1287750--3/2/2009--ARES_CAPITAL

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RISKS RELATING TO OUR BUSINESS Capital markets are currently in a period of disruption and instability. These market conditions have materially and adversely affected debt and equity capital markets in the United States, which has had, and may continue to have, a negative impact on our business and operations. A failure on our part to maintain our status as a BDC would significantly reduce our operating flexibility. We are dependent upon Ares Capital Management's key personnel for our future success and upon their access to Ares investment professionals. Our financial condition and results of operations depend on our ability to manage future growth effectively. Our ability to grow depends on our ability to raise capital. Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing with us. In addition to regulatory restrictions that restrict our ability to raise capital, the Revolving Credit Facility and the CP Funding Facility contain various covenants which, if not complied with, could accelerate repayment under these Facilities, thereby materially and adversely affecting our liquidity, financial condition and results of operations. We operate in a highly competitive market for investment opportunities. We will be subject to corporate-level income tax if we fail to qualify as a RIC. We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income. We may in the future determine to fund a portion of our investments with preferred stock, which would magnify the potential for gain or loss and the risks of investing in us in the same way as our borrowings. We are exposed to risks associated with changes in interest rates. Many of our portfolio investments are not publicly traded and, as a result, there is uncertainty as to the value of our portfolio investments. The lack of liquidity in our investments may adversely affect our business. We may experience fluctuations in our quarterly results. There are significant potential conflicts of interest that could impact our investment returns. Our investment adviser's liability is limited under the investment advisory and management agreement, and we are required to indemnify our investment adviser against certain liabilities, which may lead our investment adviser to act in a riskier manner on our behalf than it would when acting for its own account. We may be obligated to pay our investment adviser incentive compensation even if we incur a loss. Changes in laws or regulations governing our operations, or changes in the interpretation thereof, and any failure by us to comply with laws or regulations governing our operations may adversely affect our business. The Company may not replicate Ares' historical success and our ability to enter into transactions with Ares and our other affiliates is restricted. RISKS RELATING TO OUR INVESTMENTS Price declines and illiquidity in the corporate debt markets have adversely affected, and may continue to adversely affect, the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation. Our investments may be risky, and we could lose all or part of our investment. Economic recessions or downturns could impair our portfolio companies and harm our operating results. There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims. Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in such companies. Investments in equity securities involve a substantial degree of risk. Our investment adviser's incentive fee may induce Ares Capital Management to make certain investments, including speculative investments. Our portfolio companies may be highly leveraged. Our investments in foreign debt may involve significant risks in addition to the risks inherent in U.S. investments. We may expose ourselves to risks if we engage in hedging transactions. When we are a debt or minority equity investor in a portfolio company, we may not be in a position to control the entity, and management of the company may make decisions that could decrease the value of our portfolio holdings. RISKS RELATING TO OUR COMMON STOCK Our shares of common stock may trade at discounts from net asset value, which limits our ability to raise additional equity capital. There is a risk that investors in our equity securities may not receive dividends or that our dividends may not grow over time. Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock. Investing in our securities may involve an above average degree of risk. The market price of our common stock may fluctuate significantly. Stockholders will experience dilution in their ownership percentage if they do not participate in our dividend reinvestment plan. Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.

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1287750--3/2/2009--ARES_CAPITAL_CORP