Vanshap Capital LLC

Item 5 – Fees and Compensation

A. Vanshap Capital, or an affiliate of our firm, receives compensation from our clients based on (i) the
   percentage of assets we manage, and/or (ii) performance achieved for our client’s account.

     We charge our hedge fund client an annual asset-based fee equal to 1.5% of each of its investor’s
     capital accounts. We also charge a performance-based profit allocation equal to 15% of each
     investor’s annual net realized and unrealized profits, subject to both a (a) “loss carryforward”
     or “high water mark” limitation, and (b) a “hurdle rate of 5%.” This means that we only receive
     a performance profit allocation when an investor’s account value for the year exceeds 5%, and has
     recovered any losses from all prior years. The performance-based profit-sharing allocation is made
     to our affiliate, the General Partner. Our fees are generally not negotiable, but fees may be reduced
     in extraordinary circumstances. For the fund of funds client we only charge a performance-based
     profit allocation equal to 10% of each investor’s net realized profits in excess of capital contributed
     with no performance hurdle.

B. For our hedge fund client we deduct the asset-based fee described above from each investor’s
   capital account at the beginning of each fiscal quarter. We deduct the 15% annual
   performance-based compensation mentioned above from each investor’s capital account at the
   end of each year or whenever an investor is making a withdrawal, but only on the withdrawn
   amount. For the fund of funds client we only deduct performance-based compensation upon
   realization of profits typically as a result of a sale of the underlying investment or distribution in-kind
   of underlying securities associated with the investment.

C.     In connection with our advisory services, our clients, and consequently the investors in our
     clients, bears all of its own organizational and operational expenses, including: legal fees (including
     settlement costs), costs of any litigation or investigation involving our clients’ activities, accounting
     costs (including tax preparation and audit expenses, administration costs, insurance, costs
     associated with reporting and providing information to existing and potential investors, any
     governmental fees imposed on our clients, and withholding and/or transfer taxes.

     Our clients, and consequently investors in our clients, also bear all of its investment-related
     expenses, such as:

         •   proxy expenses;

         •   interest and commitment fees on loans and debit balances;

         •   borrowing charges on securities sold short;

         •   custodial fees;

         •   brokerage commissions;

        •   trade processing fees, including clearing and settlement charges;

        •   travel expenses related to research;

        •   research fees and materials (including online news and quotation services);

        •   costs of any outside appraisers, accountants, attorneys or other experts or consultants
            engaged in connection with specific transactions;

        •   bank charges; and

        •   other ordinary miscellaneous research and trade-related expenses.

    For more information on brokerage transactions and costs, please see Item 12: Brokerage
    Practices.

D. The asset-based fee associated with our hedge fund client is payable quarterly in advance;
   however, investors in our client are only allowed to withdraw capital on the last business day of a
   calendar quarter after providing 45 days’ notice. Accordingly, we do not need to provide fee refunds
   to investors before the end of a billing period because they will never pay a fee in excess of what they
   owe.

E. Neither our firm nor any of our employees receives any transaction-based compensation for the sale
   of securities or other investment products, including charges or fees from the sale of mutual funds.

Item 7 – Types of Clients

     Vanshap Capital, LLC provides investment advice to two clients, Vanshap Capital Value Fund, LP, and
     Vanshap Capital Food technology Fund I, LP, pooled investment vehicles. The underlying investors
     in these funds are typically:

         •   Individuals;

         •   Trusts and estates; and

         •   Corporations, partnerships or other business entities.

     To invest in Vanshap Capital Value Fund, LP, we require a minimum investment of $1,000,000,
     and to invest in Vanshap Capital Food Technology Fund I, LP we require a minimum investment of
     $100,000, although we may waive these requirements at our discretion.

     We require that U.S. investors in both funds to qualify as both accredited investors and qualified
     clients, although certain individuals who are not qualified clients may be permitted to invest in our
     clients. Accredited investors are (i) individuals with $1,000,000 of net worth (excluding their primary
     residence)1 or who have made $200,000 in each of the two previous years (or $300,000 joint income
     with one’s spouse), or (ii) entities with assets totaling over $5,000,000. Qualified clients are
     individuals or entities with over $2,200,000 of net worth or who invest at least $1,100,000 with us.

     This Brochure is not an offer to invest in our clients.

     An individual need not deduct from his or her net worth the amount of mortgage debt secured by an excluded
     primary residence other than (i) the amount by which the mortgage liability exceeds the fair value of the
     residence, and (ii) any increase in the amount of the debt secured by the primary residence in the 60 days
     preceding the date hereof unless the increase was a result of the acquisition of the residence.