CUSTODIAN SERVICES AGREEMENT



         THIS AGREEMENT is made as of September 1, 2002 by and between SEI

PRIVATE TRUST COMPANY, a savings association supervised by the Office of Thrift

Supervision ("SEI Trust"), and AETOS CAPITAL MULTI-STRATEGY ARBITRAGE FUND, LLC,

a Delaware limited liability company (the "Fund").



                              W I T N E S S E T H:



         WHEREAS, the Fund is registered as a closed-end, non-diversified

management investment company under the Investment Company Act of 1940, as

amended (the "1940 Act"); and



         WHEREAS, the Fund wishes to retain SEI Trust to provide custodian

services, and SEI Trust wishes to furnish custodian services, either directly or

through an affiliate or affiliates, as more fully described herein.



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

herein contained, and intending to be legally bound hereby, the parties hereto

agree as follows:



1.   DEFINITIONS.



     (a) "1933 ACT" means the Securities Act of 1933, as amended.



     (b) "1934 ACT" means the Securities Exchange Act of 1934, as amended.



     (c) "AUTHORIZED PERSON" means any officer of the Fund and any other person

         authorized by the Fund to give Oral or Written Instructions on behalf

         of the Fund. An Authorized Person's scope of authority may be limited

         by setting forth such limitation in a written document signed by both

         parties hereto.



     (d) "BOOK-ENTRY SYSTEM" means Federal Reserve Treasury book-entry system

         for United States and federal agency securities, its successor or

         successors, and its nominee or nominees and any book-entry system

         maintained by an exchange registered with the SEC under the 1934 Act.



     (e) "CEA" means the Commodities Exchange Act, as amended.



     (f) "CHANGE OF CONTROL" means a change in ownership or control (not

         including transactions between wholly-owned direct or indirect

         subsidiaries of a common parent) of 25% or more of the beneficial

         ownership of the shares of common stock or shares of beneficial

         interest of an entity or its parent(s).



     (g) "ORAL INSTRUCTIONS" mean oral instructions received by SEI Trust from

         an Authorized Person or from a person reasonably believed by SEI Trust

         to be an



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         Authorized Person. SEI Trust may, in its sole discretion in each

         separate instance, consider and rely upon instructions it receives from

         an Authorized Person via electronic mail as Oral Instructions.



     (h) "SEI TRUST" means SEI Private Trust Company or a subsidiary or

         affiliate of SEI Private Trust Company.



     (i) "SEC" means the Securities and Exchange Commission.



     (j) "SECURITIES LAWS" mean the 1933 Act, the 1934 Act, the 1940 Act and the

         CEA.



     (k) "SHARES" mean the shares of limited liability company interest of any

         series or class of the Fund.



     (l) "PROPERTY" means:



       (i)    any and all securities and other investment items which the Fund

              may from time to time deposit, or cause to be deposited, with SEI

              Trust or which SEI Trust may from time to time hold for the Fund;



       (ii)   all income in respect of any of such securities or other

              investment items;



       (iii)  all proceeds of the sale of any of such securities or investment

              items; and



       (iv)   all proceeds of the sale of securities issued by the Fund, which

              are received by SEI Trust from time to time, from or on behalf of

              the Fund.



     (m) "WRITTEN INSTRUCTIONS" mean (i) written instructions signed by two

         Authorized Persons and received by SEI Trust or (ii) trade instructions

         transmitted by means of an electronic transaction reporting system

         which requires the use of a password or other authorized identifier in

         order to gain access. The instructions may be delivered electronically

         or by hand, mail or facsimile sending device.



2.   APPOINTMENT. The Fund hereby appoints SEI Trust to provide custodian

services to the Fund, and SEI Trust accepts such appointment and agrees to

furnish such services.



3.   DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will

provide SEI Trust with the following:



     (a) at SEI Trust's request, certified or authenticated copies of the

         resolutions of the Fund's Managers, approving the appointment of SEI

         Trust or its affiliates to provide services;



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     (b) a copy of the Fund's most recent effective registration statement;



     (c) a copy of the Fund's advisory and sub-advisory agreements;



     (d) a copy of the distribution/underwriting agreements with respect to each

         class of Shares;



     (e) a copy of the Fund's administration agreement;



     (f) copies of any distribution and/or member servicing plans and agreements

         made in respect of the Fund or a class thereof; and



     (g) certified or authenticated copies of any and all amendments or

         supplements to the foregoing.



4.   COMPLIANCE WITH LAWS.



         SEI Trust undertakes to comply with applicable requirements of the

Securities Laws and laws, rules and regulations of governmental authorities

having jurisdiction with respect to the duties to be performed by SEI Trust

hereunder. Except as specifically set forth herein, SEI Trust assumes no

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