GB Merchant Partners LLC

Item 5: Fees and Compensation
       A. Description
      Since GBCP's brochure is delivered only to “qualified purchasers,” as defined in Section
      2(a)(51)(A) under the Investment Company Act of 1940, as amended, the information
      requested by Item 5A has not been provided.
      B. Fee Billing
      For 1903 Debt Fund, LP, a Delaware limited partnership, and 1903 Offshore Debt Fund,
      Ltd., a Cayman Islands limited company (each, a “Debt Fund,” and collectively, the
      “Debt Funds”), management fees are deducted in advance from the Debt Funds' assets on
      a quarterly basis. In addition, a performance fee/allocation is deducted from each Debt
      Fund's assets and paid or allocated to an affiliate of GBCP at the end of the applicable
      fiscal year in arrears and is subject to a modified high water mark. For 1903 Equity
      Fund, L.P. a Delaware limited partnership (the “Equity Fund"), management fees are
      deducted in advance from the Equity Fund's assets twice a year for approximately the
      following 5 1/2 month period. Performance fees in the form of carried interest are paid to
      an affiliate of GBCP through a waterfall provision after each partner in each Equity Fund
      has been returned all capital contributions and an annual preferred return compounded
      annually. Management fees are prorated for any period that is less than a full period.
      C. Other Fees and Expenses
      For the Equity Fund, to the extent possible, third party costs related to portfolio
      investments are charged to portfolio companies. The Equity Fund, to the extent not
      reimbursed by a portfolio company, bears all expenses related to its operations, including,
      without limitation, fees, costs, expenses and liabilities directly related to the purchase,
      holding and sale of securities, unconsummated transaction expenses, management
      fees, taxes, fees and expenses of auditors, third party accounting and administrative
      service providers, consultants and counsel, expenses associated with such Equity Fund's
      financial statements, tax returns and K-1s, expenses of the board of advisors and annual
      meetings, insurance, litigation expenses and, subject to the approval of the board of
      advisors, any extraordinary expense.
      For the Debt Funds, each Debt Fund bears all reasonable expenses related to its
      operations, including management fees paid to GBCP, legal, accounting, auditing and
      other professional expenses, directors and officers insurance or similar insurance
      expenses of each Debt Fund, its general partner or board of directors, as applicable, or
      GBCP, administration expenses, organizational expenses, expenses of appraisal and
      valuation firms, research expenses (including research-related travel) and investment
      expenses such as custodial fees, bank service fees, interest on margin loans or other
      indebtedness, commitment and other fees relating to credit facilities, brokerage
      commissions, legal fees and due diligence expenses related to analysis of investments,
      purchase or sale of investments and loans, whether or not such investments or loans are
      consummated or sold, and other expenses related to the purchase, sale or transmittal of
      such Debt Fund's assets.
      Please refer to Item 12 for more information.

D. Fees in Advance
Investors in the Funds must pay management fees in advance. GBCP offers pro rata
refunds to any investors in the Funds of any unearned management fees paid in advance.
E. Securities Compensation
Not applicable.

Item 7: Types of Clients
       Description
       GBCP currently provides investment advisory services on a discretionary basis only to
       private pooled investment vehicles not registered under the Investment Company Act of
       1940, as amended.
       Account Requirements
       In general, the Equity Fund requires a minimum initial investment of $5,000,000,
       although the Equity Fund is currently closed to new investments; the Debt Funds require
       minimum initial investments of $500,000. However, these Funds may accept
       subscriptions for lesser amounts. In addition, the Funds require that each investor is an
       “accredited investor,” as defined in Regulation D under the Securities Act of 1933, as
       amended, and a “qualified purchaser,” as defined in Section 2(a)(51)(A) of the
       Investment Company Act of 1940, as amended. The general partner/board of directors of
       each Fund, as applicable, may waive these minimum initial investments in their sole
       discretion.