DIVA SYNERGY LIMITED - Bernheim, Dreyfus & Co.

DIVA SYNERGY LIMITEDTABLE OF CONTENTSPageNotice 3Definitions 5/6/7Offering Summary 8/9Directory 10The Issue 11/12Authorised Capital 11The Participating Shares 11Listing 11The Ordinary Shares 11Directors 12/13Investment Management 13/14Investment Objectives 13Investment Strategy 14Trading Policies & Investment Restrictions 15Certain Risks 16/17Investment Manager 17Administrator 17/18Auditor 18Banker 18Broker 19Net Asset Value 20/21Valuation Day 21Price 21Fees & Expenses 21/25Management Fee 21Incentive Fee 21Administration Fee 24Audit Fee 24Sales Fee 24Other Fees & Expenses 24/25Subscriptions 25/27The Shares 25Minimum Period of Investment 26Restrictions on Transfer 26Redemptions 27/29Tax Consequences 29Reports 30Dividends 30Warnings 30Constitutive Documents 31Subscription Agreement 32Redemption Notice 38DIVA SYNERGY – CLASS A (€uro)4

DIVA SYNERGY LIMITEDDEFINITIONSIn this Memorandum, the following terms shall have the meanings set forth below, except as thecontext may otherwise require:“Administration Agreement”“Administrator”“Articles”“Auditors”“Business Day”“Broker”the administration agreement between the Fund and theAdministrator;IFINA(BVI) Limited or such other person as may be appointedadministrator of the Fund from time to time;the Articles of Association of the Fund for the time being in forceand as may be modified from time to time;Baker Tilly (BVI) Limited or such other person as may beappointed auditor of the Fund from time to time;a day (except Saturdays, Sundays and public holidays) on whichbanks in United States of America are open for normal bankingbusiness;Newedge Group (UK Branch) or such other entity as may beappointed Clearing Broker of the Fund from time to time;“Class ‘A’ Shares” the €uro denominated non-voting, redeemable, profitparticipating shares in the capital of the Company of €uro 0.10nominal value each issued subject to and in accordance with theprovisions of the Articles and Class ‘A’ Participating Sharemeans any one of them;“Closing Date”“Directors”“Derivatives”“Eligible Investors”“Fiscal Year”“the Fund”1 st March 2006 or such later Business Day as the Directors shalldetermine (being no later than 90 days after such date);the Directors of the Fund for the time being and any dulyconstituted committee thereof and “Director” means any one ofthem;All kinds of derivative instrument of techniques, including anyform of risk transfer contract in which a gain or loss orrecognised from fluctuations in market price levels whichincludes, but is not limited to, futures, forwards, options, swaps,swaptions, forward rate and forward exchange contracts, crosstradeor cross-rate contracts, rolling spot contracts, deferreddelivery, leverage or commodity related contracts and any othercontracts (including, without limitation, margin transactions),whether traded on or off a Recognised Exchange.investors who are not U.S. Persons or entities;the twelve month period (or part thereof) ending on 30 June ofeach year;The DIVA SYNERGY LIMITED;DIVA SYNERGY – CLASS A (€uro)5

DIVA SYNERGY LIMITEDOFFERING SUMMARYThe information on the Fund set out below should be read in conjunction with the fulltext of this document from which it is derived: -• Investment Objectives:The Investment objective of the Diva Synergy Fund Limited is long-term capital appreciation.The underlying investment objective of the Fund is to achieve regular capital appreciation of15% p.a. with limited volatility.The Fund is designed to provide consistent returns in whether bear or bull markets with acontinuous aversion to risk and a strict money management discipline in order to preservecapital and realized profits. There can be no assurance that the fund objective will be achieved.• Investment Strategy:The Fund will follow a "global event driven and special situations" investment strategy. Thetwo main focuses of this strategy will be as follows:(a) to identify, analyze and invest on a OECD geographical basis in the equity ofcompanies, which are listed on regulated markets, that are the subject of tenderoffers, merger proposals, recapitalization, restructuring, leveraged buyouts, spinoffs,or other corporate reorganizations. In general, investments will be limited toannounced deals unless the investment manager believes that there are strategicreasons for making a specific investment. Merger arbitrage investments aregenerally short term, reaching a conclusion within a few months. Market relatedrisk is reduced with the main risk being specific to the particular deal. Mergerarbitrage investments will be made primarily but not exclusively in the stockmarkets of developed economies where a regulatory framework for takeovers isalready well established.(b) to identify, analyze and invest in stocks and bonds issued by companies andGovernments of OECD markets which the manager believes to be excessivelyundervalued due to specific, quantifiable external events unrelated to thefundamental merits of the particular security.However, the Investment Manager may from time to time at its sole discretion vary theinvestment approach in response to changing market conditions and as opportunities becomeavailable. The Fund may also engage in the sale and purchase of futures contracts and options inrespect thereof for hedging purposes only.• Minimum Subscription:The minimum initial subscription to the Class ‘A’ Shares of Fund is the €uro equivalent ofUS$ 100,000.• Valuation Period:The valuation period for the Fund will be monthly, on the last business day of each calendarmonth (the “Valuation Day’), unless such a day is a public holiday in the United States ofAmerica, in which case the determination will be made on the nearest preceding day that is nota holidayDIVA SYNERGY – CLASS A (€uro)8

DIVA SYNERGY LIMITEDTHE DIRECTORYBUSINESS ADDRESS Wattley Building, PO Box 4443Road Town, TortolaBritish Virgin IslandsDIRECTORDIRECTORINVESTMENT MANAGERADMINISTRATORAUDITORBROKERBANKERLEGAL ADVISORBenedicta SamuelsPO Box 3410Road Town, TortolaBritish Virgin IslandsSébastien DettmarBoite N 6641 B Rue De Chaillot75116 ParisBernheim, Dreyfus & Co. LimitedClifton House75 Fort StreetP.O. Box 1350Grand CaymanKY1-1108IFINA (BVI) LimitedWattley Building, 3 rd Floor, 160 Main StreetPO Box 4443, Road Town, TortolaBritish Virgin IslandsBaker Tilly (BVI) LimitedP.O. Box 650Road Town, TortolaBritish Virgin IslandsNewedge Group (UK Branch)SG House41 Tower HillLondon EC3N 4SGBarclays Bank plcVictoria Street DouglasIsle of ManSamuels Richardson & Co.PO Box 3410Road Town, TortolaBritish Virgin IslandsDIVA SYNERGY – CLASS A (€uro)10

DIVA SYNERGY LIMITEDTHE ISSUEAuthorized CapitalThe authorized share capital of the Fund is divided into Two Hundred Thousand, (200,000) nonvoting,redeemable, profit participating, Class ‘A’ Participating Shares (the “Class ‘A’ Shares”) ata par value of €uro 0.10 per Share, Two Hundred Thousand, (200,000) non-voting, redeemable,profit participating, Class ‘B’ Participating Shares, (the “Class ‘B’ Shares”) at a par value of US$0.10 per Share and Ten, (10) voting, non-participating non-redeemable shares at a par value €uro0.10 per Share (the “Ordinary Shares”). The Directors are authorized to issue Class ‘A’ Sharesand Class ‘B’ Shares up to the authorized share capital of the Fund.Class ‘A’ Shares Participating SharesThe Participating Shares being offered in this Offering Memorandum are the designated Class ‘A’Shares.The Initial Offering of Class ‘A’ SharesThe initial offering price per Class ‘A’ Share is €uro 1,000 at the time of the offering and,thereafter at the Net Asset value per Class ‘A’ Share, see “Subscriptions” and “Redemptions”.Following the first closing of this Offering, the purchase price of the Class ‘A’ Shares willfluctuate based on the trading performance of the Fund and will be equal to the Net Asset Valueper Share of the Class ‘A’ Shares, as determined monthly. See "Net Asset Value”. The minimuminitial subscription to the Class ‘A’ Shares is as defined in the Offering Summary, at least the€uro equivalent of US$ 100,000. Subsequent investments may be made in increments of €uro10,000.The Class ‘A’ Shares carry no voting or pre-emption rights and rank in priority to the OrdinaryShares on liquidation. The Class ‘A’ Shares are separate and exclusive from other authorized andissued share classes and the shareholders of one share class have no rights to claim on the value ofassets of another share class.The directors may declare dividends on the Class ‘A’ Shares at such time or from time to time as thedirectors may, in their discretion, determine.In the event of the liquidation, dissolution or winding up of the Class ‘A’ Share class or any otherdistribution of its property or assets amongst its shareholders for the purpose of winding up its affairs,whether voluntary or involuntary, the holders of the Class ‘A’ Shares shall be entitled to receive out ofthe property or assets of the Company, an amount equal to the Net Asset Value per Share attributableto the Class ‘A’ Shares held by them.ListingThe Directors currently do not intend to seek a listing for the Class ‘A’ Participating Shares.However they reserve the right in the future to seek a listing, if they determine it is in the best interestsof the Fund and its Shareholders.The Ordinary SharesUpon incorporation the Ordinary Shares were subscribed to and paid in full at par value by ParkHoldings Invest Limited. The holders of the Ordinary Shares have the exclusive right to vote onall matters, however the voting rights carried by the Ordinary Shares cannot be exercised whileany class of Participating Shares is in issue. The Ordinary Shares may not be redeemed. TheOrdinary Shares shall carry no right to participate in dividends or other distributions of the Fund.Subject to the priority of the Participating Shareholders, in the event of liquidation, the holders of theOrdinary Shares shall be entitled to receive the remaining property of the Fund.DIVA SYNERGY – CLASS A (€uro)11

DIVA SYNERGY LIMITEDVariation of Class Rights & Changes to Share CapitalIf at any time the authorised capital is divided into different classes or series of shares, the rightsattached to any class or series (unless otherwise provided by the terms of issue of that class or series)may, whether or not the Fund is being wound up, be varied with the consent in writing of the holdersof not less than two-thirds of the issued shares of that class or series and of the holders of not less thantwo-thirds of the issued shares of any other class or series of shares which may be affected by suchvariation.The Fund may change the share capital by dividing the shares, including issued shares, of a class orseries into a larger number of shares of the same class or series; or combining the shares, includingissued shares, of a class or series into a smaller number of shares of the same class or series, provided,however, that where shares are divided or combined, the aggregate par value of the new shares mustbe equal to the aggregate par value of the original shares.THE DIRECTORSThe Directors are responsible for the overall management and control of the Fund. The businessaddress of the Directors for the purposes of the Fund is the registered office of the Fund.Particulars of the Directors, all of whom are non-executive, are set out below:Benedicta SamuelsBenedicta P T Samuels is a native of the British Virgin Islands and is the principal of the legalpractice of Samuels Richardson & Co. In 1994 she earned a Bachelor of Laws Degree (Honours)from the University of the West Indies. In 1996 she completed a Certificate in Legal Educationwith the Norman Manley Law School, Jamaica. In 1998 she completed a Master of Laws Degree(Legislative Drafting) from the University of the West Indies. In September 2000 she completeda Certificate Course in E-Commerce Law and Regulation at IDLI, Rome, Italy. She participatesin a number of continuing education programmes and attends many conferences, workshops andseminars. In 1996 she was admitted to practice at the BVI Bar. She has since been admitted topractice at the Bar in Anguilla, Antigua, and St Kitts/Nevis. She is a member of the Society ofTrust and Estate Practitioners (STEP) and a member of the International Bar Association. She hasheld the positions of Assistant Parliamentary Counsel in the Attorney General’s Chambers and asActing Registrar of Companies. She is a Notary Public and Commissioner for Oaths. She is anadjunct faculty member of both the University School of Continuing Studies and the H. LavityStoutt Community College. Her areas of lecture include Constitutional Law, Company Law, theLaw of Contract, International Business Companies, and the Law of Trust.Sébastien DettmarSébastien is a graduate from the Montpellier University of Science (Master in Mathematics andDEA in Mathematics–predoctoraldegree)Sébastien started his career in 1995 as research assistant in the Algebraic Geometry Laboratory ofthe Montpellier University of Science, one of the leading Universities in Algebraic Geometry. Hedeveloped several models on the resolution of the singularities based on the works of AlexanderGrothendieck.In 1999, Sébastien joined the RAC PLC Group as Credit Manager where he was in charge ofimplementing the Credit Risk policy of the French subsidiary.In 2001, Sébastien joined the Edmond de Rothschild Asset Management Team as Risk Manager(15 Billion EUR AUM) where he established the strategic direction, risk tolerance standards, andethical culture for the asset management activities. He monitored the implementation of assetDIVA SYNERGY – CLASS A (€uro)12

DIVA SYNERGY LIMITEDmanagement risk-taking strategies and the adequacy and effectiveness of the risk managementsystem in achieving the company’s strategic goals and financial objectives.After three years spent as Risk Manager of the company, Sébastien became Head of QuantitativeResearch. He participated actively to the construction of the equities portfolios and developedcompetitive strategies.Sébastien has acquired almost 10 years of experience in the Risk Industry before joining theDIVA SYNERGY team.GeneralNo Director has: (i) any unspent convictions in relation to indictable offences; or (ii) beenbankrupt or the subject of an involuntary arrangement, or has had a receiver appointed to anyasset of such Director; or (iii) been a director of any company which, while he was a director withan executive function or within 12 months after he ceased to be a director with an executivefunction, had a receiver appointed or went into compulsory liquidation, creditors voluntaryliquidation, administration or company voluntary arrangements, or made any composition orarrangements with his creditors generally or with any class of them; or (iv) been a partner of anypartnership, which while he was a partner or within 12 months after he ceased to be a partner,went into compulsory liquidation, administration or partnership voluntary arrangement, or had areceiver appointed to any partnership asset; (v) had any public criticism by statutory or regulatoryauthorities (including recognised professional bodies); or (vi) been disqualified by a court fromacting as a director or from acting in the management or conduct of affairs of any company.The Directors are not responsible for the day-to-day operations and administration of the Fund,these being delegated to the Administrator, nor are they responsible for making or approvingindividual investment decisions made, these being delegated to the Investment Manager. In theabsence of willful neglect or default the Directors are not liable for the Fund for any acts oromissions in the performance of their duties, provided that they act honestly and in good faith inthe interests of the Fund. The Memorandum & Articles of Association of the Fund containprovisions for the indemnification of the Directors by the Fund against liabilities to third partiesarising in connection with the performance of their services.INVESTMENT MANAGEMENTInvestment ObjectivesThe Investment objective of the Diva Synergy Fund Limited is long-term capital appreciation.The underlying investment objective of the Fund is to achieve regular capital appreciation of 15%p.a. with limited volatility.The Fund is designed to provide consistent returns in whether bear or bull markets with acontinuous aversion to risk and a strict money management discipline in order to preserve capitaland realized profits. There can be no assurance that the fund objective will be achieved.Investment StrategyThe Fund will follow a "global event driven and special situations" investment strategy. The twomain focuses of this strategy will be as follows:DIVA SYNERGY – CLASS A (€uro)13

DIVA SYNERGY LIMITED(a) to identify, analyze and invest on a OECD geographical basis in the equity ofcompanies, which are listed on regulated markets, that are the subject of tenderoffers, merger proposals, recapitalization, restructuring, leveraged buyouts, spinoffs,or other corporate reorganizations. In general, investments will be limited toannounced deals unless the investment manager believes that there are strategicreasons for making a specific investment. Merger arbitrage investments aregenerally short term, reaching a conclusion within a few months. Market relatedrisk is reduced with the main risk being specific to the particular deal. Mergerarbitrage investments will be made primarily but not exclusively in the stockmarkets of developed economies where a regulatory framework for takeovers isalready well established.(b) to identify, analyze and invest in stocks and bonds issued by companies andGovernments of OECD markets which the manager believes to be excessivelyundervalued due to specific, quantifiable external events unrelated to thefundamental merits of the particular security.However, the Investment Manager may from time to time at its sole discretion vary theinvestment approach in response to changing market conditions and as opportunities becomeavailable. The Fund may also engage in the sale and purchase of futures contracts and options inrespect thereof for hedging purposes only.DividendsThe object of the Fund is consistent long-term capital growth and all income will be retainedwithin the Fund.Risk managementRisk management is the key element of “FUND’S “short term trading strategy; The InvestmentAdvisor will strictly follow the money management rules in order to limit the risk of losses and/orto preserve gains; P&L ratios, stop loss orders, maximum loss per trade, per day, per month… areconstantly monitored factors giving at all time an accurate vision of the ongoing risks in theportfolios and allowing the managers to act accordingly.Every operation, once initiated, will limit the potential of its loss to one half of its potential gain;this being managed by implementing an irrevocable “stop loss order” together with the tradecompletion. All trades are calibrated to fit with our rules of prudence, designed to minimize riskof losses and protect realised or unrealised profits. Risk parameters are quantified on daily,weekly and monthly basis; if at any moment trading losses would reach the authorized maximumlevel defined by the CIO according to market conditions and performance of the fund, tradingwould be halted for the rest of the period referred to.The maximum level of loss is to be calculated on the basis of the previous NAV of the periodreferred to.Risk is constantly tracked through real time mark to market of the portfolio-opened tradescompiled with realised P&L. The manager is constantly fine-tuning global exposure and specifictrade’s sensitivity according to evolution of market conditions in order to constantly minimizerisks and optimize rewards.The manager methods are proprietary and confidential and the above discussion is therefore of ageneral nature and is not intended to be exhaustive.The manager is free to make any changes in trading strategies or money management principles,which he believes will be the fund’s best interest.The investment objective and policies outlined above will be adhered to until January 2008, beingmore two years where the fund began trading.DIVA SYNERGY – CLASS A (€uro)14

DIVA SYNERGY LIMITEDTRADING POLICIES & RESTRICTIONTrading policies and restrictions• No more than 20 per cent. of the gross assets of the Fund will be invested in the securities of,or lent to, any one issuer, except where the investment is in securities issued or guaranteed bya government agency of any member state of the European Union ("EU") or the Organisationfor Economic Co-operation and Development ("OECD") or by any supranational authority ofwhich one or more EU or OECD member states are members;• no more than 20 per cent. of the gross assets of the Fund may be exposed to thecreditworthiness or solvency of a single counterparty (other than the Prime Broker);• the Fund will adhere to the general principle of diversification in respect of all its assets; and• the Fund will not take or seek to take legal or management control of the issuer of underlyinginvestments.LendIn addition, the Fund may not Lend any funds or other assets, except through purchasingobligations, lending portfolio securities and entering into repurchase agreements consistent withthe portfolio’s investment objective and policies.BorrowLeverage in excess of 2:1 total assets to net asset value of the Fund, except that the portfolio mayobtain financing from banks for temporary or emergency (not leveraging) purposes, including theneed to meet redemption requests that might otherwise require the untimely disposition ofsecurities.The amount borrowed, however, may not exceed one-third of the value of the portfolio’s totalassets (including the amount borrowed) at the time the borrowing is made.CommoditiesEngage in the sale and purchase of futures contracts and options thereon for purely speculativepurposes. However the Fund may engage in such activity for hedging purposes.Related Party TransactionsPurchase securities from or sell securities to any officer or director of the Fund.TradingThe Investment Manager intends to effect the strategies described above as market conditionswarrant and in accordance with the objective of the Fund. However, the Investment Managerreserves the right to modify the Fund's investment approaches or to formulate new approaches tocarry out the objective of the Fund.THERE CAN BE NO ASSURANCES THAT THE FUND WILLACHIEVE ITS INVESTMENT OBJECTIVE.DIVA SYNERGY – CLASS A (€uro)15

DIVA SYNERGY LIMITEDCERTAIN RISKSProspective investors should consider the following factors in determining whether an investmentin the Fund is a suitable investment.Market RisksThe profitability of a significant portion of the Fund's investment program depends to a greatextent upon correctly assessing the future course of the price movements of securities and otherinvestments. There can be no assurance that the Investment Manager will be able to predictaccurately these price movements. Past performance does not guarantee future results.Furthermore, a portion of the Fund’s assets may be invested in emerging markets. Investments inemerging markets entail additional risks over more established markets, such as currencydevaluations, political developments and other factors inherent in such lesser regulated markets.Conflicts of InterestThe Directors and the service providers may have conflicts of interest in relation to their duties ofthe Fund. Each shall, however, pay regard to its obligation to act in the best interest of the Fundand the Directors will ensure that all such potential conflicts of interest are resolved fairly and inthe interest of the shareholders. The Fund and other investment management clients of theInvestment Manager or its affiliates may share administrative offices and utilize commonservices, facilities, investment research and management. The Investment Manager also maydetermine from time to time that investment opportunities are appropriate for some investmentmanagement clients and not others, including the Fund, as the Fund has an investment objectivethat may vary from that of other investment management clients. For these and other reasons,such as differing time horizons, liquidity needs, tax consequences and assessments of generalmarket conditions and of individual securities, investment transactions may or may not vary fromdecisions made for other clients by the Investment Manager. It may also occasionally benecessary to allocate limited investment opportunities among the Fund and others on a basisdeemed appropriate by the Investment Manager.When allocating investment opportunities, the Investment Manager will ensure that all suchinvestments will be allocated in a fair and equitable manner between the Fund and other clients ofthe Investment Manager.Reliance on the Investment ManagerInvestors in the Fund will have no right or power to elect the members of the Fund's Board ofDirectors or to otherwise take part in or direct the management of the Fund. All decisions withrespect to the Fund's investments will be made by the Investment Manager.The list of risk factors set out above does not purport to be a complete description or explanationof the risks involved in an investment in the Fund. Prospective investors should read this entireOffering Memorandum and consult with their own advisers before deciding to invest in the Fund.The Investment ManagerThe Fund has appointed Bernheim, Dreyfus & Co. Limited, Clifton House, 75 Fort Street P.O.Box 1350, Grand Cayman KY1-1108 as Investment Manager.Bernheim, Dreyfus & Co. Limited, is a company incorporated in the Cayman Islands inaccordance with the Cayman Islands Companies Law (2007 revision).DIVA SYNERGY – CLASS A (€uro)16

DIVA SYNERGY LIMITEDThe Investment Manager may select and appoint trading advisors to invest the Fund’s assets.Trading Advisors chosen by the Investment Manager will have proven success records in a widevariety of market conditions.Under the Investment Management Agreement between the Fund and the Investment Manager,the Investment Manager will make all decisions and effect the purchase and disposition ofsecurities on behalf of the Fund, acting with full discretion but in accordance with the Fund’sinvestment objectives and policies.The Investment Manager will be responsible for managing the assets and investments inaccordance with the Investment Objectives and Investment Policy and Investment Restrictionsdescribed in this Offering Memorandum.INVESTMENT MANAGERBernheim, Dreyfus & Co. Limited, is a company incorporated in the Cayman Islands inaccordance with the Cayman Islands Companies Law (2007 revision).Under the Investment Management Agreement between the Fund and the Investment Manager,the Investment Manager will make all decisions and effect the purchase and disposition ofproperties and securities on behalf of the Fund, acting with full discretion but in accordance withthe Fund’s investment objectives and policies. The Investment Manager may appoint independentInvestment Advisors to manage, in part or in whole, the Fund’s assets.Under the terms of the agreement between the Fund and the Investment Manager, the InvestmentManager is empowered, at his discretion, to open and close accounts in the name of the Fund withregistered brokers and banks and other service providers.The Investment Manager may negotiate with the Broker to the Fund to receive a ‘broker rebate’on transactions executed with the Broker on behalf of the Fund. The Broker will pay such ‘brokerrebate’ to the Fund and on receipt by the Fund the total ‘broker rebate’ will be paid to theInvestment Manager. The execution rates applied by the Broker will be based on the standardscheduled fees it applies for similar transactional services.ADMINISTRATORThe Fund has entered into an Administration Agreement with IFINA (BVI) Limited to perform allgeneral administration duties for the Fund including the keeping of the financial records andcommunication with the Shareholders. The Administrator has been licenced by the Registrar ofMutual Funds of the Government of the British Virgin Islands as a Mutual Fund Administrator.Administration AgreementPursuant to the Administration Agreement, the Administrator provides services to the Fundincluding providing the registered office of the Fund, maintaining the register of shareholders ofthe Fund, receiving and processing subscription agreements or applications, submitting toshareholders a statement of their holdings in the Fund at the latest valuation date upon request,calculation of net asset value, maintenance of accounting reports, preparation of financialstatements for audit purposes and liaison with auditors.DIVA SYNERGY – CLASS A (€uro)17

DIVA SYNERGY LIMITEDThe Administration Agreement provides for the indemnification of the Administrator and itsdirectors, officers and employees under certain circumstances. The Fund shall indemnify theAdministrator and hold it harmless from, any expense, loss, liability or damage arising out of anyclaim asserted or threatened to be asserted by any third party in connection with the Administrator'sserving or having served as such pursuant to the Administration Agreement; provided, however, thatthe Administrator shall not be entitled to such indemnification with respect to any expense, loss,liability or damage which was caused by the Administrator's own negligence, willful misconduct orreckless disregard of its duties in accordance with the Administration Agreement. Subject toreceiving a written undertaking from the Administrator to repay any amounts advanced to it toinvestigate and/or defend any such claim in the event of a subsequent determination thatindemnification hereunder is not required or permitted, the Fund shall advance to the Administratorthe reasonable costs of investigating and/or defending any such claim. In the event that theAdministrator is or becomes party to any action or proceeding in respect of which indemnificationmay be sought, the Administrator shall promptly so notify the Board of Directors of the Fund.Following such notice, the Fund shall be entitled to participate therein (if so determined by resolutionof its Directors) and, to the extent that the Fund may wish, to assume the defense thereof with counselreasonably satisfactory to the Administrator. After notice from the Directors of an election so toassume the defense thereof, the Fund will not be liable to the Administrator in connection with thedefense thereof other than the reasonable cost of investigation. The Fund shall not be liable hereunderfor any settlement of any action or claim effected without the consent thereto approved by resolutionof a majority of the Directors of the Fund who are not employees of, or otherwise affiliated with, theAdministrator. The Fund or the Administrator upon 60 business days’ written notice mayterminate the Administration Agreement.The Administrator is entitled to the fees set out under the heading “Fees & Expenses” in respectof its services under the Administration Agreement. The Administration Agreement is governedby the laws of the British Virgin Islands.AUDITORSThe Fund has appointed Baker Tilly (BVI) Limited in the British Virgin Islands to audit itsfinancial statements. Baker Tilly (BVI) Limited is an independent member of Baker TillyInternational, a worldwide network of high quality, independent accountancy and businessservices firms. The annual audited financial statements of the Fund will be prepared in accordancewith International Financial Reporting Standards.BANKERThe Fund has appointed Barclays Private Clients International Limited, part of the BarclaysGroup, is registered in the Isle of Man. Registered No. 5619. Registered Office: Barclays House,Victoria Street, Douglas, Isle of Man, IM99 1AJ as its banker. Barclays is a financial institution,which operates on a global scale, with a worldwide network of over 4,000 offices in over 75countries.Fees payable to the Bankers will be based on the standard schedule of fees the Banker charges forsimilar services.DIVA SYNERGY – CLASS A (€uro)18

DIVA SYNERGY LIMITEDBROKERNewedge Group is a société anonyme (limited liability company) governed by French law andwhose registered address is located at 52/60 avenue des Champs-Elysées, 75008 Paris, France,registered under number 353 020 936 RCS Paris. Newedge Group is lead regulated in France as abank by the CECEI (Banque de France) and by the Commission Bancaire and the Autorité desMarchés Financiers (“AMF”) for the conduct of investment services. Société Générale andCalyon each own 50% of Newedge Group which has financial resources in excess of USD 200million. Newedge Group has established a UK branch pursuant to European Union Banking andFinancial Services Directives for banking and financial services. Newedge Group (UK Branch)hereinafter “Newedge” also provides investment services pursuant to its passporting rights underEuropean Union Banking and Financial Services Directives and also in accordance with theFinancial Services Authority ("FSA") requirements as applicable.Newedge has been appointed by the Fund to provide prime brokerage services, in respect of allinvestments, margin financing, clearing, stock lending and borrowing facilities and custodyservices. For these purposes, the Fund and Newedge have entered into a full services agreementand support documents (together the “Customer Agreement”).Under the Customer Agreement, all investments and other assets held by Newedge (together“non-cash collateral”) will be subject to a security interest in favour of Newedge. Any non-cashcollateral may be used or rehypothecated by Newedge for its own account or for that of any othercustomer, in which event the Fund will have a right against Newedge for the return of assetsequivalent to the non-cash collateral so used. Newedge is not subject to the FSA's client assetsrules, and the French AMF custody rules will apply instead. To the extent so used, any such noncashcollateral will not be segregated from other assets belonging to Newedge and may beavailable to creditors of Newedge. Under the Customer Agreement, any cash which Newedgeholds or receives on the Fund’s behalf will be a debt due from Newedge to the Customer.Newedge, as a credit institution, is not subject to the segregation rules in respect of client moneydeposited and any cash will be subject to a charge in favour of Newedge. This means, amongstother things, that the Fund holding cash with Newedge will rank as an unsecured creditor ofNewedge. When acting as Custodian, Newedge will identify, record and hold the Fund’sinvestments in accordance with the custody terms. Newedge may delegate (inside or outside theUK) the safekeeping of such investments to sub-custodians or agents.Newedge will not be liable for any loss to the Fund resulting from any act or omission in relationto the services provided to the Fund unless such loss results directly from the negligence, fraud orwilful default of Newedge. Newedge will not be liable for the solvency, acts or omissions of anysub-custodians. The Fund has agreed to indemnify Newedge (including the directors, officers,employees or representatives of Newedge) against any loss, claim, damage or expense incurred orsuffered by it arising out of the Customer Agreement.Newedge is a service provider to the Fund and is not responsible for the preparation of thisdocument or the activities of the Fund and therefore accepts no responsibility for any informationcontained in this document other than the above description. Newedge does not (i) participate inthe investment decisions of the Fund and does not (ii) have any obligation to provide advice inrelation to the management of the Fund’s investments.The Fund reserves the right to change the customer arrangements described above by agreementwith Newedge and, in its discretion, to appoint additional or alternative prime broker(s).DIVA SYNERGY – CLASS A (€uro)19

DIVA SYNERGY LIMITEDNET ASSET VALUEThe Administrator will determine the Net Asset Value of the Class ‘A’ Participating Shares on theclose of business on the last day of each calendar month (the “Valuation Day”) following the firstclosing date of this Offering, unless such a day is not a Business Day, in which case thedetermination will be made on the nearest preceding Business Day. For all purposes of the Fund,including the determination of subscription and redemption prices, the Net Asset Value per Class‘A’ Participating Share on any Valuation Day shall be determined in accordance withInternational Accounting Standards and shall take into account the following:(i)(ii)(iii)(iv)(v)the value of its portfolio securities, namely the value of the Fund’s accounts withits Futures Clearer which consists of cash balances and any open positions valuedat market on closing and other assets, determined by the settlement price of allsecurities on the Valuation Day;the value of its liabilities, including all accrued expenses, brokerage commissionsand interest expense;both realized capital gains and losses;accrual for the Investment Manager's compensation and other accruing expenses,(see "Fees & Expenses");Cash in the Fund’s bank and futures clearer accountsIn valuing the Fund’s assets for this purpose, each investment will be valued at the last reportedclosing price on the representative exchange on which it is traded. If a closing price is notavailable on such date, however, the value of such investments will be the last reported bidquotation therefore on such date, or if a bid quotation is not available for such date, at the mostrecent bid quotation available for such investments.The Net Asset Value per Class ‘A’ Share shall be calculated by dividing (a) the total asset valueof the Class ‘A’ Shares less the total liability value of the Class ‘A’ Shares by (b) the total numberof Class ‘A’ Shares of the Fund outstanding.If such quotations are not readily available or if the Directors determine that they do not fairlyrepresent the value of an investment, an investment will be valued using methods determined ingood faith by the Directors, after consultation with the Investment Manager. Certain short-terminvestments having a maturity of 90 days or less, which the Directors deems to be cashequivalents, will be valued at cost, plus accrued interest or discount earned.The books of the Class ‘A’ Shares will be expressed in €uro, as is the main trading pool of theFund’s investments.The Class ‘A’ Shares shall bear their own profits, gains, losses, costs, income and expenditure tothe extent specifically attributable to the Class ‘A’ Shares. In particular, the profits, gains, losses,costs, income and expenditure associated with (a) any management fee, incentive fee,establishment costs, brokerage fees and other operating expenses specifically attributable to theClass ‘A’ Shares, (b) hedging the Class ‘A’ Shares against movements will be reflected in the NetAsset Value per share of the Class ‘A’ Participating Share.In calculating the Net Asset Value for futures contracts and exchange-traded options theAdministrator relies upon the quotations provided by the relevant broker. In determining the NetAsset Value per Participating Share the Administrator is entitled to rely upon the informationprovided to it by the broker to the Fund. If such quotations are not readily available to theAdministrator or if the Directors determine that they do not fairly represent the value of anDIVA SYNERGY – CLASS A (€uro)20

DIVA SYNERGY LIMITEDb) The Net Asset Value of the Second Series of Shares will have increased from€1,000 to €1,100 - therefore the NAV per Share will be €1,080 net of IncentiveFee accrual. (Net €20 Incentive Fee – 20% of €100)5. At the beginning of the third month a new subscriber invests € lm and receives 1,000“Third” Series Shares at €1,000 per Share.6. Let us assume that the NAV of the Class declines by 2% during the third month. Thus:a) The gross NAV of the Lead Series of Shares will have fallen from €1,210 to€1,185.80. Therefore no incentive fee is payable as the last HWM was €1,210.b) The gross NAV per Share of the Second Series will be €1,078. Therefore noincentive fee is payable as the last HWM was €1,100.c) The NAV of the Third Series of Shares will have declined from €1,000 to €980,which will be the NAV per Share, because there will be no Incentive Fee payable.ConsolidationBecause both the Lead Series and the Second Series of Shares ended the quarterly period withnew High Water Marks upon which Incentive Fees were paid, these Shares will be consolidated.Therefore:1. The Second Series of Shares will be redeemed at €1,078, which will result in totalredemption proceeds of €1,078.2. This sum will now be reinvested into the Lead Series of Shares at the Net Asset Value perShare of the Lead Series, which will now be € 1185.80 As a result, the Shareholder, whooriginally had held the Second Series of Shares, will receive 909.09 Shares of the LeadSeries (€1,078 divided by €1,185.80).3. Because the Third Series of Shares did not reach a new High Water Mark, they willremain in existence and will not be consolidated until the end of a subsequent quarterlyperiod, in which they do achieve a new High Water Mark.4. New Shareholders subscribing at the beginning of the new quarter will subscribe for LeadSeries Shares at €1,185.80 per Share.5. It should be noted that, in the unlikely event that, the NAV of a new Series of Shares hasnot changed, at the quarter date, from the issue price of €1,000 per Share, that Series ofShares will be nevertheless consolidated into the Lead Series, providing that Lead Serieshas achieved a new High Water Mark and is not suffering from a carried forward lossfrom a previous quarter.In the event of termination of the Investment Management Agreement, the Management Fee andthe Incentive Fee shall be computed by treating the effective date of termination as if it were thelast day of the applicable payment period for each fee.Under the terms of the Investment Management Agreement, the services of the InvestmentManager to the Fund are not deemed to be exclusive and the Investment Manager is free to rendersimilar services to others.The Investment Manager may aggregate transactions for the Fund with transactions of the sameinstrument for other clients of the Investment Manager.DIVA SYNERGY – CLASS A (€uro)23

DIVA SYNERGY LIMITEDUnder the Management Agreement, the Fund will Indemnify the Investment Manager againstexpenses, including legal fees, and against all judgments, fines and amounts paid in settlementand reasonably incurred in connection with legal, administrative or investigative proceedings,except that the Investment Manager will not be indemnified against any liability to which it wouldotherwise be subject by reason of willful misfeasance, bad faith or gross negligence in theperformance of its duties, or reckless disregard of its obligation and duties under the ManagementAgreement.Administration FeeSubject to an annual minimum fee equivalent to US$ 25,000 per annum the Administrator shallreceive an annual administration fee calculated as a percentage of the Net Asset Value of theFund, using the following ‘basis point scale’:Net Asset Value of the FundBasis PointsUp to US$ 50 mill 15 basis points (0.15%)US$ 50 mill to US$ 75 mill 12 basis points (0.12%)US$ 75 mill to US$ 100 Mill 10 basis points (0.10%)US$ 100 mill and above 8 basis points (0.08%)The Administration Fee is calculated on each Valuation Day and paid monthly in arrears. TheAdministrator shall also receive all reasonable expenses incurred in carrying out its duties asadministrator to the Fund.Audit FeeThe Auditor will receive an annual fee to be negotiated by the Directors on the basis of currentmarket fees for similar work.Intermediary / Sales FeesInvestors who are introduced to the Fund through an intermediary may be charged a sales fee upto 1.5%. This will be deducted before subscription monies are actually invested in the Fund. Thisfee is subject to negotiation and agreement between the investor and the Intermediary.Early Redemption FeesInvestors may redeem Shares in the Fund on a monthly basis and on an applicable Valuation Day.However, for redemptions made in the 24 months, following the date of a subscription oracquisition if acquired on the secondary market, the following ‘early redemption’ fees, calculatedon the value of the total applicable redemption proceeds may be applied:Shares redeemed within 12 months from date of subscription - 3%Shares redeemed within 24 months from date of subscription - 2%Early redemption fees are paid to the Investment Manager and may be waived at the discretion ofthe Investment Manager. (See “Redemptions”).Printing ExpensesThe Fund will bear all expenses associated with the design and printing the Fund’s OfferingMemorandum and marketing materials, which the Directors approve and require in the future.Directors FeesThe Directors of the Fund will receive an annual fee of up to a maximum of US$ 5,000 per annum(per Director), exclusive of general out of pocket expenses, including telephone, fax, courier, etc.The fee is payable annually in advance.ExpensesDIVA SYNERGY – CLASS A (€uro)24

DIVA SYNERGY LIMITEDThe Fund will bear reasonable expenses attributable to it including, but not limited to, thefollowing where applicable:(i)(ii)(iii)Standard bank and broker fees incurred for business transactions.Interest on financing and all applicable taxes.Futures Clearer and depository charges.Organisational CostsThe organisational expenses of the Fund, estimated at US$ 12,500 will be capitalised andamortised over a period of 36 months. Although this treatment is in contravention of InternationalAccounting Standard 38, which requires the immediate write-off of such fees, it is felt by theDirectors that this represents a more equitable allocation of the organizational costs.SUBSCRIPTIONSThe SharesThe minimum initial subscription to the Class ‘A’ Shares is as defined in the Offering Summary,the €uro equivalent of US$ 100,000. Subsequent investments may be made in increments, whichare equal to €uro 10,000.The Class ‘A’ Shares are being offered and the Fund’s Directors reserve the right to reject anysubscription, in whole or in part, or to the withdrawal of the Offering, in whole or in part, at anytime.There is no minimum number of Class ‘A’ Shares, which must be sold in order to activate theFund. Class ‘A’ Shares will continue to be offered and sold for an indefinite period. The Class ‘A’Shares will not be available to United States of America persons or entities.The Class ‘A’ Shares carry no voting rights nor right to receive notice of or attend any generalmeeting of the Shareholders.The Fund will not issue share certificates in respect of the Class ‘A’ Shares, although theDirectors of the Fund have discretion to issue registered share certificates under specialcircumstances. Shares will be issued in registered form.The Administrator will acknowledge and confirm an investment by mailing an acknowledgmenton receipt of the Subscription Agreement and confirmation of receipt of the Subscription monies.On confirmation of the Net Asset Value of the Class ‘A’ Shares following subscription,conversion or redemption, a confirmation will be mailed detailing the number of shares purchasedor redeemed, the applicable Net Asset Value per Share on the date of purchase or redemption andthe reference number relating to the purchase or redemption. Acknowledgments can be mailed,faxed or held on behalf of the investor.SubscriptionsSubscriptions are payable in €uro for Class ‘A’ Shares and must be wired by telegraphic transferto the Fund’s bank account, as per the wire details provided in the ‘Subscription Agreement’.Subscriptions will be accepted into the Fund, subject to the approval of the Directors, on theValuation Day following the date of receipt of subscription monies into the Fund’s bank account.Subscription monies must be received into the Fund’s bank account THREE (3) business daysprior to the requested Valuation Date.DIVA SYNERGY – CLASS A (€uro)25

DIVA SYNERGY LIMITEDNo registration statement has been filed with any regulatory body.Investors may not otherwise transfer shares without prior written consent of the Fund (see“Transfer of Shares”).Minimum Period of InvestmentInvestors may redeem Class ‘A’ Shares in the Fund on a monthly basis and on an applicableValuation Day. However, redemptions made in the first 24 months, following the date of asubscription or acquisition if acquired on the secondary market, will be subject to an ‘EarlyRedemption Fee’, (see “Fees & Expenses”).All redemptions are subject to the discretion of the Directors to suspend redemption rights. (See“Redemptions”).Private Placement, Restrictions on TransferThe Class ‘A’ Shares are only being offered to professional investors. In addition to theprohibition on transfers to United States of America persons or entities, Shareholders may nototherwise transfer shares without the prior written consent of the Fund (see “Transfer of Shares”).Transfer of SharesA Shareholder who desires to transfer his Class ‘A’ Shares must furnish the Administrator with adetailed explanation of the proposed transfer. The proposed transferee is required to sign a copyof the Subscription Agreement, whereby such transferee will furnish representations to the Fundwith respect to the Class ‘A’ Shares transferred. Each transferee is required to satisfy the sameeligibility requirements and furnish the same information that is required in connection with adirect subscription in order for a transfer application to be considered by the Fund.A transferor is not subject to an early redemption fee.The Directors of the Fund will not permit a transfer of the Class ‘A’ Shares that would result insuch Shares being held by (a) any person in breach of the law or requirements of any country orgovernmental authority, or the requirements imposed by the NASD or any securities brokers withwhich the Fund conducts business, or (b) any other circumstance appearing to the directors to berelevant and that in the opinion of the directors might result in the Fund or the Shareholders as awhole being subjected to adverse pecuniary, legal, material administrative, tax or regulatoryconsequences under the laws of any country or other jurisdiction.Anti-Money Laundering ProceduresMeasures aimed towards the prevention of money laundering may require a subscriber to theFund, to verify his identity to the Administrator. This obligation is absolute unless (i) thesubscriber is being introduced via a recognised financial intermediary or (ii) payment is madethrough a banking institution, which in either case is in a country with equivalent moneylaundering regulations.The Administrator will notify a subscriber if proof of identity is required. By way of example, anindividual may be required to produce a copy passport or identification card duly certified by apublic authority, such as a notary public, the police or the ambassador in his country of residence,together with evidence of his address, such as a utility bill or bank statement. In the case ofcorporate subscribers, this will require production of a certified copy of the Certificate ofIncorporation (and any change of name), By-Laws, Memorandum and Articles of Association (orequivalent), the names and addresses of the directors and beneficial owners.The Administrator reserves the right to request such information and documentation as isnecessary to verify the identity of a subscriber to ensure compliance with the anti-moneylaundering provisions of the British Virgin Islands. This may result in a subscriber being issuedDIVA SYNERGY – CLASS A (€uro)26

DIVA SYNERGY LIMITEDParticipating Shares on a Dealing Day subsequent to the Dealing Day on which the subscriberinitially wished to have the Participating Shares issued to him.By applying for the Class ‘A’ Shares an investor acknowledges that the Administrator will beheld harmless by the investor against any loss arising as a result of a failure to process thesubscription application if such information as has been requested by the Administrator has notbeen provided by the investor.REDEMPTIONSSubject to the minimum period of subscription, (See “Subscriptions”), investors can redeem Class‘A’ Shares in the Fund on a monthly basis, following the date of the minimum period ofsubscription.Subject to the following restrictions, investors may redeem Class ‘A’ Shares as of any ValuationDay (as defined above).Minimum RedemptionThe minimum number of Class ‘A’ Shares, which will be accepted for redemption, must be equalto a net redemption value of not less than €uro 10,000. In the circumstances where the netredemption value of an investors entire holding of shares in the Fund is less than €uro 10,000 thetotal holding must be redeemed.The Investment Manager may however, at his sole discretion and for reasons relating to liquidity,negotiate with large investors a longer redemption notice period. The prices for the Class ‘A’Share on any redemption will be the respective Net Asset Value per Share as of such ValuationDay multiplied by the number of Class ‘A’ Shares being redeemed. See section "Net AssetValue", above. A Redemption Notice must be received at least 10 business days prior to theredemption date requested. Redemption payments will be made within 15 business days of theapplicable Valuation Day being declared.All redemption proceeds will be paid to Shareholders in €uro for Class ‘A’ Shares.Shareholders wishing to have their shares redeemed should deliver to the Administrator, bycompleting and mailing or faxing, a written Redemption Request Notice.Suspension or Delay of PaymentThe Directors anticipate always having sufficient cash and marketable securities on hand toenable it to pay the redemption price for all shares for which redemption has been requested, butthe Directors may, in its sole discretion and judgment, suspend the payment of, or from time totime delay the date fixed for payment with respect to, redeemed shares under the followingcircumstances:(a)(b)If Fund’s banks are closed (other than weekend and holiday closings in thenormal course of business), in which case the suspension or delay shall only befor that period of time during which such banks are closed; orWhen circumstances exist as a result of which in the opinion of the Directors it isnot reasonably practicable for the Fund to dispose of investments owned by it oras a result of which any such disposal would be materially prejudicial toshareholders.In addition, should the total request for redemptions exceed the current liquidity of the Fund, suchrequests for redemption will be honoured on a pro-rata basis, up to such current liquidity.DIVA SYNERGY – CLASS A (€uro)27

DIVA SYNERGY LIMITEDRequests for redemptions beyond the current liquidity of the Fund subject to suspension or delayof further payments, will be carried forward, and honoured as soon as the liquidity position of theFund permits. As redemption requests are met, the appropriate number of shares will be deductedfrom the total number of shares held by each shareholder on the share register, and the remainingshares shall remain recorded thereon.If the Directors decide to suspend or delay payment with respect to redeemed shares, the Directorswithin ten days after such decision, shall send notice of the decision to every shareholder who hasgiven notice of redemption. If the Directors decide to suspend or delay payment with respect toredeemed shares, the Directors within ten days after such decision, shall send notice of thedecision to every shareholder who has given notice of redemption. No such suspension ofpayment or delay of the date of payment shall continue for more than six months beyond the dateon which such redeemed shares are otherwise payable unless prior to such six month period suchsuspension or delay has been approved by 80% majority of the Shareholders. No such suspensionor delay in payment shall continue for more than twelve months beyond the date on which suchredeemed shares are otherwise payable unless prior to the expiry of such twelve month period thecontinuation of such suspension or delay has been approved by 80% of the OrdinaryShareholders. In the event that approval for suspension or delay of redemption payment is notachieved by the appropriate majority, the Directors shall inform the Investment Manager andAdministrator of their intention to terminate the Fund in accordance with the Articles ofAssociationThe Fund may enter into an agreement with any Shareholder or prospective Shareholder at thetime of subscription, to restrict redemption, where the Shareholder or prospective Shareholderwould become the holder of such number of Shares that, in the opinion of the Directors, a demandfor redemption of all Shares at any one time could place the overall Fund, and remainingShareholders, in a position of undue risk. Such agreement would permit payment of redeemedShares to be delayed until, or the redemption price to be determined after the expiration of, anagreed period, payment of redeemed Shares thereafter to occur according to normal redemptionpolicy. In the event that redemption of Shares is suspended or that payment for redeemed shares isdelayed:i. Shareholders shall retain all rights with respect to their Shares, including the rightto vote, if applicable, and to receive distribution, notwithstanding the delivery bysuch shareholder of a redemption request; andii.In the event that Redemption Requests are not accepted by the Administrator on aDealing Day because the Directors have suspended the right of holders of theParticipating Shares to redeem them, those earlier Redemption Requests will havepriority over subsequent Redemption Requests. On reinstatement of theredemption rights of the holders of the Participating Shares the Administrator willprocess unsatisfied Redemption Requests received in order of receipt. Thepayment of redemption proceeds will be made in accordance with the proceduresapplicable to Participating Shares, as detailed above.The Fund shall inform Shareholders as soon as possible of any suspension of redemption rights insuch a manner as it deems appropriate. Where possible all reasonable steps will be taken to bringany period of suspension to an end as soon as possible. Shareholders having requested redemptionof their Participating Shares shall be notified in writing of any such suspension of theirRedemption Request and will be promptly notified upon termination of such suspension.Compulsory redemptionShareholders are required to notify the Administrator immediately if at any time they become USPersons or hold Shares for the account or benefit of US Persons. When the Directors becomeaware that a Shareholder is a US Persons or hold Shares for the account or benefit of US Persons,the Directors may either (i) direct such Shareholder to transfer the relevant Participating Shares toDIVA SYNERGY – CLASS A (€uro)28

DIVA SYNERGY LIMITEDa person who is qualified or entitled to own or hold such Shares or (ii) redeem the relevantParticipating Shares.Any person who becomes aware that he is holding Participating Shares in contravention of any ofthe above provisions and who fails to transfer or redeem his Shares pursuant to the aboveprovisions shall indemnify and hold harmless each of the Directors, the Fund, the Administrator,the Investment Manager and the Shareholders (each an “Indemnified Party”) from any claims,demands, proceedings, liabilities, damages, losses, costs and expenses directly or indirectlysuffered or incurred by such Indemnified Party arising out of or in connection with the failure ofsuch person to comply with his obligations pursuant to any of the above provisions.Early Redemption FeesInvestors may redeem Shares in the Fund on a monthly basis and on an applicable Valuation Day.However, for redemptions made in the 24 months, following the date of a subscription oracquisition if acquired on the secondary market, the following ‘early redemption’ fees, calculatedon the value of the total applicable redemption proceeds may be applied:Shares redeemed within 12 months from date of subscription - 3%Shares redeemed within 24 months from date of subscription - 2%Early redemption fees are paid to the Investment Manager and may be waived at the discretion ofthe Investment Manager.TAX CONSEQUENCESUnder current British Virgin Islands law, no income tax should be imposed on the Fund or oninvestors in the Fund (who are not resident in the British Virgin Islands, and for these purposes acompany incorporated under the International Business Companies Act (Cap 291) is notconsidered resident in the British Virgin Islands). There are currently no withholding, capitalgains, estate or inheritance taxes imposed by British Virgin Islands law.THE PROCEEDING DISCUSSION IS A SUMMARY OF SOME OF THE IMPORTANTTAX CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE FUND. IT DOESNOT PURPORT TO BE A COMPLETE ANALYSIS OF ALL RELEVANT TAXCONSIDERATIONS OR A COMPLETE LISTING OF ALL POTENTIAL TAX RISKSINHERENT IN PURCHASING OR HOLDING SHARES. THIS DISCUSSION DOESNOT ADDRESS TAX CONSIDERATIONS AFFECTING INVESTORS ARISING INTHEIR HOME JURISDICTIONS. PROSPECTIVE INVESTORS ARE URGED TOCONSULT WITH THEIR LOCAL TAX ADVISORS WITH REGARD TO THE TAXCONSEQUENCES IN THEIR HOME COUNTRIES OF AN INVESTMENT IN THEFUND.REPORTSThe Fund will not issue share certificates in respect of the Class ‘A’ Shares. On confirmation ofthe Net Asset Value per Share following subscription, conversion or redemption a confirmationwill be posted detailing the number of Shares purchased or redeemed, the Net Asset Value of theShares on the date of purchase or redemption and a reference number relating to the purchase orredemption. Acknowledgments can be posted, faxed or held on behalf of the investor.DIVA SYNERGY – CLASS A (€uro)29

DIVA SYNERGY LIMITEDA valuation report will be issued to all Shareholders at the end of each calendar month and willstate the class of Participating Shares, the Net Asset Value per Participating Share and the numberof Participating Shares held by a Shareholder.Investors will receive annual audited financial statements within four months of the Fund’s yearend.The fiscal year-end of the Fund will be the close of business on the 30th June of eachcalendar year.DIVIDENDSDistributions to Shareholders may be made at times and in amounts determined by the Directors,in their discretion. The Fund does not expect to make regular, frequent or substantial cashdistributions.WARNINGSIF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS OFFERINGDOCUMENT YOU SHOULD CONSULT YOUR STOCKBROKER, BANKMANAGER, COUNSEL AND ATTORNEY, ACCOUNTANT OR OTHERFINANCIAL ADVISER. THE PRICE OF THE SHARES MAY DECREASE ASWELL AS INCREASE.DIVA SYNERGY – CLASS A (€uro)30

DIVA SYNERGY LIMITEDCONSTITUTIVE DOCUMENTSDocuments Available for InspectionThe following documents may be inspected free of charge, during normal business hours, at theregistered office of the Fund and for a period of fourteen days from the date of this document orfor the duration of any offer to which this document relates, at the offices of IFINA(BVI)Limited:i) Certificate of Incorporation of Fund;ii) Memorandum and Articles of Association of the Fund;iii) Offering Memorandum to the Fund;iv) Material Contracts as referred to herein;v) Auditor’s letter of consent;vi) International Business Companies Act of the British Virgin Islands; andMiscellaneousNo share or loan capital of the Fund is under option or has been agreed conditionally orunconditionally to be put under option.The Fund is not, and has not been since its incorporation, engaged in any litigation or arbitrationand the Directors are not aware of any litigation or arbitration or claims pending or threatenedagainst the Fund.Clause 4 of the Fund’s Memorandum of Association states that the object for which the Fund isestablished is to engage in any act or activity that is not prohibited under any law for the timebeing in force in the British Virgin Islands.Additional InformationThe business and affairs of the Fund shall be managed by the directors and the directors mayexercise such powers as are not prohibited by the International Business Companies Act (Cap291) or under the Companies Act (Cap 285) or by the Memorandum and Articles of Associationof the Fund, required to be exercised by the holders of the Ordinary Shares.Resolutions approved at a duly convened and constituted meeting of the directors can be passedby a majority vote of the directors present at the meeting who voted.Each director shall hold office until his successor takes office or until his earlier death, resignationor removal. A Director may be removed from office, with or without cause by a resolution of theOrdinary Shareholders or a resolution of directors.DIVA SYNERGY – CLASS A (€uro)31

DIVA SYNERGY LIMITEDIFINA (BVI) Ltd, Wattley Building, PO Box 4443Road Town, TortolaBritish Virgin IslandsTelephone No: (284) 494 0732Facsimile No.: (284) 494 0014SUBSCRIPTION AGREEMENTFOR CLASS ‘A’ NON-VOTING, REDEEMABLE, PROFIT-PARTICIPATINGSHARESInvestors should be aware that in signing this subscription agreement they are confirmingthat they have read and understood the Offering Memorandum. The Fund will notdistribute a subscription agreement to an investor (that is not an existing investor) unlessaccompanied by the Offering Memorandum.To:From:IFINA (BVI) Limited_________________________________________________________Name of PurchaserPassport Number:Copy Passport Attached:(Please tick box)This will confirm our understanding pursuant to which you have agreed to purchase Class‘A’ Non-voting, Redeemable, Profit-participating Shares (the “Class ‘A’ Shares”) of the DIVASYNERGY LIMITED, (the “Fund”). Capitalized terms used in this Agreement which are notdefined herein have the meanings given to them in the Offering Memorandum of the Fund (the“Memorandum”), which accompanies this Agreement.1. Subscription and Sale.1.1 Subscription. Subject to the terms and conditions of this Agreement and the OfferingMemorandum and the provisions of the Memorandum and Articles of Association of the Fund,you irrevocably subscribe for, and agree to purchase, the number of shares which your investmentindicated on the Signature Page of this Agreement at a purchase price equal to the share’s netasset value per share on the first Valuation Day following the Fund’s receipt of your subscription.With your submission to the Fund of this Agreement, you are concurrently wiring the amount ofyour investment, payable in €uro, to the Fund’s account as noted below. In all instances the exactname of the Shareholder should be indicated:DIVA SYNERGY – CLASS A (€uro)32

€uro Bank Wire Transfer DetailsBARCLAYS BANK PLCLombard Street, LondonSwift Code: BARCGB22DIVA SYNERGY LIMITEDFOR FURTHER CREDIT TO:BARCLAYS PRIVATE CLIENTSBARCLAYS HOUSEVICTORIA STREETDOUGLASISLE OF MANSWIFT: BARCGB22IBAN NO: GB93 BARC 2026 7488 8693 22BENEFICIARY DETAILS:------------------------------------ACCOUNT NAME: DIVA SYNERGY LIMITEDEURO ACCOUNT NUMBER: 888693221.2 Acceptance or Rejection of Subscription. This Agreement will either beaccepted, in whole or in part, or rejected by the Fund as promptly as is practicable. If thisAgreement is rejected for any reason, including, without limitation, the termination of thisOffering by the Fund, this Agreement and all funds tendered with it promptly will be returned toyou, without interest or deduction, and this Agreement will be void and of no further force oreffect. Receipt of funds wired with this Agreement will not constitute acceptance of thisAgreement.1.3 Purchase and Sale. The Directors will have complete discretion in determining theAcceptance Date which will be no earlier than satisfactory receipt of a properly completed andexecuted Subscription Agreement and clearance of the subscription monies. The Administratorwill confirm your investment by returning to you a subscription confirmation report indicating thenumber of Investor Shares purchased, the Fund’s Net Asset Value per share on the date ofpurchase and your account number.1.4 Acceptance to be treated as a Professional Investor. You hereby declare that insubscribing for Shares in the Fund you are a Professional Investor within the meaning of theMutual Funds Act, Act No. 6 of 1996 of the British Virgin Islands (as amended) in that:My/our ordinary business involves, whether for my/our own account or theaccount(s) of an other(s), the acquisition or disposal of securities of the same kind as thesecurities, or a substantial part of the securities which is (or will be) owned by the Fund, asdetailed in the Offering Memorandum; orMy/our net worth (in the case of a natural person, whether individually or jointlywith my spouse) exceeds one million dollars in United States currency (U.S. $1,000,000) or itsequivalent in any other lawfully recognized currency, and we consent to being treated as aProfessional Investor for the purposes of investment in the Fund.2. Representations and Warranties of the Purchaser. You represent and warrant tothe Fund as follows:2.1 Non-Registration. You acknowledge that the Shares to be acquired by you arenot and will not be registered under the Securities Act of 1933 (the “Act”) of the United States orthe securities laws of any other jurisdiction in reliance on exemptions from such registration, andDIVA SYNERGY – CLASS A (€uro)33

DIVA SYNERGY LIMITEDthat such reliance is based in part on your representation, warranties and agreements set forth inthis Agreement.2.2 Information. You have received, carefully read and understood the OfferingMemorandum. You have had an opportunity to ask questions of and receive satisfactory answersfrom the Fund concerning the terms and conditions of an investment in the Investor Shares and allsuch questions have been answered to your full satisfaction. You have received norepresentations about the Fund other than those contained in the Offering Memorandum.2.3 Investment Intent; Limitations on Resale. You are acquiring shares solelyfor your own account, for investment and not with a view to, or for resale in connection with, anydistribution. No application has presently been made for listing on any stock exchange. TheInvestor Shares may not be sold, transferred or otherwise disposed of (other than by redemptionby the Fund) except with the prior written consent of the Fund and in compliance with anyapplicable securities laws (see “Section 3”).2.4 Nature of Investment. You understand that your investment in the Fund is subjectto certain risks and that no government agency has reviewed, made any recommendation orendorsement, or guaranteed, directly or indirectly, the return of capital or income with respect tothe Investor Shares.2.5 Not a United States Person. You are not a national, citizen, resident or domiciliaryof the United States of America or, if you are not a natural person, you are not a corporation,partnership, trust or other entity chartered or organized under the law of such jurisdiction. Theaddress set forth on the Signature Page of this Agreement is your true address. If any of theforegoing ceases to be true, you will promptly notify the Fund of the facts pertaining to suchchanged circumstances.2.6 Experience & Financial Ability. You, or if you are a corporation, partnership, trustor other entity, you and through your officers, directors, trustees, employees or other advisors, (i)are experienced in evaluating companies such as the Fund, (ii) have determined that the Shares area suitable investment for you and (iii) have such knowledge and experience in financial andbusiness matters as to be capable of evaluating the merits and risks of your investment in theFund. You have the financial ability to bear the economic risks of your entire investment for anindefinite period.2.7 Due Authority, Etc. If you are a corporation, partnership, trust or other entity: (a)you are duly organized, validly existing and in good standing under the laws of the jurisdiction ofyour formation and have all requisite power and authority to own your properties and assets andto carry on your business, (b) you have the requisite power and authority to execute thisagreement and to carry out the transactions contemplated hereby, (c) your execution andperformance of this Agreement does not and will not result in any violation of, or conflict with,any term of your charter, by-laws, partnership agreement or indenture of trust, as the case may be,or any instrument to which you are a party or by which you are bound or any law or regulationapplicable to you, (d) your execution and performance of this Agreement has been dulyauthorized by all necessary corporate and other action and (e) the individual who has executedthis Agreement on your behalf was duly authorized to do so by all requisite corporate or otheraction and, on request of the Fund, you will furnish appropriate evidence of the authority of suchindividual to act on your behalf.2.8 Reliance on Own Advisors. You confirm that, in making your decision to invest inthe Fund, you have relied, as to legal and tax-related matters concerning the investment, onindependent investigations made by you and any advisor or representative that you may haveconsulted, including your own legal, tax and other advisors, and that you and your advisors orrepresentatives have investigated your investment in the Fund to the extent you and they havedeemed advisable.DIVA SYNERGY – CLASS A (€uro)34

DIVA SYNERGY LIMITED3. Restrictions on Transfer. You agree that no sale, assignment, pledge, transfer orother disposition of any Shares (a “Transfer”) may be made without the prior written consent ofthe Fund, except, if you are a natural person, by will or the laws of descent and distribution, or ifyou are a corporation or other business organization, by operation of law pursuant toreorganization, and with the following conditions being satisfied:(a) counsel for the Fund is of the opinion that the Transfer would not be in violation of thesecurities laws of any relevant jurisdiction or would not require the Fund to register or to seek anexemption from registration as an investment company.(b) the transferee executes an instrument in form and substance satisfactory to the Fundwhereby the transferee agrees to be bound by all of the provision of this Agreement and makesappropriate investment representations.4. Redemptions The Fund is open for redemption of all or part of your investment inaccordance with the terms of the Offering Memorandum. Please complete the details contained inthe attached Redemption Request Notice on requesting redemption of shares5. Miscellaneous5.1 Entire Agreement. This Agreement sets forth our entire understanding with respectto its subject matter, merges and supersedes any prior or contemporaneous understanding amongus with respect to its subject matter, and will not be modified, amended or terminated except byanother agreement in writing executed by you and the Fund. Failure of a party to enforce one ormore of the provisions of this Agreement or to require at any time performance of any obligationshereof will not be construed to be a waiver of such provisions by such party nor to in any wayaffect the validity of this Agreement or such party’s right thereafter to enforce each and everyprovision of this Agreement, nor to preclude such party from taking any other action at any timewhich it would legally be entitled to take.5.2 Binding Effect. This Agreement will be binding on the parties and their respectivesuccessors and permissible assigns.5.3 Construction. References to Sections herein are to the sections of this Agreement.Headings used in this Agreement are for convenience only and will not be used in theconstruction of this Agreement.5.4 Governing Law. This Agreement will in all respects be governed by and construedin accordance with the laws of the British Virgin Islands applicable to agreements made and fullyperformed in such jurisdiction, without giving effect to conflict of laws principles. The partieshereto submit to the jurisdiction of the Supreme Court of the British Virgin Islands and everyCompetent Court of Appeal thereof to preclude such party from taking any other action at anytime, which it would legally be entitled to do.6. Anti-Money-Laundering DocumentsYou must attach the following documents to this Subscription Agreements. Failure to provide therelevant documents listed below before the Valuation Day will result in the subscription beingheld by the Administrator until the first Valuation Day after the receipt of these documents.6.1 Individuals1 Certified copy of your passport2 Certified copy or original of proof of your address (for instance a certifiedcopy or original of a credit card statement, bank statement, driving licence orutility bill. All documents provided as Proof of Address must be no more than3 months old when presented).DIVA SYNERGY – CLASS A (€uro)35

DIVA SYNERGY LIMITED6.2 Corporate Entities1 Certified copy of the Certificate of Incorporation and of any Change ofName;2 Certified copy of the Memorandum & Articles of Association;3 Certified copy of a Certificate of Good Standing;4 Certified copy of Certificate of Incumbency;5 Certified authorised signatory list; and6 Certified copy of the register of members and of the register of directors.Certification can be for instance by a recognized bank, a recognized financial intermediaryinstitution or a notary public. If the notary is not located in the UK, USA or Western Europe, thenthe document must also be apostilled.The Administrator will notify a subscriber if further documents are required.DIVA SYNERGY – CLASS A (€uro)36

DIVA SYNERGY LIMITEDSIGNATURE PAGE(ADMINISTRATOR COPY)IFINA (BVI) Ltd, P.O. Box 4443, Road Town, Tortola, British Virgin IslandsTelephone No.: (284) 494 0732 - Facsimile No.: (284) 494 0014NAME:ADDRESS:TELEPHONE NO:FACSIMILE:SIGNATURE (*1) NAME & TITLE (*2)SIGNATURE (*1) NAME & TITLE (*2)*1: To be completed if joint tenants in Common (if an individual) or where a second director/officermust sign.*2: To be completed only where an entity is investing.Please affix seal of the Company here:Please complete details of your subscription:Amount Remitted:€uroSales Fee: % €uroNet Subscription:€uroAgreed and accepted by:DIVA SYNERGY LIMITEDAdministrator:Date:Additional Information:In order to facilitate any requests for redemption, please complete your specific mandate and bankinginstructions below:Persons authorized to request redemption of your investment from the Company (you may alternativelyenclose a copy of your corporate resolution):Name:Name:Name:Signature:Signature:Signature:Bank Instructions:NAME OF BANK:ADDRESS OF BANK:BANK CODE:ACCOUNT NAME:ACCOUNT NUMBER:BY SIGNING THIS AGREEMENT I/WE CONFIRM THAT WE HAVE READ AND FULLY UNDERSTAND THEOFFERING MEMORANDUM RELATING TO DIVA SYNERGY LIMITED.DIVA SYNERGY – CLASS A (€uro)37

DIVA SYNERGY LIMITEDREDEMPTION REQUEST NOTICEIFINA (BVI) Ltd, PO Box 4443, Road Town, Tortola, British Virgin IslandsTelephone No: (284) 494 0732 - Facsimile No.: (284) 494 0014Request for Redemption:Date:I/We hereby request redemption of all or a portion of my/our Participating Shares in accordancewith the instructions provided below and subject to the terms and conditions of the PlacementMemorandum of the Fund.Redemption details – Please complete:Participating Share Class Number of Shares or Amount‘A’ €uroBanking Particulars:Proceeds in respect of this redemption are to be remitted to:Name of BankAddressABA numberAccount nameAccount numberSignatories - Persons authorised to request redemption:Name, (title if necessary) and Address ofShareholderSignatories of Shareholder(s)DIVA SYNERGY – CLASS A (€uro)38