CONSOLIDATED CODE OF ETHICS
OF
FORTRESS REGISTERED INVESTMENT TRUST
FORTRESS BROOKDALE INVESTMENT FUND LLC
FIG ADVISORS LLC
Dated as of August 16, 2000
Amended through September 13, 2000
Pursuant to
Ride 17j-l(b) Under the Investment
Company Act of 1940, as amended
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1. Purpose and Standards of Conduct
This Code of Ethics has been adopted by Fortress Registered
Investment Trust and Fortress Brookdale Investment Fund LLC (each, a
"Company") and FIG Advisors LLC ("FIG Advisors") in accordance with Rule
17j-1(b) under the Investment Company Act of 1940, as amended (the "Act").
Rule 17j-1(b) generally proscribes fraudulent or manipulative practices
with respect to purchases or sales of securities held or to be acquired by
investment companies registered under the Act, if effected by associated
persons of such investment companies. The purpose of this Code of Ethics is
to provide each Company and FIG Advisors with regulations and procedures
designed to comply with the Act and, in particular, Rule 17j-l(a) which
states:
(a) It shall be unlawful for any affiliated person or principal
underwriter for a registered investment company, or any
affiliated person of an investment adviser or principal
underwriter for a registered investment company in connection
with the purchase or sale, directly or indirectly, by such
person of a security held or to be acquired, as defined in this
section by such registered investment company--
1. To employ any device, scheme or artifice to defraud such
registered investment company;
2. To make to such registered investment company any untrue
statement of a material fact or omit to state to such
registered investment company material facts necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
3. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any such
registered investment company; or
4. To engage in any manipulative practice with respect to such
registered investment company.
This Code of Ethics also proscribes securities transactions
involving insider trading (as described below) as well as possible
conflicts of interest.
2. Application
(a) This Code of Ethics applies to the "access persons" of each
Company (as such term is defined in Section 3 below). Each access person
must read, acknowledge receipt of and retain this Code of Ethics.
(b) FIG Advisors will maintain a list of the access persons of
the Trust and will provide each access person with a copy of this Code of
Ethics.
3. Definitions
For the purposes of this Code of Ethics, the following
definitions shall apply:
(a) "Access person" means any trustee manager or director,
officer or "advisory person" (as defined below in subparagraph (b)) of a
Company or a Company's Investment Adviser.
(b) "Advisory person" of a Company or the Investment Adviser
means (i) any employee of FIG Advisors or a Company or of any company in a
control relationship to a Company who, in connection with his or her
regular functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of a security (as defined below in
subparagraph (d)) by a Company, or whose functions related to the making of
any recommendations with respect to such purchases or sales; and (ii) any
natural person, if any, in a control relationship to a Company who obtains
information concerning recommendations made to a Company with regard to the
purchase or sale of a security.
(c) A security is "being considered for purchase or sale" when
a recommendation to purchase or sell a security has been made and
communicated or, with respect to the person making the recommendation, when
such person seriously considers making such a recommendation.
(d) "Beneficial ownership" shall be interpreted in the same
manner as the definition of "beneficial owner" set forth in Rule
16a-l(a)(2) under the Securities Exchange Act of 1934, as amended, and
shall refer to a direct or indirect pecuniary interest in securities, the
benefits of which are enjoyed, directly or indirectly by any person by
reason of any contract, arrangement, understanding, relationship (such as,
for example, that person's spouse, children or other close familial
relationship), agreement or otherwise a direct or indirect pecuniary
interest, and by reason of which such person should be regarded as the true
owner, although such securities may not be registered or standing on the
books of the issuer in the name of such person. Thus, for example,
securities held for a person's benefit in the names of others, such as
nominees, trustees and other fiduciaries, securities held by any
partnership of which a person is a partner, and securities held by any
corporation which is controlled by a person (directly or through
intermediaries), would be deemed to be beneficially owned by said person.
Similarly, a person ordinarily obtains benefits equivalent to ownership
from, and thus is generally regarded as the "beneficial owner" of,
securities held in the name of a spouse, a minor child, or a relative of
the person or a spouse. Other illustrations of benefits substantially
equivalent to those of ownership include application of the income derived
from securities to maintain a common home and application of the income
derived from securities to meet expenses which the person otherwise would
meet from other sources. Such interests which confer beneficial ownership
of a security include having or sharing with another: (1) Voting power
including the power to vote, or to direct the voting of; the security;
and/or (2) Investment power, including the power to dispose, or to direct
the disposition, of such security. A person is also deemed to be the
beneficial owner of securities which such person has the right to acquire
beneficial ownership of such securities: (i) through the exercise option,
warrant or right (including options traded on options exchanges)
exercisable within 60 days; (ii) through the conversion of securities which
are immediately convertible or will become convertible within 60 days; or
(iii) pursuant to a power to revoke within 60 days; or pursuant to the
automatic termination within 60 days of, a trust, discretionary account or
similar arrangement. In addition, beneficial ownership is conferred if
voting or investment power is shared with one or more other persons and,
therefore, the same shares of stock may be deemed beneficially owned by a
number of persons. The Securities and Exchange Commission regards
securities held in trust for others as beneficially owned by the trustee if
he or she has or shares voting or investment power with respect to such
securities.
(e) "Compliance Officer" means the designated compliance
officer of a Company or the Investment Adviser, as appropriate.
(f) "Control" means the power to exercise a controlling
influence over the management or policies of a company, unless such power
is solely the result of an official position with such company.
(g) "Investment Adviser" means FIG Advisors.
(h) "Investment personnel" means portfolio managers or other
employees of FIG Advisors who participate in making investment
recommendations to a Company, as well as persons in a control relationship
to a Company who obtain information about investment recommendations.
(i) "Independent trustee or manager", means a trustee or
manager of a Company, as applicable, who is not an "interested person" of a
Company within the meaning of Section 2(a)(l9) of the Act. A trustee or
manager is not deemed an interested person of a Company solely by reason of
such person being a member of the Board of Trustees or Managers or an owner
of shares of a Company or of any series thereof.
(j) "Purchaser or sale of a security" includes, among other
things, the writing of an option to purchase or sell a security (as defined
below in subparagraph(i)).
(k) "Security" shall have the meaning set forth in Section 2
(a)(36)of the Act. In general, the term includes any interest or instrument
commonly known as a security, except that it shall not include securities
issued by the United States which are government securities within the
meaning of Section 2(a)(l6) of the Act, bankers acceptances, bank
certificates of deposit, commercial paper or shares of registered opened
investment companies and such other money market instruments as designated
by the Board of Trustees or Managers of a Company.
(l) "Insider trading" shall mean the trading of any security
while in the possession of material non-public information as to which the
access person (1) has a duty to keep confidential or (2) knows or should
have known was improperly obtained. "Material information" means
information which is substantially likely to be considered important in
making an investment decision by a reasonable investor, or information
which is reasonably certain to have a substantial effect on the price of an
issuer's securities. Information is non-public until it has been
effectively communicated or made available to the market price.
4. Exempted Transactions
The prohibitions of Section 5(a)-(d) of this Code of Ethics
shall not apply to:
(a) Purchases or sales effected in any account over which the
access person has no direct or indirect influence or control or in any
account of the access person which is managed on a discretionary basis by a
person other than such access person and with respect to which such access
person does not in fact influence or control such transactions.
(b) Purchases or sales of securities which are not eligible for
purchase or sale by a Company.
(c) Purchases or sales which are nonvolitional on the part of
either the access person or a Company.
(d) Purchases which are part of an automatic dividend
reinvestment plan.
(e) Purchases effected upon the exercise of rights issued by an
issuer, pro rata to all holders of a class of its securities, to the extent
such rights were acquired from such issuer, and sales of such rights so
acquired.
(f) Purchases or sales of securities which receive the prior
approval of the Compliance Officer (or their designees) (such approving
officer having no personal interest in such purchases or sales) because
such purchases or sales are not likely to have any economic impact on a
Company or on its ability to purchase or sell securities of the same class
or other securities of the same issuer.
(g) Any equity securities transaction, or series of related
transactions, involving 500 shares or less in the aggregate, if the issuer
has a market capitalization (outstanding shares multiplied by the current
price per share) greater than $1 billion.
(h) Purchases or sales which are only remotely potentially
harmful to the Trust because they would be very unlikely to affect a highly
institutional market, or because they clearly are not related economically
to the securities to be purchased, sold or held by a Company.
5. Prohibited Purchases and Sales
(a) No access person shall purchase or sell, directly or
indirectly, any security in which such person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership and which
to such person's actual knowledge at the time of such purchase or sale:
(i) is being considered for purchase or sale by a Company;
or
(ii) is being purchased or sold by a Company.
(b) No access person shall reveal to any other person (except
in the normal course of his or her duties on behalf of a Company) any
information regarding securities transactions by a Company or consideration
by a Company or FIG Advisors of any securities transaction.
(c) No access person shall make recommendations concerning the
purchase or sale of securities by a Company or any series thereof without
disclosing any interest such access person has in the securities or issuer
thereof, including, without limitation:
(i) any direct or indirect beneficial ownership of any
securities of such issuer;
(ii) any contemplated transaction by such person in such
securities;
(iii) any position with such issuer or its affiliates; and
(iv) any present or proposed business relationship with
such issuer or its affiliates on the one hand, and
such person or any party in which such person has a
significant interest, on the other; provided,
however, that in the event the interest of such
access person in such securities or issuer is not
material to his or her personal net worth and any
contemplated transaction by such person in such
securities cannot reasonably be expected to have a
material adverse effect on any such transaction by
a Company or any series thereof or on the market
for the securities generally, such access person
shall not be required to disclose his or her
interest in the securities or issuer thereof in
connection with any such recommendation.
(d) No access person of a Company shall participate in any
securities transactions on a joint basis with a Company in violation of
applicable law.
(e) No access person shall engage in "insider trading" whether
for his or her own benefit or the benefit of a Company, FIG Advisors or
others.
(f) No investment personnel shall participate Initial Public
Offerings or in private placements of securities unless the Compliance
Officer reviews and approves such participation. Approval will only be
granted if the Compliance Officer determines the investment does not cause
a conflict of interest between the investment personnel, FIG Advisors and
the Company. The Compliance Officer's decision, and the rationale
supporting his or her decision, will be retained in the records of FIG
Advisors.
6. Reporting
(a) Every access person, subject to the exception in paragraph
(b) below for independent trustees or managers, shall report to the
Compliance Officer the information described in Section 6(c) of this Code
with respect to (i) transactions in any security in which such access
person has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership in the security and (ii) holding of all
securities, on an initial and annual basis, in which such access person has
direct or indirect beneficial ownership; provided, however, that an access
person shall not be required to make a report with respect to transactions
effected in any account over which such person does not have any direct or
indirect influence or control or in any account which is managed on a
discretionary basis by a person other than such access person and with
respect to which such access does not in fact influence or control such
transactions. The Compliance Officer shall maintain such reports and such
other records as are required by Rule l7j-l under the Act and set forth in
Section 7 below.
(b) An independent trustee or manager of a Company need only
report to the Compliance Officer a transaction if such trustee or manager
at the time of that transaction, knew or, in the ordinary course of
fulfilling his or her official duties as a trustee of a Company, should
have known that during the 15-day period immediately preceding or after the
date of the transaction by the trustees security is or was purchased or
sold by a Company or any series thereof or such purchase or sale was being
considered for purchase or sale by a Company or FIG Advisors. Independent
trustees or managers are not required to make the initial holdings reports
set forth in Section 6(c)(i)(B) below and the quarterly reporting
requirements set forth in Section 6(c)(i)(A) below or the annual holdings
report set forth in Section 6(c)(ii) below, unless a transaction described
in this paragraph has occurred in such quarter.
(c) Every report shall be in writing and shall be delivered not
later than (i) 10 days after (A) the end of the calendar quarter in which a
transaction to which the report relates was effected and (B) the day the
individual becomes an access person and (ii) within 30 days after December
31 of each year and shall contain the following information:
(1) The date of the transaction and current holdings,
the title and the number of shares and the
principal amount of each security involved;
(2) The nature of all transactions (i.e., purchase, sale or
other type of acquisition or disposition);
(3) The price at which transactions were effected;
(4) The name of the broker, dealer or bank with or through
which the transactions were effected; and
(5) With respect to any account established by an
access person during the quarter in which any
securities were held during the quarter for the
direct or indirect benefit of the access person:
a. name of the broker, dealer or bank;
b. date account was established; and
c. date that report is submitted to the Compliance
Officer.
(d) In lieu of the required report, so long as the information
in the report required by 6(c) above is provided, an access person may
instruct every brokerage firm at which such access person has an account to
send duplicate confirmations of all securities transactions and monthly
brokerage statements to the Compliance Officer. The annual report required
by 6(c)(ii) can be made by confirming in writing the information
accumulated through the year.
(e) Any such report may contain a statement that the report
shall not be construed as an admission by the person making such report
that such person has any direct or indirect beneficial ownership in the
security to which the report relates.
(f) The information on securities transactions received and
recorded by FIG Advisors under Rule 204-2(a)(l2) of the Investment Advisers
Act of 1940 shall be deemed to satisfy the reporting requirements imposed
on access persons of a Company who are officers or employees of FIG
Advisors when to require information under this Code of Ethics would be
duplicative of that already recorded by FIG Advisors.
(g) All reports furnished pursuant to this Section will be
reviewed by the Compliance Officer for compliance with these procedures.
These reports will be kept confidential, subject to the right of inspection
by the Board of Trustees or Managers of a Company, the Board of Directors
of FIG Advisors and by the Securities and Exchange Commission.
7. Maintenance of Records
The Compliance Officer shall maintain and cause to be
maintained in an easily accessible place, the following records:
(a) A copy of any code of ethics adopted by the Investment
Adviser or a Company pursuant to the Rule which is or has been in effect
during the past five years;
(b) A list of all persons who are, or within the preceding five
years have been, required to make reports pursuant to the Rule and this
Code;
(c) A copy of each report made pursuant to the Rule and this Code
within the preceding five years
(d) A copy of any decision and reasons supporting such decision
to approve a pre-clearance transaction pursuant to this Code, made within
the past five years after the end of the fiscal year in which such approval
is granted; and
(e) A copy of any record or report of violation of this Code
and any action taken as a result of such violation.
8. Sanctions
Upon discovering a violation of this Code, the Board of
Trustees or Managers of a Company or the Board of Directors of FIG
Advisors, as applicable, may impose such sanctions as it deems appropriate,
including, among other things, a letter of censure or suspension or
termination of the employment of the violator.
CERTIFICATION FORM
This is to certify that I have read and understand the
Consolidated Code of Ethics dated August 16, 2000 as amended through
September 13, 2000, and that I recognize that I am subject to the
provisions thereof and will comply with the policy and procedures stated
therein.
This is to further certify that I have complied with the
requirements of such Code of Ethics and that I have reported all personal
securities transactions required to be disclosed or reported pursuant to
the requirements of such Code of Ethics.
Please sign your name here:
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Please print your name here:
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Please date here:
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Please sign two copies of this Certification Form, return one
copy to ___________________________ and retain the other copy, together
with a copy of the Code of Ethics, for your records.
