would be categorized as Level 2 under ASC 820-10.

9. NET ASSETS

The Fund has the authority to issue an unlimited number of Common Shares of beneficial interest at $0.01 par value per share.

On October 6, 2022, an affiliate of the Fund’s investment adviser, as its sole initial shareholder, purchased 1 shares of the Fund’s Class I shares.

Pursuant to subscription agreements providing for the commitment to purchase an aggregate of up to $847,098 of the Fund’s Class I shares entered into between the Fund and several investors between November 2022 and ending on January 30, 2023, the Fund called an aggregate of $847,098 from October 6, 2022 through July 31, 2023, and in exchange therefore, the Fund issued approximately 32,402 Class I shares to 61 shareholders, including the investment from the Fund’s sole initial shareholder. From October 6, 2022 through December 31, 2022, the Fund called an aggregate of $148,173, and in exchange therefore, the Fund issued approximately 5,927 Class I shares. Of the $847,098 of commitments called, $698,925 were called during the year ended December 31, 2023 in exchange for approximately 26,476 Class I shares.

On August 1, 2023, the Fund held the first closing in the Offering, pursuant to its registration statement on Form N-2 (File No. 333-264145) declared effective by the SEC on April 24, 2023, as amended and supplemented. The Fund publicly offers on a continuous basis up to $7.5 billion of its Common Shares, pursuant to the Offering. The purchase price per share for each class of Common Shares equals the Fund’s NAV per share, as of the day preceding the effective date of the monthly share purchase. Ares Wealth Management Solutions, LLC, the Fund’s intermediary manager, will use its best efforts to sell Common Shares, but is not obligated to purchase or sell any specific amount of Common Shares in the Offering. The Fund also engages in offerings of its unregistered Common Shares to non-U.S. investors pursuant to Regulation S of the Securities Act.

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The following tables summarize transactions in Common Shares during the years ended December 31, 2024 and 2023, respectively:


	For the Year Ended December 31, 2024
	Shares	Amount
Class I
Subscriptions⁽¹⁾	120,061	$	3,288,851
Share transfers between classes	34		945
Distributions reinvested	2,510		68,786
Repurchased shares, net of early repurchase deduction	(2,127)		(58,324)
Net increase	120,478	$	3,300,258
Class S
Subscriptions⁽¹⁾	18,459	$	504,882
Share transfers between classes	(120)		(3,298)
Distributions reinvested	376		10,308
Repurchased shares, net of early repurchase deduction	(194)		(5,298)
Net increase	18,521	$	506,594
Class D
Subscriptions⁽¹⁾	9,766	$	267,907
Share transfers between classes	86		2,353
Distributions reinvested	115		3,164
Net increase	9,967	$	273,424
Total net increase	148,966	$	4,080,276

	For the Year Ended December 31, 2023
	Shares		Amount
Class I
Subscriptions	45,712	$	1,218,909
Distributions reinvested	307		8,289
Repurchased shares, net of early repurchase deduction	(3)		(78)
Net increase	46,016	$	1,227,120
Class S
Subscriptions	10,959	$	296,150
Distributions reinvested	13		341
Net increase	10,972	$	296,491
Class D
Subscriptions	1,798	$	48,588
Distributions reinvested	8		222
Net increase	1,806	$	48,810
Total net increase	58,794		$1,572,421

(1)	See Note 13 for subsequent events related to subscription activities.

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Net Asset Value Per Share and Offering Price

The Fund determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. The NAV per share for each class of shares is determined by dividing the value of total assets attributable to the class minus liabilities attributable to the share class by the total number of each share class of Common Shares outstanding at the date as of which the determination is made. The following tables summarize each month-end NAV per share for Class I shares, Class S shares and Class D shares during the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022:


	NAV Per Share
	Class I		Class S		Class D
January 31, 2024	$	27.17	$	27.17	$	27.17
February 29, 2024	$	27.19	$	27.19	$	27.19
March 31, 2024	$	27.30	$	27.30	$	27.30
April 30, 2024	$	27.29	$	27.29	$	27.29
May 31, 2024	$	27.39	$	27.39	$	27.39
June 30, 2024	$	27.45	$	27.45	$	27.45
July 31, 2024	$	27.44	$	27.44	$	27.44
August 31, 2024	$	27.41	$	27.41	$	27.41
September 30, 2024	$	27.45	$	27.45	$	27.45
October 31, 2024	$	27.49	$	27.49	$	27.49
November 30, 2024	$	27.58	$	27.58	$	27.58
December 31, 2024	$	27.61	$	27.61	$	27.61

	NAV Per Share
		Class I		Class S		Class D
January 31, 2023	$	25.40	$	25.40	$	25.40
February 28, 2023	$	25.58	$	25.58	$	25.58
March 31, 2023	$	25.71	$	25.71	$	25.71
April 30, 2023	$	26.12	$	26.12	$	26.12
May 31, 2023	$	26.08	$	26.08	$	26.08
June 30, 2023	$	26.75	$	26.75	$	26.75
July 31, 2023	$	27.01	$	27.01	$	27.01
August 31, 2023	$	27.08	$	27.08	$	27.08
September 30, 2023	$	27.07	$	27.07	$	27.07
October 31, 2023	$	26.92	$	26.92	$	26.92
November 30, 2023	$	27.03	$	27.03	$	27.03
December 31, 2023	$	27.22	$	27.22	$	27.22

	NAV Per Share
	Class I		Class S		Class D
December 31, 2022	$	24.99	$	24.99	$	24.99

The date of the first sale of Class S shares and Class D shares was August 1, 2023.

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Distributions

The Fund’s board of trustees expects to declare monthly regular distributions for each class of its Common Shares. The following tables present the monthly regular distributions that were declared and payable during the years ended December 31, 2024 and 2023:

					Class I
Declaration Date	Record Date		Payment Date		Net Distribution Per Share		Distribution Amount
January 23, 2024		January 31, 2024		February 22, 2024	$	0.21430	$	12,120
January 23, 2024		February 29, 2024		March 25, 2024		0.21430		13,234
January 23, 2024		March 29, 2024		April 24, 2024		0.21430		14,439
March 14, 2024		April 30, 2024		May 23, 2024		0.21430		17,945
March 14, 2024		May 31, 2024		June 25, 2024		0.21430		19,924
March 14, 2024		June 28, 2024		July 24, 2024		0.21430		22,239
May 10, 2024		July 31, 2024		August 23, 2024		0.21430		24,786
May 10, 2024		August 30, 2024		September 23, 2024		0.21430		26,807
May 10, 2024		September 30, 2024		October 23, 2024		0.21430		28,955
August 13, 2024		October 31, 2024		November 22, 2024		0.21430		31,339
August 13, 2024		November 29, 2024		December 26, 2024		0.21430		34,663
August 13, 2024		December 31, 2024		January 23, 2025		0.21430		36,950
					$	2.57160	$	283,401


					Class I
Declaration Date	Record Date		Payment Date		Net Distribution Per Share		Distribution Amount
June 30, 2023		August 31, 2023		September 25, 2023	$	0.19925	$	7,195
August 10, 2023		September 29, 2023		October 25, 2023		0.19925		8,027
August 10, 2023		October 31, 2023		November 27, 2023		0.19925		8,949
November 13, 2023		November 30, 2023		December 26, 2023		0.21430		10,153
November 13, 2023		December 29, 2023		January 25, 2024		0.21430		11,131
					$	1.02635	$	45,455

					Class S
Declaration Date	Record Date		Payment Date		Net Distribution Per Share		Distribution Amount
January 23, 2024		January 31, 2024		February 22, 2024	$	0.19470	$	2,417
January 23, 2024		February 29, 2024		March 25, 2024		0.19600		2,778
January 23, 2024		March 29, 2024		April 24, 2024		0.19472		3,181
March 14, 2024		April 30, 2024		May 23, 2024		0.19528		3,554
March 14, 2024		May 31, 2024		June 25, 2024		0.19465		3,888
March 14, 2024		June 28, 2024		July 24, 2024		0.19522		4,280
May 10, 2024		July 31, 2024		August 23, 2024		0.19454		4,462
May 10, 2024		August 30, 2024		September 23, 2024		0.19454		4,694
May 10, 2024		September 30, 2024		October 23, 2024		0.19520		4,929
August 13, 2024		October 31, 2024		November 22, 2024		0.19454		5,116
August 13, 2024		November 29, 2024		December 26, 2024		0.19515		5,416
August 13, 2024		December 31, 2024		January 23, 2025		0.19444		5,735
					$	2.33898	$	50,450

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					Class S
Declaration Date	Record Date		Payment Date		Net Distribution Per Share		Distribution Amount
June 30, 2023		August 31, 2023		September 25, 2023	$	0.17975	$	430
August 10, 2023		September 29, 2023		October 25, 2023		0.18033		917
August 10, 2023		October 31, 2023		November 27, 2023		0.17971		1,214
November 13, 2023		November 30, 2023		December 26, 2023		0.19549		1,747
November 13, 2023		December 29, 2023		January 25, 2024		0.19479		2,137
					$	0.93007	$	6,445

					Class D
Declaration Date	Record Date		Payment Date		Net Distribution Per Share		Distribution Amount
January 23, 2024		January 31, 2024		February 22, 2024	$	0.20854	$	471
January 23, 2024		February 29, 2024		March 25, 2024		0.20892		498
January 23, 2024		March 29, 2024		April 24, 2024		0.20854		529
March 14, 2024		April 30, 2024		May 23, 2024		0.20871		578
March 14, 2024		May 31, 2024		June 25, 2024		0.20852		606
March 14, 2024		June 28, 2024		July 24, 2024		0.20869		644
May 10, 2024		July 31, 2024		August 23, 2024		0.20849		728
May 10, 2024		August 30, 2024		September 23, 2024		0.20849		1,025
May 10, 2024		September 30, 2024		October 23, 2024		0.20868		1,585
August 13, 2024		October 31, 2024		November 22, 2024		0.20849		1,880
August 13, 2024		November 29, 2024		December 26, 2024		0.20867		2,239
August 13, 2024		December 31, 2024		January 23, 2025		0.20846		2,454
					$	2.50320	$	13,237

					Class D
Declaration Date	Record Date		Payment Date		Net Distribution Per Share		Distribution Amount
June 30, 2023		August 31, 2023		September 25, 2023	$	0.19351	$	134
August 10, 2023		September 29, 2023		October 25, 2023		0.19369		228
August 10, 2023		October 31, 2023		November 27, 2023		0.19350		235
November 13, 2023		November 30, 2023		December 26, 2023		0.20877		292
November 13, 2023		December 29, 2023		January 25, 2024		0.20856		377
					$	0.99803	$	1,266

See Note 13 for subsequent events relating to regular distributions declared by the Fund’s board of trustees.

Distribution Reinvestment Plan

The Fund has adopted a distribution reinvestment plan, pursuant to which the Fund will not reinvest cash distributions declared by the board of trustees on behalf of the Fund’s shareholders unless such shareholders elect for their shares to be automatically reinvested. As a result, if the board of trustees authorizes, and the Fund declares, a cash distribution, then the Fund’s shareholders who have opted into the Fund’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash distribution. Distributions on fractional shares will be credited to each participating shareholder’s account. The purchase price for shares issued under the Fund’s distribution reinvestment plan will be equal to the most recent available NAV per share for such shares at the time the distribution is payable.

Share Repurchase Program

The Fund has commenced a share repurchase program, pursuant to which the Fund intends to offer to repurchase, at the discretion of the Fund’s board of trustees, up to 5% of its Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. The Fund’s board of trustees may amend, suspend or terminate the share repurchase program if it deems such action to be in

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its best interest and the best interest of its common shareholders. As a result, share repurchases may not be available each quarter, or at all. The Fund conducts any such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the Investment Company Act, with the terms of such tender offer published in a tender offer statement to be sent to all shareholders and filed with the SEC on Schedule TO. All of the Fund’s common shareholders will be given at least 20 full business days to elect to participate in such share repurchases. All shares purchased by the Fund, pursuant to the terms of each tender offer, will be retired and thereafter will be authorized and unissued shares.

Under the Fund’s share repurchase program, to the extent the Fund offers to repurchase shares in any particular quarter, the Fund expects to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by the Fund’s board of trustees, except that the Fund deducts 2.00% from such NAV for shares that have not been outstanding for at least one year (the “Early Repurchase Deduction”).

The plan adopted by the Fund pursuant to Rule 18f-3 under the Investment Company Act so that the Fund may issue multiple classes of Common Shares (the “Multiple Class Plan”) provides that the Early Repurchase Deduction holding period ends on the one-year anniversary of the subscription closing date and the Early Repurchase Deduction will not apply to shares acquired through the Fund’s distribution reinvestment plan. The Early Repurchase Deduction may be waived in the case of repurchase requests: (i) arising from the death or qualified disability of the holder; (ii) submitted by discretionary model portfolio management programs (and similar arrangements); (iii) from feeder funds (or similar vehicles) primarily created to hold the Fund's Common Shares, which are offered to non-U.S. persons, where such funds seek to avoid imposing such a deduction because of administrative or systems limitations; and (iv) in the event that a shareholder's Common Shares are repurchased because the shareholder has failed to maintain a minimum account balance. Prior to May 8, 2024, the Fund could only waive the Early Repurchase Deduction in the case of repurchase requests arising from the death or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders.

During the year ended December 31, 2024, pursuant to tender offers, the Fund repurchased approximately 2,127 Class I shares and 194 Class S shares for a total value of $58,324 and $5,298, respectively, which is net of the Early Repurchase Deduction. No Class D shares were repurchased during the year ended December 31, 2024. During the year ended December 31, 2023, pursuant to tender offers, the Fund repurchased approximately 3 Class I shares for a total value of $78. No Class S shares and Class D shares were repurchased during the year ended December 31, 2023. The following tables present the share repurchases completed during the years ended December 31, 2024 and 2023:

Repurchase Pricing Date	Total Number of Shares Repurchased	Percentage of Outstanding Shares Repurchased ⁽¹⁾		Repurchase Request Deadline	Purchase Price Per Share ⁽²⁾		Amount Repurchased (All Classes) ⁽²⁾		Maximum number of shares that may yet be purchased under the repurchase program ⁽³⁾
February 29, 2024	387	0.54	%	March 20, 2024	$	27.19	$	10,376	—
May 31, 2024	5	0.01	%	June 20, 2024	$	27.39	$	132	—
August 31, 2024	134	0.09	%	September 20, 2024	$	27.41	$	3,623	—
November 30, 2024	1,795	0.90	%	December 20, 2024	$	27.58	$	49,491	—

Maximum number

of shares that may

Total Number

Percentage of

Repurchase

Purchase

Amount

yet be purchased

of Shares

Outstanding Shares

Request

Price

Repurchased

under the repurchase

Repurchase Pricing Date

Repurchased

Repurchased⁽¹⁾

Deadline

Per Share⁽²⁾

(All Classes)⁽²⁾

program⁽³⁾

November 30, 2023

0.01

December 20, 2023

27.03

—

(1)	Percentage is based on total shares outstanding as of the close of business on the last calendar day of the month preceding the applicable repurchase pricing date.

(2)	Amounts shown net of the Early Repurchase Deduction.

(3)	All repurchase requests were satisfied in full.

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10. INCOME AND EXCISE TAXES

For U.S. federal income tax purposes, amounts distributed to the Fund’s shareholders as distributions are reported as ordinary income, capital gains, or a combination thereof. Distributions paid to shareholders for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022 were taxable as follows:


					For the period from
					December 5, 2022
					(commencement of
	For the Year Ended		For the Year Ended		operations) to
	December 31, 2024		December 31, 2023		December 31, 2022
Ordinary income	$	347,088	$	53,166	$	—
Capital gains		—		—		—
Total ⁽¹⁾	$	347,088	$	53,166	$	—

(1)	For the years ended December 31, 2024 and 2023, the percentage of total distributions paid that constituted interest-related distributions was 92.4% and 100%.

The following reconciles the net increase (decrease) in net assets resulting from operations to taxable income for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022:


					For the period from
					December 5, 2022
					(commencement of
	For the Year Ended		For the Year Ended		operations) to
	December 31, 2024		December 31, 2023		December 31, 2022
	(Estimated)⁽¹⁾
Net increase (decrease) in net assets resulting from operations	$	406,116	$	94,039	$	(74)
Adjustments:
Net unrealized losses (gains) on investments and foreign currency transactions		(54,072)		(20,526)		310
Income not currently taxable ⁽²⁾		(4,749)		(277)		—
Income for tax but not book		809		—		—
Expenses not currently deductible		10,739		3,868		—
Taxable income	$	358,843	$	77,104	$	236

(1)

The calculation of estimated 2024 U.S. federal taxable income is based on certain estimated amounts, including information received from third parties and, as a result, actual 2024 U.S. federal taxable income will not be finally determined until the Fund’s 2024 U.S. federal tax return is filed in 2025 (and, therefore, such estimate is subject to change).

(2)

Includes a reduction for dividend income from preferred equity that is not taxable until collected totaling $4,134 and $277, respectively, for the years ended December 31, 2024 and 2023. There was no reduction for dividend income from preferred equity that is not taxable until collected for the period from December 5, 2022 (commencement of operations) to December 31, 2022.

Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.

For the year ended December 31, 2024, the Fund estimated U.S. federal taxable income exceeded its distributions made from such taxable income during the year; consequently, the Fund has elected to carry forward the excess for distributions to shareholders in 2025. The amount carried forward to 2025 is estimated to be approximately $35,930, of which $33,662 is ordinary income and $2,268 is long term capital gains, although these amounts will not be finalized until the 2024 tax returns are filed in 2025. For the year ended December 31, 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022, the Fund had taxable income in excess of the distributions made from such taxable income during the year, and therefore, the Fund elected to carry forward the excess for distribution to shareholders in 2024 and 2023, respectively. The amount carried forward to 2024 and 2023 were

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$24,164 and $236, respectively. To the extent that the Fund determines that its estimated current year annual taxable income will exceed its estimated current year distributions from such taxable income, the Fund accrues excise tax on estimated excess taxable income. For the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022, a net expense of $787, $944 and $9, respectively, was recorded for U.S. federal excise tax.

The Fund may adjust the classification of net assets as a result of permanent book-to-tax differences, which may include merger-related items, differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes (including excise taxes), among other items. These adjustments are reclassifications among the individual components of net assets and have no effect on total net assets. For the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022, permanent differences were as follows:


					For the period from
					December 5, 2022
					(commencement of
	For the Year Ended		For the Year Ended		operations) to
	December 31, 2024		December 31, 2023		December 31, 2022
Accumulated undistributed earnings	$	—	$	762	$	—
Paid in capital	$	—	$	(762)	$	—

As of December 31, 2024 and 2023, the estimated cost basis of investments for U.S. federal tax purposes and the estimated gross unrealized appreciation and depreciation are as follows:


	As of December 31,
	2024		2023
Gross unrealized appreciation	$	194,093	$	24,276
Gross unrealized depreciation		(126,983)		(3,502)
Net unrealized appreciation (depreciation)	$	67,110	$	20,774

Estimated cost basis of investments	$	11,485,299	$	2,556,784

Certain of the Fund’s consolidated subsidiaries are subject to U.S. federal and state income taxes. For the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022, the Fund did not record a tax expense for these subsidiaries.

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11. FINANCIAL HIGHLIGHTS AND SENIOR SECURITIES

The following is a schedule of financial highlights as of and for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022:

	As of and For the Year Ended December 31, 2024
	Class I			Class S			Class D
Per Share Data:
Net asset value at beginning of period	$	27.22		$	27.22		$	27.22
Net investment income for period⁽¹⁾		2.40			2.17			2.33
Net realized and unrealized gains for period⁽¹⁾		0.56			0.56			0.56
Net increase in net assets resulting from operations		2.96			2.73			2.89
Distributions from net investment income		(2.57)			(2.34)			(2.50)
Total increase in net assets		0.39			0.39			0.39
Net asset value at end of period	$	27.61		$	27.61		$	27.61
Total return based on net asset value⁽²⁾		10.64	%		9.85	%		10.41	%
Shares outstanding at end of period		172,421			29,493			11,773
Ratio/Supplemental Data:
Net assets at end of period	$	4,761,183		$	814,414		$	325,099
Ratio of operating expenses (excluding expense support) to average net assets⁽³⁾⁽⁴⁾		6.95	%		7.76	%		7.41	%
Ratio of operating expenses (including expense support) to average net assets⁽³⁾		5.97	%		6.77	%		6.44	%
Ratio of net investment income to average net assets⁽³⁾⁽⁵⁾		8.80	%		7.95	%		8.54	%
Portfolio turnover rate⁽³⁾		47	%		47	%		47	%


	As of and For the Year Ended December 31, 2023
	Class I			Class S⁽⁶⁾			Class D⁽⁶⁾
Per Share Data:
Net asset value, beginning of period	$	24.99		$	27.01		$	27.01
Net investment income for period⁽¹⁾		2.41			0.84			0.90
Net realized and unrealized gains for period⁽¹⁾		0.85			0.30			0.31
Net increase in net assets		3.26			1.14			1.21
Distributions to shareholders⁽²⁾		(1.03)			(0.93)			(1.00)
Total increase in net assets		2.23			0.21			0.21
Net asset value, end of period	$	27.22		$	27.22		$	27.22
Total return based on net asset value⁽²⁾		13.03	%		4.22	%		4.47	%
Shares outstanding, end of period		51,943			10,972			1,806
Ratio/Supplemental Data:
Net assets, end of period	$	1,413,632		$	298,608		$	49,152
Ratio of operating expenses (excluding expense support) to average net assets⁽³⁾⁽⁴⁾		7.52	%		7.52	%		6.78	%
Ratio of operating expenses (including expense support) to average net assets⁽³⁾⁽⁴⁾		5.15	%		5.57	%		4.57	%
Ratio of net investment income to average net assets⁽³⁾⁽⁵⁾		9.21	%		7.38	%		7.95	%
Portfolio turnover rate⁽³⁾		68	%		68	%		68	%

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	As of and For the Period
	from December 5, 2022
	(Commencement of
	Operations) to
	December 31, 2022
	Class I
Per Share Data:
Net asset value at beginning of period	$	25.00
Net investment income for period⁽¹⁾		0.03
Net realized and unrealized losses for period⁽¹⁾		(0.04)
Net decrease in net assets resulting from operations		(0.01)
Net asset value at end of period	$	24.99
Total return based on net asset value⁽²⁾		(0.05)	%
Shares outstanding at end of period		5,927
Ratio/Supplemental Data:
Net assets at end of period	$	148,098
Ratio of operating expenses (excluding expense support) to average net assets⁽³⁾⁽⁴⁾		6.71	%
Ratio of operating expenses (including expense support) to average net assets⁽³⁾		—	%
Ratio of net investment income to average net assets⁽³⁾⁽⁵⁾		1.73	%
Portfolio turnover rate⁽³⁾		80	%

(1)	Weighted average basic per share data.

(2)

(3)	The ratios reflect an annualized amount.

(4)	For the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022, the ratio of operating expenses to average net assets consisted of the following:


	For the Year Ended December 31, 2024
	Class I		Class S		Class D
Base management fee	1.25	%	1.25	%	1.25	%
Income based fee and capital gains incentive fee	1.43		1.43		1.43
Interest and credit facility fees	3.79		3.75		4.00
Shareholder servicing and/or distribution fees	—		0.85		0.25
Other operating expenses	0.48		0.48		0.48
Total operating expenses	6.95	%	7.76	%	7.41	%

	For the Year Ended December 31, 2023
	Class I		Class S⁽⁶⁾		Class D⁽⁶⁾
Base management fee	1.25	%	1.25	%	1.25	%
Income based fee and capital gains incentive fee	1.43		1.53		1.47
Interest and credit facility fees	3.32		2.86		2.74
Shareholder servicing and/or distribution fees	—		0.85		0.25
Other operating expenses	1.52		1.03		1.07
Total operating expenses	7.52	%	7.52	%	6.78	%

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	For the period
	from December 5, 2022
	(commencement of
	operations) to
	December 31, 2022
	Class I
Base management fee	1.23	%
Income based fee and capital gains incentive fee	—
Interest and credit facility fees	1.12
Organization costs	0.53
Other operating expenses	3.83
Total operating expenses	6.71	%

(5)	The ratio of net investment income to average net assets excludes income taxes related to realized gains and losses.

(6)	The date of the first sale of Class S shares and Class D shares was August 1, 2023.

The following information about the Fund’s senior securities as of the periods indicated is shown in the table below.

Class and Year		Total Amount Outstanding Exclusive of Treasury Securities⁽¹⁾		Asset Coverage Per Unit⁽²⁾	Involuntary Liquidating Preference Per Unit⁽³⁾	Average Market Value Per Unit⁽⁴⁾
Revolving Credit Facility
Fiscal 2024	$	489,506	$	2,266	—	N/A
Fiscal 2023		460,349		3,480	—	N/A
Fiscal 2022		—		—	—	N/A
SG Funding Facility
Fiscal 2024	$	861,811	$	2,266	—	N/A
Fiscal 2023		250,000		3,480	—	N/A
SB Funding Facility
Fiscal 2024	$	75,000	$	2,266	—	N/A
BNP Funding Facility
Fiscal 2024	$	250,000	$	2,266	—	N/A
January 2037 CLO Notes
Fiscal 2024	$	476,000	$	2,266	—	N/A
March 2028 Notes
Fiscal 2024	$	1,000,000	$	2,266	—	N/A
August 2029 Notes
Fiscal 2024		$700,000	$	2,266	—	N/A
February 2030 Notes
Fiscal 2024		$750,000	$	2,266	—	N/A

(1)	Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

(2)

(3)	The amount to which such class of senior security would be entitled upon the Fund’s involuntary liquidation in preference to any security junior to it. The “-” indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)	Not applicable because the securities are not registered for public trading on a stock exchange.

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12. SEGMENT REPORTING

The Fund operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation through debt and equity investments. The CODM is comprised of the Fund’s co-chief executive officers, chief financial officer and chief operating officer and the CODM assesses the performance and makes operating decisions of the Fund on a consolidated basis primarily based on the Fund’s net increase in net assets resulting from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in determining the amount of distributions to be distributed to the Fund’s shareholders. As the Fund’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated statement of assets and liabilities as “total assets” and the significant segment expenses are listed on the accompanying consolidated statement of operations.

13. SUBSEQUENT EVENTS

The Fund’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-K or would be required to be recognized in the consolidated financial statements or accompanying notes as of and for the year ended December 31, 2024, except as discussed below.

In January 2025, the Fund issued $750,000 in aggregate principal amount of unsecured notes that mature on March 21, 2032 and bear interest at a rate of 6.200% per annum (the “March 2032 Notes”). The March 2032 Notes were sold to initial purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for the resale by such initial purchasers to (i) qualified institutional buyers in transactions exempt from registration under the Securities Act pursuant to Rule 144A thereunder or (ii) certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The March 2032 Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The March 2032 Notes pay interest semi-annually and all principal is due upon maturity. The March 2032 Notes may be redeemed in whole or in part at any time at the Fund’s option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indenture governing the March 2032 Notes, and any accrued and unpaid interest.

Concurrent with the issuance of the March 2032 Notes, the Fund entered into a Registration Rights Agreement (the “March 2032 Notes Registration Rights Agreement”) for the benefit of the initial purchasers of the March 2032 Notes. Pursuant to the March 2032 Notes Registration Rights Agreement, the Fund is obligated to file a registration statement with the SEC with respect to an offer to exchange the March 2032 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the March 2032 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than January 21, 2026. Alternatively, in accordance with the terms of the March 2032 Notes Registration Rights Agreement, the Fund may consummate such exchange offer through the use of an existing registration statement. If the Fund fails to satisfy its registration obligations under the March 2032 Notes Registration Rights Agreement, it will be required to pay additional interest to the holders of the March 2032 Notes.

In connection with the March 2032 Notes, the Fund entered into an interest rate swap for a total notional amount of $750,000 that matures on March 21, 2032 to more closely align the interest rate of such liability with the Fund’s investment portfolio, which consists primarily of floating rate loans. Under the interest rate swap, the Fund receives a fixed interest rate of 6.200% and pays a floating interest rate based on one-month SOFR plus 1.829%.

Effective January 1, 2025, the Fund issued and sold approximately 19,735 Common Shares (consisting of 15,212 Class I shares, 2,310 Class S shares and 2,213 Class D shares at an offering price of $27.61 per share for each class of share), and received approximately $544,883 as payment for such shares.

Effective February 1, 2025, the Fund issued and sold approximately 20,117 Common Shares (consisting of 16,424 Class I shares, 1,447 Class S shares and 2,246 Class D shares at an offering price of $27.60 per share for each class of share), and received approximately $555,237 as payment for such shares.

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The Fund received approximately $490,816 of net proceeds relating to the issuance of Class I shares, Class S shares and Class D shares for subscriptions effective March 1, 2025. The purchase price per Class I share, Class S share and Class D share will equal the Fund’s NAV per Class I share, Class S share and Class D share, respectively, as of the last calendar day of February 2025 (the “February NAV”), which is generally expected to be available within 20 business days after March 1, 2025. At that time, the number of Class I shares, Class S shares and Class D shares issued to each investor based on the February NAV and such investor’s subscription amount will be determined and Class I shares, Class S shares and Class D shares, as applicable, will be credited to the investor’s account as of the effective date of the share purchase, March 1, 2025.

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As previously disclosed, on November 8, 2024, the Fund announced the declaration of regular monthly gross distributions for February and March 2025. On March 10, 2025, the Fund announced the declaration of regular monthly gross distributions for April, May and June 2025, in each case for each class of its Common Shares. The following table presents the regular monthly gross distributions per share that were declared and payable:


		Gross Distribution Per Share
Record Date	Payment Date⁽¹⁾	Class I		Class S		Class D
February 28, 2025	March 25, 2025	$	0.21430	$	0.21430	$	0.21430
March 31, 2025	April 23, 2025	$	0.21430	$	0.21430	$	0.21430
April 30, 2025	May 22, 2025	$	0.21430	$	0.21430	$	0.21430
May 30, 2025	June 25, 2025	$	0.21430	$	0.21430	$	0.21430
June 30, 2025	July 23, 2025	$	0.21430	$	0.21430	$	0.21430

(1)	The distributions for each class of the Fund’s Common Shares will be paid on or about the payment dates above.

These distributions will be paid in cash or reinvested in the Common Shares for shareholders participating in the Fund’s distribution reinvestment plan. The net distributions received by shareholders of each of Class S shares and Class D shares will be equal to the gross distributions in the table above, less specific shareholder servicing and/or distribution fees applicable to such class of the Fund’s Common Shares as of their respective record dates. Class I shares have no shareholder servicing and/or distribution fees.

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APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT



Investor Name


Subscription Agreement
CLASS S SHARES, CLASS D SHARES AND CLASS I SHARES
Originally effective as of March 2023, updated April 23, 2025				Ares Strategic Income Fund


1. Investment — See payment instructions on next page
Please check the appropriate box:
☐ Initial Investment — please see investment minimum in Section 3.				Total $ Invested

☐ Additional Investment
$



		Account # (for existing investors)


		State of Sale

2. Investment Method

	☐ By Mail — Attach a check made payable to Ares Strategic Income Fund (“ASIF”).

	☐ By Wire — Account Name: UMB Bank, N.A., Kansas City, MO 64106
			ABA Routing Number: 101000695
			Account Number: 9871976114
			Beneficiary: Ares Strategic Income Fund

	Please request when sending a wire that the wire reference the investor’s name and account number (if applicable) in order to assure that the wire is credited to the proper account.

3. Share Class

Please consult with your financial professional regarding the share class and commissions structure of your investment and check one of the following options. The prospectus of ASIF, as amended and supplemented as of the date hereof (the “Prospectus”), contains additional information regarding the different share classes.

☐ Share Class S — Fund #8004 The minimum investment is $2,500				☐ Share Class D —** Fund #8005 The minimum investment is $2,500
☐ Share Class I —** Fund #8006 The minimum investment is $1,000,000 (unless waived by dealer manager)

** Available for certain fee-based wrap accounts and other eligible investors as disclosed in the Prospectus.

A-1

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4. Type of Ownership (All authorized owners must sign in Section 11)

A. Is your investment held through a custodian or through a brokerage/advisory account?

☐ Yes	☐ No

If yes, please complete the Section below and deliver the completed subscription agreement to your custodian, broker-dealer (including a dually registered broker-dealer / registered investment adviser).


Name of Custodian or Broker-Dealer


Account #

B. Please select one type of ownership below

Non-Qualified
☐ Individual Ownership		Qualified
☐ Transfer on Death		☐ Traditional IRA
Fill out Transfer on Death Form to effect designation. (Available through your financial professional)

☐ Joint Tenants with Rights of Survivorship		☐ Roth IRA
☐ Transfer on Death		☐ Decedent IRA
Fill out Transfer on Death Form to effect designation. (Available through your financial professional)
			Name of Deceased

☐ Tenants in Common

☐ Community Property		☐ Simplified Employee Pension/Trust (SEP)

☐ Uniform Gift to Minors Act

☐ Plan		☐ Other (Specify)
Additional documentation required in Section 5C.

☐ Trust
Additional documentation required in Section 5C.

☐ Corporation/Partnership
Additional documentation required in Section 5C.

☐ Other (Specify)

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5. Subscriber Information

A. Investor Name — Investor/Trustee/Executor/Authorized Signatory Information

Residential street address MUST be provided. See Section 6 if mailing address is different than residential street address

First Name

Last Name

Social Security/Taxpayer ID #

Date of Birth (MM/DD/YYYY)

Telephone #

E-mail Address

Residential Address (no P.O. Box)

Street Address

City

State

ZIP

Mailing Address (if different from above)

Street Address

City

State

ZIP

Please Indicate Citizenship Status

☐ U.S. Citizen

☐ Resident Alien

☐ Non-Resident Alien

B. Co-Investor Name — Co-Investor/Co-Trustee/Co-Authorized Signatory Information, if applicable

First Name

Last Name

Social Security/Taxpayer ID #

Date of Birth (MM/DD/YYYY)

Telephone #

Residential Address (no P.O. Box)

Street Address

City

State

ZIP

Mailing Address (if different from above)

Street Address

City

State

ZIP

Please Indicate Citizenship Status

☐ U.S. Citizen

☐ Resident Alien

☐ Non-Resident Alien

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C. Entity Information — Retirement Plan/Trust/Corporation/Partnership/Other

(Trustee(s) and/or Authorized Signatory(s) information MUST be provided in Sections 5A and 5B)

Entity Name

Entity Tax ID #

Date of Formation

Entity Type (Select one — required)

☐ Retirement Plan

☐ LLC (Plan documentation required)

☐ Taxable Trust (First and last pages of the trust document required)

☐ Partnership (Plan documentation required)

☐ Tax-exempt Trust (First and last pages of the trust document required)

☐ Estate (Letter of Testamentary required)

☐ S-Corp (Corporate Resolution required)

☐ Other (Specify)

☐ C-Corp (Corporate Resolution required)

6. Contact Information (If different than provided in Section 5A)

Mailing Address

City

State

ZIP

E-mail Address

7. Electronic Delivery Form (Optional)

Instead of receiving paper copies of the Prospectus, prospectus supplements, annual reports, proxy statements, and other shareholder communications and reports, you may elect to receive electronic delivery of shareholder communications and other documents from ASIF. If you would like to consent to electronic delivery, including pursuant to email, please initial below for this election.

We encourage you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of shareholder communications and statement notifications. By consenting below to electronically receive shareholder communications, including your account-specific information, you authorize said offering(s) to either (i) email shareholder communications to you directly or (ii) make them available on our website and notify you by email when and where such documents are available.

You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or we, in our sole discretion, elect to send paper copies of the materials.

By consenting to electronic access, you will be responsible for certain costs, such as your customary internet service provider charges, and may be required to download software in connection with access to these materials. You understand this electronic delivery program may be changed or discontinued and that the terms of this agreement may be amended at any time. You understand that there are possible risks associated with electronic delivery such as emails not transmitting, links failing to function properly and system failure of online service providers, and that there is no warranty or guarantee given concerning the transmissions of email, the availability of the website, or information on it, other than as required by law. You agree to promptly notify us of any change in your e-mail address. You agree that our sending of the notice or email will constitute good and effective delivery of the information to you, regardless of whether you actually access the website containing the information or open the email and/or attachments. The documents and other information delivered electronically may be formatted in Adobe Acrobat’s portable document format (“PDF”), hypertext mark-up language (“HTML”) or other file formats we deem appropriate. In order to view or print documents provided in PDF format, you will have to obtain the Adobe Acrobat Reader, which is available free of charge at Adobe’s website (located at www.adobe.com), and install it on your computer. You are responsible for having any necessary hardware, software or other technology to access the information sent electronically, including a printer or other device to download and save any information that you may wish to retain.

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Initials

I consent to electronic delivery

E-mail Address

If blank, the e-mail address provided in Section 5A will be used.

8. Distributions

Only complete the following information if you do not wish to enroll in the Distribution Reinvestment Plan.

Non-Custodial Ownership

☐ I prefer that my distribution be deposited directly into the account listed in Section 9.

☐ I prefer that my distribution be paid by check and sent to the address listed in Section 5.

Custodial Ownership

☐ I prefer that my distribution be sent to my custodian for deposit into my custodial account cited in Section 4.

For custodial accounts, if you elect cash distributions, the funds must be sent to the custodian.

If you wish to enroll in the Distribution Reinvestment Plan, check this box: ☐

If you wish to enroll in the Distribution Reinvestment Plan, please complete the information below. If you do not make an election, then your distributions will be paid in cash to your custodian OR address of record.

9. Bank or Brokerage Account Information

Complete this Section ONLY if you do NOT wish to enroll in the Distribution Reinvestment Plan and you instead elect to receive cash distributions.

I authorize ASIF or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify ASIF in writing to cancel it. In the event that ASIF deposits funds erroneously into my account, it is authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

Name of Financial Institution

Street Address

City

State

ZIP

Name(s) on Account

ABA Numbers/Bank Account Number

Account Number

☐ Checking (Attach a voided check.)

☐ Savings (Attach a voided deposit slip.)

☐ Brokerage

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10. Broker Dealer/Broker-Dealer Representative (Financial Advisor) Information (Required Information)

The Financial Advisor must sign below to complete the order.



Name of Financial Advisor (FA)	Broker/Dealer Name (B/D)	Telephone Number

Mailing Address	Home Office Mailing Address



City	State	ZIP	City	State	ZIP

B/D Rep #	CRD#	FA Telephone Number		FA E-mail Address

FA Signature		B/D Signature (if applicable)

Operations Contact (not required)

The Financial Advisor hereby warrants that he/she is duly licensed to sell shares in the state designated as the investor’s legal residence. Please note that unless previously agreed to in writing by ASIF, all sales of securities must be made through a Broker-Dealer, including when a registered investment adviser that is a dually registered broker-dealer has introduced the sale. In all cases, Section 10 must be completed.

The undersigned confirm(s), which confirmation is made on behalf of the Broker-Dealer with which Financial Advisor is associated, with respect to sales of securities made through a Broker-Dealer that they (i) have reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (ii) have discussed such investor’s prospective purchase of shares with such investor; (iii) have advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the shares; (iv) have delivered or made available a current prospectus and related supplements, if any, to such investor; (v) have reasonable grounds to believe that the investor is purchasing these shares for his or her own account; (vi) have reasonable grounds to believe that the purchase of shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the Prospectus and related supplements, if any, and that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto; and (vii) have advised such investor that the shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus. The undersigned Broker-Dealer and Financial Advisor understand and agree that they shall be solely responsible for determining if any recommendation to invest in shares is in the best interest of, or suitable for, the investor, as applicable. Ares Wealth Management Solutions, LLC (“AWMS”) has not made any recommendations to the investor and has not, and is not responsible to, evaluate whether or not an investment in the shares is in the best interest of the investor. The undersigned Broker-Dealer and Financial Advisor listed in Section 10 further represent and certify that, in connection with this subscription for shares, they have complied with and have followed all applicable policies and procedures of their firm relating to, and performed functions required by, federal and state securities laws, rules promulgated under the Securities Exchange Act of 1934, as amended, including, but not limited to Rule 15l-1 (“Regulation Best Interest”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) rules and regulations including, but not limited to Know Your Customer, Suitability and, any anti-money laundering requirements under the Bank Secrecy Act (“BSA”) and its implementing regulations (e.g., Customer Identification Program, AML Rules) as required by its relationship with the investor(s) identified on this document. The undersigned Broker-Dealer and Financial Advisor acknowledge that the investor who purchases shares through the Broker-Dealer and Financial Advisor firm are “customers” of the Broker-Dealer or Financial Advisor’s firm as applicable and not of AWMS, a broker-dealer affiliate of the investment adviser for ASIF. The Broker-Dealer hereby represents that it has adopted and implemented, and will maintain a written anti-money laundering compliance program (“AML Program”) including, without limitation, anti-money laundering policies and procedures relating to the Customer Identification Program and the AML Rules. In addition, the Broker-Dealer agrees that it has policies and procedures in place to check the names of new customers against government watch lists, including the U.S. Treasury Department Office of Foreign Asset Control list of Specially Designated Nationals and Blocked Persons. The Broker-Dealer further understands that, while AWMS is required to establish and implement it own AML Program in accordance with the AML Rules, the Broker-Dealer it not relying on AWMS’s AML Program for any

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purposes. The Broker-Dealer agrees to notify ASIF immediately if the firm is subject to a Securities and Exchange Commission (“SEC”) or FINRA disclosure event or a fine from the SEC related to its AML Program.

The Broker-Dealer and Financial Advisor agree to comply with all applicable rules, regulations and guidelines issued by the SEC, FINRA and, to the extent applicable, any individual state securities administrators, as well as any other applicable laws or regulations pertaining to the delivery of the Prospectus any other ASIF documentation and signature of this subscription agreement, including any electronic delivery and signature requirements that may apply. To the extent applicable with respect to the investor’s investment in the shares, the Broker-Dealer and/or Financial Advisor’s firm will comply with all of the applicable requirements set forth in the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures, as may be amended from time to time (the “Statement of Policy”). The Broker-Dealer will comply with such requirements in every U.S. jurisdiction irrespective of whether the jurisdiction has adopted the Statement of Policy. The Broker-Dealer acknowledges that it is acting as an agent of ASIF only with respect to the delivery of the Prospectus and any other ASIF documentation electronically, the administration of the subscription process and obtainment of electronic signatures and only to the extent its firm’s actions are in compliance with the Statement of Policy and this subscription agreement. The Broker-Dealer also will comply, as applicable, with the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act, to the extent applicable, as adopted in each applicable jurisdiction and any other applicable laws including but not limited to applicable SEC guidance regarding the electronic delivery of materials under the federal securities laws.

THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

11. Subscriber Signatures

ASIF is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to establish the account. Required information includes name, date of birth, permanent residential address and social security/taxpayer identification number. We may also ask to see other identifying documents. If you do not provide the information, ASIF may not be able to open your account. By signing the subscription agreement, you agree to provide this information and confirm that this information is true and correct. If we are unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if we believe we have identified potentially criminal activity, we reserve the right to take action as we deem appropriate which may include closing your account.

Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make the representations on your behalf. In order to induce ASIF to accept this subscription, I hereby represent and warrant to you as follows:

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A. All Items in this Section 11 must be read and initialed.

	Investor	Co-Investor
a) I have received the Prospectus for ASIF at least five business days prior to the date hereof.	(a) Initials	Initials
b) I have (A) a minimum net worth (not including home, home furnishings and personal automobiles) of at least $250,000, or (B) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000.	(b) Initials	Initials
c) In addition to the general suitability requirements described above, I meet the higher suitability requirements, if any, imposed by my state of primary residence as set forth in the Prospectus under “SUITABILITY STANDARDS.”	(c) Initials	Initials
d) If I am an entity that was formed for the purpose of purchasing shares, each individual that owns an interest in such entity meets the general suitability requirements described above.	(d) Initials	Initials
e) I acknowledge that there is no public market for the shares, shares of this offering are not liquid and appropriate only as a long-term investment.	(e) Initials	Initials
f) I acknowledge that the shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.	(f) Initials	Initials
g) I am purchasing the shares for my own account, or if I am purchasing shares on behalf of a trust or other entity of which I am a trustee or authorized agent, I have due authority to execute this subscription agreement and do hereby legally bind the trust or other entity of which I am trustee or authorized agent.	(g) Initials	Initials
h) I acknowledge that ASIF may enter into transactions with Ares affiliates that involve conflicts of interest as described in the Prospectus.	(h) Initials	Initials
i) I acknowledge that subscriptions must be submitted at least five business days prior to first day of each month my investment will be executed as of the first day of the applicable month at the NAV per share as of the day preceding day. I acknowledge that I will not know the NAV per share at which my investment will be executed at the time I subscribe and the NAV per share will generally be made available at https://areswms.com/solutions/asif/ as of the last calendar day of each month within 20 business days of the last calendar day of each month.	(i) Initials	Initials
j) I acknowledge that my subscription request will not be accepted any earlier than two business days before the first calendar day of each month. I acknowledge that I am not committed to purchase shares at the time my subscription order is submitted and I may cancel my subscription at any time before the time it has been accepted as described in the previous sentence. I understand that I may withdraw my purchase request by notifying the transfer agent, through my financial intermediary or directly on ASIF’s toll-free, automated telephone line, 888-310-9352.	(j) Initials	Initials

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B.	If you live in any of the following states, please complete Section 11C: Alabama, California, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Missouri, Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Oregon, Pennsylvania, Puerto Rico, Tennessee, and Vermont.

In the case of sales to fiduciary accounts, the minimum standards in Section 11C shall be met by the beneficiary, the fiduciary, account, or, by the donor or grantor, who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary.

For important information in this respect, see Section 10 above. I declare that the information supplied in this subscription agreement is true and correct and may be relied upon by ASIF. I acknowledge that the Broker-Dealer/Financial Advisor (Broker-Dealer/Financial Advisor of record) indicated in Section 10 of this subscription agreement and its designated clearing agent, if any, will have full access to my account information, including the number of shares I own, tax information (including the Form 1099) and redemption information. Investors may change the Broker-Dealer/Financial Advisor of record at any time by contacting ASIF Investor Relations at the number indicated below.

For purposes of determining whether you satisfy the standards below, your net worth is calculated excluding the value of your home, home furnishings and automobiles, and, unless otherwise indicated, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.

Investors in the following states have the additional suitability standards as set forth below.

	Investor	Co-Investor
a) If I am an Alabama resident, in addition to the suitability standards set forth above, an investment in ASIF will only be sold to me if I have a liquid net worth of at least 10 times my investment in ASIF and its affiliates.	(a) Initials	Initials
b) If I am a California resident, in addition to the suitability standards set forth above, I may not invest more than 10% of my liquid net worth in ASIF.	(b) Initials	Initials
c) If I am an Idaho resident, I must have either (a) a liquid net worth of $85,000 and annual gross income of $85,000 or (b) a liquid net worth of $300,000. Additionally, the total investment in ASIF shall not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.	(c) Initials	Initials
d) If I am an Iowa resident, I (i) have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000 (net worth should be determined exclusive of home, auto and home furnishings). If I am not an “accredited investor” as defined in Regulation D under the Securities Act of 1993, as amended, my investment in this offering and in the securities of other non-traded business development companies may not exceed 10% of my net worth.	(d) Initials	Initials
e) If I am a Kansas resident, I understand that the Securities Commissioner of Kansas recommends that I limit my aggregate investment in the securities of Ares Strategic Income Fund and other similar investments to not more than 10 percent of my liquid net worth. Liquid net worth shall be defined as that portion of the purchaser’s total net worth that is comprised of cash, cash equivalents, and readily marketable securities, as determined in conformity with GAAP.	(e) Initials	Initials
f) If I am a Kentucky resident, I may not invest more than 10% of my liquid net worth in ASIF or its affiliates. “Liquid net worth” is defined as that portion of net worth that is comprised of cash, cash equivalents and readily marketable securities.	(f) Initials	Initials

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	Investor	Co-Investor
g) If I am a Maine resident, I acknowledge that it is recommended by the Maine Office of Securities that my aggregate investment in this offering and other similar direct participation investments not exceed 10% of my liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.	(g) Initials	Initials
h) If I am a Massachusetts resident, in addition to the suitability standards set forth above, I may not invest more than 10% of my liquid net worth in ASIF, in public, non-traded business development companies, in public, non-traded real estate investment trusts, and other illiquid direct participation programs. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.	(h) Initials	Initials
i) If I am a Missouri resident, no more than ten percent (10%) of my liquid net worth shall be invested in securities being registered in this offering.	(i) Initials	Initials
j) If I am a Nebraska resident, I must have (i) either (a) an annual gross income of at least $70,000 and a net worth of at least $70,000, or (b) a net worth of at least $250,000; and (ii) I must limit my aggregate investment in this offering and the securities of other business development companies to 10% of such investor’s net worth. Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933 are not subject to the foregoing investment concentration limit.	(j) Initials	Initials
k) If I am a New Jersey investor, I must have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home furnishings, and automobiles, minus total liability) that consists of cash, cash equivalent and readily marketable securities. In addition, I acknowledge that my investment in Ares Strategic Income Fund, its affiliates, and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs, and commodity pools but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of my liquid net worth.	(k) Initials	Initials
l) Additionally, I acknowledge that the Class S shares, Class D shares and Class I shares will be subject to upfront placement fees or brokerage commissions of up to 3.5% of NAV for Class S shares, 2.0% of NAV for Class D shares and 2.0% of NAV for Class I shares. Class S and D shares are subject to a distribution and shareholder servicing fee equal to up to 0.85% per annum of the aggregate NAV of the respective outstanding Class S shares, and with respect to the D shares, an amount equal to up to 0.25% per annum of the aggregate NAV of the outstanding Class D shares. These fees will reduce the amount of the purchase price that is available for investment and will cause the per share purchase price to be greater than the estimated value per share that will be reflected on my account statement (by broker dealers reporting a valuation calculated in accordance with FINRA Rule 2331(c)(1)(A) relating to net investment valuation guidelines). These fees may also reduce the amount of distributions that are paid with respect to Class S and D shares.	(l) Initials	Initials

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	Investor	Co-Investor
m) If I am a New Mexico resident, in addition to the general suitability standards listed above, I may not invest, and I may not accept from an investor more than ten percent (10%) of my liquid net worth in shares of ASIF, its affiliates and in other non-traded business development companies. Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities.	(m) Initials	Initials
n) If I am a North Dakota resident who is not an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, I have a net worth of at least ten times my investment in ASIF’s common stock.	(n) Initials	Initials
o) If I am an Ohio resident, it is unsuitable to invest more than 10% of my liquid net worth in the issuer, affiliates of the issuer, and in any other non- traded business development company. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles minus, total liabilities) comprised of cash, cash equivalents and readily marketable securities.	(o) Initials	Initials
p) If I am an Oklahoma resident, my investment in ASIF may not exceed 10% of my liquid net worth.	(p) Initials	Initials
q) If I am an Oregon resident, in addition to the suitability standards set forth above, I may not invest more than 10% of my liquid net worth. Liquid net worth is defined as net worth excluding the value of the investor’s home, home furnishings and automobile.	(q) Initials	Initials
r) If I am a Pennsylvania resident, I may not invest more than 10% of my liquid net worth in ASIF.	(r) Initials	Initials
s) If I am a Puerto Rico resident, I may not invest more than 10% of my liquid net worth in ASIF, its affiliates and other non-traded business development companies. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles minus total liabilities) consisting of cash, cash equivalents and readily marketable securities.	(s) Initials	Initials
t) If I am a Tennessee resident who is not an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, my investment in ASIF common stock may not exceed 10% of my net worth.	(t) Initials	Initials
u) If I am a Vermont resident and I am an accredited investor in Vermont, as defined in 17 C.F.R. § 230.501, I may invest freely in this offering. In addition to the suitability standards described above, if I am non-accredited Vermont investors, I may not purchase an amount in this offering that exceeds 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings or automobiles) minus total liabilities.	(u) Initials	Initials

12.

Substitute IRS Form W-9 Certifications (required for U.S. investors)

Under penalties of perjury, I certify that:

The number shown on this subscription agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

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I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

I am a U.S. citizen or other U.S. person (including a resident alien) (defined in IRS Form W-9); and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Investing in ASIF’s common shares involves a high degree of risk. You should purchase these securities only if you can afford the complete loss of your investment. See “Risk Factors” in the Prospectus for additional information. Also consider the following:

●

We have a limited operating history and there is no assurance that we will achieve our investment objective.

●

You should not expect to be able to sell your common shares regardless of how we perform.

●

You should consider that you may not have access to the money you invest for an extended period of time.

●

We do not intend to list our common shares on any securities exchange, and we do not expect a secondary market in our common shares to develop prior to any listing.

●

Because you may be unable to sell your common shares, you will be unable to reduce your exposure in any market downturn.

●

We have implemented a share repurchase program pursuant to which we intend to offer to repurchase, at the discretion of our Board of Trustees, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. In addition, to the extent we offer to repurchase our Common Shares in any particular quarter, any such repurchases will be at prices equal to the NAV per share as of the last calendar day of the applicable month designated by our Board of Trustees, except that ASIF deducts 2.00% from such NAV for shares that have not been outstanding for at least one year. Such share repurchase prices may be lower than the price at which you purchase our common shares in this offering. You should not expect to be able to sell your common shares regardless of how we perform.

●

You will bear varying expenses of ASIF, including organization and ongoing offering expenses, unless otherwise advanced by our investment adviser and not repaid by ASIF pursuant to the terms and conditions of the Expense Support and Conditional Reimbursement Agreement. These expenses, which are liabilities of ASIF, will reduce the NAV of common shares and you will have to receive a total return at least in excess of those expenses to receive an actual return on your investment. You will also bear upfront placement fees or brokerage commissions, depending on the class of common shares you purchase and the selling agent through whom you purchase such common shares.

●

An investment in our common shares is not suitable for you if you need access to the money you invest.

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●

An investment in our common shares is suitable only for investors with the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in our common shares.

●

Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by our investment adviser or its affiliates made pursuant to our Expense Support and Conditional Reimbursement Agreement that may be subject to reimbursement by us to our investment adviser or its affiliates. The repayment of any amounts owed to our investment adviser or our affiliates will reduce future distributions to which you would otherwise be entitled.

●

We use and expect to continue to use leverage, which magnifies the potential for loss on amounts invested in us.

●

We invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Unrated and below investment grade securities have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value. We intend to invest significantly in junk bonds.



Signature of Investor	Date


Signature of Co-Investor or Custodian (If applicable)	Date

(Must be signed by custodian or trustee if plan is administered by a third party)

13.

Miscellaneous

AWMS is a broker-dealer affiliate of the investment adviser for ASIF, is registered with the SEC and is a member of FINRA. AWMS does not sell securities directly to the general public. Rather, AWMS’s primary business is the wholesale distribution of Ares’ managed or affiliated products. Sales to retail customers are generally conducted on a wholesale basis through other broker-dealers, investment advisers and banks. AWMS does not make any investment recommendations nor provide investment advice to investors and has not, and is not responsible for, evaluating whether or not an investment in the shares of ASIF is in the best interest of the investor.

If investors participating in the Distribution Reinvestment Plan or making subsequent purchases of shares of ASIF experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 12 above, they are asked to promptly notify ASIF and the Broker- Dealer through whom the investor is purchasing shares in writing. The Broker-Dealer may notify ASIF if an investor participating in the Distribution Reinvestment Plan can no longer make the representations or warranties set forth in Section 12 above, and ASIF may rely on such notification to terminate such investor’s participation in the Distribution Reinvestment Plan.

No sale of shares may be completed until at least five business days after you receive the final Prospectus. To be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price at least five business prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.

All items on the subscription agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the Prospectus in its entirety for a complete explanation of an investment in the shares of ASIF.

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Please mail completed subscription agreement (with all signatures) and check(s) payable to: Ares Strategic Income Fund
Direct Overnight Mail: Ares Strategic Income Fund c/o SS&C GIDS, Inc. 801 Pennsylvania Ave., Suite 219270 Kansas City, MO 64105-1307	P.O. Box: Ares Wealth Management Solutions c/o SS&C GIDS, Inc. P.O. Box 219270 Kansas City, MO 64105-1307

Ares Strategic Income Fund Contact Information:

Phone: 866.324.7348

Website: areswms.com

Email: WMSoperations@aresmgmt.com

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					ARES-6068-0323



Investor Name


Subscription Agreement — RIAs
CLASS D SHARES AND CLASS I SHARES Originally effective as of March 2023, updated April 23, 2025					Ares Strategic Income Fund


1. Investment — See payment instructions on next page
Please check the appropriate box:
☐ Initial Investment — please see investment minimum in Section 3.					Total $ Invested

☐ Additional Investment
$



	Account # (for existing investors)


	State of Sale

2. Investment Method

		☐ By Mail — Attach a check made payable to Ares Strategic Income Fund (“ASIF”).
		☐ By Wire — Account Name: UMB Bank, N.A., Kansas City, MO 64106
			ABA Routing Number: 101000695
			Account Number: 9871976114
			Beneficiary: Ares Strategic Income Fund

		Please request when sending a wire that the wire reference the investor’s name and account number (if applicable) in order to assure that the wire is credited to the proper account.

3. Share Class

Please consult with your financial professional regarding the share class and fee structure of your investment and check one of the following options. The prospectus of ASIF, as amended and supplemented as of the date hereof (the “Prospectus”), contains additional information regarding the different share classes.

☐ Share Class I —** Fund #8006 The minimum investment is $1,000,000 (unless waived by dealer manager)				☐ Share Class D —** Fund #8005 The minimum investment is $2,500

** Available for certain fee-based wrap accounts and other eligible investors as disclosed in the Prospectus.

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4. Type of Ownership (All authorized owners must sign in Section 11)

A. Is your investment held through a custodian or through a brokerage/advisory account?

☐ Yes	☐ No

If yes, please complete the Section below and deliver the completed subscription agreement to your custodian, broker-dealer, or investment adviser.

Name of Custodian or Broker-Dealer


Account #

B. Please select one type of ownership below

Non-Qualified
☐ Individual Ownership		Qualified
☐ Transfer on Death		☐ Traditional IRA
Fill out Transfer on Death Form to effect designation. (Available through your financial professional)

☐ Joint Tenants with Rights of Survivorship		☐ Roth IRA
☐ Transfer on Death		☐ Decedent IRA
Fill out Transfer on Death Form to effect designation. (Available through your financial professional)
			Name of Deceased

☐ Tenants in Common

☐ Community Property		☐ Simplified Employee Pension/Trust (SEP)

☐ Uniform Gift to Minors Act

☐ Plan		☐ Other (Specify)
Additional documentation required in Section 5C.

☐ Trust
Additional documentation required in Section 5C.

☐ Corporation/Partnership
Additional documentation required in Section 5C.
☐ Other (Specify)

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5. Subscriber Information

A. Investor Name — Investor/Trustee/Executor/Authorized Signatory Information

Residential street address MUST be provided. See Section 6 if mailing address is different than residential street address

First Name

Last Name

Social Security/Taxpayer ID #

Date of Birth (MM/DD/YYYY)

Telephone #

E-mail Address

Residential Address (no P.O. Box)

Street Address

City

State

ZIP

Mailing Address (if different from above)

Street Address

City

State

ZIP

Please Indicate Citizenship Status

☐ U.S. Citizen

☐ Resident Alien

☐ Non-Resident Alien

B. Co-Investor Name — Co-Investor/Co-Trustee/Co-Authorized Signatory Information, if applicable

First Name

Last Name

Social Security/Taxpayer ID #

Date of Birth (MM/DD/YYYY)

Telephone #

Residential Address (no P.O. Box)

Street Address

City

State

ZIP

Mailing Address (if different from above)

Street Address

City

State

ZIP

Please Indicate Citizenship Status

☐ U.S. Citizen

☐ Resident Alien

☐ Non-Resident Alien

C. Entity Information — Retirement Plan/Trust/Corporation/Partnership/Other

(Trustee(s) and/or Authorized Signatory(s) information MUST be provided in Sections 5A and 5B)

Entity Name

Entity Tax ID #

Date of Formation

Entity Type (Select one — required)

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☐ Retirement Plan

☐ LLC (Plan documentation required)

☐ Taxable Trust (First and last pages of the trust document required)

☐ Partnership (Plan documentation required)

☐ Tax-exempt Trust (First and last pages of the trust document required)

☐ Estate (Letter of Testamentary required)

☐ S-Corp (Corporate Resolution required)

☐ Other (Specify)

☐ C-Corp (Corporate Resolution required)

6. Contact Information (If different than provided in Section 5A)

Mailing Address

City

State

ZIP

E-mail Address

7. Electronic Delivery Form (Optional)

Initials

I consent to electronic delivery

E-mail Address

If blank, the e-mail address provided in Section 5A will be used.

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8. Distributions

Only complete the following information if you do not wish to enroll in the Distribution Reinvestment Plan.

Non-Custodial Ownership

☐ I prefer that my distribution be deposited directly into the account listed in Section 9.

☐ I prefer that my distribution be paid by check and sent to the address listed in Section 5.

Custodial Ownership

☐ I prefer that my distribution be sent to my custodian for deposit into my custodial account cited in Section 4.

For custodial accounts, if you elect cash distributions, the funds must be sent to the custodian.

If you wish to enroll in the Distribution Reinvestment Plan, check this box: ☐

9. Bank or Brokerage Account Information

Complete this Section ONLY if you do NOT wish to enroll in the Distribution Reinvestment Plan and you instead elect to receive cash distributions. I authorize ASIF or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify ASIF in writing to cancel it. In the event that ASIF deposits funds erroneously into my account, it is authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

Name of Financial Institution

Street Address

City

State

ZIP

Name(s) on Account

ABA Numbers/Bank Account Number

Account Number

☐ Checking (Attach a voided check.)

☐ Savings (Attach a voided deposit slip.)

☐ Brokerage

10. Registered Investment Adviser (To be completed by the Registered Investment Adviser (RIA)).

The Registered Investment Adviser (“RIA”) or authorized representative (“RIA Representative”) must sign below to complete the order. The undersigned confirms by its signature, on behalf of the RIA, that it (i) has reasonable grounds to believe that the information and representations concerning the investor(s), including the eligibility to purchase shares, identified herein are true, correct and complete in all respects; (ii) has verified that the form of ownership selected is accurate, secured all identifying and supporting documents, including, without limitation, copies of trust agreements, where applicable, and, if other than individual ownership, has verified that the individual executing on behalf of the investor(s) is properly authorized and identified; (iii) has discussed such investor’s or investors prospective purchase of shares with such investor(s) and (iv) has advised such investor(s) of all pertinent facts with regard to the liquidity and marketability of the shares.

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The RIA is not authorized or permitted to give and represents that it has not given, any information or any representation concerning the shares except as set forth in the Prospectus and any additional sales literature which has been approved in advance in writing by ASIF (“Supplemental Information”). ASIF has supplied the RIA with the Prospectus as well as any Supplemental Information, for delivery to the investor(s), and the RIA has delivered a copy of the Prospectus to the investor(s) (x) prior to or simultaneously with the first delivery of Supplemental Information or any other materials regarding ASIF to such investor(s) and (y) at

least five (5) business days prior to the RIA and such investor(s) signing this subscription agreement. The RIA represents that it has not shown or given to the investor(s) or reproduced any material or writing which was supplied to it by ASIF or its agents and marked “RIA only” or otherwise bearing a legend denoting that it is not to be shared with or given to investors. The RIA further represents that it will retain such documents and records as required under applicable law and will make such documents available to (a) ASIF upon request; and (b) representatives of the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”) and applicable state securities administrators upon ASIF’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency.

The RIA hereby agrees to, and shall, indemnify and hold harmless Ares Wealth Management Solutions, LLC (“AWMS”), ASIF, their respective affiliates, and any members, principals, directors, officers, partners, employees or agents of the foregoing (collectively, “Ares Affiliates”), against any and all direct or third-party claims, losses, damages, or liabilities, joint or several, including but not limited to any claims, losses, damages, or liabilities relating to or regarding the suitability of the investment for the investor, whether or not the investment was in the best interest of the investor, and/or any claims relating to statements made by

the RIA to the investor with respect to the purchase of shares or otherwise with respect to ASIF (including any investigative, legal, and other costs and expenses reasonably incurred in connection with, and any amounts paid in settlement of any action, suit, proceeding, or legislative or regulatory inquiry) (collectively “Claims”), for which any of the Ares Affiliates may become subject, to the extent that such Claims arise out of or are based upon: (i) the RIA’s fraud, willful default, or negligence; or (ii) the RIA’s (a) violation of applicable law or regulation, (b) misrepresentation to the investor(s), (c) breach of any warranty or representation of the RIA herein, (d) unauthorized use of ASIF’s sales materials, use of any documents other than as permitted pursuant to this subscription agreement and the Prospectus, or use of unauthorized verbal representations concerning ASIF or any class of ASIF’s shares, or (e) material failure to fulfill any covenant or agreement of the RIA contained herein.

If the RIA is obligated to provide indemnification pursuant to this subscription agreement, the RIA shall not be liable under the indemnification provisions of this subscription agreement with respect to a party or other person entitled to indemnification hereunder (the “Indemnified Party”) unless such Indemnified Party shall have notified the RIA in writing within a reasonable time after notice giving information of the nature of the claim shall have been received by such Indemnified Party, but failure to notify the RIA of any such claim shall not relieve the RIA from any liability that it may have to the Indemnified Party against whom such claim is made, except to the extent that the failure to notify results in the failure of actual notice to the RIA and such indemnifying party is materially damaged by being unable effectively to defend such claim solely as a result of failure to give or delay in giving such notice.

In case an action is brought directly against the Indemnified Party, or the Indemnified Party becomes directly involved in the action, the RIA will be entitled to participate, at its own expense, in the defense thereof. The RIA also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party in its reasonable judgment. After notice from the RIA to the Indemnified Party of the RIA’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the RIA will not be liable to such party under this subscription agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the RIA and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the RIA and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between or among them. The RIA shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent, the RIA agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement. The RIA may settle any Claim covered by indemnification hereunder, provided such settlement involves solely the payment of money and a complete and total release from said Claim. The Indemnified Party shall not unreasonably withhold consent to any settlement which does not involve injunctive relief. A successor by law of the Indemnified Parties shall be entitled to the benefits of the indemnification contained in this subscription agreement.

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The RIA represents that it is presently registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and has complied with registration or notice filing requirements of the appropriate regulatory agency of each state in which the RIA has clients or is exempt from such registration requirements. The RIA represents that it is in compliance with all the applicable requirements imposed upon it under (a) the Securities Act of 1933, as amended, the Securities and Exchange

Act of 1934, as amended, the Advisers Act and the rules and regulations of the SEC promulgated under each such act, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state and federal laws and regulations applicable to the activities of the RIA pursuant to this subscription agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999, and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC, the Bank Secrecy Act, as amended, and the sanctions programs administered by the Office of Foreign Assets Control (“OFAC”); and (d) this subscription agreement and the Prospectus as amended and supplemented. The RIA’s acceptance of this subscription agreement constitutes a representation to ASIF that the RIA is a properly registered or licensed registered investment adviser, duly authorized to perform those activities contemplated by this subscription agreement under federal and state securities laws and regulations and in the states in which such activities occur.

The RIA acknowledges that the subscriber who purchases shares pursuant to this subscription agreement is a “customer” of the RIA and not of ASIF, AWMS, or their affiliates. The RIA hereby represents and warrants that (a) it has implemented its own anti-money laundering program that is consistent with the requirements of 31 U.S.C. 5318(h) and will update such anti-money laundering program as necessary to implement changes in applicable laws and guidance; (b) it (or its agent) has implemented and maintained a customer identification program (“CIP”) consistent with the requirements of Section 326 of the USA PATRIOT Act and analogous to the CIP rule requirements applicable to broker-dealers in securities (31 C.F.R. § 1023.220) or mutual funds (31 C.F.R. § 1024.220), and the CDD Rule requirements as outlined in 31 C.F.R. § 1010.230, and a customer due diligence (“CDD”) program consistent with the requirements of 31 C.F.R. § 1010.230; (c) it monitor for and promptly disclose to ASIF potentially suspicious or unusual activity detected as part of the CIP and/or CDD Rule procedures being performed in order to enable ASIF (or its agent) to file a suspicious activity report, as appropriate based on ASIF’s judgment; (d) check the names of new and existing customers against government watch lists, including OFAC’s Specially Designated Nationals And Blocked Persons List. The RIA agrees to notify ASIF immediately if the RIA is subject to any SEC disclosure event or a fine from the SEC related to foregoing. Upon request by ASIF (or its agent) at any time, the RIA hereby agrees to furnish (i) a copy of its AML Program to ASIF (or its agent) for review, and (b) a copy of the findings and any remedial actions taken in connection with the RIA’s most recent independent testing of its AML Program (as applicable).

The RIA represents and warrants that: (a) it is not a registered broker-dealer, that its activities do not require it to register as a broker-dealer under any federal or state laws, and that no RIA Representative is licensed or registered with a registered broker-dealer or required to so be so licensed or registered; or (b) to the extent that the RIA is also registered as broker-dealer, or that the RIA Representatives are also licensed or registered with a registered broker-dealer, the RIA and the RIA Representative are appropriately licensed and registered under federal and state law and regulations, and members of and licensed with each applicable self-regulatory organization (“SRO”), including FINRA, and that the RIA and each RIA Personnel has complied with all federal, state and SRO requirements applicable to the activities contemplated under this subscription agreement.

The RIA and the RIA Representatives understand and acknowledge that they are not be entitled to any compensation from the Ares Affiliates in respect of any services it provides to the investor(s), including but not limited to the matters described herein and/or investments by the investor(s) in ASIF.

The RIA represents that the investor(s) meet(s) the financial qualifications set forth in the Prospectus or in any letter, memorandum or other communication sent to it by ASIF and a person who is eligible to purchase the applicable class of shares as described in the Prospectus. The RIA has made every reasonable effort to determine that the purchase of shares and, if applicable, the election to participate in the distribution reinvestment plan by the investor is a suitable and appropriate investment for such investor. In making this determination, the RIA has ascertained that the investor: (a) meets the minimum income and net worth standards established for ASIF, as described in the Prospectus; (b) can reasonably benefit from the investment in ASIF based on the prospective investor’s overall investment objectives and portfolio structure; (c) is able to bear the economic risk of the investment based on the prospective investor’s overall financial situation; and (d) has apparent understanding of (1) the fundamental risks of the investment; (2) the risk that the investor may lose the entire investment; (3) the lack of liquidity of the shares; (4) the restrictions on transferability of the shares; (5) the tax consequences of the investment; and (6) the background of ASIF’s external adviser. The RIA has made this determination on the basis of information it has obtained from the investor(s), including at least the

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age, investment objectives, investment experiences, income, net worth, financial situation, and other investments of the prospective investor(s), as well as any other pertinent factors. The undersigned further represents and certifies that the RIA has delivered its Form CRS to the investor(s) and has delivered its Form CRS to all other retail customers of the RIA who have invested in ASIF. The RIA agrees to maintain records of the information used to determine that an investment in shares is suitable and appropriate for the investor for a period of six years. The RIA further agrees to make the suitability records available to the Ares Affiliates upon request and to make them available to regulators and self-regulatory bodies upon ASIF’s receipt of a subpoena or other appropriate document request from such agency.

The RIA shall return this completed subscription agreement and any other applicable paperwork and a check or wire transfer in the amount of the investor’s purchase to a location mutually agreed upon by the RIA and ASIF, as set forth in this subscription agreement or other applicable paperwork. With respect to any use by the RIA of electronic delivery of the Prospectus and Supplemental Information and electronic signature of the subscription agreement, the RIA represents and warrants that it will comply with (a) all applicable rules, regulations and guidelines issued by the SEC, the North American Securities Administrators Association, Inc. (NASAA) and individual state securities administrators and any other applicable laws or regulations and guidelines pertaining to electronic delivery of the Prospectus and Supplemental Information and electronic signature of the subscription agreement; (b) all of the applicable requirements set forth in the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures, as may be amended from time to time (the “Statement of Policy”) in every U.S. jurisdiction irrespective of whether the jurisdiction has adopted the Statement of Policy; and (c) the Electronic Signatures in the Global and National Commerce Act and the Uniform Electronic Transactions Act, to the extent applicable, as adopted in each applicable jurisdiction and any other applicable laws. The RIA acknowledges that it is acting as an agent of ASIF only with respect to the delivery of the Prospectus and Supplemental Information electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent its actions are in compliance with the Statement of Policy and the provisions of this subscription agreement.

AWMS will arrange for ASIF to provide the RIA with access to account records of the investor. The RIA represents that the investor has authorized the RIA to receive such information. The RIA confirms that it has and will continue to have in place internal privacy policies and procedures governing the disclosure of such information, and agrees to abide by and comply in all respects with the privacy standards and requirements of applicable federal or state law and its internal privacy policies and procedures.

Any Claim arising between an Ares Affiliates and/or the RIA (collectively, the “Parties”) relating to this subscription agreement or a securities offering made by ASIF (collectively, a “Claim”) (whether such Claim arises under any Federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Any matter to be settled by arbitration shall be submitted to the AAA in Denver, Colorado, which shall be the exclusive venue for any such dispute and the Parties agree to abide by all awards rendered in such proceedings. The Parties shall attempt to designate one arbitrator from the AAA, but if they are unable to do so, then the AAA shall designate an arbitrator. Any arbitrator selected by the Parties or the AAA shall be a qualified person who has experience with complex securities disputes. The arbitration shall be final, binding, and enforceable in any court of competent jurisdiction. The Parties agree that upon application pursuant to the provisions of the Federal Arbitration Act 9 USC § 1 et seq. the court shall enter a judgment upon an award made pursuant to an arbitration under this subscription agreement.

The RIA agrees that ASIF or an Ares Affiliate may file an action to enjoin the RIA from pursuing any Claim arising between the Parties in any forum or venue other than that specified in this subscription agreement (“Suit for Injunctive Relief”). The exclusive venue for any Suit for Injunctive Relief, Motion to Confirm, Motion to Modify, or Motion to Vacate an award made under this subscription agreement shall be the United States District Court for the District of Colorado, Denver Division. In the event the United States District Court for the District of Colorado does not have subject matter jurisdiction, then such exclusive jurisdiction shall be in the District Court of Denver County, Colorado. The RIA hereby consents to the jurisdiction of the United States District Court for the District of Colorado, Denver Division and the District Court of Denver County, Colorado for purposes of this subscription agreement and waives any right to challenge the exercise of personal jurisdiction or venue in connection with any Claim brought pursuant to this subscription agreement. This arbitration provision shall be binding upon the past, present, and future

agents, employees, and representatives of the Parties.

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The undersigned further confirms by its signature, on behalf of the RIA that, to the extent the investor identified herein is a plan, plan fiduciary, plan participant or beneficiary, IRA, or IRA owner subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA) or Section 4975 of the Internal Revenue Code of 1986, as amended (Code): (i) there is no financial interest, ownership interest, or other relationship, agreement, or understanding that would limit its ability to carry out its fiduciary responsibility to such investor beyond the control, direction, or influence of other persons involved in such investor’s purchase of shares; (ii) it is capable of evaluating investment risk independently, both in general and with regard to particular transactions and investment strategies; and (iii) it is a fiduciary under ERISA or the Code, or both, with respect to such investor’s purchase of shares, and it is responsible for exercising independent judgment in evaluating such investor’s purchase of shares.

The undersigned confirms that the investor(s) meet the suitability standards set forth in the Prospectus and that the suitability provisions in section 11 of this subscription agreement have been discussed with the investor(s), if applicable, for their state of residence.




Name of RIA Representative			Name of RIA Firm



Mailing Address			RIA IARD#



City	State	ZIP	Name of Clearing Firm



CRD#	Telephone Number	E-mail Address



Signature — RIA Representative



Operations Contact (not required)

Please be aware that ASIF, Ares Capital Management LLC (the “Adviser”), AWMS and their respective officers, directors, employees and affiliates are not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with ASIF’s public offering or the purchase of ASIF’s common stock and that the Adviser and AWMS have financial interests associated with the purchase of ASIF’s common stock, as described in the Prospectus, including fees, expense reimbursements and other payments they anticipate receiving from ASIF in connection with the purchase of ASIF’s common shares of beneficial interest.

No sale of shares may be completed until at least five (5) business days after you receive the final Prospectus. All items on this subscription agreement must be completed in order for a subscription to be processed. Subscribers should read the Prospectus in its entirety. For investors participating in the Distribution Reinvestment Plan or making additional purchases of shares, we request that such investors promptly notify ASIF and the RIA in writing if they experience a material change to their financial condition, including failure to meet the minimum income and net worth standards applicable to such investor, and can no longer make the representations and warranties set forth in section 10.

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11. Subscriber Signatures

A. All Items in this Section 11 must be read and initialed.


	Investor	Co-Investor
a) I have received the Prospectus for ASIF at least five business days prior to the date hereof.	(a) Initials	Initials
b) I have (A) a minimum net worth (not including home, home furnishings and personal automobiles) of at least $250,000, or (B) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000.	(b) Initials	Initials
c) In addition to the general suitability requirements described above, I meet the higher suitability requirements, if any, imposed by my state of primary residence as set forth in the Prospectus under “SUITABILITY STANDARDS.”	(c) Initials	Initials
d) If I am an entity that was formed for the purpose of purchasing shares, each individual that owns an interest in such entity meets the general suitability requirements described above.	(d) Initials	Initials
e) I acknowledge that there is no public market for the shares, shares of this offering are not liquid and appropriate only as a long-term investment.	(e) Initials	Initials
f) I acknowledge that the shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.	(f) Initials	Initials
g) I am purchasing the shares for my own account, or if I am purchasing shares on behalf of a trust or other entity of which I am a trustee or authorized agent, I have due authority to execute this subscription agreement and do hereby legally bind the trust or other entity of which I am trustee or authorized agent.	(g) Initials	Initials
h) I acknowledge that ASIF may enter into transactions with Ares affiliates that involve conflicts of interest as described in the Prospectus.	(h) Initials	Initials
i) I acknowledge that subscriptions must be submitted at least five business days prior to first day of each month my investment will be executed as of the first day of the applicable month at the NAV per share as of the day preceding day. I acknowledge that I will not know the NAV per share at which my investment will be executed at the time I subscribe and the NAV per share will generally be made available at https://areswms.com/solutions/asif/ as of the last calendar day of each month within 20 business days of the last calendar day of each month.	(i) Initials	Initials

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		Investor		Co-Investor
j) I acknowledge that my subscription request will not be accepted any earlier than two business days before the first calendar day of each month. I acknowledge that I am not committed to purchase shares at the time my subscription order is submitted and I may cancel my subscription at any time before the time it has been accepted as described in the previous sentence. I understand that I may withdraw my purchase request by notifying the transfer agent, through my financial intermediary or directly on ASIF’s toll-free, automated telephone line, 888-310-9352.		(j) Initials		Initials

B.	If you live in any of the following states, please complete Section 11C: Alabama, California, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Missouri, Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Oregon, Pennsylvania, Puerto Rico, Tennessee, and Vermont.

I declare that the information supplied in this subscription agreement is true and correct and may be relied upon by ASIF. I acknowledge that the Broker-Dealer/Financial Advisor (Broker-Dealer/Financial Advisor of record) indicated in Section 10 of this subscription agreement and its designated clearing agent, if any, will have full access to my account information, including the number of shares I own, tax information (including the Form 1099) and redemption information. Investors may change the Broker-Dealer/Financial Advisor of record at any time by contacting ASIF Investor Relations at the number indicated below.

Investors in the following states have the additional suitability standards as set forth below.


	Investor	Co-Investor
a) If I am an Alabama resident, in addition to the suitability standards set forth above, an investment in ASIF will only be sold to me if I have a liquid net worth of at least 10 times my investment in ASIF and its affiliates.	(a) Initials	Initials
b) If I am a California resident, in addition to the suitability standards set forth above, I may not invest more than 10% of my liquid net worth in ASIF.	(b) Initials	Initials
c) If I am an Idaho resident, I must have either (a) a liquid net worth of $85,000 and annual gross income of $85,000 or (b) a liquid net worth of $300,000. Additionally, the total investment in ASIF shall not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.	(c) Initials	Initials
d) If I am an Iowa resident, I (i) have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000 (net worth should be determined exclusive of home, auto and home furnishings). If I am not an “accredited investor” as defined in Regulation D under the Securities Act of 1993, as amended, my investment in this offering and in the securities of other non-traded business development companies may not exceed 10% of my net worth.	(d) Initials	Initials

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	Investor	Co-Investor
e) If I am a Kansas resident, I understand that the Securities Commissioner of Kansas recommends that I limit my aggregate investment in the securities of Ares Strategic Income Fund and other similar investments to not more than 10 percent of my liquid net worth. Liquid net worth shall be defined as that portion of the purchaser’s total net worth that is comprised of cash, cash equivalents, and readily marketable securities, as determined in conformity with GAAP.	(e) Initials	Initials
f) If I am a Kentucky resident, I may not invest more than 10% of my liquid net worth in ASIF or its affiliates. “Liquid net worth” is defined as that portion of net worth that is comprised of cash, cash equivalents and readily marketable securities.	(f) Initials	Initials
g) If I am a Maine resident, I acknowledge that it is recommended by the Maine Office of Securities that my aggregate investment in this offering and other similar direct participation investments not exceed 10% of my liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.	(g) Initials	Initials
h) If I am a Massachusetts resident, in addition to the suitability standards set forth above, I may not invest more than 10% of my liquid net worth in ASIF, in public, non-traded business development companies, in public, non-traded real estate investment trusts, and other illiquid direct participation programs. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.	(h) Initials	Initials
i) If I am a Missouri resident, no more than ten percent (10%) of my liquid net worth shall be invested in securities being registered in this offering.	(i) Initials	Initials
j) If I am a Nebraska resident, I must have (i) either (a) an annual gross income of at least $70,000 and a net worth of at least $70,000, or (b) a net worth of at least $250,000; and (ii) I must limit my aggregate investment in this offering and the securities of other business development companies to 10% of such investor’s net worth. Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933 are not subject to the foregoing investment concentration limit.	(j) Initials	Initials
k) If I am a New Jersey investor, I must have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home furnishings, and automobiles, minus total liability) that consists of cash, cash equivalent and readily marketable securities. In addition, I acknowledge that my investment in Ares Strategic Income Fund, its affiliates, and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs, and commodity pools but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of my liquid net worth.	(k) Initials	Initials

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	Investor	Co-Investor
l) Additionally, I acknowledge that the Class S shares, Class D shares and Class I shares will be subject to upfront placement fees or brokerage commissions of up to 3.5% of NAV for Class S shares, 2.0% of NAV for Class D shares and 2.0% of NAV for Class I shares. Class S and D shares are subject to a distribution and shareholder servicing fee equal to up to 0.85% per annum of the aggregate NAV of the respective outstanding Class S shares, and with respect to the D shares, an amount equal to up to 0.25% per annum of the aggregate NAV of the outstanding Class D shares. These fees will reduce the amount of the purchase price that is available for investment and will cause the per share purchase price to be greater than the estimated value per share that will be reflected on my account statement (by broker dealers reporting a valuation calculated in accordance with FINRA Rule 2331(c)(1)(A) relating to net investment valuation guidelines). These fees may also reduce the amount of distributions that are paid with respect to Class S and D shares.	(l) Initials	Initials
m) If I am a New Mexico resident, in addition to the general suitability standards listed above, I may not invest, and I may not accept from an investor more than ten percent (10%) of my liquid net worth in shares of ASIF, its affiliates and in other non-traded business development companies. Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities.	(m) Initials	Initials
n) If I am a North Dakota resident who is not an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, I have a net worth of at least ten times my investment in ASIF’s common stock.	(n) Initials	Initials
o) If I am an Ohio resident, it is unsuitable to invest more than 10% of my liquid net worth in the issuer, affiliates of the issuer, and in any other non- traded business development company. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles minus, total liabilities) comprised of cash, cash equivalents and readily marketable securities.	(o) Initials	Initials
p) If I am an Oklahoma resident, my investment in ASIF may not exceed 10% of my liquid net worth.	(p) Initials	Initials
q) If I am an Oregon resident, in addition to the suitability standards set forth above, I may not invest more than 10% of my liquid net worth. Liquid net worth is defined as net worth excluding the value of the investor’s home, home furnishings and automobile.	(q) Initials	Initials
r) If I am a Pennsylvania resident, I may not invest more than 10% of my liquid net worth in ASIF.	(r) Initials	Initials
s) If I am a Puerto Rico resident, I may not invest more than 10% of my liquid net worth in ASIF, its affiliates and other non-traded business development companies. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles minus total liabilities) consisting of cash, cash equivalents and readily marketable securities.	(s) Initials	Initials
t) If I am a Tennessee resident who is not an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, my investment in ASIF common stock may not exceed 10% of my net worth.	(t) Initials	Initials

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		Investor		Co-Investor
u) If I am a Vermont resident and I am an accredited investor in Vermont, as defined in 17 C.F.R. § 230.501, I may invest freely in this offering. In addition to the suitability standards described above, if I am non-accredited Vermont investors, I may not purchase an amount in this offering that exceeds 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings or automobiles) minus total liabilities.		(u) Initials		Initials

12.

Substitute IRS Form W-9 Certifications (required for U.S. investors)

Under penalties of perjury, I certify that:

The number shown on this subscription agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

I am a U.S. citizen or other U.S. person (including a resident alien) (defined in IRS Form W-9); and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

●

We have a limited operating history and there is no assurance that we will achieve our investment objective.

●

You should not expect to be able to sell your common shares regardless of how we perform.

●

You should consider that you may not have access to the money you invest for an extended period of time.

●

We do not intend to list our common shares on any securities exchange, and we do not expect a secondary market in our common shares to develop prior to any listing.

●

Because you may be unable to sell your common shares, you will be unable to reduce your exposure in any market downturn.

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●

We have implemented a share repurchase program pursuant to which we intend to offer to repurchase, at the discretion of our Board of Trustees, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. In addition, to the extent we offer to repurchase our Common Shares in any particular quarter, any such repurchases will be at prices equal to the NAV per share as of the last calendar day of the applicable month designated by our Board of Trustees, except that ASIF deducts 2.00% from such NAV for shares that have not been outstanding for at least one year. Such share repurchase prices may be lower than the price at which you purchase our common shares in this offering. You should not expect to be able to sell your common shares regardless of how we perform.

●

An investment in our common shares is not suitable for you if you need access to the money you invest.

●

Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by our investment adviser or its affiliates made pursuant to our Expense Support and Conditional Reimbursement Agreement that may be subject to reimbursement by us to our investment adviser or its affiliates. The repayment of any amounts owed to our investment adviser or our affiliates will reduce future distributions to which you would otherwise be entitled.

●

We use and expect to continue to use leverage, which magnifies the potential for loss on amounts invested in us.

●



Signature of Investor	Date


Signature of Co-Investor or Custodian (If applicable)	Date

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(Must be signed by custodian or trustee if plan is administered by a third party)

13.

Miscellaneous

AWMS is a broker-dealer affiliate of the investment adviser for ASIF, is registered with the SEC and is a member of FINRA. AWMS does not sell securities directly to the general public. Rather, AWMS’ primary business is the wholesale distribution of Ares’ managed or affiliated products. Sales to retail customers are generally conducted on a wholesale basis through other broker-dealers, investment advisers and banks. AWMS does not make any investment recommendations nor provide investment advice to investors and has not, and is not responsible for, evaluating whether or not an investment in the shares of ASIF is in the best interest of the investor.

If investors participating in the Distribution Reinvestment Plan or making subsequent purchases of shares of ASIF experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 12 above, they are asked to promptly notify ASIF and the RIA through whom the investor is purchasing shares in writing. The RIA may notify ASIF if an investor participating in the Distribution Reinvestment Plan can no longer make the representations or warranties set forth in Section 12 above, and ASIF may rely on such notification to terminate such investor’s participation in the Distribution Reinvestment Plan.


Please mail completed subscription agreement (with all signatures) and check(s) payable to: Ares Strategic Income Fund
Direct Overnight Mail: Ares Strategic Income Fund c/o SS&C GIDS, Inc. 801 Pennsylvania Ave., Suite 219270 Kansas City, MO 64105-1307	P.O. Box: Ares Wealth Management Solutions c/o SS&C GIDS, Inc. P.O. Box 219079 Kansas City, MO 64121-0979

Ares Strategic Income Fund Contact Information:

Phone: 866.324.7348

Website: areswms.com

Email: WMSoperations@aresmgmt.com

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Ares Strategic Income Fund

Maximum Offering of $15,000,000,000 in Common Shares

PROSPECTUS

We have not authorized anyone to provide any information other than that contained in this prospectus or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. No dealer, salesperson or other person is authorized to make any representations other than those contained in this prospectus and supplemental literature authorized by Ares Strategic Income Fund and referred to in this prospectus, and, if given or made, such representations must not be relied upon. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities. You should not assume that the delivery of this prospectus or that any sale made pursuant to this prospectus implies that the information contained in this prospectus will remain fully accurate and correct as of any time subsequent to the date of this prospectus.

April 23, 2025

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PART C

Other Information

Item 25. Financial Statements and Exhibits

(1) Financial Statements

The following financial statements of Ares Strategic Income Fund are included in Part A of this Registration Statement.

INDEX TO CONSOLIDATED FINANCIAL STATEMENT


Report of Independent Registered Public Accounting Firm (KPMG LLP, Los Angeles, California, PCAOB ID 185)	F-2
Consolidated Statement of Assets and Liabilities as of December 31, 2024 and 2023	F-4
Consolidated Statement of Operations for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022	F-5
Consolidated Schedules of Investments as of December 31, 2024 and 2023	F-6
Consolidated Statement of Changes in Net Assets for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022	F-57
Consolidated Statement of Cash Flows for the years ended December 31, 2024 and 2023 and the period from December 5, 2022 (commencement of operations) to December 31, 2022	F-58
Notes to Consolidated Financial Statements	F-59

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(2) Exhibits


(a)(1)		Fourth Amended and Restated Declaration of Trust of the Registrant (incorporated by reference to Exhibit 3.1 to the Fund’s Current Report on Form 8-K, filed on May 25, 2023).
(b)		Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Fund’s Current Report on Form 8-K, filed on May 25, 2023).
(d)(1)		Third Amended and Restated Multiple Class Plan (incorporated by reference to Exhibit 10.3 to the Fund’s Current Report on Form 10-Q, filed on August 13, 2024).
(d)(2)		Indenture, dated as of June 5, 2024, by and between Ares Strategic Income Fund and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Fund’s Current Report on Form 8-K, filed on June 5, 2024).
(d)(3)		First Supplemental Indenture, dated as of June 5, 2024, relating to the 6.350% Notes due 2029, between Ares Strategic Income Fund and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Fund’s Current Report on Form 8-K, filed on June 5, 2024).
(d)(4)		Form of 6.350% Notes due 2029 (incorporated by reference to Exhibit 4.3 to the Fund’s Current Report on Form 8-K, filed on June 5, 2024).
(d)(5)		Second Supplemental Indenture, dated as of October 2, 2024, relating to the 5.600% Notes due 2030, between Ares Strategic Income Fund and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Fund’s Current Report on Form 8-K, filed on October 2, 2024).
(d)(6)		Form of 5.600% Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Fund’s Current Report on Form 8-K, filed on October 2, 2024).
(d)(7)		Indenture, dated as of November 14, 2024, by and between Ares Direct Lending CLO 3 LLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Fund’s Current Report on Form 8-K, filed on November 20, 2024).
(d)(8)		Form of Class A-1 Senior Floating Rate Notes due 2037 (incorporated by reference to Exhibit 4.2 to the Fund’s Current Report on Form 8-K, filed on November 20, 2024).
(d)(9)		Form of Class A-2 Senior Floating Rate Notes due 2037 (incorporated by reference to Exhibit 4.3 to the Fund’s Current Report on Form 8-K, filed on November 20, 2024).
(d)(10)		Form of Class B Senior Floating Rate Notes due 2037 (incorporated by reference to Exhibit 4.4 to the Fund’s Current Report on Form 8-K, filed on November 20, 2024).
(d)(11)		Form of Subordinated Notes due 2037 (incorporated by reference to Exhibit 4.5 to the Fund’s Current Report on Form 8-K, filed on November 20, 2024).
(d)(12)		Third Supplemental Indenture, dated as of November 21, 2024, relating to the 5.700% Notes due 2028, between Ares Strategic Income Fund and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Fund’s Current Report on Form 8-K, filed on November 21, 2024).
(d)(13)		Form of 5.700% Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Fund’s Current Report on Form 8-K, filed on November 21, 2024).
(d)(14)		Fourth Supplemental Indenture, dated as of January 21, 2025, relating to the 6.200% Notes due 2032, between Ares Strategic Income Fund and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Fund’s Current Report on Form 8-K, filed on January 21, 2025).
(d)(15)		Form of 6.200% Notes due 2032 (incorporated by reference to Exhibit 4.3 to the Fund’s Current Report on Form 8-K, filed on January 21, 2025).
(d)(16)		Indenture and Security Agreement, dated as of April 10, 2025, by and between Ares Direct Lending CLO 5 LLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).
(d)(17)		Form of Class A-1 Senior Floating Rate Notes due 2038 (incorporated by reference to Exhibit 4.2 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).
(d)(18)		Form of Class A-2 Senior Floating Rate Notes due 2038 (incorporated by reference to Exhibit 4.3 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).

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(d)(19)		Form of Class B Senior Floating Rate Notes due 2038 (incorporated by reference to Exhibit 4.4 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).
(d)(20)		Form of Subordinated Notes due 2038 (incorporated by reference to Exhibit 4.5 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).
(e)		Distribution Reinvestment Plan (incorporated by reference to Exhibit (e) to the Fund’s Pre-Effective Registration Statement on Form N-2 (File No. 333-264145), filed on December 2, 2022).
(g)		Third Amended and Restated Investment Advisory and Management Agreement (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on September 12, 2024).
(h)(1)		Intermediary Manager Agreement (incorporated by reference to Exhibit 10.2 in the Fund’s Quarterly Report on Form 10-Q, filed on May 15, 2023).
(h)(2)		Form of Selected Intermediary Manager Agreement (Included as Exhibit A to the Intermediary Manager Agreement) (incorporated by reference to Exhibit 10.2 in the Fund’s Quarterly Report on Form 10-Q, filed on May 15, 2023).
(h)(3)		Distribution and Shareholder Servicing Plan of the Registrant (incorporated by reference to Exhibit 10.6 to the Fund’s Annual Report on Form 10-K, filed on March 14, 2024).
(j)(1)		Custody Agreement (incorporated by reference to Exhibit (j)(1) to the Fund’s Pre-Effective Registration Statement on Form N-2 (File No. 333-264145), filed on December 2, 2022).
(j)(2)		Document Custody Agreement (incorporated by reference to Exhibit (j)(2) to the Fund’s Pre-Effective Registration Statement on Form N-2 (File No. 333-264145), filed on December 2, 2022).
(k)(1)		Second Amended and Restated Administration Agreement (incorporated by reference to Exhibit 10.2 to the Fund’s Current Report on Form 8-K, filed on September 12, 2024).
(k)(2)		Transfer Agency Services Agreement (incorporated by reference to Exhibit (k)(2) to the Fund’s Pre-Effective Registration Statement on Form N-2 (File No. 333-264145), filed on December 2, 2022).
(k)(3)		Expense Support and Conditional Reimbursement Agreement by and among the Registrant and Adviser (incorporated by reference to Exhibit (k)(3) to the Fund’s Pre-Effective Registration Statement on Form N-2 (File No. 333-264145), filed on December 2, 2022).
(k)(4)		Form of Indemnification Agreement by and between the Registrant and each of its Trustees and certain of its officers (incorporated by reference to Exhibit (k)(4) to the Fund’s Pre-Effective Registration Statement on Form N-2 (File No. 333-264145), filed on December 2, 2022).
(k)(5)		Form of Indemnification Agreement by and between the Registrant and members of the Investment Committee of the Adviser (incorporated by reference to Exhibit (k)(5) to the Fund’s Pre-Effective Registration Statement on Form N-2 (File No. 333-264145), filed on December 2, 2022).
(k)(6)		Second Amended and Restated Senior Secured Credit Agreement, dated as of April 15, 2025, by and among Ares Strategic Income Fund, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on April 21, 2025).
(k)(7)		Commitment Increase Agreement, dated as of October 25, 2024, among Ares Strategic Income Fund, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.7 in the Fund’s Quarterly Report on Form 10-Q, filed on November 8, 2024).
(k)(8)		Loan and Servicing Agreement, dated as of July 26, 2023, among ASIF Funding I, LLC, as borrower, Ares Strategic Income Fund, as equityholder and servicer, the lenders from time to time parties thereto, Société Général, as agent, the collateral agent and collateral administrator party, and the document custodian party (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on August 1, 2023).
(k)(9)		Amendment No. 1 to the Loan and Servicing Agreement, dated as of December 19, 2023, among ASIF Funding I, LLC, as borrower, Ares Strategic Income Fund, as equityholder and servicer, the lenders from time to time parties thereto, Société Générale, as agent and swingline lender, the collateral agent and collateral administrator party, and the document custodian party (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on December 22, 2023).
(k)(10)		Amendment No. 2 to the Loan and Servicing Agreement, dated as of February 9, 2024, among ASIF Funding I, LLC, as borrower, Ares Strategic Income Fund, as equityholder and servicer, the lenders from time to time parties thereto, Société Générale, as agent and swingline lender, the collateral agent and collateral administrator party, and the document custodian party (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on February 13, 2024).

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(k)(11)		Amendment No. 3 to the Loan and Servicing Agreement, dated as of February 27, 2024, among ASIF Funding I, LLC, as borrower, Ares Strategic Income Fund, as equityholder and servicer, the lenders from time to time party thereto, Société Générale, as agent and swingline lender, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, and U.S. Bank National Association, as document custodian (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on March 4, 2024).
(k)(12)		Omnibus Amendment to Transaction Documents, dated as of August 28, 2024, among ASIF Funding I, LLC, as borrower, Ares Strategic Income Fund, as servicer, the lenders from time to time party thereto, and Société Générale, as agent and swingline lender (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on August 30, 2024).
(k)(13)		Amendment No. 5 to the Loan and Servicing Agreement, dated as of February 21, 2025, among ASIF Funding I, LLC, as borrower, Ares Strategic Income Fund, as equityholder and servicer, the lenders from time to time party thereto, Société Générale, as agent and swingline lender, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, and U.S. Bank National Association, as document custodian (incorporated by reference to Exhibit 10.21 to the Fund’s Annual Report on Form 10-K, filed on March 10, 2025).
(k)(14)		Credit Agreement, dated as of March 1, 2024, among ASIF Funding II, LLC, as borrower, Ares Strategic Income Fund, as parent and servicer, the lenders from time to time party thereto, The Bank of Nova Scotia, as administrative agent, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, and U.S. Bank National Association, as custodian and document custodian (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on March 6, 2024).
(k)(15)		Amendment No. 1 to Credit Agreement, dated as of August 2, 2024, among ASIF Funding II, LLC, as borrower, Ares Strategic Income Fund, as parent and servicer and The Bank of Nova Scotia, as administrative agent and revolving lender (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on August 7, 2024).
(k)(16)		Amendment No. 2 to Credit Agreement, dated as of August 29, 2024, among ASIF Funding II, LLC, as borrower, Ares Strategic Income Fund, as parent and servicer and The Bank of Nova Scotia, as administrative agent and revolving lender (incorporated by reference to Exhibit 10.5 to the Fund’s Quarterly Report on Form 10-Q, filed on November 8, 2024).
(k)(17)		Amendment No. 3 to Credit Agreement, dated as of October 4, 2024, among ASIF Funding II, LLC, as borrower, Ares Strategic Income Fund, as parent and servicer and The Bank of Nova Scotia, as administrative agent and revolving lender (incorporated by reference to Exhibit 10.6 to the Fund’s Quarterly Report on Form 10-Q, filed on November 8, 2024).
(k)(18)		Amendment No. 4 to Credit Agreement, dated as of April 8, 2025, among ASIF Funding II, LLC, as borrower, Ares Strategic Income Fund, as parent and servicer and The Bank of Nova Scotia, as administrative agent and revolving lender (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).
(k)(19)		Contribution Agreement, dated as of July 26, 2023, among Ares Strategic Income Fund, as transferor, and ASIF Funding I, LLC, as transferee (incorporated by reference to Exhibit 10.2 to the Fund's Current Report on Form 8-K, filed on August 1, 2023).

(k)(20)		Contribution Agreement, dated as of March 1, 2024, among Ares Strategic Income Fund, as transferor, and ASIF Funding II, LLC, as transferee (incorporated by reference to Exhibit 10.2 to the Fund's Current Report on Form 8-K, filed on March 6, 2024).
(k)(21)		Commitment Increase Agreement, dated as of October 25, 2024, among Ares Strategic Income Fund, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.7 in the Fund’s Quarterly Report on Form 10-Q, filed on November 8, 2024).
(k)(22)		Trademark License Agreement (incorporated by reference to Exhibit 10.24 to the Fund’s Annual Report on Form 10-K, filed on March 14, 2024).
(k)(23)		Registration Rights Agreement, dated as of June 5, 2024, relating to the 6.350% Notes due 2029, by and among Ares Strategic Income Fund and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 4.4 to the Fund’s Current Report on Form 8-K, filed on June 5, 2024).
(k)(24)		Registration Rights Agreement, dated as of October 2, 2024, relating to the 5.600% Notes due 2030, by and among Ares Strategic Income Fund and BNP Paribas Securities Corp., BofA Securities, Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 4.3 to the Fund’s Current Report on Form 8-K, filed on October 2, 2024).

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(k)(25)		Registration Rights Agreement, dated as of November 21, 2024, relating to the 5.700% Notes due 2028 by and among Ares Strategic Income Fund and Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 4.3 to the Fund’s Current Report on Form 8-K, filed on November 21, 2024).
(k)(26)		Registration Rights Agreement, dated as of December 2, 2024, relating to the 5.700% Notes due 2028 by and between Ares Strategic Income Fund and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 4.3 to the Fund’s Current Report on Form 8-K, filed on December 3, 2024).
(k)(27)		Registration Rights Agreement, dated as of January 21, 2025, relating to the 6.200% Notes due 2032 by and among Ares Strategic Income Fund and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 4.4 to the Fund’s Current Report on Form 8-K, filed on January 21, 2025).
(k)(28)		Collateral Administration Agreement, dated as of November 14, 2024, by and between Ares Direct Lending CLO 3 LLC, as issuer, Ares Capital Management LLC, as asset manager, and U.S. Bank Trust Company, National Association as collateral administrator (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on November 20, 2024).
(k)(29)		Asset Management Agreement, dated as of November 14, 2024, by and between Ares Direct Lending CLO 3 LLC, as issuer and Ares Capital Management LLC, as asset manager (incorporated by reference to Exhibit 10.2 to the Fund’s Current Report on Form 8-K, filed on November 20, 2024).
(k)(30)		Master Purchase and Sale Agreement, dated as of November 14, 2024, by and between Ares Strategic Income Fund, as seller, and Ares Direct Lending CLO 3 LLC, as buyer (incorporated by reference to Exhibit 10.3 to the Fund’s Current Report on Form 8-K, filed on November 20, 2024).
(k)(31)		Contribution Agreement, dated as of November 14, 2024, by and between Ares Strategic Income Fund, as transferor, and Ares Direct Lending CLO 3 LLC, as transferee (incorporated by reference to Exhibit 10.4 to the Fund’s Current Report on Form 8-K, filed on November 20, 2024).
(k)(32)		Revolving Credit and Security Agreement, dated as of November 26, 2024, among ASIF Funding III, LLC, as borrower, the lenders from time to time party thereto, BNP Paribas, as administrative agent, Ares Strategic Income Fund, as equityholder and servicer, and U.S. Bank Trust Company, National Association, as collateral agent (incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K, filed on December 3, 2024).
(k)(33)		Contribution Agreement, dated as of November 26, 2024, among Ares Strategic Income Fund, as transferor, and ASIF Funding III, LLC, as transferee (incorporated by reference to Exhibit 10.2 to the Fund’s Current Report on Form 8-K, filed on December 3, 2024).
(k)(34)		Facility Agreement, dated as of December 12, 2024, among Ares Dino TopCo 2 Sarl, as parent, Ares Dino Holdco 2 Sarl, as borrower, Goldman Sachs Bank USA, as arranger, Alter Domus Agency Services (UK) Limited, as facility agent, Alter Domus Trustees (UK) Limited, as security agent and trustee and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.41 to the Fund’s Annual Report on Form 10-K, filed on March 10, 2025).
(k)(35)		Class A-1A Credit Agreement, dated as of April 10, 2025, by and among Ares Direct Lending CLO 5 LLC, as borrower, the lenders party thereto, and U.S. Bank Trust Company, National Association, as loan agent and collateral trustee (incorporated by reference to Exhibit 10.2 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).
(k)(36)		Collateral Administration Agreement, dated as of April 10, 2025, by and between Ares Direct Lending CLO 5 LLC, as issuer, Ares Capital Management LLC, as asset manager, and U.S. Bank Trust Company, National Association as collateral administrator (incorporated by reference to Exhibit 10.3 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).
(k)(37)		Asset Management Agreement, dated as of April 10, 2025, by and between Ares Direct Lending CLO 5 LLC, as issuer and Ares Capital Management LLC, as asset manager (incorporated by reference to Exhibit 10.4 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).
(k)(38)		Master Purchase and Sale Agreement, dated as of April 10, 2025, by and between Ares Strategic Income Fund, as seller, and Ares Direct Lending CLO 5 LLC, as buyer (incorporated by reference to Exhibit 10.5 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).
(k)(39)		Contribution Agreement, dated as of April 10, 2025, by and between Ares Strategic Income Fund, as transferor, and Ares Direct Lending CLO 5 LLC, as transferee (incorporated by reference to Exhibit 10.6 to the Fund’s Current Report on Form 8-K, filed on April 14, 2025).
(l)		Opinion of Richards, Layton & Finger, P.A.^*
(n)(1)		Consent of Independent Registered Public Accounting Firm*

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(n)(2)		Report of Independent Registered Accounting Firm (included in the financial statements in Part A of the Registration Statement).
(p)(1)		Initial Subscription Agreement(incorporated by reference to the Exhibit (p)(1) to the Fund’s Pre-Effective Registration Statement on Form N-2 (File No. 333-264145), filed on December 2, 2022).
(p)(2)		Form of Public Offering Subscription Agreement (included in the Prospectus as Appendix A)^*

(r)(1)		Code of Ethics of the Fund (incorporated by reference to the Exhibit (r)(1) to the Fund’s Pre-Effective Registration Statement on Form N-2 (File No. 333-264145), filed on December 2, 2022).
(r)(2)		Code of Ethics of our investment adviser and our intermediary manager^*
(s)		Calculation of Filing Fee Table^*
(t)		Power of Attorney^*

*	Filed herewith

Item 26. Marketing Arrangements

The information contained under the heading “Plan of Distribution” in this Registration Statement is incorporated herein by reference.

Item 27. Other Expenses of Issuance and Distribution

Not Applicable.

Item 28. Persons Controlled By Or Under Common Control

The following list sets forth each of our subsidiaries, the state or country under whose laws the subsidiary is organized, and the percentage of voting securities or membership interests owned by us in such subsidiary:

Controlling Entity	Name of entity and place of jurisdiction	Nature of Control
Ares Strategic Income Fund	Ares Dino TopCo 2 Sarl (Luxembourg)	Controlling entity owns 100% of equity.
Ares Strategic Income Fund	Ares Direct Lending CLO 3 LLC (Delaware)	Controlling entity owns 100% of equity.
Ares Strategic Income Fund	Ares Direct Lending CLO 5 LLC (Delaware)	Controlling entity owns 100% of equity.
Ares Strategic Income Fund	ASIF Cayman Holdings Ltd. (Cayman Islands)	Controlling entity owns 100% of equity.
Ares Strategic Income Fund	ASIF Equity I LLC (Delaware)	Controlling entity owns 100% of equity.
Ares Strategic Income Fund	ASIF FIN LLC (Delaware)	Controlling entity owns 100% of equity.
Ares Strategic Income Fund	ASIF Funding I, LLC (Delaware)	Controlling entity owns 100% of equity.
Ares Strategic Income Fund	ASIF Funding II, LLC (Delaware)	Controlling entity owns 100% of equity.
Ares Strategic Income Fund	ASIF Funding III, LLC (Delaware)	Controlling entity owns 100% of equity.
Ares Strategic Income Fund	ASIF Holdings Inc. (Delaware	Controlling entity owns 100% of equity.

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Item 29. Number of Holders of Securities

The following table sets forth the number of record holders of the Registrant’s common shares at March 31, 2025.


Title of Class		Number of Record Holders
Class S		7,520
Class D		936
Class I		5,487

Item 30. Indemnification

The information contained under the heading “Description of Our Common Shares.” “Investment Advisory and Management Agreement and Administration Agreement” and “Plan of Distribution — Indemnification” in this Registration Statement is incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the provisions described above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person in the successful defense of an action suit or proceeding) is asserted by a Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is again public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Registrant has obtained liability insurance for the benefit of its Trustees and officers (other than with respect to claims resulting from the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office) on a claims-made basis.

Item 31. Business and Other Connections of Adviser

A description of any other business, profession, vocation or employment of a substantial nature in which Ares Capital Management LLC, and each managing director, director or executive officer of Ares Capital Management LLC, is or has been, during the past two fiscal years, engaged in for their own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the section entitled “Management of the Fund.” Additional information regarding Ares Capital Management LLC and its officers and managing member is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-63168), and is incorporated herein by reference.

Item 32. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:

(1)the Registrant;

(2)the transfer agent;

(3)the Custodian;

(4)our investment adviser; and

(5)our administrator.

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Item 33. Management Services

Not Applicable.

Item 34. Undertakings

We hereby undertake:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C (17 CFR 230.430C): Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;

(5) that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities. The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(ii) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;

(iii) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act (17 CFR 230.482) relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser;

(6) that, for purpose of determining any liability under the Securities Act:

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(i) the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be initial bona fide offering thereof; and

(7) to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that this Registration Statement on Form N-2 meets all of the requirements for effectiveness under Rule 486(b) under the Securities Act and has caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 23^rdday of April 2025.

ARES STRATEGIC INCOME FUND

By:	/s/ Michael L. Smith
	Name: Michael L. Smith
	Title: Co-Chief Executive Officer and Trustee



By:	/s/ Mitchell Goldstein
	Name: Mitchell Goldstein
	Title: Co-Chief Executive Officer and Trustee

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacity and on the date indicated.

Signature	Title	Date

/s/ R. Kipp deVeer	Chairperson of the Board of Trustees and Trustee	April 23, 2025
R. Kipp deVeer	Chairperson of the Board of Trustees and Trustee	April 23, 2025

/s/ Michael L. Smith	Co-Chief Executive Officer and Trustee (Principal Executive Officer)	April 23, 2025
Michael L. Smith		April 23, 2025

/s/ Mitchell Goldstein	Co-Chief Executive Officer and Trustee (Principal Executive Officer)	April 23, 2025
Mitchell Goldstein		April 23, 2025

/s/ Scott C. Lem	Chief Financial Officer and Treasurer (Principal Financial Officer)	April 23, 2025
Scott C. Lem		April 23, 2025

/s/ Paul Cho	Chief Accounting Officer (Principal Accounting Officer)	April 23, 2025
Paul Cho	Chief Accounting Officer (Principal Accounting Officer)	April 23, 2025

*	Trustee	April 23, 2025
Sandra R. Anceleitz	Trustee	April 23, 2025

*	Trustee	April 23, 2025
Ann Torre Bates	Trustee	April 23, 2025

*	Trustee	April 23, 2025
Eric B. Siegel	Trustee	April 23, 2025

*	Trustee	April 23, 2025
Steven B. McKeever	Trustee	April 23, 2025

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*By:	/s/ Scott C. Lem
	Scott C. Lem As Agent or Attorney-in-Fact

April 23, 2025

The original powers of attorney authorizing R. Kipp deVeer, Joshua M. Bloomstein, Scott C. Lem, Michael L. Smith, Mitchell Goldstein, Lisa Morgan and Naseem Sagati Aghili to execute the Registration Statement, and any amendments thereto, for the trustees of the Registrant on whose behalf this Amendment is filed have been executed and filed as an Exhibit hereto.

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Exhibit Index

(l) Opinion of Richards, Layton & Finger, P.A.

(n)(1) Consent of Independent Registered Public Accounting Firm

(p)(2) Form of Subscription Agreement (included in the Prospectus as Appendix A)

(r)(2) Code of Ethics of our investment adviser and our intermediary manager

(s) Calculation of Filing Fee Table

(t) Power of Attorney

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 99.(L)

EXHIBIT 99.(N)(1)