UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-CSRS
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CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 811-21061
AETOS CAPITAL MULTI-STRATEGY ARBITRAGE FUND, LLC
(Exact name of registrant as specified in charter)
--------
c/o Aetos Capital, LLC
875 Third Avenue
New York, NY 10022
(Address of principal executive offices) (Zip code)
Harold Schaaff
Aetos Capital, LLC
New York, NY 10022
(Name and address of agent for service)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-212-201-2500
DATE OF FISCAL YEAR END: JANUARY 31
DATE OF REPORTING PERIOD: JULY 31, 2008
ITEM 1. REPORTS TO STOCKHOLDERS.
AETOS CAPITAL MULTI-STRATEGY ARBITRAGE FUND, LLC
AETOS CAPITAL DISTRESSED INVESTMENT STRATEGIES FUND, LLC
AETOS CAPITAL LONG/SHORT STRATEGIES FUND, LLC
AETOS CAPITAL MARKET NEUTRAL STRATEGIES FUND, LLC
AETOS CAPITAL OPPORTUNITIES FUND, LLC
Financial Statements (unaudited)
July 31, 2008
TABLE OF CONTENTS
Schedules of Investments .................................................. 1
Statements of Assets and Liabilities ...................................... 7
Statements of Operations .................................................. 8
Statements of Changes in Members' Capital ................................. 9
Statements of Cash Flows .................................................. 12
Financial Highlights ...................................................... 13
Notes to Financial Statements ............................................. 18
Shareholder Voting Results ................................................ 31
Approval of Investment Advisory Agreements ................................ 32
The Funds file their complete schedule of portfolio holdings with the Securities
and Exchange Commission for the first and third quarters of each fiscal year on
Form N-Q within sixty days after the end of each period. The Funds' Forms N-Q
are available on the Commission's web site at HTTP://WWW.SEC.GOV, and may be
reviewed and copied at the Commission's Public Reference Room in Washington, DC.
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
A description of the policies and procedures that the Funds use to determine how
to vote proxies relating to portfolio securities, as well as information
relating to how the Funds voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30, is available (i) without charge,
upon request, by calling 1-212-201-2500; and (ii) on the Commission's website at
HTTP://WWW.SEC.GOV.
Aetos Capital Multi-Strategy Arbitrage Fund, LLC
Schedule of Investments (Unaudited)
July 31, 2008
INVESTMENT STRATEGY AS A PERCENTAGE OF INVESTMENTS
(PIE CHART)
Convertible Arbitrage 8.11%
Credit Strategies 14.39%
Fixed Income Arbitrage 29.17%
Multi-Strategy/Event Arbitrage 48.33%
% OF MEMBERS'
PORTFOLIO FUND NAME COST VALUE CAPITAL*
- ------------------- ------------ ------------ -------------
Davidson Kempner Partners $ 50,000,000 $ 65,556,900 13.56%
Farallon Capital Offshore Investors, Inc. 69,000,000 69,071,893 14.29
FFIP, L.P. 46,630,000 58,207,753 12.04
HBK Fund L.P. 46,233,380 45,364,929 9.39
Ishin Fund, LLC 35,361,920 39,170,490 8.11
Lazard Emerging Income, L.P. 29,000,000 35,368,404 7.32
Oceanwood Global Opportunities Fund L.P. 55,000,000 50,670,400 10.48
Parsec Trading Corp. 42,555,466 47,326,363 9.79
Pequot Credit Opportunities Fund, L.P. 26,125,720 28,172,958 5.83
Pequot Short Credit Fund, L.P. 32,000,000 41,333,438 8.55
Satellite Fund II, L.P. 600,000 1,051,203 0.22
Sowood Alpha Fund, L.P. 3,453,269 1,790,909 0.37
------------ ------------ -----
Total $435,959,755 $483,085,640 99.95%
============ ============ =====
* Percentages are based on Members' Capital of $483,348,336.
The aggregate cost of investments for tax purposes was $489,192,212. Net
unrealized depreciation on investments for tax purposes was $6,106,572
consisting of $17,135,515 of gross unrealized appreciation and $23,242,087 of
gross unrealized depreciation.
The investments in Portfolio Funds shown above, representing 99.95% of Members'
Capital, have been fair valued.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
1
Aetos Capital Distressed Investment Strategies Fund, LLC
Schedule of Investments (Unaudited)
July 31, 2008
INVESTMENT STRATEGY AS A PERCENTAGE OF INVESTMENTS
(PIE CHART)
Distressed Investments 100.00%
% OF MEMBERS'
PORTFOLIO FUND NAME COST VALUE CAPITAL*
- ------------------- ------------ ------------ -------------
Aurelius Capital Partners, L.P. $ 55,500,000 $ 61,637,474 18.92%
King Street Capital, L.P. 51,050,000 61,904,821 19.00
One East Partners, L.P. 13,965,543 9,270,296 2.84
Silver Point Capital Fund, L.P. 51,100,000 58,083,039 17.83
Watershed Capital Partners, L.P. 11,050,000 12,708,584 3.90
------------ ------------ -----
Total $182,665,543 $203,604,214 62.49%
============ ============ =====
* Percentages are based on Members' Capital of $325,828,560.
The aggregate cost of investments for tax purposes was $201,344,568. Net
unrealized appreciation on investments for tax purposes was $2,259,646
consisting of $8,367,880 of gross unrealized appreciation and $6,108,234 of
gross unrealized depreciation.
The investments in Portfolio Funds shown above, representing 62.49% of Members'
Capital, have been fair valued.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
2
Aetos Capital Long/Short Strategies Fund, LLC
Schedule of Investments (Unaudited)
July 31, 2008
INVESTMENT STRATEGY AS A PERCENTAGE OF INVESTMENTS
(PIE CHART)
Short Equity Investments 9.37%
Long/Short Equity Investments 90.63%
% OF MEMBERS'
PORTFOLIO FUND NAME COST VALUE CAPITAL*
- ------------------- ------------ ------------ -------------
Bay Pond Partners, L.P. $ 32,000,000 $ 58,206,518 5.70%
Bay Resource Partners, L.P. 37,500,000 62,898,000 6.16
Bay II Resource Partners, L.P. 13,000,000 12,939,000 1.27
Bravura 99 Fund, L.P. 37,022,437 37,719,482 3.69
Cadian Fund LP 45,000,000 49,480,687 4.84
Cadmus Capital Partners (QP), L.P. 4,542,459 3,913,208 0.38
Cantillon Pacific, L.P. 13,000,000 15,372,152 1.50
Cantillon U.S., L.P. 22,699,464 24,507,041 2.40
Cantillon World, L.P. 30,000,000 26,231,982 2.57
Cavalry Technology, L.P. 17,233,039 25,977,963 2.54
Conatus Capital Partners LP 17,500,000 17,888,349 1.75
Copper River Partners, L.P. 36,000,000 45,729,346 4.48
The Elkhorn Fund, LLC 67,854,685 77,079,944 7.55
Highside Capital Partners, L.P. 48,361,169 79,652,342 7.80
Icarus Qualified Partners, L.P. 26,000,000 44,294,738 4.34
JL Partners, L.P. 51,015,887 69,678,114 6.82
Millgate Partners II, L.P. 22,000,000 21,631,024 2.12
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
3
Aetos Capital Long/Short Strategies Fund, LLC
Schedule of Investments (Unaudited) (Concluded)
July 31, 2008
% OF MEMBERS'
PORTFOLIO FUND NAME COST VALUE CAPITAL*
- ------------------- ------------ ------------ -------------
North River Partners, L.P. $ 45,650,000 $ 50,502,139 4.94%
UC Financials Fund Limited 43,000,000 37,584,161 3.68
ValueAct Capital Partners III, L.P. 75,000,000 70,926,941 6.94
Viking Global Equities, L.P. 55,000,000 97,886,741 9.58
Woodbourne Daybreak Global Fund L.P. 47,012,760 31,070,139 3.04
------------ ------------ -----
Total $786,391,900 $961,170,011 94.09%
============ ============ =====
* Percentages are based on Members' Capital of $1,021,553,544.
The aggregate cost of investments for tax purposes was $880,930,211. Net
unrealized appreciation on investments for tax purposes was $80,239,800
consisting of $116,724,616 of gross unrealized appreciation and $36,484,816 of
gross unrealized depreciation.
The investments in Portfolio Funds shown above, representing 94.09% of Members'
Capital, have been fair valued.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
4
Aetos Capital Market Neutral Strategies Fund, LLC
Schedule of Investments (Unaudited)
July 31, 2008
INVESTMENT STRATEGY AS A PERCENTAGE OF INVESTMENTS
(PIE CHART)
Multi-Strategy 16.71%
Quantitative Asset Allocation 83.29%
% OF MEMBERS'
PORTFOLIO FUND NAME COST VALUE CAPITAL*
- ------------------- ----------- ----------- -------------
AQR Absolute Return Institutional Fund, L.P. $10,000,000 $ 7,154,812 16.17%
GMO Mean Reversion Fund 26,000,000 35,671,313 80.63
----------- ----------- -----
Total $36,000,000 $42,826,125 96.80%
=========== =========== =====
* Percentages are based on Members' Capital of $44,241,588.
The aggregate cost of investments for tax purposes was $38,184,876. Net
unrealized appreciation on investments for tax purposes was $4,641,249
consisting of $6,701,390 of gross unrealized appreciation and $2,060,141 of
gross unrealized depreciation.
The investments in Portfolio Funds shown above, representing 96.80% of Members'
Capital, have been fair valued.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
5
Aetos Capital Opportunities Fund, LLC
Schedule of Investments (Unaudited)
July 31, 2008
INVESTMENT STRATEGY AS A PERCENTAGE OF INVESTMENTS
(PIE CHART)
Credit Related 13.07%
Event-Driven 6.07%
Long/Short Equity Investments 63.44%
Real Assets 17.42%
% OF MEMBERS'
PORTFOLIO FUND NAME COST VALUE CAPITAL*
- ------------------- ------------ ------------ -------------
Davidson Kempner Healthcare Fund L.P. $ 12,700,000 $ 11,566,242 6.81%
GMO U.S. Tactical Opportunities Fund (Onshore), L.P. 21,500,000 24,669,694 14.53
Joho Partners, L.P. 19,000,000 27,692,429 16.31
Pequot Short Credit Fund, L.P. 14,000,000 17,089,099 10.07
Samlyn Onshore Fund, L.P. 2,000,000 2,028,679 1.20
Sansar Capital, L.P. 18,000,000 16,979,555 10.00
Sheffield Institutional Partners, L.P. 8,500,000 7,942,862 4.68
Spindrift Partners, L.P. 18,000,000 22,769,151 13.41
------------ ------------ -----
Total $113,700,000 $130,737,711 77.01%
============ ============ =====
* Percentages are based on Members' Capital of $169,777,719.
The aggregate cost of investments for tax purposes was $119,514,830. Net
unrealized appreciation on investments for tax purposes was $11,222,881
consisting of $14,747,475 of gross unrealized appreciation and $3,524,594 of
gross unrealized depreciation.
The investments in Portfolio Funds shown above, representing 77.01% of Members'
Capital, have been fair valued.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
6
Statements of Assets and Liabilities
July 31, 2008
(Unaudited)
AETOS CAPITAL AETOS CAPITAL
AETOS CAPITAL DISTRESSED AETOS CAPITAL MARKET
MULTI-STRATEGY INVESTMENT LONG/SHORT NEUTRAL AETOS CAPITAL
ARBITRAGE STRATEGIES STRATEGIES STRATEGIES OPPORTUNITIES
FUND, LLC FUND, LLC FUND, LLC FUND, LLC FUND, LLC
-------------- ------------- -------------- ------------- -------------
ASSETS
Investments in Portfolio Funds, at cost $435,959,755 $182,665,543 $ 786,391,900 $36,000,000 $113,700,000
------------ ------------ -------------- ----------- ------------
Investments in Portfolio Funds, at value $483,085,640 $203,604,214 $ 961,170,011 $42,826,125 $130,737,711
Cash and cash equivalents 2,637,893 102,313,964 58,154,162 2,073,132 38,997,091
Prepaid investments -- -- 10,000,000 -- --
Receivable for sale of investments 2,301,378 21,216,693 507,128 -- 553,481
Accrued income 49,100 215,446 165,970 6,677 59,037
Prepaid tax withholding -- 2,968 -- -- 918
------------ ------------ -------------- ----------- ------------
Total assets 488,074,011 327,353,285 1,029,997,271 44,905,934 170,348,238
------------ ------------ -------------- ----------- ------------
LIABILITIES
Redemptions of Interests payable 3,377,892 177,819 5,296,112 523,899 16,690
Sales of Interests received in advance 839,520 971,701 2,256,779 -- 340,000
Investment management fees payable 307,240 207,113 649,350 28,122 107,919
Administration fees payable 38,986 24,760 76,858 4,270 13,549
Board of Managers' fees payable 6,845 6,845 6,845 6,845 6,845
Other accrued expenses 155,192 136,487 157,783 101,210 85,516
------------ ------------ -------------- ----------- ------------
Total liabilities 4,725,675 1,524,725 8,443,727 664,346 570,519
------------ ------------ -------------- ----------- ------------
NET MEMBERS' CAPITAL $483,348,336 $325,828,560 $1,021,553,544 $44,241,588 $169,777,719
============ ============ ============== =========== ============
MEMBERS' CAPITAL
Net capital $436,222,451 $304,889,889 $ 846,775,433 $37,415,463 $152,740,008
Net unrealized appreciation on
investments in Portfolio Funds 47,125,885 20,938,671 174,778,111 6,826,125 17,037,711
------------ ------------ -------------- ----------- ------------
Members' Capital $483,348,336 $325,828,560 $1,021,553,544 $44,241,588 $169,777,719
============ ============ ============== =========== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
7
Statements of Operations
For the six-month period ended July 31, 2008
(Unaudited)
AETOS CAPITAL AETOS CAPITAL
AETOS CAPITAL DISTRESSED AETOS CAPITAL MARKET
MULTI-STRATEGY INVESTMENT LONG/SHORT NEUTRAL AETOS CAPITAL
ARBITRAGE STRATEGIES STRATEGIES STRATEGIES OPPORTUNITIES
FUND, LLC FUND, LLC FUND, LLC FUND, LLC FUND, LLC
-------------- ------------- ------------- ------------- -------------
Investment income:
Interest $ 545,875 $ 773,094 $ 1,284,673 $ 572,450 $ 536,955
------------ ----------- ----------- ----------- ----------
Expenses:
Investment management fees 1,993,380 858,419 3,875,269 373,449 688,016
Administration fees 243,780 93,441 458,591 54,630 83,953
Board of Managers' fees 13,690 13,690 13,690 13,690 13,690
Professional fees 123,164 133,239 111,814 89,989 74,489
Custodian fees 28,241 12,990 53,460 6,517 10,727
Registration fees 4,468 4,421 11,686 3,998 4,533
Printing fees 2,000 2,000 2,000 2,000 2,000
Other expenses 5,005 8,035 6,738 7,046 5,913
------------ ----------- ----------- ----------- ----------
Total expenses 2,413,728 1,126,235 4,533,248 551,319 883,321
Fund expenses reimbursed -- (18,532) -- (17,826) --
------------ ----------- ----------- ----------- ----------
Net expenses 2,413,728 1,107,703 4,533,248 533,493 883,321
------------ ----------- ----------- ----------- ----------
Net investment income/(loss) (1,867,853) (334,609) (3,248,575) 38,957 (346,366)
------------ ----------- ----------- ----------- ----------
Net gain/(loss) on Portfolio Funds sold 6,912,179 3,682,236 7,268,771 6,340,304 (513,915)
Net change in unrealized
appreciation/(depreciation) on
investments in Portfolio Funds (10,527,118) (5,408,793) 29,138,858 (3,853,015) 1,231,063
------------ ----------- ----------- ----------- ----------
Net increase/(decrease) in Members'
Capital derived from
investment activities $ (5,482,792) $(2,061,166) $33,159,054 $ 2,526,246 $ 370,782
============ =========== =========== =========== ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
8
Statements of Changes in Members' Capital
For the six-month period ended July 31, 2008 and the year ended January 31, 2008
AETOS CAPITAL AETOS CAPITAL DISTRESSED
MULTI-STRATEGY INVESTMENT STRATEGIES
ARBITRAGE FUND, LLC FUND, LLC
--------------------------- ---------------------------
2/1/08 - 2/1/08 -
7/31/08 2/1/07 - 7/31/08 2/1/07 -
(UNAUDITED) 1/31/08 (UNAUDITED) 1/31/08
------------ ------------ ------------ ------------
From investment activities:
Net investment loss $ (1,867,853) $ (3,416,864) $ (334,609) $ (988,204)
Net gain/(loss) on Portfolio Funds sold 6,912,179 (590,910) 3,682,236 --
Net change in unrealized
appreciation/(depreciation) on
investments in Portfolio Funds (10,527,118) (6,045,867) (5,408,793) 6,980,993
------------ ------------ ------------ ------------
Net increase/(decrease) in Members' Capital
derived from investment activities (5,482,792) (10,053,641) (2,061,166) 5,992,789
------------ ------------ ------------ ------------
Distributions:
Tax withholding on behalf of foreign investors (590,193) (554,995) (650,842) (827,652)
------------ ------------ ------------ ------------
Total distributions (590,193) (554,995) (650,842) (827,652)
------------ ------------ ------------ ------------
Members' Capital transactions:
Proceeds from sales of Interests 34,169,327 209,871,597 47,236,591 77,603,591
Redemptions of Interests (97,510,411) (85,788,723) (14,118,526) (30,929,329)
Transfers of Interests (21,362,122) 13,018,220 126,996,007 6,620,192
------------ ------------ ------------ ------------
Net increase/(decrease) in Members' Capital
derived from capital transactions (84,703,206) 137,101,094 160,114,072 53,294,454
------------ ------------ ------------ ------------
Net increase/(decrease) in Members' Capital (90,776,191) 126,492,458 157,402,064 58,459,591
Members' Capital at beginning of period 574,124,527 447,632,069 168,426,496 109,966,905
------------ ------------ ------------ ------------
Members' Capital at end of period $483,348,336 $574,124,527 $325,828,560 $168,426,496
============ ============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
9
Statements of Changes in Members' Capital (continued)
For the six-month period ended July 31, 2008 and the year ended January 31, 2008
AETOS CAPITAL
AETOS CAPITAL LONG/SHORT MARKET NEUTRAL
STRATEGIES FUND, LLC STRATEGIES FUND, LLC
------------------------------- ---------------------------
2/1/08 - 2/1/08 -
7/31/08 2/1/07 - 7/31/08 2/1/07 -
(UNAUDITED) 1/31/08 (UNAUDITED) 1/31/08
-------------- -------------- ------------ ------------
From investment activities:
Net investment income/(loss) $ (3,248,575) $ (6,259,913) $ 38,957 $ (279,578)
Net gain on Portfolio Funds sold 7,268,771 41,772,879 6,340,304 5,325,193
Net change in unrealized
appreciation/(depreciation) on
investments in Portfolio funds 29,138,858 23,804,516 (3,853,015) (1,109,849)
-------------- -------------- ------------ ------------
Net increase in Members' Capital
derived from investment activities 33,159,054 59,317,482 2,526,246 3,935,766
-------------- -------------- ------------ ------------
Distributions:
Tax withholding on behalf of foreign investors (1,056,966) (1,684,374) (276,763) (384,458)
-------------- -------------- ------------ ------------
Total distributions (1,056,966) (1,684,374) (276,763) (384,458)
-------------- -------------- ------------ ------------
Members' Capital transactions:
Proceeds from sales of Interests 79,995,282 399,384,519 542,892 48,898,000
Redemptions of Interests (122,612,401) (149,063,587) (16,525,371) (16,371,443)
Transfers of Interests (11,304,021) (2,791,398) (74,745,267) (17,894,914)
-------------- -------------- ------------ ------------
Net increase/(decrease) in Members' Capital
derived from capital transactions (53,921,140) 247,529,534 (90,727,746) 14,631,643
-------------- -------------- ------------ ------------
Net increase/(decrease) in Members' Capital (21,819,052) 305,162,642 (88,478,263) 18,182,951
Members' Capital at beginning of period 1,043,372,596 738,209,954 132,719,851 114,536,900
-------------- -------------- ------------ ------------
Members' Capital at end of period $1,021,553,544 $1,043,372,596 $ 44,241,588 $132,719,851
============== ============== ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
10
Statement of Changes in Members' Capital (concluded)
For the six-month period ended July 31, 2008 and the year ended January 31, 2008
AETOS CAPITAL
OPPORTUNITIES FUND, LLC
---------------------------
2/1/08 -
7/31/08 2/1/07 -
(UNAUDITED) 1/31/08
------------ ------------
From investment activities:
Net investment loss $ (346,366) $ (639,118)
Net gain/(loss) on Portfolio Funds sold (513,915) 4,440,778
Net change in unrealized appreciation
on investments in Portfolio Funds 1,231,063 7,132,951
------------ ------------
Net increase in Members' Capital
derived from investment activities 370,782 10,934,611
------------ ------------
Distributions:
Tax withholding on behalf of foreign investors (185,253) (315,560)
------------ ------------
Total distributions (185,253) (315,560)
------------ ------------
Members' Capital transactions:
Proceeds from sales of Interests 7,809,236 68,442,924
Redemptions of Interests (5,455,541) (33,195,312)
Transfers of Interests (19,584,597) 1,047,900
------------ ------------
Net increase/(decrease) in Members' Capital
derived from capital transactions (17,230,902) 36,295,512
------------ ------------
Net increase/(decrease) in Members' Capital (17,045,373) 46,914,563
Members' Capital at beginning of period 186,823,092 139,908,529
------------ ------------
Members' Capital at end of period $169,777,719 $186,823,092
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
11
Statements of Cash Flows
For the six-month period ended July 31, 2008
(Unaudited)
AETOS CAPITAL AETOS CAPITAL
AETOS CAPITAL DISTRESSED AETOS CAPITAL MARKET
MULTI-STRATEGY INVESTMENT LONG/SHORT NEUTRAL AETOS CAPITAL
ARBITRAGE STRATEGIES STRATEGIES STRATEGIES OPPORTUNITIES
FUND, LLC FUND, LLC FUND, LLC FUND, LLC FUND, LLC
-------------- ------------- ------------- ------------- -------------
CASH FLOWS USED IN OPERATING ACTIVITIES
Purchases of Portfolio Funds $(24,355,466) $ (75,000,000) $ (55,022,437) $ (3,000,000) $ (2,000,000)
Sales of Portfolio Funds 73,914,216 21,216,693 63,096,534 37,022,436 18,486,085
Net investment income/(loss) (1,867,853) (334,609) (3,248,575) 38,957 (346,366)
Adjustments to reconcile net investment
income/(loss) to net cash provided
by/(used in) operating activities:
Increase in prepaid investments -- -- (10,000,000) -- --
Decrease/(increase) in accrued income 79,328 (148,280) 99,839 177,162 25,471
Increase in prepaid tax withholding -- (64) -- -- --
Decrease/(increase) in receivable for
sale of investments (1,574,035) (21,216,693) 5,254,451 1,622,102 17,298,126
Decrease in due from investment manager -- 7,295 -- 1,282 --
Increase/(decrease) in redemptions of
Interests payable 784,376 (563,782) 2,545,117 61,188 (567,491)
Increase/(decrease) in investment
management fees payable (58,703) 99,759 (15,688) (56,473) (11,161)
Decrease in administration fees payable (47,568) (1,742) (80,711) (16,490) (15,327)
Increase/(decrease) in other accrued
expenses (12,152) 8,994 (40,075) (7,922) (21,787)
------------ ------------- ------------- ------------ ------------
Net cash provided by/(used in) operating
activities 46,862,143 (75,932,429) 2,588,455 35,842,242 32,847,550
------------ ------------- ------------- ------------ ------------
DISTRIBUTIONS
Tax withholding on behalf of foreign
investors (590,193) (650,842) (1,056,966) (276,763) (185,253)
------------ ------------- ------------- ------------ ------------
Total distributions (590,193) (650,842) (1,056,966) (276,763) (185,253)
------------ ------------- ------------- ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase/(decrease) in sales of Interests
received in advance 589,520 871,701 1,506,779 (75,000) 265,000
Proceeds from sales of Interests 34,169,327 47,236,591 79,995,282 542,892 7,809,236
Redemptions of Interests (97,510,411) (14,118,526) (122,612,401) (16,525,371) (5,455,541)
Transfers of Interests (21,362,122) 126,996,007 (11,304,021) (74,745,267) (19,584,597)
------------ ------------- ------------- ------------ ------------
Net cash provided by/(used in) financing
activities (84,113,686) 160,985,773 (52,414,361) (90,802,746) (16,965,902)
------------ ------------- ------------- ------------ ------------
Net increase/(decrease) in cash and cash
equivalents (37,841,736) 84,402,502 (50,882,872) (55,237,267) 15,696,395
Cash and cash equivalents, beginning of
period 40,479,629 17,911,462 109,037,034 57,310,399 23,300,696
------------ ------------- ------------- ------------ ------------
Cash and cash equivalents, end of period $ 2,637,893 $ 102,313,964 $ 58,154,162 $ 2,073,132 $ 38,997,091
============ ============= ============= ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
12
Financial Highlights
AETOS CAPITAL MULTI-STRATEGY ARBITRAGE FUND, LLC
-----------------------------------------------------------------------
2/1/08 -
7/31/08 2/1/07 - 2/1/06 - 2/1/05 - 2/1/04 - 2/1/03 -
(UNAUDITED) 1/31/08 1/31/07 1/31/06 1/31/05 1/31/04
----------- -------- -------- -------- -------- --------
Total return(1) (0.98)% (1.76)% 10.36% 6.48% 2.98% 13.17%
Net assets, end of period (000's) $483,348 $574,125 $447,632 $320,267 $245,964 $35,075
Ratios to average net assets:
Expenses, before waivers and
reimbursements (2)(4) 0.91%(3) 0.90% 0.95% 0.95% 1.07% 5.04%
Expenses, net of waivers and
reimbursements (2)(4) 0.91%(3) 0.90% 0.95% 0.95% 1.00% 1.13%
Net investment loss, before
waivers and reimbursements (0.70)%(3) (0.62)% (0.75)% (0.77)% (0.96)% (4.87)%
Net investment loss, net of
waivers and reimbursements (0.70)%(3) (0.62)% (0.75)% (0.77)% (0.89)% (0.96)%
Portfolio turnover rate (5) 4.75% 14.01% 16.80% 6.24% 0.00% 0.00%
(1) Total return for periods less than one year have not been annualized. Tax
withholding on behalf of certain investors is treated as a reinvested
distribution.
(2) Expense ratios do not reflect the Fund's proportionate share of expenses of
the Portfolio Funds.
(3) Annualized.
(4) The expense ratios do not include the Program fees charged separately to
investors as described in Note 3 in the Notes to Financial Statements.
(5) Portfolio turnover rate for periods less than one year have not been
annualized.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
13
Financial Highlights (continued)
AETOS CAPITAL DISTRESSED INVESTMENT STRATEGIES FUND, LLC
---------------------------------------------------------------------
2/1/08 -
7/31/08 2/1/07 - 2/1/06 - 2/1/05 - 2/1/04 - 2/1/03 -
(UNAUDITED) 1/31/08 1/31/07 1/31/06 1/31/05 1/31/04
----------- -------- -------- -------- -------- --------
Total return(1) (0.24)% 4.32% 12.95% 8.46% 10.24% 22.13%
Net assets, end of period (000's) $325,829 $168,426 $109,967 $66,508 $45,254 $14,179
Ratios to average net assets:
Expenses, before waivers and
reimbursements (2)(4) 0.99%(3) 1.03% 1.08% 1.24% 1.55% 7.72%
Expenses, net of waivers and
reimbursements (2)(4) 0.97%(3) 0.99% 1.00% 1.00% 1.00% 1.18%
Net investment loss, before
waivers and reimbursements (0.31)%(3) (0.69)% (0.76)% (0.88)% (1.50)% (7.65)%
Net investment loss, net of
waivers and reimbursements (0.29)%(3) (0.65)% (0.68)% (0.64)% (0.95)% (1.11)%
Portfolio turnover rate (5) 13.28% 0.00% 13.69% 0.00% 0.00% 16.94%
(1) Total return for periods less than one year have not been annualized. Tax
withholding on behalf of certain investors is treated as a reinvested
distribution.
(2) Expense ratios do not reflect the Fund's proportionate share of expenses of
the Portfolio Funds.
(3) Annualized.
(4) The expense ratios do not include the Program fees charged separately to
investors as described in Note 3 in the Notes to Financial Statements.
(5) Portfolio turnover rate for periods less than one year have not been
annualized.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
14
Financial Highlights (continued)
AETOS CAPITAL LONG/SHORT STRATEGIES FUND, LLC
---------------------------------------------------------------------------
2/1/08 -
7/31/08 2/1/07 - 2/1/06 - 2/1/05 - 2/1/04 - 2/1/03 -
(UNAUDITED) 1/31/08 1/31/07 1/31/06 1/31/05 1/31/04
----------- ---------- -------- -------- -------- --------
Total return(1) 3.27% 7.04% 9.61% 11.66% 3.90% 12.88%
Net assets, end of period (000's) $1,021,554 $1,043,373 $738,210 $471,815 $325,337 $57,668
Ratios to average net assets:
Expenses, before waivers and
reimbursements (2)(4) 0.88%(3) 0.88% 0.92% 0.94% 1.05% 4.09%
Expenses, net of waivers and
reimbursements (2)(4) 0.88%(3) 0.88% 0.92% 0.94% 1.00% 1.14%
Net investment loss, before
waivers and reimbursements (0.63)%(3) (0.66)% (0.65)% (0.78)% (0.95)% (3.96)%
Net investment loss, net of
waivers and reimbursements (0.63)%(3) (0.66)% (0.65)% (0.78)% (0.90)% (1.01)%
Portfolio turnover rate (5) 5.77% 20.12% 6.13% 9.65% 4.06% 0.00%
(1) Total return for periods less than one year have not been annualized. Tax
withholding on behalf of certain investors is treated as a reinvested
distribution.
(2) Expense ratios do not reflect the Fund's proportionate share of expenses of
the Portfolio Funds.
(3) Annualized.
(4) The expense ratios do not include the Program fees charged separately to
investors as described in Note 3 in the Notes to Financial Statements.
(5) Portfolio turnover rate for periods less than one year have not been
annualized.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
15
Financial Highlights (continued)
AETOS CAPITAL MARKET NEUTRAL STRATEGIES FUND, LLC
---------------------------------------------------------------------
2/1/08 -
7/31/08 2/1/07 - 2/1/06 - 2/1/05 - 2/1/04 - 2/1/03 -
(UNAUDITED) 1/31/08 1/31/07 1/31/06 1/31/05 1/31/04
----------- -------- -------- -------- -------- ---------
Total return(1) 3.20% 3.11% 3.68% 4.19% 1.84% 2.81%
Net assets, end of period (000's) $44,242 $132,720 $114,537 $95,585 $82,230 $14,120
Ratios to average net assets:
Expenses, before waivers and
reimbursements (2)(4) 1.11%(3) 1.02% 1.02% 1.09% 1.33% 8.79%
Expenses, net of waivers and
reimbursements (2)(4) 1.07%(3) 1.00% 1.00% 1.00% 1.00% 1.15%
Net investment income/(loss),
before waivers and
reimbursements 0.04%(3) (0.24)% (0.71)% (0.74)% (1.28)% (8.69)%
Net investment income/(loss),
net of waivers and
reimbursements 0.08%(3) (0.22)% (0.69)% (0.65)% (0.95)% (1.05)%
Portfolio turnover rate (5) 4.83% 6.49% 10.29% 0.00% 45.70% 0.00%
(1) Total return for periods less than one year have not been annualized. Tax
withholding on behalf of certain investors is treated as a reinvested
distribution.
(2) Expense ratios do not reflect the Fund's proportionate share of expenses of
the Portfolio Funds.
(3) Annualized.
(4) The expense ratios do not include the Program fees charged separately to
investors as described in Note 3 in the Notes to Financial Statements.
(5) Portfolio turnover rate for periods less than one year have not been
annualized.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
16
Financial Highlights (concluded)
AETOS CAPITAL OPPORTUNITIES FUND, LLC
-------------------------------------------------
2/1/08 -
7/31/08 2/1/07 - 2/1/06 - 5/27/05* -
(UNAUDITED) 1/31/08 1/31/07 1/31/06
----------- -------- -------- ----------
Total return(1) (0.03)% 7.24% 2.41% 4.94%
Net assets, end of period (000's) $169,778 $186,823 $139,909 $72,856
Ratios to average net assets:
Expenses, before waivers and
reimbursements (2)(4) 0.96%(3) 0.97% 1.05% 1.44%(3)
Expenses, net of waivers and
reimbursements (2)(4) 0.96%(3) 0.97% 1.04% 1.07%(3)
Net investment loss, before
waivers and reimbursements (0.38)%(3) (0.37)% (0.57)% (1.11)%(3)
Net investment loss, net of
waivers and reimbursements (0.38)%(3) (0.37)% (0.56)% (0.74)%(3)
Portfolio turnover rate (5) 1.42% 24.25% 24.26% 0.00%
* Commencement of operations.
(1) Total return for periods less than one year have not been annualized. Tax
withholding on behalf of certain investors is treated as a reinvested
distribution.
(2) Expense ratios do not reflect the Fund's proportionate share of expenses of
the Portfolio Funds.
(3) Annualized.
(4) The expense ratios do not include the Program fees charged separately to
investors as described in Note 3 in the Notes to Financial Statements.
(5) Portfolio turnover rate for periods less than one year have not been
annualized.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
17
Notes to Financial Statements
July 31, 2008
(Unaudited)
1. ORGANIZATION
The Aetos Capital Multi-Strategy Arbitrage Fund, LLC, the Aetos Capital
Distressed Investment Strategies Fund, LLC, the Aetos Capital Long/Short
Strategies Fund, LLC, the Aetos Capital Market Neutral Strategies Fund, LLC and
the Aetos Capital Opportunities Fund, LLC (collectively the "Funds" and
individually a "Fund") were formed in the state of Delaware as limited liability
companies. The Funds are registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as closed-end, non-diversified, management investment
companies. Each of the Funds is a fund-of-funds. The Funds seek capital
appreciation by allocating their assets among a select group of private
investment funds (commonly known as hedge funds) ("Portfolio Funds") that
utilize a variety of alternative investment strategies specific for each Fund to
produce an attractive absolute return on invested capital, largely independent
of the various benchmarks associated with traditional asset classes. Aetos
Alternatives Management, LLC serves as the Investment Manager to the Funds.
The Funds operate under a master fund/feeder fund structure. Feeder Funds invest
substantially all of their investable assets in the Funds. As of July 31, 2008
the Feeder Funds' beneficial ownership of their corresponding Master Funds'
members' capital are 68%, 71%, 71%, 70% and 80% for the Aetos Capital
Multi-Strategy Arbitrage Cayman Fund, Aetos Capital Distressed Investment
Strategies Cayman Fund, Aetos Capital Long/Short Strategies Cayman Fund, Aetos
Capital Market Neutral Strategies Cayman Fund and Aetos Capital Opportunities
Cayman Fund, respectively.
The principal investment objective of each Fund is as follows:
Aetos Capital Multi-Strategy Arbitrage Fund, LLC seeks to produce an attractive
absolute return on invested capital, largely independent of the various
benchmarks associated with traditional asset classes, by allocating its assets
among a select group of portfolio managers that utilize a variety of arbitrage
strategies.
Aetos Capital Distressed Investment Strategies Fund, LLC seeks to produce an
attractive absolute return on invested capital, largely independent of the
various benchmarks associated with traditional asset classes, by allocating its
assets among a select group of portfolio managers across a variety of distressed
investment strategies.
Aetos Capital Long/Short Strategies Fund, LLC seeks to produce an attractive
absolute return on invested capital, largely independent of the various
benchmarks associated with traditional asset classes, by allocating its assets
among a select group of portfolio managers across a variety of long/short
strategies.
Aetos Capital Market Neutral Strategies Fund, LLC seeks to produce an attractive
absolute return on invested capital, largely independent of the various
benchmarks associated with traditional asset classes, by allocating its assets
among a select group of portfolio managers across a variety of market neutral
strategies.
18
Notes to Financial Statements (continued)
1. ORGANIZATION (CONTINUED)
Aetos Capital Opportunities Fund, LLC (the "Opportunities Fund") seeks capital
appreciation by investing its assets among a select group of alternative asset
managers employing different absolute return investment strategies in pursuit of
attractive risk-adjusted returns consistent with the preservation of capital.
The Funds may offer, from time to time, to repurchase outstanding members'
interests ("Interests") pursuant to written tenders by members. Repurchase
offers will be made at such times and on such terms as may be determined by the
Funds' Board of Managers (the "Board") in its sole discretion. The Funds may
offer to repurchase Interests four times each year, as of the last business day
of March, June, September and December.
2. SIGNIFICANT ACCOUNTING POLICIES
The Funds' financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America. The following is
a summary of the significant accounting policies followed by the Funds:
A. Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Investment
Manager to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from these estimates.
B. Portfolio Valuation and Security Transactions
The net asset values of the Funds are determined as of the close of business at
the end of each month in accordance with the valuation principles set forth
below or as may be determined from time to time pursuant to policies established
by the Board.
Investments in Portfolio Funds are presented in the accompanying financial
statements at fair value, as determined by the Funds' Investment Manager under
the general supervision of the Board. Such fair value generally represents a
Fund's pro-rata interest in the net assets of a Portfolio Fund as provided by
the Portfolio Funds. The Investment Manager considers information provided by
the Portfolio Funds regarding the methods they use to value underlying
investments in the Portfolio Funds in determining fair value.
Considerable judgment is required to interpret the factors used to develop
estimates of fair value. Accordingly, the estimates may not be indicative of the
amounts the Fund could realize in a current
19
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
B. Portfolio Valuation and Security Transactions (continued)
market exchange and the differences could be material to the financial
statements. The use of different factors or estimation methodologies could have
a significant effect on the estimated fair value.
Realized gains and losses from Portfolio Fund transactions are calculated on the
identified cost basis. Investments are recorded on the effective date of the
subscription in the Portfolio Fund.
In September, 2006, the Financial Accounting Standards Board ("FASB") released
Statement of Financial Accounting Standards ("SFAS") No. 157, which provides
enhanced guidance for using fair value to measure assets and liabilities. The
Funds adopted SFAS No. 157 on February 1, 2008. SFAS No. 157 establishes a fair
value hierarchy and specifies that a valuation technique used to measure fair
value shall maximize the use of observable inputs and minimize the use of
unobservable inputs. The objective of a fair value measurement is to determine
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date (an exit price). Accordingly, the fair value hierarchy gives
the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value hierarchy
under SFAS No. 157 are described below:
- Level 1 -- Unadjusted quoted prices in active markets for identical,
unrestricted assets or liabilities that the Fund has the ability to
access at the measurement date;
- Level 2 -- Quoted prices which are not active, or inputs that are
observable (either directly or indirectly) for substantially the full
term of the asset or liability; and
- Level 3 -- Prices, inputs or exotic modeling techniques which are both
significant to the fair value measurement and unobservable (supported
by little or no market activity).
20
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
B. Portfolio Valuation and Security Transactions (continued)
As required by SFAS No.157, investments are classified within the level of the
lowest significant input considered in determining fair value. Investments
classified within Level 3 consider several inputs and may include Level 1 or
Level 2 inputs as components of the overall fair value measurement. The table
below sets forth information about the level within the fair value hierarchy at
which the Funds' investments are measured at July 31, 2008:
AETOS CAPITAL MULTI-STRATEGY ARBITRAGE FUND, LLC
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
------- ------- ------------ ------------
Investments in other hedge funds $-- $-- $483,085,640 $483,085,640
=== === ============ ============
AETOS CAPITAL DISTRESSED INVESTMENT STRATEGIES FUND, LLC
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
------- ------- ------------ ------------
Investments in other hedge funds $-- $-- $203,604,214 $203,604,214
=== === ============ ============
AETOS CAPITAL LONG/SHORT STRATEGIES FUND, LLC
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
------- ------- ------------ ------------
Investments in other hedge funds $-- $-- $961,170,011 $961,170,011
=== === ============ ============
AETOS CAPITAL MARKET NEUTRAL STRATEGIES FUND, LLC
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
------- ------- ----------- -----------
Investments in other hedge funds $-- $-- $42,826,125 $42,826,125
=== === =========== ===========
AETOS CAPITAL OPPORTUNITIES FUND, LLC
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
------- ------- ------------ ------------
Investments in other hedge funds $-- $-- $130,737,711 $130,737,711
=== === ============ ============
21
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
B. Portfolio Valuation and Security Transactions (continued)
The following is a reconciliation of the investments in which significant
unobservable inputs (Level 3) were used in determining value:
AETOS CAPITAL AETOS CAPITAL
AETOS CAPITAL DISTRESSED AETOS CAPITAL MARKET
MULTI-STRATEGY INVESTMENT LONG/SHORT NEUTRAL AETOS CAPITAL
ARBITRAGE STRATEGIES STRATEGIES STRATEGIES OPPORTUNITIES
FUND, LLC FUND, LLC FUND, LLC FUND, LLC FUND, LLC
-------------- ------------- ------------- ------------- -------------
Beginning Balance as of 1/31/08 $536,259,329 $151,547,464 $932,836,479 $ 74,361,272 $146,506,648
Realized gain/(loss) 6,912,179 3,682,236 7,268,771 6,340,304 (513,915)
Change in unrealized
appreciation/(depreciation) (10,527,118) (5,408,793) 29,138,858 (3,853,015) 1,231,063
Net purchase/sales (49,558,750) 53,783,307 (8,074,097) (34,022,436) (16,486,085)
Net transfers in and/or out of Level 3 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
ENDING BALANCE AS OF 7/31/08 $483,085,640 $203,604,214 $961,170,011 $ 42,826,125 $130,737,711
============ ============ ============ ============ ============
C. Fund Income and Expenses
Each Fund bears its own expenses including, but not limited to: any taxes;
organizational expenses; offering costs; investment-related expenses incurred by
the Funds (e.g., fees and expenses charged by the Portfolio Managers and
Portfolio Funds, placement fees, professional fees, custody and administrative
fees). Most expenses of the Funds can be directly attributed to a particular
Fund. Expenses which cannot be directly attributed are apportioned among the
Funds based upon relative net assets or on another reasonable basis.
Interest income is recorded on an accrual basis and consists of interest earned
on cash and cash equivalents.
D. Income Taxes
Each Fund intends to continue to be treated as a partnership for Federal income
tax purposes. Each Member is responsible for the tax liability or benefit
relating to the Member's distributive share of taxable income or loss.
Accordingly, no provision for Federal income taxes is reflected in the
accompanying financial statements. The Funds withhold and pay taxes on U.S.
source income and U.S. effectively connected income, if any, allocated from
Portfolio Funds to the extent such income is not exempted from withholding under
the Internal Revenue Code and Regulations thereunder. The actual amount of such
taxes is not known until all Form K-1s from Portfolio Funds are received,
usually in the
22
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
D. Income Taxes (continued)
following tax year. Prior to the final determination the amount of tax is
estimated based on information available. The final tax could be different from
the estimated tax and the difference could be significant. Such withholdings are
listed as distributions in the Statements of Changes in Members' Capital, and
are allocated to the individual Members' Capital accounts to which they apply.
E. Distribution Policy
The Funds have no present intention of making periodic distributions of their
net investment income or capital gains, if any, to Members. The amount and
frequency of distributions, if any, will be determined in the sole discretion of
the Board.
F. Distributions from Portfolio Funds
Distributions from Portfolio Funds will be classified as investment income or
realized gains in the Statements of Operations, or alternatively, as a decrease
to the cost of the investments based on the U.S. income tax characteristics of
the distribution if such information is available. In cases where the tax
characteristics are not available, such distribution will be classified as
investment income.
G. Cash and Cash Equivalents
The Funds treat all highly liquid financial instruments that mature within three
months as cash equivalents.
3. INVESTMENT MANAGER FEE, RELATED PARTY TRANSACTIONS AND OTHER
The Funds pay the Investment Manager a monthly management fee (the "Management
Fee") at the annual rate of 0.75% of the net asset value of each Fund as of the
last day of the month (before any repurchases of Interests). The Investment
Manager is responsible for providing day-to-day investment management services
to the Funds, and for providing various administrative services to the Funds.
The Investment Manager contractually agreed to reimburse the Funds in order to
limit the Funds' other expenses (defined as total operating expenses excluding
the Management Fee) at 0.25% (0.35% in the case of the Opportunities Fund) of
each Fund's average monthly net assets, at least until May 31, 2008. Effective
June 1, 2008, the expense limitation for the Funds has been terminated.
The Investment Manager may also be paid a Program fee outside of the Funds for
services rendered to investors. The Program fee is paid directly by the
investors at an annual rate of up to 0.50% of an
23
Notes to Financial Statements (continued)
3. INVESTMENT MANAGER FEE, RELATED PARTY TRANSACTIONS AND OTHER (CONTINUED)
investor's assets in the Funds. The Investment Manager may also be paid an
annual performance-based incentive fee outside of the Funds based on the return
of an investor's account with the Investment Manager.
SEI Investments Global Funds Services (the "Administrator") provides certain
administration, accounting and investor services for the Funds. In consideration
for such services, each Fund pays the Administrator a monthly fee based on
month-end net assets at an annual rate of 0.12% on the first $250 million of net
assets, 0.10% on net assets between $250 million and $500 million and 0.08% on
net assets over $500 million, and will reimburse the Administrator for certain
out-of-pocket expenses.
SEI Private Trust Company acts as custodian (the "Custodian") for the Funds'
assets. In consideration for such services, each Fund pays the Custodian a
monthly fee, based on month-end net assets, at an annual rate of up to 0.01%.
Each Fund also pays the Custodian $3,000 annually to act as qualified Custodian
for its Cayman feeder fund.
Each Member of the Board who is not an "interested person" of the Funds as
defined by the 1940 Act receives an annual retainer of $32,000 and regular
quarterly meeting fees of $3,250 per meeting (additional meeting fees are $500
per meeting). The Chairman of the audit committee receives an additional annual
retainer of $1,900. Any Manager who is an "interested person" does not receive
any annual or other fee from the Funds. All Managers are reimbursed by the Funds
for reasonable out-of-pocket expenses.
Net profits or net losses of the Funds for each fiscal period are allocated
among and credited to or debited against the capital accounts of Members as of
the last day of each fiscal period in accordance with each Member's respective
investment percentage for each Fund. Net profits or net losses are measured as
the net change in the value of the net assets of a Fund during a fiscal period,
before giving effect to any repurchases of Interests in the Fund, and excluding
the amount of any items to be allocated among the capital accounts of the
Members of the Fund, other than in accordance with the Members' respective
investment percentages.
4. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, the Portfolio Funds in which the Funds invest
trade various financial instruments and enter into various investment activities
with off-balance sheet risk. These include, but are not limited to, short
selling activities, writing option contracts, and equity swaps. The Funds' risk
of loss in these Portfolio Funds is limited to the value of these investments
reported by the Portfolio Funds.
24
Notes to Financial Statements (continued)
5. CONCENTRATION OF RISK
The Funds invest primarily in Portfolio Funds that are not registered under the
1940 Act and invest in and actively trade securities and other financial
instruments using different strategies and investment techniques that may
involve significant risks. Such risks include those related to the volatility of
the equity, credit and currency markets, the use of leverage associated with
certain fixed income strategies, derivative contracts and in connection with
short positions, the potential illiquidity of certain instruments, and
counterparty and broker arrangements. These Portfolio Funds may invest a high
percentage of their assets in specific sectors of the market in order to achieve
a potentially greater investment return. As a result, the Portfolio Funds may be
more susceptible to economic, political, and regulatory developments in a
particular sector of the market, positive or negative, and may experience
increased volatility of the Portfolio Funds' net asset value. The Funds invest
in a limited number of Portfolio Funds. Such concentration may result in
additional risk.
Various risks are also associated with an investment in the Funds, including
risks relating to the multi-manager structure of the Funds, risks relating to
compensation arrangements and risks relating to the limited liquidity of
Interests.
In the normal course of business, the Funds enter into contracts that contain a
variety of representations which provide general indemnifications. Each Fund's
maximum exposure under these arrangements is unknown as this would involve
future claims that may be made against each Fund that have not yet occurred.
However, based on experience, the Funds expect the risk of loss to be remote.
6. INVESTMENT TRANSACTIONS
For the period ended July 31, 2008, purchases and sales of investments were as
follows:
FUND PURCHASES SALES
- ---- ----------- -----------
Aetos Capital Multi-Strategy Arbitrage Fund, LLC $24,355,466 $73,914,216
Aetos Capital Distressed Investment Strategies Fund, LLC 75,000,000 21,216,693
Aetos Capital Long/Short Strategies Fund, LLC 55,022,437 63,096,534
Aetos Capital Market Neutral Strategies Fund, LLC 3,000,000 37,022,436
Aetos Capital Opportunities Fund, LLC 2,000,000 18,486,085
7. INVESTMENTS
As of July 31, 2008, collectively the Funds had investments in forty-eight
Portfolio Funds, none of which were related parties. The following table lists
the Funds' investments in Portfolio Funds as of July 31, 2008. The agreements
related to investments in Portfolio Funds provide for compensation to the
general partners/managers in the form of management fees of 1.0% to 2.0% (per
annum) of the net assets and incentive fees or allocations of 10% to 20% of net
profits earned. The Portfolio Funds provide for periodic redemptions, with
lock-up provisions ranging from 3 months to 3 years from initial investment. The
liquidity provisions shown in the table apply after any applicable lock-up
provisions.
25
Notes to Financial Statements (continued)
7. INVESTMENTS (CONTINUED)
AETOS CAPITAL MULTI-STRATEGY ARBITRAGE FUND, LLC
FAIR VALUE % OF MEMBERS'
PORTFOLIO FUND NAME STRATEGY 7/31/2008 CAPITAL LIQUIDITY*
- ------------------- ------------------------------ ------------ ------------- -----------
Davidson Kempner Partners Multi-Strategy/Event Arbitrage $ 65,556,900 13.56% Quarterly
Farallon Capital Offshore
Investors, Inc. Multi-Strategy/Event Arbitrage 69,071,893 14.29 Annual
FFIP, L.P. Fixed Income Arbitrage 58,207,753 12.04 Annual
HBK Fund L.P. Multi-Strategy/Event Arbitrage 45,364,929 9.39 Quarterly
Ishin Fund, LLC Convertible Arbitrage 39,170,490 8.11 Annual
Lazard Emerging Income, L.P. Fixed Income Arbitrage 35,368,404 7.32 Monthly
Oceanwood Global
Opportunities Fund L.P. Multi-Strategy/Event Arbitrage 50,670,400 10.48 Annual
Parsec Trading Corp. Fixed Income Arbitrage 47,326,363 9.79 Monthly
Pequot Credit Opportunities
Fund, L.P. Credit Strategies 28,172,958 5.83 Annual
Pequot Short Credit Fund, L.P. Credit Strategies 41,333,438 8.55 Quarterly
Satellite Fund II, L.P. Multi-Strategy/Event Arbitrage 1,051,203 0.22 Annual
Sowood Alpha Fund, L.P. Multi-Strategy/Event Arbitrage 1,790,909 0.37 Annual
------------ -----
$483,085,640 99.95%
------------ -----
AETOS CAPITAL DISTRESSED INVESTMENT STRATEGIES FUND, LLC
FAIR VALUE % OF MEMBERS'
PORTFOLIO FUND NAME STRATEGY 7/31/2008 CAPITAL LIQUIDITY*
- ------------------- ------------------------------ ------------ ------------- -----------
Aurelius Capital Partners, L.P. Distressed Investments $ 61,637,474 18.92% Semi-Annual
King Street Capital, L.P. Distressed Investments 61,904,821 19.00 Quarterly
One East Partners, L.P. Distressed Investments 9,270,296 2.84 Quarterly
Silver Point Capital Fund, L.P. Distressed Investments 58,083,039 17.83 Annual
Watershed Capital Partners, L.P. Distressed Investments 12,708,584 3.90 Quarterly
------------ -----
$203,604,214 62.49%
------------ -----
* The liquidity of the Portfolio Funds may be further restricted due to
withdrawal limitations.
26
Notes to Financial Statements (continued)
7. INVESTMENTS (CONTINUED)
AETOS CAPITAL LONG/SHORT STRATEGIES FUND, LLC
FAIR VALUE % OF MEMBERS'
PORTFOLIO FUND NAME STRATEGY 7/31/2008 CAPITAL LIQUIDITY*
- ------------------- ------------------------------ ------------ ------------- -----------
Bay Pond Partners, L.P. Long/Short Equity Investments $ 58,206,518 5.70% Semi-Annual
Bay Resource Partners, L.P. Long/Short Equity Investments 62,898,000 6.16 Annual
Bay II Resource Partners, L.P. Long/Short Equity Investments 12,939,000 1.27 Quarterly
Bravura 99 Fund, L.P. Long/Short Equity Investments 37,719,482 3.69 Quarterly
Cadian Fund LP Long/Short Equity Investments 49,480,687 4.84 Quarterly
Cadmus Capital
Partners (QP), L.P. Long/Short Equity Investments 3,913,208 0.38 Quarterly
Cantillon Pacific, L.P. Long/Short Equity Investments 15,372,152 1.50 Quarterly
Cantillon U.S., L.P. Long/Short Equity Investments 24,507,041 2.40 Quarterly
Cantillon World, L.P. Long/Short Equity Investments 26,231,982 2.57 Quarterly
Cavalry Technology, L.P. Long/Short Equity Investments 25,977,963 2.54 Annual
Conatus Capital Partners LP Long/Short Equity Investments 17,888,349 1.75 Quarterly
Copper River Partners, L.P. Short Equity Investments 45,729,346 4.48 Annual
The Elkhorn Fund, LLC Long/Short Equity Investments 77,079,944 7.55 Quarterly
Highside Capital Partners, L.P. Long/Short Equity Investments 79,652,342 7.80 Annual
Icarus Qualified Partners, L.P. Short Equity Investments 44,294,738 4.34 Annual
JL Partners, L.P. Long/Short Equity Investments 69,678,114 6.82 Quarterly
Millgate Partners II, L.P. Long/Short Equity Investments 21,631,024 2.12 Quarterly
North River Partners, L.P. Long/Short Equity Investments 50,502,139 4.94 Quarterly
UC Financials Fund Limited Long/Short Equity Investments 37,584,161 3.68 Monthly
ValueAct Capital
Partners III, L.P. Long/Short Equity Investments 70,926,941 6.94 Annual
Viking Global Equities, L.P. Long/Short Equity Investments 97,886,741 9.58 Annual
Woodbourne Daybreak Global
Fund L.P. Long/Short Equity Investments 31,070,139 3.04 Quarterly
------------ -----
$961,170,011 94.09%
------------ -----
AETOS CAPITAL MARKET NEUTRAL STRATEGIES FUND, LLC
FAIR VALUE % OF MEMBERS'
PORTFOLIO FUND NAME STRATEGY 7/31/2008 CAPITAL LIQUIDITY*
- ------------------- ------------------------------ ------------ ------------- -----------
AQR Absolute Return
Institutional Fund, L.P. Multi-Strategy $ 7,154,812 16.17% Quarterly
GMO Mean Reversion Fund Quantitative Asset Allocation 35,671,313 80.63 Quarterly
------------ -----
$ 42,826,125 96.80%
------------ -----
* The liquidity of the Portfolio Funds may be further restricted due to
withdrawal limitations.
27
Notes to Financial Statements (continued)
7. INVESTMENTS (CONTINUED)
AETOS CAPITAL OPPORTUNITIES FUND, LLC
FAIR VALUE % OF MEMBERS'
PORTFOLIO FUND NAME STRATEGY 7/31/2008 CAPITAL LIQUIDITY*
- ------------------- ------------------------------ ------------ ------------- -----------
Davidson Kempner Healthcare
Fund L.P. Long/Short Equity Investments $ 11,566,242 6.81% Semi-Annual
GMO U.S. Tactical Opportunities
Fund (Onshore), L.P. Long/Short Equity Investments 24,669,694 14.53 Monthly
Joho Partners, L.P. Long/Short Equity Investments 27,692,429 16.31 Semi-Annual
Pequot Short Credit Fund, L.P. Credit Related 17,089,099 10.07 Quarterly
Samlyn Onshore Fund, L.P. Long/Short Equity Investments 2,028,679 1.20 Semi-Annual
Sansar Capital, L.P. Long/Short Equity Investments 16,979,555 10.00 Quarterly
Sheffield Institutional
Partners, L.P. Event-Driven 7,942,862 4.68 Annual
Spindrift Partners, L.P. Real Assets 22,769,151 13.41 Semi-Annual
------------ -----
$130,737,711 77.01%
------------ -----
* The liquidity of the Portfolio Funds may be further restricted due to
withdrawal limitations.
8. SUBSEQUENT EVENTS
Through September 1, 2008, the Funds received the following contributions:
FUND AMOUNT
- ---- -----------
Aetos Capital Multi-Strategy Arbitrage Fund, LLC $17,897,658
Aetos Capital Distressed Investment Strategies Fund, LLC 44,707,031
Aetos Capital Long/Short Strategies Fund, LLC 37,332,109
Aetos Capital Market Neutral Strategies Fund, LLC --
Aetos Capital Opportunities Fund, LLC 5,752,158
and paid no redemptions.
The following table summarizes the redemption requests received by the Funds as
of July 31, 2008:
% OF
NUMBER OF ESTIMATED REDEMPTION MEMBERS'
FUND INVESTORS AMOUNT AS OF 7/31/08 CAPITAL
- ---- --------- -------------------- --------
Aetos Capital Multi-Strategy Arbitrage Fund, LLC 8 $43,561,288 9.01%
Aetos Capital Distressed Investment Strategies Fund, LLC 5 7,509,412 2.30%
Aetos Capital Long/Short Strategies Fund, LLC 7 32,557,932 3.19%
Aetos Capital Market Neutral Strategies Fund, LLC 6 1,165,781 2.64%
Aetos Capital Opportunities Fund, LLC 4 548,589 0.32%
28
Notes to Financial Statements (continued)
9. RECENT ACCOUNTING PRONOUNCEMENTS
The Funds adopted FASB Interpretation No. 48 "ACCOUNTING FOR UNCERTAINTY IN
INCOME TAXES, AN INTERPRETATION OF FASB STATEMENT NO. 109" ("FIN 48"), as
required, on February 1, 2007. FIN 48 requires the Investment Manager to
determine whether a tax position of a Fund is more likely than not to be
sustained upon examination by the applicable taxing authority, including
resolution of any related appeals or litigation processes, based on the
technical merits of the position. The tax benefit to be recognized is measured
as the largest amount of benefit that is greater than fifty percent likely of
being realized upon ultimate settlement which could result in the Fund recording
a tax liability that would reduce net assets. FIN 48 must be applied to all
existing tax positions upon initial adoption and the cumulative effect, if any,
is to be reported as an adjustment to net assets as of February 1, 2007.
Based on its analysis, the Investment Manager has determined that the adoption
of FIN 48 did not have a material impact on the Funds' financial statements.
However, the Investment Manager's conclusions regarding FIN 48 may be subject to
review and adjustment at a later date based on factors including, but not
limited to, further implementation guidance expected from the FASB, and on-going
analyses of tax laws, regulations and interpretations thereof.
10. COMMITMENTS
At July 31, 2008, the Funds had made commitments to purchase underlying funds as
follows:
FUND AMOUNT
- ---- -----------
Aetos Capital Multi-Strategy Arbitrage Fund, LLC $ --
Aetos Capital Distressed Investment Strategies Fund, LLC --
Aetos Capital Long/Short Strategies Fund, LLC
Cantillon World, L.P. 10,000,000
-----------
10,000,000
-----------
Aetos Capital Market Neutral Strategies Fund, LLC --
Aetos Capital Opportunities Fund, LLC --
29
Notes to Financial Statements (concluded)
10. COMMITMENTS (CONTINUED)
At July 31, 2008, the Funds had submitted redemption requests from the
underlying funds as follows:
FUND AMOUNT
- ---- -----------
Aetos Capital Multi-Strategy Arbitrage Fund, LLC
Farallon Capital Offshore Investors, Inc. $10,000,000
HBK Fund L.P. 10,300,000
Lazard Emerging Income, L.P. 20,000,000
Pequot Credit Opportunities Fund, L.P. 7,000,000
Pequot Short Credit Fund, L.P. 10,000,000
-----------
57,300,000
-----------
Aetos Capital Distressed Investment Strategies Fund, LLC
One East Partners, L.P. 9,270,296
-----------
9,270,296
-----------
Aetos Capital Long/Short Strategies Fund, LLC
Cavalry Technology, L.P. 25,977,963
UC Financials Fund Limited (90% of market value) 37,584,161
-----------
63,562,124
-----------
Aetos Capital Market Neutral Strategies Fund, LLC
AQR Absolute Return Institutional Fund, L.P. 7,154,812
-----------
7,154,812
-----------
Aetos Capital Opportunities Fund, LLC --
30
Shareholder Voting Results
July 31, 2008
(Unaudited)
At a special meeting held on February 18, 2008, Fund investors were asked to
consider the approval of successor investment advisory agreements. Each
successor investment advisory agreement was approved as summarized in the
following table:
AMOUNT OF % OF
INTERESTS AS OF % OF INTERESTS INTERESTS
12/31/07 OUTSTANDING VOTED
--------------- -------------- ---------
Aetos Capital Multi-Strategy Arbitrage Fund, LLC
Affirmative 388,780,143 66.75% 100.00%
Against -- 0.00% 0.00%
Total 388,780,143 66.75% 100.00%
Aetos Capital Distressed Investment Strategies Fund, LLC
Affirmative 107,758,909 62.83% 100.00%
Against -- 0.00% 0.00%
Total 107,758,909 62.83% 100.00%
Aetos Capital Long/Short Strategies Fund, LLC
Affirmative 703,254,016 65.10% 100.00%
Against -- 0.00% 0.00%
Total 703,254,016 65.10% 100.00%
Aetos Capital Market Neutral Strategies Fund, LLC
Affirmative 81,732,187 60.57% 100.00%
Against -- 0.00% 0.00%
Total 81,732,187 60.57% 100.00%
Aetos Capital Opportunities Fund, LLC
Affirmative 122,113,794 62.71% 100.00%
Against -- 0.00% 0.00%
Total 122,113,794 62.71% 100.00%
31
Approval of Investment Advisory Agreements
July 31, 2008
(Unaudited)
At a meeting held in person on July 24, 2008, the Board of Managers of each
Fund, including the independent board members (the "Boards"), discussed the
materials previously provided to them and reviewed the nature, quality and scope
of the services provided to the Funds by Aetos. The Boards considered the impact
of Mr. James Allwin's death on Aetos Alternatives Management, LLC (the
"Investment Manager") and the services to be provided by the Investment Manager,
including the change in the ownership structure of the Investment Manager and
the need to consider potential future changes in the Investment Manager's
ownership structure. The Boards discussed the materials provided to them prior
to the meeting and reviewed the nature, quality and scope of the services
provided to each Fund by the Investment Manager. The Boards also considered the
fees charged under the original investment advisory agreements and interim
investment advisory agreements (together, the "Investment Advisory Agreements")
and proposed to be charged under the Successor Investment Advisory Agreements,
as well as each Fund's performance, and reviewed the comparative fee and
performance data previously provided by the Investment Manager. They also
considered the information provided by the Investment Manager regarding the
Investment Manager's financial performance and profitability. The Boards
reviewed reports from third parties and the Investment Manager about the
foregoing factors. In considering the approval of the Successor Investment
Advisory Agreement for each Fund, the Board members gave particular
consideration to the following factors:
NATURE, EXTENT AND QUALITY OF SERVICES
The Board of each Fund reviewed and considered the nature and extent of the
investment advisory services previously provided by the Investment Manager to
the Funds under the Investment Advisory Agreements, and proposed to be provided
under the Successor Investment Advisory Agreements, including the selection of
underlying hedge funds ("Portfolio Funds"), allocation of each Fund's assets
among, and monitoring performance of, Portfolio Funds, evaluation of risk
exposure of Portfolio Funds and reputation, experience and training of Portfolio
Funds' investment managers ("Portfolio Managers"), management of short-term cash
and operations of each Portfolio Fund, and day-to-day portfolio management and
general due diligence examination of Portfolio Funds before and after committing
assets of each Fund for investment. The Boards also reviewed and considered the
nature and extent of the non-advisory, administrative services provided by the
Investment Manager under the Investment Advisory Agreements, including, among
other things, providing to each Fund office facilities, equipment and personnel.
The Boards also reviewed and considered the qualifications of the portfolio
managers, the senior administrative managers and other key personnel of the
Investment Manager who provide the investment advisory and administrative
services to each Fund. The Boards considered the impact of Mr. Allwin's death on
the Investment Manager and the services to be provided by the Investment
Manager.
32
Approval of Investment Advisory Agreements (continued)
The Boards determined that the Investment Managers' portfolio managers and key
personnel are well qualified by education and/or training and experience to
perform the services in an efficient and professional manner. The Boards
concluded that the overall quality of the advisory and administrative services
was satisfactory.
PERFORMANCE RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER ADVISERS
The Boards reviewed the performance of each Fund based on information provided
by the Investment Manager that showed each Fund's return for its most recent
fiscal year as compared to the return of other comparable registered
funds-of-hedge-funds for their most recent fiscal years. The Boards considered
each Fund's positive performance since inception and the relative lack of
correlation of such performance to fixed income or equity indices generally or
to any one Portfolio Fund, and the relatively low level of performance
volatility of the Funds. The Boards concluded that each Fund's performance was
satisfactory.
FEES AND EXPENSES RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER ADVISERS
The Boards reviewed the management fee rate (the "Management Fee") and total
expense ratio of each Fund. The Boards also reviewed the annual separate program
(the "Program") fee of up to 0.50% and the performance fee of up to 10% of
aggregate Program net profits above the return of the 90 day Treasury Bill (the
"Incentive Fee") payable to the Investment Manager by investors in the Funds.
The Boards noted that the Investment Manager had contractually agreed to cap
"other expenses," other than extraordinary or non-recurring expenses, at 0.25%
(0.35% with respect to the Aetos Capital Opportunities Fund, LLC) at least until
May 31, 2008, so that the net expenses (excluding the Incentive Fee) do not
exceed (a) 1.50% (1.60% with respect to an investor in the Aetos Capital
Opportunities Fund, LLC) of an investor's average monthly Program assets
(assuming that the maximum Program fee applies), with respect to investors
participating in the Program or (b) 1.00% (1.10% with respect to an investor in
the Aetos Capital Opportunities Fund, LLC) of an investor's average monthly Fund
assets, with respect to investors investing directly in the Funds. The Boards
also reviewed a report prepared by the Investment Manager comparing the fees
payable by each Fund to those payable by other comparable registered
funds-of-hedge-funds. The Boards noted that the fees payable to the Investment
Manager, including the Program fee and the Incentive Fee, were lower than or
comparable to the fees payable to the advisers of most comparable registered
funds-of-hedge-funds. The Board concluded that each Fund's Management Fee,
Program fee, Incentive Fee and total expense ratio were reasonable and
satisfactory in light of the services provided.
BREAKPOINTS AND ECONOMIES OF SCALE
The Boards reviewed the structure of each Fund's Management Fee schedule under
the Investment Advisory Agreements and noted that it does not include any
breakpoints. The Boards considered that each Fund's Management Fee was 0.75% and
concluded that the fee was sufficiently low that the Boards did not need to
consider adding breakpoints at this time. The Boards also determined that, given
the relative size of each Fund, economies of scale were not a factor that needed
to be considered at this time.
33
Approval of Investment Advisory Agreements (concluded)
PROFITABILITY OF ADVISER AND AFFILIATES
The Boards considered and reviewed information concerning the costs incurred and
profits realized by the Investment Manager and its affiliates during the
previous year from the Investment Manager's relationship with each Fund. The
Boards noted that the Funds' investor base consists of sophisticated investors
that are capable of evaluating whether the fees charged and the services
provided by the Investment Manager are appropriate. The Boards noted that the
Investment Manager had become profitable in 2005 for the first time, and that
its profit margins had not been substantial since that time. Based on their
review of the information they received, the Boards concluded that the profits
earned by the Investment Manager and its affiliates were not excessive in light
of the advisory, administrative and other services provided to each Fund.
GENERAL CONCLUSION
After considering and weighing all of the above factors, the Board of each Fund
concluded it would be in the best interest of the Funds and its Members to
approve the Successor Investment Advisory Agreements.
34
ITEM 2. CODE OF ETHICS.
Not applicable for semi-annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable for semi-annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable for semi-annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable for semi-annual report.
ITEM 6. SCHEDULE OF INVESTMENTS.
Included as part of the report to shareholders filed under Item 1 of this Form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable for semi-annual report.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable for semi-annual report.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND
AFFILIATED PURCHASERS.
Not applicable as Interests of the Fund are not registered pursuant to Section
12 of the Exchange Act.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the Registrant's board of directors since the Registrant's
last proxy solicitation.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The certifying officers, whose certifications are included herewith, have
evaluated the registrant's disclosure controls and procedures within 90 days of
the filing date of this report. In their opinion, based on their evaluation, the
registrant's disclosure controls and procedures are adequately designed, and are
operating effectively to ensure, that information required to be disclosed by
the registrant in the reports it files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.
(b) There were no significant changes in the registrant's internal control over
financial reporting that occurred during the registrant's last fiscal half-year
that have materially affected, or are reasonably likely to materially affect,
the registrant's internal control over financial reporting.
ITEMS 12. EXHIBITS.
(a)(1) Not applicable for semi-annual report.
(a)(2) A separate certification for the principal executive officer and the
principal financial officer of the registrant as required by Rule 30a-2(a) under
the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed
herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the Investment
Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing
as an Exhibit.
- --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Aetos Capital Multi-Strategy Arbitrage Fund, LLC
By (Signature and Title)* /s/ Michael F. Klein
-----------------------------------
Michael F. Klein, President
Date: 10/8/08
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Michael F. Klein
-----------------------------------
Michael F. Klein, President
Date: 10/8/08
By (Signature and Title)* /s/ Scott D. Sawyer
-----------------------------------
Scott D. Sawyer, Treasurer
Date: 10/8/08
* Print the name and title of each signing officer under his or her signature.