Ares Core Infrastructure Fund: $7 Billion in Two Years, Five Tender Offers Paid in Full, and a 10% Payout Income Does Not Cover

What ACI is, and what it is not

The name says infrastructure fund, but the legal form is a business development company (BDC): a Delaware statutory trust formed May 7, 2024, a closed-end management investment company that “elected to be regulated as a business development company” on December 2, 2024 (Form 10-K). It began operating on August 28, 2024, first as a private fund with capital commitments from investors who were accredited investors and qualified purchasers, and since the election it sells shares monthly to accredited investors in a private placement under Rule 506(b) of Regulation D. Ares Capital Management II LLC, a subsidiary of Ares Management, is the adviser. There are four share classes (I, D, N and S) that all carry the same NAV per share; they differ in the ongoing servicing fee, which is deducted from the distribution.

It is not an interval fund and it does not promise liquidity. The only way out is the quarterly tender offer, and the fund says plainly that it “is not required to conduct tender offers” (Schedule TO-I, August 20, 2026). The adviser expects to recommend one each quarter, for up to 5% of shares outstanding. At March 2, 2026 the 10-K counted 6,466 holders of record of Class I, 431 of Class S and 2 of Class D, which tells you who owns it: relatively few, large positions. Class N, the newest, was first sold on May 1, 2026 and by August 31 had 58.0 million shares.

For the general map of semi-liquid vehicles see how to invest in private equity and the list of interval funds; this page is the read of one fund's filings.

Five tender offers, five paid in full

Each result comes from the fund's final amendment to Schedule TO. The limit is the number of shares offered; “shares outstanding” is the sum of the four classes at the end of the month before the offer, from the Schedule TO-I (our arithmetic for the percentages).

In dollars the five offers add up to $56.7 million of NAV tendered (2,278,947 shares), our sum. Two things stand out. First, the fund has never been near its 5% limit: the highest share of any offer, September 2025, was 19.9% of the limit. Second, requests did not grow with the fund. The offer limit rose from 2.4 million shares to 12.4 million, a fivefold increase, while shares tendered stayed between 0.2 and 0.7 million. Because the filings state shares tendered and shares accepted, this is a case where requested versus paid can be read directly: 100% accepted every time. The Offer to Purchase says that if requests ever exceed the offer the fund buys “on a pro rata basis”, with an odd-lot priority for holders of fewer than 100 shares; it has not happened.

Cash paid is slightly below NAV tendered in four of five offers. The September 2026 offer shows $11,915,717.88 of NAV tendered and $11,879,170.17 paid, a difference of $36,547.71 or 0.31%; in June 2026 it was 1.16%. At 2.00% that implies the deduction applied to about $1.8 million of the September tender (our arithmetic). The fund waives the deduction for death or disability, model-portfolio programs, feeder funds, errors and minimum-balance repurchases.

Why requests are so small: the clock and the lock

The money is new. The fund's net assets were $156.5 million at the end of 2024, $2,094.6 million at the end of 2025 and $6,958.8 million at August 31, 2026. Sales by quarter of closing, summed from Form 8-K Item 3.02 (our arithmetic):

The total is about $7.7 billion, and the last six monthly closings, April to September 2026, account for $4.57 billion of it, 59%. The early-repurchase deduction of 2.00% applies when the repurchase date falls within one year of the subscription closing date of the shares tendered, so it protects the fund most precisely when requests would otherwise be rising. Only shares sold through the September 2025 closing, 58.1 million Class I shares issued as of September 22, 2025, are past that mark. That is 21% of the 280.8 million shares outstanding at August 31, 2026, so up to 79% still carry the deduction (our arithmetic; shares from reinvested distributions are exempt). The big cohorts reach their first anniversary in the second and third quarters of 2027.

The early investors. The August 2026 Schedule TO-I carries a sentence that did not appear in the fund's other filings we read: certain investors in the pre-BDC private placement “agreed to restrictions on the percentage of its Shares such investor could tender” in quarterly offers before the third or fourth quarter of 2026 or 2027. The filings do not say how many shares are covered or what the percentages are. What they do say is that the whole fund had 6,226,600 shares at December 31, 2024, which bounds the pre-election private placement; they do not say whether those investors bought more later. The wording means the restrictions begin to expire on the same calendar as the first large cohorts leaving the one-year window, which is why the fourth-quarter 2026 offer, expected around late November on the pattern of the last four (filed November 20, February 20, May 20 and August 20), is worth watching. That timing is our reading of the pattern, not a commitment by the fund.

Monthly NAV: flat, and slightly down

The highest NAV in the monthly reports is $25.4101 (November 2024), and it has been between $24.77 and $25.04 since February 2025. The August 2026 figure is 1.05% below December 31, 2025 and 2.48% below November 2024 (our arithmetic). It rose 0.98% in the single month from October to November 2025, a reminder that NAV here is a monthly estimate built mostly from Level 3 valuations: 92.4% of total investments, $6,772.4 million of $7,330.1 million at June 30, 2026, were valued on significant unobservable inputs (10-Q, our ratio). Every class had the same NAV per share at each date, so an investor in Class S or N is behind a Class I holder only through the servicing fee, 0.85% and 0.50% a year, taken out of the monthly distribution.

These NAV figures do not add back distributions. In the 10-Q the fund reports total return based on NAV of 4.35% for Class I for the six months to June 30, 2026 (not annualized), 3.93% for Class S, 4.22% for Class D and 1.60% for Class N since its May start; for 2025 it was 9.87% for Class I.

The 10% payout against what the fund earns

The gross distribution has been $0.2083 per share a month since October 2025, declared through December 2026. On the August 31 NAV that is 10.09% a year gross (our arithmetic); Class S, after its 0.85% fee, is 9.25%. The first distributions were larger, $0.2250 a month in early 2025, and were between $0.2079 and $0.2110 from April to September 2025.

The statements show what covers it:

Fund-wide, net investment income was $21.9 million in 2025 against $109.8 million of distributions, and $84.2 million in the first half of 2026 against $173.8 million declared (48.4%, our arithmetic). The gap is made up by unrealized appreciation: $93.8 million in 2025 and $69.6 million in the first half of 2026 sit inside the net increase from operations. The label “Distributions as a return of capital” is the line in the financial highlights; it is not a statement about the tax character of what you receive, which comes on your 1099. The 10-Q gives further inputs: $40.3 million of the $129.9 million received from equity investments in the first half was classified as a return of capital; the fund accrued $14.6 million of PIK distributions on its LNG preferred that are added to principal and collected on redemption; and total income of $183.3 million includes $30.0 million of “other income”, which the filing attributes to a commitment fee in 2026 and a deal termination fee. In the half-year $102.0 million of distributions was paid in cash and $47.5 million reinvested (cash flow statement).

None of this says the distribution will be cut; the filings do not. It says the 10% rests on appreciation, fees and distributions from equity assets rather than on earnings today, and that the percentage of a holder's income that is a return of their own capital is a question for their adviser and their tax return.

Fees and what the share class costs

Common to all classes: a base management fee of 1.25% a year of net assets, an income-based incentive fee of 12.5% of pre-incentive net investment income above a 5.0% annualized hurdle with a catch-up, and a capital gains incentive fee of 12.5% of cumulative realized gains net of realized losses and unrealized depreciation. For Class I in the first half, management fees were 1.24% of average net assets, incentive fees 0.49% and interest expense 3.06%. The adviser has been supporting expenses and then recouping them: $11.9 million of recoupment was added back in the second quarter of 2026, and $9.9 million of advanced expenses remains subject to recoupment through 2029. A partial tender must leave at least $500 in the account.

Leverage, and how the portfolio is financed

At June 30, 2026 the fund had $2,370.3 million of debt principal against $5,030.1 million of net assets (47.1%, our arithmetic) and an asset coverage ratio of 312%. The 1940 Act floor for this fund is 150%, so the limit is far away. Half a year earlier it was $1,063.2 million of debt and 297% coverage. Second-quarter average borrowings were $2,018.1 million at a weighted average rate of 5.51%. The biggest new item is a $910.0 million Term Loan B on the Rover pipeline interest, signed June 9, 2026 at Term SOFR plus 2.25% and non-recourse to the fund, of which $905.5 million was outstanding at June 30. The August 8-K shows portfolio investments of $7,882.3 million against aggregate NAV of $6,958.8 million, 113.3% (our arithmetic).

What it owns, and what is under construction

At June 30, 2026 total investments at fair value were $7,330.1 million, 145.7% of net assets, in 11 equity investments plus first-lien and subordinated loans. The five largest holdings are 63% of total investments (our arithmetic):

By industry at June 30 the fund was 41.6% oil, gas and consumable fuels and 39.8% independent power and renewables, 8.7% data centers and 5.0% transportation; at August 31 it was 40.5% power and renewables and 39.1% oil and gas. The loans are mostly data centers: $350.0 million of first-lien data-center loans and $285.4 million of senior subordinated loans, $185.0 million of it to Retained Vantage Data Centers. The portfolio did not look like this a year ago: at July 31, 2025 the fund held three equity investments worth $1,185.1 million, and the pipeline stakes arrived between September 2025 (Central Penn Line, about 40%) and April 2026 (Rover). The LNG facility is the one to read closely: it is described as “under construction” and is expected to be about 91% contracted “upon reaching commercial operation”. The 13.00% return on that preferred accrues as PIK, added to principal.

What changed in the last 60 days

Everything since the August 7 10-Q is in the filings this page uses. As of October 6, 2026 the latest filing on EDGAR is the September 25 result, and the October closing 8-K has not yet appeared.

• August 7: 10-Q for June 30, 2026: net assets $5,030.1 million, debt $2,370.3 million, NII $84.2 million for the half-year.
• August 19: July NAV $24.7711 (down 0.45% from June), aggregate NAV $6,136.7 million; August closing of $799.5 million, of which Class N $281.9 million.
• August 20: the fund opened its fifth tender offer for up to 12,386,860 shares, 5.0% of the 247.7 million outstanding at July 31.
• September 22: August NAV $24.7808, aggregate NAV $6,958.8 million; September closing of $769.0 million (Class I $384.6 million, Class N $323.4 million, Class S $47.9 million, Class D $13.1 million); monthly distributions of $0.2083 confirmed for September to December.
• September 25: tender result, 480,845 shares, 100% accepted, $11.88 million paid at $24.78.

What a holder can do with this

• If you want out: the next tender would likely open in late November on the filing pattern, priced at the November month-end NAV; check whether your shares have passed their one-year date, because the 2.00% deduction is taken from the proceeds. So far requests have been tiny, but the fund itself says tenders are not required.
• If you are adding: you are buying in at a NAV of $24.78 into a fund that raises about $0.8 billion a month. Ask what share of the 10% is income and what share is return of capital for your tax year, and which class and servicing fee your adviser has placed you in.
• What the record shows: five offers, 100% accepted, requests never above 1% of shares. That is a fund still in its inflow phase, not one that has met a queue. The test comes when the 2026 cohorts clear their first year in 2027, and as the early-investor restrictions expire.
• What would change the picture: requests above 5% of shares, a steady fall in monthly NAV, a cut in the monthly distribution, or a slowdown in monthly sales from today's $0.8 billion. Each shows up in a Schedule TO-I/A or the next 8-K.

For other funds with proration, the private credit redemptions tracker compares a dozen latest offers, and Ares Strategic Income Fund shows what the same sponsor's income fund did when requests passed the limit. For a private-equity example of the same tender structure, see Hamilton Lane's fund.

FAQ

All figures are from Ares Core Infrastructure Fund's SEC filings read on EDGAR on October 6, 2026: Schedule TO-I and final amendments for five tender offers (accessions 0001104659-25-081412 and -093342, 0001104659-25-114602 and -124833, 0001104659-26-018198 and -036142, 0001104659-26-064505 and -078246, 0001104659-26-099271 and -110967), monthly Form 8-K reports from December 2024 to September 22, 2026 (including 0002031750-26-000077), the 10-K for 2025 (0002031750-26-000015) and the 10-Q for June 30, 2026 (0002031750-26-000064). Percentages of offers and shares, sums of monthly closings, coverage ratios, debt to net assets, annualized yields and share of investments are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.