SCF Partners, Inc.

SCF Partners, Inc. was formed on February 7, 1989 and began providing advisory services later that year. Since that time, SCF has provided only investment supervisory services and does not refer to its services as financial planning or some similar service. SCF became a registered investment adviser in 1995. For purposes of this brochure, “SCF” means SCF Partners, Inc., together (where the context permits) with its affiliated general partners of the Funds (as defined below). SCF provides investment supervisory services to investment vehicles (the “Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). SCF provides advisory services on equity securities, including mainly privately-held but occasionally exchange-listed securities. It also provides advice on warrants and corporate debt securities (other than commercial paper). The Funds make primarily minority or majority interest equity investments in corporations engaged in the energy service and equipment industry (“portfolio companies”). SCF and its personnel identify and evaluate new investment opportunities, negotiate and assist in arranging financing to consummate investments on behalf of the Funds, manage and monitor the performance of such investments and dispose of such investments. As discussed further in Items 5 and 11, SCF’s personnel or representatives also typically serve as board members of the portfolio companies and assist the portfolio companies in setting strategic and financial goals, implementing compensation systems and identifying and pursuing strategic opportunities. SCF provides investment supervisory services to each Fund in accordance with the limited partnership agreement (or analogous organizational document) of such Fund or separate investment and advisory, investment management or portfolio management agreements (each, an “Advisory Agreement”). SCF considers each Fund as its client and does not tailor its advisory services to meet the individual needs of the particular limited partners in the Fund. However, the organizational or offering documents of the applicable Fund, Advisory Agreements and/or side letter agreements negotiated with investors in the applicable Fund (such documents collectively, a Fund’s “Organizational Documents”) limit the industry in which monies may be invested to the worldwide energy services and equipment industry. SCF does not participate in wrap fee programs. The assets of each fund are managed solely on a discretionary basis. As of December 31, 2025, the amount of client assets managed for all Funds combined totaled $2,378,294,414. SCF Partners, Inc. is principally owned by Laurence E. Simmons.

Below is a discussion of how SCF is compensated in connection with providing advisory services to its clients. SCF may enter into different fee arrangements on a client by client basis. It is critical that all clients, and investors in clients, refer to the applicable Organization Documents for a complete understanding of how SCF and its affiliates are compensated for advisory services. SCF generally receives Management Fees and Carried Interest (each as defined below) or similar performance-based remuneration from a Fund it manages. A Fund, and/or its portfolio companies also from time to time makes other payments to SCF for services provided to the portfolio companies which, in certain circumstances, may reduce the Management Fees payable to SCF. Additionally, consistent with the Organizational Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by SCF in connection with the services provided to the Fund and/or the portfolio companies. A summary of certain common fees and expenses are set forth below, but this is qualified in its entirety by each applicable client’s Organizational Documents. Management Fees For most Funds, SCF indirectly receives an advisory fee (each, a “Management Fee”) calculated based on committed capital reduced by distributions from the applicable Fund that represent a return of capital for tax purposes. For certain Funds, SCF no longer charges any fees. Management Fees may be reduced during the life of a Fund. The precise amount of, and the manner and calculation of, the Management Fees for each Fund are established by SCF and are set forth in such Fund’s Organizational Documents, though Management Fees, if charged, are generally 2.00% per annum of the Fund investors’ capital commitments, subject to reductions due per the terms of the related organizational documents. The Management Fees and other fees and distributions described herein are generally subject to modification, waiver or reduction by SCF in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Fund. The fee structures described herein may be modified from time to time. Fees may differ from one Fund to another. Management Fees are generally billed on a quarterly basis at the beginning of the quarter for which services are to be provided. Once a fund has spent all committed capital (through a combination of investments and management fees), fees are no longer billed quarterly but are, instead, accrued as a liability of the fund. Such accrued fees may only be collected as a reduction of future fund distributions, as allowed in the applicable Fund’s Organizational Documents. Though SCF has the right to bill and collect Management Fees as described above, the company occasionally elects to partially defer such billings during the earlier stage of a Fund’s investment period. For certain Funds, during the first year or two of the investment period, only one-half to two–thirds of the allowable billings may be made. In the latter part of the investment period, SCF will begin billing full fees and then slowly “catch up” on prior deferred fees. As such, in any one year, investors may be billed for a minimum of two quarters worth of “catch up” fees or a

maximum of six quarters worth. To the extent SCF elects to defer the collection of a portion of the Management Fees, the investment returns will be higher than they would otherwise have been. The Management Fees paid by a Fund will generally be reduced by a percentage of the fees incurred by SCF in connection with the organization of such Fund that exceed a limit specified in such Fund’s Organizational Documents and/or certain Other Fees (as defined and described in more detail below under “Other Fees”) received by SCF or its affiliates. The amount and manner of such reduction, if any, is set forth in the Organizational Documents of the applicable Fund. Certain employees, business associates and other “friends and family” of SCF, its affiliates or their personnel (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles) (collectively, “SCF Investors”) invest in a Fund indirectly through its general partner. In certain instances, SCF Investors will not pay Management Fees or carried interest in connection with their investment in a Fund. Due to the timing of receipt of compensation subject to offsets, as described below, Fund investors may not receive the full benefit of reductions or offsets (e.g., during periods when SCF no longer receives Management Fees and receives compensation that would otherwise be subject to offset, SCF, depending on certain elections that may be made by Fund investors, may be entitled to retain such compensation without remitting any such amounts to the applicable Fund or its investments). Upon termination of an Advisory Agreement, Management Fees that have been prepaid are generally returned on a prorated basis. Carried Interest As described in Item 6 below, SCF is entitled to and receives performance-based compensation (that is, compensation based on a share of capital gains on or capital appreciation of the assets of a client) (the “Carried Interest”). Carried Interest paid by a Fund is indirectly borne by investors in such Fund. Certain Funds and investors in such Funds (including SCF Investors) may incur lower or no Carried Interest. Other Fees and Expense Reimbursement Other Fees In addition to the Management Fees and Carried Interest, SCF and its affiliates from time to time receive a variety of other cash, equity and other non-cash compensation relating to the investment activities of a Fund, its portfolio companies and prospective portfolio companies including but not limited to directors’ fees (“Other Fees”). The amount and timing of Other Fees received by SCF or its affiliates are generally specified in the agreement or other documentation governing the applicable transaction. From time to time, SCF will, in its discretion, disclose to an investor the amount of Other Fees allocated to the Fund in which such investor has invested in account statements or other similar periodic reports delivered to investors.

In many cases with respect to the implementation of the arrangements described above, there is not an independent third-party involved on behalf of the relevant portfolio company and therefore the fees are not subject to a market check. A conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company by virtue of SCF acting on behalf of both parties. The payment of Other Fees and reimbursements by portfolio companies and prospectiveportfolio companies creates a conflict of interest between SCF and its affiliates, and the Funds and their investors because the Funds and their investors generally do not have a direct interest in these fees and reimbursements. SCF determines the amount and timing of these Other Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams and/or the board of directors of or lenders to portfolio companies, and the amount of such fees and reimbursements may not (except in connection with the reductions described herein) be disclosed to investors in the Funds. Lower fees for comparable services may be available from other sources. Management Fee Reduction Other Fees may be paid in cash, in securities of the portfolio companies, prospective portfolio companies or investment vehicles (or rights thereto) or otherwise. Although Other Fees are in addition to the Management Fees, SCF will generally reduce the amount of Management Fees paid by the applicable Fund in connection with the receipt of such Other Fees in accordance with the Advisory Agreement and/or Organizational Documents of the applicable Fund. Generally, under the terms of the applicable Organizational Documents, for purposes of calculating any Management Fee offset, Other Fees are net of out-of-pocket costs and expenses incurred by SCF in connection with consummated or unconsummated transactions or in connection with generating any such fees. Certain Fees and Reimbursements Excluded from Other Fees Certain fees and reimbursements are excluded from the definition of “Other Fees” and do not reduce the Management Fee. Portfolio Companies from time to time reimburse SCF for expenses, including without limitation, travel and travel-related expenses, meals and entertainment expenses (including, as applicable, cars and meals, social and entertainment events with portfolio company management, customers, clients, borrowers, brokers and service providers), expenses relating to meetings or other events (to the extent such programs, meetings or events directly relate to a portfolio company), expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), certain legal expenses (including legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio company borrower or a lender) and similar out-of-pocket expenses, as well as consulting fees and other cash and non-cash compensation and expenses, incurred by SCF in connection with its performance of services for such portfolio company. Such reimbursed expenses are generally not included in the definition of “Other Fees” under the terms of the applicable Organizational Documents, and such reimbursements do not reduce the Management Fee. Because certain expenses are paid for by a

Fund and/or its portfolio companies or, if incurred by SCF, are reimbursed by a Fund and/or its portfolio companies, SCF may not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses, which could result in lower returns to investors. As used throughout this brochure, “travel and travel-related” may include travel expenses for the use of private aircraft, first class or business class travel, black car ground transportation, accommodations, meals, events and entertainment. SCF and its affiliates also engage and retain Operations Support Providers (as defined in Item 11 below), which may include affiliates of SCF, employees of SCF or such affiliates, portfolio companies of a Fund, third party consultants (including specialized consultants, external executives, and industry roundtable members), “operating partners” or “senior advisors.” Certain of these Operations Support Providers from time to time receive payments from, or allocations with respect to, portfolio companies and/or other entities. In such circumstances, the amounts of such fees, reimbursements, or other compensation received by such persons are generally retained by such persons and such amounts are not considered “Other Fees,” will not offset the Management Fees payable by a Fund, and will not otherwise benefit the Fund or its investors. For a discussion of material conflicts of interest created by the engagement of such persons, please see “Providers of Operations Support” in Item 11 below. Expenses Adviser Expenses To the extent provided in the Organizational Documents of the Funds and except as described below as a “Fund Expense”, SCF generally bears certain expenses and costs associated with the performance of its services, including expenses on account of rent, utilities, office supplies, office equipment, the compensation and expenses of its partners, officers and employees (other than Carried Interest described in Item 6 below) and other normal and routine administrative expenses relating to the services and facilities provided by SCF to the Funds. Fund Expenses Consistent with the Organizational Documents of the Funds, each Fund will bear all other expenses, subject to any limitations or caps set out in the applicable Organizational Documents of a Fund, relating to it to the extent not borne by its portfolio companies, including the Management Fee, all fees and expenses (including travel (including expenses incurred in connection with travel on private aircraft) and entertainment expenses) incurred in connection with the identification, sourcing, evaluation, negotiation and acquisition of Investments, including potential Investments that are not completed, including investment banking fees and fees and expenses of internal and external advisors such as attorneys, accountants, appraisers, tax advisors, and consultants (provided that, in the case of internal advisors, such fees shall be commensurate with the fees charged by third-party advisors on an arms-length basis (taking into account the nature, quality and location of such services)), expenses incurred in connection with holding, carrying, managing and restructuring of Portfolio Investments, including custodial, trustee, record-keeping, and travelrelated expenses (including expenses incurred in connection with travel on private aircraft) and other administrative fees and expenses, expenses incurred in connection with disposing of or liquidating Portfolio Investments, whether fully or partially, organizational expenses of each

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SCF uses various analysis methods to review securities under investment consideration. Such methods include fundamental and cyclical analysis. Specifically, SCF obtains an in-depth working knowledge of a company’s operations, internal strengths and weaknesses, market, industry-niche, competitors, financial structure and management personnel. There is a risk that the analysis methods employed will fail to identify all information which, if known, could result in either deciding to not make the investment or pursuing a substantially different investment structure. Therefore, returns could be lower than expected and a loss on the investment could occur. Material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Funds, include the following: Reliance on SCF. While SCF intends to consult with outside experts about certain aspects of each Fund’s business, the Funds will be managed exclusively by SCF. In addition, SCF relies on the services of certain key personnel, and the loss of such key personnel, including due to death, disability or retirement, could have an adverse effect on the Funds. Investors in the Funds will not be able to make investment or any other decisions on behalf of the Funds and will have no opportunity to control the day-to-day operations of the Funds or their portfolio companies. Concentration on the Energy Service and Equipment Industry. The Funds’ investments will be concentrated in a single industry—the energy service and equipment industry, and will be subject to numerous risks that affect the energy industry as a whole and the energy service and equipment industry in particular. Because of the concentration of the Funds’ investments in a single industry, an investment in the Funds may be subject to greater risk than an investment in a portfolio of securities representing a broader range of industries. Investing in the energy service and equipment industry has historically carried risk and has been subject to volatility due to the inherent cyclicality. As such, SCF believes effective management of cost structures and capital expenditures during down cycles is critical to managing cash flows and allowing portfolio companies to pursue growth and diversification as opportunities are identified, even during difficult markets. In addition, SCF believes identifying companies which are able to diversify away from historical oil and gas markets and towards broader industrial markets or sectors focused on addressing climate change through emissions detection and remediation, cleaner energy such as natural gas or alternative energy sources, should give subscribers to the Funds the prospect of participating in this value creation and thereby potentially attractive long-term returns. No Assurance Return Objectives will be Achieved. While SCF has substantial experience in energy service and equipment company investing, there can be no assurance the Funds’ investment objectives will be achieved or that investors in the Funds will recover all or any portion their investment in the Funds. Historical performance is not indicative of future results. There can be no assurance that the types of investment opportunities that have been available to the Funds in the past will be available to any future funds managed by SCF. The investment performance of

the Funds will depend in part upon general economic conditions and the condition of the energy service and equipment industry in particular, which are beyond the control of SCF. Investments in private energy service and equipment companies involve a high degree of risk and investments in the Fund should be made only by those who can bear such risks. Additionally, investment analyses and decisions by SCF may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. Long-term Investments. It is anticipated that each Fund investment will be structured such that the return of capital and the realization of gains, if any, will occur either upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is not generally expected that this will occur for a number of years after the initial investment. As a result, an investment in the Funds requires a long-term commitment, with no certainty of return, and there will be little or no near-term cash flow available to investors in the Funds. Additionally, a Fund may make investments that may not be profitably disposed of before the date of the Fund’s dissolution, either by expiration of the Fund’s term or otherwise. Although SCF expects that a Fund’s investments will be disposed of before such dissolution or be suitable for in kind distribution at dissolution, SCF has a limited ability to extend the term of a Fund, and a Fund may be required to sell, distribute or otherwise dispose of its investments at a disadvantageous time as a result of such dissolution. Lack of Liquidity of Investments by the Funds. Many, if not all, of the Funds’ investments will be highly illiquid, and there can be no assurance that the Funds will be able to realize such investments in a timely manner. It is anticipated that most of the Funds’ investments will be acquired on a private placement basis and the securities representing such investments will not be registered under state or federal securities laws. Therefore, it is unlikely that there will be a public market for the securities held by the Funds. The Funds generally will not be able to sell their securities publicly unless such securities are registered under applicable federal and state securities laws, or unless an exemption from such registration requirements is available. In addition, in some cases the Funds may be prohibited by contract from selling securities for a period of time or such sale may be subject to certain conditions. Risk of Limited Number of Investments. Meeting a Fund’s investment objectives will depend upon SCF’s ability to identify undervalued opportunities and to acquire suitable investments. There can be no assurance that SCF will be able to implement a Fund’s investment objectives. A Fund’s Organizational Documents generally will require the Fund’s general partner to obtain approval of a required interest of investors in the Fund for certain types ofinvestments. However, there can be no assurance that a Fund’s portfolio will be adequately diversified against company or market specific risk. The Funds will participate in a limited number of investments and, as a consequence, the aggregate return to an investor in a Fund may be substantially adversely affected by the unfavorable performance of even a single investment. Competition for Potential Investments. Potential portfolio companies may have many alternative or nontraditional sources of capital and the competition for attractive investments may be intense, especially during periods of improved industry conditions. There can be no assurance that SCF will be able to locate and complete attractive investments that satisfy a Fund’s investment objectives or realize upon such investments’ values or that it will be able to invest fully the

committed capital of each Fund. However, investors in the Funds will be required to maintain liquidity sufficient to make capital contributions to fund investments by the Funds on a timely basis and will be required to pay Management Fees on a quarterly basis on net committed capital through the expiration or termination of each Fund’s investment period, and after that date on net invested capital until the termination of the Fund. Risk of Investment in Middle Market Companies. Investments in middle market companies such as those in which the Funds intend to invest may entail larger risks than are customarily associated with investments in large companies. Small and medium-sized companies may have more limited product lines and financial resources, and may be dependent on a smaller management group. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. In addition, future growth may be dependent on additional financing, which may not be available on acceptable terms when required. Further, there is ordinarily a more limited marketplace for the sale of interests in smaller, private companies, which may make realizations of gains more difficult, by requiring sales to other private investors. Further, the relative illiquidity of private equity investments generally and the somewhat greater illiquidity of private investments in small- and medium-sized companies, could make it difficult for the Funds to react quickly to negative market developments. Foreign Investment Risk. Any investments made in areas outside the United States are subject to numerous risks, including risks of political instability, less developed legal systems, war, terrorism, insurrection, changes in local economic conditions, laws and policies, taxes and fluctuations in currency rates. Reliance on Management of Portfolio Companies. Although it is the intent of SCF to invest in companies with strong operating management having a successful track record, there can be no assurance that the existing management team, or any new one, will be able to operate successfully after a Fund’s investment is made. Furthermore, although SCF will monitor the performance of each investment, it will be primarily the responsibility of the management of each portfolio company to operate the company on a day-to-day basis. Recent Financial Market Fluctuations. In recent years, U.S. and global financial markets and the broader current financial environment have been, and continue to be, characterized by uncertainty, volatility and instability. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments and the value of the investments held by the Funds. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Funds’ investments. The public securities markets have seen increased volatility and the ability of companies to obtain financing for ongoing operations or expansions may be severely hampered by the tightening of the credit markets and the ongoing financial turmoil. It is unclear what the repercussions of this market turmoil may be. Moreover, it remains unknown whether governmental measures undertaken in response to such turmoil (whether regulatory or financial in nature) will have a positive or negative effect on market conditions. There can be no assurance that the market will, in the future, become more liquid than it is at present and it may well continue to be volatile for the foreseeable future. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. In the past, many private equity funds have

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SCF’s clients are investment funds which are organized as limited partnerships. SCF does not perform investment supervisory services for the limited partners in these partnerships and are exempt from registration under the Investment Company Act of 1940, as amended. SCF’s clients are the Funds. Investors in such Funds are not clients of SCF. Investors in the Funds may participate in the Funds through parallel vehicles or alternative investment vehicles in according with the Organizational Documents of the relevant Fund. Such vehicles may also be clients of SCF. The limited partners may include, among others, limited partnerships or limited liability companies, university endowments, other charitable organizations, governmental entities, trusts, estates, pension or profit-sharing plans, or high net worth individuals. In general, SCF has established a minimum investment for investments in each of its investment partnerships which range from $100,000 to $1,000,000. SCF has granted exceptions, however, in circumstances in which SCF deemed an exception to be appropriate.

As described in Item 5 above, SCF is entitled to and receives performance-based compensation (that is, compensation based on a share of capital gains on or capital appreciation of the assets of a client) (the “Carried Interest”). Carried Interest paid by a Fund is indirectly borne by investors in such Fund. Certain Funds and investors in such Funds (including SCF Investors) may incur lower or no Carried Interest. The payment by some, but not all, Funds of Carried Interest or the payment of Carried Interest at varying effective rates based on the past performance of a Fund creates an incentive for SCF to disproportionately allocate time, services or functions to Funds paying Carried Interest or Funds paying Carried Interest at a higher effective rate, or allocate investment opportunities to such Funds. Performance fees can create an incentive for SCF to recommend investments that are riskier or more speculative than would be the case if such arrangement were not in effect. Generally, and except as may be otherwise set forth in the Organizational Documents of the Funds, this conflict is mitigated, at least in part, by (i) certain limitations on the ability of SCF to establish new investment funds and the fact that SCF organizes the Funds on a schedule so that there is only one Fund which is making new investments at any one time, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously and/or (iii) contractual provisions and procedures setting forth investment allocation requirements. See also Item 11 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by SCF.

Neither SCF nor any of its management persons is actively engaged in a business other than giving investment advice. Management persons of SCF have invested at times for their personal accounts in some of the same securities in which client accounts are invested. In all such cases, SCF follows policies that have been established to address the trading of such securities. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Neither SCF nor any of its management persons sells products or services other than investment advice to clients. SCF does not recommend or select other investment advisers for its clients. Neither SCF nor any management person of SCF is registered (or has an application pending) as a securities broker-dealer or a registered representative of a broker-dealer. Neither the Company nor any management person of the Company is registered (or has an application pending) as a futures commission merchant, commodity pool operator or commodity trading adviser or an associated person of any of the foregoing entities. Various limited partnerships and limited liability companies (the “General Partners”) serve as general partners of the Funds, and are related persons of SCF. For a description of material conflicts of interest created by the relationship among SCF and the General Partners, as well as a description of how such conflicts are addressed, please see Item 11 below.

Code of Ethics SCF has a written Code of Ethics which applies to all management personnel and employees (“SCF Personnel”). A copy of the Code of Ethics will be provided upon request. The Code of Ethics, which is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”), establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. SCF Personnel and their families and households from time to time purchase investments for their own accounts, including the same investments as may be purchased or sold for a Fund, subject to the terms of the Code of Ethics. Under the Code of Ethics, SCF Personnel are also required to file certain periodic reports with SCF’s Chief Compliance Officer as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps SCF detect and prevent potential conflicts of interest. SCF Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. SCF Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. SCF Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client, as well as an investor in a Fund, upon written request to: 600 Travis Street, Suite 6600, Houston, Texas 77002 or by emailing adeluca@ scfpartners.com. Participation or Interest in Client Transactions Certain employees and affiliates of SCF invest in the Funds through the General Partners. By the nature of the Fund structure used by SCF, SCF and its related persons have an ownership interest in each Fund. Because of this structure, SCF and its related persons participate in equity purchases made by its clients. This structure and related participation percentage are clearly spelled out in the Organizational Documents of each Fund. A Fund or its General Partner, as applicable, may reduce all or a portion of the Management Fee and Carried Interest related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential investors in a Fund (including purchasers of a limited partner’s interests in a secondary transaction) may ask different questions and request different information, SCF may provide certain information to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. Conflicts of Interest SCF and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction20

related, investment advisory, management and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund will, from time to time conflict with the interests of SCF, other Funds or their respective affiliates. Certain of these conflicts of interest, as well a description of how SCF addresses such conflicts of interest, can be found below. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. Resolution of Conflicts In the case of all conflicts of interest, SCF’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using SCF’s best judgment, but in its sole discretion. In resolving conflicts, SCF considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: (1)

SCF will consider the appropriateness of an investment from the viewpoint of a Fund;

(2)

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the Organizational Documents for the Funds;

(3)

Generally, each Fund has established an advisory committee, consisting of representatives of investors not affiliated with SCF. The advisory committees meet as required to consult with SCF as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, SCF will be guided by its good faith discretion;

(4)

Where SCF deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price;

(5)

SCF has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest; and

(6)

Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund.

While SCF endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions.

Allocation of Investment Opportunities Among Clients In connection with its investment activities, SCF may encounter situations in which it must determine how to allocate investment opportunities among various clients and other persons, which may include, but are not limited to, the following: •

The Funds;

•

Third Parties that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Funds in particular transactions entered into by such Fund(s); and

•

Third Parties acting as “co-sponsors” with SCF with respect to a particular transaction.

SCF makes allocation determinations consistent with the Funds’ Organizational Documents and in accordance with its written policies and procedures. The Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”). Investment Allocation Requirements are generally set forth in the Fund’s Organizational Documents. To the extent the Investment Allocation Requirements of a Fund do not include specific allocation procedures and/or allow SCF discretion in making allocation decisions among the Funds, SCF will follow the process set forth below. SCF must first determine which Funds are eligible to participate in an investment opportunity. SCF assesses whether an investment opportunity is appropriate for a particular Fund(s), based on the Fund’s investment objectives, strategies and structure, which are typically reflected in such Fund’s Organizational Documents. Prior to making any allocation to a Fund of an investment opportunity, SCF determines what additional factors may restrict or limit the offering of an investment opportunity to the Fund. Possible restrictions include, but are not limited to: •

Obligation to Offer: SCF may be required to offer an investment opportunity to one or more Funds.

•

Related Investments: SCF may offer an investment opportunity related to an investment previously made by a Fund(s) to such Fund(s) to the exclusion of, or resulting in a limited offering to, other Funds.

Once SCF identifies the Funds that are eligible to participate in a particular investment, SCF, in its discretion, decides how to allocate such investment opportunity among the identified Funds. In allocating such investment opportunity, SCF may consider some or all of a wide range of factors, which include, but are not necessarily limited to, one or more of the following: •

Each Fund’s liquidity and reserves (including whether a Fund is able to commit to invest all capital required to consummate and develop a particular investment opportunity);

•

Amount of capital available for investment by each Fund as well as each Fund’s projected future capacity for investment;

•

Minimum and maximum investment size requirements;

•

Legal, contractual or regulatory constraints; and

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Any other relevant limitations imposed by or conditions set forth in the Organizational Documents of each Fund.

The application of the Investment Allocation Requirements and factors set forth above will often result in allocation on a non-pro rata basis and there can be no assurance that a Fund will participate in all investment opportunities that fall within its investment objectives. SCF makes allocation determinations based solely on SCF’s expectations at the time such investments are made, however investments and their characteristics may change and there can be no assurance that an investment may prove to have been more suitable for another Fund in hindsight. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among Funds with differing fee, expense and compensation structures or among Funds paying carried interest at varying effective rates, SCF has an incentive to allocate investment opportunities to the Funds from which SCF or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. Notwithstanding the foregoing, SCF will not allocate investment opportunities among the Funds based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any Fund or (ii) the profitability of any Fund. In addition, SCF Personnel invest indirectly in Funds and therefore participate indirectly in investments made by the Funds in which they invest. Such interests vary Fund by Fund and may create an incentive to allocate particularly attractive investment opportunities to the Fund in which such personnel hold a greater interest. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund. A Fund may invest in the securities offerings of a portfolio company held by another Fund (including through initial public offerings), which would result in a Fund receiving an allocation of portfolio company securities. In addition to conflicts of interest arising from the allocation of such securities, this arrangement also leads to similar conflicts described below under “Conflicts Related to Purchases and Sales.” However, any such transaction would require the approval of a majority of the limited partner interests in each fund which either has or makes such investment. A conflict also arises in allocating an investment opportunity if the potential investment target could be acquired by either a Fund or a portfolio company of another Fund. In making such an allocation determination, SCF will consider some one or more of the factors set forth above and will make a determination in its good faith discretion. Allocation of Secondary Transactions To the extent SCF has discretion over a secondary transfer of interests in a Fund pursuant to such Fund’s Organizational Documents, or is asked to identify potential purchasers in a secondary transfer, SCF will do so in its sole discretion, generally taking into account the following factors:

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SCF’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations;

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SCF’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits to current or future Funds and/or SCF and the expected amount of negotiations required in connection with a potential purchaser’s investment;

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Whether the potential purchaser would subject SCF, the applicable Fund, or their affiliates to legal, regulatory, reporting, public relations, media or other burdens;

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A potential purchaser’s investment into another Fund (including any commitment into a future fund);

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Requirements in such Fund’s Organizational Documents; and

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Such other facts as it deems appropriate under the circumstances in exercising such discretion.

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SCF rarely engages broker-dealers, with exceptions being (1) taking an investment public via an Initial Public Offering or (2) liquidating any shares held of an exchange-listed company. In placing each transaction for a Fund involving a broker-dealer, SCF will seek “best execution” of the transaction. “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. When selecting a broker-dealer to pursue an initial public offering, SCF considers prior experience with a broker-dealer and its knowledge of the industry. When selecting a broker-dealer to sell publicly-traded shares, SCF evaluates a broker-dealer’s experience in trading shares of the specific company (such as whether it is a market maker in said security) and SCF’s prior public-share trading experience with the broker-dealer. SCF does not currently utilize soft dollar benefits. Soft dollar benefits include research and related services furnished by brokers including written information and analyses (including specific market, financial and economic studies and forecasts), statistics and pricing services, discussions with research personnel and similar services used in the investment and trading process in return for the investment manager paying a broker a commission in excess of that which another broker might have charged for effecting the same transaction, in recognition of the value of such services or facilities provided by the broker. To the extent SCF should decide to enter into soft dollar transactions, SCF will effect such transactions in compliance with the safe harbor provided by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended. As the ultimate general partner of the Funds, SCF has full discretion to determine when the securities held in the investment partnership will be sold, the amount to be sold, the broker or dealer or other person to be used for such sale and the commission rates to be paid. In order to monitor best execution, SCF’s Chief Compliance Officer will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of SCF and each Fund. Aggregation of Trades SCF and its affiliates may aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. SCF often employs this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. SCF and its affiliates may combine orders on behalf of Funds with orders for other Funds for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, SCF and its affiliates generally aggregate trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction.

If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon SCF’s procedures for allocation of investment opportunities, as described in Item 11 above.

SCF does not receive any compensation for any referrals it may make. In addition, it does not pay compensation for any referrals it may receive.

Item 15 – CUSTODY

On a quarterly basis, written reports are provided to all of the investors in each Fund. Such reports include a brief industry overview, a discussion of any major investments, liquidations or other transactions, valuations of each investor account, the recent and historical comparative financial statements for each company underlying the investment securities and a brief narrative describing the related financial results and major initiatives. Reviews of accounts and pertinent financial and operating reports are performed regularly by officers of SCF. SCF is continuously monitoring operations performance, financial performance and the strategic direction of each investment.

SCF has discretionary authority to manage the Funds’ accounts subject to the direction and control of the General Partner of each Fund and not individually to the investors in the Funds. There are certain limitations stated in the related investment fund agreements such as: concentration limits, industry focus, and geographic limitations. Currently, the Organizational Documents of each Fund limit the industry in which monies may be invested to the worldwide energy services and equipment industry.

The proxy-voting decision-making process is initiated with a review of the particular proxy statement by the investment professional covering the particular investment. Such investment professional will make a decision with respect to how the proxies for that issuer are to be voted, for which he or she may rely on any of the information and/or research available to him or her, and then communicates this information to other officers of SCF. A group of officers consisting of at least a majority of the entire officer group of SCF will make the decision as to the appropriate decision for any particular vote. In order to help mitigate any conflicts of interest between SCF and the Funds, no officer, director, shareholder or employee of SCF is permitted to participate in the proxy voting process for a particular security if that person is a member of the management or board of directors of the issuer of that security, or has a personal interest in the issuer that is not, in SCF’s judgment, aligned with the interests of the Funds. Such a restriction does not apply where the officer, director, shareholder or employee of SCF is acting in his or her role as a director of the issuer, as SCF believes the Funds benefit from SCF personnel serving on the boards of directors of certain portfolio companies. SCF’s CCO has the responsibility to monitor votes for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions will require a mandatory conflicts of interest review by SCF’s CCO in accordance with these policies and procedures, which will include consideration of whether SCF or any investment professional or other person recommending how to vote has an interest in how the vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. SCF’s CCO will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Funds. A copy of SCF’s proxy voting policies and procedures is available upon request.

The disclosures required by Item 18 do not apply to SCF.