The Fund is party to the Investment Advisory Agreement with the Adviser. Subject to the overall supervision of the Board and in accordance with the 1940 Act, the Adviser provides investment advisory and management services to the Fund. For providing these services, the Adviser 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 will ultimately be borne by the shareholders. No base management fee or incentive fee was payable to the Adviser until the commencement of investment activities. Both the Fund and Adviser have the right to terminate the Investment Advisory Agreement without penalty upon 60 days’ written notice to the other party.

Under the Investment Advisory Agreement, 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 Agreement, net assets means the Fund’s total assets less liabilities, determined on a consolidated basis in accordance with GAAP. The Adviser waived its right to receive its management fee for the period prior to the BDC Election. The Adviser extended the waiver until the Fund’s first monthly closing as a BDC. The Fund incurred $13.5 million and $0.7 million for the year ended December 31, 2025 and for the period from May 7, 2024 (inception) to December 31, 2024, respectively, in management fees under the Investment Advisory Agreement. The Adviser has chosen to voluntarily waive $0.2 million and $0.7 million for the year ended December 31, 2025 and for the period from May 7, 2024 (inception) to December 31, 2024, respectively, of management fees earned in accordance with the Investment Advisory Agreement. This waiver is not subject to recoupment.

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.

The portion of the incentive fee based on the Fund’s income is based on pre-incentive fee net investment income, as defined in the Investment Advisory Agreement, for the quarter. Pre-incentive fee net investment income means 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, distribution 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 (defined below) 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 income feature (such as market discount or original issue discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities), accrued income that the Fund has not yet received in cash. The 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. 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 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. Because of the structure of the income based fee, it is possible that the Fund may pay such fees in a quarter where it incurs a loss. For example, if the Fund receives pre-incentive fee net investment income in excess of the hurdle rate for a quarter, the Fund will pay the applicable income based fee even if the Fund has incurred a loss in that quarter due to realized and/or unrealized losses.

•100% of the dollar amount of the 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 1.4286% (5.7144% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.4286%) is referred to as the “catch-up”. The “catch-up” is meant to provide the Fund’s 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 1.4286% in any calendar quarter; and

The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated and adjusted for any Share issuances or repurchases during the relevant quarter. Fees payable for any full period are not prorated or adjusted for share issuances or repurchases during the relevant period.

The second component of the incentive fee, the capital gains incentive fee, is payable in arrears at the end of each calendar year in an amount equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, as calculated in accordance with GAAP, less the aggregate amount of any previously paid capital gains incentive fee.

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 that 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 Advisers Act of 1940 or the Investment Advisory 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 actually payable under the Investment Advisory Agreement plus the aggregate cumulative unrealized capital appreciation. If such amount is positive at the end of a period, then GAAP requires the Fund to record a capital gains incentive fee equal to 12.5% of such cumulative amount, less the aggregate amount of actual capital gains incentive fee paid or capital gains incentive fee accrued under GAAP in all prior periods. 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. There can be no assurance that such unrealized capital appreciation will be realized in the future or that the amount accrued for will ultimately be paid.

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 Agreement be in excess of the amount permitted by the Investment Advisers Act of 1940 including Section 205 thereof. If the Investment Advisory 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 Agreement for any partial period will be appropriately prorated and adjusted for any Share issuances or repurchases during the relevant quarter. Fees payable for any full period are not prorated or adjusted for share issuances or repurchases during the relevant period.

Notwithstanding anything to the contrary in the Investment Advisory Agreement, and other than the repayment of principal in respect of a loan, distributions received by the Fund in respect of its investments that are treated as a return of capital for GAAP purposes will, without duplication, (i) be treated as income for the purpose of calculating the income portion of the Incentive Fee and (ii) not be taken into account to the extent they would increase the capital gain or decrease the capital loss related to a particular investment for the purposes of calculating the capital gains portion of the Incentive Fee.

There was no capital gains incentive fee payable to the Fund’s Adviser as calculated under the Investment Advisory Agreement for the year ended December 31, 2025 and for the period from May 7, 2024 (inception) to December 31, 2024. In addition, in accordance with GAAP, the Fund had cumulatively accrued a capital gains incentive fee of $11.3 million as of December 31, 2025. As of December 31, 2025, the Fund has not paid any capital gains incentive fee since inception.

The Fund is party to an administration agreement with its administrator, Ares Operations (the “Administration Agreement”). Pursuant to the Administration Agreement, the Fund’s Administrator furnishes the Fund with office equipment and clerical, bookkeeping and record keeping services at the Fund’s office facilities. Under the Administration Agreement, the Fund’s Administrator also arranges for the services of, and oversees sub-administrators, 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. The Fund’s Administrator 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, the Fund’s Administrator 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 the Fund’s shareholders, and generally oversees the payment of the Fund’s expenses and the performance of administrative and professional services rendered to the Fund by others. Payments under the Administration Agreement equal to an amount based upon the Fund’s allocable portion of the Fund’s Administrators’ overhead and other expenses (including travel expenses) incurred by the Fund’s Administrator in performing its obligations under the Administration Agreement, including the Fund’s allocable portion of the compensation, rent and other expenses of certain of its 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.

The Fund incurred $2.7 million and $0.7 million for the year ended December 31, 2025 and for the period from May 7, 2024 (inception) to December 31, 2024, respectively, in administrative fees allocated to the Fund from the Administrator, which are included in “administration fees” in the Fund’s consolidated statements of operations, including certain costs that are reimbursable under the Administration Agreement, all of which have been supported by the Fund’s Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement (as defined below).

The Fund is party to an amended and restated expense support and conditional reimbursement agreement (as such may be further amended from time to time, the “Expense Support and Conditional Reimbursement Agreement”) with the Fund’s Adviser pursuant to which, among other things, the Fund’s Adviser may advance a portion of the Fund’s organization and initial offering expenses, which includes the Fund’s organization and initial offering expenses incurred in connection with the Private Offering through the date of the BDC Election. The Fund’s Adviser may elect to pay certain of the Fund’s other expenses on the Fund’s behalf (collectively with the organization and initial offering expenses, each, an “Expense Payment”), provided that no portion of the Expense Payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Fund. Any Expense Payment that the Fund’s Adviser has committed to pay must be paid by the Fund’s 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 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 Adviser until such time as all Expense Payments made by the Fund’s 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 such 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 rate (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 income or loss, (ii) net realized gains or losses on investments, derivatives and foreign currency transactions and (iii) other dividends and 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 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.

On January 13, 2025, the Fund and the Adviser entered into an amended and restated Expense Support and Conditional Reimbursement Agreement (the “A&R Expense Support and Conditional Reimbursement Agreement”). The A&R Expense Support and Conditional Reimbursement Agreement amends and restates in its entirety the Expense Support and Conditional Reimbursement Agreement, dated August 12, 2024, by and between the Fund and the Adviser. Pursuant to the A&R Expense Support and Conditional Reimbursement Agreement, the Fund clarified the definition of “Available Operating Funds,” from which the Fund is expected to reimburse the Adviser for expense payment made on the Fund’s behalf, to better align with the line items reported in the Fund’s financial statements. The Board determined that the A&R Expense Support and Conditional Reimbursement Agreement was in the best interest of the Fund.

On January 14, 2025, the Fund amended and restated the Declaration of Trust of the Fund (the “Declaration of Trust”) in its entirety (the “A&R Declaration of Trust”) to, among other things, clarify that any action of the Board or any committee thereof may be taken by unanimous written consent and any action that requires the separate vote of independent trustees may be taken by the unanimous written consent of such independent trustees. In addition, the provision relating to agreements with shareholders previously contained in Article XI of the Declaration of Trust was deleted in its entirety. Finally, certain

The Fund will indemnify the Placement Agent in connection with its activities. Pursuant to the Placement Agent Agreement, the Placement Agent has access to the officers and employees of the Adviser and its affiliates, to conduct private placement activities. The Placement Agent may retain affiliated and unaffiliated broker-dealers to act as selling agents in the private offering.

The Placement Agent Agreement may be terminated at any time, without the payment of any penalty, by (i) the vote of a majority of the Independent Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, or (ii) by the Placement Agent, in each case on 60 days’ written notice to the other party. The A&R Placement Agent Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act. Effective January 2, 2026, AWMS, was consolidated with and into Ares Management Capital Markets LLC (“AMCM”), and AMCM became the Placement Agent; in connection with such consolidation, the Placement Agent Agreement was amended to reflect that, effective as of January 2, 2026, AMCM is the Placement Agent. Like AWMS, AMCM is a broker-dealer registered with the SEC, a member of FINRA, an affiliate of the Adviser and an indirect subsidiary of Ares.

On May 14, 2025, the Fund adopted a Distribution and Shareholder Servicing Plan (the “Distribution and Shareholder Servicing Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to the Class D Shares, Class N Shares and Class S Shares. Pursuant to the Distribution and Shareholder Servicing Plan, the Fund may pay to the Placement Agent for the Shares, a fee for distribution and/or shareholder services with respect to Class D Shares, Class N Shares and Class S Shares. Pursuant to the Distribution and Shareholder Servicing Plan, the Placement Agent is entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.25%, 0.50% and 0.85% of the value of the Fund’s net assets attributable to Class D Shares, Class N Shares and Class S Shares, respectively, as of the beginning of the first calendar day of the month. No shareholder servicing and/or distribution fees are paid with respect to Class I shares. The shareholder servicing and/or distribution fees are payable to the Placement Agent, but the Placement Agent 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 Fund does not charge investors an Upfront Sales Load with respect to Class D Shares, Class N Shares, Class S Shares or Class I Shares. However, pursuant to the Selected Dealer Agreement, if a shareholder buys Class D Shares, Class N Shares or Class S Shares through certain selling agents, such shareholders may be charged an Upfront Sales Load (as defined below) or transaction or other fees, including brokerage commissions, in such amount as such selling agents may determine, provided that such charges are subject to a 2.0% cap on NAV for Class D Shares, a 2.0% cap on NAV for Class N Shares and a 3.5% cap on NAV for Class S Shares. To the extent any such Upfront Sales Load or other fees are received by the Placement Agent, such amounts will be reallowed to the applicable selling agent.