DIVA SYNERGY LIMITED - Bernheim, Dreyfus & Co.

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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
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 and 26: DIVA SYNERGY LIMITEDThe Fund will b
Page 27 and 28: DIVA SYNERGY LIMITEDParticipating S
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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