Brooke Private Equity Associates Management LLC

ITEM 5. FEES AND COMPENSATION

BPEA charges management fees to the Funds for its advisory services and also receives performance-
based fees from certain Funds as described in Item 6 of this Brochure. The amount and terms of
payment of the management fees and performance based fees charged to each Fund are determined
through negotiations with the investors of that Fund at the Fund’s inception. BPEA has the sole
discretion to negotiate fee arrangements with clients, based on, among other things, asset size and
affiliation with a third party adviser. Management fees and performance-based fees are calculated by
the Funds and paid to BPEA under the terms of their limited partnership agreements, investment
advisory agreements or other similar agreements.

Generally, the management fees range from 0.65% to 1.25% of the total capital committed to the Fund
by investors. For most Funds, after several years of existence the management fees are reduced by
some percentage and certain Funds’ management fees have been reduced to zero. The payment
schedule for management fees varies by Fund. Typically management fees are paid quarterly in
advance, but they also may be paid on a monthly basis, under the terms of the limited partnership
agreements, investment advisory agreements or other similar agreements.

In addition to paying management fees and performance-based fees, the Funds also pay or reimburse
BPEA for expenses relating to the Funds’ formation, investment activities and ongoing operations,
including any brokerage fees incurred in connection with transactions in securities owned by the
Funds. The Funds bear fees, costs and expenses as specified in each Fund’s governing documents,
which include, but are not limited to the applicable private placement memorandum, limited
partnership agreement or similar organizational document or management agreement, side letter or
fee agreement. Refer to Item 12 of this Brochure for a description of BPEA’s brokerage practices. In
some cases portfolio companies may also pay to BPEA or its affiliates transaction fees, deal monitoring
fees, break-up fees, directors’ fees or fees for business services provided by BPEA or its affiliates. The
terms of the partnership agreements of the Funds generally provide that the management fees

otherwise payable to BPEA by a Fund will be reduced by a negotiated percentage of the Fund’s share
of any transaction fees, deal monitoring fees, break-up fees or directors’ fee received by BPEA.
Additionally, while not exercised to date, the partnership agreements of certain Funds permit BPEA to
retain any fees received for providing business services such as assistance with technology transfers
or mergers and acquisitions; assistance in connection with the acquisition, disposition or
reorganization of a company; debt syndication; providing full-time or part-time management or
operating personnel; providing investment banking services with respect to specific transactions; or
developing business plans and other presentations.

BPEA acts as a sub-adviser for NYSCRF Pioneer Co-Investment Fund, LP (“Pioneer”) and representatives
of BPEA sit on the investment committee of the general partner of Pioneer. Pioneer no longer makes
new investments. In connection with entering into the sub-adviser relationship for Pioneer, BPEA
agrees to provide certain administrative and other back office support services to Farol Investment
Advisers LP (“Farol”), the adviser to Pioneer, pursuant to an Infrastructure Services Agreement. As
compensation for BPEA’s services to Farol pursuant to the Infrastructure Services Agreement and to
the general partner of Pioneer, BPEA receives a percentage of the management fee paid by Pioneer to
Farol or its affiliates. Affiliates of BPEA also may receive performance-based compensation from the
general partner of Pioneer contingent upon Pioneer achieving certain investment performance
hurdles.

ITEM 7. TYPES OF CLIENTS

BPEA provides investment advice to Funds generally organized as limited partnerships in which an
affiliate of BPEA serves as the general partner. Investors in the Funds typically include high net worth
individuals, trusts, pension plans, corporations, endowments, and foundations. For most of the Funds
BPEA has required a minimum investment amount, typically at least $1 million, although investments
below the established minimum are permitted.