Brooke Private Equity Associates Management LLC (“BPEA” or “the Firm”) exercises discretionary
authority in providing advisory services to its clients, which are private limited partnerships or other
entities (the “Funds” or the “Clients”). BPEA has two lines of business: private equity funds and
customized programs. BPEA currently has six diversified private equity funds-of-funds that focus on the
small buyout and growth segment of the private equity market, Brooke Private Equity Advisors Fund II,
L.P., BPEA Small Buyout and Growth Fund I, L.P., BPEA III, L.P., BPEA IV, L.P., BPEA V, L.P., and BPEA VI, L.P.
(collectively, the “BPEA Funds”). BPEA has five healthcare funds-of-funds: Vectis Life Sciences Fund I
Limited Partnership (“Vectis I”), BPEA Life Sciences Fund I Limited Partnership (“Life Sciences”), Vectis
Healthcare & Life Sciences Fund II, L.P. (“Vectis II”), BPEA Strategic Healthcare I-B, L.P. (“BPEA SHC”) and
BPEA Strategic Healthcare II, L.P. (“BPEA SHC II”) and collectively, with Vectis I, Life Sciences, Vectis II, and
BPEA SHC the “ Healthcare Funds”). Vectis II is co-managed with another investment adviser. BPEA is also
a sub-advisor to a private equity fund, NYSCRF Pioneer Co-Investment Fund, LP.
BPEA is a Boston-based private equity firm focused on small and lower middle market buyout and
growth investing. Each Fund has an allocation to both fund investments and direct co-investments and
the Funds have specific investment restrictions and limitations. BPEA has full discretionary authority
with respect to the investment decisions of their Clients, however, the Firm’s advice is provided in
accordance with and subject to the investment objectives and guidelines set forth in each Client’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.
Each Fund has established target allocations to investment stages and sectors. Through its internal
network, BPEA identifies fund managers (“Managers”) who are raising capital and/or whose
investment strategies target companies that fit the investment stages and sectors of each Fund.
After BPEA identifies underlying fund and direct investment opportunities in the market, the due
diligence process begins. The BPEA
investment team discusses advantages and disadvantages of the
underlying fund or direct investment opportunity and overall fit within the Fund’s portfolio. If the BPEA
investment team’s consensus of the opportunity is positive following the preliminary review, BPEA will
begin its initial research and reference calls.
Prior to allocating significant resources to due diligence, BPEA typically drafts a Fund Qualification
Memorandum (FQM) or a Deal Qualification Memorandum (DQM), or presents similar information
orally, for investment committee review. Both the FQM and DQM are summaries of the investment
opportunity prepared by a member of the deal team. Based on feedback from the investment
committee, further due diligence resources may be allocated to the investment opportunity.
For underlying funds, the deal team typically drafts a Fund Investment Memorandum (or discusses
similar information orally) outlining what the team learned in the due diligence process and continues
to discuss potential risks. The Investment Committee must unanimously approve an underlying fund
opportunity before an investment is made.
For direct investments, the BPEA team typically compiles a Deal Investment Memorandum, or
discusses similar information orally, that outlines the key takeaways from the due diligence process.
The Investment Committee must unanimously approve the direct investment opportunity before an
investment is made.
After the investment is made, BPEA monitors its underlying fund investments and direct investments
by speaking with Managers and company management and analyzing financial statements and
quarterly reports. Additionally, BPEA typically attends the annual meetings of its Managers and tracks
the financial performance of the underlying funds and direct investments with an internal software
system specifically designed for private equity firms. On a quarterly basis, BPEA conducts a valuation
of its unrealized direct investment portfolio. For BPEA SHC and BPEA SHC II, BPEA will engage a third
party valuation firm on an annual basis to complete its year-end valuations.
John Brooke and Christopher Austen are principal owners of BPEA, and the Firm has been in business
since 2002.
As of February 29, 2024, BPEA manages approximately $1,679,486,047 of Client assets on a
discretionary basis, which includes uncalled capital commitments of the Funds.