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                           OFFER TO PURCHASE FOR CASH
                 ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
                                       OF
                       BROOKDALE LIVING COMMUNITIES, INC.
                                       AT
                              $15.25 NET PER SHARE
                                       BY

                       FORTRESS BROOKDALE ACQUISITION LLC

           THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
               NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 5, 2000,
                         UNLESS THE OFFER IS EXTENDED.

                                                                  August 1, 2000

To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:

     We have been appointed by Fortress Brookdale Acquisition LLC, a Delaware
limited liability company ("Purchaser"), Fortress Registered Investment Trust, a
Delaware business trust and Health Partners, a Bermuda exempted partnership and
an affiliate of Capital Z Partners, Ltd., to act as exclusive Dealer Manager in
connection with Purchaser's offer to purchase any and all of the issued and
outstanding shares of common stock, par value $.01 per share (the "Shares"), of
Brookdale Living Communities, Inc., a Delaware corporation (the "Company"), at a
purchase price of $15.25 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 1, 2000 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, constitute the "Offer") enclosed herewith. Please furnish copies of the
enclosed materials to those of your clients for whose accounts you hold Shares
registered in your name or in the name of your nominee.

     Enclosed for your information and use are copies of the following
documents:

     1.  Offer to Purchase, dated August 1, 2000;

     2.  Letter of Transmittal to be used by holders of Shares in accepting the
         Offer and tendering Shares;

     3.  Notice of Guaranteed Delivery to be used to accept the Offer if the
         Shares and all other required documents are not immediately available
         or cannot be delivered to LaSalle Bank National Association (the
         "Depositary") by the Expiration Date (as defined in the Offer to
         Purchase) or if the procedure for book-entry transfer cannot be
         completed by the Expiration Date;

     4.  A letter which may be sent to your clients for whose accounts you hold
         Shares registered in your name or in the name of your nominee, with
         space provided for obtaining such clients' instructions with regard to
         the Offer;

     5.  A letter to stockholders of the Company from Mark J. Schulte, Chairman
         of the Board, President and Chief Executive Officer of the Company,
         together with a Solicitation/Recommendation Statement on Schedule
         14D-9, dated August 1, 2000, which has been filed by the Company with
         the Securities and Exchange Commission;

     6.  Guidelines for Certification of Taxpayer Identification Number on
         Substitute Form W-9; and

     7.  A return envelope addressed to the Depositary.
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     WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, SEPTEMBER 5, 2000, UNLESS THE OFFER IS EXTENDED.

     In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates
evidencing such Shares (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at the Book-Entry Transfer Facility (as
defined in the Offer to Purchase)), (ii) a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof) or an Agent's
Message (as defined in the Offer to Purchase) in connection with a book-entry
transfer and (iii) any other required documents.

     If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the expiration of the
Offer, a tender may be effected by following the guaranteed delivery procedure
described under "THE TENDER OFFER -- Section 3. Procedures for Tendering Shares"
in the Offer to Purchase.

     Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Manager, the Depositary and the Information
Agent as described in the Offer to Purchase) in connection with the solicitation
of tenders of Shares pursuant to the Offer. However, Purchaser will, upon
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding the enclosed materials to your clients. Purchaser will pay or
cause to be paid any stock transfer taxes payable with respect to the transfer
of Shares to it, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.

     Any inquiries you may have with respect to the Offer should be addressed to
Prudential Securities Incorporated or Corporate Investor Communications, Inc.
(the "Information Agent") at the addresses and telephone numbers set forth on
the back cover of the Offer to Purchase.

     Additional copies of the enclosed material may be obtained from the
Information Agent, at the addresses and telephone numbers set forth on the back
cover page of the Offer to Purchase.

                                          VERY TRULY YOURS,

                                          PRUDENTIAL SECURITIES INCORPORATED

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU, OR
ANY OTHER PERSON, THE AGENT OF THE PURCHASER, THE DEALER MANAGER, THE
INFORMATION AGENT, THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

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