SCF Partners Inc

Item 5 – FEES AND COMPENSATION

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., 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%. 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), all of
its committed capital 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 fund 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.

Item 7 – TYPES OF CLIENTS

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.