SecProbe.io

November 1, 2024
VIA E-mail
Nicole M. Runyan, Esq.
Kirkland & Ellis, LLP 601 Lexington Avenue New York, NY 10022
Re: Ares Core Infrastructure Fund, Form 10
File No. 000-56695
Dear Ms. Runyan:
On October 3, 2024, Ares Core Infrastructure  Fund (the “Fund” or “Company”) filed a
registration statement on Form 10 in connecti on with the registration of the Fund’s common
stock under Section 12(g) of the Securities Ex change Act of 1934 (the “Exchange Act”).  We
have reviewed the registration statement and have provided our comments below.  For
convenience, we generally organized our comment s using headings, defined terms, and page
numbers from the registration st atement.  Where a comment is made in one location, it is
applicable to all similar disclosure appearing elsewhere in the registration statement.
Please respond to this letter w ithin ten (10) business days by either amending the filing,
providing the requested information, or advi sing us when you will provide the requested
information. We may have additional comments af ter reviewing your responses to the following
comments, or any amendment to the filing.
We note that the Fund is voluntarily registeri ng shares of its common stock under Section
12(g) of the Exchange Act.  Please note that a filing on Form 10 goes effective automatically by
lapse of time 60 days after the original filing date, pursuant to Section 12(g)(1) of the Exchange
Act. If our comments are not satisfactorily a ddressed within this 60- day time period, you should
consider withdrawing the Fund’s Form 10 prior to  its effectiveness, and re-filing a revised Form
10 that includes changes responsive to our comment s. If the Fund chooses not to withdraw its
Form 10 registration statement, it will be subject to the reporting requirements of Section 13(a)
of the Exchange Act.  Additionally, we will continue to review the filing until all of our comments have been sa tisfactorily addressed.

Nicole M. Runyan, Esq.
November 1, 2024  Page 2
REGISTRATION STATEMENT Explanatory Note (Page 2) 1. In the sixth bullet point after the phrase “ Investing in our Shares may be considered
speculative and involves a high degree of risk, including the following;” please add a
page cross reference to where the Expens e Support and Reimbursement Agreement is
discussed, including the discussion of the repayment obligations of the Fund.
 SUMMARY OF RISK FACTORS, (Pages 6 - 7) Risks Relating to our Investments (Page 6) 2. The fourth bullet point states that “[W]e may fa ce heightened risks unique to the nature of
our Infrastructure Assets.”  Briefly identify the nature of the Infrastructure Assets that present
heightened risks and provide a page cross reference to where in the Registration Statement these heightened risks are identified and discussed.
 ITEM 1. Business. (Pages 8 - 55) The Fund — Ares Core Infrastructure Fund , (Pages 8 – 9)
3. The second sentence of the third paragraph of this section on Page 8 defines “Infrastructure
Assets” as “investments in equ ity and debt interests in infra structure-related assets or
businesses.”  Please specifically disclose how the Fund will determine if  an investment is
“infrastructure-related” ( i.e., based on assets or revenue test ) and supplementally explain to
the staff why it is appropriate under Rule 35d-1  to include such investments in the Fund’s
80% policy discussed later in this section.
4. The second sentence of the third paragraph in defining “Infrastructure Assets” states that
“[t]he Fund defines Infrastructu re Assets as investments in equity and debt interests in
infrastructure-related assets or businesses, including but not limited to…”  Please confirm to the staff that the list of these assets included in the term “Infrastructure Assets” is complete and delete the phrase “including, but not limited to” from this sentence.
5. In the second sentence of the third paragraph on Page 8 , please clarify what the Fund means
by "social infrastructure", "digital infrastruct ure", and "environmental services sectors".
6. The disclosure in the third se ntence of the third paragraph on Page 8  states that the Fund
considers Core Infrastructure Assets to include  those assets that “produce revenues and cash
flows that are generally governed by either ra te regulation or long term contracts with
creditworthy counterparties . . ."  Please more  specifically disclose what the Fund means by
"rate regulation" and "long-term contracts".
7. The fifth paragraph on Page 8 states that the Fund will generally focus on equity, and to a
lesser extent, debt investme nts in Core Infrastructure Assets. Given that business
development companies (“BDCs”) are required to  invest 70% in certain portfolio companies
under Section 55(a) of the Investment Compa ny Act of 1940 Act (the “1940 Act”) that are

Nicole M. Runyan, Esq.
November 1, 2024  Page 3
generally private small companies and theref ore unlikely to pay dividends, please explain
supplementally to the staff how the Fund’s equity investments will support the Fund’s
investment objective to primar ily generate income and, to  a lesser extent, capital
appreciation.
8. The last sentence in the fifth paragraph on Page 8, describes the Fund’s 80% policy to invest
in Infrastructure Assets.  Please explain suppl ementally to the staff whether the Fund’s 80%
policy is tied to investing in Core Infrastruct ure Assets, as defined by the Fund, or how the
inclusion of non-core infrastructure assets in  the 80% policy is consistent with the Fund’s
emphasis on primarily generating cu rrent income, and to a lesser extent, capital appreciation.
9. The Fund’s investment strategy and principal strategies appear to  be broken up into different
sections, including this section on Page 8 , the section entitled “ Market Opportunity ”
(Pages 14 -17), the section entitled “Investment Criteria” ( Page 20 ), and the section entitled
“Investment Structure ” (Page 20 ) which makes it difficult to understand the Fund’s
principal investment st rategies.  Consider grouping and discussing the Fund’s investment
objective and principal strategies together.
10. The sixth paragraph on Page 8 states that the Fund will leverage the relationships of Ares
Management Corporation (collectively with its subsidiaries and affiliated entities, “Ares”), and its personnel and Ares Infrastructur e Opportunities (“AIO”). Please explain
supplementally to the staff whether there is a resource sharing agreement in place between
the Fund or Ares Capital Mana gement II, LLC (the “Adviser”) and Ares, AIO or any other
affiliated entity of the Fu nd or Adviser.  If so, in  your response, address:
a. the specific services Ares, AIO or any other affiliated entity of the Fund or
Adviser and its employees will provide on the Adviser’s behalf and why those services do not amount to advisory services provided to the Fund;
b. the extent to which the Adviser will depend on Ares, AIO or another affiliated
entity’s personnel;
c. whether Ares, AIO or another affiliate’s personnel who provide investment advice
with respect to the Fund will be supervis ed persons of the Adviser under Section
202(a)(25) of the Advisers Act;
d. whether and what fees are paid to Ares, AIO or another affiliate and whether or
not they are paid pursuant to a resource sharing agreement;
e. whether Ares, AIO or other identified affiliates are considered to be fiduciaries
with respect to the Fund;
f. explain whether the personnel being provi ded to the Fund are personnel of Ares,
AIO or any of its affiliates and explain how these entities are affiliated with Ares,
AIO and the Adviser and Fund ( i.e., controlled subsidiaries, wholly or majority
owned);
g. explain the registration status of Ares, AIO and each identified affiliate; and
h. where Ares, AIO or the identified affiliate is domiciled.

Nicole M. Runyan, Esq.
November 1, 2024  Page 4   Ares Infrastructure Opportun ities Platform (Pages 11 – 13)
11. The graphic on the top of Page  12 states that "AIO will manage the Fund with its cycle-
tested investment team..."  Pl ease supplementally explain whethe r AIO will act as an adviser
to the Fund, and if so, whether AIO is a registered  investment adviser, or  otherwise revise the
disclosure.
The Adviser (Page 13) 12. In the second paragraph of this section, please de fine Ares in this section and disclose how
Ares is related to the Adviser or the second pa ragraph could cause confusion that the Adviser
is Ares, rather than an affiliated entity of the Adviser.
The Administrator (Page 13) 13. The first sentence of this section states that the Administrator is an affiliate of Ares. Please
disclose how the Administrator is affiliated with Ares and the Adviser.
Market Opportunity (Pages 14 – 18); Resilient Asset Class Performance (Page 16)  14. The last sentence of the section entitled “ Resilient Asset Class Performance”  on Page 16
states that the Fund will focus on de-risked asse ts.  Please disclose how the Fund defines de-
risked assets and how the Adviser will identify such de-risked assets.
Potential Competitive Strengths (Pages 18 – 20); Broad Infrastr ucture Strategy and
Proprietary Origination (Pages 18 – 19)
15. The second paragraph of the section entitled “ Broad Infrastructure Strategy and
Proprietary Origination ” on Page 18 , as well as other parts of the registration statement,
contain multiple references to realized proceeds, gains, and yields of different Ares entities and strategies.  Please supplem entally explain how such presentations comply with Rule
206(4)-1 of the Advisers Act, including if th e Fund is relying on any relief in no-action
letters.  For example, the registration statement on Page 18 states that “[o]f the $4.3 billion of
capital, 26 investments have been  fully or substantially rea lized, resulting in over $2.5 billion
of realized proceeds.”  As another example, Pages 19-20 include the following statements:
“These investments have all since been realized through sale s to third-party owners, with the
new owners benefiting from the projects’ attr active long-term fixed-pr ice revenue contracts
that were projected to generate 7-12% average annual cash yield over 10 years as of the second quarter of 2024. We believe these assets ar e representative of projects that AIO would
be able to originate for the Fund.”
Investment Criteria (Page 20) 16. Under the heading “ Commercially Proven Technology” , please further disclose how the
Fund is defining “commercially pr oven technologies” and “useful life” or consider providing
examples of both concepts.
Investment Structure (Pages 20 – 21)  17. The second paragraph of this section on Page 21  details certain inve stments that the Fund
could make.  Please supplement ally explain whether the Fund will invest th rough primarily

Nicole M. Runyan, Esq.
November 1, 2024  Page 5
controlled entities that primarily invest in securities or other assets. We may have additional comments.
Investment Advisory Agreement (Pages 26 – 31); Compensation of the Adviser (Page 26) 18. Please consider adding either before the discus sion of the Advisory Agreement or another
appropriate place in the discussion of the fees payable by shareholders, a fee table that conforms to the requirements of Item 3.1 of Form N-2. Please also consider disclosing an
expense example that conforms to the requirements of Instruction 11 to Item 3.1 of Form N-
2.
19. In the second paragraph of the sub-section entitled “ Capital Gains Incentive Fee ” on Page
28, please validate whether the reference to 12%  is correct and update as necessary.
Certain Terms of the Investment Advisory Agreement and Administration Agreement
(Pages 32 – 34)
20. The second full paragraph of this section on Page 32, discusses the indemnification
provisions applicable under these two agreemen ts and includes the phrase “and to the extent
that such indemnification would not  be inconsistent with the laws  of the State of Delaware or
other applicable law.”  Please add after the phrase “other applicable law” the following: “including the applicable federal securities laws.”
21. The second sentence of the sub-section entitled “ Payment of Our Expenses Under the
Investment Advisory Agreement and Administration Agreement” at the bottom of Page
32 describes the costs and expenses that the Adviser bears related to its operations and
transactions and includes the phrase “incl uding, but not limited to,” and a lengthy list of
identified expenses.  Given the extensive list of identified expenses, consider deleting the
phrase “including, but not limited to” from the second sentence in this sub-section.
Determination of Net Asset Value (Page 37)
22. Disclosure under this heading on Page 37  states that the Fund will be calculati ng net asset
value monthly. Please confirm that the Fund is issuing new shares in the monthly closings
and under the Dividend Reinves tment Plan based on a curren t NAV calculation and not one
from a previous monthly calculation.
Share Repurchase Program (Pages 40 – 42) 23.  Rule 14e-8 under the Securities Exchange Act of 1934 prohibits a nnouncements of tender
offers without the intention to commence such offers within a reasonable time. Please revise
the registration statement to limit the discussion of tender offers to general information like how tender offers will be f unded, any general frequency ( i.e., quarterly, semi-annually,
annually, etc.), the effect that share repurchases and related financings might have on
expense ratios and portfolio turnover, the ab ility of the Fund to achieve its investment
objectives, and potential tax cons equences to investors. The staff believes that specific
procedures that the Fund currently intends to follow at the time it makes a tender offer, such
as how the price to be paid for tendered shares will be determined, how long the offer will remain open, and when payment will be made are more appropriate to disclose in the tender offer documents sent to investors when a definitive tender offer is made.

Nicole M. Runyan, Esq.
November 1, 2024  Page 6
Item 1A- Risk Factors (Pages 56 – 100)
Risks Relating to Our Business  and Structure (Pages 56 – 72)
24. The risk entitled “ Our Board of Trustees may amend our Declaration of Trust without
prior Shareholder approval” on Page 56 discusses how the Board may amend the Fund’s
Declaration of Trust without prior shareholder approval.  Please revise the disclosure to
clarify that the board may make revisions to the Declaration of Trust without shareholder
approval, subject to applicable  federal and state law.
25. Please add to the risk entitled “ The lack of liquidity in our investments may adversely affect
our business’ on Page 65  that the lack of liquidity of the Fund’s investments also can make
them difficult to value for purposes of the Fund calculating its NAV.
26. The risk factor on Page 65  entitled “ We are subject to risks related to ESG Matters ”
discloses that "Ares ma intains a responsible investment po licy (the "Responsible Investment
Policy").  Please disclose that the Adviser ma intains this policy and describe generally how
the policy impacts the Fund’s selection of i nvestments in the discussion of the Fund's
investment strategy earlier in the registration statement.
27. The risk entitled “ Our Declaration of Trust provides th at state and federal courts in the
State of Delaware are the sole and exclusive forum for certain Shareholder litigation matters, which could limit our Shareholders’ abi lity to obtain a favorable judicial forum
for disputes with us or our trustees and officers”  on Page 71  describes an exclusive choice
of forum provision in the Declaration of Trust that establishes the Court of Chancery of the
State of Delaware as the sole judicial forum for shareholder claims against the Trust, Trustees or Officers.  Please disclose that this provision does not apply to claims arising
under the federal securities laws.  Please al so disclose the corresponding risks of this
p