[NAME OF AETOS FUND]



                       LIMITED LIABILITY COMPANY AGREEMENT



         THIS LIMITED LIABILITY COMPANY AGREEMENT of [Name of Aetos Fund] (the

"Fund") is dated as of August __, 2002 by and among James M. Allwin, Ellen

Harvey and Pierre de Saint Phalle, as the Managers, James M. Allwin, as the

Organizational Member, and those persons hereinafter admitted as Members.



         WHEREAS, the Fund has heretofore been formed as a limited liability

company under the Delaware Limited Liability Company Act pursuant to an initial

Certificate of Formation dated and filed with the Secretary of State of Delaware

on March 19, 2002, as amended on August 16, 2002;



         NOW, THEREFORE, for and in consideration of the foregoing and the

mutual covenants hereinafter set forth, it is hereby agreed as follows:



                                   ARTICLE I



                                   DEFINITIONS



         For purposes of this Agreement:



Administrator                                    The person who provides

                                                 administrative services to the

                                                 Fund pursuant to an

                                                 administrative services

                                                 agreement.



Advisers Act                                     The Investment Advisers Act of

                                                 1940 and the rules, regulations

                                                 and orders thereunder, as

                                                 amended from time to time, or

                                                 any successor law.



Affiliate                                        An affiliated person of a

                                                 person as such term is defined

                                                 in the 1940 Act.



Agreement                                        This Limited Liability Company

                                                 Agreement, as amended from time

                                                 to time.



Board of Managers                                The Board of Managers

                                                 established pursuant to Section

                                                 2.6.



Capital Account                                  With respect to each Member,

                                                 the capital account established

                                                 and maintained on behalf of

                                                 each Member pursuant to Section

                                                 5.3.



Certificate                                      The Certificate of Formation of

                                                 the Fund and any amendments

                                                 thereto as filed with the

                                                 office of the Secretary of

                                                 State of the State of Delaware.



Closing Date                                     The first date on or as of

                                                 which a person other than an

                                                 Organizational Member is

                                                 admitted to the Fund as a

                                                 Member.



Code                                             The United States Internal

                                                 Revenue Code of 1986,



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                                                 as amended, and as hereafter

                                                 amended from time to time, or

                                                 any successor law.



Delaware Act                                     The Delaware Limited Liability

                                                 Company Act as in effect on the

                                                 date hereof and as amended from

                                                 time to time, or any successor

                                                 law.



Fiscal Period                                    The period commencing on the

                                                 Closing Date, and thereafter

                                                 each period commencing on the

                                                 day immediately following the

                                                 last day of the preceding

                                                 Fiscal Period, and ending at

                                                 the close of business on the

                                                 first to occur of the following

                                                 dates:



                                                 (1)  the last day of a Fiscal

                                                      Year;



                                                 (2)  the last day of a Taxable

                                                      Year;



                                                 (3)  the day preceding any day

                                                      as of which a contribution

                                                      to the capital of the Fund

                                                      is made pursuant to

                                                      Section 5.1; or



                                                 (4)  any day on which the Fund

                                                      repurchases any Interest

                                                      or portion of an Interest

                                                      of any Member;



                                                 (5)  any day (other than one

                                                      specified in clause (2)

                                                      above) as of which this

                                                      Agreement provides for any

                                                      amount to be credited to

                                                      or debited against the

                                                      Capital Account of any

                                                      Member, other than an

                                                      amount to be credited to

                                                      or debited against the

                                                      Capital Accounts of all

                                                      Members in accordance with

                                                      their respective

                                                      Investment Percentages.



Fiscal Year                                      The period commencing on the

                                                 Closing Date and ending on

                                                 January 31, 2003, and

                                                 thereafter each period

                                                 commencing on February 1 of

                                                 each year and ending on January

                                                 31 of each year (or on the date

                                                 of a final distribution

                                                 pursuant to Section 6.2

                                                 hereof), unless and until the

                                                 Board of Managers shall elect

                                                 another fiscal year for the

                                                 Fund.



Form N-2                                         The Fund's Registration

                                                 Statement on Form N-2 filed

                                                 with the Securities and

                                                 Exchange Commission, as amended

                                                 from time to time.



Fund                                             The limited liability company

                                                 governed hereby, as such

                                                 limited liability company may

                                                 from time to time be

                                                 constituted.



                                       2



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Independent Managers                             Those Managers who are not

                                                 "interested persons" of the

                                                 Fund as such term is defined by

                                                 the 1940 Act.



Initial Managers                                 James M. Allwin, Michael Klein

                                                 and Harold J. Schaaff, the

                                                 persons who directed the

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