SCF Partners, Incorporated (“SCF”) 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 Advisor in 1995. 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). SCF does not hold itself out as a specialist in any particular type of advisory service. However, since it began providing advisory services, it has focused the vast majority of its work on the energy service and equipment industry. As of the date hereof, SCF serves as the ultimate general partner of eight private investment funds, SCF-V, L.P. (“SCFV”), SCF-VI, L.P. (“SCFVI”), SCF-VII, L.P. (“SCFVII”), SCF-VII (A), L.P. (“SCFVII(A)”), SCF-VII AIV, L.P. (“SCFVIIAIV”), SCF-VIII AIV, L.P. (“SCFVIIIAIV”), SCF-VIII, L.P. (“SCFVIII”) and SCF-IX (“SCFIX”). (These funds were formed in various periods, and none are open to new investors. Therefore, this document is not an offering of any of the funds mentioned.) Each of these funds has made substantial minority or majority interest equity investments in corporations engaged in the oilfield service and equipment industry (“portfolio companies”). In its role as the ultimate general partner, SCF and its personnel identify and evaluate new investment opportunities and negotiate and assist in arranging financing to consummate investments. 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 considers the partnership of which it is the ultimate general partner as its client and does not tailor its advisory services to meet the individual needs of the particular limited partners in the partnership. However, the legal agreement governing each investment fund limits 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, 2019, the amount of client assets managed for all eight investment funds combined totaled $956,527,700. SCF is owned by Laurence E. Simmons, David C. Baldwin, Andrew L. Waite and Anthony F. DeLuca please register to get more info

SCF charges fees, as stated below, to each investment fund it manages. The fees charged are not negotiable. With the exception of SCF-VII(A), L.P. SCF-V, L.P. and SCF-VI, L.P., for all other investment partnerships, SCF indirectly receives a fixed fee of 2% per annum of the original amount committed to an investment partnership reduced by the distributions from the investment partnership which are attributable to the distribution, sale or other disposition of any portfolio investment (provided that such distributions are to be deemed for such purposes not to exceed the cost of such investment) (the “returned capital amount”). For SCF-VII(A), L.P., the fixed fee per annum is 1%. For SCF-V, L.P. and SCF VI, L.P., SCF no longer charges any fees starting the fourth quarter of 2019. After a fixed period, typically lasting 4 ½ to 5 ½ years, the management fee of 2% per annum (or 1% per annum for SCF-VII(A), L.P.) is calculated on the basis of aggregate investment contributions to the partnership since its inception less the returned capital amount. Once contributed capital plus an agreed return is distributed to the limited partners, in respect of its carried interest the general partner becomes entitled to (i) 99% of the distributions from the investment partnership until the general partner receives distributions which equal 20% of the aggregate distributions from the investment partnership since its inception in excess of contributed capital, and (ii) thereafter 20% of all future distributions from the partnership. It is intended that the fee arrangements will satisfy the requirements of the Investment Advisers Act of 1940. The fixed fee of 2% per annum is billed on a quarterly basis of 0.5%. For SCF-VII(A), L.P., the fixed fee of 1% per annum is billed on a quarterly basis of 0.25%. These fees are billed at the beginning of the quarter for which services are to be provided. Fee billings are made to the funds, and fees are collected directly from the funds, however, written information regarding fee billings and collections is contemporaneously delivered to all of the limited partners in each fund. Once a fund has spent (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 fun partnership agreement. 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. 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. All billings state not only the specific quarters being billed at that time, but also the quarters which are billable but are in arrears. Any fees to be realized from either the 99% share or 20% share of distributions referred to above are deducted from the investment fund’s assets. No additional fees are charged by SCF but the investment funds may be billed for certain out-of- pocket expenses as defined in the related investment fund partnership agreement. In situations where an investment fund is divesting an asset, brokerage expenses may be charged by an unaffiliated third-party firm. Such expense would be deducted from the sale proceeds otherwise realizable by the investment fund. please register to get more info

As described in Item 5 above, SCF is entitled to performance-based compensation (that is, compensation based on a share of capital gains on or capital appreciation of the assets of a client) in that once contributed capital plus an agreed return is distributed to the limited partners in the various investment partnerships, then in respect of its carried interest the general partner becomes entitled to (i) 99% of the distributions from the investment partnership until the general partner receives distributions which equal 20% of the aggregate distributions from the investment partnership since its inception in excess of contributed capital, and (ii) thereafter 20% of all future distributions from the partnership. In order to prevent conflicts of interest, SCF organizes the private investment funds that it manages on a schedule so that there is only one fund which is making new investments at any one time. please register to get more info

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. The limited partners are typically investment companies that are not registered under the Investment Company Act of 1940 because they are privately owned, governmental entities, charitable organizations, 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. please register to get more info

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. please register to get more info

There have been no legal or disciplinary events with respect to the Company or its employees. please register to get more info

Neither SCF nor any of its management persons is actively engaged in a business other than giving investment advice. It is the policy of SCF that without prior approval from its chief compliance officer neither it nor its supervised persons shall transact in the securities owned for SCF’s clients in any way other than as a direct or indirect partner in the client partnership so that the interests of SCF, its supervised persons and the clients are aligned. 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 provide preference to clients with respect to the trading of such securities. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Neither the Company nor any of its management persons sells products or services other than investment advice to clients. Neither the Company nor any management person of the Company 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. There are no arrangements that are material to the advisory business of the Company or its clients with any related person of the Company who is a broker-dealer, municipal securities dealer, government securities dealer or broker, investment company, other pooled investment vehicle, unit investment trust, other investment adviser, financial planning firm, commodity pool operator, commodity trading adviser or futures commission merchant, banking or thrift institution, accounting firm, law firm, insurance company or agency, pension consultant, real estate broker or dealer or any entity that creates or packages limited partnerships. The Company does not recommend or select other investment advisers for clients. please register to get more info

CLIENT TRANSACTIONS AND PERSONAL TRADING SCF has a written Code of Ethics which applies to all management personnel and employees. A copy of the Code of Ethics will be provided upon request. The core principles of the Code of Ethics of SCF include the following: (1) The interests of clients will be placed ahead of the investment interests of SCF, all management persons and all employees. (2) Employees and management persons are expected to conduct their personal securities transactions in accordance with the SCF’s Insider Information and Trading Policy and are to strive to avoid any actual or perceived conflict of interest with the clients. (3) Employees and management persons are expected to act in the best interest of each client. (4) Employees and management persons are expected to comply with federal and state securities laws. SCF and its employees and management persons and related persons to such persons may occasionally buy for their personal account securities that SCF is currently purchasing or holding for its advisory clients. Care is taken that the acquisition and disposition of such securities for SCF and its employees and management persons and related persons are handled in such a manner that clients receive preferable treatment. The Code of Ethics of SCF contains provisions requiring employees to obtain approval in advance for securities transactions and also contains provisions requiring employees to report quarterly with respect to their holdings of securities. By nature of the investment fund partnership structure used by SCF (as described in Item 5 above), SCF and its related persons have a roughly 2% ownership interest in each investment fund except for SCFVIII in which they have a 4% ownership interest and SCFIX in which they have a 5% interest. 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 agreement of each investment fund. please register to get more info

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. 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 receive any hard dollar benefits from any broker-dealer but, may occasionally receive benefits in the form of research. SCF has no formal soft dollar relationships. As the ultimate general partner of the investment partnerships, 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. please register to get more info

On a quarterly basis, written reports are provided to all of the limited partners in each investment partnership. 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. Various reports are reviewed daily by individuals and summary reports are reviewed weekly by the officer group. SCF is constantly monitoring operations performance, financial performance and the strategic direction of each investment. please register to get more info

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. please register to get more info

Custody of client funds and assets is held by third party institutions, either transfer agents, banks or large brokerage houses. Such custodians send quarterly statements of holdings to the general partner of each investment fund. SCF, on a quarterly basis, provides a listing of client funds and assets, and the related values to each limited partner in an investment partnership. As we have power to withdraw or move funds or securities of clients, SCF is deemed to have custody of client funds and securities. Because SCF is the general partner for the funds it manages, it is deemed having custody of those assets (in addition to the fact that third party institutions actually hold many of the assets and funds). Therefore, in order to mitigate this potential risk, and as required, an outside PCAOB inspected accounting firm performs an annual audit of each of the investment funds. The resultant audit reports and audited financial statements are delivered to the limited partners in each investment fund within 120 days of the fund’s fiscal year end, as required. All audit letters in the past have contained unqualified opinions. Investors in the investment funds are encouraged to compare information received from SCF with information received from custodians, auditors or others. If any discrepancies are discovered, they should be brought to the attention of SCF. please register to get more info

SCF has discretionary authority to manage its client’s accounts. However, there are certain limitations stated in the related investment fund agreements such as: concentration limits, industry focus, and geographic limitations. Currently, the legal agreement governing each investment fund limits the industry in which monies may be invested to the worldwide energy services and equipment industry. please register to get more info

SCF votes client securities in accordance with SCF’s written proxy voting policy. A copy of this proxy voting policy may be obtained by a client upon request. In general, a voting decision requires the concurrence of a majority of the officers of SCF. Neither clients nor investors in the funds may direct the voting of client securities in a particular solicitation. Upon verbal or written request, we will communicate such votes and provide our proxy voting policy to our clients and limited partners. please register to get more info

The disclosures required by Item 18 do not apply to SCF Partners, Incorporated. The firm is in sound financial condition, and we are confident that we can meet future contractual commitments to our clients. The firm does not require, solicit or permit prepayment of fees six or more months in advance. Neither the Company nor any of our affiliates has ever filed a bankruptcy petition. please register to get more info