ARES STRATEGIC INCOME FUND Form 10-Q Quarterly Report Filed 2023-05-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 333-264145

ARES STRATEGIC INCOME FUND

(Exact name of Registrant as specified in its charter)


Delaware						88-6432468
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification Number)

245 Park Avenue, 44th Floor, New York, NY 10167

(Address of principal executive office) (Zip Code)

(212) 750-7300

(Registrant’s telephone number, including area code)

____________________________________________________________________

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


Title of each class	Trading symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes o No ý

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o						Accelerated filer o
Non-accelerated filer x						Smaller reporting company o
						Emerging growth company x

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 13(a) of the Securities Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The number of shares of Registrant’s Common Shares, $0.01 par value per share, outstanding as of May 11, 2023 was 9,742,326, 0 and 0, respectively, of Class I, Class S and Class D common shares.

ARES STRATEGIC INCOME FUND

INDEX


Part I.	Financial Information
Item 1.	Financial Statements
	Consolidated Statement of Assets and Liabilities as of March 31, 2023 (unaudited) and December 31, 2022	3
	Consolidated Statement of Operations for the three months ended March 31, 2023 (unaudited)	4
	Consolidated Schedule of Investments as of March 31, 2023 (unaudited) and December 31, 2022	5
	Consolidated Statement of Change in Net Assets for the three months ended March 31, 2023 (unaudited)	17
	Consolidated Statement of Cash Flows for the three months ended March 31, 2023 (unaudited)	18
	Notes to Consolidated Financial Statements (unaudited)	19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	46

Part II.	Other Information	47
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
	Signatures	49

PART I - FINANCIAL INFORMATION

Item 1. Financial Statement

ARES STRATEGIC INCOME FUND

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(in thousands, except per share data)


	As of
	March 31, 2023		December 31, 2022

	(unaudited)
ASSETS
Investments at fair value
Non-controlled/non-affiliate company investments (amortized cost of $334,822 and $108,769, respectively)	$	334,085	$	108,529




Cash and cash equivalents	26,027		113,417

Interest receivable	1,138		139
Receivable for open trades	41,143		4,481

Other assets	7,121		6,247
Total assets	$	409,514	$	232,813
LIABILITIES
Debt	$	85,000	$	—



Interest and facility fees payable	885		—

Payable for open trades	72,646		84,490
Accounts payable and other liabilities	529		225



Total liabilities	159,060		84,715
Commitments and contingencies (Note 6)
NET ASSETS
Common shares, par value $0.01 per share, unlimited common shares authorized; 9,742 and 5,927 common shares issued and outstanding, respectively	97		59
Capital in excess of par value	244,539		148,113
Accumulated earnings (loss)	5,818		(74)


Total net assets	250,454		148,098
Total liabilities and net assets	$	409,514	$	232,813
NET ASSETS PER SHARE	$	25.71	$	24.99

See accompanying notes to consolidated financial statements.

ARES STRATEGIC INCOME FUND

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands)

(unaudited)


	For the Three Months Ended March 31, 2023


INVESTMENT INCOME:
From non-controlled/non-affiliate company investments:

Interest income	$	5,246



Other income	106
Total investment income from non-controlled/non-affiliate company investments	5,352















EXPENSES:
Interest and credit facility fees	1,181
Base management fee	684

Capital gains incentive fee	74



Administrative fees	684
Other general and administrative	582
Total expenses	3,205


Expense support (Note 3)	(2,895)

Net expenses	310


NET INVESTMENT INCOME	5,042
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:


Net realized gains on investments	1,340



Net unrealized losses on investments	(490)







Net realized and unrealized gains on investments	850

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,892

See accompanying notes to consolidated financial statements.

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of March 31, 2023

(dollar amounts in thousands)

(unaudited)


Company (1)(7)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal		Amortized Cost		Fair Value			% of Net Assets
Software and Services
Applied Systems, Inc.	First lien senior secured loan	8.16%	LIBOR (Q)	3.00%		9/2024		$	5,514.1	$	5,514.1	$	5,503.8	(5)
	First lien senior secured loan	9.40%	SOFR (Q)	4.50%		9/2026		2,000.0		1,996.9		1,994.3		(5)
										7,511.0		7,498.1
Apttus Corporation	First lien senior secured loan	9.08%	LIBOR (Q)	4.25%		5/2028		1,039.7		984.9		1,005.9		(5)
Cast & Crew LLC	First lien senior secured loan	8.34%	LIBOR (M)	3.50%		2/2026		997.4		996.8		994.9
	First lien senior secured loan	8.56%	SOFR (M)	3.75%		12/2028		1,780.4		1,765.7		1,772.2		(5)
										2,762.5		2,767.1
CCC Intelligent Solutions Inc.	First lien senior secured loan	7.09%	LIBOR (M)	2.25%		9/2028		3,049.0		3,039.0		3,019.2		(3)(5)
CDK Global, Inc.	First lien senior secured loan	9.40%	SOFR (Q)	4.50%		7/2029		3,391.5		3,383.6		3,376.5		(5)
Coupa Holdings, LLC and Coupa Software Incorporated (8)	First lien senior secured loan	12.29%	SOFR (M)	7.50%		2/2030		4,590.2		4,476.8		4,476.8		(5)(6)
ECi Macola/MAX Holding, LLC	First lien senior secured loan	8.91%	LIBOR (Q)	3.75%		11/2027		1,892.0		1,850.5		1,843.7		(5)
Epicor Software Corporation	First lien senior secured loan	8.09%	LIBOR (M)	3.25%		7/2027		2,440.4		2,386.0		2,392.7		(5)
Gainwell Acquisition Corp.	First lien senior secured loan	8.90%	SOFR (Q)	4.00%		10/2027		471.2		447.5		448.8		(5)
Gen Digital Inc.	First lien senior secured loan	6.91%	SOFR (M)	2.00%		9/2029		1,758.6		1,736.6		1,738.8		(3)(5)
Hyland Software, Inc.	First lien senior secured loan	8.34%	LIBOR (M)	3.50%		7/2024		2,340.1		2,327.8		2,310.2		(5)
Instructure Holdings, INC.	First lien senior secured loan	7.85%	LIBOR (Q)	2.75%		10/2028		2,470.5		2,453.6		2,452.0		(3)(5)(6)
MH Sub I, LLC (Micro Holding Corp.)	First lien senior secured loan	8.59%	LIBOR (M)	3.75%		9/2024		3,039.3		2,988.8		2,983.3
Netsmart, Inc.	First lien senior secured loan	8.84%	LIBOR (M)	4.00%		10/2027		3,626.1		3,561.6		3,575.1		(5)
Open Text Corporation	First lien senior secured loan	8.41%	SOFR (M)	3.50%		1/2030		3,727.6		3,709.5		3,712.8		(3)(5)
Particle Luxembourg S.a.r.l.	First lien senior secured loan	10.41%	LIBOR (Q)	5.25%		2/2027		1,459.7		1,434.4		1,430.5		(3)(5)
Polaris Newco, LLC	First lien senior secured loan	9.16%	LIBOR (Q)	4.00%		6/2028		1,003.6		915.4		913.0		(5)
Project Accelerate Parent, LLC	First lien senior secured loan	9.09%	LIBOR (M)	4.25%		1/2025		1,593.6		1,539.8		1,535.8		(5)
Project Boost Purchaser, LLC	First lien senior secured loan	8.34%	LIBOR (M)	3.50%		6/2026		2,695.5		2,633.0		2,656.8
Proofpoint, Inc.	First lien senior secured loan	8.09%	LIBOR (M)	3.25%		8/2028		2,740.5		2,682.1		2,674.3		(5)
Sophia, L.P.	First lien senior secured loan	8.66%	LIBOR (Q)	3.50%		10/2027		2,940.0		2,880.5		2,901.4		(5)
	First lien senior secured loan	9.06%	SOFR (M)	4.25%		10/2027		422.4		413.7		417.2		(5)
										3,294.2		3,318.6
TIBCO Software Inc. and Picard Parent, Inc.	First lien senior secured loan	9.50%	SOFR (Q)	4.50%		3/2029		1,250.0		1,151.7		1,133.3		(5)
	First lien senior secured loan	9.18%	SOFR (Q)	4.50%		9/2028		1,000.0		897.1		899.8		(5)
										2,048.8		2,033.1
UserZoom Technologies, Inc.	First lien senior secured loan	12.13%	SOFR (S)	7.50%		4/2029		634.4		616.0		615.4		(5)(6)
Verscend Holding Corp.	First lien senior secured loan	8.84%	LIBOR (M)	4.00%		8/2025		12,468.3		12,444.1		12,439.7

										71,227.5		71,218.2			28.44	%
Consumer Services
Alterra Mountain Company	First lien senior secured loan	8.34%	LIBOR (M)	3.50%		8/2028		1,293.4		1,280.9		1,287.0		(5)
Apex Service Partners, LLC (8)	First lien senior secured loan	10.25%	SOFR (Q)	5.50%		7/2025		7,443.0		6,897.4		6,843.0		(5)(6)

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of March 31, 2023

(dollar amounts in thousands)

(unaudited)


Company (1)(7)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal	Amortized Cost	Fair Value		% of Net Assets
Belfor Holdings, Inc.	First lien senior secured loan	8.84%	LIBOR (M)	4.00%		4/2026		994.8	994.4	992.3
Belron Finance 2019 LLC	First lien senior secured loan	7.06%	LIBOR (Q)	2.25%		10/2026		997.4	996.2	994.9	(3)(6)
Caesars Entertainment Inc	First lien senior secured loan	8.16%	SOFR (M)	3.25%		2/2030		2,006.6	1,999.5	1,993.8	(3)(5)
Fertitta Entertainment, LLC	First lien senior secured loan	8.81%	SOFR (M)	4.00%		1/2029		2,493.7	2,400.9	2,450.9	(5)
Gems Menasa (Cayman) Limited	First lien senior secured loan	10.24%	LIBOR (S)	5.00%		7/2026		748.1	746.3	747.2	(3)(5)
Golden Entertainment, Inc.	First lien senior secured loan	7.86%	LIBOR (M)	3.00%		10/2024		1,176.5	1,175.6	1,173.5	(3)(5)
GroundWorks, LLC (8)	First lien senior secured loan	11.36%	SOFR (M)	6.50%		3/2030		10,713.4	10,394.3	10,392.0	(5)(6)
Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P. (8)	First lien senior secured revolving loan	13.75%	SOFR (Q)	5.75%		12/2028		34.1	21.0	20.5	(5)(6)
	First lien senior secured loan	11.73%	SOFR (Q)	6.75%		12/2028		3,582.4	3,452.1	3,446.3	(5)(6)
	Class A units				12/2022		50,000		50.0	50.0	(6)
									3,523.1	3,516.8
IRB Holding Corp.	First lien senior secured loan	7.74%	SOFR (Q)	3.00%		12/2027		3,400.0	3,358.8	3,337.7	(5)
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P. (8)	First lien senior secured revolving loan	12.54%	SOFR (S)	7.50%		12/2027		24.3	19.1	18.8	(5)(6)
	First lien senior secured loan	12.54%	SOFR (S)	7.50%		12/2027		9,793.3	9,514.8	9,499.5	(5)(6)
	Limited partnership interests				12/2022		50,000		50.0	40.3	(6)
									9,583.9	9,558.6
Mister Car Wash Holdings, Inc.	First lien senior secured loan	7.99%	SOFR (Q)	3.00%		5/2026		2,533.7	2,514.3	2,515.1	(3)
PestCo Holdings, LLC and PestCo, LLC (8)	First lien senior secured loan	11.86%	SOFR (S)	6.75%		2/2028		9,920.0	9,631.1	9,622.4	(5)(6)
	Class A units				1/2023		8		100.0	100.0	(6)
									9,731.1	9,722.4
Service Logic Acquisition, Inc. and MSHC, Inc.	First lien senior secured loan	8.83%	LIBOR (Q)	4.00%		10/2027		779.2	758.8	764.6	(5)
Station Casinos LLC	First lien senior secured loan	7.10%	LIBOR (M)	2.25%		2/2027		997.4	979.9	987.9	(3)(5)

									57,335.4	57,277.7		22.87	%
Capital Goods
AI Aqua Merger Sub, Inc.	First lien senior secured loan	8.48%	LIBOR (M)	3.75%		7/2028		997.5	950.2	959.5	(5)
Brookfield WEC Holdings Inc.	First lien senior secured loan	7.59%	LIBOR (M)	2.75%		8/2025		3,551.0	3,524.4	3,528.0	(5)
Brown Group Holding, LLC	First lien senior secured loan	7.41%	SOFR (M)	2.50%		6/2028		3,038.2	3,012.0	3,007.8	(5)
Chart Industries, Inc.	First lien senior secured loan	8.59%	SOFR (M)	3.75%		12/2029		2,800.0	2,777.4	2,789.5	(3)(5)
Clarios Global LP	First lien senior secured loan	8.09%	LIBOR (M)	3.25%		4/2026		2,900.0	2,883.8	2,878.3
Cobham Ultra SeniorCo S.a r.l.	First lien senior secured loan	8.81%	LIBOR (S)	3.75%		8/2029		1,626.8	1,604.4	1,588.6	(3)(5)
Engineered Machinery Holdings, Inc.	First lien senior secured loan	8.66%	LIBOR (Q)	3.50%		5/2028		623.4	618.8	613.9	(5)
Helix Acquisition Holdings, Inc.	First lien senior secured loan	12.00%	SOFR (Q)	7.00%		3/2030		15,000.0	14,550.2	14,550.0	(5)(6)
Husky Injection Molding Systems Ltd.	First lien senior secured loan	8.15%	LIBOR (S)	3.00%		3/2025		1,740.8	1,668.1	1,645.8	(3)
Kodiak BP, LLC	First lien senior secured loan	8.41%	LIBOR (Q)	3.25%		3/2028		498.7	480.2	477.5	(5)
Pike Corporation	First lien senior secured loan	7.85%	LIBOR (M)	3.00%		1/2028		1,550.0	1,547.5	1,536.4
	First lien senior secured loan	8.31%	SOFR (M)	3.50%		1/2028		1,294.5	1,284.1	1,288.6

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of March 31, 2023

(dollar amounts in thousands)

(unaudited)


Company (1)(7)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal	Amortized Cost	Fair Value		% of Net Assets
									2,831.6	2,825.0
Propulsion (BC) Newco LLC	First lien senior secured loan	8.90%	SOFR (Q)	4.00%		9/2029		798.0	794.1	781.3	(3)(5)
TransDigm Inc.	First lien senior secured loan	6.98%	LIBOR (Q)	2.25%		5/2025		1,498.7	1,490.0	1,495.3	(3)
	First lien senior secured loan	6.98%	LIBOR (Q)	2.25%		12/2025		1,297.7	1,294.5	1,294.5	(3)
	First lien senior secured loan	8.15%	SOFR (Q)	3.25%		8/2028		1,297.7	1,294.5	1,292.8	(3)
									4,079.0	4,082.6
Traverse Midstream Partners LLC	First lien senior secured loan	9.23%	SOFR (Q)	4.25%		2/2028		1,459.0	1,448.2	1,432.2	(5)
Wilsonart LLC	First lien senior secured loan	8.46%	LIBOR (S)	3.25%		12/2026		2,589.8	2,492.2	2,487.9	(5)

									43,714.6	43,647.9		17.43	%
Health Care Services
Agiliti Health, Inc.	First lien senior secured loan	7.44%	LIBOR (Q)	2.75%		1/2026		2,415.4	2,388.3	2,403.3	(3)(6)
athenahealth Group Inc. (8)	First lien senior secured loan	8.26%	SOFR (M)	3.50%		2/2029		2,353.1	2,173.7	2,200.1	(5)
Bausch + Lomb Corporation	First lien senior secured loan	8.46%	SOFR (Q)	3.25%		5/2027		1,256.8	1,225.4	1,218.6	(3)(5)
Confluent Medical Technologies, Inc.	First lien senior secured loan	8.65%	SOFR (Q)	3.75%		2/2029		997.5	963.2	964.2	(5)
Electron Bidco Inc.	First lien senior secured loan	7.84%	LIBOR (M)	3.00%		11/2028		2,360.6	2,328.6	2,322.7	(5)
Ensemble RCM, LLC	First lien senior secured loan	8.53%	SOFR (Q)	3.75%		8/2026		399.0	396.0	398.4
Mamba Purchaser, Inc.	First lien senior secured loan	8.34%	LIBOR (M)	3.50%		10/2028		2,540.2	2,475.4	2,500.0	(5)
PointClickCare Technologies Inc.	First lien senior secured loan	7.88%	LIBOR (M)	3.00%		12/2027		1,013.9	994.6	996.1	(3)(5)
R1 RCM Inc.	First lien senior secured loan	7.81%	SOFR (M)	3.00%		6/2029		2,294.2	2,289.1	2,289.5	(3)(5)
United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP (8)	First lien senior secured loan	11.64%	SOFR (Q)	6.75%		3/2029		10,754.7	10,432.4	10,432.1	(5)(6)
	Class A interests				3/2023		100		100.0	100.0	(6)
									10,532.4	10,532.1
Viant Medical Holdings, Inc.	First lien senior secured loan	8.59%	LIBOR (M)	3.75%		7/2025		2,924.4	2,645.8	2,715.5
Waystar Technologies, Inc.	First lien senior secured loan	8.84%	LIBOR (Q)	4.00%		10/2026		3,163.0	3,135.4	3,150.2

									31,547.9	31,690.7		12.65	%
Insurance Services
Acrisure, LLC	First lien senior secured loan	9.09%	LIBOR (M)	4.25%		2/2027		1,443.8	1,400.0	1,410.9	(5)
Alliant Holdings Intermediate, LLC	First lien senior secured loan	8.35%	SOFR (M)	3.50%		11/2027		846.2	842.0	835.1	(5)
AMWINS Group, Inc.	First lien senior secured loan	7.09%	LIBOR (M)	2.25%		2/2028		1,296.7	1,285.6	1,279.4	(5)
	First lien senior secured loan	7.66%	SOFR (M)	2.75%		2/2028		1,745.6	1,727.7	1,734.7	(5)
									3,013.3	3,014.1
AssuredPartners, Inc.	First lien senior secured loan	8.34%	LIBOR (M)	3.50%		2/2027		748.1	741.5	739.8
	First lien senior secured loan	8.34%	LIBOR (M)	3.50%		2/2027		1,446.3	1,416.2	1,426.9	(5)
									2,157.7	2,166.7
Asurion, LLC	First lien senior secured loan	9.16%	SOFR (M)	4.25%		8/2028		1,547.9	1,514.4	1,431.3
Cross Financial Corp.	First lien senior secured loan	8.88%	LIBOR (M)	4.00%		9/2027		1,496.2	1,480.7	1,490.6	(5)(6)

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of March 31, 2023

(dollar amounts in thousands)

(unaudited)


Company (1)(7)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal	Amortized Cost	Fair Value		% of Net Assets
Hub International Limited	First lien senior secured loan	7.82%	LIBOR (Q)	3.00%		4/2025		4,796.1	4,782.5	4,776.3
	First lien senior secured loan	8.06%	LIBOR (Q)	3.25%		4/2025		285.4	285.1	284.4	(5)
	First lien senior secured loan	8.73%	SOFR (Q)	4.00%		11/2029		997.5	998.7	993.4	(5)
									6,066.3	6,054.1
NFP Corp.	First lien senior secured loan	8.09%	LIBOR (M)	3.25%		2/2027		1,236.6	1,207.2	1,203.9
OneDigital Borrower LLC	First lien senior secured loan	9.16%	SOFR (M)	4.25%		11/2027		997.5	960.4	957.6	(5)(6)
Sedgwick Claims Management Services, Inc. (Lightning Cayman Merger Sub, Ltd.)	First lien senior secured loan	8.56%	SOFR (M)	3.75%		2/2028		2,645.5	2,605.2	2,608.5
USI, Inc.	First lien senior secured loan	8.65%	SOFR (Q)	3.75%		11/2029		3,064.1	3,052.3	3,049.3	(5)

									24,299.5	24,222.1		9.67	%
Financial Services
Bleriot US Bidco Inc.	First lien senior secured loan	9.50%	SOFR (Q)	4.50%		10/2026		1,989.4	1,989.4	1,989.4
Camelot U.S. Acquisition 1 Co.	First lien senior secured loan	7.84%	LIBOR (M)	3.00%		10/2026		279.8	279.4	279.0	(3)
	First lien senior secured loan	7.84%	LIBOR (M)	3.00%		10/2026		1,677.8	1,673.5	1,673.1	(3)(5)
									1,952.9	1,952.1
Infoblox Inc	First lien senior secured loan	8.66%	SOFR (Q)	3.75%		12/2027		1,845.3	1,718.4	1,706.1	(5)
Nielsen Consumer Inc.	First lien senior secured loan	10.87%	SOFR (Q)	6.25%		3/2028		1,250.0	1,112.8	1,082.8	(5)
The Edelman Financial Center, LLC	Second lien senior secured loan	11.59%	LIBOR (M)	6.75%		7/2026		9,420.0	9,168.5	8,807.7	(3)(6)
	First lien senior secured loan	7.84%	LIBOR (M)	3.00%		4/2028		445.3	414.7	429.1	(3)(5)(6)
									9,583.2	9,236.8
Thevelia (US) LLC	First lien senior secured loan	9.56%	SOFR (Q)	4.75%		6/2029		750.0	731.3	736.9	(3)
Virgin Media Bristol LLC	First lien senior secured loan	8.24%	SOFR (M)	3.25%		3/2031		1,505.0	1,490.0	1,482.4	(3)

									18,578.0	18,186.5		7.26	%
Media and Entertainment
AVSC Holding Corp.	First lien senior secured loan	8.31%	LIBOR (Q)	3.50%		3/2025		0.1	—	0.1	(5)
Cogeco Communications Finance (USA), LP	First lien senior secured loan	6.84%	LIBOR (M)	2.00%		1/2025		2,843.3	2,839.0	2,836.5	(3)
Creative Artists Agency, LLC	First lien senior secured loan	8.31%	SOFR (M)	3.50%		11/2028		2,500.0	2,481.5	2,488.6
NASCAR Holdings, LLC	First lien senior secured loan	7.34%	LIBOR (M)	2.50%		10/2026		1,973.1	1,972.2	1,971.1
Nexstar Broadcasting Group, Inc.	First lien senior secured loan	7.34%	LIBOR (M)	2.50%		9/2026		768.0	768.0	765.4	(3)
Red Ventures, LLC (New Imagitas, Inc.)	First lien senior secured loan	7.81%	SOFR (M)	3.00%		3/2030		496.8	491.9	491.8
United Talent Agency LLC	First lien senior secured loan	8.91%	SOFR (M)	4.00%		7/2028		2,493.7	2,464.0	2,468.7	(5)
Univision Communications Inc.	First lien senior secured loan	7.59%	LIBOR (M)	2.75%		3/2024		500.2	500.2	499.5	(5)
	First lien senior secured loan	8.09%	LIBOR (M)	3.25%		3/2026		1,394.3	1,386.7	1,385.4	(5)
									1,886.9	1,884.9
William Morris Endeavor Entertainment, LLC (IMG Worldwide Holdings, LLC)	First lien senior secured loan	7.60%	LIBOR (M)	2.75%		5/2025		4,135.8	4,099.5	4,096.1	(3)

									17,003.0	17,003.2		6.79	%

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of March 31, 2023

(dollar amounts in thousands)

(unaudited)


Company (1)(7)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal	Amortized Cost	Fair Value		% of Net Assets
Materials
Charter Next Generation, Inc.	First lien senior secured loan	8.67%	SOFR (M)	3.75%		12/2027		3,197.5	3,165.0	3,152.5	(5)
DCG Acquisition Corp.	First lien senior secured loan	9.41%	SOFR (M)	4.50%		9/2026		2,393.9	2,304.8	2,316.1	(6)
Mauser Packaging Solutions Holding Company	First lien senior secured loan	8.78%	SOFR (M)	4.50%		8/2026		1,225.0	1,202.5	1,213.2
Pregis TopCo LLC	First lien senior secured loan	8.70%	SOFR (M)	3.75%		7/2026		2,465.5	2,426.6	2,400.2
Starfruit Finco B.V	First lien senior secured loan	8.91%	SOFR (Q)	4.00%		3/2028		1,500.0	1,485.0	1,494.4	(3)(6)
Trident TPI Holdings, Inc.	First lien senior secured loan	8.09%	LIBOR (M)	3.25%		10/2024		3,736.9	3,725.3	3,701.2	(5)

									14,309.2	14,277.6		5.70	%
Technology Hardware and Equipment
Ciena Corporation	First lien senior secured loan	6.44%	SOFR (M)	1.75%		9/2025		1,010.7	1,009.4	1,006.0	(3)
Safe Fleet Holdings LLC	First lien senior secured loan	8.61%	SOFR (M)	3.75%		2/2029		2,804.0	2,740.2	2,739.7	(5)
TGG TS Acquisition Company	First lien senior secured loan	11.34%	LIBOR (M)	6.50%		12/2025		2,959.9	2,941.6	2,932.8
World Wide Technology Holding Co., LLC	First lien senior secured loan	8.02%	SOFR (M)	3.25%		3/2030		3,000.0	2,970.3	2,985.0	(5)(6)

									9,661.5	9,663.5		3.86	%
Commercial and Professional Services
AlixPartners, LLP	First lien senior secured loan	7.61%	LIBOR (M)	2.75%		2/2028		1,992.4	1,984.5	1,983.0	(5)
Corporation Service Company	First lien senior secured loan	8.16%	SOFR (M)	3.25%		11/2029		1,436.3	1,428.1	1,432.2	(5)
Dun & Bradstreet Corporation, The	First lien senior secured loan	8.10%	LIBOR (M)	3.25%		2/2026		3,067.7	3,056.5	3,058.7	(3)
Eagle Parent Corp.	First lien senior secured loan	9.15%	SOFR (Q)	4.25%		4/2029		0.3	0.3	0.3	(5)
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC (8)	First lien senior secured loan	11.38%	SOFR (Q)	6.50%		5/2028		770.5	748.5	747.4	(5)(6)
	First lien senior secured loan	11.17%	SOFR (Q)	6.50%		5/2028		1,804.8	1,732.7	1,729.1	(5)(6)
									2,481.2	2,476.5

									8,950.6	8,950.7		3.57	%
Pharmaceuticals, Biotechnology and Life Sciences
Alcami Corporation and ACM Note Holdings, LLC (8)	First lien senior secured loan	11.91%	SOFR (M)	7.00%		12/2028		4,099.3	3,884.2	3,955.8	(5)(6)
Curia Global, INC.	First lien senior secured loan	8.53%	SOFR (Q)	3.75%		8/2026		781.7	681.9	664.0	(5)
Maravai Intermediate Holdings, LLC	First lien senior secured loan	7.63%	SOFR (Q)	3.00%		10/2027		3,499.9	3,491.4	3,478.1	(3)(5)

									8,057.5	8,097.9		3.23	%
Retailing and Distribution
LS Group Opco Acquisition LLC (LS Group PropCo Acquisition LLC)	First lien senior secured loan	8.06%	LIBOR (Q)	3.25%		11/2027		2,242.4	2,230.7	2,218.5	(5)
Oculus Acquisition Corp.	First lien senior secured loan	8.13%	SOFR (Q)	3.50%		11/2027		2,565.9	2,510.8	2,519.7	(5)
SCIH Salt Holdings Inc.	First lien senior secured loan	8.83%	LIBOR (Q)	4.00%		3/2027		2,783.6	2,728.4	2,710.0	(5)

									7,469.9	7,448.2		2.97	%

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of March 31, 2023

(dollar amounts in thousands)

(unaudited)


Company (1)(7)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal	Amortized Cost	Fair Value		% of Net Assets
Consumer Staples Distribution and Retail
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. (8)(9)	First lien senior secured revolving loan	10.94%	SOFR (Q)	6.25%		1/2029		310.7	286.2	285.7	(5)(6)
	First lien senior secured loan	10.88%	SOFR (Q)	6.25%		1/2029		7,033.9	6,801.2	6,796.5	(5)(6)
	Common units				1/2023		50,000		50.3	50.0	(6)
									6,851.5	6,846.5

									6,851.5	6,846.5		2.73	%
Consumer Durables and Apparel
Lakeshore Learning Materials, LLC	First lien senior secured loan	8.36%	LIBOR (M)	3.50%		9/2028		1,993.1	1,976.1	1,950.7	(5)
Topgolf Callaway Brands Corp.	First lien senior secured loan	8.26%	SOFR (M)	3.50%		3/2030		1,250.0	1,237.5	1,240.8	(3)

									3,213.6	3,191.5		1.27	%
Transportation
AAdvantage Loyality IP Ltd. (American Airlines, Inc.)	First lien senior secured loan	9.56%	LIBOR (Q)	4.75%		4/2028		1,583.0	1,600.1	1,605.3	(3)(5)
Uber Technologies, Inc.	First lien senior secured loan	7.66%	SOFR (Q)	2.75%		3/2030		1,500.0	1,491.9	1,495.8	(3)

									3,092.0	3,101.1		1.24	%
Automobiles and Components
Wand Newco 3, Inc.	First lien senior secured loan	7.84%	LIBOR (M)	3.00%		2/2026		2,739.6	2,661.1	2,683.3

									2,661.1	2,683.3		1.07	%
Energy
Brazos Delaware II, LLC	First lien senior secured loan	8.48%	SOFR (M)	3.75%		2/2030		2,501.3	2,484.8	2,442.7	(5)

									2,484.8	2,442.7		0.98	%
Investment Funds and Vehicles
Focus Financial Partners, LLC	First lien senior secured loan	8.06%	SOFR (M)	3.25%		6/2028		1,268.1	1,263.6	1,253.6	(3)(5)

									1,263.6	1,253.6		0.50	%
Telecommunication Services
Lumen Technologies Inc	First lien senior secured loan	7.17%	SOFR (M)	2.25%		3/2027		772.4	683.2	507.4	(3)
	First lien senior secured loan	7.06%	SOFR (M)	2.25%		1/2025		739.0	715.3	677.1	(3)
									1,398.5	1,184.5

									1,398.5	1,184.5		0.47	%
Household and Personal Products
Sunshine Luxembourg VII S.a r.l.	First lien senior secured loan	8.91%	LIBOR (Q)	3.75%		10/2026		997.5	979.5	986.9	(3)(5)

									979.5	986.9		0.39	%
Food and Beverage
Sycamore Buyer LLC	First lien senior secured loan	7.17%	SOFR (M)	2.25%		7/2029		445.2	436.3	425.0	(5)

									436.3	425.0		0.17	%

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of March 31, 2023

(dollar amounts in thousands)

(unaudited)

Company (1)(7)

Investment

Coupon (2)

Reference (4)

Spread (2)

Acquisition Date

Maturity Date

Shares/ Units

Principal

Amortized Cost

Fair Value

% of Net Assets

Total Investments

334,821.7

334,085.0

(10)

133.39

________________________________________

(1)All of Ares Strategic Income Fund’s (together with its consolidated wholly owned subsidiary, ASIF Holdings Inc., the “Fund”) portfolio company investments, which as of March 31, 2023 represented 133% of the Fund’s net assets or 82% of the Fund’s total assets, are 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 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, 19% of the Fund's total assets are represented by investments at fair value and other assets that are considered "non-qualifying assets" as of March 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 London Interbank Offered Rate (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”) 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 7 to the consolidated financial statements for the three months ended March 31, 2023 for more information regarding the fair value of the Fund’s investments.

(7)As of March 31, 2023, the estimated net unrealized loss for federal tax purposes was $0.8 million based on a tax cost basis of $334.8 million. As of March 31, 2023, the estimated aggregate gross unrealized loss for federal income tax purposes was $1.4 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $0.6 million.

(8)As of March 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 6 to the consolidated financial statements for the three months ended March 31, 2023 for more information on revolving and delayed draw loan commitments related to certain portfolio companies.


(in thousands) Portfolio Company	Total revolving and delayed draw loan commitments		Less: funded commitments		Total unfunded commitments		Less: commitments substantially at discretion of the Fund		Less: unavailable commitments due to borrowing base or other covenant restrictions		Total net adjusted unfunded revolving and delayed draw commitments
Alcami Corporation and ACM Note Holdings, LLC	$	890.4	$	—	$	890.4	$	—	$	—	$	890.4
Apex Service Partners, LLC	2,557.0		—		2,557.0		—		—		2,557.0
athenahealth Group Inc.	289.1		—		289.1		—		—		289.1
Coupa Holdings, LLC and Coupa Software Incorporated	410.8		—		410.8		—		—		410.8
GroundWorks, LLC	1,786.6		—		1,786.6		—		—		1,786.6
Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P.	1,409.1		(34.1)		1,375.0		—		—		1,375.0
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P.	182.2		(24.3)		157.9		—		—		157.9
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC	2,420.8		—		2,420.8		—		—		2,420.8
PestCo Holdings, LLC and PestCo, LLC	2,481.0		—		2,481.0		—		—		2,481.0
United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP	4,245.3		—		4,245.3		—		—		4,245.3
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P.	2,966.1		(310.7)		2,655.4		—		—		2,655.4


































	$	19,638.4	$	(369.1)	$	19,269.3	$	—	$	—	$	19,269.3

(9)As of March 31, 2023, the Fund was party to an agreement 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 adjusted unfunded equity commitments
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P.	$	5.6	$	—	$	5.6	$	—	$	5.6












































	$	5.6	$	—	$	5.6	$	—	$	5.6

(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.

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2022

(dollar amounts in thousands)


Company (1)(8)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal		Amortized Cost		Fair Value			% of Net Assets
Consumer Services
Alterra Mountain Company	First lien senior secured loan	7.88%	LIBOR (M)	3.50%		8/2028		$	1,296.7	$	1,283.8	$	1,278.1	(5)
Belfor Holdings, Inc.	First lien senior secured loan	8.38%	LIBOR (M)	4.00%		4/2026		997.4		996.2		987.4
Caesars Resort Collection, LLC	First lien senior secured loan	7.13%	LIBOR (M)	2.75%		12/2024		1,371.8		1,369.7		1,367.4		(3)
ClubCorp Holdings, Inc.	First lien senior secured loan	7.48%	LIBOR (Q)	2.75%		9/2024		269.3		243.7		241.8
Entain plc	First lien senior secured loan	8.18%	SOFR (Q)	3.50%		10/2029		250.0		246.9		248.5		(3)(5)
Golden Entertainment, Inc.	First lien senior secured loan	7.39%	LIBOR (M)	3.00%		10/2024		426.5		425.4		424.9		(3)(5)
Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P. (7)	First lien senior secured loan	11.40%	SOFR (Q)	6.75%		12/2028		3,409.1		3,307.0		3,306.8		(5)(6)
	Common units				12/2022		50,000			50.0		50.0		(6)
										3,357.0		3,356.8
IRB Holding Corp.	First lien senior secured loan	7.13%	LIBOR (M)	2.75%		2/2025		1,296.6		1,282.3		1,283.4		(5)
	First lien senior secured loan	7.32%	SOFR (M)	3.00%		12/2027		400.0		386.2		387.7		(5)
										1,668.5		1,671.1
KFC Holding Co.	First lien senior secured loan	6.09%	LIBOR (M)	1.75%		3/2028		399.0		392.0		393.5		(3)
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P. (7)	First lien senior secured revolving loan	12.54%	SOFR (S)	7.50%		12/2027		24.3		18.8		23.6		(5)(6)
	First lien senior secured loan	12.54%	SOFR (S)	7.50%		12/2027		9,817.8		9,524.1		9,523.3		(5)(6)
	Limited partnership interest				12/2022		50,000			50.0		50.0		(6)
										9,592.9		9,596.9
Service Logic Acquisition, Inc. and MSHC, Inc.	First lien senior secured loan	8.37%	LIBOR (M)	4.00%		10/2027		1,496.2		1,430.2		1,413.9		(5)
Station Casinos LLC	First lien senior secured loan	6.64%	LIBOR (M)	2.25%		2/2027		567.4		554.3		552.9		(3)(5)
Whatabrands LLC	First lien senior secured loan	7.63%	LIBOR (M)	3.25%		8/2028		498.7		481.9		481.4		(5)

										22,042.5		22,014.6			14.86	%
Software and Services
Applied Systems, Inc.	First lien senior secured loan	9.08%	SOFR (Q)	4.50%		9/2026		1,000.0		997.5		994.3		(5)
Cast & Crew LLC	First lien senior secured loan	8.07%	SOFR (M)	3.75%		12/2028		1,034.9		1,020.6		1,018.9		(5)
CCC Intelligent Solutions Inc.	First lien senior secured loan	6.63%	LIBOR (M)	2.25%		9/2028		997.5		990.0		987.5		(3)(5)
CDK Global, Inc.	First lien senior secured loan	9.08%	SOFR (Q)	4.50%		7/2029		900.0		894.4		890.8		(5)
ECi Macola/MAX Holding, LLC	First lien senior secured loan	8.48%	LIBOR (Q)	3.75%		11/2027		1,246.8		1,201.9		1,192.9		(5)
Ensono, Inc.	First lien senior secured loan	8.90%	LIBOR (Q)	3.75%		5/2028		249.4		217.8		223.2		(5)
Epicor Software Corporation	First lien senior secured loan	7.63%	LIBOR (M)	3.25%		7/2027		1,296.7		1,250.9		1,242.5		(5)
Gainwell Acquisition Corp.	First lien senior secured loan	8.73%	LIBOR (Q)	4.00%		10/2027		598.5		564.1		560.3		(5)
Genesys Cloud Services Holdings I, LLC	First lien senior secured loan	8.38%	LIBOR (M)	4.00%		12/2027		400.0		391.0		383.3		(5)
Hyland Software, Inc.	First lien senior secured loan	7.88%	LIBOR (M)	3.50%		7/2024		997.4		985.7		982.7		(5)
Netsmart, Inc.	First lien senior secured loan	8.38%	LIBOR (M)	4.00%		10/2027		997.5		965.0		958.8		(5)
Open Text Corporation	First lien senior secured loan	7.93%	SOFR (Q)	3.50%		11/2029		777.6		761.5		758.7		(3)(5)
Particle Luxembourg S.a.r.l.	First lien senior secured loan	9.98%	LIBOR (Q)	5.25%		2/2027		463.7		452.1		448.7		(3)(5)

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2022

(dollar amounts in thousands)


Company (1)(8)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal	Amortized Cost	Fair Value		% of Net Assets
Project Boost Purchaser, LLC	First lien senior secured loan	7.88%	LIBOR (M)	3.50%		6/2026		1,496.1	1,448.3	1,439.3
Proofpoint, Inc.	First lien senior secured loan	7.98%	LIBOR (Q)	3.25%		8/2028		997.5	960.8	957.0	(5)
Quest Software US Holdings Inc.	First lien senior secured loan	8.49%	SOFR (Q)	4.25%		2/2029		314.0	244.9	240.9	(5)
Sophia, L.P.	First lien senior secured loan	8.23%	LIBOR (Q)	3.50%		10/2027		997.5	965.1	960.7	(5)
	First lien senior secured loan	8.57%	SOFR (M)	4.25%		10/2027		298.5	291.3	289.5	(5)
									1,256.4	1,250.2
TIBCO Software Inc	First lien senior secured loan	9.18%	SOFR (Q)	4.50%		9/2028		500.0	445.0	441.9	(5)
Verscend Holding Corp.	First lien senior secured loan	8.38%	LIBOR (M)	4.00%		8/2025		847.8	845.7	840.7

									15,893.6	15,812.6		10.68	%
Capital Goods
AI Aqua Merger Sub, Inc. (7)	First lien senior secured loan	7.84%	SOFR (Q)	3.75%		7/2028		868.2	823.2	816.1	(5)
Alliance Laundry Systems LLC	First lien senior secured loan	7.41%	LIBOR (Q)	3.50%		10/2027		997.4	976.9	976.7	(5)
Brookfield WEC Holdings Inc.	First lien senior secured loan	7.13%	LIBOR (M)	2.75%		8/2025		1,496.2	1,470.0	1,473.0	(5)
Brown Group Holding, LLC	First lien senior secured loan	6.88%	LIBOR (M)	2.50%		6/2028		1,296.5	1,278.7	1,270.7	(5)
Chart Industries, Inc.	First lien senior secured loan	8.21%	SOFR (Q)	3.75%		12/2029		1,300.0	1,267.5	1,284.6	(3)(5)
Clarios Global LP	First lien senior secured loan	7.63%	LIBOR (M)	3.25%		4/2026		1,000.0	985.0	977.9
Dynasty Acquisition Co., Inc.	First lien senior secured loan	7.92%	SOFR (M)	3.50%		4/2026		648.7	621.1	617.1
	First lien senior secured loan	7.92%	SOFR (M)	3.50%		4/2026		348.7	333.9	331.8
									955.0	948.9
Generac Power Systems, Inc.	First lien senior secured loan	5.97%	SOFR (M)	1.75%		12/2026		1,150.0	1,124.2	1,116.6	(3)
Madison IAQ LLC	First lien senior secured loan	7.99%	LIBOR (Q)	3.25%		6/2028		1,246.8	1,158.9	1,157.2	(5)
Pike Corporation	First lien senior secured loan	7.82%	SOFR (M)	3.50%		1/2028		897.8	888.0	889.1
Pro Mach Group, Inc.	First lien senior secured loan	9.51%	SOFR (Q)	5.00%		8/2028		1,000.0	950.0	960.0	(5)
SRS Distribution Inc.	First lien senior secured loan	7.88%	LIBOR (M)	3.50%		6/2028		690.7	661.4	659.0	(5)
TransDigm Inc.	First lien senior secured loan	6.98%	LIBOR (Q)	2.25%		5/2025		498.7	495.0	492.8	(3)
	First lien senior secured loan	7.83%	SOFR (Q)	3.25%		2/2027		500.0	490.1	497.6	(3)
									985.1	990.4
Wilsonart LLC	First lien senior secured loan	7.98%	LIBOR (Q)	3.25%		12/2026		1,396.4	1,328.7	1,325.9	(5)

									14,852.6	14,846.1		10.02	%
Health Care Services
Agiliti Health, Inc.	First lien senior secured loan	6.88%	LIBOR (M)	2.75%		1/2026		1,196.9	1,170.0	1,165.5	(3)
athenahealth Group Inc. (7)	First lien senior secured loan	7.82%	SOFR (M)	3.50%		2/2029		767.4	694.5	690.9	(5)
	First lien senior secured loan	7.41%	SOFR (M)	3.50%		2/2029		32.7	20.3	29.4	(5)
									714.8	720.3
Confluent Medical Technologies, Inc.	First lien senior secured loan	8.33%	SOFR (Q)	3.75%		2/2029		498.7	475.1	471.3	(5)(6)
Electron Bidco Inc.	First lien senior secured loan	7.39%	LIBOR (M)	3.00%		11/2028		997.5	975.0	969.8	(5)
Ensemble RCM, LLC	First lien senior secured loan	7.94%	SOFR (Q)	3.75%		8/2026		997.4	977.6	984.5

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2022

(dollar amounts in thousands)


Company (1)(8)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal	Amortized Cost	Fair Value		% of Net Assets
Mamba Purchaser, Inc.	First lien senior secured loan	7.89%	LIBOR (M)	3.50%		10/2028		1,296.6	1,245.0	1,235.6	(5)
Medline Borrower, LP	First lien senior secured loan	7.63%	LIBOR (M)	3.25%		10/2028		798.0	761.1	757.3	(5)
PointClickCare Technologies Inc.	First lien senior secured loan	7.75%	LIBOR (Q)	3.00%		12/2027		1,391.5	1,363.4	1,349.7	(3)(5)
Viant Medical Holdings, Inc.	First lien senior secured loan	8.13%	LIBOR (M)	3.75%		7/2025		1,586.8	1,401.8	1,394.1
Waystar Technologies, Inc.	First lien senior secured loan	8.38%	LIBOR (M)	4.00%		10/2026		1,496.2	1,475.6	1,467.5

									10,559.4	10,515.6		7.10	%
Insurance Services
Acrisure, LLC	First lien senior secured loan	8.13%	LIBOR (M)	3.75%		2/2027		91.2	86.4	86.4	(5)
	First lien senior secured loan	8.63%	LIBOR (M)	4.25%		2/2027		997.5	965.7	963.4	(5)
									1,052.1	1,049.8
Alliant Holdings Intermediate, LLC	First lien senior secured loan	7.63%	LIBOR (M)	3.25%		5/2025		997.4	983.1	983.2
Asurion, LLC	First lien senior secured loan	7.38%	LIBOR (M)	3.00%		11/2024		797.9	772.3	773.3
	First lien senior secured loan	7.63%	LIBOR (M)	3.25%		7/2027		199.5	174.1	174.2
									946.4	947.5
Hub International Limited	First lien senior secured loan	7.33%	LIBOR (Q)	3.00%		4/2025		997.4	984.5	985.3
Hyperion Refinance S.a r.l.	First lien senior secured loan	7.69%	LIBOR (M)	3.25%		11/2027		997.5	971.3	969.8	(3)(5)
Sedgwick Claims Management Services, Inc. (Lightning Cayman Merger Sub, Ltd.)	First lien senior secured loan	7.63%	LIBOR (M)	3.25%		12/2025		1,346.5	1,308.1	1,308.0
	First lien senior secured loan	8.13%	LIBOR (M)	3.75%		9/2026		399.0	389.6	391.1
									1,697.7	1,699.1
USI, Inc.	First lien senior secured loan	8.33%	SOFR (Q)	3.75%		11/2029		1,271.8	1,261.0	1,258.2	(5)

									7,896.1	7,892.9		5.33	%
Materials
Charter Next Generation, Inc.	First lien senior secured loan	8.13%	LIBOR (M)	3.75%		12/2027		1,000.0	975.0	969.7	(5)
Mauser Packaging Solutions Holding Company	First lien senior secured loan	7.37%	LIBOR (M)	3.25%		4/2024		1,246.7	1,217.4	1,215.7
Pregis TopCo LLC	First lien senior secured loan	8.19%	SOFR (M)	3.75%		7/2026		1,196.9	1,170.0	1,161.3
Pretium PKG Holdings, Inc.	First lien senior secured loan	7.74%	LIBOR (Q)	4.00%		10/2028		299.2	239.4	237.7	(5)
Summit Materials, LLC	First lien senior secured loan	7.47%	SOFR (Q)	3.00%		12/2027		500.0	495.0	499.4	(3)
Trident TPI Holdings, Inc.	First lien senior secured loan	7.98%	LIBOR (Q)	3.25%		10/2024		1,246.7	1,237.4	1,230.0	(5)

									5,334.2	5,313.8		3.59	%
Commercial and Professional Services
AlixPartners, LLP	First lien senior secured loan	7.13%	LIBOR (M)	2.75%		2/2028		997.5	989.2	987.8	(5)
Corporation Service Company	First lien senior secured loan	7.57%	SOFR (M)	3.25%		11/2029		1,000.0	991.9	987.5	(5)
The Dun & Bradstreet Corporation	First lien senior secured loan	7.64%	LIBOR (M)	3.25%		2/2026		575.7	569.0	569.5	(3)
Eagle Parent Corp.	First lien senior secured loan	8.83%	SOFR (Q)	4.25%		4/2029		997.5	978.8	977.5	(5)
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC (7)	First lien senior secured loan	11.05%	SOFR (Q)	6.50%		5/2028		774.4	751.2	751.2	(5)(6)

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2022

(dollar amounts in thousands)


Company (1)(8)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal	Amortized Cost	Fair Value		% of Net Assets
	First lien senior secured loan	11.05%	SOFR (Q)	6.50%		11/2032		705.7	630.0	684.5	(5)(6)
									1,381.2	1,435.7

									4,910.1	4,958.0		3.35	%
Media and Entertainment
AVSC Holding Corp.	First lien senior secured loan	7.68%	LIBOR (Q)	3.50%		3/2025		997.7	912.8	912.5	(5)
Charter Communications Operating, LLC	First lien senior secured loan	6.14%	LIBOR (M)	1.75%		2/2027		443.9	433.3	432.8	(3)
NASCAR Holdings, LLC	First lien senior secured loan	6.88%	LIBOR (M)	2.50%		10/2026		482.3	481.1	480.8
Red Ventures, LLC (New Imagitas, Inc.)	First lien senior secured loan	6.88%	LIBOR (M)	2.50%		11/2024		497.6	492.0	493.7
Univision Communications Inc.	First lien senior secured loan	7.13%	LIBOR (M)	2.75%		3/2024		500.2	500.2	499.1	(5)
William Morris Endeavor Entertainment, LLC (IMG Worldwide Holdings, LLC)	First lien senior secured loan	7.14%	LIBOR (M)	2.75%		5/2025		1,096.3	1,071.5	1,070.6	(3)

									3,890.9	3,889.5		2.63	%
Pharmaceuticals, Biotechnology and Life Sciences
Alcami Corporation and ACM Note Holdings, LLC (7)	First lien senior secured loan	11.42%	SOFR (M)	7.00%		12/2028		4,109.6	3,884.6	3,883.6	(5)(6)

									3,884.6	3,883.6		2.62	%

Financial Services
Focus Financial Partners, LLC	First lien senior secured loan	6.82%	SOFR (M)	2.50%		6/2028		189.1	184.7	185.1	(3)(5)
	First lien senior secured loan	7.57%	SOFR (M)	3.25%		6/2028		698.3	693.0	688.9	(3)(5)
									877.7	874.0
MH Sub I, LLC (Micro Holding Corp.)	First lien senior secured loan	8.13%	LIBOR (M)	3.75%		9/2024		997.4	973.2	967.6
Nexus Buyer LLC	First lien senior secured loan	8.13%	LIBOR (M)	3.75%		11/2026		498.7	478.1	476.8
Polaris Newco, LLC	First lien senior secured loan	8.73%	LIBOR (Q)	4.00%		6/2028		548.6	504.5	499.4	(5)
Project Accelerate Parent, LLC	First lien senior secured loan	8.63%	LIBOR (M)	4.25%		1/2025		847.8	800.3	792.7	(5)

									3,633.8	3,610.5		2.44	%
Technology Hardware and Equipment
Safe Fleet Holdings LLC	First lien senior secured loan	8.07%	SOFR (M)	3.75%		2/2029		1,561.1	1,512.3	1,505.5	(5)
TGG TS Acquisition Company	First lien senior secured loan	10.88%	LIBOR (M)	6.50%		12/2025		1,250.0	1,232.8	1,225.0

									2,745.1	2,730.5		1.84	%
Retailing and Distribution
LS Group Opco Acquisition LLC (LS Group PropCo Acquisition LLC)	First lien senior secured loan	6.58%	LIBOR (Q)	3.25%		11/2027		748.1	737.2	735.9	(5)
Oculus Acquisition Corp.	First lien senior secured loan	7.24%	SOFR (Q)	3.50%		11/2027		997.5	967.6	963.8	(5)
SCIH Salt Holdings Inc.	First lien senior secured loan	8.41%	LIBOR (Q)	4.00%		3/2027		892.2	868.6	865.2	(5)

									2,573.4	2564.9		1.73	%

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2022

(dollar amounts in thousands)


Company (1)(8)	Investment	Coupon (2)	Reference (4)	Spread (2)	Acquisition Date	Maturity Date	Shares/ Units	Principal	Amortized Cost	Fair Value		% of Net Assets
Food and Beverage
Froneri International Limited	First lien senior secured loan	6.63%	LIBOR (M)	2.25%		1/2027		1113.8	1,084.9	1082.1	(3)
Sycamore Buyer LLC	First lien senior secured loan	6.69%	SOFR (M)	2.25%		7/2029		1000.0	980.0	973.5	(5)
Woof Holdings, Inc.	First lien senior secured loan	8.10%	LIBOR (M)	3.75%		12/2027		498.7	472.4	468.0	(5)

									2,537.3	2523.6		1.70	%
Automobiles and Components
American Axle & Manufacturing, Inc.	First lien senior secured loan	7.90%	SOFR (M)	3.50%		12/2029		500.0	485.1	488.3	(3)(5)
Wand Newco 3, Inc.	First lien senior secured loan	7.38%	LIBOR (M)	3.00%		2/2026		1296.7	1,237.1	1226.7

									1,722.2	1715.0		1.16	%
Energy
Freeport LNG Investments, LLLP	First lien senior secured loan	7.24%	LIBOR (Q)	3.00%		11/2026		500.0	475.0	471.7
	First lien senior secured loan	7.74%	LIBOR (Q)	3.50%		12/2028		149.6	142.0	142.0	(5)
									617.0	613.7
Hamilton Projects Acquiror, LLC	First lien senior secured loan	9.23%	LIBOR (Q)	4.50%		6/2027		1,053.6	1,039.4	1,035.6	(5)

									1,656.4	1,649.3		1.11	%
Education
Gems Menasa (Cayman) Limited	First lien senior secured loan	8.57%	LIBOR (S)	5.00%		7/2026		750.0	748.1	742.1	(3)(5)
Learning Care Group (US) No. 2 Inc.	First lien senior secured loan	7.98%	LIBOR (Q)	3.25%		3/2025		498.7	466.3	461.3	(5)

									1,214.4	1,203.4		0.81	%
Transportation
AAdvantage Loyality IP Ltd. (American Airlines, Inc.)	First lien senior secured loan	8.99%	LIBOR (Q)	4.75%		4/2028		983.0	975.8	977.7	(3)(5)

									975.8	977.7		0.66	%
Power Generation
Vistra Operations Company LLC	First lien senior secured loan	6.09%	LIBOR (M)	1.75%		12/2025		747.9	738.8	740.6	(3)

									738.8	740.6		0.50	%
Consumer Durables and Apparel
Lakeshore Learning Materials, LLC	First lien senior secured loan	8.23%	LIBOR (Q)	3.50%		9/2028		748.1	735.0	729.4	(5)

									735.0	729.4		0.49	%
Telecommunication Services
Iridium Satellite LLC	First lien senior secured loan	6.92%	LIBOR (Q)	2.50%		11/2026		498.6	495.5	493.4	(3)(5)

									495.5	493.4		0.33	%
Investment Funds and Vehicles
The Edelman Financial Center, LLC	First lien senior secured loan	7.88%	LIBOR (M)	3.50%		4/2028		498.7	477.7	464.2	(5)

									477.7	464.2		0.31	%

ARES STRATEGIC INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2022

(dollar amounts in thousands)

Company (1)(8)

Investment

Coupon (2)

Reference (4)

Spread (2)

Acquisition Date

Maturity Date

Shares/ Units

Principal

Amortized Cost

Fair Value

% of Net Assets

Total Investments

108,769.4

108,529.2

(9)

73.28

________________________________________

(1)All of the Fund’s portfolio company investments, which as of December 31, 2022 represented 73% of the Fund’s net assets or 47% of the Fund’s total assets, are 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, 9% 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, 2022.

(4)Variable rate loans to the Fund’s portfolio companies bear interest at a rate that may be determined by reference to LIBOR or SOFR 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 7 to the consolidated financial statements for the three months ended December 31, 2022 for more information regarding the fair value of the Fund’s investments.

(7)As of December 31, 2022, 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 6 to the consolidated financial statements for the three months ended March 31, 2023 for more information on revolving and delayed draw loan commitments related to certain portfolio companies.


(in thousands) Portfolio Company	Total revolving and delayed draw loan commitments		Less: funded commitments		Total unfunded commitments		Less: commitments substantially at discretion of the Fund		Less: unavailable commitments due to borrowing base or other covenant restrictions		Total net adjusted unfunded revolving and delayed draw commitments
AI Aqua Merger Sub, Inc.	$	129.6	$	—	$	129.6	$	—	$	—	$	129.6
Alcami Corporation and ACM Note Holdings, LLC	890.4		—		890.4		—		—		890.4
athenahealth Group Inc.	98.0		—		98.0		—		—		98.0
Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P.	1,590.9		—		1,590.9		—		—		1,590.9
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P.	182.2		(24.3)		157.9		—		—		157.9
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC	3,519.9		—		3,519.9		—		—		3,519.9







































	$	6,411.0	$	(24.3)	$	6,386.7	$	—	$	—	$	6,386.7

(8)As of December 31, 2022, the estimated net unrealized loss for federal tax purposes was $0.3 million based on a tax cost basis of $108.6 million. As of December 31, 2022, the estimated aggregate gross unrealized loss for federal income tax purposes was $0.4 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $0.1 million.

(9)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.

ARES STRATEGIC INCOME FUND

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(in thousands)

(unaudited)


	For the Three Months Ended March 31, 2023

Operations:
Net investment income	$	5,042
Net realized gains on investments	1,340
Net unrealized losses on investments	(490)
Net increase in net assets from operations	5,892






Share transactions:

Common shares	38
Proceeds from shares sold	96,426


Net increase from share transactions	96,464










Total increase in net assets	102,356
Net assets, beginning of period	148,098
Net assets, end of period	$	250,454

See accompanying notes to consolidated financial statements.

ARES STRATEGIC INCOME FUND

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

(unaudited)



	For the Three Months Ended March 31, 2023

OPERATING ACTIVITIES:
Net increase in net assets resulting from operations	$	5,892
Adjustments to reconcile net increase in net assets resulting from operations:
Net realized gains on investments	(1,340)
Net unrealized losses on investments	490

Net accretion of investments	(376)






Amortization of debt issuance costs	302


Purchases of investments	(348,842)
Proceeds from repayments or sales of investments	76,182
Changes in operating assets and liabilities:

Interest receivable	(999)
Other assets	(1,176)





Interest and facility fees payable	885

Accounts payable and other liabilities	128

Net cash used in operating activities	(268,854)




FINANCING ACTIVITIES:
Borrowings on debt	85,000





Proceeds from issuance of common shares	96,464
Net cash provided by financing activities	181,464
CHANGE IN CASH AND CASH EQUIVALENTS	(87,390)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	113,417
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	26,027

See accompanying notes to consolidated financial statements.

ARES STRATEGIC INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2023

(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 wholly owned subsidiary, ASIF Holdings Inc., 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 intends to elect to be treated and to operate in a manner so as to qualify annually as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”).

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 (NYSE:ARES) (“Ares Management”), 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. For cash management and other purposes, the Fund also intends to 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. The Fund intends to primarily invest 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 have 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.

On October 6, 2022, an affiliate of the Fund’s investment adviser, as its sole initial shareholder, purchased 1,000 of the Fund’s Class I shares.

Beginning in November 2022, the Fund entered into agreements with several investors pursuant to which such investors have 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” under Rule 501(a) of the Securities Act.

Pursuant to such agreements entered into between the Fund and each investor in connection with the Private Placement (the “Private Placement Agreements”), 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 of $25.00 per share, which was equal to the net asset value (“NAV”) per share as of the most recently completed month-end prior to the date of such drawdown.

The Fund commenced operations on December 5, 2022 after the Fund received initial capital from the Private Placement. The Fund intends to offer 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 Exchange Commission (the “SEC”). As of March 31, 2023, subject to the receipt of an exemptive relief order from the SEC,

the Fund intended to offer to sell any combination of three classes of Common Shares, consisting of Class S shares, Class D shares, and Class I 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. As of March 31, 2023, the Fund had submitted an application to the SEC for an exemptive relief order to permit the Fund to offer multiple classes of its Common Shares. Prior to receiving this exemptive relief order, the Fund only offered Class I shares and did not issue Class S or Class D shares. In the Offering, the purchase price per share for each class of Common Shares will equal the Fund’s NAV per share, as of the effective date of the monthly share purchase date. 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. See Note 10 for a subsequent event relating to the exemptive relief order.

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”). 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’s first fiscal period ended on December 31, 2022.

Cash and Cash Equivalents

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.

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.

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, the Fund's board of trustees has designated the investment adviser as its “valuation designee” to perform fair value determinations for investments held by the Fund without readily available market quotations.

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Fund’s investment adviser, as 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 Fund’s investment adviser, as 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 firms that have been engaged to support the valuation of such portfolio investments at least once during a trailing 12-month period (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 investment valuation process within the context of performing the Fund’s integrated 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 its investment adviser, as the valuation designee, as described herein. As part of the valuation process for investments that do not have readily available market prices, the Fund’s investment adviser 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 equity sale occurs, the Fund’s investment adviser considers the pricing indicated by the external event to corroborate its 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 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.

The Fund’s investment adviser, as the valuation designee, subject to the oversight of the 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 Fund’s investment adviser.

•The valuation committee of the Fund’s investment adviser 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 independent third‑party valuation firms, where applicable.

When the Fund's investment adviser 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 Fund's 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 Fund's investment adviser will generally value such assets at the most recent quarterly valuation unless the Fund's investment adviser 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 Fund's investment adviser determines such a change has occurred with respect to one or more investments, the Fund's investment adviser will determine whether to update the value for each relevant investment. See Note 7 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 dividends 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.

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 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.

Organization and Offering Costs

Costs associated with the organization of the Fund are expensed as incurred upon commencement of the Fund’s operations on December 5, 2022. Costs associated with the offering of Common Shares of the Fund will be 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. See Note 6 for more details.

Distributions

To the extent that the Fund has taxable income available, the Fund currently intends to make monthly distributions to its shareholders, commencing with the first full calendar quarter after the Fund holds the first closing in the registered public offering. 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.

Income Taxes

The Fund intends to elect to be treated as a RIC under the Code and operates in a manner so as to qualify for the U.S. federal income 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, as defined by the Code, for each year. The Fund intends 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 dividend 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 dividend 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.

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 does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the consolidated financial statements.

3. AGREEMENTS

Investment Advisory and Management Agreement

The Fund is party to an investment advisory and management agreement with Ares Capital Management. Subject to the overall supervision of the 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 the base management fee and the incentive fee is ultimately borne by the 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 Incentive Fee

The portion 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).

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 the Fund has not yet received in cash. The Fund’s investment adviser is not under any obligation to reimburse the Fund for any part of the income based fees it receives that are based on accrued interest income that the Fund never actually receives. Pre-incentive fee net investment income is not adjusted for incentive fee payments or any shareholder servicing and/or distribution fee payments 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 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 incentive 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 incentive 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 1.25% per quarter (5.0% annualized).

The Fund pays its investment adviser an incentive 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.

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.

(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 fees.

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.

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 Investment Advisers Act of 1940, as amended, or 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.

The Fund commenced operations on December 5, 2022 after the Fund received initial capital from the Private Placement. In connection with the commencement of the Fund’s operations, the investment advisory and management agreement became effective and the base management fee and any incentive fees, as applicable, payable by the Fund to the Fund’s investment adviser under the investment advisory and management agreement began to accrue.

The base management fee, income based incentive fee and capital gains incentive fee for the three months ended March 31, 2023 were as follows:


Base management fee	$	684


Income based incentive fee	$	—
Capital gains incentive fee(1)	$	74

________________________________________

(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 three months ended March 31, 2023. 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 fees paid or capital gains incentive fees accrued under GAAP in all prior periods. 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 of the Fund’s investment adviser and its staff, when and to the extent engaged in providing investment advisory 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. 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 independent valuation firm 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 management fees and incentive fees; 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 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 state administrators; 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, dividend 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 reports to its shareholders and reports and other materials required to be filed with the SEC or any other regulatory authority.

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 three months ended March 31, 2023, the Fund incurred $684 in administrative fees, which were unpaid and included in “accounts payable and other liabilities” in the accompanying consolidated statement of assets and liabilities.

Intermediary Manager Agreement

As of March 31, 2023, the Fund intended to become a party to an intermediary manager agreement (the “Intermediary Manager Agreement”) with AWMS (the “Intermediary Manager”), an affiliate of the Fund’s investment adviser. 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 will be paid with respect to Class I shares. The shareholder servicing and/or distribution fees will be 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 Financial Industry Regulatory Authority, Inc.

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. See Note 10 for a subsequent event relating to the Intermediary Manager Agreement.

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 forty-five 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 following table presents a summary of Expense Payments and the related Reimbursement Payments since the Fund’s commencement of operations:


For the Month Ended	Expense Support from the Adviser		Recoupment of Expense Support		Expense Support No Longer Eligible for Reimbursement		Unreimbursed Expense Support		Ratio of Operating Expenses to Average Net Assets for the Period(1)		Annualized Distribution Ratios for the Period		Eligible for Reimbursement through
December 31, 2022	$	1,449	$	—	$	—	$	1,449	5.04	%	$	—	12/30/2025
January 31, 2023	$	1,088	$	—	$	—	$	1,088	4.56	%	$	—	1/31/2026
February 28, 2023	$	891	$	—	$	—	$	891	3.53	%	$	—	2/28/2026
March 31, 2023	$	916	$	—	$	—	$	916	3.63	%	$	—	3/31/2026

________________________________________

(1)In accordance with the Expense Support and Conditional Reimbursement Agreement, the ratio of operating expenses excludes organization and offering costs, interest expense, base management fee and incentive fee.

4. INVESTMENTS

As of March 31, 2023 and December 31, 2022, investments consisted of the following:




	As of
	March 31, 2023				December 31, 2022
	Amortized Cost(1)		Fair Value		Amortized Cost(1)		Fair Value
First lien senior secured loans	$	325,303	$	324,937	$	108,669	$	108,429
Second lien senior secured loans	9,169		8,808		—		—





Other equity	350		340		100		100
Total	$	334,822	$	334,085	$	108,769	$	108,529

________________________________________

(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 March 31, 2023 and December 31, 2022 were as follows:




	As of
	March 31, 2023		December 31, 2022
Industry
Software and Services	21.3	%	14.6	%
Consumer Services	17.1		20.3
Capital Goods	13.1		13.7
Health Care Services	9.5		9.7
Insurance Services	7.3		7.3
Financial Services	5.4		3.3
Media and Entertainment	5.1		3.6
Materials	4.3		4.9
Technology Hardware and Equipment	2.9		2.5
Commercial and Professional Services	2.7		4.6
Pharmaceuticals, Biotechnology and Life Sciences	2.4		3.6
Retailing and Distribution	2.2		2.3
Consumer Staples Distribution and Retail	2.1		—
Consumer Durables and Apparel	1.0		0.7
Transportation	0.9		0.9
Other	2.7		8.0
Total	100.0	%	100.0	%




	As of
	March 31, 2023		December 31, 2022
Geographic Region
United States	95.9	%	94.9	%
Canada	2.3	%	1.9
Europe	1.6	%	2.5
Cayman Islands	0.2	%	0.7
Total	100.0	%	100.0	%

As of March 31, 2023 and December 31, 2022, none of the loans were on non-accrual status.

5. DEBT

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. The Fund’s sole initial shareholder has approved a proposal that allows the Fund to reduce its asset coverage ratio applicable to senior securities from 200% to 150%. As of March 31, 2023, the Fund’s asset coverage was 395%.

The Fund’s outstanding debt as of March 31, 2023 and December 31, 2022 was as follows:


	As of
	March 31, 2023							December 31, 2022

	Total Aggregate Principal Amount Committed/ Outstanding (1)			Principal Amount Outstanding		Carrying Value		Total Aggregate Principal Amount Committed/ Outstanding (1)		Principal Amount Outstanding		Carrying Value
Credit Facility	$	625,000	(2)	$	85,000	$	85,000	$	625,000	$	—	$	—



Total	$	625,000		$	85,000	$	85,000	$	625,000	$	—	$	—

________________________________________

(1)Represents the total aggregate amount committed or outstanding, as applicable, under the Credit Facility (as defined below). Borrowings under the committed Credit Facility (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 Credit Facility (as defined below) to a maximum of $1,050,000.

Credit Facility

On December 20, 2022, the Fund entered into a senior secured revolving credit facility agreement with JPMorgan Chase Bank, N.A. and each of the other parties thereto (the “Credit Facility”), that allows the Fund to borrow up to $625,000 at any one time outstanding. The end of the revolving period and the stated maturity date are December 20, 2026 and December 20, 2027, respectively. The Credit Facility also provides for a feature that allows the Fund, under certain circumstances, to increase the overall size of the Credit Facility to a maximum of $1,050,000. The 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 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 Credit Facility. Amounts available to borrow under the 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 Credit Facility) that are pledged as collateral. As of March 31, 2023 and December 31, 2022, the Fund was in compliance in all material respects with the terms of the Credit Facility.

As of March 31, 2023, there was $85,000 outstanding under the Credit Facility. As of December 31, 2022, there was no borrowings under the Credit Facility. The Credit Facility also provides for a sub-limit for the issuance of letters of credit for up to an aggregate amount of $100,000. The carrying value of the Fund’s borrowings under the Credit Facility approximates fair value and would be categorized as Level 2 in the fair value hierarchy.

The interest rate charged on the 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) and an applicable spread of either 1.75% or 1.875% or an “alternate base rate” (as defined in the agreements governing the 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 and term loans outstanding under the Credit Facility and (b) 85% of the total commitments of the Credit Facility (or, if higher, the total revolving exposure) plus (ii) other debt, if any, secured by the same collateral as the

Credit Facility. The Credit Facility allows for borrowings to be made using one, three or six month SOFR. As of March 31, 2023, the one, three and six month SOFR was 4.80%, 4.91% and 4.90%, respectively. As of March 31, 2023 and December 31, 2022, the applicable spread in effect was 1.875%. In addition to the stated interest expense on the Credit Facility, the Fund is required to pay a commitment fee of 0.375% per annum on any unused portion of the 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.

For the three months ended March 31, 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 Credit Facility were as follows:




	For the Three Months Ended March 31, 2023
Stated interest expense	$	310
Credit facility fees	569
Amortization of debt issuance costs	302
Total interest and credit facility fees expense	$	1,181
Cash paid for interest expense	$	—
Average stated interest rate	6.35		%
Average outstanding balance	$	18,500

6. COMMITMENTS AND CONTINGENCIES

The Fund’s investment adviser has agreed to advance all of the Fund’s organization and initial offering expenses, including in connection with the Private Placement, subject to the conditions contained in the Expense Support and Conditional Reimbursement Agreement. The Fund has not recognized any accrued expenses related to the offering costs because a successful registered offering has not occurred as of March 31, 2023. The total offering costs (which includes all offering expenses incurred in connection with the Private Placement) incurred through March 31, 2023 were approximately $4,679.

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 March 31, 2023 and December 31, 2022, the Fund had total commitments to fund revolving and delayed draw terms loans in the aggregate principal amount of $19,638 and $6,411, respectively, of which $19,269 and $6,387, respectively, were unfunded.

The Fund’s 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).

In addition, as of March 31, 2023, the Fund was party to an agreement to fund equity investment commitments in the aggregate amount of $6, all of which were unfunded. As of December 31, 2022, the Fund had no equity investment commitments.

7. 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 item 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 Fund’s investment adviser, as valuation designee, employs its valuation policy and procedures that are consistent with the provision of Rule 2a-5 under the Investment Company Act and ASC 820-10 (see Note 2 for more information). The Fund’s investment adviser 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 the investments in the Fund’s portfolio, the fair value of the 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 publicly traded comparable companies, if any. The Fund’s investment adviser 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 Fund’s investment adviser 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 Fund’s investment adviser, as 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 and investments as of March 31, 2023:


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	26,027	$	—	$	—	$	26,027

First lien senior secured loans	$	—	$	225,983	$	98,954	$	324,937
Second lien senior secured loans	—		—		8,808		8,808
Other equity	—		—		340		340
Total investments	$	—	$	225,983	$	108,102	$	334,085

The following table presents fair value measurements of cash and cash equivalents and investments as of December 31, 2022:


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	113,417	$	—	$	—	$	113,417

First lien senior secured loans	$	—	$	89,785	$	18,644	$	108,429
Other equity	—		—		100		100
Total investments	$	—	$	89,785	$	18,744	$	108,529

The following tables summarize the significant unobservable inputs the Fund’s investment adviser used to value the majority of the Fund’s investments categorized within Level 3 as of March 31, 2023 and December 31, 2022, respectively. The table is not intended to be all-inclusive, but instead to capture the significant unobservable inputs relevant to the determination of fair values.

As of March 31, 2023

Unobservable Input

Asset Category

Fair Value

Primary Valuation Techniques

Input

Estimated Range

Weighted Average(1)

First lien senior secured loans

83,860

Yield analysis

Market yield

12.4% - 13.3%

12.9%

15,094

Broker quotes

N/A

Second lien senior secured loans

8,808

Yield analysis

Market yield

14.4%

Other equity

340

EV market multiple analysis

EBITDA multiple

13.2x - 15.6x

14.2x

Total investments

108,102

____________________________________

(1)Unobservable inputs were weighted by the relative fair value of the investments.

As of December 31, 2022

Unobservable Input

Asset Category

Fair Value

Primary Valuation Techniques

Input

Estimated Range

Weighted Average(1)

First lien senior secured loans

18,644

Yield analysis

Market yield

12.3% - 13.9%

13.2%

Other equity

100

EV market multiple analysis

EBITDA multiple

13.2x - 15.0x

14.1x

Total investments

18,744

____________________________________

(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.

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 following table presents changes in investments that use Level 3 inputs as of and for the three months ended March 31, 2023:


	As of and For the Three Months Ended March 31, 2023
Balance as of December 31, 2022	$	18,744
Net realized gains	163
Net unrealized losses	(692)
Purchases	98,764
Sales	(11,607)
Repayments	(78)

Net accretion of discount on securities	135
Net transfers in and/or out of Level 3	2,673
Balance as of March 31, 2023	$	108,102

Investments were transferred into and out of Level 3 during the three months ended March 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 March 31, 2023, the net unrealized depreciation on the investments that use Level 3 inputs was $394.

For the three months ended March 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 March 31, 2023, and reported within the net unrealized gains (losses) on investments in the Fund’s consolidated statement of operations, was $(379).

8. NET ASSETS

In connection with its formation, 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 1,000 of the Fund’s Class I shares. Beginning in November 2022, the Fund entered into subscription agreements with Private Placement Investors for total commitments as of March 31, 2023 of $847,098 to purchase the Fund’s Class I shares. During the three months ended March 31, 2023, the Fund called an additional $96,463 from the Private Placement Investors and issued approximately 3,815 Class I shares. Since October 6, 2022 through March 31, 2023, the Fund called an aggregate of $244,636 from the Private Placement Investors, and in exchange therefore the Fund issued approximately 9,742 Class I shares to 61 shareholders, including the investment from the Fund’s sole initial shareholder. As of March 31, 2023, the Fund had not sold any shares of its Class S or Class D shares. See Note 10 for a subsequent event relating to additional capital called from the Private Placement Investors.

Subject to the receipt of an exemptive relief order from the SEC, as of March 31, 2023, the Fund intended to offer on a continuous basis, to sell any combination of three classes of Common Shares consisting of Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount of $7.5 billion in the Offering. The purchase price per share for each class of Common Shares equals the Fund’s NAV per share, as of the effective date of the monthly share purchase date. The 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.

As of March 31, 2023, the Fund had submitted to the SEC an application for an exemptive relief order to permit it to offer multiple classes of its Common Shares. As of March 31, 2023, as it had not received an exemptive order granted by the SEC, the Fund was permitted to offer only Class I shares and had not issued any Class S or Class D shares. See Note 10 for a subsequent event relating to the exemptive relief order.

Net Asset Value Per Share and Offering Price

In connection with the Offering, 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. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be NAV per share for each share class as of the last calendar day of the immediately preceding month. The following table summarizes each month-end NAV per share for Class I shares as of December 31, 2022 and during the three months ended March 31, 2023.


	NAV Per Share
For the Months Ended	Class I
December 31, 2022	$	24.99
January 31, 2023	$	25.40
February 28, 2023	$	25.58
March 31, 2023	$	25.71

9. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights as of and for the three months ended March 31, 2023:


	As of and For the Three Months Ended March 31, 2023
	Class I
Per Share Data:
Net asset value, beginning of period	$	24.99
Issuances of common shares	0.05



Net investment income for period(1)	0.58
Net realized and unrealized gains for period(1)	0.09
Net increase in net assets	0.72

Net asset value, end of period	$	25.71


Total return based on net asset value(2)	2.88		%
Shares outstanding, end of period	9,742
Ratio/Supplemental Data:
Net assets, end of period	$	250,454


Ratio of operating expenses (excluding expense support) to average net assets(3)(4)	6.30		%
Ratio of operating expenses (including expense support) to average net assets(3)(4)	0.61		%



Ratio of net investment income to average net assets(3)(5)	9.90		%
Portfolio turnover rate(3)	190		%

_______________________________________________________________________________

(1)Weighted average basic per share data.

(2)For the three months ended March 31, 2023, 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.

(3)The ratios reflect an annualized amount.

(4)For the three months ended March 31, 2023, the ratio of operating expenses to average net assets consisted of the following:


	As of and For the Three Months Ended March 31, 2023
	Class I
Base management fees	1.34	%
Income based incentive fees and capital gains incentive fees	0.15	%
Cost of borrowing	2.32	%

Other operating expenses	2.49	%
Total operating expenses	6.30	%

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

10. 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 consolidated financial statements or accompanying notes, except as discussed below.

On April 17, 2023, the Fund was granted an exemptive relief order from the SEC that permits the Fund to issue multiple classes of its Common Shares. The Fund may offer to sell any combination of three classes of Common Shares consisting of Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount of $7.5 billion in the Offering. The share classes have different ongoing shareholder servicing and/or distribution fees. The purchase price per share for each class of Common Shares will equal the Fund’s NAV per share, as of the effective date of the monthly share purchase date.

On April 24, 2023, the Fund received a notice of effectiveness related to the Fund’s Form N-2 Registration Statement (the “Registration Statement”). Pursuant to the Registration Statement, the Fund may offer and sell on a continuous basis up to $7.5 billion of its Common Shares in the Offering.

On April 24, 2023, the Fund entered into the Intermediary Manager Agreement with AWMS, the Fund's intermediary manager.

In May 2023, the Fund called an additional $100,000 from the Private Placement Investors.

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

The information contained in this section should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report. In addition, some of the statements in this Quarterly Report (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 report involve a number of risks and uncertainties, including statements concerning:

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

•the return or impact of current and future investments;

•the impact of global health crises on our or our portfolio companies’ business and the United States and global economy;

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

•changes in the general economy, slowing economy, rising inflation, risk of recession and risks in respect of a failure to increase the U.S. debt ceiling;

•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;

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

•our ability to recover unrealized losses;

•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;

•our contractual arrangements and relationships with third parties;

•the state of the general economy;

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

•uncertainty surrounding global financial stability, including the liquidity of certain banks;

•the war in Ukraine and Russia and the potential for volatility in energy prices and other commodities and their impact on the industries in which we invest;

•the social, geopolitical, financial, trade and legal implications of Brexit;

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

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

•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;

•our ability to successfully complete and integrate any acquisitions;

•the outcome and impact of any litigation or regulatory proceeding;

•the adequacy of our cash resources and working capital;

•the timing, form and amount of any dividend distributions;

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

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

We use words such as “anticipates,” “believes,” “expects,” “intends,” “project,” “estimates,” “will,” “should,” “could,” “would,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in our Form N-2 Registration Statement (the “Registration Statement”) and in this Quarterly Report.

We have based the forward-looking statements included in this Quarterly Report on information available to us on the filing date of this Quarterly Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

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 under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). We also intend to elect to be treated and to operate in a manner so as to continuously qualify annually as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended.

We are externally managed by Ares Capital Management LLC (“Ares Capital Management” or our “investment adviser”), a subsidiary of Ares Management Corporation (NYSE:ARES) (“Ares Management”), a publicly traded, leading global alternative investment manager, pursuant to our 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 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 intend to 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 intend to 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 investments of varying maturities. Subject to the limitations of the Investment Company Act, 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 Management’s funds. From time to time, we may co-invest with other Ares Management’s funds.

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 Facility (as defined below) 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. To finance investments, we may securitize certain of our secured loans or other investments, including through the formation of one or more collateralized loan obligations, while retaining all or most of the exposure to the performance of these investments.

MACROECONOMIC ENVIRONMENT

Credit markets continued to be under pressure during the first quarter of 2023 amid a risk-off environment and sustained macro-economic uncertainty due to record-high inflation, tighter financial conditions, financial market instability and growing recession risk. Central banks have remained focused on restoring price stability by raising interest rates and have signaled that growth may be hindered until inflation comes under control.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenues

We generate revenue 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.

Expenses

The services of all investment professionals of our investment adviser and its staff, when and to the extent engaged in providing investment advisory 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 three months ended March 31, 2023 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 three months ended March 31, 2023 for more information on the Expense Support and Conditional Reimbursement Agreement.

PORTFOLIO AND INVESTMENT ACTIVITY

Our investment activity for the three months ended March 31, 2023 is presented below.



(dollar amounts in thousands)
New investment commitments(1):


Total new investment commitments(2)	$	358,114

Less: investment commitments exited(3)	(114,805)
Net investment commitments	$	243,309
Principal amount of investments funded:
First lien senior secured loans	$	335,114
Second lien senior secured loans	9,420

Senior subordinated loans	250

Other equity	250
Total	$	345,034
Principal amount of investments sold or repaid:
First lien senior secured loans	$	114,472





Senior subordinated loans	250

Total	$	114,722


Weighted average remaining term for investment commitments (in months)	70
Percentage of new investment commitments at floating rates	100		%

Weighted average yield(4):
Funded during the period at amortized cost	9.2		%
Funded during the period at fair value	9.2		%

_______________________________________________________________________________

(1)New investment commitments include new agreements to fund revolving loans or delayed draw loans. See Note 6 to our consolidated financial statements for the three months ended March 31, 2023 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 $344 million for the three months ended March 31, 2023.

(3)Includes funded commitments. For the three months ended March 31, 2023, investment commitments exited included exits of unfunded commitments of $0.1 million.

(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.

As of March 31, 2023 and December 31, 2022, our investments consisted of the following:




	As of
	March 31, 2023				December 31, 2022
(in thousands)	Amortized Cost(1)		Fair Value		Amortized Cost(1)		Fair Value
First lien senior secured loans	$	325,303	$	324,937	$	108,669	$	108,429
Second lien senior secured loans	9,169		8,808		—		—





Other equity	350		340		100		100
Total	$	334,822	$	334,085	$	108,769	$	108,529

________________________________________

(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). See Note 6 to our consolidated financial statements for the three months ended March 31, 2023 for more information on our unfunded commitments.

The weighted average yields of our total portfolio at amortized cost and fair value were 9.7% and 9.7%, respectively, as of March 31, 2023 and 9.5% and 9.5%, respectively, as of December 31, 2022. The weighted average yields on total portfolio 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 accruing debt, divided by (b) total investments at amortized cost or at 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:


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 March 31, 2023 and December 31, 2022, all of our portfolio investments were assessed a grade of 3. As of March 31, 2023 and December 31, 2022, the weighted average grade of the investments in our portfolio at fair value was 3.0 and 3.0, respectively.

As of March 31, 2023 and December 31, 2022, none of the loans were on non-accrual status.

RESULTS OF OPERATIONS

We commenced operations on December 5, 2022 after we received initial capital from the Private Placement (as defined below).

Operating results for the three months ended March 31, 2023 were as follows:


(in thousands)	For the Three Months Ended March 31, 2023
Interest income	$	5,246
Other income	106
Total investment income	5,352

Expenses
Interest and credit facility fees	1,181
Base management fee	684
Capital gains incentive fee	74
Administrative fees	684
Other general and administrative	582

Total expenses	3,205
Expense support	(2,895)
Net expenses	310
Net investment income	5,042

Net realized gains on investments	1,340
Net unrealized losses on investments	(490)

Net increase in net assets resulting from operations	$	5,892

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.

Total investment income was primarily due to our investment portfolio which continued to grow from $109 million at December 31, 2022 to $334 million at March 31, 2023. Our weighted average yield on total investments at amortized cost and fair value was 9.7% and 9.7%, respectively, as of March 31, 2023, and 9.5% and 9.5%, respectively, as of December 31, 2022. The increase in the weighted average yield on total investments was primarily due to higher base rates.

During the three months ended March 31, 2023, we incurred expenses of $3.2 million, of which $2.9 million have been advanced by our investment adviser in accordance with the Expense Support and Conditional Reimbursement Agreement. The $2.9 million advanced by our investment adviser in accordance with the Expense Support and Conditional Reimbursement Agreement includes all organization expenses and offering expenses, including the Private Placement expenses, incurred during the three months ended March 31, 2023. See Note 3 to our consolidated financial statements for the three months ended March 31, 2023 for more information on our Expense Support and Conditional Reimbursement Agreement.

For the three months ended March 31, 2023, we recorded net realized gains on investments of $1.3 million, primarily from full or partial sales of our debt investment.

For the three months ended March 31, 2023, we recorded net unrealized losses on investments of $0.5 million.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our current liquidity and capital resources are expected to be generated primarily from the proceeds received from the Private Placement (as defined below), cash flows from our operations and advances from the Credit Facility (as defined below). Further, we expect to generate additional liquidity and capital resources from the net proceeds of the offering of our common shares of beneficial interest, including Class S shares, Class D shares and Class I shares (“Common Shares”), pursuant to our Registration Statement or any future offerings of our debt or equity securities, and any financing arrangements we may enter into in the future. We intend to sell our Common Shares on a continuous basis at a per share price equal to the then-current net asset value (“NAV”) per share.

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) 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 March 31, 2023, we had $85 million of debt outstanding under our Credit Facility (as defined below).

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

Equity Capital Activities

Private Placement

Beginning in November 2022 and ending on January 30, 2023, we entered into subscription agreements with several investors providing for the commitment to purchase an aggregate of up to $847 million of our Class I shares (the “Private Placement”).

Pursuant to the subscription agreements entered into between us and each investor in connection with the Private Placement (the “Subscription Agreements”), 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. Private Placement Investors’ subscriptions were initially drawn down at a price of $25.00 per share, and subsequent drawdowns are priced at our current NAV at the time of drawdown. Under the Subscription Agreements, we intend to call all capital from the Private Placement Investors prior to closing on the sale of any shares. During the three months ended March 31, 2023, we called an additional $96 million from the Private Placement Investors and issued 3,815,410 Class I shares. Since our inception and through March 31, 2023, we called an aggregate of $245 million from the Private Placement Investors, and in exchange therefore, we issued 9,742,326 Class I shares to 61 shareholders, including the investment from our sole initial shareholder. As of March 31, 2023, we had not offered or sold any of our Class S or Class D shares. See “—Recent Developments,” as well as Note 10 to our consolidated financial statements for the three months ended March 31, 2023 for a subsequent event relating to additional capital called from the Private Placement Investors.

See “—Recent Developments,” as well as Note 10 to our consolidated financial statements for the three months ended March 31, 2023 for subsequent events relating to the exemptive relief order granted to us by the SEC and the notice of effectiveness related to our Registration Statement.

Net Asset Value Per Share and Offering Price

We determine NAV for Class I 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 following table summarizes each month-end NAV per share for Class I shares as of December 31, 2022 and during the three months ended March 31, 2023.


	NAV Per Share
For the Months Ended	Class I
December 31, 2022	$	24.99
January 31, 2023	$	25.40
February 28, 2023	$	25.58
March 31, 2023	$	25.71

Debt Capital Activities

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 “Credit Facility”), that allows us to borrow up to $625 million at any one time outstanding. The end of the revolving period and the stated maturity date are December 15, 2026 and December 15, 2027, respectively. As of March 31, 2023, there was $85 million outstanding under the Credit Facility. As of December 31, 2022, there was no borrowings under the Credit Facility. See Note 5 to our consolidated financial statements for the three months ended March 31, 2023 for more information on our debt obligations.

Off-Balance Sheet Arrangements

Our investment portfolio may contain debt investments which are in the form of revolving and delayed draw loan commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. See Note 6 to our consolidated financial statements for the three months ended March 31, 2023 for more information on our commitments to fund revolving loans and delayed draw loans.

RECENT DEVELOPMENTS

On April 17, 2023, we were granted an exemptive relief order from the SEC that permits us to issue multiple classes of our Common Shares. We may offer to sell any combination of three classes of Common Shares consisting of Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount of $7.5 billion in the Offering. The share classes have different ongoing shareholder servicing and/or distribution fees. The purchase price per share for each class of Common Shares will equal the Fund’s NAV per share, as of the effective date of the monthly share purchase date.

On April 24, 2023, we received a notice of effectiveness related to our Registration Statement. Pursuant to the Registration Statement, we may offer and sell on a continuous basis up to $7.5 billion of our Common Shares in the Offering.

On April 24, 2023, we entered into an intermediary manager agreement with Ares Wealth Management Solutions, LLC, our intermediary manager.

In May 2023, we called an additional $100 million from the Private Placement Investors.

CRITICAL ACCOUNTING ESTIMATES

This discussion of our expected operating plans is based upon our expected consolidated financial statements, which will be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these consolidated financial statements will require our management 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 three months ended March 31, 2023 for more information on our critical accounting policies.

Investments

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.

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 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 our investment adviser, as 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 firms that have been engaged to support the valuation of such portfolio investments at least once during a trailing 12‑month period (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 investment valuation process within the context of performing our integrated audit.

Investments in our portfolio that do not have a readily available market are valued at fair value as determined in good faith by our investment adviser, as the valuation designee, as described herein. As part of the valuation process for investments that do not have readily available market prices, our investment adviser 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 equity sale occurs, our investment adviser 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.

Our investment adviser, as 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.

•Preliminary valuations are reviewed and discussed by our investment adviser’s valuation committee.

•Our investment adviser’s valuation committee 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 independent third‑party valuation firms, where applicable.

When our investment adviser determines our NAV as of the last day of a month that is not also the last day of a calendar quarter, our 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, our investment adviser will generally value such assets at the most recent quarterly valuation unless our investment adviser 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 our investment adviser determines such a change has occurred with respect to one or more investments, our investment adviser 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 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.

•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, we continue to employ the net asset valuation policy that is consistent with ASC 820-10. Our investment adviser 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. Our valuation policy considers the fact that because there may not be a readily available market value for certain investments in our portfolio, the fair value of the investments may typically 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. Our investment adviser 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, our investment adviser 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, our investment adviser, as 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 7 to our consolidated financial statements for the three months ended March 31, 2023 for more information on our valuation process.

Item 3. 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 rising interest rates, inflationary pressures, risks in respect of a failure to increase the U.S. debt ceiling, the war in Ukraine and Russia and the failure of major financial institutions 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 additional 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—Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies” in our Registration Statement on Form N-2 filed with the SEC on April 20, 2023, as may be amended and supplemented from time to time.

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 our investment adviser, as 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 firms that have been engaged to support the valuation of each portfolio investment without a readily available market quotation at least once during a trailing 12-month period (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 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 three months ended March 31, 2023 for more information relating to our investment valuation.

Interest Rate Risk

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 rising interest rate environment” in our Registration Statement on Form N-2, filed with the SEC on April 20, 2023.

As of March 31, 2023, all of our debt investments at fair value were at floating rates. Any future borrowings under the Credit Facility will bear interest at variable rates with no interest rate floors.

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 March 31, 2023 consolidated statements 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 thousands) Basis Point Change	Interest Income		Interest Expense		Net Income(1)
Up 300 basis points	$	10,439	$	2,550	$	7,889
Up 200 basis points	$	6,959	$	1,700	$	5,259
Up 100 basis points	$	3,480	$	850	$	2,630
Down 100 basis points	$	(3,480)	$	(850)	$	(2,630)
Down 200 basis points	$	(6,959)	$	(1,700)	$	(5,259)
Down 300 basis points	$	(10,439)	$	(2,550)	$	(7,889)

________________________________________

(1)Excludes the impact of income based incentive fees. See Note 3 to our consolidated financial statements for the three months ended March 31, 2023 for more information on the income based incentive fees.

Based on our December 31, 2022 consolidated statements 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 thousands) Basis Point Change	Interest Income		Interest Expense		Net Income(1)
Up 300 basis points	$	3,365	$	—	$	3,365
Up 200 basis points	$	2,243	$	—	$	2,243
Up 100 basis points	$	1,122	$	—	$	1,122
Down 100 basis points	$	(1,122)	$	—	$	(1,122)
Down 200 basis points	$	(2,243)	$	—	$	(2,243)
Down 300 basis points	$	(3,358)	$	—	$	(3,358)

________________________________________

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officers and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based upon that evaluation and subject to the foregoing, our principal executive officers and principal financial officer concluded that, as of March 31, 2023, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended March 31, 2023 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we may be subject to certain legal proceedings, from time to time. From time to time, we, our executive officers, trustees and our investment adviser 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. We and our investment adviser are also subject to extensive regulation, which may result in regulatory proceedings or investigations against us or our investment adviser, respectively. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, neither us nor our investment adviser expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors described below and in the caption “Risk Factors” in our Registration Statement on Form N-2, which could materially affect our business, financial condition and/or operating results. The risks described in our Registration Statement on Form N-2 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.

The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks who may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted and others may be materially and adversely impacted. Our business is dependent on bank relationships and we are proactively monitoring the financial health of such bank relationships. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended March 31, 2023, we called approximately $96 million from the Private Placement Investors and in exchange issued 3,815,410 Class I shares. These shares were issued and sold to accredited investors 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 with respect to transactions by an issuer not involving any public offering.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

EXHIBIT INDEX


Exhibit Number						Description
3.1						Third Amended and Restated Declaration of Trust(1)
3.2						First Amended and Restated Bylaws(2)
10 .1						Amended and Restated Investment Management and Advisory Agreement(3)
10 .2						Intermediary Manager Agreement*
31.1						Certification by Co-Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2						Certification by Co-Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.3						Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1						Certification by the Chief Executive Officers and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

________________________________________

* Filed herewith

** This certification is not deemed filed by the SEC and is not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.

(1)Incorporated by reference to Exhibit (a)(1) to the Fund’s Pre-Effective Amendment No. 3 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2 (File No. 333-264145), filed on January 31, 2023.

(2)Incorporated by reference to Exhibit (b) to the Fund’s Pre-Effective Amendment No. 3 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2 (File No. 333-264145), filed on January 31, 2023.

(3)Incorporated by reference to Exhibit (g) to the Fund’s Pre-Effective Amendment No. 4 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2 (File No. 333-264145), filed on March 9, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ARES STRATEGIC INCOME FUND


May 15, 2023	By	/s/ MICHAEL L. SMITH
		Michael L. Smith Co-Chief Executive Officer

May 15, 2023	By	/s/ MITCHELL GOLDSTEIN
		Mitchell Goldstein Co-Chief Executive Officer

May 15, 2023	By	/s/ SCOTT C. LEM
		Scott C. Lem Chief Financial Officer and Treasurer

Exhibit 10.2

EXECUTION VERSION

INTERMEDIARY MANAGER AGREEMENT

April 24, 2023

Ares Wealth Management Solutions, LLC

One Tabor Center

1200 17th St., Suite 2900

Denver, CO 80202

This Intermediary Manager Agreement (this “Agreement”) is entered into by and between Ares Strategic Income Fund, a Delaware statutory trust (the “Fund”) and Ares Wealth Management Solutions, LLC (the “Intermediary Manager”).

The Fund has filed one or more registration statements with the U.S. Securities and Exchange Commission (the “SEC”) that are listed on Schedule 1 to this Agreement (each, a “Registration Statement”), which Schedule 1 may be amended from time to time with the written consent of the Fund and the Intermediary Manager to reflect any additional Registration Statements. In this Agreement, unless explicitly stated otherwise, “the Registration Statement” means, at any given time, each of the registration statements listed on Schedule 1, as such Schedule 1 may be amended from time to time, as each such registration statement is finally amended and revised at the effective date of the registration statement (including at the effective date of any post-effective amendment thereto).

Each Registration Statement shall register a continuous offering (each, an “Offering”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (“Common Shares”), which may consist of Class S, Class D and/or Class I common shares of beneficial interest (the “Shares”). In this Agreement, unless explicitly stated otherwise, “the Offering” means each Offering covered by a Registration Statement and “Shares” means the Shares being offered in the Offering.

The Offering is and shall be comprised of a maximum amount of Shares set forth in the Prospectus (as defined in Section 1.a. below). Shares of any class of the Fund offered for sale by the Intermediary Manager shall be offered for sale at a price per share (the "offering price") equal to (a) their net asset value (determined in the manner set forth in the Prospectus) plus (b) a sales charge, if any and except to those persons set forth in the Prospectus, which shall be the percentage of the offering price of such Shares as set forth in the Prospectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. The Fund will also issue shares pursuant to its distribution reinvestment plan (the “DRIP Shares”). In connection with the Offering, the minimum purchase by any one person shall be as set forth in the Prospectus (except as otherwise indicated in any letter or memorandum from the Fund to the Intermediary Manager).

In this Agreement, unless explicitly stated otherwise, any references to the Registration Statement, the Offering, the Shares or the Prospectus with respect to each other shall mean only those that are all related to the same Registration Statement.

The Fund is offering to the public three classes of Shares, Class S shares, Class D shares and Class I shares. The differences between the classes of Shares and the eligibility requirements for each class are described in detail in the Prospectus. The Shares are to be offered and sold to the public as described under the caption “Plan of Distribution” in the Prospectus. Except as otherwise agreed by the Fund and the Intermediary Manager, Shares sold through the Intermediary Manager are to be sold through the Intermediary Manager, as the Intermediary Manager, and the brokers (each a “Broker” and collectively, the “Brokers”) with whom the Intermediary Manager has entered into or will enter into a selected intermediary agreement related to the distribution of Shares substantially in the form attached to this Agreement as Exhibit “A” or such other form as approved by the Fund (each a “Selected Intermediary Agreement”) at a purchase price equal to the offering price applicable to the class of Shares being purchased. For shareholders who participate in the Fund’s distribution reinvestment plan, the cash distributions attributable to the class of Shares that each shareholder owns will be automatically invested in additional shares of the same class. The DRIP Shares are to be issued and sold to shareholders of the Fund at a purchase price equal to the most recent available NAV per share for such shares at the time the distribution is payable.

Terms not defined herein shall have the same meaning as in the Prospectus. Now, therefore, the Fund hereby agrees with the Intermediary Manager as follows:

1. Representations and Warranties of the Fund: The Fund represents and warrants to the Intermediary Manager and each Broker participating in an Offering, with respect to such Offering, as applicable, that:

a. A Registration Statement with respect to the Shares has been prepared by the Fund in accordance with applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”), and the applicable rules and regulations (the “Rules and Regulations”) of the SEC promulgated thereunder, covering the Shares. Copies of such Registration Statement and each amendment thereto have been or will be delivered to the Intermediary Manager. The prospectus contained therein, as finally amended and revised at the effective date of the Registration Statement (including at the effective date of any post-effective amendment thereto), is hereinafter referred to as the “Prospectus,” except that if the prospectus or prospectus supplement filed by the Fund pursuant to Rule 424B3 under the Securities Act shall differ from the Prospectus on file at the Effective Date, the term “Prospectus” shall also include such prospectus or prospectus supplement filed pursuant to Rule 424B3. “Effective Date” means the applicable date upon which the Registration Statement or any post-effective amendment thereto is or was first declared effective by the SEC. “Filing Date” means the applicable date upon which the initial Prospectus or any amendment or supplement thereto is filed with the SEC.

b. The Fund has been duly and validly organized and formed as a statutory trust under the laws of the state of Delaware, with the power and authority to conduct its business as described in the Prospectus.

c. As of the Effective Date or Filing Date, as applicable, the Registration Statement and Prospectus complied or will comply in all material respects with the Securities Act and the Rules and Regulations. The Registration Statement, as of the applicable Effective Date, does not and will not contain any untrue statements of material facts or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus as of the applicable Filing Date, does not and will not contain any untrue statements of material facts or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that the foregoing provisions of this Section 1.c. will not extend to such statements contained in or omitted from the Registration Statement or Prospectus as are primarily within the knowledge of the Intermediary Manager or any of the Brokers and are based upon information furnished by the Intermediary Manager in writing to the Fund specifically for inclusion therein.

d. The Fund intends to use the funds received from the sale of the Shares as set forth in the Prospectus.

e. No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Fund of this Agreement or the issuance and sale by the Fund of the Shares, except such as may be required under the Securities Act and the Rules and Regulations, by the Financial Industry Regulatory Authority, Inc. (“FINRA”) or applicable state securities laws.

f. Unless otherwise described in the Registration Statement and Prospectus, there are no actions, suits or proceedings pending or to the knowledge of the Fund, threatened against the Fund at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which will have a material adverse effect on the business or property of the Fund.

g. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Fund will not conflict with or constitute a default under any declaration of trust, by-law, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Fund, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws.

h. The Fund has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws.

i. At the time of the issuance of the Shares, the Shares will have been duly authorized and, when issued and sold as contemplated by the Prospectus and the Fund’s declaration of trust, as amended and supplemented, and upon payment therefor as provided by the Prospectus and this Agreement, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus.

j. The Fund has filed all material federal, state and foreign income tax returns, which have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Fund to the extent that such taxes or assessments have become due, except where the Fund is contesting such assessments in good faith.

k. The financial statements of the Fund included in the Prospectus present fairly in all material respects the financial position of the Fund as of the date indicated and the results of its operations for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis.

l. Upon the commencement of the Offering, the Fund will be a non-diversified, closed-end management investment company that has elected to be treated as a business development company under the 1940 Act, and has not withdrawn such election, and the SEC has not ordered that such election be withdrawn nor to the Fund’s knowledge have proceedings to effectuate such withdrawal been initiated or threatened by the SEC.

m. Any and all printed sales literature or other materials which have been approved in advance in writing by the Fund and appropriate regulatory agencies for use in the Offering (“Authorized Sales Materials”) prepared by the Fund and any of its affiliates (excluding the Intermediary Manager) specifically for use with potential investors in connection with the Offering, when used in conjunction with the Prospectus, did not at the time provided for use, and, as to later provided materials, will not at the time provided for use, include any untrue statement of a material fact nor did they at the time provided for use, or, as to later provided materials, will they, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and when read in conjunction with the Prospectus, not misleading. If at any time any event occurs which is known to the Fund as a result of which such Authorized Sales Materials when used in conjunction with the Prospectus would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Fund will notify the Intermediary Manager thereof.

n. Except as disclosed in the Registration Statement and the Prospectus, (i) no person is serving or acting as an officer, director or investment adviser of the Fund, except in accordance with the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended, and the applicable published rules and regulations thereunder, and (ii) to the knowledge of the Fund, no director of the Fund is an “affiliated person” (as defined in the 1940 Act) of the Intermediary Manager.

2. Covenants of the Fund. The Fund covenants and agrees with the Intermediary Manager that:

a. It will, at no expense to the Intermediary Manager, furnish the Intermediary Manager with such number of printed copies of the Prospectus, in preliminary and final form, including all amendments and exhibits thereto, as the Intermediary Manager may reasonably request. It will similarly furnish to the Intermediary Manager and others designated by the Intermediary Manager as many copies of any other Authorized Sales Materials (provided that the use of said Authorized Sales Materials has been first approved for use by all appropriate regulatory agencies.

b. It will furnish such proper information and execute and file such documents as may be necessary for the Fund to qualify the Shares for offer and sale under the securities laws of such jurisdictions as the Intermediary Manager may reasonably designate and will file and make in each year such statements and reports as may be required. The Fund will furnish to the Intermediary Manager upon request a copy of such papers filed by the Fund in connection with any such qualification.

c. It will: (a) use its best efforts to cause the Registration Statement to become effective; (b) furnish copies of any proposed amendment or supplement of the Registration Statement or Prospectus to the Intermediary Manager; (c) file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC; and (d) if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration

Statement, it will promptly notify the Intermediary Manager and, to the extent the Fund determines such action is in the best interests of the Fund, use its commercially reasonable efforts to obtain the lifting of such order.

d. If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of either the Fund or the Intermediary Manager, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in view of the circumstances under which they were made, not misleading, the Fund will promptly notify the Intermediary Manager thereof (unless the information shall have been received from the Intermediary Manager) and will effect the preparation of an amended or supplemental Prospectus which will correct such statement or omission. The Fund will then promptly prepare such amended or supplemental Prospectus or Prospectuses as may be necessary to comply with the requirements of Section 10 of the Securities Act.

e. It will disclose a per share estimated value of the Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).

3. Obligations and Compensation of Intermediary Manager

a. The Fund hereby appoints the Intermediary Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Registration Statement (subject to the Fund’s right of reallocation, as described in the Prospectus) through Brokers, all of whom shall be members of FINRA. The Intermediary Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. The Intermediary Manager represents to the Fund that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Intermediary Manager’s participation in the distribution of the Shares in the Offering, the Intermediary Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141.

b. Promptly after the initial Effective Date of the Registration Statement, the Intermediary Manager and the Brokers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Intermediary Manager and the Brokers will immediately suspend or terminate offering of the Shares upon receipt of notice from the Fund at any time and will resume offering the Shares upon subsequent receipt of notice of the Fund, as notice is constituted under Section 14 of this Agreement. The Fund may suspend or terminate the offering of its Shares at any time, including as to specific classes of Shares, as to specific jurisdictions or otherwise. Upon notice to the Intermediary Manager of the terms of such suspension or termination, the Intermediary Manager shall suspend the solicitation of subscriptions for Shares in accordance with such terms until the Fund notifies the Intermediary Manager that such solicitation may be resumed. The Intermediary Manager, in consultation with the Fund's investment adviser (the "Adviser"), may suspend sales of the Shares of any one or more classes at any time, may grandfather continuing sales to any group or category of existing shareholders, and may resume sales at any later time, subject in each case to a requirement that the Intermediary Manager promptly notify the Fund's Board of Trustees (the "Board") of the decision and subject to the authority of the Board to override such decision.

c. Subject to circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Fund will pay to the Intermediary Manager Shareholder Servicing and/or Distribution Fees in connection with sales of Class S Shares, and sales of certain Class D Shares (the “Shareholder Servicing and/or Distribution Fee”) and the Intermediary Manager may permit Brokers to charge transaction or other fees, including upfront placement fees or brokerage commissions, all as described in Schedule 2 to this Agreement. The applicable Shareholder Servicing and/or Distribution Fees payable to the Intermediary Manager will be paid substantially concurrently with the execution by the Fund of orders submitted by purchasers of Class S Shares and Class D Shares, as applicable, and all or a portion of the Shareholder Servicing and/or Distribution Fees may be reallowed by the Intermediary Manager to the Brokers who sold the Class S Shares and Class D Shares giving rise to such Shareholder Servicing and/or Distribution Fees, as described more fully in the Selected Intermediary Agreement entered into with each such Broker.

d. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and restated from time to time, subject to the limitations set forth in Section 3.e. below, the Fund will pay to the Intermediary Manager Shareholder Servicing and/or Distribution Fees with respect to sales of Class S and Class D shares as described in Schedule 2 to this Agreement. The Fund will pay the Shareholder Servicing and/or Distribution Fee to the Intermediary Manager monthly in arrears. The Intermediary Manager may reallow all or a portion of the Shareholder Servicing and/or Distribution Fee to any Brokers who sold the Class S or Class D Shares giving rise to a portion of such Shareholder Servicing and/or Distribution Fee to the extent the Selected Intermediary Agreement with such Broker provides for such a reallowance and such Broker is in compliance with the terms of such Selected Intermediary Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the Prospectus, at such time as the Broker who sold the Class S or Class D Shares giving rise to a portion of the Shareholder Servicing and/or Distribution Fee is no longer the intermediary of record with respect to such Class S or Class D Shares or the Broker no longer satisfies any or all of the conditions in its Selected Intermediary Agreement for the receipt of the Shareholder Servicing and/or Distribution Fee, then Broker’s entitlement to the Shareholder Servicing and/or Distribution Fees related to such Class S and/or Class D shares, as applicable, shall cease in, and Broker shall not receive the Shareholder Servicing and/or Distribution Fee for, that month or any portion thereof (i.e., Shareholder Servicing and/or Distribution Fees are payable with respect to an entire month without any proration). Intermediary transfers will be made effective as of the start of the first business day of a month.

Thereafter, such Shareholder Servicing and/or Distribution Fee may be reallowed to the then-current intermediary of record of the Class S and/or Class D shares, as applicable, if any such intermediary of record has been designated (the “Servicing Broker”), to the extent such Servicing Broker has entered into a Selected Intermediary Agreement or similar agreement with the Intermediary Manager (“Servicing Agreement”), such Selected Intermediary Agreement or Servicing Agreement with the Servicing Broker provides for such reallowance and the Servicing Broker is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Intermediary Manager in good faith in its sole discretion. The Broker is not entitled to any Shareholder Servicing and/or Distribution Fee with respect to Class I shares. The Intermediary Manager may also reallow some or all of the Shareholder Servicing and/or Distribution Fee to other intermediaries who provide services with respect to the Shares (who shall be considered additional Servicing Brokers) pursuant to a Servicing Agreement with the Intermediary Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Broker is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

e. Unless otherwise disclosed in the Prospectus, 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 Broker), the Intermediary Manager shall cease receiving the Shareholder Servicing and/or Distribution Fee on either (i) each such share that would exceed such limit or (ii) all Class S shares and Class D shares in such shareholder’s account, in the Intermediary Manager’s discretion. At the end of such month, the applicable Class S shares or Class D shares in such 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 or Class D shares. In addition, the Intermediary Manager will cease receiving the Shareholder Servicing and/or Distribution Fee on Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Fund with or into another entity, or the sale or other disposition of all or substantially all of the Fund’s assets, or (iii) the date following the completion of the primary portion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, Intermediary Manager fees, the Shareholder Servicing and/or Distribution Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Intermediary Manager in its sole discretion. For purposes of this Agreement, the portion of the Shareholder Servicing and/or Distribution Fee accruing with respect to Class S and Class D shares of the Fund’s common shares issued (publicly or privately) by the Fund during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering.

f. The terms of any reallowance of the Shareholder Servicing and/or Distribution Fee shall be set forth in the Selected Intermediary Agreement or Servicing Agreement entered into with the Brokers or Servicing Brokers, as applicable. The Fund will not be liable or responsible to any Broker or Servicing Broker for any reallowance of Shareholder Servicing and/or Distribution Fee to such Broker or Servicing Broker, it being the sole and exclusive responsibility of the Intermediary Manager for payment of Shareholder Servicing and/or Distribution Fee to Brokers and Servicing Brokers. Notwithstanding the foregoing, at the discretion of the Fund, the Fund may act as agent of the Intermediary Manager by making direct payment of Shareholder Servicing and/or Distribution Fees to Brokers on behalf of the Intermediary Manager without incurring any liability. Further, the Fund is not responsible for any transaction or other fees, including upfront placement fees or brokerage commissions, charged by Brokers.

g. In addition to the other items of underwriting compensation set forth in this Section 3, the Fund and/or the Adviser shall reimburse the Intermediary Manager for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Fund or the Adviser, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA.

h. In addition to reimbursement as provided under Section 3.g, and subject to prevailing rules and regulations of FINRA, the Fund shall also pay directly or reimburse the Intermediary Manager for reasonable bona fide due diligence expenses incurred by any Broker as described in the Prospectus. The Intermediary Manager shall obtain from any Broker and provide to the Fund a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Fund with respect to a particular Offering hereunder shall cause total organization and offering expenses, defined under Omnibus Guidelines (as defined in Section 4.a. below) and FINRA rules, to exceed 10% and 15%, respectively, of gross proceeds from such Offering.

i. The Intermediary Manager represents that it will comply fully with all applicable currency reporting, anti-money laundering, anti-corruption and anti-terrorist laws and regulations, and any other applicable laws, rules, regulations and interpretations of any other applicable regulatory or self-regulatory body.

j. The Intermediary Manager represents and warrants that, to the extent required by applicable law, it has adopted policies and procedures to comply with all applicable anti-money laundering, customer identification, suspicious activity, currency transaction reporting and similar laws and regulations including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and the regulations thereunder, and Financial Industry Regulatory Authority Rule 3310. The Intermediary Manager also represents and warrants that, if purchasing Shares in securities brokerage accounts for which it acts as introducing broker, it will not purchase Shares on behalf of any person on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control ("OFAC"), or other similar governmental lists, or in contravention of any OFAC maintained sanctions program. The Intermediary Manager agrees (i) to share information with the Fund for purposes of ascertaining whether a suspicious activity report ("SAR") is warranted with respect to any suspicious transaction involving Shares, provided that neither the Intermediary Manager nor the Fund is the subject of the SAR and (ii) to include in agreements with Brokers contractual provisions regarding the anti-money laundering compliance obligations of such Broker.

k. The Intermediary Manager represents and warrants to the Fund and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Fund by the Intermediary Manager in writing expressly for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

l. The Intermediary Manager and all Brokers will offer and sell the Shares at the offering prices per share as determined in accordance with the Prospectus.

4. Indemnification.

a. To the extent permitted by the Fund’s declaration of trust, Section 17(h) and Section 17(i) of the 1940 Act, the provisions of Article II.G of the North American Securities Administrators Association, Inc. 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”), and subject to the limitations below, the Fund will indemnify and hold harmless the Brokers and the Intermediary Manager, their officers and directors and each person, if any, who controls such Broker

or Intermediary Manager within the meaning of Section 15 of the Securities Act (the “Indemnified Persons”) from and against any losses, claims, damages or liabilities (“Losses”), joint or several, to which such Indemnified Persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon: (a) any untrue statement of a material fact contained (i) in the Registration Statement, the Prospectus, or any post-effective amendment or supplement to either, (ii) in any blue sky application or other document executed by the Fund or on its behalf specifically for the purpose of qualifying any or all of the Shares for sale under the securities laws of any jurisdiction or based upon written information furnished by the Fund under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”) or (iii) in any Authorized Sales Materials; or (b) the omission to state in the Registration Statement, the Prospectus, or any post-effective amendment or supplement to either or in any Blue Sky Application or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Fund will reimburse the Intermediary Manager and each Indemnified Person of the Intermediary Manager for any legal or other expenses reasonably incurred by the Intermediary Manager or such Indemnified Person in connection with investigating or defending such Loss.

Notwithstanding the foregoing provisions of this Section 4.a., the Fund may not indemnify or hold harmless the Intermediary Manager, any Broker or any of their affiliates in any manner that would be inconsistent with the provisions to Article II.G of the Omnibus Guidelines. In particular, but without limitation, the Fund may not indemnify or hold harmless the Intermediary Manager, any Broker or any of their affiliates for liabilities arising from or out of a violation of state or federal securities laws, unless one or more of the following conditions are met:

(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 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 Commission and of the published position of any state securities regulatory authority in which the securities were offered as to indemnification for violations of securities laws.

Further notwithstanding the foregoing provisions of this Section 4.a., the Fund will not be liable in any such case to the extent that any such Loss or expense arises out of or is based upon an untrue statement or omission made in reliance upon and in conformity with written information furnished (x) to the Fund by the Intermediary Manager or (y) to the Fund or the Intermediary Manager by or on behalf of any Broker specifically for use in the Registration Statement, the Prospectus, or any post-effective amendment or supplement, any Blue Sky Application or any Authorized Sales Materials, and, further, the Fund will not be liable for the portion of any Loss in any such case if it is determined that such Broker or the Intermediary Manager was at fault in connection with such portion of the Loss, expense or action.

The foregoing indemnity agreement of this Section 4.a. is subject to the further condition that, insofar as it relates to any untrue statement or omission made in the Prospectus (or amendment or supplement thereto) that was eliminated or remedied in any subsequent amendment or supplement thereto, such indemnity agreement shall not inure to the benefit of an Indemnified Party from whom the person asserting any Losses purchased the Shares that are the subject thereof, if a copy of the Prospectus as so amended or supplemented was not sent or given to such person at or prior to the time the subscription of such person was accepted by the Fund, but only if a copy of the Prospectus as so amended or supplemented had been supplied to the Intermediary Manager or the Broker prior to such acceptance.

b. The Intermediary Manager will indemnify and hold harmless the Fund, its officers and trustees (including any person named in the Registration Statement, with his or her consent, as about to become a trustee), each other person who has signed the Registration Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act (the “Fund Indemnified Persons”), from and against any Losses to which any of the Fund Indemnified Persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon: (a) any untrue statement of a material fact contained (i) in the Registration Statement, the Prospectus or any post-effective amendment or supplement to either, (ii) in any Blue Sky Application or (iii) in any Authorized Sales Materials; (b) the omission to

state in the Registration Statement, the Prospectus, any post-effective amendment or supplement to either or in any Blue Sky Application or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that clauses (a) and (b) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Fund by or on behalf of the Intermediary Manager specifically for use with reference to the Intermediary Manager in the preparation of the Registration Statement, the Prospectus, any post-effective amendment or supplement to either or in preparation of any Blue Sky Application or Authorized Sales Materials; or (c) any use of sales literature not authorized or approved by the Fund or any use of “broker-dealer use only” materials with members of the public by the Intermediary Manager in the offer and sale of the Shares or any use of sales literature in a particular jurisdiction if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction; (d) any untrue statement made by the Intermediary Manager or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (e) any material violation of this Agreement; (f) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the USA Patriot Act; or (g) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder; provided further that the Intermediary Manager’s obligation to indemnify the Fund shall be limited to the extent of any fees earned and retained by the Intermediary Manager (excluding any fees re-allowed to Brokers) pursuant to this Agreement. The Intermediary Manager will reimburse the aforesaid parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Loss, expense or action. This indemnity agreement will be in addition to any liability that the Intermediary Manager may otherwise have.

c. Each Broker severally will indemnify and hold harmless the Fund, the Intermediary Manager, each of their officers and directors (including any person named in the Registration Statement, with his or her consent, as about to become a trustee), each other person who has signed the Registration Statement and each person, if any, who controls the Fund or the Intermediary Manager within the meaning of Section 15 of the Securities Act (the “Broker Indemnified Persons”) from and against any Losses to which a Broker Indemnified Person may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon: (a) any untrue statement of a material fact contained (i) in the Registration Statement, the Prospectus, or any post-effective amendment or supplement to either, (ii) in any Blue Sky Application or (iii) in any Authorized Sales Materials; (b) the omission to state in the Registration Statement, the Prospectus, or any post-effective amendment or supplement to either or in any Blue Sky Application or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that clauses (a) and (b) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Fund or the Intermediary Manager by or on behalf of the Broker specifically for use with reference to the Broker in the preparation of the Registration Statement, the Prospectus, any post-effective amendment or supplement either or in preparation of any Blue Sky Application or Authorized Sales Materials; (c) any use of sales literature not authorized or approved by the Fund or any use of “broker-dealer use only” materials with members of the public by the Broker in the offer and sale of the Shares or any use of sales literature in a particular jurisdiction if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction; (d) any untrue statement made by the Broker or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; (e) any material violation of this Agreement or the Selected Intermediary Agreement entered into between the Intermediary Manager and the Broker; (f) any failure or alleged failure to comply with all applicable laws, including, without limitation, laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the USA Patriot Act; or (g) any other failure or alleged failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. Each such Broker will reimburse each Broker Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss, expense or action. This indemnity agreement will be in addition to any liability that such Broker may otherwise have.

d. Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4, notify in writing the indemnifying party of the commencement thereof. The failure of an indemnified party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section 4 as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 4.e.) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such indemnified party.

e. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party. If such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which such action is finally brought; and in the event a majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

f. The indemnity agreements contained in this Section 4 shall remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of any Broker, or any person controlling any Broker or by or on behalf of the Fund, the Intermediary Manager or any officer or director thereof, or by or on behalf of any person controlling the Fund or the Intermediary Manager, (b) delivery of any Shares and payment therefor, and (c) any termination of this Agreement. A successor of any Broker or of any of the parties to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreements contained in this Section 4.

5. Survival of Provisions.

a. The respective agreements, representations and warranties of the Fund and the Intermediary Manager set forth in this Agreement shall remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of the Intermediary Manager or any Broker or any person controlling the Intermediary Manager or any Broker or by or on behalf of the Fund or any person controlling the Fund, and (b) the acceptance of any payment for the Shares.

b. The respective agreements of the Fund and the Intermediary Manager set forth in Sections 3.c. through 3.h. and Sections 4 through 14 of this Agreement shall remain operative and in full force and effect regardless of any termination of this Agreement.

6. Applicable Law. This Agreement was executed and delivered in, and its validity, interpretation and construction shall be governed by, the laws of the State of New York; provided however, that causes of action for violations of federal or state securities laws shall not be governed by this Section. Venue for any action brought hereunder shall lie exclusively in New York, New York.

7. Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same Agreement.

8. Successors and Amendment.

a. This Agreement shall inure to the benefit of and be binding upon the Intermediary Manager and the Fund and their respective successors. Nothing in this Agreement is intended or shall be construed to give to any other person any right, remedy or claim, except as otherwise specifically provided herein. This Agreement shall inure to the benefit of the Brokers to the extent set forth in Sections 1 and 4 hereof.

b. This Agreement may be amended by the written agreement of the Intermediary Manager and the Fund.

c. Schedule 1 may be amended from time to time with the written consent of the Fund and the Intermediary Manager. However, the addition or removal of Registration Statements from Schedule 1 shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the Fund and the Intermediary Manager prior to such amendments to Schedule 1. For the avoidance of doubt, the parties acknowledge and agree that, upon the removal of a Registration Statement from Schedule 1, the representations, warranties and covenants in Sections 1 and 2 shall no longer continue to be made with respect to the Offering, the Shares or the Prospectus relating to such Registration Statement.

9. Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the second anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Shareholder Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also 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 1940 Act, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Plan or this Agreement or by vote a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the Fund shall pay to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Fund or any officer or director of the Fund arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Fund all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Fund to accomplish an orderly transfer of management of the Offering to a party designated by the Fund.

10. Confirmation. The Fund hereby agrees and assumes the duty to confirm on its behalf and on behalf of Brokers who sell the Shares all orders for purchase of Shares accepted by the Fund. Such confirmations will comply with the rules of the SEC and FINRA, and will comply with applicable laws of such other jurisdictions to the extent the Fund is advised of such laws in writing by the Intermediary Manager.

11. Prospectus and Authorized Sales Materials. Intermediary Manager agrees that it is not authorized or permitted to give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Intermediary Manager further agrees (a) not to deliver any Authorized Sales Materials to any investor or prospective investor, to any intermediary that has not entered into a Selected Intermediary Agreement or Servicing Agreement, or to any representatives or other associated persons of such an intermediary, unless it is accompanied or preceded by the Prospectus as amended and supplemented, (b) not to

show or give to any investor or prospective investor or reproduce any material or writing that is supplied to it by the Fund and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public and (c) not to show or give to any investor or prospective investor in a particular jurisdiction (and will similarly require Brokers pursuant to the Selected Intermediary Agreement) any material or writing that is supplied to it by the Fund if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Intermediary Manager, in its agreements with Brokers, will include requirements and obligations of the Brokers similar to those imposed upon the Intermediary Manager pursuant to this section.

12. Suitability of Investors. The Intermediary Manager, in its agreements with Brokers, will require that the Brokers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Fund and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Intermediary Manager, in its agreements with Brokers, will require that the Broker comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”) and Article III of the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a resident. The Intermediary Manager, in its agreements with Brokers, will require that the Brokers shall sell Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Brokers who are authorized to sell such shares. The Intermediary Manager, in its agreements with the Brokers, shall require the Brokers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

13. Submission of Orders. The Intermediary Manager will require in its agreements with each Broker that each Broker comply with the submission of orders procedures set forth in the form of Selected Intermediary Agreement attached as Exhibit “A” to this Agreement. To the extent the Intermediary Manager is involved in the distribution process other than through a Broker, the Intermediary Manager will comply with such submission of orders procedures, and will require each person desiring to purchase Shares in the Offering to complete and execute a subscription agreement in the form filed as an appendix to the Prospectus (a “Subscription Agreement”) in the form provided by the Fund to the Intermediary Manager for use in connection with the Offering and to deliver to the Intermediary Manager or as otherwise directed by the Intermediary Manager such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Subscription Agreements and instruments of payment will be transmitted by the Intermediary Manager to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Fund, as soon as practicable, but in any event by the end of the second business day following receipt by the Intermediary Manager. If the Intermediary Manager receives a Subscription Agreement or instrument of payment not conforming to the instructions set forth in the form of Selected Intermediary Agreement, the Intermediary Manager shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribers. Unless otherwise agreed by the parties hereto, the Adviser or the Fund's administrator and transfer agent (the "TA/Administrator"), shall be responsible for reviewing each Subscription Agreement, if required, to confirm that it has been completed in accordance with the instructions thereto; provided, however, that the Adviser, the TA/Administrator, the Intermediary Manager and the Fund may rely on the information provided by Brokers concerning their customers. The Fund, the Adviser and/or the TA/Administrator, in its or their sole discretion, may return to the Intermediary Manager any Subscription Agreement, if required, that is not completed to its or their satisfaction, and the Fund shall be under no obligation to accept any Subscription Agreement.

14. Notice. Notices and other writings contemplated by this Agreement shall be delivered via (i) hand, (ii) first class registered or certified mail, postage prepaid, return receipt requested, (iii) a nationally recognized overnight courier or (iv) electronic mail. All such notices shall be addressed, as follows:


If to the Intermediary Manager:						Ares Wealth Management Solutions, LLC
						Attn: Casey Galligan
						518 17th Street, 12th Floor
						Denver, CO 80202
						Email: wmsoperations@aresmgmt.com

If to the Fund:						Ares Strategic Income Fund Attn: General Counsel 245 Park Avenue, 44th Floor New York, New York 10167 Email: awmsclientservices@aresmgmt.com

If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written.


Very truly yours,

ARES STRATEGIC INCOME FUND

By:			/s/ JOSHUA M. BLOOMSTEIN
Name:			Joshua M. Bloomstein
Title:			Authorized Signatory


Accepted and agreed to as of the date first above written:

ARES WEALTH MANAGEMENT SOLUTIONS, LLC


By:
Name:			Casey Galligan
Title:			Authorized Signatory

[Signature Page to Intermediary Manager Agreement]


Very truly yours,

ARES STRATEGIC INCOME FUND

By:
Name:			Joshua M. Bloomstein
Title:			Authorized Signatory


Accepted and agreed to as of the date first above written:

ARES WEALTH MANAGEMENT SOLUTIONS, LLC


By:			/s/ CASEY GALLIGAN
Name:			Casey Galligan
Title:			Authorized Signatory

[Signature Page to Intermediary Manager Agreement]

Schedule 1

Registration Statement(s)

1. Registration Statement on Form N-2, Registration No. 814-01512 and 333-264145.

[Schedule 1]

Schedule 2

Compensation

I. Shareholder Servicing and/or Distribution Fees

The Fund will pay to the Intermediary Manager Shareholder Servicing and/or Distribution Fees in amounts of (a) up to 0.85% per annum of the aggregate NAV for the Class S shares as of the beginning of the first calendar day of the month and (b) up to 0.25% per annum of the aggregate NAV for the Class D shares as of the beginning of the first calendar day of the month, in each case, payable monthly. The Fund will not pay to the Intermediary Manager any Shareholder Servicing and/or Distribution Fees in respect of the purchase of any Class I shares.

II. Intermediary Manager Fees

The Fund will not pay to the Intermediary Manager any Intermediary Manager fees in respect of the purchase of any Class S shares, Class D shares, Class I shares or DRIP Shares.

III. Brokerage Transaction Fees

The Intermediary Manager is authorized to enter into arrangements that allow the Broker to charge a transaction or other fee, including upfront placement fees or brokerage commissions, on sales of Shares, to the extent the Prospectus discloses that such transaction or other fees may be charged for the relevant class of Shares. The Intermediary Manager will require the Broker to represent that Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for Broker’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. Purchases and sales of such shares may only be executed as purchases or repurchases between the customer and the Fund. Broker shall not execute trades of shares between customers.

[Schedule 2]

EXHIBIT A

FORM OF SELECTED INTERMEDIARY AGREEMENT

[Exhibit A]

FORM OF SELECTED INTERMEDIARY AGREEMENT

Ladies and Gentlemen:

Ares Wealth Management Solutions, LLC, as the intermediary manager (“Intermediary Manager”) for Ares Strategic Income Fund (the “Fund”), a Delaware statutory trust, invites you (the “Broker”) to participate in the continuous distribution of common shares of beneficial interest, $0.01 par value per share, of the Fund (“Common Shares”) subject to the following terms:

I.Intermediary Manager Agreement

The Intermediary Manager has entered into an Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Fund dated April 24, 2023, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Intermediary Manager Agreement.

As described in the Intermediary Manager Agreement, the Fund has filed one or more registration statements with the SEC that are listed on Schedule 1 to the Intermediary Manager Agreement (each, a “Registration Statement”), which Schedule 1 may be amended from time to time with the written consent of the Fund and the Intermediary Manager to reflect any additional Registration Statements. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register a continuous offering (each, an “Offering”) of Common Shares, which may consist of Class S, Class D and/or Class I shares of beneficial interest (the “Shares”) or additional share classes.

Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Intermediary Manager Agreement, the Intermediary Manager will give the Broker written notice of such addition. Schedule 1 to the Intermediary Manager Agreement may be amended from time to time with the written consent of the Fund and the Intermediary Manager. However, the addition or removal of Registration Statements from Schedule 1 to the Intermediary Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the Fund, the Intermediary Manager and the Broker prior to such amendments to Schedule 1 to the Intermediary Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Intermediary Manager shall (a) communicate to the Broker details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Broker with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.

In this Agreement, unless explicitly stated otherwise, “the Registration Statement” means, at any given time, each of the registration statements listed on Schedule 1 to the Intermediary Manager Agreement, as such Schedule 1 to the Intermediary Manager Agreement may be amended from time to time, as each such registration statement is finally amended and revised at the effective date of the registration statement (including at the effective date of any post-effective amendment thereto). In this Agreement, unless explicitly stated otherwise, “the Offering” means, at any given time, an offering covered by a Registration Statement and “Shares” means the Shares being offered in an Offering. In this Agreement, unless explicitly stated otherwise, any references to the Registration Statement, the Offering, the Shares or the Prospectus with respect to each other shall mean only those that are all related to the same Registration Statement.

By your acceptance of this Agreement, you will become one of the Brokers referred to in the Intermediary Manager Agreement between the Fund and the Intermediary Manager and will be entitled and subject to the indemnification provisions contained in the Intermediary Manager Agreement, including the provisions of Section 4 of the Intermediary Manager Agreement wherein the Brokers severally agree to indemnify and hold harmless the Fund, the Intermediary Manager and each officer and director thereof, and each person, if any, who controls the Fund or the Intermediary Manager within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The

Broker agrees that the Intermediary Manager Agreement is the sole source of any indemnification that the Broker will receive from the Fund or the Intermediary Manager with respect to the Offering. The Broker acknowledges that the Intermediary Manager’s liability for the Shareholder Servicing and/or Distribution Fee is limited solely to the proceeds of the Shareholder Servicing and/or Distribution Fee receivable from the Fund, and the Broker hereby waives any and all rights to receive any reallowance of the Shareholder Servicing and/or Distribution Fee due until such time as the Intermediary Manager is in receipt of the Shareholder Servicing and/or Distribution Fee from the Fund.

The Broker hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Broker an employee, agent, representative or partner of the Intermediary Manager or of the Fund, and the Broker is not authorized to act for the Intermediary Manager or the Fund or to make any representations on their behalf except as set forth in the Prospectus and in the Authorized Sales Materials.

II. Submission of Orders

Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement (each, a “Subscription Agreement”) and to deliver to the Broker such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount (as calculated in accordance with the procedures described in the Prospectus) set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “Ares Strategic Income Fund.” Purchase orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Intermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per Share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing.

Subscription Agreements and instruments of payment will be transmitted by the Intermediary Manager to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering requirement contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Fund, as soon as practicable, but in any event by the end of the second business day following receipt by the Intermediary Manager.

If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by the Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures:

(i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund.

(ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund.

III. Pricing

Except as otherwise provided in the Prospectus, which may be amended or supplemented from time to time, the Primary Shares shall generally be offered to the public at a purchase price payable in cash equal to the Fund’s then-current NAV per share applicable to the class of Shares being purchased (as calculated in accordance with the procedures described in the Prospectus) subject to any applicable sales charge. Broker may also charge transaction or other fees, including upfront placement fees or brokerage commissions, in connection with the sale of Shares as described in Schedule I attached hereto. For shareholders who participate in the Fund’s distribution reinvestment plan (“DRIP”), the cash distributions attributable to the class of Shares that each shareholder owns will be automatically re-invested in additional Shares of the same class. The DRIP Shares will be issued and sold to shareholders of the Fund at a purchase price equal to the most recent available NAV per Share for such Shares at the time the distribution is payable. Except as otherwise indicated in the Prospectus or in any letter or memorandum sent to the Broker by the Fund or the Intermediary Manager, (a) a minimum initial purchase of $2,500 in Class S shares and Class D shares is required, and additional investments of such shares may be made in cash in minimal increments of at least $500 in such Shares, and (b) a minimum initial purchase of $1,000,000 in Class I Shares is required, and additional investments may be made in cash in minimal increments of at least $500 in Class I Shares unless such minimums are waived by the Intermediary Manager. The Shares are nonassessable.

IV. Brokers' Compensation

Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales and ongoing shareholder services rendered by the Broker hereunder, the Broker is entitled, on the terms and subject to the conditions herein, to the compensation set forth on Schedule I hereto.

V. Representations, Warranties and Covenants of the Broker

In addition to the representations and warranties found elsewhere in this Agreement, the Broker represents, warrants and agrees that:

(i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized.

(ii) It is empowered under applicable laws and by the Broker’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement.

(iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it.

(iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement.

(v) It shall notify Intermediary Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act.

(vi) Except for those jurisdictions listed on Schedule III hereto, the Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from Intermediary Manager.

(vii) The Broker acknowledges that the Intermediary Manager will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker.

(viii) The Broker represents that it is a broker-dealer registered with FINRA and subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Intermediary Manager of the nature of the ban or violation.

(ix) The Broker represents that it is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the Broker’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules.

(x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”); or (d) applicable FINRA rules. The Intermediary Manager agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, the Broker, or a person associated with the Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Fund) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Broker, or person associated with the Broker, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares and that liquidity for the Fund’s Shares will be provided only through quarterly repurchase offers, (D) Shares will not be listed on a public exchange and no secondary market is expected to develop for the Shares (E) the background and qualifications of the Fund's investment adviser (the "Adviser") or the persons responsible for directing and managing the Fund and (F) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

VI. Right to Reject Orders or Cancel Sales

All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Fund, which reserves the right to reject any order for any reason or no reason including, without limitation, orders not accompanied by an executed Subscription Agreement in good order or without the required instrument of payment in full payment for the Shares. Issuance and delivery of the Shares will be made only after actual receipt of payment therefor. If any check is not paid upon presentment, or if the Fund is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Shares, the Fund reserves the right to cancel the sale without notice.

VII. Prospectus and Authorized Sales Materials; Compliance with Laws

The Broker is not authorized or permitted to give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Intermediary Manager will supply the Broker with a link to its publicly accessible website (https://areswmsresources.com/investment-solutions/asif/) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. The Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, as of the time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Intermediary Manager and (ii) to each investor that subscribes for an order to purchase Shares, as of the time the Fund accepts such investor’s order to purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Intermediary Manager. The Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Intermediary Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Intermediary Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. The Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Fund or the Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Broker further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Fund in writing. The Broker agrees, if the Intermediary Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Broker will deliver a Prospectus in transactions in the Shares for a period of ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act.

On becoming a Broker, and in offering and selling Shares, the Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state, federal, foreign and other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999, as amended (“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the USA Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury, and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the Broker, the Broker agrees to pay the Broker’s proportionate share of any claim, demand or liability asserted against the Broker and the other Brokers on the basis that such Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Broker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

The Broker and the Intermediary Manager further agree to the following terms:

(i) The Broker agrees that it (1) will maintain written policies and procedures covering the delivery of electronic offering documents and the use of electronic signatures, (2) will comply with all applicable SEC rules and guidelines pertaining to electronic delivery of the Prospectus and Authorized Sales Materials and electronic signature of the Subscription Agreement, (3) 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 (the “Statement of Policy”), (4) will comply with such requirements in every U.S. jurisdiction irrespective of whether the jurisdiction has adopted the Statement of Policy, (5) acknowledges that it is acting as an agent of the Fund only with respect to the delivery of the Prospectus and Authorized Sales Materials 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 Intermediary Agreement and (6) will also comply, as applicable, with The Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transaction Act and any other applicable law.

(ii) In consideration of the foregoing, the Intermediary Manager hereby agrees that it will not reject a subscription on account of an electronic signature if such signature was obtained in the manner set forth in this Section 7.e.

VIII. License and Association Membership

The Broker’s acceptance of this Agreement constitutes a representation to the Fund and the Intermediary Manager that the Broker is a properly registered or licensed broker-dealer, duly authorized to sell Shares under federal and state securities laws and regulations, and foreign laws (including the laws of the jurisdictions listed on Schedule III), if applicable, and in all states or jurisdictions where it offers or sells Shares, and that it is a member in good standing of FINRA. This Agreement shall automatically terminate if the Broker ceases to be a member in good standing of FINRA. The Broker agrees to notify the Intermediary Manager immediately if the Broker ceases to be a member in good standing of FINRA. The Broker also hereby agrees to abide by the Rules of FINRA, including FINRA Rules 2040, 2111, 2121, 2310, 5110 and 5141.

IX. Limitation of Offer; Suitability

The Broker will offer Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Fund or the Intermediary Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Intermediary Manager that the Shares are qualified for sale or that such qualification is not required and in which the Broker has all required licenses and registrations to offer Shares in such jurisdictions (including the jurisdictions listed on Schedule III). In offering Shares, the Broker will comply with the provisions of the Rules set forth in the FINRA Manual, Regulation Best Interest, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310.

The Broker will sell Class S shares, Class D shares and Class I shares only to the extent approved by the Intermediary Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Fund or the Intermediary Manager the responsibility of assuring that prospective investors meet the suitability standards in accordance with the terms and provisions of the Prospectus. The Broker shall not purchase any Shares for a discretionary account without obtaining the prior written approval of the Broker’s customer and such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for

each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Intermediary Manager and the Fund upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency.

[Any relevant jurisdictional selling restrictions to be added as applicable.]

The Broker further represents that it understands 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.

X. Disclosure Review; Confidentiality of Information

The Broker agrees that it shall have reasonable grounds to believe, based on the information made available to it through the Prospectus or other materials, that all material facts are adequately and accurately disclosed in the Prospectus and provide a basis for evaluating the Shares. In making this determination, the Broker shall evaluate, at a minimum, items of compensation, physical properties, tax aspects, financial stability and experience of the sponsor, conflicts of interest and risk factors, and appraisals and other pertinent reports. If the Broker relies upon the results of any inquiry conducted by another member or members of FINRA, the Broker shall have reasonable grounds to believe that such inquiry was conducted with due care, that the member or members conducting or directing the inquiry consented to the disclosure of the results of the inquiry and that the person who participated in or conducted the inquiry is not the Intermediary Manager or a sponsor or an affiliate of the sponsor of the Fund.

It is anticipated that (i) the Broker and Broker’s officers, directors, managers, employees, owners, members, partners, home office diligence personnel or other agents of the Broker that are conducting a due diligence inquiry on behalf of the Broker and (ii) persons or committees, as the case may be, responsible for determining whether the Broker will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (defined below) pertaining to the Fund, the Intermediary Manager, the Adviser, or their respective affiliates. For purposes hereof, “Confidential Information” shall mean and include: (i) trade secrets concerning the business and affairs of the Fund, the Intermediary Manager, the Advisor, or their respective affiliates; (ii) confidential data, know-how, current and planned research and development, current and planned methods and processes, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the Fund, the Intermediary Manager, the Adviser, or their respective affiliates; (iii) information concerning the business and affairs of the Fund, the Intermediary Manager, the Adviser, or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, and market studies, however documented); (iv) any information marked or designated “Confidential—For Due Diligence Purposes Only”; and (v) any notes, analysis, compilations, studies, summaries and other material containing or based, in whole or in part, on any information included in the foregoing. The Broker agrees to keep, and to cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and to not use, distribute or copy the same except in connection with the Broker’s due diligence inquiry. The Broker agrees to not disclose, and to cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to the Broker’s sales staff, financial advisors, or any person involved in selling efforts related to the Offering or to any other third party and agrees not to use the Confidential Information in any manner in the offer and sale of the Shares. The Broker further agrees to use all reasonable precautions necessary to preserve the confidentiality of such Confidential Information, including, but not limited to (a) limiting access to such information to persons who have a need to know such information only for the purpose of the Broker’s due diligence inquiry and (b) informing each recipient of such Confidential Information of the Broker’s confidentiality obligation. The Broker acknowledges that Broker or its Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Fund, and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. The Broker acknowledges that Broker or its Diligence Representatives may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Fund, and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. The Broker acknowledges the restrictions and limitations of Regulation FD promulgated by the SEC and agrees that the foregoing restrictions are necessary and appropriate in order for the Fund to comply therewith.

Notwithstanding the foregoing, Confidential Information may be disclosed (a) if approved in writing for disclosure by the Fund or the Intermediary Manager, (b) pursuant to a subpoena or as required by law, or (c) as required by regulation, rule, order or request of any governing or self-regulatory organization (including the SEC or FINRA), provided that the Broker shall notify the Intermediary Manager in advance if practicable under the circumstances of any attempt to obtain Confidential Information pursuant to provisions (b) and (c).

XI. Broker's Compliance with Anti-Money Laundering Rules and Regulations

The Broker hereby represents that it has complied and will comply with Section 326 of the USA Patriot Act and the implementing rules and regulations promulgated thereunder in connection with broker/Brokers’ anti-money laundering obligations. The Broker 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 customer identification in compliance with applicable laws and regulations, including federal and state securities laws, applicable rules of FINRA, and the USA Patriot Act and the implementing rules and regulations promulgated thereunder. In accordance with these applicable laws and regulations and its AML Program, the Broker agrees to verify the identity of its new customers; to maintain customer records; and to check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s (OFAC) list of Specially Designated Nationals and Blocked Persons. Additionally, the Broker will monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the USA Patriot Act as potential signals of money laundering or terrorist financing. The Broker will submit to the Financial Crimes Enforcement Network any required suspicious activity reports about such activity and further will disclose such activity to applicable federal and state law enforcement when required by law. Upon request by the Intermediary Manager at any time, the Broker hereby agrees to furnish (a) a copy of its AML Program to the Intermediary Manager for review, and (b) a copy of the findings and any remedial actions taken in connection with the Broker’s most recent independent testing of its AML Program. The Broker agrees to notify the Intermediary Manager immediately if the Broker is subject to a FINRA disclosure event or fine from FINRA related to its AML Program.

XII. Privacy

The Broker agrees as follows:

The Broker agrees to abide by and comply in all respects with (a) the privacy standards and requirements of the GLBA and applicable regulations promulgated thereunder, (b) the privacy standards and requirements of any other applicable federal or state law, including the Fair Credit Reporting Act, as amended (“FCRA”), and (c) its own internal privacy policies and procedures, each as may be amended from time to time.

The parties hereto acknowledge that from time to time, the Broker may share with the Fund and the Fund may share with the Broker nonpublic personal information (as defined under the GLBA) of customers of the Broker. This nonpublic personal information may include, but is not limited to a customer’s name, address, telephone number, social security number, account information and personal financial information. The Broker shall only be granted access to such nonpublic personal information of each of its customers that pertains to the period or periods during which the Broker served as the broker of record for such customer’s account. The Broker, the Intermediary Manager and the Fund shall not disclose nonpublic personal information of any customers who have opted out of such disclosures, except (a) to service providers (when necessary and as permitted under the GLBA), (b) to carry out the purposes for which one party discloses such nonpublic personal information to another party under this Agreement (when necessary and as permitted under the GLBA), or (c) as otherwise required by applicable law. Any nonpublic personal information that one party receives from another party shall be subject to the limitations on usage described in this Section XII. Except as expressly permitted under the FCRA, the Broker agrees that it shall not disclose any information that would be considered a “consumer report” under the FCRA.

The Broker shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) to identify customers that have exercised their opt-out rights. In the event the Broker, the Intermediary Manager or the Fund expects to use or disclose nonpublic personal information of any customer for purposes other than as set forth in this Section XII, it must first consult the List to determine whether the affected customer has exercised his or her opt-out rights. The use or disclosure of any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures, except as set forth in this Section XII, shall be prohibited.

The Broker shall implement commercially reasonable measures in compliance with industry best practices designed: (a) to assure the security and confidentiality of nonpublic personal information of all customers; (b) to protect such information against any anticipated threats or hazards to the security or integrity of such information; (c) to protect against unauthorized access to, or use of, such information that could result in material harm to any customer; (d) to protect against unauthorized disclosure of such information to unaffiliated third parties; and (e) to otherwise ensure its compliance with all applicable privacy standards and requirements of federal or state law (including, but not limited to, the GLBA), and any other applicable legal or regulatory requirements. The Broker further agrees to cause all its agents, representatives, affiliates, subcontractors, or any other party to whom the Broker provides access to or discloses nonpublic personal information of customers to implement appropriate measures designed to meet the objectives set forth in this Section XII.

XIII. Broker's Undertaking to Not Facilitate a Secondary Market in the Shares

The Broker acknowledges that there is no public trading market for the Shares and that there are limits on the ownership, transferability and repurchase of the Shares, which significantly limit the liquidity of an investment in the Shares. The Broker also acknowledges that the Plan provides only a limited opportunity for investors to have their Shares purchased by the Fund and that the Fund’s board of trustees may, in its sole discretion, amend, suspend, or terminate the Plan at any time in accordance with the terms of the Plan. The Broker hereby agrees that so long as the Fund is offering Shares under a Registration Statement filed with the SEC and the Fund has not listed the Shares on a national securities exchange, the Broker will not engage in any action or transaction that would facilitate or otherwise create the appearance of a secondary market in the Shares without the prior written approval of the Intermediary Manager.

XIV. Arbitration

Any dispute, controversy or claim arising between the parties relating to this Agreement (whether such dispute 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 FINRA in accordance with the terms of this Agreement (including the governing law provisions of this Agreement and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 – 16). The parties will request that the arbitrator or arbitration panel (“Arbitrator”) issue written findings of fact and conclusions of law. The Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the arbitration panel shall be final and binding, and judgment upon any arbitration award may be entered by any court having jurisdiction. All arbitration hearings will be held at the New York City FINRA District Office or at another mutually agreed upon site. The parties may agree on a single arbitrator, or, if the parties cannot so agree, each party will have the right to choose one arbitrator, and the selected arbitrators will choose a third arbitrator. Each arbitrator must have experience and education that qualify him or her to competently address the specific issues to be designated for arbitration. Notwithstanding the preceding, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions, but such remedies will not be sought as a means to avoid or stay arbitration.

XV. Termination

The Broker will suspend or terminate its offer and sale of Shares upon the request of the Fund or the Intermediary Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Fund or the Intermediary Manager. Any party may terminate this Agreement by written notice. Such termination

shall be effective forty-eight (48) hours after the mailing of such notice. This Agreement is the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto.

This Agreement may be amended at any time by the Intermediary Manager by written notice to the Broker, and any such amendment shall be deemed accepted by the Broker upon placement of an order for sale of Shares by such Broker’s customer after the Broker has received such notice.

This Agreement also 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 1940 Act, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Fund, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act.

The respective agreements and obligations of the Intermediary Manager and the Broker set forth in Sections IV, VI, VII, and XIII through XIX of this Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement.

XVI. Use of Fund and Ares Name

Except as expressly provided herein, nothing herein shall be deemed to constitute a waiver by the Intermediary Manager of any consent that would otherwise be required under this Agreement or applicable law prior to the use of the Broker of the name or identifying marks of the Fund, the Intermediary Manager or “Ares” (or any combination or derivation thereof, including any name adopted in the future). The Intermediary Manager reserves the right to withdraw its consent to the use of the Fund’s name at any time and to request to review any materials generated by the Broker that use the Fund’s or Ares’ name or mark. Any such consent is expressly subject to the continuation of this Agreement and shall terminate with the termination of this Agreement as provided herein.

XVII. Notice

Notices and other writings contemplated by this Agreement shall be delivered via (i) hand, (ii) first class registered or certified mail, postage prepaid, return receipt requested, (iii) a nationally recognized overnight courier, or (iv) electronic mail. All such notices shall be addressed, as follows:



If to the Intermediary Manager:						Ares Wealth Management Solutions, LLC Attn: Casey Galligan One Tabor Center 518 17th Street, 12th Floor Denver, CO 80202 Email: wmsoperations@aresmgmt.com With a copy, which shall not constitute notice, to: Ares Strategic Income Fund Attn: General Counsel 245 Park Avenue, 44th Floor New York, New York 10167 Email: awmsclientservices@aresmgmt.com











If to the Adviser:						Ares Capital Management LLC Attn: Joshua Bloomstein 245 Park Avenue, 44th Floor New York, New York 10167 Email: jbloomstein@aresmgmt.com



If to the Fund:						Ares Strategic Income Fund Attn: General Counsel 245 Park Avenue, 44th Floor New York, New York 10167 Email: awmsclientservices@aresmgmt.com





If to the Broker:						To the address specified by the Broker herein.

XVIII. Attorney's Fees and Applicable Law

In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement shall be construed under the laws of the State of New York and shall take effect when signed by the Broker and countersigned by the Intermediary Manager. Venue for any action (including arbitration) shall lie exclusively in New York, New York.

XIX. No Partnership

Nothing in this Agreement shall be construed or interpreted to constitute the Broker as an employee, agent or representative of, or in association with or in partnership with, the Intermediary Manager, the Fund or the other Brokers; instead, this Agreement shall only constitute the Broker as a Broker authorized by the Intermediary Manager to sell the Shares according to the terms set forth in the Registration Statement and the Prospectus as amended and supplemented and in this Agreement.

XX. Changes; Amendments

Except as specifically provided in this Section XX, this Agreement may be changed or amended only by written instrument signed by all parties.

In the event of a change in law, regulation or other regulatory guidance which affects this Agreement, the Broker authorizes the Intermediary Manager to amend this Agreement in order to comply with the requirements of any such law, regulation or other regulatory guidance. The Broker agrees that such amendment shall automatically become effective upon the execution of the first transaction the Broker or its Customer executes with the Fund thirty (30) calendar days after receipt of the amendment (or sooner, if required to comply with applicable law and that the amendment shall not require the signature of the Broker in order to be effective).

XXI. Entire Agreement

This Agreement (including any Schedules and Exhibits hereto) are the entire agreement of the parties and supersede all prior agreements, if any, relating to the subject matter hereof between the parties hereto.

XXII. Successors and Assigns

No party shall assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other party. This Agreement shall be binding upon the Intermediary Manager, the Adviser and the Broker and their respective successors and permitted assigns.

XXIII. Severability

The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

XXIV. Counterparts

This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same agreement, including all exhibits. Each party may execute this Agreement by applying an electronic signature using DocuSign or any similar electronic signature program and acknowledges, agrees and confirms that the use of such an electronic signature program (a) shall result in a reliable and valid delivery of such party’s signature to this Agreement; and (b) shall constitute reasonable steps on the part of the other party to this Agreement to verify the reliability of such signature.



THE INTERMEDIARY MANAGER:

ARES WEALTH MANAGEMENT SOLUTIONS, LLC



Date:

[Signature Page to Selected Intermediary Agreement]

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth. We hereby represent that the list below of jurisdictions in which we are registered or licensed as a broker and are fully authorized to sell securities is true and correct, and we agree to advise you of any change in such list during the term of this Agreement.


1			IDENTITY OF THE BROKER:


Company Name:

Type of entity:
			(Corporation, Partnership or Proprietorship)
Organized in the State of:

Licensed as broker-dealer in all States:

Yes



If no, list all States licensed as broker-dealer:



Tax ID #:


2			Person to receive notices delivered pursuant to the Selected Intermediary Agreement.



Name:

Company:

Address:

City, State and Zip:

Telephone:

Fax:

Email:

[Signature Page to Selected Intermediary Agreement]

AGREED TO AND ACCEPTED BY THE BROKER:




			(Broker’s Firm Name)

By:
			Signature

Name:

Title:

Date:

[Signature Page to Selected Intermediary Agreement]

SCHEDULE I

ADDENDUM

ARES WEALTH MANAGEMENT SOLUTIONS, LLC



Name of Broker:

The following reflects the brokerage transaction or other fee arrangements and shareholder servicing and/or distribution fees as agreed upon between Ares Wealth Management Solutions, LLC (the “Intermediary Manager”) and Broker, effective as of the effective date of the Selected Broker Agreement (the “Agreement”) between the Intermediary Manager and Broker in connection with the offering of Shares of Ares Strategic Income Fund (the “Fund”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Agreement.

Brokerage Transaction Fee

Broker may charge a transaction or other fee, including upfront placement fees or brokerage commissions, on purchases or sales of Shares on such Broker’s brokerage platform, as set forth in “Share Class Election” below, to the extent the Prospectus discloses that such brokerage commissions or fees may be charged for the relevant class of Shares. The Broker represents that it is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for Broker’s own account. Any transaction or other fee, including upfront placement fees or brokerage commissions, charged by Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. Purchases and sales of such Shares may only be executed as purchases or repurchases between the customer and the Fund. Broker shall not execute trades of Shares between customers.

Terms and Conditions of the Shareholder Servicing and/or Distribution Fees.

The payment of the shareholder servicing and/or distribution fee to Broker is subject to terms and conditions set forth herein and the Prospectus as may be amended or supplemented from time to time. If Broker elects to sell Class S shares and/or Class D shares, eligibility to receive the shareholder servicing and/or distribution fee with respect to the Class S shares and/or Class D shares, as applicable, sold by the Broker is conditioned upon the Broker acting as broker of record with respect to such Shares and complying with the requirements set forth below, including providing shareholder and account maintenance services with respect to such Shares. For the avoidance of doubt, such services are non-distribution services, other than those primarily intended to result in the sale of Shares.

(i) the existence of an effective Selected Intermediary Agreement or ongoing Servicing Agreement between the Intermediary Manager and the Broker, and

(ii) the provision of the following shareholder and account maintenance services with respect to the Class S shares and/or Class D shares, as applicable, by the Broker:

1. assistance with recordkeeping in accordance with Broker’s then-existing requirements, including maintaining records for and on behalf of Broker’s customers reflecting transactions and balances of Shares owned,

2. answering investor inquiries regarding the Fund, including distribution payments and reinvestments,

3. helping investors understand their investments upon their request, and

4. tender offer requests. For the avoidance of doubt, Broker’s customers shall submit tender offers directly to the Fund or its agent.

The Broker hereby represents by its acceptance of each payment of the shareholder servicing and/or distribution fee that it complies with each of the above requirements and is providing the above-described services.

I-1

In the event of termination of the Agreement, the Intermediary Manager and Broker shall promptly enter into a Servicing Agreement on reasonable and customary terms mutually agreed upon by Broker and the Intermediary Manager to provide for the continuation of these services by Broker and the continuation of the payment by the Intermediary Manager of the shareholder servicing and/or distribution fee with respect to the shares for which Broker continues to act as broker of record. For the avoidance of doubt, such services are non-distribution services, other than those primarily intended to result in the sale of Shares.

Subject to the conditions described herein, the Intermediary Manager will reallow to Broker the shareholder servicing and/or distribution fee in an amount described below, on Class S shares or Class D shares, as applicable, sold by Broker. To the extent payable, the shareholder servicing and/or distribution fee will be payable monthly in arrears as provided in the Prospectus. All determinations regarding the total amount and rate of reallowance of the shareholder servicing and/or distribution fee, the Broker’s compliance with the listed conditions, and/or the portion retained by the Intermediary Manager will be made by the Intermediary Manager in its sole discretion.

Notwithstanding the foregoing, subject to the terms of the Prospectus, at such time as the Broker is no longer the intermediary of record with respect to such Class S or Class D shares or the Broker no longer satisfies any or all of the conditions set forth above, then Broker’s entitlement to the shareholder servicing and/or distribution fee related to such Class S and/or Class D shares, as applicable, shall cease in, and Broker shall not receive the shareholder servicing and/or distribution fee for, that month or any portion thereof (i.e., shareholder servicing and/or distribution fees are payable with respect to an entire month without any proration). Intermediary transfers will be made effective as of the start of the first business day of a month.

Thereafter, such shareholder servicing and/or distribution fee may be reallowed to the then-current intermediaries of record of the Class S and/or Class D shares, as applicable, if any such intermediary of record has been designated (the “Servicing Broker”), to the extent such Servicing Broker has entered into a Selected Intermediary Agreement or similar agreement with the Intermediary Manager (“Servicing Agreement”) and such Selected Intermediary Agreement or Servicing Agreement with the Servicing Broker provides for such reallowance. In this regard, all determinations will be made by the Intermediary Manager in good faith in its sole discretion. The Broker is not entitled to any shareholder servicing and/or distribution fee with respect to Class I shares. The Intermediary Manager may also reallow some or all of the shareholder servicing and/or distribution fee to other intermediaries who provide services with respect to the Shares (who shall be considered additional Servicing Brokers) pursuant to a Servicing Agreement with the Intermediary Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Broker is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

Unless otherwise disclosed in the Prospectus, 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 Broker), the Intermediary Manager shall cease receiving the shareholder servicing and/or distribution fee on either (i) each such share that would exceed such limit or (ii) all Class S shares and Class D shares in such shareholder’s account, in the Intermediary Manager’s discretion. At the end of such month, the applicable Class S shares or Class D shares in such 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 or Class D shares.

In addition, the Fund and the Intermediary Manager will cease paying the shareholder servicing and/or distribution fee on Class S shares and Class D shares in connection with an Offering upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Fund with or into another entity, or the sale or other disposition of all or substantially all of the Fund’s assets, or (iii) the date following the completion of the primary portion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including transaction or other fees, including upfront placement fees or brokerage commissions, the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering. For purposes of this Schedule I, the portion of the shareholder servicing and/or distribution fee accruing with respect to Class S and Class D shares of the Fund’s common shares of beneficial interest issued (publicly or privately or pursuant to the DRIP) by the Fund during

I-2

the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering.

General

Shareholder servicing and/or distribution fees due to the Broker pursuant to this Agreement will be paid to the Broker within 30 days after receipt by the Intermediary Manager. The Broker, in its sole discretion, may authorize Intermediary Manager to deposit shareholder servicing and/or distribution fees or other payments due to it pursuant to this Agreement directly to its bank account. If the Broker so elects, the Broker shall provide such deposit authorization and instructions in Schedule II to this Agreement.

The parties hereby agree that the foregoing shareholder servicing and/or distribution fee are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Shares, that the Broker’s interest in the Offering is limited to such shareholder servicing and/or distribution fee from the Intermediary Manager and the Broker’s indemnity referred to in Section 4 of the Intermediary Manager Agreement, and that the Fund is not liable or responsible for the direct payment of such shareholder servicing and/or distribution fee to the Broker.

Except as otherwise described under “Brokerage Transaction Fee” above, the Broker waives any and all rights to receive compensation, including the shareholder servicing and/or distribution fee, until it is paid to and received by the Intermediary Manager. Broker acknowledges and agrees that, if the Fund pays shareholder servicing and/or distribution fees to the Intermediary Manager, the Fund is relieved of any obligation for shareholder servicing and/or distribution fees to Broker. The Fund may rely on and use the preceding acknowledgement as a defense against any claim by Broker for shareholder servicing and/or distribution fees the Fund pays to Intermediary Manager but that Intermediary Manager fails to remit to Broker. The Broker affirms that the Intermediary Manager’s liability for the shareholder servicing and/or distribution fee is limited solely to the proceeds of the shareholder servicing and/or distribution fee receivable from the Fund and Broker hereby waives any and all rights to receive any reallowance of the shareholder servicing and/or distribution fee due until such time as the Intermediary Manager is in receipt of the shareholder servicing and/or distribution fee from the Fund. Notwithstanding the above, Broker affirms that, to the extent that Broker retains transaction or other fees, including upfront placement fees or brokerage commissions, as described above under “Brokerage Transaction Fee,” neither the Fund nor the Intermediary Manager shall have liability for such brokerage commission or other transaction based fee payable to the Broker, and the Broker is solely responsible for retaining the brokerage commissions or other similar transaction based fees due to the Broker from the subscription funds received by the Broker from its customers for the purchase of Shares in accordance with the terms of this Agreement.

Notwithstanding anything herein to the contrary, Broker will not be entitled to receive any transaction or other fees, including upfront placement fees or brokerage commissions, or shareholder servicing and/or distribution fee which would cause the aggregate amount of transaction or other fees, including upfront placement fees or brokerage commissions, transaction based fees, shareholder servicing and/or distribution fees and other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) paid from any source in connection with this Offering to exceed ten percent (10.0%) of the gross proceeds raised from the sale of Shares in the Offering.

Broker shall furnish Intermediary Manager and the Fund with such information as shall reasonably be requested by the Fund with respect to the fees paid to Broker pursuant to this Schedule A, and Broker shall notify Intermediary Manager if Broker is not eligible to receive transaction or other fees, including upfront placement fees or brokerage commissions, shareholder servicing and/or distribution fees at the time of purchase.

Due Diligence

In addition, as set forth in the Prospectus, the Intermediary Manager or, in certain cases at the option of the Fund, the Fund, will pay or reimburse the Broker for reasonable bona fide due diligence expenses incurred by the Broker in connection with the Offering. Such due diligence expenses may include customary travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Broker and its personnel when visiting the Fund’s offices verify information relating to the Fund. The Broker shall provide a detailed and itemized invoice for any such due diligence expenses and shall obtain the prior written approval from the Intermediary Manager for such expenses, and no such expenses shall be reimbursed absent a detailed and itemized invoice being sent to [Ares invoice email contact].com and to the attention of [Ares IR email contact] .com. Notwithstanding the foregoing, no such payment

I-3

will be made if such payment would cause the aggregate of such reimbursements to Broker and other brokers, together with all other organization and offering expenses, defined under Omnibus Guidelines and FINRA rules, to exceed ten percent (10%) and fifteen percent (15%) of the Fund’s gross proceeds from the Offering. All such reimbursements will be made in accordance with, and subject to the restrictions and limitations imposed under the Prospectus, FINRA rules and other applicable laws and regulations.

Share Class Election

CHECK EACH APPLICABLE BOX BELOW IF THE BROKER ELECTS TO PARTICIPATE IN THE LISTED SHARE CLASS

☐ Class S Shares

☐ Class D Shares

☐ Class I Shares

The following reflects the brokerage transaction or other fee arrangements, including upfront placement fees or brokerage commissions, arrangement and shareholder servicing and/or distribution fee as agreed upon between the Intermediary Manager and the Broker for the applicable Share Class.



_______(Initials)	No upfront selling commission but intermediaries may charge transaction or other fees, including upfront placement fees or brokerage commissions, up to 3.5% of the NAV per Class S share sold in the Offering	By initialing here, the Broker hereby agrees to the terms of the Agreement and this Schedule I with respect to the Class S shares.
_______(Initials)	Shareholder servicing and/or distribution fee of 0.85% per annum of the aggregate NAV of outstanding Class S shares as of the beginning of the first calendar day of each month	By initialing here, the Broker agrees to the terms of eligibility for the shareholder servicing and/or distribution fee set forth in this Schedule I with respect to Class S shares. Should the Broker choose to opt out of this provision, it will not be eligible to receive the shareholder servicing and/or distribution fee with respect to Class S shares and initialing is not necessary. The Broker represents by its acceptance of each payment of the shareholder servicing and/or distribution fee that it complies with each of the above requirements.
_______(Initials)	No upfront selling commission but intermediaries may charge transaction or other fees, including upfront placement fees or brokerage commissions, up to 1.5% of the NAV per Class D share sold in the Offering	By initialing here, the Broker hereby agrees to the terms of the Agreement and this Schedule I with respect to the Class D shares.
_______(Initials)	Shareholder servicing and/or distribution fee of 0.25% per annum of the aggregate NAV of outstanding Class D shares as of the beginning of the first calendar day of each month	By initialing here, the Broker agrees to the terms of eligibility for the shareholder servicing and/or distribution fee set forth in this Schedule I with respect to Class D shares. Should the Broker choose to opt out of this provision, it will not be eligible to receive the shareholder servicing and/or distribution fee with respect to Class D shares and initialing is not necessary. The Broker represents by its acceptance of each payment of the shareholder servicing and/or distribution fee that it complies with each of the above requirements.

I-4

WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the date first written above.


"INTERMEDIARY MANAGER"

ARES WEALTH MANAGEMENT SOLUTIONS, LLC

By:
Name:
Title:


"BROKER"


(Print Name of Broker)


By:
Name:
Title:

I-5

SCHEDULE II

SELECTED INTERMEDIARY AGREEMENT WITH

ARES WEALTH MANAGEMENT SOLUTIONS, LLC

NAME OF ISSUER: ARES STRATEGIC INCOME FUND

NAME OF BROKER:

SCHEDULE TO AGREEMENT DATED:

Broker hereby authorizes the Intermediary Manager or its agent to deposit shareholder servicing and/or distribution fee and other payments due to it pursuant to the Selected Intermediary Agreement to its bank account specified below. This authority will remain in force until Broker notifies the Intermediary Manager in writing to cancel it. In the event that the Intermediary Manager deposits funds erroneously into Broker’s account, the Intermediary Manager is authorized to debit the account with no prior notice to Broker for an amount not to exceed the amount of the erroneous deposit.

Bank Name:

Bank Address:

Bank Routing Number:

Account Number:


“BROKER”



(Print Name of Broker)

By:

			Name:

			Title:

			Date:

II-1

SCHEDULE III

SELECTED INTERMEDIARY AGREEMENT WITH

ARES WEALTH MANAGEMENT SOLUTIONS, LLC

[To come]

III-1

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the date first written above.

“INTERMEDIARY MANAGER”

ARES WEALTH MANAGEMENT SOLUTIONS, LLC

By:

Name:

Title:



“BROKER”



(Print Name of Broker)

	By:


		Name:


		Title:

III-2

Exhibit 31.1

Certification of Co-Chief Executive Officer

of Periodic Report Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael L. Smith, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ares Strategic Income Fund;

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

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


May 15, 2023

/s/ MICHAEL L. SMITH
Michael L. Smith Co-Chief Executive Officer (principal executive officer)

Exhibit 31.2

Certification of Co-Chief Executive Officer

of Periodic Report Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mitchell Goldstein, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ares Strategic Income Fund;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


May 15, 2023

/s/ MITCHELL GOLDSTEIN
Mitchell Goldstein Co-Chief Executive Officer (principal executive officer)

Exhibit 31.3

Certification of Chief Financial Officer

of Periodic Report Pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Scott C. Lem, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ares Strategic Income Fund;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


May 15, 2023

/s/ SCOTT C. LEM
Scott C. Lem Chief Financial Officer (principal financial officer)

Exhibit 32.1

Certification of the Chief Executive Officers and Chief Financial Officer

Pursuant to

18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Ares Strategic Income Fund (the “Fund”) for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael L. Smith and Mitchell Goldstein, as the Chief Executive Officers of the Fund, and Scott C. Lem, as Chief Financial Officer of the Fund, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.


May 15, 2023

/s/ MICHAEL L. SMITH
Michael L. Smith Co-Chief Executive Officer (principal executive officer)

May 15, 2023

/s/ MITCHELL GOLDSTEIN
Mitchell Goldstein Co-Chief Executive Officer (principal executive officer)

May 15, 2023

/s/ SCOTT C. LEM
Scott C. Lem Chief Financial Officer (principal financial officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Ares Strategic Income Fund and will be retained by Ares Strategic Income Fund and furnished to the Securities and Exchange Commission or its staff upon request.

v3.23.1

Cover Page - shares
3 Months Ended

Mar. 31, 2023

May 11, 2023

Document Information [Line Items]

Document Type 10-Q

Document Quarterly Report true

Document Period End Date Mar. 31, 2023

Document Transition Report false

Entity File Number 333-264145

Entity Registrant Name ARES STRATEGIC INCOME FUND

Entity Incorporation, State or Country Code DE

Entity Tax Identification Number 88-6432468

Entity Address, Address Line One 245 Park Avenue

Entity Address, Address Line Two 44th Floor

Entity Address, City or Town New York

Entity Address, State or Province NY

Entity Address, Postal Zip Code 10167

City Area Code 212

Local Phone Number 750-7300

Entity Current Reporting Status No

Entity Interactive Data Current Yes

Entity Filer Category Non-accelerated Filer

Entity Small Business false

Entity Emerging Growth Company true

Entity Ex Transition Period false

Entity Shell Company false

Amendment Flag false

Current Fiscal Year End Date --12-31

Document Fiscal Year Focus 2023

Document Fiscal Period Focus Q1

Entity Central Index Key 0001918712

Class I Shares

Document Information [Line Items]

Entity Common Stock, Shares Outstanding 9,742,326

Class S Shares

Document Information [Line Items]

Entity Common Stock, Shares Outstanding 0

Class D Shares

Document Information [Line Items]

Entity Common Stock, Shares Outstanding 0

v3.23.1

Consolidated Statement of Assets and Liabilities (Statement) - USD ($)

Mar. 31, 2023

Dec. 31, 2022

ASSETS

Investments at fair value $ 334,085,000 ^[1],[2],[3] $ 108,529,200 ^[4],[5],[6]

Cash and cash equivalents 26,027,000 113,417,000

Interest receivable 1,138,000 139,000

Receivable for open trades 41,143,000 4,481,000

Other assets 7,121,000 6,247,000

Total assets 409,514,000 232,813,000

LIABILITIES

Debt 85,000,000 0

Interest and facility fees payable 885,000 0

Payable for open trades 72,646,000 84,490,000

Accounts payable and other liabilities 529,000 225,000

Total liabilities 159,060,000 84,715,000

Commitments and contingencies (Note 6)

NET ASSETS

Common shares, par value $0.01 per share, unlimited common shares authorized; 9,742 and 5,927 common shares issued and outstanding, respectively 97,000 59,000

Capital in excess of par value 244,539,000 148,113,000

Accumulated earnings (loss) 5,818,000 (74,000)

Total net assets 250,454,000 148,098,000

Total liabilities and net assets $ 409,514,000 $ 232,813,000

NET ASSETS PER SHARE (in usd per share) $ 25.71 $ 24.99

[1] 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.

[2] All of Ares Strategic Income Fund’s (together with its consolidated wholly owned subsidiary, ASIF Holdings Inc., the “Fund”) portfolio company investments, which as of March 31, 2023 represented 133% of the Fund’s net assets or 82% of the Fund’s total assets, are subject to legal restrictions on sales.

[3] As of March 31, 2023, the estimated net unrealized loss for federal tax purposes was $0.8 million based on a tax cost basis of $334.8 million. As of March 31, 2023, the estimated aggregate gross unrealized loss for federal income tax purposes was $1.4 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $0.6 million.

[4] 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.

[5] All of the Fund’s portfolio company investments, which as of December 31, 2022 represented 73% of the Fund’s net assets or 47% of the Fund’s total assets, are subject to legal restrictions on sales.

[6] As of December 31, 2022, the estimated net unrealized loss for federal tax purposes was $0.3 million based on a tax cost basis of $108.6 million. As of December 31, 2022, the estimated aggregate gross unrealized loss for federal income tax purposes was $0.4 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $0.1 million.

v3.23.1

Consolidated Statement of Assets and Liabilities (Parenthetical) - USD ($)
shares in Thousands

Mar. 31, 2023

Dec. 31, 2022

Statement of Financial Position [Abstract]

Non-controlled/non-affiliate company investments, at amortized cost $ 334,821,700 ^[1],[2],[3] $ 108,769,400 ^[4],[5],[6]

Common shares, par value per share (in dollars per share) $ 0.01 $ 0.01

Common shares issued (in shares) 9,742 5,927

Common shares outstanding (in shares) 9,742 5,927

[1] 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.

[2] All of Ares Strategic Income Fund’s (together with its consolidated wholly owned subsidiary, ASIF Holdings Inc., the “Fund”) portfolio company investments, which as of March 31, 2023 represented 133% of the Fund’s net assets or 82% of the Fund’s total assets, are subject to legal restrictions on sales.

[3] As of March 31, 2023, the estimated net unrealized loss for federal tax purposes was $0.8 million based on a tax cost basis of $334.8 million. As of March 31, 2023, the estimated aggregate gross unrealized loss for federal income tax purposes was $1.4 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $0.6 million.

[4] 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.

[5] All of the Fund’s portfolio company investments, which as of December 31, 2022 represented 73% of the Fund’s net assets or 47% of the Fund’s total assets, are subject to legal restrictions on sales.

[6] As of December 31, 2022, the estimated net unrealized loss for federal tax purposes was $0.3 million based on a tax cost basis of $108.6 million. As of December 31, 2022, the estimated aggregate gross unrealized loss for federal income tax purposes was $0.4 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $0.1 million.

v3.23.1

Consolidated Statement of Operations (Statement)
$ in Thousands
3 Months Ended

Mar. 31, 2023

USD ($)

INVESTMENT INCOME:

Interest income $ 5,246

Other income 106

Total investment income from non-controlled/non-affiliate company investments 5,352

EXPENSES:

Interest and credit facility fees 1,181

Base management fee 684

Capital gains incentive fee 74

Administrative fees 684

Other general and administrative 582

Total expenses 3,205

Expense support (Note 3) (2,895)

Net expenses 310

NET INVESTMENT INCOME 5,042

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:

Net realized gains on investments 1,340

Net unrealized losses on investments (490)

Net realized and unrealized gains on investments 850

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 5,892

v3.23.1

Consolidated Statement of Changes in Net Assets (Statement)
$ in Thousands
3 Months Ended

Mar. 31, 2023

USD ($)

Operations:

Net investment income $ 5,042

Net realized gains on investments 1,340

Net unrealized losses on investments (490)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 5,892

Share transactions:

Net increase from share transactions 96,464

Total increase in net assets 102,356

Net assets, beginning of period 148,098

Net assets, end of period 250,454

Common Stock

Share transactions:

Proceeds from shares sold 38

Capital in Excess of Par Value

Share transactions:

Proceeds from shares sold $ 96,426

v3.23.1

Consolidated Statement of Cash Flows (Statement)
$ in Thousands
3 Months Ended

Mar. 31, 2023

USD ($)

OPERATING ACTIVITIES:

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 5,892

Adjustments to reconcile net increase in net assets resulting from operations:

Net realized gains on investments (1,340)

Net unrealized losses on investments 490

Net accretion of investments (376)

Amortization of debt issuance costs 302

Purchases of investments (348,842)

Proceeds from repayments or sales of investments 76,182

Changes in operating assets and liabilities:

Interest receivable (999)

Other assets (1,176)

Interest and facility fees payable 885

Accounts payable and other liabilities 128

Net cash used in operating activities (268,854)

FINANCING ACTIVITIES:

Borrowings on debt 85,000

Proceeds from issuance of common shares 96,464

Net cash provided by financing activities 181,464

CHANGE IN CASH AND CASH EQUIVALENTS (87,390)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 113,417

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 26,027

v3.23.1

Organization
3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization
1. ORGANIZATION

Ares Strategic Income Fund (together with its consolidated wholly owned subsidiary, ASIF Holdings Inc., 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 intends to elect to be treated and to operate in a manner so as to qualify annually as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”).

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 (NYSE:ARES) (“Ares Management”), 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. For cash management and other purposes, the Fund also intends to 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. The Fund intends to primarily invest 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 have 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.

On October 6, 2022, an affiliate of the Fund’s investment adviser, as its sole initial shareholder, purchased 1,000 of the Fund’s Class I shares.

Beginning in November 2022, the Fund entered into agreements with several investors pursuant to which such investors have 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” under Rule 501(a) of the Securities Act.

Pursuant to such agreements entered into between the Fund and each investor in connection with the Private Placement (the “Private Placement Agreements”), 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 of $25.00 per share, which was equal to the net asset value (“NAV”) per share as of the most recently completed month-end prior to the date of such drawdown.

The Fund commenced operations on December 5, 2022 after the Fund received initial capital from the Private Placement. The Fund intends to offer 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 Exchange Commission (the “SEC”). As of March 31, 2023, subject to the receipt of an exemptive relief order from the SEC,
the Fund intended to offer to sell any combination of three classes of Common Shares, consisting of Class S shares, Class D shares, and Class I 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. As of March 31, 2023, the Fund had submitted an application to the SEC for an exemptive relief order to permit the Fund to offer multiple classes of its Common Shares. Prior to receiving this exemptive relief order, the Fund only offered Class I shares and did not issue Class S or Class D shares. In the Offering, the purchase price per share for each class of Common Shares will equal the Fund’s NAV per share, as of the effective date of the monthly share purchase date. 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. See Note 10 for a subsequent event relating to the exemptive relief order.

v3.23.1

Significant Accounting Policies
3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies
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”). 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’s first fiscal period ended on December 31, 2022.

Cash and Cash Equivalents

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.

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.

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, the Fund's board of trustees has designated the investment adviser as its “valuation designee” to perform fair value determinations for investments held by the Fund without readily available market quotations.

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Fund’s investment adviser, as 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 Fund’s investment adviser, as 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 firms that have been engaged to support the valuation of such portfolio investments at least once during a trailing 12-month period (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 investment valuation process within the context of performing the Fund’s integrated 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 its investment adviser, as the valuation designee, as described herein. As part of the valuation process for investments that do not have readily available market prices, the Fund’s investment adviser 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 equity sale occurs, the Fund’s investment adviser considers the pricing indicated by the external event to corroborate its 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 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.

The Fund’s investment adviser, as the valuation designee, subject to the oversight of the 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 Fund’s investment adviser.

•The valuation committee of the Fund’s investment adviser 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 independent third‑party valuation firms, where applicable.

When the Fund's investment adviser 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 Fund's 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 Fund's investment adviser will generally value such assets at the most recent quarterly valuation unless the Fund's investment adviser 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 Fund's investment adviser determines such a change has occurred with respect to one or more investments, the Fund's investment adviser will determine whether to update the value for each relevant investment. See Note 7 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 dividends 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.

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 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.

Organization and Offering Costs

Costs associated with the organization of the Fund are expensed as incurred upon commencement of the Fund’s operations on December 5, 2022. Costs associated with the offering of Common Shares of the Fund will be 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. See Note 6 for more details.

Distributions

To the extent that the Fund has taxable income available, the Fund currently intends to make monthly distributions to its shareholders, commencing with the first full calendar quarter after the Fund holds the first closing in the registered public offering. 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.

Income Taxes

The Fund intends to elect to be treated as a RIC under the Code and operates in a manner so as to qualify for the U.S. federal income 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, as defined by the Code, for each year. The Fund intends 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 dividend 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 dividend 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.

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 does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the consolidated financial statements.

v3.23.1

Agreements
3 Months Ended

Mar. 31, 2023

Investment Company [Abstract]

Agreements
3. AGREEMENTS

Investment Advisory and Management Agreement

The Fund is party to an investment advisory and management agreement with Ares Capital Management. Subject to the overall supervision of the 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 the base management fee and the incentive fee is ultimately borne by the 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 Incentive Fee

The portion 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).

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 the Fund has not yet received in cash. The Fund’s investment adviser is not under any obligation to reimburse the Fund for any part of the income based fees it receives that are based on accrued interest income that the Fund never actually receives. Pre-incentive fee net investment income is not adjusted for incentive fee payments or any shareholder servicing and/or distribution fee payments 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 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 incentive 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 incentive 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 1.25% per quarter (5.0% annualized).
The Fund pays its investment adviser an incentive 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.

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.

(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 fees.

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.

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 Investment Advisers Act of 1940, as amended, or 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.

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.

The Fund commenced operations on December 5, 2022 after the Fund received initial capital from the Private Placement. In connection with the commencement of the Fund’s operations, the investment advisory and management agreement became effective and the base management fee and any incentive fees, as applicable, payable by the Fund to the Fund’s investment adviser under the investment advisory and management agreement began to accrue.

The base management fee, income based incentive fee and capital gains incentive fee for the three months ended March 31, 2023 were as follows:
Base management fee $ 684
Income based incentive fee $ —
Capital gains incentive fee(1) $ 74
________________________________________

(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 three months ended March 31, 2023. 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 fees paid or capital gains incentive fees accrued under GAAP in all prior periods. 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 of the Fund’s investment adviser and its staff, when and to the extent engaged in providing investment advisory 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. 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 independent valuation firm 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 management fees and incentive fees; 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 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 state administrators; 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, dividend 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 reports to its shareholders and reports and other materials required to be filed with the SEC or any other regulatory authority.

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 three months ended March 31, 2023, the Fund incurred $684 in administrative fees, which were unpaid and included in “accounts payable and other liabilities” in the accompanying consolidated statement of assets and liabilities.

Intermediary Manager Agreement

As of March 31, 2023, the Fund intended to become a party to an intermediary manager agreement (the “Intermediary Manager Agreement”) with AWMS (the “Intermediary Manager”), an affiliate of the Fund’s investment adviser. 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 will be paid with respect to Class I shares. The shareholder servicing and/or distribution fees will be 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 Financial Industry Regulatory Authority, Inc.

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. See Note 10 for a subsequent event relating to the Intermediary Manager Agreement.

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 forty-five 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 following table presents a summary of Expense Payments and the related Reimbursement Payments since the Fund’s commencement of operations:

For the Month Ended Expense Support from the Adviser Recoupment of Expense Support Expense Support No Longer Eligible for Reimbursement Unreimbursed Expense Support Ratio of Operating Expenses to Average Net Assets for the Period(1) Annualized Distribution Ratios for the Period Eligible for Reimbursement through
December 31, 2022 $ 1,449 $ — $ — $ 1,449 5.04 % $ — 12/30/2025
January 31, 2023 $ 1,088 $ — $ — $ 1,088 4.56 % $ — 1/31/2026
February 28, 2023 $ 891 $ — $ — $ 891 3.53 % $ — 2/28/2026
March 31, 2023 $ 916 $ — $ — $ 916 3.63 % $ — 3/31/2026

________________________________________

(1)In accordance with the Expense Support and Conditional Reimbursement Agreement, the ratio of operating expenses excludes organization and offering costs, interest expense, base management fee and incentive fee.

v3.23.1

Investments
3 Months Ended

Mar. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Investments
4. INVESTMENTS

As of March 31, 2023 and December 31, 2022, investments consisted of the following:

As of
March 31, 2023 December 31, 2022
Amortized Cost(1) Fair Value Amortized Cost(1) Fair Value
First lien senior secured loans $ 325,303 $ 324,937 $ 108,669 $ 108,429
Second lien senior secured loans 9,169 8,808 — —
Other equity 350 340 100 100
Total $ 334,822 $ 334,085 $ 108,769 $ 108,529
________________________________________

(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 March 31, 2023 and December 31, 2022 were as follows:
As of
March 31, 2023 December 31, 2022
Industry
Software and Services 21.3 % 14.6 %
Consumer Services 17.1 20.3
Capital Goods 13.1 13.7
Health Care Services 9.5 9.7
Insurance Services 7.3 7.3
Financial Services 5.4 3.3
Media and Entertainment 5.1 3.6
Materials 4.3 4.9
Technology Hardware and Equipment 2.9 2.5
Commercial and Professional Services 2.7 4.6
Pharmaceuticals, Biotechnology and Life Sciences 2.4 3.6
Retailing and Distribution 2.2 2.3
Consumer Staples Distribution and Retail 2.1 —
Consumer Durables and Apparel 1.0 0.7
Transportation 0.9 0.9
Other 2.7 8.0
Total 100.0 % 100.0 %
As of
March 31, 2023 December 31, 2022
Geographic Region
United States 95.9 % 94.9 %
Canada 2.3 % 1.9
Europe 1.6 % 2.5
Cayman Islands 0.2 % 0.7
Total 100.0 % 100.0 %
As of March 31, 2023 and December 31, 2022, none of the loans were on non-accrual status.

v3.23.1

Debt
3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt
5. DEBT

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. The Fund’s sole initial shareholder has approved a proposal that allows the Fund to reduce its asset coverage ratio applicable to senior securities from 200% to 150%. As of March 31, 2023, the Fund’s asset coverage was 395%.
The Fund’s outstanding debt as of March 31, 2023 and December 31, 2022 was as follows:

As of
March 31, 2023 December 31, 2022
Total Aggregate Principal Amount Committed/ Outstanding (1) Principal Amount Outstanding Carrying Value Total Aggregate Principal Amount Committed/ Outstanding (1) Principal Amount Outstanding Carrying Value
Credit Facility $ 625,000 (2) $ 85,000 $ 85,000 $ 625,000 $ — $ —
Total $ 625,000 $ 85,000 $ 85,000 $ 625,000 $ — $ —
________________________________________

(1)Represents the total aggregate amount committed or outstanding, as applicable, under the Credit Facility (as defined below). Borrowings under the committed Credit Facility (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 Credit Facility (as defined below) to a maximum of $1,050,000.

Credit Facility

On December 20, 2022, the Fund entered into a senior secured revolving credit facility agreement with JPMorgan Chase Bank, N.A. and each of the other parties thereto (the “Credit Facility”), that allows the Fund to borrow up to $625,000 at any one time outstanding. The end of the revolving period and the stated maturity date are December 20, 2026 and December 20, 2027, respectively. The Credit Facility also provides for a feature that allows the Fund, under certain circumstances, to increase the overall size of the Credit Facility to a maximum of $1,050,000. The 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 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 Credit Facility. Amounts available to borrow under the 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 Credit Facility) that are pledged as collateral. As of March 31, 2023 and December 31, 2022, the Fund was in compliance in all material respects with the terms of the Credit Facility.

As of March 31, 2023, there was $85,000 outstanding under the Credit Facility. As of December 31, 2022, there was no borrowings under the Credit Facility. The Credit Facility also provides for a sub-limit for the issuance of letters of credit for up to an aggregate amount of $100,000. The carrying value of the Fund’s borrowings under the Credit Facility approximates fair value and would be categorized as Level 2 in the fair value hierarchy.

The interest rate charged on the 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) and an applicable spread of either 1.75% or 1.875% or an “alternate base rate” (as defined in the agreements governing the 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 and term loans outstanding under the Credit Facility and (b) 85% of the total commitments of the Credit Facility (or, if higher, the total revolving exposure) plus (ii) other debt, if any, secured by the same collateral as the
Credit Facility. The Credit Facility allows for borrowings to be made using one, three or six month SOFR. As of March 31, 2023, the one, three and six month SOFR was 4.80%, 4.91% and 4.90%, respectively. As of March 31, 2023 and December 31, 2022, the applicable spread in effect was 1.875%. In addition to the stated interest expense on the Credit Facility, the Fund is required to pay a commitment fee of 0.375% per annum on any unused portion of the 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.

For the three months ended March 31, 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 Credit Facility were as follows:
For the Three Months Ended March 31, 2023
Stated interest expense $ 310
Credit facility fees 569
Amortization of debt issuance costs 302
Total interest and credit facility fees expense $ 1,181
Cash paid for interest expense $ —
Average stated interest rate 6.35 %
Average outstanding balance $ 18,500

v3.23.1

Commitment and Contingencies
3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies
6. COMMITMENTS AND CONTINGENCIES

The Fund’s investment adviser has agreed to advance all of the Fund’s organization and initial offering expenses, including in connection with the Private Placement, subject to the conditions contained in the Expense Support and Conditional Reimbursement Agreement. The Fund has not recognized any accrued expenses related to the offering costs because a successful registered offering has not occurred as of March 31, 2023. The total offering costs (which includes all offering expenses incurred in connection with the Private Placement) incurred through March 31, 2023 were approximately $4,679.

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 March 31, 2023 and December 31, 2022, the Fund had total commitments to fund revolving and delayed draw terms loans in the aggregate principal amount of $19,638 and $6,411, respectively, of which $19,269 and $6,387, respectively, were unfunded.

The Fund’s 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).
In addition, as of March 31, 2023, the Fund was party to an agreement to fund equity investment commitments in the aggregate amount of $6, all of which were unfunded. As of December 31, 2022, the Fund had no equity investment commitments.

v3.23.1

Fair Value of Financial Instruments
3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments
7. 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 item 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 Fund’s investment adviser, as valuation designee, employs its valuation policy and procedures that are consistent with the provision of Rule 2a-5 under the Investment Company Act and ASC 820-10 (see Note 2 for more information). The Fund’s investment adviser 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 the investments in the Fund’s portfolio, the fair value of the 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 publicly traded comparable companies, if any. The Fund’s investment adviser 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 Fund’s investment adviser 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 Fund’s investment adviser, as 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 and investments as of March 31, 2023:
Fair Value Measurements Using
Level 1 Level 2 Level 3 Total
Cash and cash equivalents $ 26,027 $ — $ — $ 26,027
First lien senior secured loans $ — $ 225,983 $ 98,954 $ 324,937
Second lien senior secured loans — — 8,808 8,808
Other equity — — 340 340
Total investments $ — $ 225,983 $ 108,102 $ 334,085

The following table presents fair value measurements of cash and cash equivalents and investments as of December 31, 2022:

Fair Value Measurements Using
Level 1 Level 2 Level 3 Total
Cash and cash equivalents $ 113,417 $ — $ — $ 113,417
First lien senior secured loans $ — $ 89,785 $ 18,644 $ 108,429
Other equity — — 100 100
Total investments $ — $ 89,785 $ 18,744 $ 108,529

The following tables summarize the significant unobservable inputs the Fund’s investment adviser used to value the majority of the Fund’s investments categorized within Level 3 as of March 31, 2023 and December 31, 2022, respectively. The table is not intended to be all-inclusive, but instead to capture the significant unobservable inputs relevant to the determination of fair values.

As of March 31, 2023
Unobservable Input
Asset Category Fair Value Primary Valuation Techniques Input Estimated Range
Weighted Average(1)
First lien senior secured loans $ 83,860 Yield analysis Market yield
12.4% - 13.3%
12.9%
15,094 Broker quotes N/A N/A N/A
Second lien senior secured loans 8,808 Yield analysis Market yield 14.4% 14.4%
Other equity 340 EV market multiple analysis EBITDA multiple
13.2x - 15.6x
14.2x
Total investments $ 108,102
____________________________________

(1)Unobservable inputs were weighted by the relative fair value of the investments.

As of December 31, 2022
Unobservable Input
Asset Category Fair Value Primary Valuation Techniques Input Estimated Range
Weighted Average(1)
First lien senior secured loans $ 18,644 Yield analysis Market yield
12.3% - 13.9%
13.2%
Other equity 100 EV market multiple analysis EBITDA multiple
13.2x - 15.0x
14.1x
Total investments $ 18,744
____________________________________

(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.

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 following table presents changes in investments that use Level 3 inputs as of and for the three months ended March 31, 2023:

As of and For the Three Months Ended March 31, 2023
Balance as of December 31, 2022 $ 18,744
Net realized gains 163
Net unrealized losses (692)
Purchases 98,764
Sales (11,607)
Repayments (78)
Net accretion of discount on securities 135
Net transfers in and/or out of Level 3 2,673
Balance as of March 31, 2023 $ 108,102

Investments were transferred into and out of Level 3 during the three months ended March 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 March 31, 2023, the net unrealized depreciation on the investments that use Level 3 inputs was $394.

For the three months ended March 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 March 31, 2023, and reported within the net unrealized gains (losses) on investments in the Fund’s consolidated statement of operations, was $(379).

v3.23.1

Net Assets
3 Months Ended

Mar. 31, 2023

Investment Company [Abstract]

Net Assets
8. NET ASSETS

In connection with its formation, 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 1,000 of the Fund’s Class I shares. Beginning in November 2022, the Fund entered into subscription agreements with Private Placement Investors for total commitments as of March 31, 2023 of $847,098 to purchase the Fund’s Class I shares. During the three months ended March 31, 2023, the Fund called an additional $96,463 from the Private Placement Investors and issued approximately 3,815 Class I shares. Since October 6, 2022 through March 31, 2023, the Fund called an aggregate of $244,636 from the Private Placement Investors, and in exchange therefore the Fund issued approximately 9,742 Class I shares to 61 shareholders, including the investment from the Fund’s sole initial shareholder. As of March 31, 2023, the Fund had not sold any shares of its Class S or Class D shares. See Note 10 for a subsequent event relating to additional capital called from the Private Placement Investors.
Subject to the receipt of an exemptive relief order from the SEC, as of March 31, 2023, the Fund intended to offer on a continuous basis, to sell any combination of three classes of Common Shares consisting of Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount of $7.5 billion in the Offering. The purchase price per share for each class of Common Shares equals the Fund’s NAV per share, as of the effective date of the monthly share purchase date. The 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.

As of March 31, 2023, the Fund had submitted to the SEC an application for an exemptive relief order to permit it to offer multiple classes of its Common Shares. As of March 31, 2023, as it had not received an exemptive order granted by the SEC, the Fund was permitted to offer only Class I shares and had not issued any Class S or Class D shares. See Note 10 for a subsequent event relating to the exemptive relief order.

Net Asset Value Per Share and Offering Price

In connection with the Offering, 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. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be NAV per share for each share class as of the last calendar day of the immediately preceding month. The following table summarizes each month-end NAV per share for Class I shares as of December 31, 2022 and during the three months ended March 31, 2023.

NAV Per Share
For the Months Ended Class I
December 31, 2022 $ 24.99
January 31, 2023 $ 25.40
February 28, 2023 $ 25.58
March 31, 2023 $ 25.71

v3.23.1

Financial Highlights
3 Months Ended

Mar. 31, 2023

Investment Company [Abstract]

Financial Highlights
9. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights as of and for the three months ended March 31, 2023:

As of and For the Three Months Ended March 31, 2023
Class I
Per Share Data:
Net asset value, beginning of period $ 24.99
Issuances of common shares 0.05
Net investment income for period(1) 0.58
Net realized and unrealized gains for period(1) 0.09
Net increase in net assets 0.72
Net asset value, end of period $ 25.71
Total return based on net asset value(2) 2.88 %
Shares outstanding, end of period 9,742
Ratio/Supplemental Data:
Net assets, end of period $ 250,454
Ratio of operating expenses (excluding expense support) to average net assets(3)(4) 6.30 %
Ratio of operating expenses (including expense support) to average net assets(3)(4) 0.61 %
Ratio of net investment income to average net assets(3)(5) 9.90 %
Portfolio turnover rate(3) 190 %
_______________________________________________________________________________

(1)Weighted average basic per share data.
(2)For the three months ended March 31, 2023, 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.

(3)The ratios reflect an annualized amount.

(4)For the three months ended March 31, 2023, the ratio of operating expenses to average net assets consisted of the following:
As of and For the
Three Months Ended March 31, 2023
Class I
Base management fees 1.34 %
Income based incentive fees and capital gains incentive fees 0.15 %
Cost of borrowing 2.32 %
Other operating expenses 2.49 %
Total operating expenses 6.30 %

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

v3.23.1

Subsequent Events
3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events
10. 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 consolidated financial statements or accompanying notes, except as discussed below.

On April 17, 2023, the Fund was granted an exemptive relief order from the SEC that permits the Fund to issue multiple classes of its Common Shares. The Fund may offer to sell any combination of three classes of Common Shares consisting of Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount of $7.5 billion in the Offering. The share classes have different ongoing shareholder servicing and/or distribution fees. The purchase price per share for each class of Common Shares will equal the Fund’s NAV per share, as of the effective date of the monthly share purchase date.

On April 24, 2023, the Fund received a notice of effectiveness related to the Fund’s Form N-2 Registration Statement (the “Registration Statement”). Pursuant to the Registration Statement, the Fund may offer and sell on a continuous basis up to $7.5 billion of its Common Shares in the Offering.

On April 24, 2023, the Fund entered into the Intermediary Manager Agreement with AWMS, the Fund's intermediary manager.
In May 2023, the Fund called an additional $100,000 from the Private Placement Investors.

v3.23.1

Significant Accounting Policies (Policies)
3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation
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”). 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’s first fiscal period ended on December 31, 2022.

Cash and Cash Equivalents
Cash and Cash Equivalents

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.

Concentration of Credit Risk
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.

Investments
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, the Fund's board of trustees has designated the investment adviser as its “valuation designee” to perform fair value determinations for investments held by the Fund without readily available market quotations.

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Fund’s investment adviser, as 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 Fund’s investment adviser, as 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 firms that have been engaged to support the valuation of such portfolio investments at least once during a trailing 12-month period (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 investment valuation process within the context of performing the Fund’s integrated 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 its investment adviser, as the valuation designee, as described herein. As part of the valuation process for investments that do not have readily available market prices, the Fund’s investment adviser 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 equity sale occurs, the Fund’s investment adviser considers the pricing indicated by the external event to corroborate its 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 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.

The Fund’s investment adviser, as the valuation designee, subject to the oversight of the 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 Fund’s investment adviser.

•The valuation committee of the Fund’s investment adviser 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 independent third‑party valuation firms, where applicable.

When the Fund's investment adviser 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 Fund's 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 Fund's investment adviser will generally value such assets at the most recent quarterly valuation unless the Fund's investment adviser 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 Fund's investment adviser determines such a change has occurred with respect to one or more investments, the Fund's investment adviser will determine whether to update the value for each relevant investment. See Note 7 for more information on the Fund’s valuation process.

Interest Income Recognition
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 dividends 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.

Dividend Income Recognition
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 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

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.

Organization and Offering Costs
Organization and Offering Costs

Costs associated with the organization of the Fund are expensed as incurred upon commencement of the Fund’s operations on December 5, 2022. Costs associated with the offering of Common Shares of the Fund will be 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. See Note 6 for more details.

Distributions Distributions To the extent that the Fund has taxable income available, the Fund currently intends to make monthly distributions to its shareholders, commencing with the first full calendar quarter after the Fund holds the first closing in the registered public offering. 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.

Income Taxes
Income Taxes

The Fund intends to elect to be treated as a RIC under the Code and operates in a manner so as to qualify for the U.S. federal income 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, as defined by the Code, for each year. The Fund intends 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 dividend 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 dividend 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.

Use of Estimates in the Preparation of the Consolidated Financial Statements
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
Recent Accounting Pronouncements

The Fund does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the consolidated financial statements.

v3.23.1

Agreements (Tables)
3 Months Ended

Mar. 31, 2023

Investment Company [Abstract]

Summary of Base Management Fee, Income Based Incentive Fee and Capital Gains Incentive Fee The base management fee, income based incentive fee and capital gains incentive fee for the three months ended March 31, 2023 were as follows:
Base management fee $ 684
Income based incentive fee $ —
Capital gains incentive fee(1) $ 74
________________________________________

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

Schedule of Expense Payments and Related Reimbursement Payments
The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Fund’s commencement of operations:

For the Month Ended Expense Support from the Adviser Recoupment of Expense Support Expense Support No Longer Eligible for Reimbursement Unreimbursed Expense Support Ratio of Operating Expenses to Average Net Assets for the Period(1) Annualized Distribution Ratios for the Period Eligible for Reimbursement through
December 31, 2022 $ 1,449 $ — $ — $ 1,449 5.04 % $ — 12/30/2025
January 31, 2023 $ 1,088 $ — $ — $ 1,088 4.56 % $ — 1/31/2026
February 28, 2023 $ 891 $ — $ — $ 891 3.53 % $ — 2/28/2026
March 31, 2023 $ 916 $ — $ — $ 916 3.63 % $ — 3/31/2026

________________________________________

(1)In accordance with the Expense Support and Conditional Reimbursement Agreement, the ratio of operating expenses excludes organization and offering costs, interest expense, base management fee and incentive fee.

v3.23.1

Investments (Tables)
3 Months Ended

Mar. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule of Investments
As of March 31, 2023 and December 31, 2022, investments consisted of the following:

As of
March 31, 2023 December 31, 2022
Amortized Cost(1) Fair Value Amortized Cost(1) Fair Value
First lien senior secured loans $ 325,303 $ 324,937 $ 108,669 $ 108,429
Second lien senior secured loans 9,169 8,808 — —
Other equity 350 340 100 100
Total $ 334,822 $ 334,085 $ 108,769 $ 108,529
________________________________________

(1)The amortized cost represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest or dividends.
The industrial and geographic compositions of the Fund’s portfolio at fair value as of March 31, 2023 and December 31, 2022 were as follows:
As of
March 31, 2023 December 31, 2022
Industry
Software and Services 21.3 % 14.6 %
Consumer Services 17.1 20.3
Capital Goods 13.1 13.7
Health Care Services 9.5 9.7
Insurance Services 7.3 7.3
Financial Services 5.4 3.3
Media and Entertainment 5.1 3.6
Materials 4.3 4.9
Technology Hardware and Equipment 2.9 2.5
Commercial and Professional Services 2.7 4.6
Pharmaceuticals, Biotechnology and Life Sciences 2.4 3.6
Retailing and Distribution 2.2 2.3
Consumer Staples Distribution and Retail 2.1 —
Consumer Durables and Apparel 1.0 0.7
Transportation 0.9 0.9
Other 2.7 8.0
Total 100.0 % 100.0 %
As of
March 31, 2023 December 31, 2022
Geographic Region
United States 95.9 % 94.9 %
Canada 2.3 % 1.9
Europe 1.6 % 2.5
Cayman Islands 0.2 % 0.7
Total 100.0 % 100.0 %

v3.23.1

Debt (Tables)
3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Summary of Outstanding Debt
The Fund’s outstanding debt as of March 31, 2023 and December 31, 2022 was as follows:

As of
March 31, 2023 December 31, 2022
Total Aggregate Principal Amount Committed/ Outstanding (1) Principal Amount Outstanding Carrying Value Total Aggregate Principal Amount Committed/ Outstanding (1) Principal Amount Outstanding Carrying Value
Credit Facility $ 625,000 (2) $ 85,000 $ 85,000 $ 625,000 $ — $ —
Total $ 625,000 $ 85,000 $ 85,000 $ 625,000 $ — $ —
________________________________________

(1)Represents the total aggregate amount committed or outstanding, as applicable, under the Credit Facility (as defined below). Borrowings under the committed Credit Facility (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 Credit Facility (as defined below) to a maximum of $1,050,000.
For the three months ended March 31, 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 Credit Facility were as follows:
For the Three Months Ended March 31, 2023
Stated interest expense $ 310
Credit facility fees 569
Amortization of debt issuance costs 302
Total interest and credit facility fees expense $ 1,181
Cash paid for interest expense $ —
Average stated interest rate 6.35 %
Average outstanding balance $ 18,500

v3.23.1

Fair Value of Financial Instruments (Tables)
3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements of Cash and Cash Equivalents and Investments The following table presents fair value measurements of cash and cash equivalents and investments as of March 31, 2023:
Fair Value Measurements Using
Level 1 Level 2 Level 3 Total
Cash and cash equivalents $ 26,027 $ — $ — $ 26,027
First lien senior secured loans $ — $ 225,983 $ 98,954 $ 324,937
Second lien senior secured loans — — 8,808 8,808
Other equity — — 340 340
Total investments $ — $ 225,983 $ 108,102 $ 334,085

The following table presents fair value measurements of cash and cash equivalents and investments as of December 31, 2022:

Fair Value Measurements Using
Level 1 Level 2 Level 3 Total
Cash and cash equivalents $ 113,417 $ — $ — $ 113,417
First lien senior secured loans $ — $ 89,785 $ 18,644 $ 108,429
Other equity — — 100 100
Total investments $ — $ 89,785 $ 18,744 $ 108,529

Summary of Significant Unobservable Inputs used to Value Investments
The following tables summarize the significant unobservable inputs the Fund’s investment adviser used to value the majority of the Fund’s investments categorized within Level 3 as of March 31, 2023 and December 31, 2022, respectively. The table is not intended to be all-inclusive, but instead to capture the significant unobservable inputs relevant to the determination of fair values.

As of March 31, 2023
Unobservable Input
Asset Category Fair Value Primary Valuation Techniques Input Estimated Range
Weighted Average(1)
First lien senior secured loans $ 83,860 Yield analysis Market yield
12.4% - 13.3%
12.9%
15,094 Broker quotes N/A N/A N/A
Second lien senior secured loans 8,808 Yield analysis Market yield 14.4% 14.4%
Other equity 340 EV market multiple analysis EBITDA multiple
13.2x - 15.6x
14.2x
Total investments $ 108,102
____________________________________

(1)Unobservable inputs were weighted by the relative fair value of the investments.

As of December 31, 2022
Unobservable Input
Asset Category Fair Value Primary Valuation Techniques Input Estimated Range
Weighted Average(1)
First lien senior secured loans $ 18,644 Yield analysis Market yield
12.3% - 13.9%
13.2%
Other equity 100 EV market multiple analysis EBITDA multiple
13.2x - 15.0x
14.1x
Total investments $ 18,744
____________________________________

(1)Unobservable inputs were weighted by the relative fair value of the investments.

Summary of Change in Investments using Level 3 Inputs
The following table presents changes in investments that use Level 3 inputs as of and for the three months ended March 31, 2023:

As of and For the Three Months Ended March 31, 2023
Balance as of December 31, 2022 $ 18,744
Net realized gains 163
Net unrealized losses (692)
Purchases 98,764
Sales (11,607)
Repayments (78)
Net accretion of discount on securities 135
Net transfers in and/or out of Level 3 2,673
Balance as of March 31, 2023 $ 108,102

v3.23.1

Net Assets (Tables)
3 Months Ended

Mar. 31, 2023

Investment Company [Abstract]

Net Asset Value Per Share The following table summarizes each month-end NAV per share for Class I shares as of December 31, 2022 and during the three months ended March 31, 2023.
NAV Per Share
For the Months Ended Class I
December 31, 2022 $ 24.99
January 31, 2023 $ 25.40
February 28, 2023 $ 25.58
March 31, 2023 $ 25.71

v3.23.1

Financial Highlights (Tables)
3 Months Ended

Mar. 31, 2023

Investment Company [Abstract]

Schedule of Financial Highlights
The following is a schedule of financial highlights as of and for the three months ended March 31, 2023:

As of and For the Three Months Ended March 31, 2023
Class I
Per Share Data:
Net asset value, beginning of period $ 24.99
Issuances of common shares 0.05
Net investment income for period(1) 0.58
Net realized and unrealized gains for period(1) 0.09
Net increase in net assets 0.72
Net asset value, end of period $ 25.71
Total return based on net asset value(2) 2.88 %
Shares outstanding, end of period 9,742
Ratio/Supplemental Data:
Net assets, end of period $ 250,454
Ratio of operating expenses (excluding expense support) to average net assets(3)(4) 6.30 %
Ratio of operating expenses (including expense support) to average net assets(3)(4) 0.61 %
Ratio of net investment income to average net assets(3)(5) 9.90 %
Portfolio turnover rate(3) 190 %
_______________________________________________________________________________

(1)Weighted average basic per share data.
(2)For the three months ended March 31, 2023, 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.

(3)The ratios reflect an annualized amount.

(4)For the three months ended March 31, 2023, the ratio of operating expenses to average net assets consisted of the following:
As of and For the
Three Months Ended March 31, 2023
Class I
Base management fees 1.34 %
Income based incentive fees and capital gains incentive fees 0.15 %
Cost of borrowing 2.32 %
Other operating expenses 2.49 %
Total operating expenses 6.30 %

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

v3.23.1

Organization (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended

Oct. 06, 2022

Mar. 31, 2023

Mar. 31, 2023

Nov. 30, 2022

Minimum

Investment Company, Changes in Net Assets [Line Items]

Annual EBITDA of middle-market companies $ 10

Maximum

Investment Company, Changes in Net Assets [Line Items]

Annual EBITDA of middle-market companies 250

Private Placement

Investment Company, Changes in Net Assets [Line Items]

Maximum amount of offering $ 7,500

Private Placement | Class I Shares

Investment Company, Changes in Net Assets [Line Items]

Number of shares issued (in shares) 1,000 3,815 9,742

Offering price per share (in usd per share) $ 25.00

v3.23.1

Agreements - Base Management Fee, Income Based Incentive Fee and Capital Gains Incentive Fee (Details)
$ in Thousands
3 Months Ended

Mar. 31, 2023

USD ($)

Investment Company [Abstract]

Base management fee $ 684

Income based incentive fee 0

Capital gains incentive fee $ 74

v3.23.1

Agreements - Expense Payments and Related Reimbursement Payments (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended

Mar. 31, 2023

Feb. 28, 2023

Jan. 31, 2023

Dec. 31, 2022

Mar. 31, 2023

Investment Company, Financial Highlights [Line Items]

Expense Support from the Adviser $ 2,895

Ratio of Operating Expense to Average Net Assets for the Period 0.61%

Expense Support and Conditional Reimbursement Agreement | Affiliated Entity

Investment Company, Financial Highlights [Line Items]

Expense Support from the Adviser $ 916 $ 891 $ 1,088 $ 1,449

Recoupment of Expense Support 0 0 0 0

Expense Support No Longer Eligible for Reimbursement 0 0 0 0

Unreimbursed Expense Support $ 916 $ 891 $ 1,088 $ 1,449 $ 916

Ratio of Operating Expense to Average Net Assets for the Period 3.63% 3.53% 4.56% 5.04%

Annualized Distribution Ratios for the Period $ 0 $ 0 $ 0 $ 0

v3.23.1

Debt - Outstanding debt (Details) - USD ($)

Mar. 31, 2023

Dec. 31, 2022

Dec. 20, 2022

Line of Credit Facility [Line Items]

Total Aggregate Principal Amount Committed/Outstanding $ 625,000,000 $ 625,000,000

Principal Amount Outstanding 85,000,000 0

Carrying Value 85,000,000 0

Credit Facility | Line of Credit

Line of Credit Facility [Line Items]

Total Aggregate Principal Amount Committed/Outstanding 625,000,000 625,000,000

Principal Amount Outstanding 85,000,000 0

Carrying Value $ 85,000,000 $ 0

Borrowing capacity increase $ 1,050,000,000

v3.23.1

Debt - Components of Debt Interest Expense (Details)
$ in Thousands
3 Months Ended

Mar. 31, 2023

USD ($)

Line of Credit Facility [Line Items]

Amortization of debt issuance costs $ 302

Total interest and credit facility fees expense 1,181

Credit Facility | Line of Credit

Line of Credit Facility [Line Items]

Stated interest expense 310

Credit facility fees 569

Amortization of debt issuance costs 302

Total interest and credit facility fees expense 1,181

Cash paid for interest expense $ 0

Average stated interest rate 6.35%

Average outstanding balance $ 18,500

v3.23.1

Commitment and Contingencies (Details) - USD ($)

Mar. 31, 2023

Dec. 31, 2022

Other Commitments [Line Items]

Offering costs $ 4,679,000

Revolving and Delayed Draw Loan Commitments

Other Commitments [Line Items]

Total revolving and delayed draw loan commitments 19,638,400 $ 6,411,000

Total unfunded commitments 19,269,300 6,386,700

Equity Investment Commitments

Other Commitments [Line Items]

Total revolving and delayed draw loan commitments 5,600 $ 0

Total unfunded commitments $ 5,600

v3.23.1

Fair Value of Financial Instruments - Fair Value Measurements of Cash and Cash Equivalents and Investments (Details) - USD ($)

Mar. 31, 2023

Dec. 31, 2022

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash and cash equivalents $ 26,027,000 $ 113,417,000

Investments at fair value 334,085,000 ^[1],[2],[3] 108,529,200 ^[4],[5],[6]

First lien senior secured loans

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 324,937,000 108,429,000

Second lien senior secured loans

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 8,808,000 0

Other equity

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 340,000 100,000

Level 1

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash and cash equivalents 26,027,000 113,417,000

Investments at fair value 0 0

Level 1 | First lien senior secured loans

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 0 0

Level 1 | Second lien senior secured loans

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 0

Level 1 | Other equity

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 0 0

Level 2

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash and cash equivalents 0 0

Investments at fair value 225,983,000 89,785,000

Level 2 | First lien senior secured loans

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 225,983,000 89,785,000

Level 2 | Second lien senior secured loans

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 0

Level 2 | Other equity

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 0 0

Level 3

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash and cash equivalents 0 0

Investments at fair value 108,102,000 18,744,000

Level 3 | First lien senior secured loans

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 98,954,000 18,644,000

Level 3 | Second lien senior secured loans

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value 8,808,000

Level 3 | Other equity

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Investments at fair value $ 340,000 $ 100,000

[1] 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.

[2] All of Ares Strategic Income Fund’s (together with its consolidated wholly owned subsidiary, ASIF Holdings Inc., the “Fund”) portfolio company investments, which as of March 31, 2023 represented 133% of the Fund’s net assets or 82% of the Fund’s total assets, are subject to legal restrictions on sales.

[3] As of March 31, 2023, the estimated net unrealized loss for federal tax purposes was $0.8 million based on a tax cost basis of $334.8 million. As of March 31, 2023, the estimated aggregate gross unrealized loss for federal income tax purposes was $1.4 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $0.6 million.

[4] 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.

[5] All of the Fund’s portfolio company investments, which as of December 31, 2022 represented 73% of the Fund’s net assets or 47% of the Fund’s total assets, are subject to legal restrictions on sales.

[6] As of December 31, 2022, the estimated net unrealized loss for federal tax purposes was $0.3 million based on a tax cost basis of $108.6 million. As of December 31, 2022, the estimated aggregate gross unrealized loss for federal income tax purposes was $0.4 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $0.1 million.

v3.23.1

Fair Value of Financial Instruments - Change in Investments using Level 3 Inputs (Details)
$ in Thousands
3 Months Ended

Mar. 31, 2023

USD ($)

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Balance at the beginning $ 18,744

Purchases 98,764

Sales (11,607)

Repayments (78)

Net accretion of discount on securities 135

Net transfers in and/or out of Level 3 2,673

Balance at the end 108,102

Debt and Equity Securities, Unrealized Gain (Loss)

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Net realized and unrealized gains (losses) $ (692)

Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Net unrealized losses on investments

Debt and Equity Securities, Realized Gain (Loss)

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Net realized and unrealized gains (losses) $ 163

Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Net realized gains on investments

v3.23.1

Fair Value of Financial Instruments - Narrative (Details) - Level 3
$ in Thousands
3 Months Ended

Mar. 31, 2023

USD ($)

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Unrealized appreciation (depreciation) on investments $ (394,000)

Net unrealized gains (losses) $ (379)

v3.23.1

Net Assets (Details)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended

Oct. 06, 2022

shares

Mar. 31, 2023

USD ($)

$ / shares

shares

Mar. 31, 2023

USD ($)

shareholder

$ / shares

shares

Feb. 28, 2023

$ / shares

Jan. 31, 2023

$ / shares

Dec. 31, 2022

$ / shares

Investment Company, Changes in Net Assets [Line Items]

Par value per share (in dollars per share) | $ / shares $ 0.01 $ 0.01 $ 0.01

NET ASSETS PER SHARE (in usd per share) | $ / shares 25.71 25.71 24.99

Class I Shares

Investment Company, Changes in Net Assets [Line Items]

NET ASSETS PER SHARE (in usd per share) | $ / shares $ 25.71 $ 25.71 $ 25.58 $ 25.40 $ 24.99

Private Placement

Investment Company, Changes in Net Assets [Line Items]

Total commitments under subscription agreements | $ $ 847,098 $ 847,098

Aggregate amount of commitments called | $ 96,463 $ 244,636

Maximum amount of offering | $ $ 7,500,000

Private Placement | Class I Shares

Investment Company, Changes in Net Assets [Line Items]

Number of shares issued (in shares) | shares 1,000 3,815 9,742

Number of shareholders | shareholder 61

v3.23.1

Financial Highlights - Schedule of Financial Highlights (Details)
$ / shares in Units, shares in Thousands, $ in Thousands
1 Months Ended 3 Months Ended

Dec. 31, 2022

USD ($)

$ / shares

shares

Mar. 31, 2023

USD ($)

$ / shares

shares

Investment Company, Financial Highlights [Roll Forward]

Net asset value, beginning of period (in dollars per share) $ 24.99

Issuances of common shares (in dollars per share) 0.05

Net investment income for period (in dollars per share) 0.58

Net realized and unrealized (losses) for period (in dollars per share) 0.09

Net increase in stockholders' equity (in dollars per share) 0.72

Net asset value, end of period (in dollars per share) $ 24.99 $ 25.71

Total return based on net asset value 2.88%

Shares outstanding at end of period (in shares) | shares 5,927 9,742

Ratio/Supplemental Data:

Net assets at end of period | $ $ 148,098 $ 250,454

Ratio of operating expenses (excluding expense support) to average net assets 6.30%

Ratio of operating expenses (including expense support) to average net assets 0.61%

Ratio of net investment income to average net assets 9.90%

Portfolio turnover rate 190.00%

v3.23.1

Financial Highlights - Schedule of Financial Highlights, Additional Information (Details)
3 Months Ended

Mar. 31, 2023

Investment Company, Financial Highlights [Line Items]

Ratio of operating expenses (excluding expense support) to average net assets 6.30%

Base management fees

Investment Company, Financial Highlights [Line Items]

Ratio of operating expenses (excluding expense support) to average net assets 1.34%

Income based incentive fees and capital gains incentive fees

Investment Company, Financial Highlights [Line Items]

Ratio of operating expenses (excluding expense support) to average net assets 0.15%

Cost of borrowing

Investment Company, Financial Highlights [Line Items]

Ratio of operating expenses (excluding expense support) to average net assets 2.32%

Other operating expenses

Investment Company, Financial Highlights [Line Items]

Ratio of operating expenses (excluding expense support) to average net assets 2.49%

v3.23.1

Subsequent Events (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

May 15, 2023

Apr. 24, 2023

Apr. 17, 2023

Mar. 31, 2023

Mar. 31, 2023

Private Placement

Subsequent Event [Line Items]

Maximum amount of offering $ 7,500,000

Aggregate amount of commitments called $ 96,463 $ 244,636

Subsequent Event

Subsequent Event [Line Items]

Maximum amount of offering $ 7,500,000

Subsequent Event | Private Placement

Subsequent Event [Line Items]

Maximum amount of offering $ 7,500,000

Aggregate amount of commitments called $ 100,000

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	May 11, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	333-264145
Entity Registrant Name	ARES STRATEGIC INCOME FUND
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-6432468
Entity Address, Address Line One	245 Park Avenue
Entity Address, Address Line Two	44th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10167
City Area Code	212
Local Phone Number	750-7300
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001918712
Class I Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,742,326
Class S Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0
Class D Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

Consolidated Statement of Operations (Statement) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
INVESTMENT INCOME:
Interest income	$ 5,246
Other income	106
Total investment income from non-controlled/non-affiliate company investments	5,352
EXPENSES:
Interest and credit facility fees	1,181
Base management fee	684
Capital gains incentive fee	74
Administrative fees	684
Other general and administrative	582
Total expenses	3,205
Expense support (Note 3)	(2,895)
Net expenses	310
NET INVESTMENT INCOME	5,042
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains on investments	1,340
Net unrealized losses on investments	(490)
Net realized and unrealized gains on investments	850
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$ 5,892

Consolidated Schedule of Investments - (Parenthetical) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2022	Mar. 31, 2023
% of Net Assets	73.28%	133.39%
% of total assets	47.00%	82.00%
Net unrealized loss for federal tax purposes	$ 300,000	$ 800,000
Tax cost basis	108,600,000	334,800,000
Aggregate gross unrealized loss for federal tax purposes	400,000	1,400,000
Aggregate gross unrealized gain for federal tax purposes	100,000	600,000
Revolving and Delayed Draw Loan Commitments
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments	6,411,000	19,638,400
Less: funded commitments	(24,300)	(369,100)
Total unfunded commitments	6,386,700	19,269,300
Less: commitments substantially at discretion of the Fund	0	0
Less: unavailable commitments due to borrowing base or other covenant restrictions	0	0
Total net adjusted unfunded revolving and delayed draw commitments	6,386,700	19,269,300
Equity Investment Commitments
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments	0	5,600
Less: funded commitments		0
Total unfunded commitments		5,600
Less: commitments substantially at discretion of the Fund		0
Total net adjusted unfunded revolving and delayed draw commitments		5,600
Investment, Identifier [Axis]: AI Aqua Merger Sub, Inc.
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments	129,600
Less: funded commitments	0
Total unfunded commitments	129,600
Less: commitments substantially at discretion of the Fund	0
Less: unavailable commitments due to borrowing base or other covenant restrictions	0
Total net adjusted unfunded revolving and delayed draw commitments	129,600
Investment, Identifier [Axis]: Alcami Corporation and ACM Note Holdings, LLC
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments	890,400	890,400
Less: funded commitments	0	0
Total unfunded commitments	890,400	890,400
Less: commitments substantially at discretion of the Fund	0	0
Less: unavailable commitments due to borrowing base or other covenant restrictions	0	0
Total net adjusted unfunded revolving and delayed draw commitments	890,400	890,400
Investment, Identifier [Axis]: Apex Service Partners, LLC
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments		2,557,000
Less: funded commitments		0
Total unfunded commitments		2,557,000
Less: commitments substantially at discretion of the Fund		0
Less: unavailable commitments due to borrowing base or other covenant restrictions		0
Total net adjusted unfunded revolving and delayed draw commitments		2,557,000
Investment, Identifier [Axis]: Coupa Holdings, LLC and Coupa Software Incorporated
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments		410,800
Less: funded commitments		0
Total unfunded commitments		410,800
Less: commitments substantially at discretion of the Fund		0
Less: unavailable commitments due to borrowing base or other covenant restrictions		0
Total net adjusted unfunded revolving and delayed draw commitments		410,800
Investment, Identifier [Axis]: GroundWorks, LLC
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments		1,786,600
Less: funded commitments		0
Total unfunded commitments		1,786,600
Less: commitments substantially at discretion of the Fund		0
Less: unavailable commitments due to borrowing base or other covenant restrictions		0
Total net adjusted unfunded revolving and delayed draw commitments		1,786,600
Investment, Identifier [Axis]: Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P.
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments	1,590,900	1,409,100
Less: funded commitments	0	(34,100)
Total unfunded commitments	1,590,900	1,375,000
Less: commitments substantially at discretion of the Fund	0	0
Less: unavailable commitments due to borrowing base or other covenant restrictions	0	0
Total net adjusted unfunded revolving and delayed draw commitments	1,590,900	1,375,000
Investment, Identifier [Axis]: Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P.
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments	182,200	182,200
Less: funded commitments	(24,300)	(24,300)
Total unfunded commitments	157,900	157,900
Less: commitments substantially at discretion of the Fund	0	0
Less: unavailable commitments due to borrowing base or other covenant restrictions	0	0
Total net adjusted unfunded revolving and delayed draw commitments	157,900	157,900
Investment, Identifier [Axis]: North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments	3,519,900	2,420,800
Less: funded commitments	0	0
Total unfunded commitments	3,519,900	2,420,800
Less: commitments substantially at discretion of the Fund	0	0
Less: unavailable commitments due to borrowing base or other covenant restrictions	0	0
Total net adjusted unfunded revolving and delayed draw commitments	3,519,900	2,420,800
Investment, Identifier [Axis]: PestCo Holdings, LLC and PestCo, LLC
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments		2,481,000
Less: funded commitments		0
Total unfunded commitments		2,481,000
Less: commitments substantially at discretion of the Fund		0
Less: unavailable commitments due to borrowing base or other covenant restrictions		0
Total net adjusted unfunded revolving and delayed draw commitments		2,481,000
Investment, Identifier [Axis]: United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments		4,245,300
Less: funded commitments		0
Total unfunded commitments		4,245,300
Less: commitments substantially at discretion of the Fund		0
Less: unavailable commitments due to borrowing base or other covenant restrictions		0
Total net adjusted unfunded revolving and delayed draw commitments		4,245,300
Investment, Identifier [Axis]: Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P.
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments		2,966,100
Less: funded commitments		(310,700)
Total unfunded commitments		2,655,400
Less: commitments substantially at discretion of the Fund		0
Less: unavailable commitments due to borrowing base or other covenant restrictions		0
Total net adjusted unfunded revolving and delayed draw commitments		2,655,400
Investment, Identifier [Axis]: Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P., Equity Commitment
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments		5,600
Less: funded commitments		0
Total unfunded commitments		5,600
Less: commitments substantially at discretion of the Fund		0
Total net adjusted unfunded revolving and delayed draw commitments		5,600
Investment, Identifier [Axis]: athenaHealth Group Inc, LP
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments		289,100
Less: funded commitments		0
Total unfunded commitments		289,100
Less: commitments substantially at discretion of the Fund		0
Less: unavailable commitments due to borrowing base or other covenant restrictions		0
Total net adjusted unfunded revolving and delayed draw commitments		$ 289,100
Investment, Identifier [Axis]: athenaHealth Group Inc.
Financial Support for Nonconsolidated Legal Entity [Abstract]
Total revolving and delayed draw loan commitments	98,000.0
Less: funded commitments	0
Total unfunded commitments	98,000.0
Less: commitments substantially at discretion of the Fund	0
Less: unavailable commitments due to borrowing base or other covenant restrictions	0
Total net adjusted unfunded revolving and delayed draw commitments	$ 98,000.0
Investments, at Fair Value, and Other Non-Qualifying Assets \| Customer Concentration Risk \| Non-Qualifying Assets
Composition, percent of fair value	9.00%	19.00%

Consolidated Statement of Changes in Net Assets (Statement) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Operations:
Net investment income	$ 5,042
Net realized gains on investments	1,340
Net unrealized losses on investments	(490)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	5,892
Share transactions:
Net increase from share transactions	96,464
Total increase in net assets	102,356
Net assets, beginning of period	148,098
Net assets, end of period	250,454
Common Stock
Share transactions:
Proceeds from shares sold	38
Capital in Excess of Par Value
Share transactions:
Proceeds from shares sold	$ 96,426

Consolidated Statement of Cash Flows (Statement) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
OPERATING ACTIVITIES:
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$ 5,892
Adjustments to reconcile net increase in net assets resulting from operations:
Net realized gains on investments	(1,340)
Net unrealized losses on investments	490
Net accretion of investments	(376)
Amortization of debt issuance costs	302
Purchases of investments	(348,842)
Proceeds from repayments or sales of investments	76,182
Changes in operating assets and liabilities:
Interest receivable	(999)
Other assets	(1,176)
Interest and facility fees payable	885
Accounts payable and other liabilities	128
Net cash used in operating activities	(268,854)
FINANCING ACTIVITIES:
Borrowings on debt	85,000
Proceeds from issuance of common shares	96,464
Net cash provided by financing activities	181,464
CHANGE IN CASH AND CASH EQUIVALENTS	(87,390)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	113,417
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 26,027

Organization	3 Months Ended
Organization	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	1. ORGANIZATION Ares Strategic Income Fund (together with its consolidated wholly owned subsidiary, ASIF Holdings Inc., 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 intends to elect to be treated and to operate in a manner so as to qualify annually as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). 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 (NYSE:ARES) (“Ares Management”), 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. For cash management and other purposes, the Fund also intends to 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. The Fund intends to primarily invest 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 have 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. On October 6, 2022, an affiliate of the Fund’s investment adviser, as its sole initial shareholder, purchased 1,000 of the Fund’s Class I shares. Beginning in November 2022, the Fund entered into agreements with several investors pursuant to which such investors have 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” under Rule 501(a) of the Securities Act. Pursuant to such agreements entered into between the Fund and each investor in connection with the Private Placement (the “Private Placement Agreements”), 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 of $25.00 per share, which was equal to the net asset value (“NAV”) per share as of the most recently completed month-end prior to the date of such drawdown. The Fund commenced operations on December 5, 2022 after the Fund received initial capital from the Private Placement. The Fund intends to offer 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 Exchange Commission (the “SEC”). As of March 31, 2023, subject to the receipt of an exemptive relief order from the SEC, the Fund intended to offer to sell any combination of three classes of Common Shares, consisting of Class S shares, Class D shares, and Class I 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. As of March 31, 2023, the Fund had submitted an application to the SEC for an exemptive relief order to permit the Fund to offer multiple classes of its Common Shares. Prior to receiving this exemptive relief order, the Fund only offered Class I shares and did not issue Class S or Class D shares. In the Offering, the purchase price per share for each class of Common Shares will equal the Fund’s NAV per share, as of the effective date of the monthly share purchase date. 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. See Note 10 for a subsequent event relating to the exemptive relief order.

Significant Accounting Policies	3 Months Ended
Significant Accounting Policies	Mar. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	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”). 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’s first fiscal period ended on December 31, 2022. Cash and Cash Equivalents 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. 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. 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, the Fund's board of trustees has designated the investment adviser as its “valuation designee” to perform fair value determinations for investments held by the Fund without readily available market quotations. Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Fund’s investment adviser, as 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 Fund’s investment adviser, as 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 firms that have been engaged to support the valuation of such portfolio investments at least once during a trailing 12-month period (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 investment valuation process within the context of performing the Fund’s integrated 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 its investment adviser, as the valuation designee, as described herein. As part of the valuation process for investments that do not have readily available market prices, the Fund’s investment adviser 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 equity sale occurs, the Fund’s investment adviser considers the pricing indicated by the external event to corroborate its 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 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. The Fund’s investment adviser, as the valuation designee, subject to the oversight of the 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 Fund’s investment adviser. •The valuation committee of the Fund’s investment adviser 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 independent third‑party valuation firms, where applicable. When the Fund's investment adviser 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 Fund's 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 Fund's investment adviser will generally value such assets at the most recent quarterly valuation unless the Fund's investment adviser 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 Fund's investment adviser determines such a change has occurred with respect to one or more investments, the Fund's investment adviser will determine whether to update the value for each relevant investment. See Note 7 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 dividends 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. 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 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. Organization and Offering Costs Costs associated with the organization of the Fund are expensed as incurred upon commencement of the Fund’s operations on December 5, 2022. Costs associated with the offering of Common Shares of the Fund will be 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. See Note 6 for more details. Distributions To the extent that the Fund has taxable income available, the Fund currently intends to make monthly distributions to its shareholders, commencing with the first full calendar quarter after the Fund holds the first closing in the registered public offering. 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. Income Taxes The Fund intends to elect to be treated as a RIC under the Code and operates in a manner so as to qualify for the U.S. federal income 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, as defined by the Code, for each year. The Fund intends 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 dividend 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 dividend 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. 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 does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the consolidated financial statements.

Commitment and Contingencies	3 Months Ended
Commitment and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	6. COMMITMENTS AND CONTINGENCIES The Fund’s investment adviser has agreed to advance all of the Fund’s organization and initial offering expenses, including in connection with the Private Placement, subject to the conditions contained in the Expense Support and Conditional Reimbursement Agreement. The Fund has not recognized any accrued expenses related to the offering costs because a successful registered offering has not occurred as of March 31, 2023. The total offering costs (which includes all offering expenses incurred in connection with the Private Placement) incurred through March 31, 2023 were approximately $4,679. 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 March 31, 2023 and December 31, 2022, the Fund had total commitments to fund revolving and delayed draw terms loans in the aggregate principal amount of $19,638 and $6,411, respectively, of which $19,269 and $6,387, respectively, were unfunded. The Fund’s 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). In addition, as of March 31, 2023, the Fund was party to an agreement to fund equity investment commitments in the aggregate amount of $6, all of which were unfunded. As of December 31, 2022, the Fund had no equity investment commitments.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	10. 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 consolidated financial statements or accompanying notes, except as discussed below. On April 17, 2023, the Fund was granted an exemptive relief order from the SEC that permits the Fund to issue multiple classes of its Common Shares. The Fund may offer to sell any combination of three classes of Common Shares consisting of Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount of $7.5 billion in the Offering. The share classes have different ongoing shareholder servicing and/or distribution fees. The purchase price per share for each class of Common Shares will equal the Fund’s NAV per share, as of the effective date of the monthly share purchase date. On April 24, 2023, the Fund received a notice of effectiveness related to the Fund’s Form N-2 Registration Statement (the “Registration Statement”). Pursuant to the Registration Statement, the Fund may offer and sell on a continuous basis up to $7.5 billion of its Common Shares in the Offering. On April 24, 2023, the Fund entered into the Intermediary Manager Agreement with AWMS, the Fund's intermediary manager. In May 2023, the Fund called an additional $100,000 from the Private Placement Investors.

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	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”). 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’s first fiscal period ended on December 31, 2022.
Cash and Cash Equivalents	Cash and Cash Equivalents 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.
Concentration of Credit Risk	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.
Investments	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, the Fund's board of trustees has designated the investment adviser as its “valuation designee” to perform fair value determinations for investments held by the Fund without readily available market quotations. Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Fund’s investment adviser, as 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 Fund’s investment adviser, as 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 firms that have been engaged to support the valuation of such portfolio investments at least once during a trailing 12-month period (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 investment valuation process within the context of performing the Fund’s integrated 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 its investment adviser, as the valuation designee, as described herein. As part of the valuation process for investments that do not have readily available market prices, the Fund’s investment adviser 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 equity sale occurs, the Fund’s investment adviser considers the pricing indicated by the external event to corroborate its 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 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. The Fund’s investment adviser, as the valuation designee, subject to the oversight of the 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 Fund’s investment adviser. •The valuation committee of the Fund’s investment adviser 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 independent third‑party valuation firms, where applicable. When the Fund's investment adviser 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 Fund's 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 Fund's investment adviser will generally value such assets at the most recent quarterly valuation unless the Fund's investment adviser 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 Fund's investment adviser determines such a change has occurred with respect to one or more investments, the Fund's investment adviser will determine whether to update the value for each relevant investment. See Note 7 for more information on the Fund’s valuation process.
Interest Income Recognition	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 dividends 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.
Dividend Income Recognition	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 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 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.
Organization and Offering Costs	Organization and Offering Costs Costs associated with the organization of the Fund are expensed as incurred upon commencement of the Fund’s operations on December 5, 2022. Costs associated with the offering of Common Shares of the Fund will be 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. See Note 6 for more details.
Distributions	Distributions To the extent that the Fund has taxable income available, the Fund currently intends to make monthly distributions to its shareholders, commencing with the first full calendar quarter after the Fund holds the first closing in the registered public offering. 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.
Income Taxes	Income Taxes The Fund intends to elect to be treated as a RIC under the Code and operates in a manner so as to qualify for the U.S. federal income 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, as defined by the Code, for each year. The Fund intends 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 dividend 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 dividend 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.
Use of Estimates in the Preparation of the Consolidated Financial Statements	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	Recent Accounting Pronouncements The Fund does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the consolidated financial statements.

Organization (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	6 Months Ended
	Oct. 06, 2022	Mar. 31, 2023	Mar. 31, 2023	Nov. 30, 2022
Minimum
Investment Company, Changes in Net Assets [Line Items]
Annual EBITDA of middle-market companies		$ 10
Maximum
Investment Company, Changes in Net Assets [Line Items]
Annual EBITDA of middle-market companies		250
Private Placement
Investment Company, Changes in Net Assets [Line Items]
Maximum amount of offering		$ 7,500
Private Placement \| Class I Shares
Investment Company, Changes in Net Assets [Line Items]
Number of shares issued (in shares)	1,000	3,815	9,742
Offering price per share (in usd per share)				$ 25.00

Agreements - Narrative (Details) $ in Thousands	3 Months Ended
Agreements - Narrative (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Investment Company, Financial Highlights [Line Items]
Administrative fees	$ 684
Investment Advisory And Management Agreement \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Termination notice period	60 days
Base rate	1.25%
Investment Advisory And Management Agreement \| Affiliated Entity \| Ares Capital Management
Investment Company, Financial Highlights [Line Items]
Termination notice period	120 days
Incentive Rate, Quarterly Hurdle Rate \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Incentive rate	1.25%
Incentive Rate, Annualized Hurdle Rate \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Incentive rate	5.00%
Incentive Rate, Pre-Incentive Fee Net Investment Income Below Catch-Up Threshold \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Incentive rate	100.00%
Incentive Rate, Quarterly Catch-Up Threshold \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Incentive rate	1.43%
Incentive Rate, Annualized Catch-Up Threshold \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Incentive rate	5.72%
Incentive Rate, Pre-Incentive Fee Net Investment Income Exceeds Catch-Up Threshold \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Incentive rate	12.50%
Incentive Rate, Realized Capital Gains \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Incentive rate	12.50%
Capital Gains Incentive Fees \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Capital gains incentive fee payable	$ 0
Administration Agreement \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Termination notice period	60 days
Intermediary Manager Agreement \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Termination notice period	60 days
Intermediary Manager Agreement \| Affiliated Entity \| Class S Shares
Investment Company, Financial Highlights [Line Items]
Base rate	0.85%
Intermediary Manager Agreement \| Affiliated Entity \| Class D Shares
Investment Company, Financial Highlights [Line Items]
Base rate	0.25%
Expense Support and Conditional Reimbursement Agreement \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Payment terms	45 days
Excess operating fund reimbursement term	3 years

Agreements - Base Management Fee, Income Based Incentive Fee and Capital Gains Incentive Fee (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Investment Company [Abstract]
Base management fee	$ 684
Income based incentive fee	0
Capital gains incentive fee	$ 74

Agreements - Expense Payments and Related Reimbursement Payments (Details) - USD ($) $ in Thousands	1 Months Ended				3 Months Ended
	Mar. 31, 2023	Feb. 28, 2023	Jan. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Investment Company, Financial Highlights [Line Items]
Expense Support from the Adviser					$ 2,895
Ratio of Operating Expense to Average Net Assets for the Period					0.61%
Expense Support and Conditional Reimbursement Agreement \| Affiliated Entity
Investment Company, Financial Highlights [Line Items]
Expense Support from the Adviser	$ 916	$ 891	$ 1,088	$ 1,449
Recoupment of Expense Support	0	0	0	0
Expense Support No Longer Eligible for Reimbursement	0	0	0	0
Unreimbursed Expense Support	$ 916	$ 891	$ 1,088	$ 1,449	$ 916
Ratio of Operating Expense to Average Net Assets for the Period	3.63%	3.53%	4.56%	5.04%
Annualized Distribution Ratios for the Period	$ 0	$ 0	$ 0	$ 0

Debt - Outstanding debt (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 20, 2022
Line of Credit Facility [Line Items]
Total Aggregate Principal Amount Committed/Outstanding	$ 625,000,000	$ 625,000,000
Principal Amount Outstanding	85,000,000	0
Carrying Value	85,000,000	0
Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Total Aggregate Principal Amount Committed/Outstanding	625,000,000	625,000,000
Principal Amount Outstanding	85,000,000	0
Carrying Value	$ 85,000,000	$ 0
Borrowing capacity increase			$ 1,050,000,000

Debt - Narrative (Details)		1 Months Ended	3 Months Ended
Debt - Narrative (Details)	Dec. 20, 2022 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2023 USD ($)
Line of Credit Facility [Line Items]
Asset coverage ratio			395.00%
Principal amount outstanding		$ 0	$ 85,000,000
Credit Facility
Line of Credit Facility [Line Items]
Percentage of total commitment under line of credit	0.85
Commitment fee percentage on unused portion	0.375%
Credit Facility \| Minimum
Line of Credit Facility [Line Items]
Commitment fee percentage on letters of credit	0.25%
Line of Credit \| Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 625,000,000
Borrowing capacity increase	$ 1,050,000,000
Minimum required ratio of total assets to total indebtedness	1.5
Principal amount outstanding		$ 0	$ 85,000,000
Line of Credit \| Credit Facility \| Secured Overnight Financing Rate (SOFR), Credit Spread Adjustment
Line of Credit Facility [Line Items]
Interest rate spread	0.10%
Line of Credit \| Credit Facility \| Secured Overnight Financing Rate (SOFR)
Line of Credit Facility [Line Items]
Interest rate spread		1.875%	1.875%
Line of Credit \| Credit Facility \| Maximum \| Base Rate
Line of Credit Facility [Line Items]
Interest rate spread	1.875%
Line of Credit \| Credit Facility \| Maximum \| Alternate Base Rate
Line of Credit Facility [Line Items]
Interest rate spread	0.875%
Line of Credit \| Credit Facility \| Minimum \| Base Rate
Line of Credit Facility [Line Items]
Interest rate spread	1.75%
Line of Credit \| Credit Facility \| Minimum \| Alternate Base Rate
Line of Credit Facility [Line Items]
Interest rate spread	0.75%
Line of Credit \| Credit Facility \| Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100,000,000

Commitment and Contingencies (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Other Commitments [Line Items]
Offering costs	$ 4,679,000
Revolving and Delayed Draw Loan Commitments
Other Commitments [Line Items]
Total revolving and delayed draw loan commitments	19,638,400	$ 6,411,000
Total unfunded commitments	19,269,300	6,386,700
Equity Investment Commitments
Other Commitments [Line Items]
Total revolving and delayed draw loan commitments	5,600	$ 0
Total unfunded commitments	$ 5,600

Fair Value of Financial Instruments - Change in Investments using Level 3 Inputs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning	$ 18,744
Purchases	98,764
Sales	(11,607)
Repayments	(78)
Net accretion of discount on securities	135
Net transfers in and/or out of Level 3	2,673
Balance at the end	108,102
Debt and Equity Securities, Unrealized Gain (Loss)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Net realized and unrealized gains (losses)	$ (692)
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Net unrealized losses on investments
Debt and Equity Securities, Realized Gain (Loss)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Net realized and unrealized gains (losses)	$ 163
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Net realized gains on investments

Fair Value of Financial Instruments - Narrative (Details) - Level 3 $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unrealized appreciation (depreciation) on investments	$ (394,000)
Net unrealized gains (losses)	$ (379)

Net Assets (Details) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
Net Assets (Details) $ / shares in Units, $ in Thousands	Oct. 06, 2022 shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) shareholder $ / shares shares	Feb. 28, 2023 $ / shares	Jan. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Investment Company, Changes in Net Assets [Line Items]
Par value per share (in dollars per share) \| $ / shares		$ 0.01	$ 0.01			$ 0.01
NET ASSETS PER SHARE (in usd per share) \| $ / shares		25.71	25.71			24.99
Class I Shares
Investment Company, Changes in Net Assets [Line Items]
NET ASSETS PER SHARE (in usd per share) \| $ / shares		$ 25.71	$ 25.71	$ 25.58	$ 25.40	$ 24.99
Private Placement
Investment Company, Changes in Net Assets [Line Items]
Total commitments under subscription agreements \| $		$ 847,098	$ 847,098
Aggregate amount of commitments called \| $		96,463	$ 244,636
Maximum amount of offering \| $		$ 7,500,000
Private Placement \| Class I Shares
Investment Company, Changes in Net Assets [Line Items]
Number of shares issued (in shares) \| shares	1,000	3,815	9,742
Number of shareholders \| shareholder			61

Financial Highlights - Schedule of Financial Highlights (Details) $ / shares in Units, shares in Thousands, $ in Thousands	1 Months Ended	3 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares
Investment Company, Financial Highlights [Roll Forward]
Net asset value, beginning of period (in dollars per share)		$ 24.99
Issuances of common shares (in dollars per share)		0.05
Net investment income for period (in dollars per share)		0.58
Net realized and unrealized (losses) for period (in dollars per share)		0.09
Net increase in stockholders' equity (in dollars per share)		0.72
Net asset value, end of period (in dollars per share)	$ 24.99	$ 25.71
Total return based on net asset value		2.88%
Shares outstanding at end of period (in shares) \| shares	5,927	9,742
Ratio/Supplemental Data:
Net assets at end of period \| $	$ 148,098	$ 250,454
Ratio of operating expenses (excluding expense support) to average net assets		6.30%
Ratio of operating expenses (including expense support) to average net assets		0.61%
Ratio of net investment income to average net assets		9.90%
Portfolio turnover rate		190.00%

Subsequent Events (Details) - USD ($) $ in Thousands				3 Months Ended	6 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	May 15, 2023	Apr. 24, 2023	Apr. 17, 2023	Mar. 31, 2023	Mar. 31, 2023
Private Placement
Subsequent Event [Line Items]
Maximum amount of offering				$ 7,500,000
Aggregate amount of commitments called				$ 96,463	$ 244,636
Subsequent Event
Subsequent Event [Line Items]
Maximum amount of offering		$ 7,500,000
Subsequent Event \| Private Placement
Subsequent Event [Line Items]
Maximum amount of offering			$ 7,500,000
Aggregate amount of commitments called	$ 100,000