The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001983080
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Ares Senior Credit Master Fund III LP
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2023
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ares Senior Credit Master Fund III LP
Street Address 1 Street Address 2
C/O SDL MANAGEMENT III LTD UGLAND HOUSE, PO BOX 309
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1104 345-814-5769

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001983078
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Ares Senior Direct Lending Fund (Cayman) III LP
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2023
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ares Senior Direct Lending Fund (Cayman) III LP
Street Address 1 Street Address 2
C/O SDL MANAGEMENT III LTD UGLAND HOUSE, PO BOX 309
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1104 345-814-5769

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001982898
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Ares Senior Direct Lending Fund (Delaware) III LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2023
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ares Senior Direct Lending Fund (Delaware) III LP
Street Address 1 Street Address 2
C/O SDL MANAGEMENT III LTD UGLAND HOUSE, PO BOX 309
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1104 345-814-5769

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001982901
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Ares Senior Credit Master Fund (U) III LP
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2023
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ares Senior Credit Master Fund (U) III LP
Street Address 1 Street Address 2
C/O SDL MANAGEMENT III LTD UGLAND HOUSE, PO BOX 309
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1104 345-814-5769

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001982900
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Ares Senior Direct Lending Fund (Cayman) BYOT (U) III LP
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2023
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ares Senior Direct Lending Fund (Cayman) BYOT (U) III LP
Street Address 1 Street Address 2
C/O SDL MANAGEMENT III LTD UGLAND HOUSE, PO BOX 309
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1104 345-814-5769

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001982899
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Ares Senior Direct Lending Fund (Cayman) (U) III LP
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2023
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ares Senior Direct Lending Fund (Cayman) (U) III LP
Street Address 1 Street Address 2
C/O SDL MANAGEMENT III LTD UGLAND HOUSE, PO BOX 309
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1104 345-814-5769

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001982896
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Ares Senior Direct Lending Fund (Delaware) (U) III LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2023
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ares Senior Direct Lending Fund (Delaware) (U) III LP
Street Address 1 Street Address 2
C/O SDL MANAGEMENT III LTD UGLAND HOUSE, PO BOX 309
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1104 345-814-5769

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001982902
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Ares Senior Direct Lending Fund (Cayman) BYOT III LP
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2023
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ares Senior Direct Lending Fund (Cayman) BYOT III LP
Street Address 1 Street Address 2
C/O SDL MANAGEMENT III LTD UGLAND HOUSE, PO BOX 309
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1104 345-814-5769

3. Related Persons

Last Name First Name Middle Name
SDL Management III Ltd N/A
Street Address 1 Street Address 2
Ugland House, PO Box 309
City State/Province/Country ZIP/PostalCode
Grand Cayman CAYMAN ISLANDS KY1-1104
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

General partner of the Issuers

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
   Private Equity Fund
   Venture Capital Fund
X Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable X Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
X Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2023-07-28    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Ares Management Capital Markets LLC 166219
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
800 Corporate Pointe, 3rd Floor
City State/Province/Country ZIP/Postal Code
Culver City CALIFORNIA 90230
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
CAIS Capital, LLC 154512
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
527 Madison Avenue, 2nd Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Picton S.A. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
Apoquindo 2929, 22nd Floor
City State/Province/Country ZIP/Postal Code
Las Condes, Santiago CHILE 7560356
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Eugene Investment & Securities Co., Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
24 Gukjegeumyung-ro Yeongdeungpo-gu 14th floor, Eugene Bldg
City State/Province/Country ZIP/Postal Code
Seoul KOREA, REPUBLIC OF 150-710
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Korea Investment and Securities Co., Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
88 Uisadang-daero Yeongdeungpo-Gu
City State/Province/Country ZIP/Postal Code
Seoul KOREA, REPUBLIC OF 07321
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number    None
Merrill Lynch, Pierce, Fenner & Smith Incorporated 7691
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
One Bryant Park
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10036
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Korea Asset Investment Securities Co., Ltd None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
57 Yeouinaru-ro Yeongdeungpo-gu 12th Floor, Shinsong Center B/D
City State/Province/Country ZIP/Postal Code
Seoul KOREA, REPUBLIC OF 150-711
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
414 Estructuracion, S.A. de C.V. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
Paseo de la Reforma 115, 14th Floor Lomas de Chapultepec, Miguel Hidalgo
City State/Province/Country ZIP/Postal Code
Mexico City MEXICO 11000
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $7,392,204,000 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

Amount above is calculated based on the USD foreign exchange spot rate (as reported by Bloomberg L.P.) as of 31 October 2023 (being USD 1 = JPY 0.0066).

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
130

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

Amounts to be paid to certain Recipients listed in Item 12 (Sales Compensation) will be determined based on a percentage of capital raised from certain investors.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
X Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Ares Senior Credit Master Fund III LP /s/ Rachel Williams Rachel Williams Director of the General Partner 2023-11-10
Ares Senior Direct Lending Fund (Cayman) III LP /s/ Rachel Williams Rachel Williams Director of the General Partner 2023-11-10
Ares Senior Direct Lending Fund (Delaware) III LP /s/ Rachel Williams Rachel Williams Director of the General Partner 2023-11-10
Ares Senior Credit Master Fund (U) III LP /s/ Rachel Williams Rachel Williams Director of the General Partner 2023-11-10
Ares Senior Direct Lending Fund (Cayman) BYOT (U) III LP /s/ Rachel Williams Rachel Williams Director of the General Partner 2023-11-10
Ares Senior Direct Lending Fund (Cayman) (U) III LP /s/ Rachel Williams Rachel Williams Director of the General Partner 2023-11-10
Ares Senior Direct Lending Fund (Delaware) (U) III LP /s/ Rachel Williams Rachel Williams Director of the General Partner 2023-11-10
Ares Senior Direct Lending Fund (Cayman) BYOT III LP /s/ Rachel Williams Rachel Williams Director of the General Partner 2023-11-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.