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Offering Memorandum - Fortress Global Funds SPC Inc.

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FORTRESS GLOBAL FUNDS <strong>SPC</strong> INC.<br />

fraud in the performance or non-performance of its obligations or duties. The Investment Management<br />

Agree ment contains provisions for the indemnification of the Investment Manager by the Fund on behalf<br />

each Segregated Portfolio against liabil ities to third parties arising in connection with the performance of<br />

its services, except under certain circumstances specified as per the Investment Management Agreement.<br />

Notwithstanding any of the foregoing to the contrary, the liability provisions of the Investment Management<br />

Agreement should not be construed so as to relieve (or attempt to relieve) the Investment Manager of any<br />

liability to the extent (but only to the extent) that such liability may not be waived, modified or limited under<br />

applicable law (including liability under applicable securities laws which, under certain circumstances,<br />

impose liability even on persons acting in good faith), but should be construed so as to make the liability<br />

provisions effective to the fullest extent permitted by law.<br />

The Investment Management Agreement shall commence with effect from 31 October 2012 and subject<br />

to termination by either party (i) at anytime upon not less than three months’ prior written notice to the<br />

other, (ii) in the event of any breach of obligations under the Investment Management Agreement and<br />

failure within thirty days of receipt of notice requiring it so to do, to make good such breach or (iii) upon<br />

liquidation or appointment of a receiver of the Fund’s assets.<br />

The Investment Manager will devote as much time to the investment activities of the Fund for each<br />

Segregated Portfolio as it shall determine to be necessary for the efficient operation of the relevant<br />

Segregated Portfolio of the Fund.<br />

The Investment Manager and its affiliates, principals and employees may engage or participate in other<br />

activities or ventures, whether or not of the same nature as the Fund. No Shareholder shall be entitled to<br />

any profits that the Investment Manager or any of its affiliates, principals or employees may derive from<br />

any activities or ventures other than those derived from the relevant Segregated Portfolio of the Fund,<br />

whether or not such businesses or ventures are of the same nature as, and/or compete with the relevant<br />

Segregated Portfolio of the Fund. The Investment Manager, its affiliates, principals and employees shall<br />

not be prohibited from buying or selling securities for their own account, including securities that are the<br />

same as those held by the relevant Segregated Portfolio of the Fund. As a result of its other activities, the<br />

Investment Manager may have conflicts of interest in allocating time, services and functions among the<br />

relevant Segregated Portfolio of the Fund and other business ventures. See “CERTAIN RISK FACTORS”.<br />

Shareholders should consult the Supplement of the relevant Segregated Portfolio to review the fees<br />

payable to the Investment Manager in respect of that Segregated Portfolio.<br />

THE ADMINISTRATOR<br />

The Fund, on behalf of each Segregated Portfolio, has entered into a contract (“Administration Agreement”)<br />

with <strong>Fortress</strong> Fund Managers Limited (“Administrator”) pursuant to which the Administrator has agreed<br />

to provide administrative services to the Segregated Portfolios of the Fund and may provide such services<br />

to other Segregated Portfolios established by the Fund from time to time. The Administrator will perform<br />

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