Wexford Offshore Catalyst

Fund Limited Class A

Fund Investment Objectives

Wexford Offshore Catalyst Fund Limited (the Fund), a Cayman Islands exempted company, is an absolute rate of return fund focused on the energy, natural resources and industrials sectors, primarily via a portfolio of long and short equities, debt and commodities. The Fund invests and trades primarily across global markets in the energy, natural resources and industrials sectors, including, but not limited to: (i) energy related debt and equity securities, such as integrated major oil companies, oil and gas exploration and production companies, oil and gas drilling, equipment and services, oil and gas refining and marketing, energy product transportation and storage, coal mining, power generation, power technology/renewable energy, electric and gas utilities, and energy intensive/sensitive industries (e.g. chemicals, fertilizer, airlines); (ii) natural resources debt and equity, such as metals and mining; (iii) industrials and basic industries debt and equity; and (iv) commodities (futures/OTC), such as oil, natural gas, product and distillates, coal and metals. The Investment Manager has been an active investor in the energy, natural resources and industrials sectors since its inception in 1994 and Chuck Davidson, its Chairman and Chief Investment Officer, has been investing in these sectors for over 20 years. Energy, natural resources and industrials have been a significant contributor to the success of the Investment Manager's multi-strategy / global macro hedge funds, Wexford Spectrum Fund, L.P. and Wexford Offshore Spectrum Fund and a significant area of focus for the Investment Manager's private equity business. In addition to the deep industry knowledge and contact base the Investment Manager derives from owning these private equity assets, the access to real-time operational, pricing and demand data provides the Investment Manager with a significant informational edge in evaluating public investment opportunities in these same areas. The historical performance from inception through December 31, 2005 reflects an annual management fee of 1.5% and from January 1, 2006 through June 30, 2009 an annual management fee of 2.0%. As of July 1, 2009 the Fund is only offering interests in Class A, which is subject to an annual management fee of 1.5%. The performance returns do not reflect our marking to market the illiquid investments that are maintained in the "Side Pocket."