CODE OF ETHICS FOR COVERED OFFICERS OF
INVESTMENT COMPANIES ADVISED BY AETOS ALTERNATIVES MANAGEMENT, LLC
The Board of Managers of each registered investment company listed on Schedule A
hereto (each a "Fund" and collectively, the "Funds") has adopted the following
Code of Ethics (the "Code") applicable to its President and Treasurer ("Covered
Officers") of Funds advised by Aetos Alternatives Management, LLC ("Aetos") to
ensure the continuing integrity of financial reporting and transactions. The
Covered Officers covered by the Code are listed on Schedule B hereto.
I. SEPARATE CODE
This Code is the sole code of ethics adopted by the Funds for purposes of
Section 406 of the Sarbanes-Oxley Act of 2002. Insofar as any other code of
ethics previously adopted by Aetos sets forth the fundamental principles and key
policies and procedures that govern the conduct of all of Aetos' employees,
including the Covered Officers, such prior code of ethics is superceded by this
Code to the extent that such principles, policies and procedures conflict with
the provisions of this Code. The Funds' and Aetos' codes of ethics under Rule
17j-1 under the Investment Company Act of 1940 (the "Investment Company Act")
are separate requirements applying to the Covered Officers and others, and are
not part of this Code. In addition to this Code or any other code of ethics
previously adopted by Aetos, the Investment Company Act and the Investment
Advisers Act of 1940 (the "Advisers Act") and rules promulgated thereunder
contain many specific provisions designed to protect the Funds from conflicts of
interest and overreaching. Any conduct by Covered Officers required by specific
Investment Company Act or Advisers Act provisions or the rules thereunder is
presumed to be in compliance with this Code. Each Covered Officer is accountable
for his or her adherence to this Code and Aetos' policies. Any violation of this
Code by a Covered Officer may result in disciplinary action, including immediate
dismissal.
II. REQUIREMENTS
All Covered Officers must:
1. Engage in and promote honest and ethical conduct, including
the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;
2. Act responsibly in producing and produce, full, fair,
accurate, timely, and understandable disclosure in reports and
documents that the Funds file with, or submit to, the
Securities and Exchange Commission (the "SEC") and in other
public communications made by the Funds;
3. Comply with applicable governmental laws, rules and
regulations;
4. Promptly report suspected material violations of this Code,
including violations of securities laws or other laws, rules
and regulations applicable to the Funds, to Aetos' General
Counsel and the Audit Committee; and
5. Promote accountability for adherence to the Code.
Each Covered Officer must act with integrity, including being honest and candid
while still maintaining the confidentiality of information where required by law
or Aetos' policies, and place the interests of the Funds before the Covered
Officer's own personal interests.
Each Covered Officer is required to familiarize himself with the disclosure
requirements applicable to each Fund and must not knowingly misrepresent or fail
to disclose, or cause others to misrepresent or fail to disclose, material facts
about a Fund to others, including, but not limited to, officers and counsel to
Aetos and the Funds, and their respective independent managers, independent
auditors and governmental regulators. Each Covered Officer should, to the extent
appropriate within his area of responsibility, consult with other officers and
employees of the Funds and Aetos with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the reports and documents the
Funds file with, or submit to, the SEC and in other public communications made
by the Funds.
It is the responsibility of each Covered Officer to promote compliance with the
standards and restrictions imposed by applicable laws, rules and regulations.
III. AVOIDANCE OF CONFLICTS
The overarching principle of this Code is that the personal interests of a
Covered Officer should not be placed improperly before the interests of the
Funds. As a result, each Covered Officer must: (i) handle any actual or apparent
conflict of interest in an ethical manner; (ii) not use his or her personal
influence or personal relationships to influence investment decisions or
financial reporting by a Fund whereby the Covered Officer would benefit
personally (directly or indirectly) to the detriment of the Fund; (iii) not
cause a Fund to take action, or fail to take action, for the personal benefit of
the Covered Officer rather than the benefit of such Fund; and (iv) not use
material non-public knowledge pertaining to a Fund.
IV. COMPLIANCE AND ANNUAL ACKNOWLEDGMENT
Each Fund will follow certain procedures in investigating and enforcing this
Code, including, but not limited to, the following: (i) all violations and
potential violations will be reported to the General Counsel of Aetos; (ii) the
General Counsel of Aetos will take all appropriate action to investigate any
potential violations; (iii) if the General Counsel of Aetos determines that a
violation has occurred, he or she will take all appropriate disciplinary or
preventive action and inform the Board of Managers of the Fund of his or her
decision; and (iv) all changes to or waivers of this Code will, to the extent
required, be disclosed on Form N-CSR or otherwise as provided by SEC rules.
Each Covered Officer is required: (i) upon receipt of the Code, to sign and
submit to the General Counsel an acknowledgment stating that he or she has
received, read and understands the Code; (ii) annually thereafter to submit a
statement to the General Counsel confirming that he or she has received, read
and understands the Code and has complied with the requirements of the Code;
(iii) not to retaliate against any employee subordinate to the Covered Officer
for reports of potential violations that are made in good faith; and (iv) to
notify the General Counsel of Aetos, as appropriate, if the Covered Officer
observes any irregularities or violations of this Code.
V. AMENDMENTS AND WAIVERS
Except with respect to Schedules A and B hereto, which may be updated at any
time, this Code may be amended only by the Board of Managers of each Fund at a
meeting of the Board of Managers duly called for that purpose. Waivers, as
defined in Form N-CSR, from this Code may be granted only by the Board of
Managers of each affected Fund at a meeting of the Board of Managers duly called
for that purpose.
Date: October 15, 2003
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APPENDIX A
NAME OF FUND
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
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APPENDIX B
NAME OF OFFICER TITLE
Michael F. Klein President
Scott D. Sawyer Treasurer
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