• S&P 500 7,659.44 −1.09%
  • Dow Jones 52,002.41 −0.34%
  • Nasdaq 26,713.03 +0.08%
  • VIX 19.99 +21.45%
  • 10-year Treasury 5.09% −0.01
  • Dollar index 121.40 −0.14%
  • WTI crude $101.91 +1.04%

Fortress Investment Group: investment adviser

Fig LLC, doing business as Fortress Investment Group, is an investment adviser registered with the SEC (file 801-62982, CRD 129612). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$87.3B
Discretionary
100%
Accounts
359
Employees
1,004
In advisory roles
432
Disclosures
2

SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles353$73.5B84.2%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees
  • Other: Other fees described in each client's governing documents

Services

  • Portfolio management for pooled investment vehicles (other than investment companies)
  • Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
  • Selection of other advisers (including private fund managers)
  • Other: PORTFOLIO MANAGEMENT OF COLLATERALIZED SECURITIZATIONS

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Fig Blue LLCFortress Operating Entity I L.P. PartnerCompany (U.S.)F General partner, trustee or managing memberYes
Fig Buyer GP, LLCFoundation Holdco LP PartnerCompany (U.S.)F General partner, trustee or managing memberYes
Fig Buyer GP, LLCFM Investor Aggregator LP PartnerCompany (U.S.)F General partner, trustee or managing memberYes
MC Fig GP, LLCFig Cayman LPCompany (outside the U.S.)F General partner, trustee or managing memberYes
MC Fig GP, LLCFig Buyer LPCompany (outside the U.S.)F General partner, trustee or managing memberYes
MC Fig GP, LLCMC Fig Group LPCompany (outside the U.S.)F General partner, trustee or managing memberYes
MC Management 7 RSC LtdFig Buyer Sub LLCCompany (outside the U.S.)F General partner, trustee or managing memberYes
Eighteenth Investment CompanyMC Management 7Company (outside the U.S.)E 75% or moreYes
Fig Buyer LPFig Cayman LPCompany (U.S.)E 75% or moreYes
Fig Buyer LPFig Buyer Sub LLCCompany (U.S.)E 75% or moreYes
Fig Parent, LLCFinco I LLCCompany (U.S.)E 75% or moreYes
Fortress Investment Group LLCFig Blue LLC Group LLC Member Holdco LLC MemberCompany (U.S.)E 75% or moreYes
Foundation Holdco LPFig Parent, LLCCompany (U.S.)E 75% or moreYes
Government of Abu DhabiMubadala Investment Company Member PJSCCompany (outside the U.S.)E 75% or moreYes
Mamoura Diversified GlobalThirty Fifth LLCCompany (outside the U.S.)E 75% or moreYes
Mamoura Diversified GlobalMubadala CapitalCompany (outside the U.S.)E 75% or moreYes
MC Fig GP, LLCMC Foundation Holdings (GP) LLC MemberCompany (outside the U.S.)E 75% or moreYes
MC Fig Group LPFig Buyer LPCompany (outside the U.S.)E 75% or moreYes
MDC Capital LLCEighteenth Investment Company Member LLCCompany (outside the U.S.)E 75% or moreYes
Mic Capital ManagementSixty Fourth 6 RSCCompany (outside the U.S.)E 75% or moreYes
Mubadala Capital LLCMDC Capital LLCCompany (outside the U.S.)E 75% or moreYes
Mubadala Investment CompanyMic Capital (Restricted) 7 Ltd.Company (outside the U.S.)E 75% or moreYes
Sixty Fourth 6 RSC LimitedMic Capital Management 86 RSC Member Ltd.Company (outside the U.S.)E 75% or moreYes
Thirty Fifth Investment CompanyMic Capital Ltd.Company (outside the U.S.)E 75% or moreYes
Fig Buyer Sub LLCMC Foundation Holdings LP Partner Holdings LP PartnerCompany (U.S.)D 50% to 75%Yes
Fig Cayman LPMC Foundation Holdings LP PartnerCompany (outside the U.S.)D 50% to 75%Yes
MC Foundation Holdings LPFoundation Holdco LP PartnerCompany (U.S.)D 50% to 75%Yes
Mic Capital Management 86 RSCMC Fig Group LPCompany (outside the U.S.)D 50% to 75%Yes
Hani Ahmad BarhoushMC Fig GP, LLCPersonC 25% to 50%Yes
Peter Lionel BrigerFig Buyer GP, LLCPersonC 25% to 50%Yes
Rodney Wayne CannonMC Fig GP, LLCPersonC 25% to 50%Yes
FM Investor Aggregator LPFoundation Holdco LP PartnerCompany (U.S.)C 25% to 50%Yes
Kevin Mikael KokkoMC Fig GP, LLCPersonC 25% to 50%Yes
Andrew Addison McknightFig Buyer GP, LLCPersonC 25% to 50%Yes
Mic Capital Management 39 RSCMC Fig Group LPCompany (outside the U.S.)C 25% to 50%
Jack Adam NeumarkFig Buyer GP, LLCPersonC 25% to 50%Yes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.

Item 11 questions answered Yes

These questions cover the firm and its advisory affiliates.

  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: entered an order against you or any advisory affiliate in connection with investment-related activity?
  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
  • Has any self-regulatory organization or commodities exchange ever: found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?

Actions about the firm (2)

  1. Sep 25, 2024
    Regulatory Action: SEC FinalSanctions: Cease and Desist · Fine: $200,000 · Begun Sep 25, 2024 · Resolved Sep 25, 2024 · Decision & Order of Offer of Settlement · Docket ADMINISTRATIVE PROCEEDING FILE NO. 3-22190

    Fig LLC did not timely file two initial schedule 13d disclosures, one Form 3 disclosure, and one schedule 13d amendment disclosure.

    The order is final and the penalty was paid in full to the SEC on September 30, 2024.

    On September 25, 2024, the SEC published an administrative order of settlement between it and Fig LLC (the "order") in which the firm neither admitted nor denied the findings related to the timeliness of three schedule 13d filings and one Form 3 filing. The firm consented to the entry of the settled administrative order finding violations of section 13(d)(1), 13(d)(2), and 16(a) of the Exchange Act and rules 13D-1, 13D-2, and 16A-3 thereunder, and was ordered to cease and desist from future violations of section 13(d)(1), 13(d)(2), and 16(a) of the Exchange Act and rules 13D-1, 13D-2, and 16A-3 thereunder and pay a civil monetary penalty of $200,000. No information Filed

  2. Jun 19, 2013
    Regulatory Action: The CME Group Market Regulation Department Initiated an Action Before the Chicago Board of Trade Business Conduct Committee. FinalSanctions: Disgorgement; On November 27, 2012, Fortress appeared before the chicago board of trade business conduct committee ("CBOT BCC") and was · Fine: $90,000 · Begun Aug 24, 2012 · Resolved Jun 19, 2013 · Decision · Docket CBOT 10-07789-BC FORTRESS INVESTMENT GROUP

    In late October 2010, the CME group market regulation department ("CME") notified Fortress that it was approaching a single month speculative position limit of the chicago board of trade ("CBOT"), a designated contract market of the CME, in wheat futures contracts. Upon receiving that notification, the firm immediately reviewed its position, and after concluding that it had in fact exceeded the speculative position limit, quickly reduced the excess position and brought the position back into compliance with the applicable limit. On August 24, 2012, the CME initiated an action before the CBOT business conduct committee ("BCC") based on the violation that occurred in October 2010, seeking penalties and disgorgement of approximately $350,000 in profits resulting from the excess position. The October 2010 violation involved an unintentional overage of approximately 7%, which was corrected within approximately three regular trading hours. Fortress chose to defend the action rather than settling it, arguing that, based on applicable rules, the appropriate sanction was only a warning letter. This was Fortress' first ever violation of any CBOT, CME or CFTC rule. Prior to the violation, Fortress was in the process of implementing an automated system to monitor applicable limits across client accounts. Shortly after the violation, Fortress completed the implementation, and there have been no subsequent position limit violations. On November 27, 2012, Fortress appeared before the BCC in a contested hearing and was fined $90,000 and ordered to pay disgorgement of approximately $350,000. On January 28, 2013, Fortress appealed the BCC ruling, and the appellate panel of the CME affirmed the BCC decision on June 19, 2013.

Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

Fortress Investment Group, filed Mar 31, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Founded in 1998 and headquartered in New York, Fortress Investment Group LLC and its affiliates (collectively “Fortress” or the “Firm”) is a global asset manager that raises, invests in and/or manages private equity funds, hedge funds (together with private equity funds, each or collectively, a “Private Fund”), and publicly traded permanent capital vehicles. Fortress also provides alternative investment management services to institutional managed accounts. On May 14, 2024, SoftBank Group Corp.

Read the rest of Item 4 (1,441 more words)

and Mubadala Investment Company PJSC (“Fortress Owner”) completed a transaction pursuant to which, among other things, affiliates of the Fortress Owner acquired the majority of the limited partnership interests in a partnership (“Fortress Entity”) that became the entity above Fortress (the “Transaction”). Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations. In connection with the Transaction, members of Fortress management own the remaining limited partner interests in the Fortress Entity, and are entitled to appoint the majority of the board thereof. “Fortress Owner” means Mubadala Investment Company PJSC, Mubadala Capital LLC and applicable employees thereof, each in their capacities as, and for so long as any of them are, controllers of entities holding direct or indirect beneficial ownership interests in Fortress. “Fortress Owner Group” means Fortress Owner and entities controlled by Fortress Owner that are not also controlled by Fortress, it being understood that if, at any time, Fortress Owner ceases to control entities holding direct or indirect beneficial ownership interests in Fortress, Fortress Owner and entities controlled by Fortress Owner shall cease to be members of the Fortress Owner Group for all purposes hereunder. A consortium led by Fortress Owner now owns approximately 68% of Fortress equity. The descriptions of Fortress’s funds in this brochure, including the type of investments made and strategies used, fees and expenses charged, risk factors and conflicts of interests that may arise in Fortress’s management of such funds and investments are qualified in their entirety by reference to each of the Clients’ (as defined below) agreements with Fortress as well as in formal offering materials (e.g., the Client’s offering memorandum, memorandum and articles of association, limited partnership agreement, as the case may be, and subscription document) provided to investors in the Private Funds or to those with separately managed accounts (“Managed Accounts”), as applicable (collectively referred to herein as the “Offering Documents”) and, in the case of publicly traded permanent capital vehicles, by reference to public disclosures made in accordance with public company reporting requirements. Fortress’s Registered Advisers Fortress conducts its investment management business through its subsidiary, FIG LLC (80162982), and through a variety of other relying advisers, all of which are either wholly owned by, or under common control, with FIG LLC (each a “Relying Adviser”). FIG LLC is registered with the SEC as an investment adviser. The Relying Advisers are covered by FIG LLC’s registration as relying advisers pursuant to applicable SEC guidance. As such, this Form ADV

Part 2 is intended to cover the investment advisory activities of FIG LLC and all of its Relying Advisers. For ease of reference, the term “Fortress” is used throughout this brochure and should be understood to include FIG LLC and, where applicable, all of its various Relying Advisers. The Adviser’s affiliate, FPLF Management LLC, a Delaware limited liability company (the “BDC Adviser”), is also registered with the SEC as an investment adviser. Further, as described in Item 10, the BDC Adviser manages the assets of a pooled investment fund that has elected to be regulated as a business development company (the “BDC”) under the Investment Company Act.

Principal Owners of FIG LLC The following is an organizational chart depicting the “principal owners” of FIG LLC which is shaded below as of March 31, 2026. Please see Item 10 (Other Financial Industry Activities and Affiliations) for a list of all Relying Advisers and certain other affiliates.

Fortress’s Advisory Services Fortress’s advisory services are comprised of the following primary business lines: Credit The Fortress Credit business invests globally and includes private equity style creditfocused funds, hybrid hedge fund structures and private real estate investment trusts (“Private REITs”), which are generally focused on opportunistic lending situations and distressed and undervalued assets (some with limited current cash flows and long investment horizons) and tangible & intangible assets (real estate, capital assets, natural resources, loans, legal assets, corporate securities, intellectual property and other assets). The Credit funds business is comprised of five main business lines. The flagship fund strategies are Multi-Strategy Credit Strategies, Credit Private Equity Strategies, Real Estate Strategies, Lending Strategies, and Fixed Income & Trading Strategies. The Credit funds business also provides tactical/niche and other strategies to take advantage of unique opportunities. Multi-Manager The Fortress Multi-Manager business invests in liquid, uncorrelated strategies across the globe with a focus on high alpha equity long/short, macro, and opportunistic strategies such as event-driven, fixed income, and merger arbitration. The Fortress Multi-Manager business allocates to internal and external portfolio managers via separately managed accounts and fund structures. Private Equity Investment Funds The Private Equity fund business is comprised of general buyout and sector-specific funds focused on control-oriented investments in cash flow generating assets and assetbased businesses in North America, the Caribbean and Western Europe. Permanent Capital Vehicles The permanent capital vehicles business is comprised of the following entities: (i) Eurocastle Investment Limited (Euronext Amsterdam: ECT) and (ii) FTAI Infrastructure Inc. (Nasdaq: FIP), which are publicly traded companies that are externally managed by Fortress pursuant to management agreements (collectively, referred to as the "Permanent Capital Vehicles" or "PCVs"). The PCVs invest in a wide variety of assets including non-performing loans, other real estate related assets, and transportation and infrastructure assets. Fortress Clients For the most part, Fortress’s Clients can be broadly categorized as either (i) pooled investment vehicles that are structured as limited partnerships, limited liability companies or corporations and which comply with Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940 (as amended, the “Investment Company Act”), for the purpose of pursuing one or more alternative

asset investment strategies, which may be either limited life entities, such as Fortress’s private equity funds, or “open-end”, perpetual life entities, such as Fortress’s hedge funds (collectively, the “Private Funds”); (ii) single investor managed accounts or funds, the investment strategies of which typically parallel all or a portion of the investment strategies of one or more of the Private Funds (“Managed Accounts”); (iii) Permanent Capital Vehicles and other publicly traded vehicles; (iv) structured products for which Fortress serves as the collateral manager (“Structured Products”); and (v) Private REITs. The Private Funds, taken together with the Managed Accounts, Permanent Capital Vehicles and other publicly traded vehicles, Structured Products and Private REITs, are referred to throughout this brochure as the “Clients.” Certain Relying Advisers are wholly-owned by Fortress Clients. In other words, in certain circumstances, Clients themselves own investment advisers for which Fortress employees provide services. In these circumstances, any compensation received for services provided to clients of such Relying Adviser is retained by such Relying Adviser or the Clients that own such Relying Adviser. Customized Services for Individual Clients As described above, Fortress provides investment advisory services to a number of institutional Managed Accounts, which, unlike the Private Funds and Private REITs described above, are generally formed for the specific purpose of managing the assets of a single institutional investor. The investment strategies for the Managed Accounts may, and generally do, parallel all or a portion of the investment strategies of one or more of the Private Funds, but there are, on occasion, differences between the investment strategies of a Managed Account and any other Fortress Client. The advisory services provided to each Managed Account, and the related terms and fees, are negotiated on a case-by-case basis. Fortress enters into agreements to advise Managed Accounts only under limited circumstances. However, the assets under management of Managed Accounts may, individually or in the aggregate, be substantial in proportion to the Private Funds whose investment strategies they parallel. Certain of the Clients may from time to time enter into agreements (“Side Letters”) with one or more of their investors whereby, in consideration for agreeing to invest certain amounts in a Client and/or other consideration, such investors may be granted favorable rights not afforded other investors in such Client. Such rights may include one or more of the following: rights to receive reports from the Client on a more frequent basis or that include information not typically provided to other investors; rights to receive reduced rates of performance fees/allocations and/or management fees earned by Fortress, each Client’s general partner and/or other affiliates; and such other rights as may be negotiated between the Client, Fortress and such investors. Side Letters may be entered into by the Client and Fortress without the consent of other investors in such Client. Additionally, except as may be required by “mostfavored-nations” clauses or as required under the Offering Documents, Side Letters will not be disclosed to other investors in such Client. Assets Under Management As of December 31, 2025, Fortress had approximately $87,301,970,629 in discretionary regulatory assets under management.

Item 5. Fees and compensation

Fortress’s Clients are generally qualified purchasers, as defined in section 2(a)(51)(A) of the Investment Company Act. As such, a detailed Client fee schedule is not included in this brochure. However, most of Fortress’s Clients pay some or all of the following fees to Fortress: (i) a management fee, to the extent applicable, that is generally equal to 0.40% to 2.0% of the total capital committed or invested, or the net asset value, under management for the relevant Client (a “Management Fee”); and (ii) a performance fee (or in the case of certain other Clients, an “incentive allocation”; the phrase “Promote” is used throughout this

Read the rest of Item 5 (2,821 more words)

brochure to refer to both a performance fee or an incentive allocation), to the extent applicable, that is generally equal to 10% to 20% of the net capital appreciation of such Client’s account at the end of the relevant fiscal period, or upon realization, and in certain cases subject to, or only in excess of, specified performance thresholds. Generally, fees are not negotiable; however, in certain cases, Fortress affiliates have waived or reduced Management Fees and Promote for certain investors including, for example, employees and certain affiliated entities or other types of investors by way of separate class, Side Letter or otherwise. The fee terms of Managed Accounts may differ from the fee terms of the Private Funds whose strategies they parallel. Certain Clients may also pay to Fortress an “Administrative Fee” of up to 0.50% of committed or invested capital for the relevant Client. In limited circumstances, certain Clients may also pay acquisition fees, disposition fees, withdrawal fees and underwriting fees, in each case in accordance with the applicable Client’s Offering Documents. In certain limited circumstances, such as the secondary purchases of Fortress-managed fund interests by other Fortress-managed funds, investors may be charged fees, including management fees and promote, at both the fund level (the fund in which the Client is invested) and at the level of the fund interest purchased in a secondary transaction. With respect to the collateral management services that Fortress or, in limited circumstances, Relying Advisers owned by Fortress Clients, provides to its Structured Products Clients, collateral management fees are generally paid to Fortress monthly or quarterly in arrears based on the total amount of collateral at the end of each calendar month or quarter. Fortress generally deducts fees from Clients’ assets on a monthly, quarterly, semi-annual or annual basis, depending on the Client involved and the nature of the fee. More detailed information about specific fees and expenses that Clients may pay is provided in the Offering Documents of each Client. Underlying investors in Fortress’s open end Private Funds and Private REITs have the right to redeem or request the repurchase of their interest in that investment vehicle in accordance with the terms of the relevant Private Fund’s or Private REIT’s, as applicable, organizational documents. Certain Clients pay Management Fees on a monthly, quarterly or semi-annual basis

in advance; in such cases, Clients may be entitled to a refund of Management Fees that are paid in advance, depending on the facts and circumstances. If such a situation arises, however, Fortress will determine in its sole discretion, on a case-by-case basis, whether to rebate such fees and, in all cases, will do so in accordance with the relevant Client’s Offering Documents. With respect to Promote that may be payable or otherwise borne by certain Clients in connection with the distribution made by such Client of investment proceeds or other amounts to investors, such fees are generally subject to a “clawback” (meaning that Promote distributed to Fortress may be repayable to the Client in certain circumstances) depending on the final overall performance of that Client; alternatively, if the Promote is based on increases in net asset value, any loss incurred by the Client is carried forward so that no Promote is owed unless and until losses incurred during a prior period or periods have been recouped, subject to certain adjustments (also referred to as a “high water mark provision”). In the case of PCVs, Fortress also typically receives, for services provided, a number of options in the PCVs equal to up to 10% of the number of shares of common stock sold by any such entity when raising equity capital. The options received by Fortress typically have a strike price equal to the market price of the relevant stock on the day of issuance and a ten-year term. If the value of the stock were to increase during the term of the option, the value received by Fortress upon exercise would exceed the strike price paid by Fortress. Additional information related to the timing of the fees Fortress charges its Clients is provided in the relevant agreement between Fortress and the relevant Client (as well as in the Offering Documents provided to investors in the Private Funds and Private REITs, as applicable). Additional Fees and Expenses In addition to those fees described above, Clients may pay additional fees and expenses such as the following non-exhaustive list of items:

brokerage commissions due diligence expenses market data expenses expenses relating to short sales (including hedging) hedging expenses clearing and settlement charges custodial fees bank service fees administrative expenses valuation and appraisal expenses organizational expenses (including the cost of the offering and ongoing sale of fund interests, including any jurisdictional licensing or other similar license, permit, filing or registration requirements and expenses of

negotiating and entering into side letters) costs of winding-up a fund interest and other borrowing or leverage related expenses financing costs investment-related expenses (expenses associated with the investigation, negotiation, structuring, acquisition, holding, monitoring, disposition, due diligence or sourcing of investments, including expenses related to prospective investments that are not consummated) including travel, meals and entertainment travel, meals and entertainment involving investments or the operation of the funds may include,

without limitation, airfare (first class, business class or private aircraft), first class lodging and incidental expenses, ground transportation (trains, taxis, black car service, reimbursement for personal vehicle use), tolls, premium meals, closing dinners and mementos, and social and entertainment events with actual or prospective portfolio company management, sourcing counterparties, co-investors, borrowers, lenders, brokers or service providers risk management expenses legal and compliance expenses (which, for the avoidance of doubt, includes expenses related to regulatory investigations and litigation) auditing and tax preparation expenses accounting, legal, operations and information technology expenses (including the cost of accounting, operations and IT software packages, salaries, bonuses and fringe benefits of employees providing such services, and travel expenses related to the operations of a fund) expenses of asset management personnel, including salaries, bonus and fringe benefits of employees, and software, hardware and information systems used in connection with asset management extraordinary expenses (including litigation, indemnification and contribution expenses) taxes, including transfer taxes incurred in connection with the purchase or sale of investments, and duties payable in any jurisdiction in connection with the operation of a fund third party administrator expenses

insurance costs, including directors’ and officers’ liability insurance any expenses associated with the appointment of fund officers in compliance with Cayman Islands anti-money laundering regulations fees and expenses of sub-advisors cost of software in connection with investments (including fees of third party software developers) fees and reimbursable expenses to members of a fund’s Board of Directors expenses associated with advisory boards and meetings of the limited partners, including for the avoidance of doubt, employee and advisory board member travel, meals and entertainment, event costs and entertainment, and gifts or other memorabilia provided to investors during the conference expenses of meetings with employees and one or more limited partners or Clients expenses relating to quantitative analysis and software management services fees and expenses of servicers and property managers of specific assets and properties owned by a fund costs of research, information systems, software and hardware permissible overhead expenses, as applicable professional fees relating to investments (including expenses of consultants, valuation agents and experts) expenses associated with the distribution of reports and capital demand notices to investors and any software used for such reporting expenses related to compliance (e.g. any expenses associated with the ongoing reporting, filing or

other ongoing compliance requirements contemplated by the AIFMD, the Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended), including any law, rule or regulation relating to the implementation thereof (“CISA”), the Swiss Financial Services Act 2018 (as amended), including any law, rule or regulation relating to the implementation thereof (“FinSA”), the EU Sustainable Finance Disclosure Regulation (EU) 2019/2088, the EU Taxonomy Regulation (EU) 2020/852 (as required) or any law, rule or regulation relating to the implementation thereof) expenses relating to compliance (or monitoring compliance) with the fund documentation including side letters and preparation of related materials, including the most favored nation process any expenses associated with regulatory filings made in connection with a fund’s offering, operations and portfolio holdings (e.g., filings with the SEC, including Form PF and expenses

related to the offering and sale of a fund in compliance with the Directive 2011/61/EU on Alternative Investment Fund Managers and the UK Alternative Investment Fund Managers Regulations 2013/1773) fees, costs, expenses, liabilities and obligations attributable to the appointments or changes of any depositary appointed pursuant to the AIFMD or compliance with CISA and FinSA (including, without limitation, the appointment of the Swiss representative and paying agent), including any law, rule or regulation relating to the implementation thereof Pass through expenses as defined in the offering documents of funds managed by the Fortress MultiManager business (which include, without limitation, salaries, bonuses, benefits and other personnel costs, office space, software, technology, and other allocable overhead and support costs of Fortress and/or third-party investment managers, as further described in the offering documents)

To the extent that Fortress and its affiliates, or employees or friends or family members of Fortress employees (collectively, “Affiliated Persons”), perform all or a portion of certain of the services listed above, the costs of such services generally will be reimbursed by the Client. To the extent that a third party performs such services and Fortress incurs all or a portion of the corresponding expenses listed above, the costs of such expenses will be reimbursed by the Client to the extent permissible under the Client’s Offering Documents. In addition, certain Private Funds in the Private Equity business rely on a Fortress affiliate for certain specialized functions and the operating expenses of such Fortress affiliate are allocated among and paid for by the participating Private Equity Private Funds under a formula based on the proportion of their respective invested or committed capital, as the case may be, and the aggregate of such capital across such Private Funds. Fortress may have a conflict of interest in determining the costs of such services that will be charged to the relevant Client. From time to time, a Fortress affiliate or Affiliated Person may provide services (such as investment advisory services) to, and receive compensation from, a company that a Client owns. A company that a Client owns may provide services (such as consumer and mortgage loan servicing) to, and receive compensation from, a Fortress affiliate or Affiliated Person

and/or a Client. Such compensation will be in addition to any Management Fees and Promote received by Fortress from the Clients involved that invest in those portfolio companies, subject to limitations set forth in the Offering Documents provided to investors in the Private Funds, as applicable, and receipt of approval from any relevant advisory board, to the extent required. Unless specifically provided in the Offering Documents, such compensation will not be offset against Management Fees or Promote. Service companies may be engaged to provide services to a Client or with respect to securities, assets or instruments in which the Client has invested or to which the Client has exposure as a result of its investments. These service companies may, among other things, act as collateral managers, custodians or trustees of structured products, servicers of loans, managers of assets, such as real estate assets, or provide due diligence, software products and related professional services, or other similar services. Certain service companies may be affiliates of Fortress. Fortress may have a conflict of interest in determining the costs of such services that will be charged to the relevant Client and in selecting the service company. As a general matter, Client expenses typically will be allocated among all relevant Clients or co-invest vehicles receiving the benefit of such expenses (in Fortress's sole discretion) and eligible to reimburse expenses of that kind. For example, certain Clients are expected to participate in master insurance policies or other services agreements common to multiple funds, and Fortress will determine how the related costs should be allocated among participating funds. In all such cases, subject to applicable law and legal, contractual or similar restrictions, expense allocation decisions generally will be made by Fortress or its affiliates using their reasonable judgment, considering such factors as they deem relevant, but in their sole discretion to be fair and equitable across these vehicles. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters of discretion (e.g., in determining which Clients or co-invest vehicles benefit (or the extent to which they benefit) from the relevant service relating to the expense, or whether to allocate pro rata based on number of Clients or co-invest vehicles receiving related benefits or proportionately in accordance with asset size, or in certain circumstances determining whether a particular expense has greater benefit to a particular Client, group of Clients or Fortress). From time to time, it is possible that a Client will benefit from expenses borne by another Client or that a Client's allocation of a given expense will not be proportional in every instance to the benefit it received from a given expense relative to the benefit received by another Client (e.g., in a situation where a future or to-be-formed Client benefits from expenses borne by an existing Client which happens from time to time in various scenarios, including where a fundraising Client bears a licensing fee that may subsequently benefit a future Client). The Clients generally have different expense reimbursement terms which is expected in certain cases to result in Clients potentially bearing different levels of expenses with respect to the same investment. In certain circumstances, one Client is expected to pay an expense or obligation common to multiple Clients and/or co-investors (including, without limitation, legal expenses for a transaction in which all such Clients and/or co-investors participate, or other fees or expenses in connection with services the benefit of which are received by other Clients over time), and be reimbursed by the Clients and/or co-investors by their share of such expenses or obligations, without interest. To the extent the paying Client makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Clients for the costs of establishing, negotiating, maintaining or utilizing the facility as a whole. While Fortress believes such circumstances to be highly unlikely, it is possible that one of the other Clients

could default on its obligation to reimburse the paying Clients. In certain circumstances, Fortress or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from Clients relating to such amounts. More detailed information about the types of fees and/or expenses that a particular Client may pay in connection with the advisory services that Fortress provides is contained in the relevant agreement between Fortress and the relevant Client (as well as in the Offering Documents provided to investors in the Private Funds, as applicable, and, in the case of PCVs, disclosure documents filed pursuant to public company reporting obligations). In addition, please see Item 12 for a further discussion of the brokerage and other transaction costs that Clients pay. Class Action Lawsuits From time to time, Fortress may receive notices regarding class action lawsuits involving securities that are or were held by Clients. As a matter of policy, Fortress generally refrains from serving as the lead plaintiff in securities class action matters and also may not submit proofs of claim in various situations, including but not limited to, where Fortress believes that the recovery amounts are likely to be negligible, Fortress cannot be assured of confidential treatment of the data submitted in connection with the proof of claim, or Fortress otherwise believes it is not in the best interests of one or more Clients for Fortress to be involved in such a claim. Fortress makes these determinations in its sole discretion. Fortress does not expend significant resources pursuing class action claims and generally engages a third party to handle these claims on a contingency fee basis. As a result, Fortress in some cases does not participate in class action securities lawsuits in which it may be entitled to participate. If Fortress does participate in a class action securities lawsuit or submit a claim and later receives any recovery amounts, those amounts will be credited to the participating Clients at the time the recovery amounts are received, which may be materially after the relevant conduct alleged in the lawsuit took place and investors in the relevant Client have redeemed their interests. As such, investors who have already redeemed interests at the time that the recoveries are received by the Client will not receive the benefit of those recoveries. In the event of a liquidation of a fund, Fortress may sell the rights to any potential class action claims to a third party. Any proceeds pursuant to such sale would be credited to the benefit of investors in such Client at the time of liquidation.

Item 6. Performance-based fees and side-by-side management

As described in Item 5 above, certain Clients pay both a Management Fee, which is generally equal to 0.40% to 2.0% of the total capital committed or invested, or the net asset value, under management for the relevant Client, and Promote, which is generally equal to 10% to 20% of the net capital appreciation of such Client’s account at the end of the relevant fiscal period, or upon realization, and in certain cases subject to, or only in excess of, specified performance thresholds. The PCVs typically pay a management fee equal to 0.75% - 1.50% of the company's contributed capital or book equity, an incentive fee equal to 25% of operating results in excess of specified returns to the shareholders, and options in connection with each of their common stock offerings.

Read the rest of Item 6 (136 more words)

Certain other Clients pay either a Management Fee only, an incentive fee only, or nothing. Managing assets for different Clients with different fee structures, including ones that may allow for the possibility of earning Promote at the same time as others that do not, creates a conflict of interest for Fortress because such an arrangement creates an incentive to favor accounts for which Fortress has the ability to earn Promote. Such situations give rise to potential conflicts of interest including the allocation of: (1) investment opportunities;(2) transactions among Clients (i.e., cross trades); and (3) fees and expenses. Additional information regarding the allocation of investment opportunities and the manner in which Fortress manages any related potential conflicts of interest is set forth in Item 11 of this brochure under “Allocating Investment Opportunities and Related Conflicts of Interest.”

Item 7. Types of clients

As described in Item 4 above, Fortress currently offers investment advisory services to Private Funds, Private REITs, Managed Accounts, Permanent Capital Vehicles and other publicly traded vehicles, and Structured Products. The underlying investors in Private Funds, Private REITs, Managed Accounts, and Structured Product Clients are typically institutional and high net worth investors. As further described in Item 10, the BDC Adviser manages the assets of the BDC. Fortress’s Private Funds, Private REITs and Managed Accounts generally have $100 million or more in capital under management or capital commitments.

Read the rest of Item 7 (110 more words)

With exceptions where permitted by applicable law, Fortress requires that the underlying investors in the Private Funds and Managed Accounts be “qualified purchasers” as that term is defined in Section 2(a)(51) of the Investment Company Act (with the exception of certain Fortress personnel who qualify as “knowledgeable employees” under Rule 3(c)-5 of the Investment Company Act). Fortress also generally requires, with exceptions granted at the discretion of Fortress, that the underlying investors in the Private Funds and Managed Accounts invest no less than $1,000,000 and, in some cases, as much as $20,000,000 in the applicable Client. The minimum investment amount for underlying investors in the Private REITs is typically $25,000.

Item 8. Methods of analysis, investment strategies and risk of loss

Methods of Analysis and Investment Strategies As previously described, Fortress offers a variety of investment strategies across its core businesses units. Each strategy involves significant risks, many of which are outside of Fortress’s control. Investing in securities and other investments involve significant risks, including the risk that Clients (and, in turn, the underlying investors in such Clients), could lose some or all of any invested capital. An investment in a Client will typically provide limited liquidity as there are significant restrictions on transferability of and withdrawals from interests in a Client. In many cases, there is no withdrawal mechanism.

Read the rest of Item 8 (7,640 more words)

Furthermore, to the extent that any of the below strategies engage in frequent trading, such frequent trading can increase costs, including brokerage costs, as well as other transaction costs and taxes, which can affect investment performance. A description of the significant investment strategies, as well as certain material risks that such Clients may face in employing such strategies, are set forth below. Credit Strategies The Fortress Credit business invests globally and includes private equity style creditfocused funds, hybrid hedge fund structures and Private REITs, which are generally focused on opportunistic lending situations and distressed and undervalued assets (some with limited current cash flows and long investment horizons) and tangible & intangible assets (real estate, capital assets, natural resources, loans, legal assets, corporate securities, intellectual property and other assets). The Credit funds business is comprised of five main business lines. The flagship fund strategies are Multi-Strategy Credit Strategies, Credit Private Equity Strategies, Real Estate Strategies, Lending Strategies, and Fixed Income & Trading Strategies. The Credit funds business also provides tactical/niche and other strategies to take advantage of unique opportunities. Multi-Manager The Fortress Multi-Manager business invests in liquid, uncorrelated strategies across the globe with a focus on high alpha equity long/short, macro, and opportunistic strategies such as event-driven, fixed income, and merger arbitration. The Fortress Multi-Manager business allocates to internal and external portfolio managers via separately managed accounts and fund structures. Private Equity Strategies Investment Funds The Private Equity fund business is comprised of general buyout and sector-specific funds focused on control-oriented investments in cash flow generating assets and assetbased businesses in North America, the Caribbean and Western Europe.

Permanent Capital Vehicles The permanent capital vehicles business is comprised of the following entities: (i) Eurocastle Investment Limited (Euronext Amsterdam: ECT) and (ii) FTAI Infrastructure Inc. (Nasdaq: FIP), which are publicly traded companies that are externally managed by Fortress pursuant to management agreements (collectively, referred to as the "Permanent Capital Vehicles" or "PCVs"). The PCVs invest in a wide variety of assets including non-performing loans, other real estate related assets, and transportation and infrastructure assets. Investment Risks All investments involve the risk of loss of capital. The nature of the investment instruments certain Clients may utilize and the strategies such Clients employ may amplify this risk. Such risks may include, without limitation:

dependence on key individuals those related to broad or narrow investment mandates limited diversification country-specific or region-specific investing general economic, political and capital market conditions geopolitical risk economic slowdown or recession those inherent to a global investment portfolio, including political, social and economic uncertainty those related to a widespread health crisis operating in a difficult and unpredictable credit environment investing in companies that could face intense competition changing business and economic conditions that could adversely impact investment performance changes in the quality, pricing and availability of suitable investments those related to highly volatile investments those related to illiquid investments or decreased liquidity of investments investing in undervalued and difficult to value investments those related to interest rates and credit spreads credit risk prepayment risk currency risk those related to borrower fraud those related to subordinated debt investments those related to structured finance investments those related to derivative investments counterparty risk custodial risk those related to short selling those related to hedging transactions those related to impaired value investments those related to limitations on quantitative models market volatility and asset allocation risk

increased governmental and regulatory intervention and restrictions that could adversely impact investments (including with respect to international sanctions and/or tariffs) those related to the use of leverage changes in the availability of debt financing or financing at attractive prices those related to real estate investing (including, among other things, risks associated with the general economic climate, local real estate conditions, risks due to dependence on cash flow, risk and operating problems arising out of the absence of certain construction materials, changes in supply of, or demand for, competing properties in an area, the financial condition of tenants, buyers and sellers of properties, energy and supply shortages and fluctuations in energy prices, changes in tax, real estate, environmental and zoning laws and regulations, various uninsured and uninsurable risks, the ability of Fortress or third party service providers to manage real property, and natural disasters) increase in default rates on commercial and residential mortgages those inherent in investing in portfolio funds (including, without limitation, limited operating histories of portfolio funds, limited disclosure of proprietary investment strategies of the portfolio funds, independence of investment decisions by the managers of portfolio funds that can result in economically offsetting positions or large exposures in certain positions, limitations on the information received from portfolio fund managers and inability to independently verify such information, reliance on valuations provided by portfolio fund managers, and the risk that a third party manager may engage in negligent, grossly negligent or fraudulent conduct in connection with managing a given portfolio fund) those related to the allocation of opportunities among Clients and the overlapping investment programs of Clients dissolution risk recourse to Client assets those related to investing in transportation and infrastructure assets (including, among other things, risks associated with the general economic climate, the financial condition of lessees, buyers, and sellers of transportation assets, supply and demand for transportation assets, prevailing economic conditions in the markets in which transportation assets generally operate, a substantial or extended decline in world trade, and risks inherent generally in investing in (i) the aviation industry, (ii) containers, (iii) the shipping industry, (iv) energy, including processing, storing, distributing, mining and marketing, (v) utility assets, (vi) the railroad industry, (vii) port assets, and (viii) the telecommunication industry those related to investing in excess mortgage servicing rights or mortgage servicing rights (including, among other things, changes in interests rates, prepayment speeds, delinquency rates, recapture rates, frequency and size of defaults, ineffective risk management efforts, information systems disruptions, limited sources of financing, inability to properly hedge transactions, the ability of third party servicers to service mortgage loans underlying mortgage servicing rights, ratings agency risk, and risks related to lack of available market comparisons) those related to investing in non-performing loans and related assets (including, among other things, risks due to the dependence on cash flows, investments in distressed assets, the financial condition of the borrowers of the non-performing loans, changes in availability of debt financing or financing at attractive pricing, law, local governmental regulations and various administrative guidelines relating to owning and servicing non-performing loans that are complex or unclear or

otherwise difficult to comply with, changes in tax and other laws and regulations applicable to real estate assets and non-performing loans, and special servicer related risks) those associated with litigation and legal process related investments (including, among other things, uncertainty as to how courts, regulators or arbitration tribunals will rule; new legislation, interpretations or rulings that could materially impact the outcome of investments; reliance on the ability of Fortress to analyze complex litigations and legal situations, identify issues during the due diligence, and analyze other key legal items including standing, jurisdiction and statute of limitations; selection of legal counsel and quality of services provided by legal counsel; enforceability of litigation finance arrangements; case selection; availability, admissibility and quality of evidence material to the case; testimony of key witnesses; calculation of damages; as well as risks associated with judgment or arbitration award obligors) those associated with intellectual property related investments (including, among other things, uncertainty as to market values of patented technologies; reliance on successful and timely patent enforcement activities and litigation; new legislation, interpretations or rulings that could materially impact the value of patents or related expenses; and reliance on the ability of Fortress to analyze complex technologies and patent portfolios and identify issues during the due diligence) those related to investments in publicly traded equity securities issued by special purpose acquisition vehicles those related to investments in financial instruments that are inherently highly leveraged those related to systems risk and cybersecurity those related to social media and internet regulation those related to artificial intelligence and machine learning, including the effect of such technologies on Clients’ portfolio investments those related to Environmental, Social and Governance (“ESG”) matters and sustainability those related to operating a global multi-manager hedge fund platform, including with respect to third party portfolio managers those related to the Transaction, the Fortress Owner and the Fortress Owner Group

The Clients are also subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which the Clients invest (or has a material negative impact on the operations of Fortress or Fortress’s or the Clients’ service providers), the risks of loss can be substantial and could have a material adverse effect on the Clients and investors' investments therein. A prolonged continuation of any outbreak of a disease epidemic, such as COVID-19, may significantly adversely impact global commercial activity and contribute to both volatility and material declines in equity and debt markets. Many national, state and local governments reacted to COVID-19 by instituting mandatory or voluntary quarantines, travel prohibitions and restrictions, closures or reductions of offices, businesses, schools, retail stores, restaurants

and other public venues and/or cancellations, suspensions and/or postponements of certain events and activities, including certain non-essential government and regulatory activities. Businesses also implemented their own precautionary measures, such as voluntary closures, temporary or permanent reductions in work force, remote working arrangements and emergency contingency plans. Such measures surrounding the dangers, duration and impact of COVID-19, or any future infectious disease outbreaks, may create significant disruption to supply chains and economic activity, impacting consumer confidence and contributing to significant market losses. As a result of the market conditions described above, the cost and availability of credit has been, and may in the future be, adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets and the strength of counterparties has, at certain points, led many lenders and institutional investors to reduce, and in some cases cease, lending to borrowers. In the event of a resurgence of COVID-19, or similar outbreaks, the Clients and investors’ investments therein could be materially adversely impacted. A resurgence of COVID-19 or similar outbreaks may materially and adversely impact the value, performance and liquidity of the Clients or portfolio investments of Clients, the Clients’ ability to manage and divest investments and the Clients’ ability to achieve their investment objectives, all of which could result in significant losses to the Clients and their investors. The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have materially adverse effects on the Clients and investors’ investments therein. Such risks may increase over time, although the time period over which these consequences might unfold is difficult to predict. In addition to the physical, economic and geo-political risks associated with climate change, there are transition risks. The willingness of certain governments, industries and businesses, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect the Clients. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. These shifts in investing priorities may result in adverse effects on the Clients and investors’ investments therein whether or not climate change proves to be as severe as predicted or preventable. Regulatory Risk There can be no assurance that the Clients, their general partners, or any of their affiliates will avoid regulatory examination or enforcement actions. Even if an investigation or proceeding does not result in a sanction being imposed against Fortress or any of its affiliates, or such sanction is small in monetary amount, the Clients, their general partner, adviser and/or their respective affiliates may be subject to adverse publicity relating to the investigation, proceeding or imposition of such sanctions. There is also a risk that regulatory agencies in the United States and abroad will continue to adopt, change or enhance new or existing laws or regulations, which may result in additional regulatory scrutiny, additional compliance costs and/or additional time and resources in order to manage new or enhanced legal and regulatory

obligations affecting private funds sponsors in the United States and other relevant jurisdictions. Systems Risk and Cybersecurity Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. Fortress increasingly relies on information and technology systems to conduct its business. Such systems might, in some circumstances, be subject to cybersecurity incidents or similar events that could potentially result in damage or interruption to these systems, unauthorized access to sensitive transactional and personal information, intentional misappropriation, corruption or destruction of data, or operational disruption. Cybersecurity incidents could potentially occur, and might in some circumstances result in the failure to maintain the security, confidentiality or privacy of sensitive data. Cybersecurity incidents experienced by third party vendors or service providers may indirectly affect Clients. Cybersecurity risks can disrupt the ability to engage in transactional business, cause direct financial loss and affect the value of assets in which Clients invest, harm Fortress's reputation, lead to violations of applicable laws, result in ongoing prevention, risk management and compliance costs, and otherwise affect business and financial performance. Fortress, Clients and their service providers rely on technology and communication systems, particularly internet-based programs and data storage applications and may be susceptible to operational risks or threats specific to this technology, including ransomware, data extortion, system disruptions, and unauthorized access to Fortress’s information and technology systems by cyber-threat actors or those of joint-venture partners or third-party service providers that hold Fortress’s information and/or have access to Fortress’s technology systems. Security breaches could result in the misappropriation of confidential information, destruction or corruption of data and/or disruption of Fortress’s operations and cash flows of Clients and could negatively affect Clients’ ability to make distributions to investors. These systems are subject to a number of different threats or risks that could adversely affect Clients and their investors, despite Fortress’s efforts and those of its service providers to adopt preventative measures. Cybersecurity threats may also be amplified by artificial intelligence tools in addition to other related technologies, which may further increase the Clients’ or their thirdparty service providers’ exposure to security breaches, intrusions or attacks and other cybersecurity risks, as attackers harness their capabilities to launch more complex, automated and targeted attacks that may require the expenditure of additional resources to further strengthen Fortress’s defenses against such threats. Even when a cybersecurity breach is detected, the full extent of such breach may not be immediately determinable, and the costs to mitigate and protect against damage and/or loss caused by cybersecurity breaches in the future could be significant. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of Fortress’s systems to disclose sensitive information in order to gain access to Fortress’s data or that of the Clients’ investors or otherwise inflict harm. Likewise, Fortress’s systems could be vulnerable to supply-chain attacks, wherein attackers may target third parties providing us software or services in order to introduce vulnerabilities in Fortress’s network systems. Whether intentional or unintentional, a cybersecurity breach of Fortress’s system or the systems of portfolio companies in which

Clients have an interest or loan may cause Fortress, Clients or portfolio companies to lose proprietary information, suffer data corruption or deletion, expose information to misuse or force us to pay ransom to retrieve data or face its loss or public release. Cybersecurity risks also require investment in ongoing preventative measures and compliance costs, including costs related to investigating the origin and scope of any cybersecurity incident, as well as increased and upgraded cybersecurity. Artificial Intelligence and Machine Learning Risks The emergence of recent technology developments in artificial intelligence and machine learning technology, including Open AI’s release of its ChatGPT application (collectively, “Machine Learning Technology”) could pose risks to Fortress, Clients and their investments. While Fortress has developed and implements guidelines designed to mitigate the improper use of Machine Learning Technology, Fortress will not be in the position to control the manner in which third-party products are developed or maintained or the manner in which third-party services are provided or utilized by personnel. Use of Machine Learning Technology by any of the parties described in the previous paragraph could include the input of confidential information (including material non-public information) into Machine Learning Technology, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. This use could be in contravention of confidentiality agreements or Fortress’s policies. For more information on risks relating to information security, see also “—Systems Risks and Cybersecurity.” Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the dataset that Machine Learning Technology utilizes to operate. Additionally, certain data in such datasets will inevitably contain a degree of inaccuracies and errors, potentially materially so, and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent that Fortress is exposed to the risk of Machine Learning Technology use, any such inaccuracies or errors could have adverse impacts on Fortress, Clients and their investments. Further, the use of Machine Learning Technology could result in claims by third parties of infringement, misappropriation or other violations of intellectual property, including based on the use of large datasets to train Machine Learning Technology, or the use of output generated by Machine Learning Technology, in either case which may contain or be substantially similar to third-party material protected by intellectual property, including patents, copyrights or trademarks. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly and it is impossible to predict the future risks that may arise from such developments. Regulations relating to Machine Learning Technology may also impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on Fortress, Clients and their portfolio companies. Ongoing Geopolitical Events Geopolitical risks, including international conflicts, trade tensions, sanctions, terrorism, and political instability, may materially and adversely affect global financial markets. Ongoing or

escalating conflicts—such as those involving major global powers or in strategically important regions—can disrupt supply chains, increase commodity and energy price volatility, and lead to market dislocations. In addition, government responses to geopolitical developments, including the imposition of economic sanctions, export controls, tariffs, or other trade restrictions, may limit the ability of the Fortress or portfolio investments to conduct business in certain jurisdictions or with certain counterparties. These geopolitical dynamics may also contribute to broader macroeconomic uncertainty, including inflationary pressures, currency fluctuations, and changes in interest rates, which could negatively impact investment performance and capital markets activity. Sudden or unexpected geopolitical events may lead to rapid changes in investor sentiment, reduced liquidity, and heightened market volatility. As a result, portfolio investments may experience declines in asset values, disruptions to operations, or reduced demand for its products and services, any of which could have a material adverse effect on investment performance. Sustainability Risks Fortress maintains an ESG Policy. This policy sets out the manner and extent to which Fortress integrates “sustainability risks” (within the meaning of Regulation (EU) 2019/2088) into its investment decision making policy. In Fortress’s view, given the breadth of the investment objective of Clients, it is not possible to comprehensively forecast the likely impact of sustainability risks on the returns of any fund. Sustainability risks may be numerous and give rise to varied impacts depending on the nature of the specific risk and where it materializes, which may include, among other things, increased costs and expenses. As such, sustainability risks may adversely affect the value of investments held by a Client and/or the ability of a Client to dispose of investments at attractive valuations. ESG Matters The materiality of sustainability risks and impacts on an individual investment or issuer and borrower depends on many factors, including the relevant industry, location, asset class and investment style. In evaluating a prospective investment, Fortress often depends upon information and data provided by the entity or obtained via third-party reporting or advisors, which may be incomplete or inaccurate and could cause Fortress to incorrectly identify, prioritize, assess or analyze the entity’s sustainability practices and/or related risks and opportunities. SFDR Clients that raise capital across one or more European Member States must comply with the EU’s detailed sustainability-related disclosure regime. In particular (and as relevant for the Client), the SFDR requires certain disclosures in relation to whether and, if so, how sustainability risks are taken into account in the investment process. The requirements of the SFDR are not free from doubt and may change over time and therefore adjustments to Clients’ disclosure requirements and designation system may be made owing to the uncertainties in the regime. Further supplementary guidance and/or legislative changes on concepts relevant to the SFDR or other clarificatory guidance may be forthcoming and may introduce certain minimum standards for products that would require Clients to set up additional processes, including processes to capture data about Clients and their investments, and lead to additional cost to be borne by Clients.

Sustainability-Related Developments Anti-ESG sentiment has also gained momentum across the U.S., with a growing number of states having proposed or enacted “anti-ESG” policies, legislation or initiatives or issued related legal opinions (including, without limitation, anti-boycott bills and ESG investment prohibitions). If fund investors subject to such legislation viewed Fortress’s funds or sustainability practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such fund investors may elect to not invest in Fortress’s funds, and it could negatively affect the results or operations, financial condition and cash flow of Fortress. Fortress’s ESG program, Fortress, Clients and investments could become subject to additional regulations, penalties and/or risks of regulatory enforcement in the future, and Fortress cannot guarantee that its current ESG program and practices (including the ESG Policy) or Clients’ investments will meet future regulatory requirements, reporting frameworks or best practices, increasing the risk of related enforcement. Compliance with new requirements may lead to increased management burdens and costs. In particular, it can be uniquely challenging for funds with credit strategies such as a Client to engage regularly with investee companies and obtain reliable data in respect of the identification, management and remediation of sustainability risks, impacts and opportunities and reliably report on the same. Social Media and Publicity Risk The use of social networks, message boards, internet channels, and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding Fortress, Clients, or one or more portfolio companies could have a material and adverse effect on a Client, a portfolio company, or any other investment held by a Client. Financial Services Industry The Clients may be exposed to additional risks related to the potential failure or decline in the financial condition of national and regional banks, financial institutions and other participants in the U.S. and global capital markets, which are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Any significant adverse development could also impact the ability of borrowers of the loans in Clients’ portfolio to access available cash or refinance loans and the ability of potential buyers to finance a purchase of the loans in Clients’ portfolio or the assets securing them. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank was also placed into receivership by the FDIC. The FDIC and other relevant governmental authorities took certain extraordinary actions to allow depositors of SVB and Signature Bank full access to their funds commencing on March 13, 2023. However it is possible that depositors (including Clients) of another financial institution that is placed into receivership by the FDIC may be unable to access their funds in excess of the federally insured bank deposit limitation from such an institution, and future developments, including actions

taken by the U.S. Department of Treasury, the FDIC, the Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, will be difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of Treasury, the FDIC and the Federal Reserve Board may remain unknown for significant periods of time. Insolvency of a financial institution could also result in material delays of any wire transfer, and such disruption could impair the ability of Clients to consummate investments, as well as the ability of Clients’ portfolio companies to carry out their respective operations, each of which could result in a material adverse effect on Clients’ portfolio. If any of the national and regional banks, financial institutions and other participants in the financial or capital markets used by Clients’ counterparties were to be exposed to a significant adverse development, it may impair such counterparty’s ability to perform its respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due) and may cause such counterparty to experience events of default under such documentation. In this regard, counterparties to credit agreements and arrangements, and third parties such as beneficiaries of letters of credit (among others), may experience direct impacts from exposure to any significant adverse development in the U.S. and global capital markets, as exhibited by the recent closing of SVB and Signature Bank, which has given rise to significant liquidity concerns in the broader financial services industry. Additionally, it is possible that sovereign credit pressures may weigh on such national and regional banks, financial institutions, and other participants in the financial or capital markets, limiting their funding operations and weakening their capital adequacy by reducing the market value of their sovereign and other holdings. Accordingly, liquidity problems in the financial services industry in general could have an adverse effect on Clients and investments. Lastly, the failure of SVB and the ongoing instability in the U.S. regional bank sector may cause regulators to adopt new regulation affecting the banking sector and potentially the financial sector more generally. Although such regulations (if adopted) could result in greater stability of the financial system, the actual impact of any such regulations on financial markets and their participants is unknown, and it is possible that any such regulations could adversely impact Clients, its operations and its investments or Fortress and its ability to effectively advise Clients. Use of Leverage The Clients reserve the right to employ leverage, in the discretion of Fortress and may incur subscription facility debt or borrow from Fortress affiliates subject to the conditions described herein. To the extent that the Clients employ leverage, the greater the total leverage of a Client relative to its equity capital base, the greater the risk of loss and possibility of gain due to returns attributable to its investments. Leverage can result in the total loss of capital. There can be no assurance that the Clients will be able to obtain indebtedness on favorable terms compared to terms offered to other Fortress affiliates or to competitors of the Clients, or that indebtedness will be accessible by the Clients at any particular time. A number of factors may result in the inability of the Clients to obtain or access financing or financing comparable to that available to other accounts managed by Fortress. These factors may include, among others: insufficient diversity of investments, the profiles and creditworthiness of investors, the terms of the applicable partnership agreement, the size of the Clients, the availability of financing to the Clients in light of the current state of the global credit markets, whether or not any financing is with recourse to the Clients and how a lender views the worth of recourse provided, the scope of assurances the investor is willing to provide to financing sources, and the Clients’ lack of

operating history or trading history with counterparties and the time at which the Clients seek financing. To the extent that it is available, there can be no assurance that such indebtedness will be on terms favorable to the Clients, including with respect to interest rates. The cost and availability of leverage may be affected by repercussions in the financial system resulting from the COVID-19 pandemic as well as shocks to the financial services industry. The cost and availability of leverage may also be affected by governmental and regulatory oversight of banks, dealers and other capital providers. Certain governmental bodies (including the U.S. Federal Reserve System, the U.S. Office of the Comptroller of the Currency and the U.S. Federal Deposit Insurance Corporation) may restrict or otherwise discourage lending if they view excess leverage taken on by borrowers as a cause for concern. The failure by the Clients to obtain indebtedness on favorable terms (or at all) could adversely affect the returns of the Clients. The use of leverage may have other significant consequences to investors, including, but not limited to, the following: (i) greater fluctuations in the net assets of the Clients; (ii) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions, or other purposes; (iii) to the extent that the Clients’ revenues are required to meet principal payments, the investors may be allocated income (and therefore incur tax liability) in excess of cash available for distribution; (iv) in certain circumstances the lender may enforce its security interest on the assets, including foreclosures, and in such circumstances the recovery of the Clients may be significantly diminished as compared to the Clients’ expected return on such investments; (v) in certain circumstances the Clients may be required to harvest investments prematurely or in unfavorable market conditions to service their debt obligations (including due to financial covenants, which may trigger cash trap or acceleration of a debt prior to its scheduled maturity date), and in such circumstances the recovery the Clients receive from such harvests may be significantly diminished as compared to the Clients’ expected return on such investments; (vi) limitation on the Clients’ flexibility to make distributions to their investors or sell investments (including investments held by any investment vehicle) that are pledged to secure the indebtedness; (vii) increased interest expense if interest rate levels were to increase significantly; and (viii) during the term of any borrowing, the Clients’ returns may be materially reduced by increased costs attributable to regulatory changes, including a possible gross-up for taxes. There can also be no assurance that the Clients will have sufficient cash flow or be able to liquidate sufficient assets to meet their debt service obligations. As a result, the Clients’ exposure to losses, including a potential loss of principal, as a result of which investors could potentially lose all or a portion of their investment in the Clients, may be increased due to the use of leverage and the illiquidity of the investments generally. Accordingly, leverage can result in the total loss of capital. In addition, money borrowed by the Clients will be subject to interest costs, which will be an expense of the Clients, and, to the extent not covered by income attributable to the investments acquired, will adversely affect the operating results of the Clients. Fluctuations in interest rates may adversely affect the ability of the Clients to acquire and dispose of investments and may also adversely affect the performance of the Clients’ investments. In addition, fund-level borrowing will result in additional fund expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as

well as legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating or terminating the facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Client’s investors and the terms of the governing documents, it may be higher than the interest rate an investor could obtain individually. To the extent a particular investor’s cost of capital is lower than the relevant Client’s cost of borrowing, fund-level borrowing can negatively impact a investor’s overall individual financial returns even if it increases the Client’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of fund-level borrowing typically delays the need for investors to make contributions to a Client, or result in short-term gains to a Client, which in certain circumstances enhances the relevant Client’s return calculations and thereby may be deemed to benefit the marketing efforts of the General Partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Client’s carried interest arrangements will be met. In other circumstances the use of fund-level borrowing can increase the base of a Client’s Management Fee calculation, such as during periods where Management Fees are based in whole or in part on an acquisition cost that includes a borrowing component. Conflicts of interest also have the potential to arise to the extent that a subscription line is used to make an investment that is later sold in part to co-investors (including one or more coinvesting Clients) as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the subscription line and neither the relevant Client nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. Fortress may obtain financing for one or more Clients and is under no obligation to make such financing available to the Clients. Differences in availability and terms of financing resulting from such factors may affect the performance of the Clients relative to other Clients. Interest Rate Risks Clients have exposure to interest rate risks, meaning that changes in prevailing interest rates could negatively affect the value of Clients. Over any defined period of time, Clients’ interestbearing assets may be more sensitive to changes in market interest rates than Clients’ interestearning liabilities, or vice versa. Factors that may affect market interest rates include inflation, slow or stagnant economic growth or recession, unemployment, money supply and the monetary policies of the Federal Reserve Board, international disorders and instability in domestic and foreign financial markets. The Clients expect that they will periodically experience imbalances in the interest rate sensitivities of their assets and liabilities and the relationships of various interest rates to each other. The US Dollar London Interbank Offered Rate (“LIBOR”), which was commonly used as the benchmark rate that many banks used to set interest rates in loan documents and other agreements (any such rate, a “Reference Rate”), has not been published since June 30, 2023 (the one-week and two-month tenors of US Dollar LIBOR ceased to be published after December 31, 2021). The United States and other countries have replaced LIBOR with alternative Reference Rates. The Secured Overnight Financing Rate (“SOFR”) (and with respect to term SOFR rates, the CME’s term SOFR rates) is the Reference Rate recommended by the Alternative Reference Rates Committee convened by the Federal Reserve Board and the Federal Reserve Bank of New York. The transition to alternative Reference Rates may (i) cause the value of a Reference Rate to be uncertain or to be lower or more volatile than it would otherwise be; (ii) result in uncertainty as to the functioning, liquidity or value of certain financial contracts; (iii) involve actions of regulators

or rate administrators that adversely affect certain markets or specific financial contracts; and (iv) impact the strategy, products, processes, legal positions and information systems of market participants, including Clients and their counterparties. In a changing interest rate environment, Clients may not be able to manage this risk effectively. If Clients are unable to manage interest rate risk effectively, Clients’ performance could be adversely affected. Secondaries and other General Partner-Led Transactions There continues to be a significant market for secondary sales. General partner-led transactions, continuation funds, successor fund investments, and other transactions, and Fortress reserves the right to dispose of (or seek additional capital for) Client investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by Fortress following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where Fortress believes there is the potential for additional value generation. Each of these transactions has the potential for conflicts between the interests of a Client and those of Fortress or any buyer group that typically are not applicable to a more traditional disposition. Fortress reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant governing documents. Fortress generally is permitted to seek the consent of the relevant fund advisory board(s) to approve conflicts associated with such transactions and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Client investments, to the extent such transactions are not consummated, the relevant Client is expected to bear all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. Retention of Fortress Affiliates A Client may retain or otherwise purchase services from Fortress affiliates and businesses in which they or Fortress employees or other related persons have an interest (each such entity, a “Fortress Service Provider”) in addition to management services to be provided by Fortress or its affiliates. Conflicts of interest may arise (including for example, because the portion of reimbursable expenses may vary between different Clients) in connection with such transactions, and such conflicts of interest may have adverse consequences for the Clients. In addition, if a Client engages a Fortress service provider, potential conflicts could arise (including for example, as a result of an incentive for Fortress not to enforce, or to enforce less vigorously, certain rights of the Clients under any applicable agreement in an effort to maintain the Clients’ relationship with such Fortress Service Provider or to avoid imposing adverse economic consequences upon such Fortress Service Provider). The Clients may retain or otherwise purchase services, or purchase securities or assets, from Fortress Service Providers or businesses they or Fortress employees or other related persons have interests in without obtaining the approval of the relevant advisory board. The amount of any payments to any of the foregoing for services rendered does not reduce or otherwise offset the Management Fee of a Client. Furthermore, a Client (including a Private Fund that invests in certain legal assets) and the entities in which such Clients are permitted to invest, including entities that receive loan, financing or other investment proceeds from the Clients, may choose to, or be required to,

obtain insurance coverage with respect to litigation outcomes and/or other contingent risks supporting the investment. These insurance policies may, among other things, cover certain indemnities that would otherwise be provided by the Clients (e.g., adverse costs requirements in the U.K. or other “loser pays” jurisdictions) and/or insure the Clients’ capital in the event one or more of the underlying litigations supporting the investment fail resulting in no judgment or settlement proceeds. In the event the insurance covers the Clients’ capital, the return on the investment for the Clients may be lower to reflect the reduced risk and thus result in more favorable financing or other transaction terms to the entities in which the Clients invest. Such coverage may be underwritten by Palisade, a company owned in part by Fortress and certain of its investment professionals and affiliates , and any such arrangement will not be subject to advisory board or other approval except in the case of certain conditions or circumstances specified in the applicable governing documents. There may be limited options other than Palisade available to third parties that choose to obtain underwriting services in connection with litigation and/or other contingent risks, and such other options may increase the time and costs associated with doing business with the Clients for such third parties, and therefore may be less attractive alternatives than those available through Palisade. While Palisade would not be directly paid by the Clients in circumstances where entities in which the Clients invest obtain such coverage, Palisade would receive a portion of the insurance premium which in some cases may be paid by the Clients. The Clients anticipate that any such premium would be determined by market prices. The amount of any payments to any of the foregoing for services rendered does not reduce the Management Fee. Additionally, conflicts could arise if a company owned by certain Fortress affiliates breaches its servicing agreement with a Client, or otherwise fails to perform its responsibilities adequately, resulting in harm or damages to such Client. In such circumstances, there may be a potential conflict in determining what action to take against such company. Investment Instruments Utilized Fortress does not recommend a particular type of investment instrument to its Clients; Fortress instead recommends and invests in multiple investment instruments to correspond with the particular investment strategy employed by a given Client. Indeed, in the course of providing investment advice to its various Clients, Fortress may utilize a wide variety of investment instruments, including but not limited to: equity and debt securities (registered or unregistered and illiquid); warrants; commercial paper; government securities; option and futures contracts on securities and commodities; currencies; notes, loans (including syndicated loans that trade in the secondary market), participations and trade claims, including in respect of companies in bankruptcy or financial distress; real property; various receivables; instruments and structured products, including asset-backed securities, that derive their value from any of the foregoing and other types of securities, assets or instruments. Fortress may, from time to time, purchase equity or debt securities in initial or secondary public offerings on behalf of Clients when such securities become available and are otherwise consistent with the investment objectives and restrictions of the relevant Client. Such investments are generally expected to be allocated based on the relative net asset value of the participating Clients for which the investment is deemed appropriate, although Fortress may allocate the investment in a different manner based on the particular facts and circumstances at the time of investment.

All of these investment types are highly speculative in nature, and there can be no assurance that the Client’s investment objectives will be achieved. Clients (and, in turn, the underlying investors in such Clients) must be prepared to bear the risk of a total loss of their investment. More detailed information about the types of investments that Fortress may make on behalf of Clients, and the corresponding risks, is provided in the Offering Documents provided to investors in the Private Funds and Private REITs and in the managed account agreements provided to Clients, as applicable, and, with respect to the PCVs or other publicly traded vehicles, in publicly available documents filed pursuant to each public company’s disclosure requirement. Advisory Board Although the Clients may establish advisory boards that will generally be comprised of representatives of limited partners and/or feeder vehicle limited partners and parallel fund limited partners, there is no assurance that the views of any advisory board will be representative of the views of the limited partners, feeder vehicle limited partners or parallel fund limited partners as a whole with respect to such advisory board. Even if an advisory board were to act in a manner that it believes to be in the best interests of the relevant limited partners, feeder vehicle limited partners and parallel fund limited partners as a whole, there is no assurance that such action will be in the best interests of any particular limited partner, feeder vehicle limited partner or parallel fund limited partner under the circumstances.

Item 9. Disciplinary information

On September 25, 2024, FIG LLC, without admitting or denying any findings, entered into a settlement with the Securities and Exchange Commission (the “Order”) relating to alleged violations of Sections 13(d)(1), 13(d)(2), and 16(a) of the Securities Exchange Act of 1934 and Rules 13d-1, 13d-2, and 16a-3 thereunder. The SEC alleged that FIG LLC did not timely file two initial Schedule 13D disclosures, one Form 3 disclosure, and one Schedule 13D amendment disclosure. Pursuant to the Order, Fortress was ordered to cease and desist from future violations of Section 13(d)(1), 13(d)(2), and 16(a) of the Exchange Act or Rules 13d-1, 13d-2, and 16a-3 thereunder, and paid a civil money penalty in the amount of $200,000.

Item 10. Other financial industry activities and affiliations

Broker-Dealer Interests in certain Fortress Clients are generally offered through Fortress Capital Formation LLC and Fortress Wealth Solutions LLC, each a Fortress affiliate which is an SEC registered broker-dealer and a member of FINRA, as the placement agents (collectively, the “Placement Agents”). FCF does so with respect to institutional investors as defined under Capital Acquisition Broker Rule 016 (definitions) and FWS does so primarily on a wholesale basis with respect to financial intermediaries. The Placement Agents are not utilized by Fortress to execute securities transactions on behalf of Clients. Representatives of the Placement Agents are FIG LLC employees, an entity that controls the Relying Adviser that provides investment advisory services to the Clients being placed.

Read the rest of Item 10 (2,266 more words)

Since the Placement Agents are under common control with Fortress, there is a conflict between the interests of investors with those of the Placement Agents. The Placement Agents are not currently compensated for selling interests in Fortress Clients; rather, the Placement Agents each have an expense sharing agreement with FIG LLC, and, on a monthly basis, is paid for its placement agent services with an amount equal to the expenses incurred by the Placement Agent in the prior month plus 1%. However, the Placement Agents are an affiliate of Fortress, and certain employees who are registered representatives of the Placement Agents, as well as certain other Fortress employees, may be compensated by an affiliate of Fortress based on a variety of factors, including the amount of capital they raise for Clients. Also, as a participating or other servicing broker-dealer in certain private placements, FWS may earn servicing or other fees from Clients. Accordingly, the Management Fees, Promote and other compensation received by Fortress or its affiliates in connection with Clients create a conflict between the interests of the Placement Agents and those of prospective investors. Commodity Pool Operator Effective January 1, 2013, certain of Fortress’s Relying Advisers registered as commodity pool operators (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and became members of the National Futures Association (“NFA”). Generally, Fortress’s CPOs provide their services exclusively to “qualified eligible persons” under CFTC Rule 4.7 or to commodity pools operating pursuant to CFTC Rule 4.13(a)(3). The CPOs are Fortress Credit Advisors LLC and Fortress Japan Opportunity Management LLC, and one of Fortress’s management personnel acts as the Associated Person for both. Investment Adviser As described further in Item 4 (Advisory Business), Fortress is affiliated with the following investment advisers: DBSO TRG FUND (A) ADVISORS LLC DC VALUE RECOVERY II MANAGER LLC DC VALUE RECOVERY III MANAGER LLC DC VALUE RECOVERY IV MANAGER LLC DC VALUE RECOVERY V MANAGER LLC DCVR INVESTMENT ADVISORS LLC DRAWBRIDGE LDVF PATENT ADVISORS LLC

DRAWBRIDGE LONG DATED VALUE ADVISORS LLC DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC FC BSL CLO MANAGER II LLC FC BSL CLO MANAGER III LLC FC BSL CLO MANAGER IV LLC FC BSL CLO MANAGER LLC FC BSL CLO MANAGER V LLC FC BSL CLO MANAGER VI LLC FC BSL IX MANAGEMENT LLC FC BSL MANAGEMENT LLC FC BSL MANAGEMENT LLC SERIES III FC BSL MANAGEMENT LLC SERIES V FC BSL VI MANAGEMENT LLC FC BSL VII MANAGEMENT LLC FC BSL VIII MANAGEMENT LLC FC BSL X MANAGEMENT LLC FC BSL XI MANAGEMENT LLC FC BSL XII MANAGEMENT LLC FC BSL XIII MANAGEMENT LLC FC BSL XIV MANAGEMENT LLC FC BSL XVII MANAGEMENT LLC FC BSL XVIII MANAGEMENT LLC FCF JPEL MANAGEMENT LLC FCFE CM LLC FCO MA CENTRE ADVISORS LLC FCO MA CENTRE II ADVISORS LLC FCO MA III ADVISORS LLC FCO MA IV ADVISORS LLC FCO MA J5 ADVISORS LLC FCO MA LSS ADVISORS LLC FCO MA MI ADVISORS LLC FCO MA MI II ADVISORS LLC FCO MA SC ADVISORS LLC FCO MA SUP ADVISORS LLC FCO MA V ADVISORS LLC FCO V LSS SUBCO ADVISORS LLC FCO XXI CLO CM LLC FCO XXIX CLO CM LLC FCO XXXI CLO CM LLC FCO XXXV CLO CM LLC FCO XXXVII CLO CM LLC FCOD CLO MANAGEMENT LLC FCOO CLO MANAGEMENT LLC FCR ADVISORS LLC FDF MANAGEMENT LLC FDF MANAGEMENT LLC SERIES III FDF MANAGEMENT LLC SERIES IV FDF V MANAGEMENT LLC FIG ITALIA SRL FIG NETHERLANDS B.V.

FLF II MA-CRPTF ADVISORS LLC FLF III-IV MA-CRPTF ADVISORS LLC FNLR MANAGEMENT LLC FORT CRE 2022-FL3 CM LLC FORTRESS ABC II ADVISORS LLC FORTRESS BERMUDA INFRASTRUCTURE PARTNERS ADVISORS LLC FORTRESS CLO ADVISORS LLC FORTRESS CLO MANAGER B LLC FORTRESS CRE ENHANCED INCOME ADVISORS LLC FORTRESS CREDIT ADVISORS LLC FORTRESS CREDIT INVESTMENTS (IRELAND) LIMITED FORTRESS CREDIT OPPORTUNITIES ADVISORS LLC FORTRESS CREDIT OPPORTUNITIES III ADVISORS LLC FORTRESS CREDIT OPPORTUNITIES IV ADVISORS LLC FORTRESS CREDIT OPPORTUNITIES IVA ADVISORS LLC FORTRESS CREDIT OPPORTUNITIES MA ADVISORS LLC FORTRESS CREDIT OPPORTUNITIES MA II ADVISORS LLC FORTRESS CREDIT OPPORTUNITIES MA MAPLE LEAF ADVISORS LLC FORTRESS CREDIT OPPORTUNITIES V ADVISORS LLC FORTRESS CREDIT OPPORTUNITIES V-C ADVISORS LLC FORTRESS CREDIT OPPORTUNITIES VI ADVISORS LLC FORTRESS CREDIT OPPORTUNITIES VI-C ADVISORS LLC FORTRESS EUROPEAN NPL & ASSET RECOVERY III ADVISORS LLC FORTRESS EUROPEAN NPL MA I ADVISORS LLC FORTRESS EUROPEAN NPL OPPORTUNITIES II ADVISORS LLC FORTRESS FCO FUND V MA-C ADVISORS LLC FORTRESS FCO FUND V MA-CRPTF ADVISORS LLC FORTRESS FRIPP EVERGREEN LOAN ADVISORS LLC FORTRESS GLOBAL OPPORTUNITIES (YEN) ADVISORS LLC FORTRESS IMA MANAGEMENT LLC FORTRESS INVESTMENT GROUP (AUSTRALIA) PTY LTD FORTRESS INVESTMENT GROUP (JAPAN) GK FORTRESS INVESTMENT GROUP (ME) LIMITED FORTRESS INVESTMENT GROUP (UK) LTD FORTRESS INVESTMENT GROUP FRANCE SAS FORTRESS INVESTMENT GROUP IBERIA S.L. FORTRESS INVESTMENT GROUP LUXEMBOURG SARL FORTRESS IP ADVISORS C LLC FORTRESS IP ADVISORS II C LLC FORTRESS IP ADVISORS II LLC FORTRESS IP ADVISORS III C LLC FORTRESS IP ADVISORS III LLC FORTRESS IP ADVISORS LLC FORTRESS ITALIAN NPL OPPORTUNITIES FUND ADVISORS LLC FORTRESS ITALIAN REAL ESTATE OPPORTUNITIES FUND ADVISORS LLC FORTRESS JAPAN INCOME MANAGEMENT LLC FORTRESS JAPAN OPPORTUNITY MANAGEMENT LLC FORTRESS LEGAL ASSETS ADVISORS II LLC FORTRESS LEGAL ASSETS ADVISORS LLC FORTRESS LENDING ADVISORS II LLC

FORTRESS LENDING ADVISORS III LLC FORTRESS LENDING ADVISORS IV (U) LLC FORTRESS LENDING ADVISORS IV LLC FORTRESS LENDING ADVISORS LLC FORTRESS LENDING ADVISORS V LLC FORTRESS LHB ADVISORS GP LLC FORTRESS LHB ADVISORS LP FORTRESS MBI ADVISOR LLC FORTRESS MIC MA ADVISORS LLC FORTRESS MK ADVISORS LLC FORTRESS NLI ADVISORS LLC FORTRESS NSR ADVISOR LLC FORTRESS REAL ESTATE (HK) LIMITED FORTRESS REAL ESTATE OPPORTUNITIES ADVISORS III LLC FORTRESS REAL ESTATE OPPORTUNITIES ADVISORS IIIA LLC FORTRESS REAL ESTATE OPPORTUNITIES ADVISORS IV LLC FORTRESS REAL ESTATE OPPORTUNITIES ADVISORS IVA LLC FORTRESS REAL ESTATE OPPORTUNITIES ADVISORS LLC FORTRESS REDCO CO-INVESTMENT GP LLC FORTRESS SPECIAL OPPORTUNITIES ADVISORS LLC FORTRESS TSX BROADWAY ADVISORS LLC FORTRESS VINTAGE SECURITIES FUND ADVISORS LLC FPE MANAGEMENT LLC FRO MA I ADVISORS LLC FRO REOC ADVISORS LLC FPLF MANAGEMENT LLC1 FMAC MANAGEMENT LLC2 CONSONANT INVESTMENT MANAGEMENT CO., LTD. CWCI LLC3 Each Client’s general partner is also deemed to be registered with the SEC pursuant to FIG LLC’s registration in accordance with SEC guidance related to special purpose vehicles. Real Estate Broker Fortress Investment Group (Japan) GK (“FIG Japan”), a Fortress affiliate, holds (i) a real estate brokerage license, which is required for an entity to engage in the business of selling real estate in Japan, and (ii) a Real Estate Syndication Operator license (Types 3 and 4), which is required for an entity to engage in certain types of real estate transactions and solicitations involving

As also noted in Item 4, the BDC Adviser, which is an affiliate of FIG LLC and registered with the SEC as an investment adviser, manages the assets of the BDC. The BDC Adviser files a separate ADV Part 1, which is available at www.adviserinfo.sec.gov. The Firm and the BDC Adviser intend to conduct their activities in accordance with the Advisers Act and the rules thereunder. Any personnel of the Firm and the BDC Adviser and any other persons acting on their behalf are and will be subject to the supervision and control of the Firm and the BDC Adviser, as applicable.

FMAC Management LLC, which is wholly owned by FIG LLC, and is an advisory affiliate of FIG LLC, files a separate ADV Part 1, which is available at www.adviserinfo.sec.gov.

CWCI LLC, which is wholly owned by Fortress managed funds, and is an advisory affiliate of FIG LLC, files a separate ADV Part 1 and 2, which are available at www.adviserinfo.sec.gov.

real estate syndication contracts in Japan, in each case which FIG Japan may do on behalf of certain Clients. Additionally, Consonant Investment Management Co. Ltd., a Fortress affiliate, holds a real estate brokerage license, which is required for an entity to engage in the business of selling real estate in Japan. Insurance Agent Palisade Insurance Partners LLC, an entity that may be deemed to be a Fortress affiliate, is a managing general underwriter, which is a type of insurance agent. In addition, Drawbridge Re Cayman SPC Ltd., a Fortress affiliate, is licensed as a Class B Insurer by the Cayman Islands Monetary Authority. Interests in Third Party Investment Advisers Fortress affiliates may from time to time maintain minority interests in certain third party investment advisers. Such investment advisers provide advisory services to unaffiliated funds in which Clients have invested. To the extent that fees are charged by such investment adviser with respect to the Client’s investment, Fortress generally rebates the Client’s fees to offset the fee income received by the Fortress affiliate as a result of such investment, but may not do so in all cases. Conflicts Restrictions on Client Trading Activities Resulting from the Acquisition of Material Non-Public Information Fortress employees regularly acquire confidential information and Fortress may enter into confidentiality and/or “standstill agreements” when assessing investment opportunities. By reason of its various activities, Fortress and its employees may have access to material nonpublic information (“MNPI”) about an issuer. Additionally, a Fortress employee may from time to time serve as a director, or in a similar capacity, or as an executive officer, with respect to companies (including Permanent Capital Vehicles), the securities of which may be purchased or sold on behalf of Clients, where such service may prohibit all Clients from engaging in transactions in certain issuers. For example, employees of Fortress may acquire MNPI in the ordinary course of their investment activities, which acquisition may result in restrictions on a Client’s ability to sell a portfolio investment at a time when it might otherwise have done so. Any of these activities could prevent Clients from buying or selling securities or other interests in an issuer, potentially for an extended period. Potential Benefits from Portfolio Companies In order to encourage greater knowledge and understanding of their products and services, or as a general matter for “friends and family,” certain portfolio companies owned by Clients may, from time to time, offer product and service discounts to Fortress employees.

Fortress Relationships with SPACS Fortress has sponsored several special purpose acquisition vehicles (“SPACs”) and may continue to sponsor additional SPACs in the future. Such SPACs are formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The investment objective of such SPACs may overlap with the investment objective of Fortress Clients, potentially causing Fortress-sponsored SPACs and Clients to compete for limited business opportunities. In addition, Clients may invest in non-affiliated SPACs, and Fortress-sponsored SPACs may compete for business opportunities with such non-affiliated SPACs in which Clients invest. Although Fortress does not consider the following disclosures regarding Fortress Owner to present a “material conflict of interest” with Clients, please note the following: Potential Regulatory Limitations/Obligations and Information Barriers The activities of Fortress are generally separate from Fortress Owner. For regulatory and contractual reasons there is an information barrier between Fortress and Fortress Owner. In the event the barrier fails to withstand regulatory scrutiny, Clients may be disadvantaged or suffer losses. Notwithstanding such information barrier, conflicts of interest relating to Fortress’s relationship with Fortress Owner may exist. Such conflicts of interest may include, but are not limited to, overlapping investment mandates and restrictions imposed on Fortress due to the activities of Fortress Owner and issues concerning the investments made by Clients in entities or assets in which Fortress Owner may also invest for its clients. Other Potential Regulatory Limitations Certain Clients may be subject to restrictions that are applicable only because other Clients or affiliates of Fortress are also invested in the same securities. For example, position limits – i.e., the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular financial instrument – imposed by various regulators may limit Fortress’s ability to effect certain desired trades for Clients. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if one Client’s account does not exceed applicable position limits, it is possible that positions held by other Clients may be required to be aggregated for purposes of applying position limits and, as such, a Client may be prevented from owning certain investments because of the activity of other Clients. If at any time any aggregated positions managed by Fortress were to exceed applicable position limits, Fortress would be required to liquidate positions in some or all of its Client accounts to the extent necessary to come within those limits. Fortress will choose whether and how to liquidate positions to maintain compliance with the applicable limits in its sole discretion. Generally, Clients may be prevented from participating in investments, or disposing of them at an otherwise opportune time, due to regulatory constraints, including those that apply by virtue of the advisory, control or other relationship between Fortress, its affiliates, the Fortress Owner and members of the Fortress Owner Group, on the one hand, and the Client, on the other.

The Fortress Owner In connection with the Transaction, both Fortress and Fortress Owner have ongoing obligations to the Committee on Foreign Investment in the United States (“CFIUS”) which remain in effect indefinitely, and Fortress may be prohibited from making certain investments at the discretion of CFIUS. Such ongoing obligations may continue to affect Fortress after the Transaction (see Item 2 (Material Changes)). Due to the breadth of Fortress Owner’s corporate structure and its investment related activities, it is possible that other conflicts may arise that are not currently foreseeable.

Item 11. Code of ethics, participation in client transactions and personal trading

Code of Ethics. Fortress is subject to a Code of Ethics (the “Code of Ethics”) which sets out standards of business and personal conduct for each employee (which for these purposes may include other persons such as certain consultants, advisors, temporary employees and other persons designated from time to time) and addresses conflicts that may arise from personal trading by such persons and provides for disciplinary sanctions for violations of the Code of Ethics. The Code of Ethics is available upon written request of current or prospective investors in the Clients.

Read the rest of Item 11 (5,000 more words)

The policies and procedures set forth in the Code of Ethics recognize that, as an investment adviser, Fortress is in a position of trust and confidence with respect to Clients and has a duty to place the interests of Clients before the interests of Fortress and its employees unless otherwise disclosed. This duty includes an obligation to address and mitigate conflicts of interest. However, Fortress may have a conflict of interest in that it is the one identifying such conflicts. The Code of Ethics also recognizes that as an investment adviser registered under the Advisers Act, Fortress has a further obligation to comply with the provisions of the Advisers Act as well as the other U.S. federal securities laws. The Code of Ethics includes, among other things, requirements with respect to standards of conduct in dealings with various parties and regarding conflicts of interest with Clients. Personal Trading Under the Code of Ethics, Fortress principals and employees are generally not permitted to purchase or sell, directly or indirectly, any security that is currently held by a Client or that is, to his or her knowledge, being considered for purchase or sale by a Client; provided, however, that the Fortress Legal and Compliance Department may approve such a trade for employees who are not involved in portfolio management or trading on behalf of a specific Client within the relevant business when the proposed purchase or sale is: (a) an equity transaction involving less than 1% of the trailing 60-day average daily volume of an issuer, provided that such issuer has a market capitalization greater than $1 billion; or (b) determined to be a transaction that is unlikely to have an economic impact on any Client or on any Client’s ability to purchase or sell the same or similar securities. The Fortress Legal and Compliance Department may grant exceptions to employees who are involved in portfolio management or trading on behalf of a specific Client in the event it is determined that such an exception would be consistent with applicable law. It is possible, in such circumstances, that a Fortress principal or employee may buy or sell the same securities at a better price for its own account than a Client that buys or sells the same securities on the same day. In addition, Fortress may purchase or sell for a Client securities of an issuer in which its employees also have a position or interest. Other restrictions applicable to the personal trading of Fortress employees include, for example, a 30-day holding period, a prohibition against trading securities listed on Fortress’s Restricted Trading List, a prohibition against short selling, and prohibitions against writing options or futures contracts.

In addition, the Code of Ethics requires, with limited exceptions, that all reportable personal securities transactions by a Fortress principal or employee be pre-approved by an authorized member of the Fortress Legal and Compliance Department, and, in some cases, by senior business personnel. In certain instances, the Principals and other senior executive employees may utilize the assistance of employees who report to them in fulfilling this requirement. Recommendations of Securities in which Fortress or an Affiliated Person has Some Financial Interest Fortress engages in a broad spectrum of activities, including direct (or principal) investment activities for its own account and investment advisory activities that, with respect to any particular Client, are independent from, and may from time to time conflict with, overlap with or compete with, the investment activities of other Clients. As a result, Fortress is subject to various potential conflicts of interest. Fortress invests in and provides investment advisory services with respect to initial public offerings (“IPOs”) or other new issues, which may include those sold or issued by the Permanent Capital Vehicles or companies that are owned, in whole or in part, by Clients (such as portfolio companies). Fortress may cause Clients to invest in securities or other interests sold or issued by entities in which Fortress or a related party, including a principal, has an interest. Such interest may result from, among other things, a direct or indirect investment in the applicable entity, a Fortress employee or principal serving as an officer or director of the entity, or from Fortress receiving, directly or indirectly, Management, Promote or other fees from such entity. This may also result in causing Clients to invest in the IPOs or other new issues of companies that Fortress manages or that are owned by other Clients that Fortress manages. In addition, Fortress employees or other Affiliated Persons may have a direct or indirect ownership interest in a Private Fund, Managed Account, or Permanent Capital Vehicle as a result of (1) direct investments in such Clients; (2) ownership interests in Fortress affiliates (including, without limitation, Relying Advisers) that are entitled to receive Management Fees and/or Promote from Clients (often referred to as “points” or “carry”). Affiliated Persons may also have interests in service providers that receive compensation from a Client or portfolio company or other investment of a Client. Further, certain Clients, from time to time and consistent with applicable law and agreements, may be invested in Fortress’s other Clients. Cross Transactions and Principal Trades From time to time, subject to applicable investment guidelines and restrictions, Fortress may acquire a security in a proprietary account temporarily on behalf of a Client and then transfer the security to the Client account (e.g., through a “warehousing” transaction). In addition, Fortress may direct one Client account to sell securities to another Client account, including Client accounts in which Fortress or its personnel may have a proprietary investment, through a so called “cross transaction,” when Fortress deems the transaction to be in the best interest of each participating Client (e.g., for rebalancing or tax purposes, liquidity purposes, or to reduce transaction costs that may arise in an open market transaction). Such cross

transactions may be made with or without the services of a broker-dealer. When effecting cross transactions between Clients, Fortress may have conflicting loyalties and responsibilities with respect to each participating Client, and Fortress will generally rely on the applicable valuation procedures to determine the appropriate price to effect the transaction. To the extent that any such transaction qualifies as a “principal transaction” (i.e., where Fortress is acting as principal for its own account and knowingly transacts with a Client) under the Investment Advisers Act, Fortress will conduct such transaction in accordance with the provisions of Section 206(3) of the Investment Advisers Act. In addition, Fortress conducts a number of activities to address, monitor and manage such potential conflicts, including those related to cross trades between and/or among Fortress and its Clients. Various members of the Firm’s Legal and Compliance Department are involved in oversight, review and approval of cross trades in a number of ways depending on the context of such trades. Furthermore, where deemed necessary in Fortress’s discretion, actual or potential conflicts in connection with a cross trade are brought to Clients’ advisory boards for approval (or, in the case of the Permanent Capital Vehicles, their respective public company boards).Fortress may have a conflict of interest in deciding whether to go to the board. Allocating Investment Opportunities and Related Conflicts of Interest The investment objectives and programs of a Client, or of Fortress itself, may be similar to, or overlap with, the investment objectives and proposed investment programs of other Fortress Clients or Fortress itself and, therefore, certain Clients regularly compete for investment opportunities with each other and potentially with Fortress. Further, information relating to investment opportunities may be shared across the investment management teams for the different Clients of Fortress. As a result, the allocation of investment opportunities gives rise to potential and actual conflicts of interest. Allocation of limited investment opportunities In making allocation decisions with respect to limited investment opportunities that could reasonably be expected to fit the investment objectives of multiple Clients, portfolio companies of Clients, or of Fortress itself, Fortress anticipates that it may consider one or more of the following factors that it deems relevant, including but not limited to: (1) relative amounts of capital for new investments; (2) relative exposure to market trends; (3) the size, liquidity and anticipated duration of the proposed investment; (4) the target return/risk profile; (5) the extent to which the investment strategy to which the applicable investment opportunity relates fits within the Client’s overall investment program, taking into account that investment strategies of different Clients overlap to varying degrees; (6) the relative portfolio positions of the Clients for which participation in the applicable investment opportunity is appropriate; (7) investment period or fund term of the Clients; (8) contractual provisions applicable to a specific Client, including, without limitation, exclusivity provisions including exclusive rights to or to opt out of investment opportunities that may have been granted to particular Clients, as well as the allocation principles set forth in the offering documents of particular Clients; (9) regulatory and tax considerations; (10) likelihood of current income; (11) portfolio concentration limits and imbalances; (l2) risk (including leverage) limits and guidelines; (13) the ramp up or wind down of a Client, and, where applicable, (14) the specific Portfolio Manager responsible for sourcing the investment opportunity, or such other factors as Fortress deems to be appropriate.

Among others, these factors provide substantial discretion to Fortress in allocating investment opportunities. Notwithstanding the foregoing, IPOs of equity securities will generally be allocated only amongst Clients within the Fortress Multi-Manager business, as IPOs are not within the primary investment objectives of Clients in the traditional Fortress Credit business. Further, two or more Clients may hold an investment for which there is extremely limited, or no, liquidity or that is subject to legal or other restrictions on transfer. In a situation where Fortress is limited in its ability to dispose of an investment, Fortress may consider the factors described above in allocating the sale of such an investment. Certain Private Funds managed by Fortress may have a right of first refusal with respect to investments falling within the scope of such fund’s “primary investment objective” (such provision being known as an “exclusivity grant”). While exclusivity grants are limited in scope and duration, they may nonetheless result in an investment opportunity being offered solely to a Client with an exclusivity grant even though the investment opportunity is within the investment objective(s) of one or more additional Clients. If an investment opportunity is available in limited quantities, Fortress may have an incentive to allocate such investment opportunity to Fortress or its employees or to one Client rather than other Clients. For example, such an incentive may arise if the economic interests of Fortress and its employees in certain of these Clients, when combined with their rights to Management and/or Promote or other fees, are significantly larger than their direct and indirect economic interests in other Clients. Such an instance may lead to fewer, and less attractive, investment opportunities being made available to Clients than would have been the case had Fortress and its employees been restricted from pursuing proprietary investments and/or investment programs on behalf of Clients. Fortress’s portfolio managers may, from time to time, seek to purchase equity or debt securities in initial or secondary public offerings on behalf of multiple Clients, including those sold or issued by companies that are owned, in whole or in part, by Clients (i.e., Fortress portfolio companies). In certain cases, such initial or secondary public offerings may be limited in nature and Clients may receive less than they would if other Clients were not competing for such investments. In all of the foregoing, Fortress may have a conflict of interest. Potential conflicts due to overlapping Client investments Where Clients, Fortress itself, or its employees hold the same investment, the differing investment objectives of such Clients, as well as other factors applicable to the specific situation, may result in a determination to dispose of, or retain, all or a portion of such investment on behalf of a Client (or on behalf of Fortress itself or its employees) at different times as such investment or portion thereof is being disposed of, or retained, by other Clients. In addition, particularly with respect to illiquid or private investments, conflicts of interest can arise when disposing of a particular investment which would be beneficial for one Client while retaining such investment would be beneficial for another Client. Fortress may also invest in securities on behalf of one Client (or Fortress itself or its employees may purchase such securities) that may differ from investments made on behalf of other Clients, even though the investment objectives of other Clients may be similar. Moreover, Fortress (in respect of its proprietary investments or those

of a Client) and Fortress’s employees may make investments or engage in other activities that reflect views with respect to an investment, a particular security or relevant market conditions that are inconsistent with the views underpinning decisions made by Fortress with regard to the investments of a particular Client. For example, Fortress or its employees may hold a long position in a security while a Client may be short in the same security. In addition, Fortress expects to make other business decisions on behalf of certain Clients relating to investments independent of the manner in which it approaches a similar or even the same investment held by other Clients. Consequently, Fortress, on behalf of certain Clients, may choose not to hedge certain risks that other Clients hedge, or certain Clients may be exposed to risks of financing on an investment when other Clients are not. Further, in some instances, Fortress may choose to coordinate its Clients’ activities (such as timing dispositions in an orderly way in order to avoid affecting the share price of an investment in an unduly volatile manner) with respect to investments held by more than one Client, when it would theoretically be possible for Fortress to act unilaterally with respect to a particular Client’s holdings in such investment. Such coordination could have the effect of lowering returns for a particular Client with respect to an investment relative to what might have been achieved absent such coordination. Should a particular Client invest in something in which other Clients hold an interest, the investment by such Client could be viewed, especially in hindsight, to have been made on a non-arm’s length basis and could have an effect (either positive or negative) on the market price of the initial investment. It is not uncommon for a Client, or Fortress itself, to hold interests in an entity that are of a different class or type than the class or type of interest held by another Client. For example, one Client may hold securities in an entity and other Clients may hold equity or debt of such entity that are senior or junior to the securities held by the first Client, which could mean that all such Clients will be entitled to different payment or other rights, or that in a workout or other distressed scenario the interests of one Client might be adverse to those of other Clients and one Client might recover all or part of its investment while the other Clients might not, or the Clients may have a set of interests related to the conduct of such entity that are divergent from the interests of the holders of equity of such entity. Clients will not be required to take any action or refrain from taking any action to mitigate another Client’s losses in such a scenario, and Fortress will make decisions on how to resolve such situations in its sole discretion. In all such situations above, Fortress may have a conflict of interest. Co-investments To the extent that a particular investment opportunity exceeds the desired allocation to the Clients, or there are current or prospective investors in such investment opportunity that Fortress believes will be of benefit to the Clients or who may provide a strategic, sourcing or similar benefit to Fortress, the Clients or one or more of their respective affiliates due to industry expertise, end-user expertise or otherwise, Fortress may, in its discretion, offer the opportunity to co-invest alongside the Clients to, or otherwise partner with, one or more such strategic co-investors or any other person (including Fortress affiliates, current and former

employees of Fortress and its affiliates and the directors of Fortress, a company’s management team members, consultants and advisors) (collectively, “Co-Investors”). In certain circumstances the Clients are expected to co-invest with Co-Investors through partnerships, joint ventures or other entities or arrangements. Such investments generally involve potential risks not present in investments where a third-party is not involved, including the possibility that a third party co-venturer or partner may at any time have economic or business interests or goals that are inconsistent with those of the Clients, may encounter liquidity or insolvency issues or may be in a position to take action contrary to the investment objectives of the Clients. In addition, the Clients may in certain circumstances be liable for actions of its third-party co-venturer or partner. There can be no assurance that the Clients’ return from a transaction would be equal to and not less than the return of another party that was allocated a co-investment opportunity and that is participating in the same transaction. In exercising its discretion in connection with such co-investment opportunities, including with respect to allocating a particular investment to and among potential co-investors and determining the terms thereof, Fortress is permitted to consider some or all of a wide range of factors (some or all of which may benefit Fortress or its affiliates), including: (i) the ability of a potential co-investor to react promptly to a co-investment opportunity (including taking into account any corporate, board or other required approvals); (ii) any strategic advantages that may result from a potential Co-Investor’s participation in a co-investment opportunity (including size-based pricing discounts that would be provided to the Clients); (iii) a potential Co-Investor’s commitment to a Client; (iv) arrangements Fortress (or a Fortress affiliate) has entered into or intends to enter into that grant priority or customized allocation processes or other preferential terms with respect to co-investment opportunities; (v) the likelihood that a potential Co-Investor may invest in a Client and/or a future Client; (vi) the potential CoInvestor’s investable assets relative to the size of the co-investment opportunity; (vii) tax, regulatory and/or securities law considerations (including any possible registration or regulatory approval requirements); (viii) confidentiality concerns that may arise in connection with providing the potential Co-Investor with specific information relating to the co-investment opportunity; (ix) whether the potential Co-Investor’s participation in an investment opportunity may subject the Clients to legal, regulatory, reporting or other burdens or could impair the ability of Fortress to execute the relevant transaction in the desired time or on desired terms; (x) the size of the investment allocation and practicality of dividing it among multiple potential Co-Investors; (xi) lender requirements; (xii) whether a co-investment vehicle has been established; and/or (xiii) whether Fortress believes that allocating investment opportunities to the potential Co-Investor will help establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to Fortress, the Client, or future Clients or other Fortress affiliates. As discussed in greater detail below, in certain circumstances Fortress is authorized to grant certain third-party investors, including those that have invested in established co-investment vehicles, the opportunity to have priority in co-investment opportunities and/or invest at the same allocation priority as the Clients, subject to the restrictions on granting favorable rights as set forth in each relevant agreement between Fortress and the relevant Client. Furthermore, decisions regarding whether and to whom to offer co-investment opportunities may be made by Fortress in consultation with other participants in the relevant transactions, such as a co-sponsor, target, or seller. Additionally, from time to time, certain service providers (e.g., lenders) seek to negotiate co-investment rights as a component of their compensation or in exchange for granting better terms to Fortress, a fund or a portfolio investment in connection with the services provided. In any event, no investor should have any expectation of receiving any such investment opportunity

or to be owed any duty or obligation in connection therewith. The commitment of Co-Investors to an investment opportunity may be substantial and such investments may involve risks and conflicts not present in investments where such Co-Investors are not involved. Co-Investors will typically bear their pro rata share of fees, costs and expenses related to the discovery, investigation, development, acquisition or consummation, ownership, maintenance, monitoring, hedging and disposition of their co-investments, and may be required to pay their pro rata share of fees, costs and expenses related to potential investments that are not consummated, such as breakup fees or broken deal expenses. Although Fortress endeavors to allocate such fees, costs and expenses on a fair and reasonable basis, Co-Investors may not agree to pay or otherwise bear, or it may otherwise not be practicable for Co-Investors to bear, fees, costs or expenses related to unconsummated co-investments. In such event, to the extent permitted by applicable law, such fees, costs and expenses will be considered operating expenses of and be borne by the Clients. Further, it is possible that a Co-Investor may experience financial, legal or regulatory difficulties, may at any time have economic or business interests or goals that are inconsistent with those of the Clients, may take a different view from Fortress as to the appropriate strategy for an investment, or may be in a position to take action contrary to the Clients’ investment objectives. Finally, the Clients may in certain circumstances be liable for the actions of the Co-Investors. Fortress, Fortress Owner or any of their respective affiliates may make an investment, or otherwise participate, in any co-investment entity. There is no guarantee for any investor or the Clients themselves that it will be offered any coinvestment opportunities. In addition, the terms of any co-investment will be as negotiated by Fortress with the applicable Co-Investor and no such Co-Investor should assume that a particular advisory fee rate, carried interest rate or other term or provision will be offered as a result of, among other things, such Co-Investor’s investment in the Client or any other Fortress Managed Account. Fortress expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the Clients for a number of reasons, including because (i) co-invest opportunities generally appeal to Co-Investors and third parties, (ii) to the extent co-investments made by Co-Investors are not subjected to Management Fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons and (iii) Co-Investors’ proportionate share of a particular investment typically is not subject to the Management Fee offset provisions of the relevant agreement between Fortress and the relevant Client. Fortress expects from time to time to charge Co-Investors certain negotiated management and/or other fees and/or enter into other compensation related arrangements with such CoInvestors in exchange for providing services related to the co-investment. Fortress generally has broad discretion and wide latitude to structure and negotiate such co-investments, as well as the amount and manner of payment of any related fees or other compensation. The Clients will not benefit from any such compensation. Further, Fortress expects in certain circumstances to be paid transaction, advisory, break-up, director’s, origination, monitoring, or similar fees from, on behalf of or with respect to CoInvestors in an investment, and to be reimbursed for expenses. While the Clients will receive a reduction to the Management Fee with respect to the Clients’ allocable portion of any such

fees in connection with such investments, the Management Fee will not be reduced by the portion of any such fees allocable to such Co-Investors, which may be significant. Fortress and its affiliates have received an order from the SEC that permits the BDC and registered closed-end investment companies managed by Fortress to invest in portfolio companies alongside each other and with affiliated investment funds (the “Co-investment Exemptive Order”). Investments made in reliance on the Co-investment Exemptive Order are subject to compliance with certain conditions and other requirements, which could limit a Client’s ability to participate in an investment opportunity. A Client’s ability to participate in an investment opportunity with other Clients is subject to compliance with existing regulatory guidance, applicable regulations and Fortress’s investment allocation procedures. Valuation Considerations Under the governing documents of certain Fortress private funds, there are circumstances where the Management Fee is calculated by reference to the valuation of such Client's assets. Where the Management Fee is calculated taking into account the valuation of an investment, Fortress will have incentives to make determinations that result in the continued payment of, or the payment of a higher, Management Fee. As such, Fortress is subject to potential conflicts of interest when making such a determination and under certain circumstances would specifically be incentivized to delay or avoid valuing a portfolio investment at or below its cost basis, in order for Fortress to receive higher Management Fees. Fortress maintains valuation policies and procedures that guide its ongoing periodic valuation process. However, in all events, valuation of illiquid assets for which there is no ready market involves subjective judgments, and there can be no assurance that the discretion exercised and resulting judgments would be the same as if the conflicts of interest discussed above did not exist. Customized Terms for Investors Fortress believes that the application of a single set of terms to all investors facilitates the efficient operation of the Client by minimizing the complexity and cost associated with customization and accordingly the relevant agreement between Fortress and the relevant Client reflect terms typically addressed in “side letters” requested or required by certain investors. For example, the relevant agreement between Fortress and the relevant Client contain provisions relating to: (i) limitations on the exercise of the power of attorney; (ii) allowing for the disclosure of certain information by investors subject to the Freedom of Information Act and/or other similar public disclosure laws; (iii) relating to in-kind distributions and the potential sale of such assets on behalf of investors by Fortress; (iv) notices to the advisory board and/or investors of the occurrence of certain events and/or certain other information; (v) requirements to obtain legal advice with respect to limited liability on certain foreign investments; (vi) representations and procedures regarding anti-money laundering, sanctions, and similar laws; (vii) providing investors access to Client books and records and the requirement for Fortress to maintain records for specified periods of time; (viii) providing for consent with respect to certain permitted investor transfers; (ix) customary representations and warranties of Fortress; (x) notices relating to cyber-security breaches; (xi) limitations on Fortress’s disclosure of confidential information regarding investors, including in marketing the Clients; (xii) sovereign immunity; (xiii) relating to jurisdiction and venue; and other similar provisions.

Notwithstanding the foregoing, Fortress or any Client reserve the right to permit an investor to invest on customized terms, where such terms may be captured in written agreements entered into by the applicable investor and Fortress or any Client (each such agreement or similar agreement, a “Side Letter”). A Side Letter is expected to contain certain rights and terms that are more favorable to an investor than those provided to other investors by the relevant agreement between Fortress and the relevant Client. Such terms are expected to include (i) the ability to opt-out of certain investments, which, if exercised, would increase the pro rata interest of other investors in those investments; (ii) more favorable fee terms such as reduced or modified Management Fee, and/or custom Promote arrangements; (iii) specific reporting, disclosure or notification obligations of Fortress or the Clients; (iv) the right to transfer interests in the Clients to an investor’s affiliates; (v), the right to appoint a representative to an advisory board; (vi) the offering of co-investment opportunities and/or (vii) other customized terms requested by an investor that are considered reasonable by Fortress or any Client in its discretion. The rights and terms of a Side Letter of an investor shall apply solely to that investor; however, in certain circumstances, other investors may be granted certain disclosure rights with respect to the Side Letters of other investors. For example, Fortress may disclose the Side Letters or Side Letter provisions of other investors pursuant to the “most favored nation” (“MFN”) clause in the investor’s Side Letter or the relevant agreement between Fortress and the relevant Client. Fortress or any Client may permit affiliates, employees, certain business associates, direct or indirect investors in Fortress and other “friends and family” of Fortress or the Clients to invest directly or indirectly in the Clients on terms which may be more favorable than those offered to the other investors, including with respect to the payment of Management Fee and Promote. To the extent Fortress or the Clients incur expenses in connection with the negotiation, entering into and ongoing compliance with the Side Letters, as well as the MFN process related thereto, such expenses shall be borne by the Clients and comprise fund expenses. Fortress shall not be, to the fullest extent permitted by applicable law, under any obligation to give the investors notice of any Side Letters, except as expressly provided for in relevant agreement between Fortress and the relevant Client, including any Side Letter. Investors will have no recourse against the Client, Fortress or any of its respective affiliates in the event that certain other investors receive additional and/or different rights and/or terms as a result of such Side Letters or similar agreements. Side Letters will generally be based on such factors as whether investors have made or have proposed to make relatively large commitments to the Clients or that are anticipated to be important to future Fortress fundraising campaigns; whether investors have a broader strategic relationship with Fortress, whether investors are subject to specific legal, tax or regulatory requirements or policies applicable to them; and other criteria Fortress or any Client considers reasonable in its discretion. As a result, returns may vary from investor to investor depending on any customized terms given to investors in their Side Letters.

Item 12. Brokerage practices

Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. Clients’ securities transactions can be expected to generate a substantial amount of brokerage commissions and other compensation, all of which the Clients will be obligated to pay. Fortress has discretion in deciding which brokers-dealers a Client will use and in negotiating the rates of commissions a Client will pay. Fortress will buy and sell securities directly from or to dealers acting as principal at prices that include mark-ups or mark-downs, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers.

Read the rest of Item 12 (1,884 more words)

In selecting brokers and dealers to effect portfolio transactions for its Clients, Fortress seeks to obtain best execution, taking into consideration the price of a security offered by a broker-dealer, as well as the full range and quality of such broker-dealer’s services, including, among other things and to the extent applicable, price, transaction costs, ability to effect transactions, reliability and financial responsibility, responsiveness to Fortress, access to company management, access to deal flow and precedent transactions, ability to provide financing commitments, the broker-dealer’s provision or payment of the costs of research and other services or property that are of benefit to the applicable Client or to Fortress and other factors that Fortress deems appropriate to consider under the circumstances. If Fortress decides, based on the factors set forth above, to execute over-the-counter (“OTC”) transactions on an agency basis through Electronic Communications Networks (“ECNs”), it may also consider one or more of the following factors when choosing to use one ECN over another: the ease of use, the flexibility of the ECN compared to other ECNs, and the level of care and attention that will be given to smaller orders. Fortress does not in all cases solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Accordingly, if Fortress determines that the amount of commissions charged by a broker-dealer is reasonable in relation to the value of the brokerage and products or services provided by such broker-dealer, the Client may pay commissions to such broker-dealer in an amount greater than the amount another broker-dealer might charge. In addition, in the ordinary course of business, Fortress may utilize broker-dealers that employ Affiliated Persons and may benefit, directly or indirectly, from Fortress’s brokerage business. Research and other soft dollar benefits Generally, research services provided by broker-dealers may include, but may not be limited to, information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts, and personal meetings with security analysts. In addition, such research services may be provided in the form of access to various computer-generated data, and meetings arranged with corporate and industry spokespersons, economists, academics, and government representatives. Finally, brokerage services may include post-trade services or communication services related to executing, clearing and settlement of transactions.

In accordance with the Section 28(e) of the Exchange Act, Fortress is permitted to pay higher commissions to broker-dealers than could have otherwise been negotiated in the market if it receives research or brokerage products or services from that broker-dealer if Fortress determines, in good faith, that the commission paid is reasonable in relation to the value of the brokerage and research services provided. Fortress may from time to time pay a broker-dealer commissions (or mark-ups or mark-downs with respect to certain types of riskless principal transactions) for effecting Client transactions in excess of that which another broker-dealer might have charged for effecting the same transaction in recognition of the value of the research and brokerage services provided by the broker-dealer. The use of Client brokerage commissions (or mark-ups or markdowns) to obtain research or other products or services is beneficial to Fortress because it consequently does not have to produce or pay for the research, products or services. Fortress may have an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than the Clients’ interest in receiving most favorable execution. Fortress may effect such transactions, and receive such research and brokerage services outside of the safe harbor provided by Section 28(e) of the Exchange Act. Research and brokerage services obtained with “soft dollars” generated by one or more Clients may be used by Fortress to service one or more other Clients, and there will be instances where the research and brokerage services obtained by Fortress will not benefit a particular Client to the extent of the expense of such services for that Client. In the event that Fortress does enter into a formal soft dollar arrangement in the future, goods and services that might be provided under such arrangements could include mixed use products where Fortress may determine that a research product or service has both a research and non-research use. In this case an allocation must be made between the research and non-research functions, with the portion allocable to research being paid with commission dollars, and the non-research portion being paid by Fortress. At least annually where applicable, Fortress considers, among other things, the amount and nature of brokerage and products or services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of its Clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any brokerdealer may be less than the suggested allocation, but can, and often does, exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. However, a broker-dealer is not excluded from receiving business from a Client because it has not been identified as providing research or brokerage services. Brokerage for Investor Referrals Fortress has entered into agreements on behalf of certain Clients with certain brokerdealers that act as prime brokers on behalf of those Clients. From time to time, Fortress is introduced to potential investors by its prime brokers and may receive other benefits from its prime brokers. Similarly, Fortress, on occasion, receives similar benefits from other broker-dealers or counterparties it transacts with from time to time. Fortress or its Clients may compensate such third party brokers for introducing Fortress to potential

investors or for any investments ultimately made by such investors. Such introductions and other products or services Fortress may receive from such third party brokers may present a potential conflict of interest to the extent Fortress uses such brokers in connection with brokerage, financing and other activities on behalf of its Clients, since Fortress may have an incentive to select brokers based on its interest in receiving such introductions and other products or services rather than seeking the most favorable execution on behalf of its Clients. From time to time, Clients may accept subscriptions from full-service financial firms (or their related persons) that are investing on their own behalf or on behalf of thirdparties. The financial service firms may have related entities that include broker-dealers and Fortress may from time to time utilize such broker-dealers when Fortress believes that use of a particular broker-dealer is appropriate under the circumstances. Directed Brokerage Fortress has discretion in deciding which broker-dealer its Clients will use and in negotiating the rates of commissions that Clients will pay and may, under certain circumstances, permit Clients to direct brokerage (in which case Fortress may not be able to aggregate orders to reduce transaction costs). Liability of Fortress for Certain Acts or Omissions, Including Trade Errors On occasion, trades may be executed on behalf of a Client that are inconsistent with the trading instructions of a Fortress portfolio manager or are the result of some other error in the trading process. Such trades are known as "Trade Errors" and are deemed to have occurred when, as a result of such inconsistency or other error in the process: (i) the wrong investment is purchased or sold; (ii) the wrong quantity of an instrument is purchased or sold; (iii) a purchase is made instead of sale or sale is made instead of a purchase; (iv) there is a material misallocation of a trade to a Client or (v) an investment is purchased or sold in violation of regulatory or contractual obligations. Trade Errors do not include scenarios that do not result in a trade. Trade Errors frequently result in losses but may, occasionally, result in gains. Fortress or Relying Adviser will endeavor to detect Trade Errors expeditiously and correct and/or mitigate them as soon as reasonably practicable under the circumstances. To the extent a Trade Error is caused by a third party, such as a broker, Fortress or its Relying Adviser may seek to recover any losses associated with the Trade Error from such third party, but may choose not to do so in its discretion and Fortress and Fortress’s Relying Advisers will not be liable for such losses. Similarly, if there is a material misallocation of a trade between Clients, Fortress or its Relying Adviser will endeavor to remedy such misallocation, but may not ultimately be able to do so and Fortress and its Relying Advisers will not be liable for such losses. Unless a Trade Error has resulted from the willful misconduct or gross negligence of Fortress or its Relying Adviser, any losses will be borne by the Client(s) concerned. Any gains resulting from a Trade Error will be for the benefit of the Client(s) concerned. Fortress or its Relying Adviser will determine in its sole discretion whether any Trade Error has resulted from willful misconduct or gross negligence on its part. Investors should be aware that, in making such determinations, Fortress or its Relying Adviser will have a conflict of interest. In addition, under the applicable governing documents of a Client, Fortress or any applicable Relying Adviser or other relevant affiliate will not generally be liable to any Client or investor in such Client for any of the acts or omissions of Fortress or its Relying Adviser in connection

with a Client or any investment made or held by a Client unless such act or omission constituted gross negligence or willful misconduct. Fortress or its Relying Adviser may consult with legal counsel and accountants with respect to its Clients’ affairs and will be held harmless in any action or inaction that is taken in accordance with the advice or opinion of such counsel and/or accountants, provided that they have been selected in good faith. The foregoing will not be deemed to (and should not be construed so as to) provide for the exculpation of Fortress or any Relying Adviser (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent that such liability or obligation (including with respect to Fortress's fiduciary duty to a Client under the Advisers Act may not be waived, modified or limited under applicable law, but will be construed so as to effectuate the foregoing to the fullest extent permitted by law. To the extent Fortress determines that a particular trade is suitable for more than one Client, transactions may be aggregated for all participating Clients. If an order is not filled at the same price, it may be allocated on an average price basis among the participating Clients. Similarly, if an order on behalf of more than one Client cannot be fully executed under prevailing market conditions, it is generally expected that the trade will be allocated among the participating Clients in the proportions that would have applied if the order could be fully executed.

Item 13. Review of accounts

Designated personnel of Fortress review Clients’ investment positions on a periodic basis and in some cases as frequently as daily. The individuals primarily responsible for account reviews are chief investment officers and other investment professionals, including those individuals acting as portfolio managers of a given Client, although other persons who are not investment professionals may be substantially involved and/or responsible for carrying out such reviews. Content and Frequency of Account Reports to Clients Fortress prepares periodic reports/letters to provide to its Clients and/or Clients’ underlying investors, detailing the performance and composition of such Client’s investments.

Read the rest of Item 13 (145 more words)

As a general matter, such reports/letters are prepared and issued monthly for the Fortress open ended Private Funds and quarterly for the Fortress closed end Private Funds, and, with respect to the Permanent Capital Vehicles, are made publicly available on a quarterly basis through periodic SEC filings. The Private Funds and Permanent Capital Vehicles are also subject to review by independent public accountants, which results in annual audited financial statements being produced for each such Client. Managed Accounts will generally receive reports with the same frequency as the Private Funds to which they relate or as otherwise determined on a case-bycase basis and may also be reviewed by an independent public accountant, resulting in the production of annual audited financial statements. For additional information related to the types and frequency of reports provided to Clients, please see the relevant Offering Documents, to the extent applicable.

Item 14. Client referrals and other compensation

From time to time, Fortress utilizes third-party placement agents in connection with the sale of interests in certain Clients to underlying investors and compensates such third-party placement agents for their services. Any compensation paid to third-party placement agents in connection with either Client referrals or the sale of interests in certain Clients to underlying investors would ultimately be borne by Fortress unless otherwise agreed to with the relevant Client. As further described in Item 10, Fortress Capital Formation LLC (“FCF”) and Fortress Wealth Solutions LLC (“FWS”), each an affiliated entity and an SEC registered broker and member of FINRA, serve as placement agents for certain Clients in the U.S.

Read the rest of Item 14 (28 more words)

Certain employees who are registered representatives of FCF and/or FWS may be compensated based on a variety of factors, including the amount of capital they raise for Clients.

Item 15. Custody

With respect to its Private Fund Clients and Managed Accounts, Fortress generally complies with the custody requirements applicable to registered investment advisers (the “Custody Provisions”) by delivering audited financial statements to the investors in the Private Funds or Managed Accounts within the applicable required time frame. In certain other instances where Fortress has custody of Client assets (including holding, directly or indirectly, Client funds or securities or having the authority to obtain possession of them), Fortress may comply with the Custody Provisions by requiring that a qualified custodian send quarterly, or more frequent, account statements directly to Clients. In these instances, Clients should carefully review the statements sent by such qualified custodian.

Read the rest of Item 15 (24 more words)

In addition, we urge Clients receiving such statements to compare the account statements received directly from the qualified custodian with those provided by Fortress.

Item 16. Investment discretion

Subject to any limitations in the various agreements Fortress has with particular Clients, Fortress generally has full discretion and authority to make all investment decisions with respect to the types or amounts of securities to be bought or sold for its Clients, the brokerdealers to be used and the commission rates paid. Fortress will buy and sell securities directly from or to dealers acting as principal at prices that include mark-ups or markdowns, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. As discussed above, the investment strategies for the Managed Accounts may, on occasion, restrict Fortress’s ability to invest in certain securities or types of securities for that account.

Read the rest of Item 16 (106 more words)

Fortress enters into agreements to advise Managed Accounts only under limited circumstances and the advisory services provided to each such Client are negotiated on a case-by-case basis. The extent of Fortress’s discretionary authority is set forth in the Offering Documents or Managed Account agreement applicable to each Client. Clients typically execute an investment management agreement providing a power of attorney to a Relying Adviser of Fortress to manage the Client’s assets. The subscription agreements and organization documents entered into by investors in Clients that are Private Funds give Relying Advisers of Fortress discretionary authority to manage the assets invested by such investors in those Private Funds.

Item 17. Voting client securities

Fortress has adopted policies and procedures related to voting proxies on behalf of its Clients. The general policy of Fortress is to vote proxy proposals, as well as amendments, consents or resolutions relating to Client securities (including interests in private investment funds, if any) in a manner that serves the best interests of its Clients. With respect to certain Client accounts and securities, Fortress has engaged the services of a third-party proxy voting service, Institutional Shareholder Services, Inc. (“ISS”). Fortress relies upon the service to assist in the voting of both domestic and global proxies for such Client accounts. The Firm will generally review ISS’ proxy voting research and then submit the proxy votes to ISS on behalf of Fortress clients.

Read the rest of Item 17 (246 more words)

In certain instances, the Firm may defer to ISS to vote the proxies. For certain other Client accounts and securities, Fortress determines, in its sole discretion, how to vote the proxies and processes and votes the securities itself. In determining how to vote such proxies, Fortress may take into account factors such as: (i) the impact on the value of the investments; (ii) the anticipated associated costs and benefits; (iii) the continued or increased availability of portfolio information; (iv) industry and business practices; and (v) the degree to which Client interests are aligned with those of an issuer's management. In some circumstances, Fortress will refrain from voting proxies where Fortress believes, among other reasons, that voting would be inappropriate, taking into consideration the cost of voting the proxy, the anticipated benefit to Clients, whether Fortress’s Clients continue to hold the securities on the voting date, or where the portfolio manager believes that resolution of the proxy is not relevant to the value of the investment. In those instances where the Client has reserved to itself the right to vote proxies, Fortress will not participate in the voting of proxies. It is possible for conflicts of interest to arise in the context of Fortress’s proxy voting. A copy of Fortress’s proxy voting policies and procedures can be obtained upon request. Clients that have questions about these policies and procedures, or how we voted a particular proxy should feel free to contact Fortress’s Client and Product Solutions Group.

Item 18. Financial information

Fortress is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.