DIVA SYNERGY LIMITED - Bernheim, Dreyfus & Co.

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