Venor Capital

Offshore Ltd.

Fund Investment Objectives

The Fund invests in value and event-driven opportunities across the corporate capital structure with a preference for investments higher in the capital structure, such as corporate bonds, bank loans, and other fixed-income securities. The Fund intends to primarily invest in stressed or distressed corporate situations in the U.S. and Western Europe, and seeks to achieve attractive risk-adjusted returns through a combination of process-driven bottom-up security research and disciplined trading and risk management procedures. Net returns for the Offshore Fund after June 30, 2009 are calculated as a composite net return of the non-Special Investment share classes of full fee paying investors (net income/loss for Class A, B, C, D, E, and E-2 share classes less all applicable expenses, including all management fees, incentive fees, and expenses).