DIVA SYNERGY LIMITED - Bernheim, Dreyfus & Co.

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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
Page 4 and 5: DIVA SYNERGY LIMITEDTABLE OF CONTEN
Page 8: DIVA SYNERGY LIMITEDOFFERING SUMMAR
Page 11 and 12: DIVA SYNERGY LIMITEDTHE ISSUEAuthor
Page 13 and 14: DIVA SYNERGY LIMITEDmanagement risk
Page 15 and 16: DIVA SYNERGY LIMITEDTRADING POLICIE
Page 17 and 18: DIVA SYNERGY LIMITEDThe Investment
Page 19 and 20: DIVA SYNERGY LIMITEDBROKERNewedge G
Page 23 and 24: DIVA SYNERGY LIMITEDb) The Net Asse
Page 25: DIVA SYNERGY LIMITEDThe Fund will b
Page 29 and 30: DIVA SYNERGY LIMITEDa person who is
Page 31 and 32: DIVA SYNERGY LIMITEDCONSTITUTIVE DO
Page 33 and 34: €uro Bank Wire Transfer DetailsBA
Page 35 and 36: DIVA SYNERGY LIMITED3. Restrictions
Page 37 and 38: DIVA SYNERGY LIMITEDSIGNATURE PAGE(

DIVA SYNERGY LIMITED - Bernheim, Dreyfus & Co.

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