Endeavour Capital Advisors Inc

Fees and Compensation

Clients and investors in Endeavour’s Funds are typically charged an annual management fee
equal to between 1.0% and 1.75% of net assets (depending on the strategy and the amount

invested by each investor), payable quarterly in arrears, and an annual performance fee or
allocation equal to between 10% and 20% of the amount by which the net value of each account
as of the end of each fiscal year exceeds the net value of the account as of the beginning of the
year. Endeavour Capital Private Investments I L.P. is subject to a private equity style
management fee based on a percentage of invested capital and carried interest as a percentage of
distributions to investors in excess of a preferred return. If an agreement is terminated within a
quarter, the management fee will be pro-rated. Separate managed account fees are negotiated
with each client.

Please refer to the governing documents of each Fund for more complete information about the
management fee and performance-based compensation paid with respect to each Fund.

The management fee, except in the case of managed account clients, is usually deducted directly
from the assets of each account as such fees become payable, which is generally quarterly in
arrears. The performance allocation is generally payable annually in arrears, or upon termination
of a client account or withdrawal of capital from a Fund.

Clients are responsible for all costs and expenses incurred in connection with the investments in
their accounts, including brokerage commissions; clearing fees; fees, interest and other costs in
connection with margin accounts or other borrowings; borrowing charges on securities sold short;
custodial fees; bank service fees; costs of any outside appraisers, accountants, attorneys or other
experts or consultants engaged by Endeavour in connection with specific investments (including
transactions that fail to close); costs of regulatory filings related to client accounts (such as
Schedules 13D and G); investment-related travel expenses; and any legal fees and costs arising in
connection with any litigation or regulatory investigation instituted against Endeavour or any
Client. The Funds also pay all of their operating costs, including administration, legal,
accounting, auditing, investment-related travel-related expenses, and insurance costs and
expenses, as described in greater detail in the offering materials for each Fund. Expenses are
allocated among participating client accounts in proportion to their respective participation in a
specific investment, in proportion to their respective net asset values, or on such other basis as
Endeavour may determine to be equitable. To the extent that an account invests in ETFs, the
account will be subject indirectly to a second level of fees and expenses charged by the ETF.

For additional information about brokerage expenses, see “Brokerage Practices” below.

Performance-Based Fees and Side-By-Side Management

Endeavour, or an affiliate of Endeavour, ordinarily receives a performance-based fee or a special
allocation of profits from each Client and each Fund as described above under “Fees and
Compensation.” Different Client accounts may be subject to different performance-based
compensation arrangements. If Endeavour is entitled to receive a higher percentage of the net
profits of the account of one Client than the percentage that Endeavour receives from another
Client, then Endeavour may have an incentive to favor, or to allocate certain riskier or more
speculative investments to, the Client that is subject to the higher percentage.

Endeavour will allocate all investment opportunities among its Clients in a manner that it
considers fair and equitable to all Clients, considering all factors potentially applicable to each

Client. Among the factors that may be considered by Endeavour in allocating trades among
Client accounts are: investment mandates, policies, guidelines or restrictions applicable to each
specific Client; tax considerations; actual and targeted cash availability; liquidity requirements for
payment of redemptions or other purposes; risk tolerances; restrictions under the Employee
Retirement Income Security Act of 1974, as amended, or other applicable laws or regulations;
available credit lines; counterparty arrangements; account size; benchmark sector weightings;
industry and security weightings; and hedging objectives and activity.

Types of Clients

Endeavour provides advice to the Funds and may also provide advice to separate account
Clients, registered investment companies, and other investment vehicles. The Funds have
minimum investment amounts as described in the offering materials for each Fund, subject to
waiver or modification at the discretion of Endeavour. In particular, each investor in each of the
Funds generally must be an “accredited investor” as defined in Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”), and, depending on the Fund, either a “qualified
purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”) or a “qualified client” as defined under Rule 205-3(d)(1) of the
Investment Advisers Act of 1940 (the “Advisers Act”).

Methods of Analysis, Investment Strategies and Risk of Loss

Endeavour utilizes a variety of methods and strategies to make investment decisions and
recommendations. The primary methods of analysis are fundamental research, macro-economic
analysis and internal models.

Endeavour employs three core investment strategies (although specific client accounts can be
managed using combinations or variations of these strategies, as agreed with the client):

Endeavour Capital Partners L.P. seeks long-term capital appreciation returns above relevant
market indices through maintenance of a portfolio consisting primarily of long and short equity
positions of companies in the financial sector, although Endeavour may also invest in bonds and
other debt securities or in securities of companies outside the financial sector. Generally, long
positions will be characterized by conservative business models with sustainable or improving
earnings at compelling valuations, turnaround situations or trading positions with an identifiable
catalyst. Short positions will typically include companies with deteriorating fundamentals or
trading positions where industry growth is decelerating and/or product pricing is declining.

Endeavour Regional Bank Opportunities Fund II L.P. seeks to identify well-capitalized
regional banks with strong management teams and manageable credit risk that are actively
seeking to grow their businesses. This strategy targets banks with small and mid-cap market
capitalizations and invests primarily in long and short positions in publicly-traded common
stocks, but its investments may also include publicly traded or privately negotiated (or restricted)
common stocks, preferred stocks, stock warrants and rights, corporate debt, bonds, notes or other
debentures or debt participations, convertible securities, options, swaps and other derivative
instruments.

Endeavour Capital Private Investments I L.P. seeks to take advantage of inefficiencies and
attractive price to tangible book value (P/TBV) entry points in private and highly-illiquid
community and regional banking companies where multi-year catalysts are expected to drive
continued improvement in fundamentals and earnings. Endeavour believes that multi-year
catalysts, including higher interest rates, a pro-growth economic environment, a more benign
regulatory framework, and low corporate tax rates, should drive continued improvement in the
banking sector. The investment objective of the Fund is to invest primarily in private equity
investment opportunities in banking companies and thinly-traded “quasi-private” regional banks.

The strategies employed by Endeavour may involve a substantial degree of risk. Investors in the
Fund should refer to the confidential private placement memorandum and other governing
documents for each Endeavour Fund for more complete information on investment strategies
employed by the Fund and the corresponding risks. The following summary of certain risks does
not purport to be complete, but includes some of the potential risks associated with Endeavour’s
investment strategies:

Equity Securities. Endeavour invests primarily in long and short positions in equity securities.
Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of
the securities. The market price of equity securities may be affected by general economic and
market conditions, such as a broad decline in stock market prices, or by conditions affecting
specific issuers, such as changes in a company’s financial condition, revenues or earnings
forecasts.

Concentration of Investments; Limited Diversification. Endeavour’s investment strategies may
result in Clients holding a few, relatively large positions in relation to such Clients’ capital.
Thus, the investment portfolio may be subject to more rapid change in value than would be the
case if the portfolio was required to maintain a wider diversification among industries,
companies and types of securities. A Client may acquire majority or greater interests in portfolio
companies, which could expose a Client’s account to additional risks.

Concentration in Financial Services Industry. Investments by Endeavour Capital Partners L.P.
will be concentrated in the thrift, banking and financial services industry; and investments by
Endeavour Regional Bank Opportunities Fund II L.P. and Endeavour Capital Private
Investments I L.P. will be concentrated in U.S. regional banks and the banking industry. As a
result, the performance of accounts managed by Endeavour may be particularly susceptible to
developments affecting securities of issuers in the financial services and banking industry, such
as changes in interest rates, changes in the regulatory environment, and changes in general
economic conditions. Each strategy may be subject to more rapid change in value than would be
the case if the strategy were required to maintain a wider diversification among industries,
companies, and types of securities. An investment in an account managed by Endeavour should
not be considered a balanced investment program and is intended to represent a part of a more
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