CERTIFICATE OF FORMATION
OF
FORTRESS BROOKDALE INVESTMENT FUND LLC
The undersigned, the manager of Fortress Brookdale Investment
Fund LLC, desiring to form a Limited Liability Company pursuant to the
Delaware Limited Liability Company Act (16 Del. C.ss. 18-101 et seq.),
certifies as follows:
1. The name of the company is Fortress Brookdale Investment
Fund LLC.
2. The registered office of Fortress Brookdale Investment Fund
LLC is The Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801.
3. The registered agent for service of process of Fortress
Brookdale Investment Fund LLC is The Corporation Trust Company having a
business office which is identical with Fortress Brookdale Investment Fund
LLC registered office.
Dated: August 30, 2000
Fortress Brookdale Investment Fund LLC
By: /s/ Deborah M. Reusch
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Name: Deborah M. Reusch
Title: Authorized Person
