Bay Resource Partners

Offshore Fund, Ltd.

Fund Investment Objectives

The investment objective of the Fund is to generate attractive returns for investors with managed risk. In attempting to accomplish this objective, the Investment Manager anticipates investing a majority of the assets of the Master Fund in long and short positions in common and preferred stocks, common and preferred stock derivatives, commodity and commodity-linked securities and futures contracts, and may also invest in private equity investments, bonds or other credit investments, real estate, or other asset classes both within the U.S. and outside the U.S. However, there are no limitations as to the investments or asset types in which the Fund or Master Fund may invest. The Investment Manager anticipates that the assets of the Master Fund will be allocated between short and long positions based on the assessment of the Investment Manager of the price level in the relevant stock markets, its macroeconomic view, the availability of attractive investments, and its fundamental analysis of investment opportunities.