DIVA SYNERGY UCITS FUND - Bernheim, Dreyfus & Co.

DIVA SYNERGY UCITS FUND
An Event-Driven Equity Strategy Targeting Absolute Returns
www.b-dreyfus.com
Bernheim, Dreyfus & Co. SAS – 151 boulevard Haussmann – 75008 Paris – France
Tel: +33 (0)1 72 25 66 22

Disclaimer
The information set forth herein has been obtained or derived from sources believed by Bernheim, Dreyfus & Co to be reliable.
However, Bernheim, Dreyfus & Co does not make any representation or warranty, express or implied, as to the information’s
accuracy or completeness, nor can it accept any responsibility for errors appearing in this presentation. No liability
whatsoever is accepted by Bernheim, Dreyfus & Co, its officers, employees or agents for any loss howsoever arising from any
use of this presentation or its contents or otherwise arising in connection therewith. The information contained in this
presentation shall not be considered as legal, tax or other advise nor does Bernheim, Dreyfus & Co recommend that the
attached serve as the basis of any investment decision.
This document has been provided to you solely for information purposes and does not constitute an offer or solicitation of an
offer, or any advice or recommendation, to purchase any securities or other financial instruments, and may not be construed
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made solely on the basis of the information contained in the offering memorandum (“OM”) of the relevant fund, which may be
different from the information contained in this presentation. This document is being circulated by Bernheim, Dreyfus & Co
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Dreyfus & Co and it is not to be copied, reproduced or redistributed, under any circumstances, to any other person in whole
or in part. This document is subject to further review and revision.
This document is for information purposes only and the provisions of the OM of the Funds are the only binding documents. In
the event of any inconsistency, between the descriptions or terms in this presentation and the OM the provisions of the OM
shall prevail. All information in this presentation is subject to change without notice. The copyrights of this Presentation
belongs to Bernheim, Dreyfus & Co.
Warning: Past performances are not a guarantee of future performances. The value of the units may decrease as well as
increase. Any investment may generate losses or gains.

Table of Contents
Introduction to Diva Synergy UCITS
Overview of Diva Synergy UCITS 1
Investment Strategy 2
Risk Management 6
Competitive Advantage 8
Risk Profile 9
Appendices
M&A Market in 2011 10
Merger Arbitrage Portfolio – Case Studies 11
Pre-Event Driven Portfolio – Case Studies 12
Fund Terms and Conditions 13
Portfolio Managers 14
Contact 15

Introduction to Diva Synergy UCITS

Overview of Diva Synergy UCITS
Diva Synergy is a UCITS III compliant Event Driven hedge fund investing in M&A situations in Western
Europe and North America.
Key Facts
Management
Company
• Bernheim, Dreyfus & Co.
Structure • UCITS III compliant
Strategy
Portfolio
Composition
• The fund's strategy focuses on M&A
situations
The capital is deployed in two substrategies:
• Merger Arbitrage (announced
deals)
• Pre-Event Merger Arbitrage
(anticipated deals)
• 40 to 50 stocks listed in Western Europe
and North America, usually with a ​1 to 10
billions euros market capitalization
• Market neutral with market fluctuations
covered through a zero beta adjustment
• Highly liquid portfolio with on average
80% of positions smaller than 20% of
daily average trading volume
About Bernheim, Dreyfus & Co.
• Bernheim, Dreyfus & Co. is an independent asset
management company specializing in absolute return
strategies, in which the team has strong expertise.
• The objective of Bernheim, Dreyfus & Co., with regards to the
Diva Synergy (UCITS) fund, is to offer investors a stable
performance regardless of variations in markets with a
combination of rigorous fundamental analysis and trading
expertise.
• The Portfolio Managers, Sebastien Dettmar, Lionel Melka
and Amit Shabi bring together complementary skills and
have over 40 years experience in trading, asset management
and investment banking (1) .
• Bernheim, Dreyfus & Co.’s capital being wholly owned by its
founders ensures independence.
Target Return • Absolute performance
Target Volatility • 3 – 5 % annually
(1) As at 1/6/2011. www.b-dreyfus.com
1

1. Merger Arbitrage – Announced Deals
The Merger Arbitrage strategy revolves around acquiring shares in listed companies subject to mergers and
acquisitions. The objective is to capture the value gap (spread) between the share price after the
announcement and the price offered by the acquirer.
Different Merger Arbitrage Approaches
" Sure Thing "
• Transactions whose probability of success
is seen as virtually certain: the market has
reached a consensus for the value and the
risk
• Very low risk
" Probable "
• Transactions whose probability of success
is seen as probable
• Transactions with clear synergies but with
contrarian views by market players of
value and risk
" Doubtful "
• Transactions whose probability of success
is seen as doubtful
• High risk transactions with regulatory
uncertainties and/or questionable
synergies
Preference: Strategic deals with clear synergies, low financing and regulatory risks, where both target and acquirer have strong
business models and with contrarian views by market players of value and risk
PORTFOLIO CONSTRUCTION
• Trading Policy: Usually we increase positions when spreads widen – assuming our analysis has not changed
• Hedging: Hedging is used in stock transactions by short selling the amount of the acquirers shares we will receive when deal close
• Liquidity: Over 80% of the portfolio is invested in companies with a market capitalization of at least $500 million.
• Tests:
• Reward/risk ratio – Focus on high reward/risk ratio deals.
• Overlapping deal closure dates to optimize the portfolio’s events calendar
• Monitoring :
• Keep track of portfolio events
• Frequent use of trading limits
• Continuous review the investment thesis
2

2. Pre-Event Merger Arbitrage – Anticipated Deals
The Pre-Event strategy consists of identifying potential M&A targets through a rigorous investment process
Investment Process
Target Universe
• 1000 companies of appropriate size in
North America and Europe
Comments
• Investment criteria: Companies ​listed in Western Europe and
North America, usually with a ​$​1 to $10 billions market
capitalization
Under Our Radar
Hot Sectors
Identifying Buyers
• 300-400 potential targets under daily
monitoring
• 100 potential targets within the sectors
identified for a potentially high degree of
M&A activity
• Identification of interested buyers with
cash and a need for external growth
• The selection criteria are both fundamental (consolidation within
an industry, strategic or regulatory pressure, similar to a target of
recent mergers and acquisitions ...) and technical (abnormal
returns, unusual volume / volatility)
• Currently we anticipate strong M&A in the pharmaceutical, energy
and technology industries among others,
• Identification of potential buyers is based on criteria such as:
• Level of cash on balance sheet, need for external strategic
growth, etc.
• Companies that could generate synergies and cost savings
and/or unlock other value
Portfolio
• Hedged against market risk
• Mainly companies whose market capitalization is between 1 and 10 billion euros
• Trading Policy: the size of the position normally starts small and is built up when the stock price increases, which we consider as an indication
that the market aligns with our scenario.
• Hedging: the positions are covered by short selling index futures to obtain a zero beta adjustment (ie, "market neutral").
• Liquidity: over 80% of the portfolio is invested in companies with a market capitalization of at least $500 million.
• Risk Controls: stop-losses at 10% downside of the traded pair (long equity – short index)
3

2. Pre-Event Merger Arbitrage – Anticipated Deals
Examples of potential investments based on current M&A themes
Investment Theme
Potential Targets
Increasing exposure to emerging markets
Baby Oil being acquired by emerging players
Big Pharma facing patent expiration and looking to plug
their pipeline holes
Underexploited iconic brands
4

Structure of Portfolio
Market Volatility
Investment Strategy
The investment strategy revolves around two pillars: Announced Merger Arbitrage (announced deals) and
Pre-Event Merger Arbitrage (anticipated deals)
Portfolio Structure
1. Announced Merger
Arbitrage
• Announced M&A Deals
2. Pre-Event Merger
Arbitrage
• Identify potential M&A
targets
• To achieve the target return and volatility, the allocation between
the two strategies is adjusted depending on the economic cycle
and market conditions
• 40 to 50 stocks listed in Western Europe and North America
• Market fluctuations systematically covered (Market-Neutral)
Portfolio Allocation
• The structure of the portfolio and the allocation between the
two strategies Pre-Event Merger Arbitrage and Announced
Merger Arbitrage depends mainly on the level of volatility in
the market. Higher market volatility results in higher risks
which gives larger spreads and therefore makes the
Announced Merger Arbitrage strategy more profitable than
the Pre-Event Merger Arbitrage .
• As illustrated below there is a clear correlation between the
structure of our portfolio and the market volatility. At the
end of 2008 when volatility – in terms of the VIX (1) index –
was above 40 more than 90% of the portfolio (managed by
the same team, applying the same strategy) was invested in
the Merger Arbitrage strategy.
Historical Portfolio Allocation - (managed by the same team, applying the same strategy)
Pre-Event Driven Portfolio Merger Arbitrage Portfolio VIX
100%
80%
60%
40%
20%
0%
Q1
2007
Q2
2007
Q3
2007
Q4
2007
Q1
2008
Q2
2008
Q3
2008
Q4
2008
Q1
2009
Q2
2009
Q3
2009
Q4
2009
Q1
2010
Q2
2010
Q3
2010
Q4
2010
Q1
2011
Q2
2011
60
50
40
30
20
10
0
(1) An indicator of U.S. financial markets volatility. The index is calculated by averaging the volatilities on put and call options on the S&P500.
5

Risk Management
A Robust Risk Management System
Regulatory
environment
• The Fund is under French law and complies with the European UCITS III regulations
• The Fund is eligible for life insurance
Position Sizing
• Sizing is determined by liquidity, the downside risk and the ability to hedge undesired risks
• We aim to avoid crowded trades
• We systematically cover all risks (currency, interest rate, ...) other than those inherent to the strategy (mainly the nonoccurrence
of an anticipated event)
Internal Risk
Monitoring
• The team has real time access to exposures by sub-strategy, geography, currency and other exogenous or macro factors
often difficult to predict
• Crowded, illiquid or high-risk trades (when any), are segregated and very closely monitored
• Strict stop-loss policy
Stress-Tests
• Risk manager frequently runs stress scenarios on the portfolio and its sub-books and also ensures that our strict
guidelines are respected
• Monthly Risk Committee meetings address potential risk areas and raise early warning signals
Frequent
Reporting
• Daily NAV and monthly reporting
6

Risk Management
Risk Management Tools
DATA FEED & ANALYTICS
FRONT TOOL
DAILY RISK REPORTING
• Bloomberg:
- Yield curves
- Market prices
- Currency rates
- Data and other statistics
• Fimatrix®:
- Value at risk
- Stress testing
• Real time position tracking and
exposure updates
• Real time profit and loss calculation
• Cross asset class risk consolidation
• What-if analysis
• Scenario analysis
• Fimatrix®
• In house reports
7

Competitive Advantage
Unique Portfolio
Construction
• Dynamic optimization of the portfolio allocation between the two strategies (Merger Arbitrage and Pre-Event Driven) to
achieve the target return and volatility regardless of the business cycle and market conditions
Experienced
Management
Team
A Focus on
Discipline
Tactical
Flexibility
Proven
experience
• Complementary profiles in mergers and acquisitions, trading and asset management
• A thorough knowledge of several industries
• An extensive network of contacts established over the years
• A rigorous investment process
• Strict buying and selling policies
• Ongoing monitoring of performance indicators and portfolio risk
• The team's expertise in fundamental analysis, trading and investment behavior, allows it to make a quick reading of the
market and adjust the portfolio accordingly
• A good understanding of complex transactions
• Corriente/Resources; Apache/Mariner; Hospira/Javelin
• An indepth understanding of the EU Antitrust process
• Oracle/Sun Microsystems; Intel/McAfee; Tom Tom/Tele Atlas; Nokia/Navteq
• A good understanding of the dynamics of hostile transactions
• Kraft/Cadbury; Sanofi/Genzyme
• A solid track-record of identifying potential M&A targets
• Solvay/Rhodia; International Power/GDF Suez; Rio Tinto/Alcan
• Nimble Approach to Risk
• BHP Billiton/Potash; BASF/CIBA
8

Diva Synergy (Ucits) Risk Profile
The Fund may be exposed to the following main types of risks. Any of these risks may cause a significant fall
of the Fund’s Net Asset Value.
• Risk of capital loss: Investors are warned that the capital they invest is not guaranteed and therefore they may not receive back the full amount
invested.
• Risk of non-occurrence of the announced or anticipated merger or acquisition: Merger arbitrage consists of taking advantage of the difference
between the current stock price of the target and the price offered by the acquirer (the spread). If the transaction is completed, a gain consisting of
the spread is realised. However, if the transaction fails to complete, a loss is likely to be incurred as the anticipated control premium usually paid to
the target shareholders by the acquirer is lost.
• Risk of not achieving the Fund’s objective - discretionary management risk: The Fund relies on the managers’ ability to assess the value of
companies and determine the outcome of mergers and acquisitions situations. There is a risk that the Fund may not be invested in the bestperforming
situations at any given time.
• Counterparty risk: In the case of products traded over the counter (OTC), the Fund may have to bear additional risks related to counterparty
exposure. This risk measure the losses incurred by the Fund in respect of commitments entered into with a counterparty. The default of the
counterparty may cause a significant decrease in the net asset value (NAV) of the Fund. In general, these transactions are entered into in line with
regulatory requirements such as collaterals and margin calls.
• Foreign exchange risk: The Fund buys and sells securities denominated in currencies other than the Fund’s currency. In spite of its policy of
hedging the invested assets, the Fund’s net asset value may be adversely impacted if changes in the foreign exchange markets negatively affect gains
generated over two hedging periods.
• Interest rate risk: The Fund may be up to 100% exposed to short-term interest rate risk via debt securities and money market instruments. Interest
rate risk is the risk associated with a rise in interest rates, which can trigger a fall in the price of certain debt securities and money market
instruments, and thereby a fall in the net asset value of the Fund
• Credit risk: The risk of a downgrade in the credit rating of an issuer, or of that issuer defaulting. The value of the debt instruments in which the
Fund is invested may fall, which could result in a fall in the net asset value.
• High-yield risk: There is also a high-yield risk arising from the fact that the Fund may invest in high-yield bonds (rated at least B- by Standard &
Poor’s or Caa1 by Moody’s). These securities carry a significant risk of default.
9

Appendices

M&A Market in 2011
Positive market outlook for mergers and acquisitions (+55% in Q1 2011)
DRIVERS /
CATALYSTS
CONSTRAINTS
CONSEQUENCES
• Savage cost cutting, capital raising and debt refinancing , strong balance sheets – to be opportunistic if a deal is presented
• Attractive price of assets
• Buying growth through acquisition may be more attractive than organic growth - given concerns about the pace of
recovery of Europe and the United States
• Growing pressure on firms to focus on core activities and spin off the rest
• Low interest rates
• Access to credit
• Market volatility
• Antitrust
• Due to lower equity market ratings and the constraints on credit greater proportion of stock to be used for M&A rather
than cash
• Need for a crystal clear strategic rationale
• More hostile bids
• Buyers with strong balance sheets likely to take advantage to snap up rivals at bargain prices
• Corporate activity will be focused on cost-cutting rather than the bull-market justification of buying growth
• Creativity in structuring transactions and managing volatility in stock deals will be key differentiating factors
10

Merger Arbitrage Portfolio – Case Studies
Oracle / Phase Forward (PFWD US)
Apache / Mariner Energy (ME US)
Novartis / Alcon (ACL US)
Activity
• Medical software for hospitals and clinical
institutions
• $213 million turnover
• 300 clients and over 10,000 clinical trials
• Exploration and production of hydrocarbons
(180m barrels of proven reserves)
• Offshore (85%) and Onshore (15%)
• 45% of sales in the Gulf of Mexico
• World leader in eye care
• $6.5 billion turnover
• 300 clients and over 10,000 clinical trials
Key Figures /
Deal Terms
• Market capitalization: $700 million
• EBITDA: $30 million
• Price: $17.00 per share
• Break-up fee: 3.5%
• Market capitalization: $2.3 billion
• EBITDA: $571 million
• Price: $7.8 + 0.17 of stock in Apache for each
Mariner Energy
• Break-up fee: 2.5%
• Market capitalization: $44 billion
• 2.8 of stock in Novartis for each Alcon
• Nestle will receive $180 per share for the
block of 52% (25% were acquired at $143 is a
weighted average price of $ 168)
Rationals
• Strengthening the market for medical
applications
• Should benefit from Obama ‘s reform of the
health system
• Single asset in deep drilling
• Geographical complementarities
• Novartis and Alcon have highly
complementary product portfolios that cover
more than 70% of the worldwide vision care:
pharmaceuticals and surgical contact lenses
• Eye care is a growing market because of
significant needs of an aging population
Risks
• Funding: No risk (Oracle has $13 billion in
cash)
• Antitrust: The deal is passed May 27 in
second request to the United States. The risk
focuses on the timing of review (the market is
quite fragmented and dominated by
Medidata)
• Shareholder vote (June 22): low risk (friendly
deal with a 30% premium)
• Funding: $ 800 million (Apache has 2 billion
on its BS)
• Antitrust: HSR received May 3
• Shareholder vote Mariner: very low risk given
the premium (45%) and recent events
• MAC clause: very restrictive definition,
excludes any particular event or change in
legislation affecting the industry
• According to the Swiss stock exchange
regulations it only requires the approval of a
majority shareholder (Nestle up to vote)
• Legally, Novartis is not forced to improve its
offer, despite the different treatment of
minorities
• However, we believe that Novartis will
eventually raise its offer (employees hold 6%
of capital + reputational risk)
Closing Date
• Late of August 2010 • Late of August 2010 • Beginning of April 2011
Performance
• Discount to offer price: 2.5%
• Return: 10% annualised
• Discount to offer price: 6%
• Annualized return: 25%
• Discount to offer price: -8% (downside)
• Final bid-price: $168 per share
• Annualized return: 12%
11

Pre Event Driven Portfolio – Case Studies
International Power (IPR LN )
Mobistar (MOBB BB)
Mead Johnson Nutrition (MJN US)
Activity
• Electricity production
• 4 million customers in UK
• Gas 60%; Coal 20%; Other 20%
• Mobile Telecommunication
• 3 operators in Belgium: Proximus (41%),
Mobistar (31%) and Base (28%)
• Main shareholder France Telecom with 52%
• Baby food (the Enfamil brand)
• Former division of Bristol Myers Squibb (IPO
in February 2009 spin-off in December 2009)
• 60% of sales in emerging markets
Key Figures
• Revenue 2009: £3.5 billion
• Market capitalization: £4.7 billion
• EBITDA: £1.5 billion (42.8% margin)
• Revenue 2010: €1.7 billion
• Market capitalization: €3 billion
• EBITDA: €550 million (32% margin)
• Revenue 2010: $3.1 billion
• Market capitalization: $13.5 billion
• EBITDA: $780 million (7.3% margin)
Valuation
• EV/EBITDA: 7x
• PER: 10x
• Yield: 4%
• EV/EBITDA: 6x
• PER: 12x
• Yield: 6%
• EV/EBITDA: 14x
• PER: 29x
• Yield: 1.6%
Potential
Acquirers
• GDF Suez: Discussions late 2010 that were
stalled after:
(1) price
(2) operational structure
• Strong geographical completion to other
players, IPR is present in UK and Middle East
• E.ON, Enel or Gas Natural
• France Telecom: the new management
(Stéphane Richard) is conducting a strategic
review of investments
• The group suffered setbacks after M&A:
Teliasonera, Egypt, Switzerland, ...
• Mobistar is a simple operation, readable,
accretive and synergistic.
• Nestle (just to collect $ 28 billion from the
sale of Alcon)
• Danone (turned down talks in 2009 - ideal
for Numico)
• Unilever (diversification into higher-growth
segment such as personal care)
• Heinz
Catalysts
• The company represents a prime target in a
deregulated country without protectionist
barriers
• Complex decision process in France given the
ownership of GDF (State, Albert Frère, ...)
• Very low valuation (plant replacement cost
estimated to 380p)
• Mature market for 3 operators
• Only mobile operator
• Limited capex costs
• High Yield pending buyout of minority
• The stock has doubled since the IPO (results,
growth)
• Unquestionably the finest assets in the
industry with consumer exposure / fertility in
developing countries
• Significant potential synergies for the
purchaser (distribution networks, R & D, ...)
Upside • Return on Investment: 25% • Target price: €60/share (upside: 30%) • Target price: $ 85/share (upside: 30%)
12

Fund Terms and Conditions
Classification • UCITS III compliant fund
ISIN Code • Class A (EUR) : FR0011042514; Class E (EUR) : FR0011042472
• Class B (USD) : FR0011042316; Class M (USD) : FR0011042498
Inception Date • 1/06/2011
Type • Event Driven
Investment universe • Europe and North America
Minimum Subscription • Classes A (EUR) , B (USD) : 100 k€ / 100 k$
• Classes E (EUR) , M (USD) : 100€ / 100$
Subscription Fee • 2% maximum
Redemption Fee • 0%
Management Fee • Classes A (EUR), B (USD) : 2.0%
• Classes E (EUR), M (USD) : 2.5%
Performance Fee • 20% above capitalized (EONIA)
Liquidity • Daily
Recommended Investment Horizon • 3 years
Life Insurance eligibility • Yes
Custodian • RBC Dexia Investor Services Bank France
Auditor • KPMG
13

Portfolio Managers (as at June 1 st 2011)
Solid and complementary experience in mergers and acquisitions, trading and asset management
Lionel Melka
Co-Manager & Head
of Research
• Lionel started his career in 1998 with Lazard Frères, where he undertook numerous M&A advisory engagements for blue
chip clients (LVMH, Saint-Gobain, Casino, France Telecom, Thomson, Air Liquide, Kingfisher) in a large scope of
situations: privatizations, friendly and hostile takeover bids, LBOs, asset disposals and IPOs Then he joined the M&A
Department of Calyon, where he worked on various advisory assignments in the TMT-Defence team and LCF Rothschild
in 2005 where he led many M&A cross-border assignments in various industry sectors.
• Lionel is also a teacher at the University of Paris Dauphine, one of the leading academic institutions in Europe, in the
fields of corporate finance, asset allocation and alternative investments.
Amit Shabi
Co-Manager & Head
of Trading
• Amit is an ex-commander of an analyst team in a military intelligence unit of the Israel Defense Forces.
• After completing 3 years of army service, Amit moved to Paris to pursue his studies and obtained a Master’s degree in
Finance from Sorbonne University.
• Amit Started his career in the strategy department of LCF Rothschild Asset Management.
• After this experience in traditional asset management, Amit worked in the Capital Markets divisions of MAN Group and
Cantor Fitzgerald as a sales of sophisticated financial instruments for hedge funds, institutional and HNWI investors.
Sebastien
Dettmar
Co-Manager & Head
of Risk Management
• Sebastien started his career as research assistant in the Algebraic Geometry Laboratory of the Montpellier University of
Science. He developed several models on the resolution of the singularities based on the works of Alexander
Grothendieck.
• In 2001, Sebastien joined LCF Rothschild Asset Management as Risk Manager (€15bn AuM) where he established the
strategic direction, risk tolerance standards, and ethical culture for the asset management activities. After three years
spent as Risk Manager of the company, Sebastien became Head of Quantitative Research.
www.b-dreyfus.com
14

Contact
Contact
Amit Shabi
Bernheim, Dreyfus & Co. SAS
151 boulevard Haussmann
75008 Paris
Tel: +33-1-72-25-66-22
Fax: +33-1-76-73-28-10
Email: diva@b-dreyfus.com
ISIN
Bloomberg
• Class A (EUR) : FR0011042514
• Class E (EUR) : FR0011042472
• Class B (USD) : FR0011042316
• Class M (USD) : FR0011042498
• Class A (EUR) : DIVASYA FP
• Class E (EUR) : DIVASYBE FP
• Class B (USD) : DIVASYB FP
• Class M (USD) : DIVASYM FP
15