Material Event Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 14, 2024 (the "Closing Date"), through its wholly owned, consolidated subsidiary, Ares Direct Lending CLO 3 LLC ("ASIF CLO"), Ares Strategic Income Fund (the "Fund") completed a $694.1 million term debt securitization (the "2024 Debt Securitization"). The 2024 Debt Securitization is also known as a collateralized loan obligation and is an on-balance-sheet financing incurred by the Fund.

The notes offered in the 2024 Debt Securitization (collectively, the "CLO Notes") were issued by ASIF CLO pursuant to the indenture governing the CLO Notes (the "CLO Indenture") dated as of the Closing Date and include (i) $399.0 million of Class A-1 Senior Floating Rate Notes due January 20, 2037 that were issued to third parties and bear interest at Term SOFR (as defined in the CLO Indenture) plus 1.58% (the "Class A-1 CLO Notes"); (ii) $35.0 million of Class A-2 Senior Floating Rate Notes due January 20, 2037 that were issued to third parties and bear interest at Term SOFR plus 1.75% (the "Class A-2 CLO Notes"); (iii) $42.0 million of Class B Senior Floating Rate Notes due January 20, 2037 that were issued to third parties and bear interest at Term SOFR plus 1.85% (the "Class B CLO Notes" and, together with the Class A-1 CLO Notes and the Class A-2 CLO Notes, the "CLO Secured Notes"); and (iv) $218.1 million of Subordinated Notes due January 20, 2037, which do not bear interest (the "CLO Subordinated Notes"). The Fund retained all of the CLO Subordinated Notes, which are unsecured obligations of ASIF CLO, and will accordingly be eliminated on consolidation.

The CLO Secured Notes are the secured obligation of ASIF CLO and are backed by a diversified portfolio of first lien senior secured loans contributed by the Fund to ASIF CLO on the Closing Date pursuant to the terms of a contribution agreement (the "Contribution Agreement"). The CLO Indenture contains certain conditions pursuant to which additional loans can be acquired by ASIF CLO, in accordance with rating agency criteria or as otherwise agreed with certain institutional investors who purchased the CLO Secured Notes. Through January 20, 2029, all principal collections received on the underlying collateral may be used by ASIF CLO to purchase new collateral under the direction of Ares Capital Management LLC, the Fund's investment adviser (the "Adviser"), in its capacity as asset manager (the "Asset Manager") to ASIF CLO under an asset management agreement (the "Asset Management Agreement") and in accordance with the Fund's investment strategy, including additional collateral that may be purchased from the Fund, pursuant to the terms of a master purchase and sale agreement (the "Master Purchase Agreement") between the Fund as seller and ASIF CLO as buyer. The Asset Manager will waive any management fees that relate to the Fund's ownership of the CLO Subordinated Notes. In addition, U.S. Bank Trust Company, National Association (the "Collateral Administrator") serves as collateral administrator for ASIF CLO under a collateral administration agreement (the "Collateral Administration Agreement") among ASIF CLO, the Asset Manager and the Collateral Administrator.

The CLO Indenture includes customary covenants and events of default. The CLO Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Fund expects to use the net proceeds of the offering to repay certain outstanding indebtedness under its debt facilities. The Fund may reborrow under its debt facilities for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective.

The foregoing descriptions of the Contribution Agreement, the CLO Indenture, the Class A-1 CLO Notes, the Class A-2 CLO Notes, the Class B CLO Notes, the CLO Subordinated Notes, the Asset Management Agreement, the Collateral Administration Agreement and the Master Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Contribution Agreement, the CLO Indenture, the Class A-1 CLO Notes, the Class A-2 CLO Notes, the Class B CLO Notes, the CLO Subordinated Notes, the Asset Management Agreement, the Collateral Administration Agreement and the Master Purchase Agreement, respectively, each filed as exhibits hereto or included within such exhibits, as applicable, and incorporated by reference herein.