INVESTMENT ADVISORY AGREEMENT



         INVESTMENT ADVISORY AGREEMENT made as of August __, 2002 between [NAME

OF AETOS FUND], a Delaware limited liability company (the "Fund"), and AETOS

ALTERNATIVES MANAGEMENT, LLC (the "Investment Manager"), a Delaware limited

liability company registered as an investment adviser under the Investment

Advisers Act of 1940, as amended.



         WHEREAS, the Fund is registered under the Investment Company Act of

1940, as amended (the "1940 Act"), as a closed-end management investment company

and desires to retain the Investment Manager to furnish certain investment

advisory and portfolio management services to the Fund, and the Investment

Manager is willing to furnish these services;



         NOW, THEREFORE, in consideration of the premises and mutual covenants

herein contained, it is agreed between the parties hereto as follows:



         1.  Appointment. The Fund hereby appoints the Investment Manager as the

investment adviser of the Fund for the period and on the terms set forth in this

Agreement. The Investment Manager accepts this appointment and agrees to render

the services herein set forth, for the compensation herein described.



         2.  Duties as Investment Manager.



         (a) Subject to the supervision of the Fund's Board of Managers (the

"Board"), the Investment Manager will have full discretion and authority (i) to

manage the assets and liabilities of the Fund and (ii) to manage the day-to-day

business and affairs of the Fund. In furtherance of and subject to the

foregoing, the Investment Manager will have full power and authority on behalf

of the Fund, among other matters:



             (1) to purchase, sell, exchange, trade and otherwise deal in and

                 with securities and other property of the Fund and to loan

                 securities of the Fund;



             (2) to do any and all acts and exercise all rights with respect to

                 the Fund's interest in any person, firm, corporation,

                 partnership or other entity, including, without limitation,

                 voting interests of the Portfolio Funds (as defined in the

                 Fund's Prospectus (the "Prospectus"));



             (3) to enter into agreements with the Portfolio Funds irrevocably

                 to forego the Fund's right to vote its interests or shares of

                 the Portfolio Funds;



             (4) to enter into agreements with the Portfolio Funds that provide

                 for, among other things, the indemnification by the Fund of the

                 Portfolio Funds and the Portfolio Managers (as defined in the

                 Prospectus) to the same or different extent as provided for in

                 respect of the Investment Manager, and to terminate such

                 agreements;



             (5) to open, maintain and close accounts with brokers and dealers,

                 to make all decisions relating to the manner, method and timing

                 of securities and other investment transactions, to select and

                 place orders with brokers, dealers or other financial

                 intermediaries for the execution, clearance or settlement of

                 any transactions on behalf of the Fund on such terms as the

                 Investment Manager considers appropriate, and to grant limited

                 discretionary authorization to such



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                  persons with respect to price, time and other terms of

                  investment and trading transactions, subject to Paragraph 2(b)

                  hereof;



             (6)  to borrow from banks or other financial institutions and to

                  pledge Fund assets as collateral therefor, to trade on margin,

                  to exercise or refrain from exercising all rights regarding

                  the Fund's investments, and to instruct custodians regarding

                  the settlement of transactions, the disbursement of payments

                  to the Fund's investors (both direct and indirect) (the

                  "Investors") with respect to repurchases of interests in the

                  Fund ("Interests") and the payment of Fund expenses, including

                  those relating to the organization and registration of the

                  Fund;



             (7)  to call and conduct meetings of Investors at the Fund's

                  principal office or elsewhere as it may determine and to

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