Ares Core Infrastructure Fund

Type and structure

• Organized as a Delaware statutory trust and operates as a closed-end management investment company.
• Elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940 on December 2, 2024.
• The Fund has no direct employees; investment and administrative functions are provided by the Adviser (Ares Capital Management II LLC) and the Administrator (Ares Operations LLC).

Management and oversight

• Adviser: Ares Capital Management II LLC (part of Ares Management Corporation).
• Administrator: Ares Operations LLC.
• Board: Five trustees, including three independent trustees.
• Day-to-day investment activities and staffing are provided by the Adviser and Administrator.

History and share structure

• Formed May 7, 2024; commenced operations August 28, 2024.
• Initial shareholder: On August 9, 2024, Ares Management LLC purchased 1,000 common shares at $25 per share.
• Transitioned from a private fund structure to a continuous private offering with monthly closings after the BDC election.
• Multi-class plan implemented with exemptive relief obtained April 8, 2025 and approved May 14, 2025, establishing four share classes: Class D, Class N, Class S, and Class I. Existing shares were reclassified to Class I.
• Class distinctions are primarily in shareholder servicing and/or distribution fees. Class I has no upfront sales load. Classes D and N may have upfront loads capped at 2.0%; Class S may have an upfront load capped at 3.5%, subject to NAV caps.

Investment objective and strategy

• Objective: Generate attractive risk-adjusted total returns, primarily from current income and secondarily from capital appreciation.
• Target sectors: Core infrastructure across power generation (renewables and thermal), renewable natural gas, LNG, transportation, telecommunications, digital infrastructure (data centers, fiber, cell towers), midstream and energy infrastructure, regulated utilities, social infrastructure (water treatment/management, waste management), and environmental services (carbon capture/storage, remediation, climate mitigation).
• Geography: Primarily North America (70–100%), with Europe (0–30%) and other developed markets (0–10%) as opportunities.
• Instrument types: Predominantly equity with selective debt; may hold controlling and non-controlling positions, warrants, options, first/second lien loans, subordinated debt, distressed securities, and other instruments. May use liquid credit investments and ETFs for cash management.
• Core focus: Assets with predictable cash flows, long-term contracts or regulation, and inflation-linked or otherwise stable income streams.
• 80% policy: Under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) will be invested in assets and companies deriving 50%+ of revenue from infrastructure assets or dedicating 50%+ of assets to infrastructure.
• Qualifying assets: As a BDC, the Fund must maintain at least 70% of total assets in Qualifying Assets under the 1940 Act.

Leverage and capital structure

• Leverage is used to enhance returns and is subject to a 150% asset coverage requirement (effective December 2, 2024).
• As of March 2, 2026, total indebtedness outstanding under Revolving Credit Facilities and Investment Credit Facilities was approximately $1,060.8 million, in addition to other outstanding borrowings.
• Debt is used to finance portfolio investments and growth; the Fund can incur additional debt or issue debt securities within asset-coverage limits.

Fees, economics, and expense arrangements

• Base management fee: 1.25% annually of net assets, paid monthly. The Adviser waived this fee through the Fund’s first BDC monthly close (February 3, 2025).
• Incentive fees:
  • Income-based incentive fee: Calculated on pre-incentive fee net investment income (NII) for the quarter, with a hurdle rate of 1.25% per quarter (5% annualized). Includes a catch-up provision and a 12.5% allocation of pre-incentive NII in excess of the hurdle, subject to limits.
  • Capital gains incentive fee: 12.5% of cumulative realized capital gains (net of losses and depreciation) since inception, calculated on a cumulative GAAP basis. The fee accrues in accordance with GAAP and is payable at year-end (and potentially otherwise).
• Fee accruals and waivers:
  • Income-based fee accrued: $0.8 million for 2024 (May 7, 2024 to December 31, 2024) and $3.8 million for 2025; the Adviser voluntarily waived the $0.8 million for 2024 (not recouped).
  • Capital gains incentive fee accrued: $0.1 million for 2024 and $11.2 million for 2025; cumulative accruals were $11.3 million as of December 31, 2025.
• Expense support and reimbursements: The Adviser may pay certain Fund expenses and seek reimbursement under the Expense Support and Conditional Reimbursement Agreement. As of December 31, 2025, approximately $14.9 million of such expenses were eligible for reimbursement (compared with $3.8 million in 2024). Reimbursements are conditioned on future distributions and expense ratios per the agreement.
• Administration: The Fund pays administration fees and reimburses certain costs and overhead allocations to the Administrator and sub-administrators.
• Distribution reinvestment plan (DRIP): Cash distributions may be reinvested in additional shares at NAV on the distribution date unless a shareholder elects to receive cash. Reinvested shares carry voting rights and have tax consequences similar to cash distributions.
• Repurchase program: The Fund operates as a perpetual-life BDC and maintains a board-discretionary Share Repurchase Program, under which the Fund may repurchase up to 5% of outstanding shares each quarter. The program may be amended, suspended, or terminated by the Board.

Operations and investors

• The Fund issues shares to investors and holds investments in portfolio companies.
• The Fund has no direct employees; personnel are supplied by the Adviser and Administrator.
• Adviser-related fees are a primary fee-related payment stream for the Adviser. The Adviser waived the $0.8 million income-based fee for the period May 7, 2024 to December 31, 2024; other fee accruals for 2025 are documented above.

Portfolio and sourcing

• Sourcing: Uses Ares’ network and infrastructure team for deal flow; opportunities originate through relationships, research, and dedicated sourcing capabilities.
• Portfolio management: Managed by Co-CEOs and the Adviser’s investment committee professionals; includes ongoing monitoring, budgeting, valuation (monthly), and reporting to the Board.
• Ares infrastructure opportunities team: More than 35 investment professionals based in New York and Boston, led by Co-Heads Keith Derman (investment lead) and Andrew Pike (asset management lead). The broader infrastructure organization includes more than 130 professionals globally.

Public markets and regulatory context

• The Fund is a perpetual-life BDC and is not currently intended to list on a national securities exchange.
• Subject to the 1940 Act restrictions on certain affiliate transactions and co-investment rules, including a Co-Investment Exemptive Order with affiliates.
• Maintains an 80% investment policy for Infrastructure Assets and the 70% Qualifying Asset requirement under the 1940 Act.
• Engages in hedging and derivatives as a limited derivatives user under Rule 18f-4; may have unfunded commitments and targets a diversified portfolio across regions and infrastructure sectors.
• Subject to ESG, regulatory, and tax considerations, including ERISA/Plan Asset Regulation implications, corporate tax treatment as a corporation, and potential cross-border regulatory frameworks.

Key quantitative snapshots

• Ares platform (as of December 31, 2025): Approximately 4,250 employees, 55 offices across at least 25 countries; platform holdings include over 2,150 companies, over 1,900 alternative credit investments, more than 1,300 properties, over 90 infrastructure assets, and more than 1,000 LP interests across 55 industries.
• Infrastructure team: More than 130 professionals globally; the dedicated infrastructure opportunities team includes over 35 professionals.
• Share classes: Four classes (D, N, S, I); all classes have equivalent voting rights and NAV-linked distributions. Upfront loads are capped for classes D/N/S; Class I has no upfront load.
• Leverage: Debt outstanding as of year-end 2025 and early 2026 included Revolving Credit Facilities and Investment Credit Facilities totaling over $1.0 billion. Reported total aggregate principal indebtedness was approximately $1,060.8 million as of March 2, 2026.
• 2025 fee activity (reported):
  • Income-based incentive fee accrued: $3.8 million (2025); $0.8 million (2024) waived by the Adviser.
  • Capital gains incentive fee accrued: $11.2 million (2025); $0.1 million (2024); cumulative accruals totaled $11.3 million as of December 31, 2025.