Diva Arbitrage Fund Presentation

www.divasynergy.com

Bernheim, Dreyfus & Co. SAS – 151 boulevard Haussmann – 75008 Paris – France

Tel: +33 (0)1 72 25 66 22

An Event-Driven Equity Strategy Absolute Return Focus

THE DIVA SYNERGY FUND

Disclaimer

The information set forth herein has been obtained or derived from sources believed by Bernheim, Dreyfus &Co to be reliable. However, Bernheim, Dreyfus & Co does not make any representation or warranty, express orimplied, as to the information’s accuracy or completeness, nor can it accept any responsibility for errorsappearing in this presentation. No liability whatsoever is accepted by Bernheim, Dreyfus & Co, its officers,employees or agents for any loss howsoever arising from any use of this presentation or its contents orotherwise arising in connection therewith. The information contained in this presentation shall not beconsidered as legal, tax or other advise nor does Bernheim, Dreyfus & Co recommend that the attached serveas the basis of any investment decision.

This document has been provided to you solely for information purposes and does not constitute an offer orsolicitation of an offer, or any advice or recommendation, to purchase any securities or other financialinstruments, and may not be construed as such. Any recipients of this presentation who intend to apply toshares are reminded that any such application may be made solely on the basis of the information containedin the offering memorandum (“OM”) of the relevant fund, which may be different from the informationcontained in this presentation. This document is being circulated by Bernheim, Dreyfus & Co on a confidentialbasis and is intended exclusively for the use of the person to whom it has been delivered by Bernheim, Dreyfus& Co and it is not to be copied, reproduced or redistributed, under any circumstances, to any other person inwhole or in part. This document is subject to further review and revision.

This document is for information purposes only and the provisions of the OM of the Funds are the onlybinding documents In the event of any inconsistency, between the descriptions or terms in this presentationand the OM the provisions of the OM shall prevail. All information in this presentation is subject to changewithout notice. The copyrights of this Presentation belongs to Bernheim, Dreyfus & Co.

Presentation of Diva Synergy Fund

About Bernheim, Dreyfus & Co.

Bernheim, Dreyfus & Co is a hedge fund management firm headquartered in Paris and registered with the AMF(Autorité des Marchés Financiers) under the identification GP-09000019.

The share capital of the firm is held entirely by the its co-founders and their families. Bernheim, Dreyfus & Co. Is alsoa member of the Association Française de Gestion Financière (AFG).

Bernheim, Dreyfus & Co’s co-founders are Lionel Melka and Amit Shabi.

Combined, our senior staff has over 40 years of experience in the asset management and investment bankingindustries, having held senior positions at some of the world’s leading financial institutions.

What sets the firm apart is its dedication to:

Competing on the basis of the firm’s intellectual (rather than financial) capital, which is personified by thefirm’s team of highly skilled professionals.

Demanding excellence and superior quality in all that they do. Cultivating long-term, senior-level relationshipswith investors through deep roots in local markets.

Emphasizing the firm’s tradition of integrity in all its dealings.

3

Organization Chart

DIVA SYNERGY

Lionel MELKAPM & Head of Research

10 years of M&A experience(Lazard, Rothschild) in a largescope of situations: privatizations,friendly and hostile takeover bids,LBOs, asset disposals and IPOs.

Executed more than 20 major M&Atransactions totaling more than $50billion.

Teacher in the fields of corporatefinance at University Dauphine inParis, one of the leading academicinstitutions in Europe.

Master’s degree in Finance from theDauphine University of Paris.

Investment Committee

Amit SHABIPM & Head of Trading

Ex-commander of an analyst teamin a military intelligence unit of theIsrael Defense Forces.

10-year experience in CapitalMarkets at LCF Rothschild AssetManagement, MAN Group andCantor Fitzgerald

Master’s Degree in Finance Paris IUniversity (Sorbonne)

Sebastien DETTMARPM & Head of Risk Management

Former Head of QuantitativeResearch at LCF Rothschild AssetManagement with €15 billion AuM.In charge of establishing thestrategic direction, risk tolerancestandards, and ethical culture forthe asset management activities

Predoctoral degree in Mathematics -Algebraic Geometry – University ofLanguedoc Roussillon.

4

Long Term Event Cycle

Jan-06 Jul-06 Jan-07 Jul-07 Jan-08 Jul-08 Jan-09 Jul-09 Jan-10 Jul-10 Jan-11

Didivendhikes

M&As and LBOs

Buy backs

Operational andfinancial gearing

Cap. Ex. cuts

Corporaterestructurings

Rights issues

Asset sales /Spin-offs Panic Selling

Minority squeez-outs

Operational andfinancial gearing

Feb-11 Aug-11 Feb-12

IPOs

Distressed debt

IPOs

M&ALBOs

The climate forIPOs, M&A andLBOs gets evenstrongerthroughout 2011

Growth Bull Correction Trough Recovery Growth

Event Cycle on MSCI World Chart

5

M&A Climate in 2011

DRIVERS /CATALYSTS

Savage cost cutting, capital raising and debt refinancing - strong enough balance sheets to beopportunistic if a deal is presented

Attractive price of assets

Buying growth through purchases may also be more attractive than trying to expand currentbusinesses organically - given concerns about how fast the economies of Europe and theUnited States will recover this year.

CEOs are generally looking for bolt-on acquisitions, not massive deals that transform theirbusinesses.

Growing pressure on firms to focus on core activities and spin off the rest

Low interest rates

Due to lower equity market ratings and the constraints on credit greater proportion of stockto be used for M&A rather than cash in 2010

Need for a crystal clear strategic rationale

More hostile bids

Buyers with strong balance sheets likely to take advantage to snap up rivals at bargain prices

Corporate activity will be focused on cost-cutting rather than the bull-market justification ofbuying growth

“Bad” M&A is over: less leverage, fewer LBOs

Creativity in sourcing cash and managing volatility in stock deals will be key differentiatingfactors

Access to credit

Market volatility

Antitrust

Lack of CEO confidence in some industries

CONSEQUENCES

CONSTRAINTS

Strategy Guidelines

DIVA SYNERGY FUND

– Identification of targets– Quantitative screening– Fundamental experience– Hedged through short

positions in index futuresto get a zero adjusted beta

PRE-EVENT

– Announced deals– Focus on high quality deals– Hedged through short

positions in the acquirer instock-for-stock deals

MERGER ARBITRAGE

– Portfolio of 35/50 liquid equities– Europe and North America– Market Neutral

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Pre Event Driven Portfolio

In our target universe of Europe and North Americathere are 1000 companies with a market capitalizationbetween $1 and $10 billion.

From this group we continuously work to extract 200-300 companies, the figure depends on market conditions,most likely to become targets in the medium-term.

The companies that are extracted are chosen bydifferent criteria such as that it is operating in a highlyconsolidating market or that the company is a close peerto a recently announced target. Once a company has beenacquired it is taken off the list.

The radar has proven very efficient in identifyingpotential targets. As a second level in the investmentprocess, to further narrow down this group, we conduct adaily analysis where we check for different quantitativecharacteristics such as volatility, abnormal returns, etc.

The aim is to identify market movements in priceworthy companies with a strong business model.

From a target universe of 1000 companies we narrow itdown to 15-30 positions in our portfolio

8


In addition to our quantitative tool we also conduct a fundamental analysis of potential targets as a 3-stepinvestment process:

First, we try to identify the most likely active sectors. Catalysts are the level of cash, regulatory changes or strategicissues (as aging product/patent portfolios for the pharmaceutical industry). Currently there are 3 hot sectors thatwe consider being especially interesting. These are healthcare, energy and technology.

Second, we start searching for buyers that are companies with plenty of cash and a need for external strategicgrowth.

Third, once these likely buyers are identified we look at which companies could be these acquirers most natural fit.Which companies could offer synergies and cost savings and/or unlock other value that could be interesting for thebuyer and its CEO?

Hot Sectors

100 potentialtargets withinthe Pharma-

ceutical, Energyand Technologyindustries whichare hot sectors

with great M&Acharacteristics

TargetUniverse

1000 companiesof appropriatesize in NorthAmerica and

Europe

Under OurRadar

200-300potential targets

under dailysurvailence

IdentifyingBuyers

Identification ofinterested

buyers with cashand a need for

external growth

Portfolio

15-30 positionswith a medium

term timehorizon


PORTFOLIO CONSTRUCTION

Trading PolicyThe size of the position normally starts small and is built up when the stockprice increase which we consider is an indication that the market alignswith our scenario.

Positions 15-30 different positionsEach position is on average 1-3% of AuM

HedgingHedging by short selling index futuresZero-beta adjusted positions

Risk Controls Stop-losses at 10% downside of the traded pair; long equity – short index

80% invested in companies with market cap. of at least $500 million80% should not exceed 20% of its average trading volume

Liquidity

10


PAST TRADE EXAMPLES

Companies acquired while in our portfolio Holdings in our portfolio that were acquired

11


CURRENT TRADE EXAMPLES

M&A Theme

Increasing exposure toemerging markets

Identified Targets

Baby Oil being acquired byemerging players

Big Pharma facing patentexpiration and looking to plug

their pipeline holes

Underexploited iconic brands

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Pre Event Driven Portfolio – Case Study 1

International Power (IPR LN)

ActivityElectricity production4 million customers in UKGas 60%; Coal 20%; Other 20%

Key FiguresRevenue 2009: £3.5 billionMarket capitalization: £4.7 billionEBITDA: £1.5 billion (42.8% margin)

EV/EBITDA: 7xPER: 10xYield: 4%

GDF Suez: Discussions late 2010 that were stalled after:(1) price, (2) operational structure.Strong geographical completition to other players, IPR ispresent in UK and Middle EastE.ON, Enel or Gas Natural

The company represents a prime target in a deregulatedcountry without protectionist barriersComplex decision process in France given the ownership ofGDF (State, Albert Frère, ...)Very low valuation (plant replacement cost estimated to 380p)Return: 25%

Valuation

PotentialAcquirers

Catalysts /Upside

250

260

270

280

290

300

310

320

330

340

350

INTERNATIONAL POWERVS. EUROSTOXX50 - YTD

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Mobistar (MOBB BB)

Activity

Mobile Telecommunication3 operators in Belgium: Proximus (41%), Mobistar (31%) andBase (28%)Main shareholder France Telecom with 52%

Key FiguresRevenue 2009: €1.6 billionMarket capitalization: €2.5 billionEBITDA: €500 million (33% margin)

EV/EBITDA: 6xPER: 10xYield: 7%

France Telecom: the new management (Stéphane Richard) isconducting a strategic review of investmentsThe group suffered setbacks after M&A: Teliasonera, Egypt,Switzerland, ...Mobistar is a simple operation, readable, accretive andsynergistic.

Mature market for 3 operatorsOnly mobile operatorLimited capex costsHigh Yield pending buyout of minorityTarget price: €60/share (upside: 30%)

Valuation

PotentialAcquirers

Catalysts /Upside

MOBISTAR VS.EUROSTOXX50 - YTD

38

40

42

44

46

48

50

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Mead Johnson Nutrition (MJN US)

Activity

Baby food (the Enfamil brand)Former division of Bristol Myers Squibb (IPO in February 2009spin-off in December 2009)60% of sales in emerging markets

Key FiguresRevenue 2009: $2.8 billionMarket capitalization: $10.6 billionEBITDA: $771 million (7.3% margin)

EV/EBITDA: 14xPER: 22xYield: 1.7%

Nestle (just to collect $ 28 billion from the sale of Alcon)Danone (turned down talks in 2009 - ideal for Numico)Unilever (diversification into higher-growth segment such aspersonal care)Heinz

The stock has doubled since the IPO (results, growth)Unquestionably the finest assets in the industry with consumerexposure / fertility in developing countriesSignificant potential synergies for the purchaser (distributionnetworks, R & D, ...)Target price: $ 75/share (upside: 20%)

Valuation

PotentialAcquirers

Catalysts /Upside

MEAD JOHNSON VS.S&P500 - YTD

34

39

44

49

54

59

15

Merger Arbitrage Portfolio

In our merger arbitrage portfolio we invest primarily in deals where the target has a marketcapitalization of at least $500 million and is located in either Europe or North America.

We have a clear bias towards high quality transactions which we define as those where clearsynergies are created, low financing and regulatory risk as well as that most often there is a largecompany acquiring a smaller one.

”Sure Thing”

Transactions wherethe market hasreached a consensusfor the value and therisk

Very low risk

”Chinese Deals”

High risk transactionswith regulatoryuncertainties and/orquestionable synergies

Different Merger Arbitrage Approaches

High Quality

Good transactionswith clear synergiesbut with contrarianviews by marketplayers of value andrisk

16



Trading PolicyUsually we increase positions when spreads widen – assuming our analysishas not changed

Positions 15-30 different positionsEach position is on average 3-5% of AuM

HedgingHedging is used in stock transactions by short selling the amount of theacquirers shares we will receive when deal close

80% invested in companies with market cap. of at least $500 million80% of the portfolio positions should not exceed 20% of its average tradingvolume

Liquidity

17


Goal

Tests

Preference

Obviate

Hedging

Positions

Monitoring

Reward/risk ratio – Focus on high reward/risk ratio deals

Overlapping deal closure dates to optimize the portfolio’s events calendar

Invest in announced transactions with good fundamentals where the risk ofdeal brake is mispriced by the markets

Strategic deals with clear synergies, low financing and regulatory risks whereboth target and acquirer have strong business models and contrarian views bymarket players of value and risk

Consensual and clustered transactions as well as deals with a great part ofpolitical and other unpredictable risks

Positions in the Merger Arbitrage portfolio are hedged when the acquirer ispaying, partly or fully, through stock for stock by going short in the acquirer inthe same amount of shares that we will receive when the deal close

Ten complex trades and 20 rate-of-return trades - if probabilities are mispriced

Keep track of portfolio events

Frequent use of trading limits

Continuous review the investment thesis

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Merger Arbitrage Portfolio – Case Study 1

Oracle / Phase Forward (PFWD US)

ActivityMedical software for hospitals and clinical institutions$213 million turnover300 clients and over 10,000 clinical trials

Key Figures /Deal Terms

Market capitalization: $700 millionEBITDA: $30 millionPrice: $17.00 per shareBreak-up fee: 3.5%

Strengthening the market for medical applicationsShould benefit from Obama ‘s reform of the health system

Funding: No risk (Oracle has $13 billion in cash)Antitrust: The deal is passed May 27 in second request to theUnited States. The risk focuses on the timing of review (themarket is quite fragmented and dominated by Medidata)Shareholder vote (June 22): low risk (friendly deal with a 30%premium)

Discount to offer price: 2.5%Timeframe: late August Return: 10% annualised

Rationals

Risks

Performance /Timetable

PHASE FORWARD - YTD

10

11

12

13

14

15

16

17

18

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Apache / Mariner Energy (ME US)

Activity

Exploration and production of hydrocarbons (180m barrels ofproven reserves)Offshore (85%) and Onshore (15%)45% of sales in the Gulf of Mexico


Market capitalization: $2.3 billionEBITDA: $571 millionPrice: $7.8 + 0.17 of stock in Apache for each Mariner EnergyBreak-up fee: 2.5%

Single asset in deep drillingGeographical complementarities

Funding: $ 800 million (Apache has 2 billion on its BS)Antitrust: HSR received May 3Shareholder vote Mariner: very low risk given the premium(45%) and recent eventsMAC clause: very restrictive definition, excludes any particularevent or change in legislation affecting the industry

Discount to offer price: 6%Timeframe: late August (proxy filed May 19)Annualized return: 25%

Rationals

Risks


MARINER ENERGY - YTD

10121416182022242628

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Novartis / Alcon (ACL US)

ActivityWorld leader in eye care$6.5 billion turnover300 clients and over 10,000 clinical trials


Market capitalization: $44 billionEBITDA: $2.5 billion2.8 of stock in Novartis for each Alcon (currently $136)Nestle will receive $180 per share for the block of 52% (25%were acquired at $143 is a weighted average price of $ 168)

Novartis and Alcon have highly complementary productportfolios that cover more than 70% of the worldwide visioncare: pharmaceuticals and surgical contact lensesEye care have dynamic growth opportunities because ofsignificant unmet needs of an aging population

According to the Swiss stock exchange regulations it onlyrequires the approval of a majority shareholder of Alcon (Nestleup to vote)Legally, Novartis is not forced to improve its offer, despite thedifferent treatment of minoritiesHowever, we believe that Novartis will eventually raise its offer(employees hold 6% of capital + reputational risk)

Discount to offer price: -8% (downside) Final bid-price: $168 per share Annualised return: 12%

Rationals

Risks


ALCON - YTD

130

135

140

145

150

155

160

165

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Our Edge

Understanding ComplexTransactions

Corriente ResourcesApache/MarinerHospira/Javelin

Indepth Understanding ofthe EU Antitrust Process

Oracle/Sun MicrosystemsIntel/McAfeeTom Tom/Tele AtlasNokia/Navteq

Understanding the Dynamicsof Hostile Transactions

Kraft/CadburySanofi/Genzyme

M&A Experience inidentifying targets

Kraft/Danone/NumicoInternational Power/GDF Suez

Nimble Approach to RiskBHP Billiton/PotashBASF/CIBA

22

Portfolio Allocation

The structure of the portfolio and the allocation between the two strategies Pre-Event Driven and MergerArbitrage depends mainly on the level of volatility in the market. Higher market volatility results in higher riskswhich gives larger spreads and therefore makes the Merger Arbitrage strategy more profitable than the EventDriven.

As visualized below there is a clear correlation between the structure of our portfolio and the market volatility. Inthe end of 2008 when volatility – in terms of the VIX index – was above 40 more than 90% of our portfolio wasinvested in the Merger Arbitrage strategy.

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10

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30

40

50

60

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Q12007

Q22007

Q32007

Q42007

Q12008

Q22008

Q32008

Q42008

Q12009

Q22009

Q32009

Q42009

Q12010

Q22010

Q32010

Q42010

Ma

rk

et

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lati

lity

Str

uc

tur

eo

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tfo

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Pre-Event Driven Portfolio Merger Arbitrage Portfolio VIX

23

Risk Management

RegulatoryFramework

Internal RiskMonitoring

Stress-Testing

FrequentReporting

Authorized and regulated by the AMF (Autorité des marchés financiers) Outsourced compliance review by 2AM

The team has real time access to exposures by sub-strategy, geography, currency and otherexogenous or macro factors often difficult to predict Crowded, illiquid or high-risk trades, when available, are segregated and very closely monitored,and they tend to have very tight market and single stock related stop loss

Risk manager frequently runs stress scenarios on the portfolio and its sub-books and alsoensures that our strict guidelines are respectedMonthly Risk Committee meetings address potential risk areas and raise early warning signals

Monthly final NAVs and reporting

Position Sizing

Sizing is determined by liquidity, the ability to hedge undesired risks and the downside riskHigh conviction trades are typically 3%-5% of NAVMost other positions are around 1%-2%We aim to avoid crowded trades with no hard event

24

Risk Management Tools

Data Feed &Analytics

Front ToolDaily RiskReporting

Bloomberg:- Yield curves- Market prices- Currency rates- Data and other statistics

Fimatrix®:- Value at risk- Stress testing

Real time position keeping andexposure updates

Real time profit and loss calculation

Cross asset class risk consolidation

What-if analysis

Scenario analysis

Fimatrix®

In house reports

25

Appendix

I Fund Performance

II Summary of Terms

III Key Personal Biographies

IV Contact Information

Fund Performance – Master Class A

$ Class

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec YTD

2006 - - - - - - - - - - 1.01% 1.48% 2.50%

2007 2.60% (1.68%) 2.79% 0.91% 0.47% (1.07%) 2.80% 0.50% (0.60%) 4.90% (1.48%) 1.02% 11.61%

2008 (1.51%) 1.77% (3.88%) 1.25% 2.15% (0.63%) (2.24%) (1.12%) (3.32%) 0.02% 1.71% 1.58% (4.37%)

2009 (3.87%) (0.48%) 3.10% 3.00% 1.46% (0.41%) 1.01% 1.02% 0.30% (1.73%) 0.89% 0.94% 5.13%

2010 1.28% 0.11% 0.26% 0.52% (0.86%) 2.04% 1.38% 1.03% 3.05% 0.09% (0.01%) 0.24% 9.43%

2011 (0.25%) 0.07% (0.21%) 1.20% 0.81%

€ Class


2007 2.43% (1.80%) 2.47% 1.85% 0.33% (1.41%) 2.60% 0.30% (0.63%) 4.77% (1.46%) 0.99% 10.70%

2008 (1.62%) 1.64% (3.75%) 1.38% 2.32% (0.46%) (2.07%) (0.95%) (3.21%) 0.16% 1.85% 1.76% (3.15%)

2009 (3.76%) (0.40%) 3.16% 3.04% 1.51% (0.37%) 1.03% 1.04% 0.32% (1.75%) 0.90% 0.96% 5.62%

2010 1.29% 0.12% 0.27% 0.53% (0.86%) 2.04% 1.40% 1.06% 3.08% 0.14% 0.03% 0.28% 9.75%

2011 (0.19%) 0.12% (0.15%) 1.29% 1.07%

€ 750

€ 850

€ 950

€ 1 050

€ 1 150

€ 1 250

€ 1 350

Diva Synergy € EURIBOR 3 Months HFRX Global Hedge Fund Index €

1,255.97

1,115.09

935.48

Fund Performance – Enhanced Class D

$ Class Enhanced


2008 5.59% (2.77%) (5.05%) (4.24%) (10.92%) (0.82%) 4.39% 4.18% (10.32%)

2009 (12.03%) (1.85%) 8.99% 8.71% 4.09% (1.49%) 2.79% 2.83% 0.70% (5.41%) 2.44% 2.62% 11.04%

2010 3.62% 0.11% 0.58% 1.35% (2.80%) 5.88% 3.89% 2.90% 8.98% 0.11% (0.22%) 0.54% 27.35%

2011 (0.91%) 0.04% (0.81%) 3.44% 1.71%

€ Class Enhanced


2008 6.09% (2.28%) (4.29%) (3.74%) (10.60%) (0.41%) 4.81% 4.72% (6.66%)

2009 (11.71%) (1.58%) 9.15% 8.84% 4.25% (1.37%) 2.86% 2.89% 0.74% (5.45%) 2.50% 2.68% 12.61%

2010 3.57% 0.16% 0.62% 1.39% (2.78%) 5.91% 3.97% 2.93% 9.01% 0.21% (0.17%) 0.58% 27.91%

2011 (0.91%) 0.09% (0.75%) 3.53% 1.96%

€ 750

€ 850

€ 950

€ 1 050

€ 1 150

€ 1 250

€ 1 350

Diva Synergy Enhanced € EURIBOR 3 Months HFRX Global Hedge Fund Index €

1,370.76

1,055.15

924.11

Fund Terms

Fund Style Event Driven

Management Fee

Investment universe

Performance Fee

Base Curreny

Liquidity

Redemption Notice

Minimum Subscription

NAV Valuation

Domicilie

Fund Administration

Prime Broker

Auditor

Europe and North America

2% per annum

20% subject to high water mark

USD for class B and C, Euro for class A and D

Monthly with 30 days notice

Each month, until 10 business days before the end of the month.

$100.000 / €100.000

Baker Tilly

Newedge

International Fund Administration (IFA)

British Virgin Islands

Monthly (calculated by the Fund Administrator)

Minimum Managed Account $10,000,000

UCITS3 Daily Will be launched in May 2011 29

The Team – Investment Managers

Lionel MelkaCo-Manager & Head

of Research

Amit ShabiCo-Manager & Head

of Trading

SebastienDettmar

Co-Manager & Headof Risk Management

Lionel started his career in 1998 with Lazard Frères, where he undertook numerous M&Aadvisory engagements for blue chip clients (LVMH, Saint-Gobain, Casino, France Telecom,Thomson, Air Liquide, Kingfisher) in a large scope of situations: privatizations, friendly andhostile takeover bids, LBOs, asset disposals and IPOs Then he joined the M&A Department ofCalyon, where he worked on various advisory assignments in the TMT-Defence team and LCFRothschild in 2005 where he led many M&A cross-border assignments in various industrysectors. He is also a teacher at the University of Paris Dauphine, one of the leading academicinstitutions in Europe, in the fields of corporate finance, asset allocation and alternativeinvestments.

Amit is an ex-commander of an analyst team in a military intelligence unit of the Israel DefenseForces.

After completing 3 years of army service, Amit moved to Paris to pursue his studies and obtaineda Master’s degree in Finance from Sorbonne University.

Amit Started his career in the strategy department of LCF Rothschild Asset Management.

After this experience in traditional asset management, Amit worked in the Capital Marketsdivisions of MAN Group and Cantor Fitzgerald as a sales of sophisticated financial instrumentsfor hedge funds, institutional and HNWI investors.

Sebastien started his career as research assistant in the Algebraic Geometry Laboratory of theMontpellier University of Science. He developed several models on the resolution of thesingularities based on the works of Alexander Grothendieck. In 2001, Sebastien joined LCFRothschild Asset Management as Risk Manager (€15bn AuM) where he established the strategicdirection, risk tolerance standards, and ethical culture for the asset management activities. Afterthree years spent as Risk Manager of the company, Sebastien became Head of QuantitativeResearch.

30

Contact Information

ContactPerson

Address

Telephone

Fax

Email

ISIN

Bloomberg

Bernheim, Dreyfus & Co. SAS – 151 boulevard Haussmann, 75008 Paris

Amit Shabi – Investment Manager

+33-1-72-25-66-22

+33-1-76-73-28-10

[email protected]

EURO CLASS A / VGG2890W1196

USD CLASS B / VGG2890W1014

USD CLASS C (3x leveraged) / VGG 2890W1279

EURO CLASS D (3x leveraged) / VGG2890W1352

DIVAMMA VI , DIVAMMB VI, DIVAMMC VI and DIVAMMD VI

31

www.b-dreyfus.com

Bernheim, Dreyfus & Co. SAS – 45 rue de Courcelles – 75008 Paris – France

Tel: +33 (0)1 72 25 66 22

DIVA SYNERGY UCITS FUND

An Event-Driven Equity Strategy Targeting Absolute Returns

Disclaimer

The information set forth herein has been obtained or derived from sources believed by Bernheim, Dreyfus & Co to be reliable. However, Bernheim, Dreyfus & Co does not make any representation or warranty, express or implied, as to the information’s accuracy or completeness, nor can it accept any responsibility for errors appearing in this presentation. No liability whatsoever is accepted by Bernheim, Dreyfus & Co, its officers, employees or agents for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith. The information contained in this presentation shall not be considered as legal, tax or other advise nor does Bernheim, Dreyfus & Co recommend that the attached serve as the basis of any investment decision.

This document has been provided to you solely for information purposes and does not constitute an offer or solicitation of an offer, or any advice or recommendation, to purchase any securities or other financial instruments, and may not be construed as such. Any recipients of this presentation who intend to apply to shares are reminded that any such application may be made solely on the basis of the information contained in the offering memorandum (“OM”) of the relevant fund, which may be different from the information contained in this presentation. This document is being circulated by Bernheim, Dreyfus & Co on a confidential basis and is intended exclusively for the use of the person to whom it has been delivered by Bernheim, Dreyfus & Co and it is not to be copied, reproduced or redistributed, under any circumstances, to any other person in whole or in part. This document is subject to further review and revision.

This document is for information purposes only and the provisions of the OM of the Funds are the only binding documents. In the event of any inconsistency, between the descriptions or terms in this presentation and the OM the provisions of the OM shall prevail. All information in this presentation is subject to change without notice. The copyrights of this Presentation belongs to Bernheim, Dreyfus & Co.

Warning: Past performances are not a guarantee of future performances. The value of the units may decrease as well as increase. Any investment may generate losses or gains.

Table of Contents

Introduction to Diva Synergy UCITS

Overview of Diva Synergy UCITS 1

Investment Strategy 2

Risk Management 6

Competitive Advantage 8

Risk Profile 9

Appendices

M&A Market in 2011 10

Merger Arbitrage Portfolio – Case Studies 11

Pre-Event Driven Portfolio – Case Studies 12

Fund Terms and Conditions 13

Portfolio Managers 14

Contact 15

Introduction to Diva Synergy UCITS

Overview of Diva Synergy UCITS

1

Diva Synergy is a UCITS III compliant Event Driven hedge fund investing in M&A situations in Western Europe and North America.

Key Facts About Bernheim, Dreyfus & Co.

Management Company

Bernheim, Dreyfus & Co. is an independent asset management company specializing in absolute return strategies, in which the team has strong expertise.

The objective of Bernheim, Dreyfus & Co., with regards to the Diva Synergy (UCITS) fund, is to offer investors a stable performance regardless of variations in markets with a combination of rigorous fundamental analysis and trading expertise.

The Portfolio Managers, Sebastien Dettmar, Lionel Melka and Amit Shabi bring together complementary skills and have over 40 years experience in trading, asset management and investment banking(1).

Bernheim, Dreyfus & Co.’s capital being wholly owned by its founders ensures independence.

Bernheim, Dreyfus & Co.

Strategy

The fund's strategy focuses on M&A situations The capital is deployed in two sub-strategies:

Merger Arbitrage (announced deals)

Pre-Event Merger Arbitrage (anticipated deals)

Structure UCITS III compliant

Target Return Absolute performance

Target Volatility 3 – 5 % annually

Portfolio Composition

40 to 50 stocks listed in Western Europe and North America, usually with a 1 to 10 billions euros market capitalization

Market neutral with market fluctuations covered through a zero beta adjustment

Highly liquid portfolio with on average 80% of positions smaller than 20% of daily average trading volume

(1) As at 1/6/2011. www.b-dreyfus.com

1. Merger Arbitrage – Announced Deals

The Merger Arbitrage strategy revolves around acquiring shares in listed companies subject to mergers and acquisitions. The objective is to capture the value gap (spread) between the share price after the announcement and the price offered by the acquirer.


" Sure Thing "

Transactions whose probability of success is seen as virtually certain: the market has reached a consensus for the value and the risk

Very low risk

" Doubtful "

Transactions whose probability of success is seen as doubtful

High risk transactions with regulatory uncertainties and/or questionable

synergies

" Probable "

Transactions whose probability of success is seen as probable

Transactions with clear synergies but with contrarian views by market players of value and risk

Preference: Strategic deals with clear synergies, low financing and regulatory risks, where both target and acquirer have strong business models and with contrarian views by market players of value and risk


2

Trading Policy: Usually we increase positions when spreads widen – assuming our analysis has not changed

Hedging: Hedging is used in stock transactions by short selling the amount of the acquirers shares we will receive when deal close

Liquidity: Over 80% of the portfolio is invested in companies with a market capitalization of at least $500 million.

Tests: Reward/risk ratio – Focus on high reward/risk ratio deals. Overlapping deal closure dates to optimize the portfolio’s events calendar

Monitoring : Keep track of portfolio events Frequent use of trading limits Continuous review the investment thesis

3

The Pre-Event strategy consists of identifying potential M&A targets through a rigorous investment process

Investment Process Comments

Target Universe 1000 companies of appropriate size in North America and Europe

Hot Sectors

100 potential targets within the sectors identified for a potentially high degree of M&A activity

Under Our Radar 300-400 potential targets under daily

monitoring

Identifying Buyers Identification of interested buyers with

cash and a need for external growth

Portfolio

Hedged against market risk Mainly companies whose market capitalization is between 1 and 10 billion euros

Investment criteria: Companies listed in Western Europe and North America, usually with a $ 1 to $10 billions market capitalization

The selection criteria are both fundamental (consolidation within an industry, strategic or regulatory pressure, similar to a target of recent mergers and acquisitions ...) and technical (abnormal returns, unusual volume / volatility)

Currently we anticipate strong M&A in the pharmaceutical, energy and technology industries among others,

Identification of potential buyers is based on criteria such as: Level of cash on balance sheet, need for external strategic

growth, etc. Companies that could generate synergies and cost savings

and/or unlock other value

Trading Policy: the size of the position normally starts small and is built up when the stock price increases, which we consider as an indication that the market aligns with our scenario.

Hedging: the positions are covered by short selling index futures to obtain a zero beta adjustment (ie, "market neutral"). Liquidity: over 80% of the portfolio is invested in companies with a market capitalization of at least $500 million. Risk Controls: stop-losses at 10% downside of the traded pair (long equity – short index)

2. Pre-Event Merger Arbitrage – Anticipated Deals

4

Examples of potential investments based on current M&A themes

Investment Theme Potential Targets

2. Pre-Event Merger Arbitrage – Anticipated Deals

Increasing exposure to emerging markets

Baby Oil being acquired by emerging players

Underexploited iconic brands

Big Pharma facing patent expiration and looking to plug their pipeline holes

Investment Strategy

5

The investment strategy revolves around two pillars: Announced Merger Arbitrage (announced deals) and Pre-Event Merger Arbitrage (anticipated deals)

Portfolio Structure Portfolio Allocation

1. Announced Merger Arbitrage

Announced M&A Deals

2. Pre-Event Merger Arbitrage

Identify potential M&A targets

40 to 50 stocks listed in Western Europe and North America Market fluctuations systematically covered (Market-Neutral)

The structure of the portfolio and the allocation between the two strategies Pre-Event Merger Arbitrage and Announced Merger Arbitrage depends mainly on the level of volatility in the market. Higher market volatility results in higher risks which gives larger spreads and therefore makes the Announced Merger Arbitrage strategy more profitable than the Pre-Event Merger Arbitrage .

As illustrated below there is a clear correlation between the structure of our portfolio and the market volatility. At the end of 2008 when volatility – in terms of the VIX (1) index – was above 40 more than 90% of the portfolio (managed by the same team, applying the same strategy) was invested in the Merger Arbitrage strategy.

Historical Portfolio Allocation - (managed by the same team, applying the same strategy)

To achieve the target return and volatility, the allocation between the two strategies is adjusted depending on the economic cycle and market conditions

(1) An indicator of U.S. financial markets volatility. The index is calculated by averaging the volatilities on put and call options on the S&P500.

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Risk Management

6

A Robust Risk Management System

Regulatory environment

The Fund is under French law and complies with the European UCITS III regulations The Fund is eligible for life insurance

Position Sizing

Sizing is determined by liquidity, the downside risk and the ability to hedge undesired risks We aim to avoid crowded trades We systematically cover all risks (currency, interest rate, ...) other than those inherent to the strategy (mainly the non-

occurrence of an anticipated event)

Stress-Tests

Risk manager frequently runs stress scenarios on the portfolio and its sub-books and also ensures that our strict guidelines are respected

Monthly Risk Committee meetings address potential risk areas and raise early warning signals

Internal Risk Monitoring

The team has real time access to exposures by sub-strategy, geography, currency and other exogenous or macro factors often difficult to predict

Crowded, illiquid or high-risk trades (when any), are segregated and very closely monitored Strict stop-loss policy

Frequent Reporting

Daily NAV and monthly reporting

Risk Management


DATA FEED & ANALYTICS

Bloomberg: - Yield curves - Market prices - Currency rates - Data and other statistics

Fimatrix®: - Value at risk - Stress testing

DAILY RISK REPORTING

Fimatrix®

In house reports

FRONT TOOL

Real time position tracking and exposure updates

Real time profit and loss calculation

Cross asset class risk consolidation

What-if analysis

Scenario analysis

7

Competitive Advantage

8

Experienced Management Team

Complementary profiles in mergers and acquisitions, trading and asset management A thorough knowledge of several industries An extensive network of contacts established over the years

A Focus on Discipline

A rigorous investment process Strict buying and selling policies Ongoing monitoring of performance indicators and portfolio risk

Proven experience

A good understanding of complex transactions Corriente/Resources; Apache/Mariner; Hospira/Javelin

An indepth understanding of the EU Antitrust process Oracle/Sun Microsystems; Intel/McAfee; Tom Tom/Tele Atlas; Nokia/Navteq

A good understanding of the dynamics of hostile transactions Kraft/Cadbury; Sanofi/Genzyme

A solid track-record of identifying potential M&A targets Solvay/Rhodia; International Power/GDF Suez; Rio Tinto/Alcan

Nimble Approach to Risk BHP Billiton/Potash; BASF/CIBA

Tactical Flexibility

The team's expertise in fundamental analysis, trading and investment behavior, allows it to make a quick reading of the market and adjust the portfolio accordingly

Unique Portfolio Construction

Dynamic optimization of the portfolio allocation between the two strategies (Merger Arbitrage and Pre-Event Driven) to achieve the target return and volatility regardless of the business cycle and market conditions

Diva Synergy (Ucits) Risk Profile

9

Risk of capital loss: Investors are warned that the capital they invest is not guaranteed and therefore they may not receive back the full amount invested.

Risk of non-occurrence of the announced or anticipated merger or acquisition: Merger arbitrage consists of taking advantage of the difference between the current stock price of the target and the price offered by the acquirer (the spread). If the transaction is completed, a gain consisting of the spread is realised. However, if the transaction fails to complete, a loss is likely to be incurred as the anticipated control premium usually paid to the target shareholders by the acquirer is lost.

Risk of not achieving the Fund’s objective - discretionary management risk: The Fund relies on the managers’ ability to assess the value of companies and determine the outcome of mergers and acquisitions situations. There is a risk that the Fund may not be invested in the best-performing situations at any given time.

Counterparty risk: In the case of products traded over the counter (OTC), the Fund may have to bear additional risks related to counterparty exposure. This risk measure the losses incurred by the Fund in respect of commitments entered into with a counterparty. The default of the counterparty may cause a significant decrease in the net asset value (NAV) of the Fund. In general, these transactions are entered into in line with regulatory requirements such as collaterals and margin calls.

Foreign exchange risk: The Fund buys and sells securities denominated in currencies other than the Fund’s currency. In spite of its policy of hedging the invested assets, the Fund’s net asset value may be adversely impacted if changes in the foreign exchange markets negatively affect gains generated over two hedging periods.

Interest rate risk: The Fund may be up to 100% exposed to short-term interest rate risk via debt securities and money market instruments. Interest rate risk is the risk associated with a rise in interest rates, which can trigger a fall in the price of certain debt securities and money market instruments, and thereby a fall in the net asset value of the Fund

Credit risk: The risk of a downgrade in the credit rating of an issuer, or of that issuer defaulting. The value of the debt instruments in which the Fund is invested may fall, which could result in a fall in the net asset value.

High-yield risk: There is also a high-yield risk arising from the fact that the Fund may invest in high-yield bonds (rated at least B- by Standard & Poor’s or Caa1 by Moody’s). These securities carry a significant risk of default.

The Fund may be exposed to the following main types of risks. Any of these risks may cause a significant fall of the Fund’s Net Asset Value.

Appendices

M&A Market in 2011

10

Positive market outlook for mergers and acquisitions (+55% in Q1 2011)

DRIVERS / CATALYSTS

Savage cost cutting, capital raising and debt refinancing , strong balance sheets – to be opportunistic if a deal is presented Attractive price of assets Buying growth through acquisition may be more attractive than organic growth - given concerns about the pace of

recovery of Europe and the United States Growing pressure on firms to focus on core activities and spin off the rest Low interest rates

CONSTRAINTS

Access to credit Market volatility Antitrust

CONSEQUENCES

Due to lower equity market ratings and the constraints on credit greater proportion of stock to be used for M&A rather than cash

Need for a crystal clear strategic rationale More hostile bids Buyers with strong balance sheets likely to take advantage to snap up rivals at bargain prices Corporate activity will be focused on cost-cutting rather than the bull-market justification of buying growth Creativity in structuring transactions and managing volatility in stock deals will be key differentiating factors

Merger Arbitrage Portfolio – Case Studies

11

Oracle / Phase Forward (PFWD US)

Key Figures / Deal Terms

Activity

Risks

Closing Date

Rationals

Apache / Mariner Energy (ME US) Novartis / Alcon (ACL US)

Medical software for hospitals and clinical institutions

$213 million turnover 300 clients and over 10,000 clinical trials

Exploration and production of hydrocarbons (180m barrels of proven reserves)

Offshore (85%) and Onshore (15%) 45% of sales in the Gulf of Mexico

World leader in eye care $6.5 billion turnover 300 clients and over 10,000 clinical trials

Market capitalization: $700 million EBITDA: $30 million Price: $17.00 per share Break-up fee: 3.5%

Market capitalization: $2.3 billion EBITDA: $571 million Price: $7.8 + 0.17 of stock in Apache for each

Mariner Energy Break-up fee: 2.5%

Market capitalization: $44 billion 2.8 of stock in Novartis for each Alcon Nestle will receive $180 per share for the

block of 52% (25% were acquired at $143 is a weighted average price of $ 168)

Strengthening the market for medical applications

Should benefit from Obama ‘s reform of the health system

Single asset in deep drilling Geographical complementarities

Novartis and Alcon have highly complementary product portfolios that cover more than 70% of the worldwide vision care: pharmaceuticals and surgical contact lenses

Eye care is a growing market because of significant needs of an aging population

Funding: No risk (Oracle has $13 billion in cash)

Antitrust: The deal is passed May 27 in second request to the United States. The risk focuses on the timing of review (the market is quite fragmented and dominated by Medidata)

Shareholder vote (June 22): low risk (friendly deal with a 30% premium)

Funding: $ 800 million (Apache has 2 billion on its BS)

Antitrust: HSR received May 3 Shareholder vote Mariner: very low risk given

the premium (45%) and recent events MAC clause: very restrictive definition,

excludes any particular event or change in legislation affecting the industry

According to the Swiss stock exchange regulations it only requires the approval of a majority shareholder (Nestle up to vote)

Legally, Novartis is not forced to improve its offer, despite the different treatment of minorities

However, we believe that Novartis will eventually raise its offer (employees hold 6% of capital + reputational risk)

Late of August 2010 Late of August 2010 Beginning of April 2011

Performance Discount to offer price: 2.5% Return: 10% annualised

Discount to offer price: 6% Annualized return: 25%

Discount to offer price: -8% (downside) Final bid-price: $168 per share Annualized return: 12%

Pre Event Driven Portfolio – Case Studies

12

International Power (IPR LN )

Key Figures

Activity

Potential Acquirers

Catalysts

Valuation

Mobistar (MOBB BB) Mead Johnson Nutrition (MJN US)

Electricity production 4 million customers in UK Gas 60%; Coal 20%; Other 20%

Mobile Telecommunication 3 operators in Belgium: Proximus (41%),

Mobistar (31%) and Base (28%) Main shareholder France Telecom with 52%

Baby food (the Enfamil brand) Former division of Bristol Myers Squibb (IPO

in February 2009 spin-off in December 2009) 60% of sales in emerging markets

Revenue 2009: £3.5 billion Market capitalization: £4.7 billion EBITDA: £1.5 billion (42.8% margin)

Revenue 2010: €1.7 billion Market capitalization: €3 billion EBITDA: €550 million (32% margin)

Revenue 2010: $3.1 billion Market capitalization: $13.5 billion EBITDA: $780 million (7.3% margin)

EV/EBITDA: 7x PER: 10x Yield: 4%

EV/EBITDA: 6x PER: 12x Yield: 6%

EV/EBITDA: 14x PER: 29x Yield: 1.6%

GDF Suez: Discussions late 2010 that were stalled after:

(1) price (2) operational structure

Strong geographical completion to other players, IPR is present in UK and Middle East

E.ON, Enel or Gas Natural

France Telecom: the new management (Stéphane Richard) is conducting a strategic review of investments

The group suffered setbacks after M&A: Teliasonera, Egypt, Switzerland, ...

Mobistar is a simple operation, readable, accretive and synergistic.

Nestle (just to collect $ 28 billion from the sale of Alcon)

Danone (turned down talks in 2009 - ideal for Numico)

Unilever (diversification into higher-growth segment such as personal care)

Heinz

The company represents a prime target in a deregulated country without protectionist barriers

Complex decision process in France given the ownership of GDF (State, Albert Frère, ...)

Very low valuation (plant replacement cost estimated to 380p)

Mature market for 3 operators Only mobile operator Limited capex costs High Yield pending buyout of minority

The stock has doubled since the IPO (results, growth)

Unquestionably the finest assets in the industry with consumer exposure / fertility in developing countries

Significant potential synergies for the purchaser (distribution networks, R & D, ...)

Upside Return on Investment: 25% Target price: €60/share (upside: 30%) Target price: $ 85/share (upside: 30%)

13

Classification UCITS III compliant fund

Investment universe Europe and North America

Performance Fee 20% above capitalized (EONIA)

Subscription Fee 2% maximum

Life Insurance eligibility Yes

ISIN Code Class A (EUR) : FR0011042514; Class E (EUR) : FR0011042472 Class B (USD) : FR0011042316; Class M (USD) : FR0011042498

Inception Date 1/06/2011

Type Event Driven

Minimum Subscription Classes A (EUR) , B (USD) : 100 k€ / 100 k$ Classes E (EUR) , M (USD) : 100€ / 100$

Redemption Fee 0%

Management Fee Classes A (EUR), B (USD) : 2.0% Classes E (EUR), M (USD) : 2.5%

Liquidity Daily

Custodian RBC Dexia Investor Services Bank France

Auditor KPMG

Fund Terms and Conditions

Recommended Investment Horizon 3 years

14

Solid and complementary experience in mergers and acquisitions, trading and asset management

Lionel Melka Co-Manager & Head

of Research

Lionel started his career in 1998 with Lazard Frères, where he undertook numerous M&A advisory engagements for blue chip clients (LVMH, Saint-Gobain, Casino, France Telecom, Thomson, Air Liquide, Kingfisher) in a large scope of situations: privatizations, friendly and hostile takeover bids, LBOs, asset disposals and IPOs Then he joined the M&A Department of Calyon, where he worked on various advisory assignments in the TMT-Defence team and LCF Rothschild in 2005 where he led many M&A cross-border assignments in various industry sectors.

Lionel is also a teacher at the University of Paris Dauphine, one of the leading academic institutions in Europe, in the fields of corporate finance, asset allocation and alternative investments.

Amit Shabi Co-Manager & Head

of Trading

Amit is an ex-commander of an analyst team in a military intelligence unit of the Israel Defense Forces. After completing 3 years of army service, Amit moved to Paris to pursue his studies and obtained a Master’s degree in

Finance from Sorbonne University. Amit Started his career in the strategy department of LCF Rothschild Asset Management. After this experience in traditional asset management, Amit worked in the Capital Markets divisions of MAN Group and

Cantor Fitzgerald as a sales of sophisticated financial instruments for hedge funds, institutional and HNWI investors.

Sebastien Dettmar

Co-Manager & Head of Risk Management

Sebastien started his career as research assistant in the Algebraic Geometry Laboratory of the Montpellier University of Science. He developed several models on the resolution of the singularities based on the works of Alexander Grothendieck.

In 2001, Sebastien joined LCF Rothschild Asset Management as Risk Manager (€15bn AuM) where he established the strategic direction, risk tolerance standards, and ethical culture for the asset management activities. After three years spent as Risk Manager of the company, Sebastien became Head of Quantitative Research.

Portfolio Managers (as at June 1st 2011)

www.b-dreyfus.com

Contact

15

Contact

Bloomberg

ISIN

Amit Shabi

Bernheim, Dreyfus & Co. SAS

45 rue de Courcelles

75008 Paris

Tel: +33-1-72-25-66-22

Fax: +33-1-76-73-28-10

Email: [email protected]

Class A (EUR) : FR0011042514 Class E (EUR) : FR0011042472 Class B (USD) : FR0011042316 Class M (USD) : FR0011042498

Class A (EUR) : DIVASYA FP Class E (EUR) : DIVASYBE FP Class B (USD) : DIVASYB FP Class M (USD) : DIVASYM FP

www.b-dreyfus.com

Bernheim, Dreyfus & Co. SAS – 45 rue de Courcelles – 75008 Paris – France

Tel: +33 (0)1 72 25 66 22

DIVA SYNERGY UCITS FUND

An Event-Driven Equity Strategy Targeting Absolute Returns

Disclaimer

The information set forth herein has been obtained or derived from sources believed by Bernheim, Dreyfus & Co to be reliable. However, Bernheim, Dreyfus & Co does not make any representation or warranty, express or implied, as to the information’s accuracy or completeness, nor can it accept any responsibility for errors appearing in this presentation. No liability whatsoever is accepted by Bernheim, Dreyfus & Co, its officers, employees or agents for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith. The information contained in this presentation shall not be considered as legal, tax or other advise nor does Bernheim, Dreyfus & Co recommend that the attached serve as the basis of any investment decision.

This document has been provided to you solely for information purposes and does not constitute an offer or solicitation of an offer, or any advice or recommendation, to purchase any securities or other financial instruments, and may not be construed as such. Any recipients of this presentation who intend to apply to shares are reminded that any such application may be made solely on the basis of the information contained in the offering memorandum (“OM”) of the relevant fund, which may be different from the information contained in this presentation. This document is being circulated by Bernheim, Dreyfus & Co on a confidential basis and is intended exclusively for the use of the person to whom it has been delivered by Bernheim, Dreyfus & Co and it is not to be copied, reproduced or redistributed, under any circumstances, to any other person in whole or in part. This document is subject to further review and revision.

This document is for information purposes only and the provisions of the OM of the Funds are the only binding documents. In the event of any inconsistency, between the descriptions or terms in this presentation and the OM the provisions of the OM shall prevail. All information in this presentation is subject to change without notice. The copyrights of this Presentation belongs to Bernheim, Dreyfus & Co.

Warning: Past performances are not a guarantee of future performances. The value of the units may decrease as well as increase. Any investment may generate losses or gains.

Overview of Diva Synergy UCITS

1

Diva Synergy is a UCITS III compliant Event Driven hedge fund investing in M&A situations in Western Europe and North America.

Key Facts About Bernheim, Dreyfus & Co.

Management Company

Bernheim, Dreyfus & Co. is a Paris-based, independent asset management company specializing in absolute return strategies, in which the team has strong expertise.

The objective of Bernheim, Dreyfus & Co., with regards to the Diva Synergy (UCITS) fund, is to offer investors a stable performance regardless of variations in markets with a combination of rigorous fundamental analysis and trading expertise.

The Portfolio Managers, Sebastien Dettmar, Lionel Melka and Amit Shabi bring together complementary skills and have over 40 years experience in trading, asset management and investment banking.

Bernheim, Dreyfus & Co.’s capital being wholly owned by its founders ensures independence.

Bernheim, Dreyfus & Co.

Strategy

The fund's strategy focuses on M&A situations The capital is deployed in two sub-strategies:

Merger Arbitrage (announced deals)

Pre-Event Merger Arbitrage (anticipated deals)

Structure UCITS III compliant

Target Return Absolute performance

Target Volatility 3 – 5 % annually

Portfolio Composition

40 to 50 stocks listed in Western Europe and North America, usually with a 1 to 10 billions euros market capitalization

Market neutral with market fluctuations covered through a zero beta adjustment

Highly liquid portfolio with on average 80% of positions smaller than 20% of daily average trading volume

Partners

Lionel Melka, Portfolio Manager

Former investment banker (Lazard, Calyon, LCF Rothschild) specialized in mergers and acquisitions. Advised numerous corporates on a large scope of situations: M&A, privatizations, IPOs…

Amit Shabi, Portfolio Manager

Previously worked in sales at LCF Rothschild and as an OTC derivatives sales at MAN Group and BGC Cantor Fitzgerald.

Sebastien Dettmar, COO

Former Risk Manager and Head of Quantitative Research at LCF Rothschild Asset Management.

The Diva Synergy Team

2

Auditor

Portfolio Manager

Lionel Melka

Portfolio Manager

Amit Shabi

Fundamental Research

Bénédicte Provost François Bourriguen

Vinh-Thang Hoang

COO

Sébastien Dettmar

Risk Controller

Antoine Chenevier

BERNHEIM, DREYFUS & CO

DIVA SYNERGY

Prime Brokers Administrator / Custodian

Regulator

Compliance

Legal

Distribution Europe

Investment Strategy

3

The investment strategy revolves around two pillars: Announced Merger Arbitrage (announced deals) and Pre-Event Merger Arbitrage (anticipated deals)

Portfolio Structure Portfolio Allocation

1. Announced Merger Arbitrage

Announced M&A Deals

2. Pre-Event Merger Arbitrage

Identify potential M&A targets

40 to 50 stocks listed in Western Europe and North America Market fluctuations systematically covered (Market-Neutral)

The structure of the portfolio and the allocation between the two strategies Pre-Event Merger Arbitrage and Announced Merger Arbitrage depends mainly on the level of volatility in the market. Higher market volatility results in higher risks which gives larger spreads and therefore makes the Announced Merger Arbitrage strategy more profitable than the Pre-Event Merger Arbitrage .

As illustrated below there is a clear correlation between the structure of our portfolio and the market volatility. At the end of 2008 when volatility – in terms of the VIX index – was above 40 more than 90% of the portfolio (managed by the same team, applying the same strategy) was invested in the Merger Arbitrage strategy.

Historical Portfolio Allocation

To achieve the target return and volatility, the allocation between the two strategies is adjusted depending on the economic cycle and market conditions

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Performance & Awards

4

The managers have received multiple awards from industry specialists:

Best Absolute Return Fund

Nominated in the Merger Arbitrage category

Nominated for the Best new Alternative Ucits Fund & Best Non-directional Hedge Fund over 3 years.

The performance figures contained in the previous table and graph are those of the Diva Synergy UCITS A-Class EUR. If necessary, missing figures are based on performances of another fund (Diva Synergy) managed by Bernheim, Dreyfus & Co. with the same performance objectives and the same investment process, or a combination of the two funds. Diva Synergy UCITS fund launch date: June 1, 2011.

Return since Inception 30.08%

3-yr rolling ann. Return 5.22%

3-yr rolling Volatility 3.06%

Sharpe Ratio 1.70

Beta vs. Eurostoxx50 0.09

Positive Months (%) 69%

0,1 6 % 1 ,8 5 % 1 ,7 6 % (3 ,1 5 %)

Jan Feb Mar A pr May Ju n Ju l A u g Sep Oct Nov Dec YT D

2007 2 ,4 3 % (1 ,8 0%) 2 ,4 7 % 1 ,8 5 % 0,3 3 % (1 ,4 1 %) 2 ,6 0% 0,3 0% (0,6 3 %) 4 ,7 7 % (1 ,4 6 %) 0,9 9 % 1 0,7 0%

2 ,3 2 % (0,4 6 %) (2 ,07 %) (0,9 5 %) (3 ,2 1 %)2008 (1 ,6 2 %) 1 ,6 4 %

2009 (3 ,7 6 %) (0,4 0%) 3 ,1 6 % 3 ,04 % 1 ,5 1 % (0,3 7 %) 1 ,03 % 1 ,04 %

(3 ,7 5 %) 1 ,3 8 %

(0,1 9 %) 0,1 2 % (0,1 5 %) 1 ,2 9 %

0,9 6 % 5 ,6 2 %

2010 1 ,2 9 % 0,1 2 % 0,2 7 % 0,5 3 % (0,8 6 %) 2 ,04 % 1 ,4 0% 1 ,06 % 3 ,08 % 0,1 4 % 0,03 % 0,2 8 % 9 ,7 5 %

0,3 2 % (1 ,7 5 %) 0,9 0%

1 ,2 9 %

1 ,2 8 % 0,8 6 % 0,8 7 % 2 ,6 3 %

2012 0,1 3 % 1 ,01 % 0,05 % 0,09 % 0,00%

0,2 0% 0,04 % (0,3 5 %) (0,3 8 %) (0,9 6 %)2011

Merger Arbitrage – Announced Deals

The Merger Arbitrage strategy revolves around acquiring shares in listed companies subject to mergers and acquisitions. The objective is to capture the value gap (spread) between the share price after the announcement and the price offered by the acquirer.


" Sure Thing "

Transactions whose probability of success is seen as virtually certain: the market has reached a consensus for the value and the risk

Very low risk

" Doubtful "

Transactions whose probability of success is seen as doubtful

High risk transactions with regulatory uncertainties and/or questionable

synergies

" Probable "

Transactions whose probability of success is seen as probable

Transactions with clear synergies but with contrarian views by market players of value and risk

Preference: Strategic deals with clear synergies, low financing and regulatory risks, where both target and acquirer have strong business models and with contrarian views by market players of value and risk


5

Trading Policy: Usually we increase positions when spreads widen – assuming our analysis has not changed

Hedging: Hedging is used in stock transactions by short selling the amount of the acquirers shares we will receive when deal close

Liquidity: Over 80% of the portfolio is invested in companies with a market capitalization of at least $500 million.

Tests: Reward/risk ratio – Focus on high reward/risk ratio deals. Overlapping deal closure dates to optimize the portfolio’s events calendar

Monitoring : Keep track of portfolio events Frequent use of trading limits Continuous review the investment thesis

Merger Arbitrage – Trading Strategies

The arbitrage spread evolves as a result of each transaction’s unique features. However, its evolution broadly belongs to one of 5 categories, each creating spot-on investment opportunities.

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Global Industries: Tight spread since annoucenement Bulgari: Spread convergences towards offer

Pharmasset: Tight spread widening Grande Cache Coal: Accident

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→ Few opportunities to « trade around » the position. → Spread tightens even more with financing announcement, antitrust or shareholders’ approvals. → Transform 10% spread into ≈8% due to position construction.

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→ Many opportunities to « trade around » due to spread fluctuations. → Enhance 10% annualized spread into ≈12% annualized.

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Medco: Wide spread tightening

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→ Many opportunities to « trade around » and add/remove to position. → Enhance 10% annualized spread into ≈12% annualized.

Publication by a short seller accusing the acquirer of fraud

Antitrust concerns and plaints from consumer groups

Concerns about a clause in the merger agreement

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21/07/2011 21/09/2011 21/11/2011 21/01/2012 21/03/2012

Spread Evolution Deal Description

July 21st 2011: Medco agrees to be acquired by Express Scripts for approx. $30bn in cash and stock.

Medco is a healthcare company which provides clinically-driven services for private and public employers in the United-States and internationally.

Express Scripts is a provider of pharmacy benefit management (PBM) services in North America.

Conditions: Majority approval of both companies’ shareholders Successful antitrust application (HSR review)

According to the Merger Agreement, no compensation was due by any party to the other one in case the deal failed to obtained antitrust approval.

The antitrust approval immediately became the deal’s main challenge.

Investment Rationale & Antitrust Case

Trading Strategy

On August 29th, the buyer entered into a credit agreement with Credit Suisse and Citibank for avoir $20bn, hence securing the whole transaction financing.

Although many different parties expressed concerns over the competitive prospect of the transaction, we remained convinced that the parties would receive approval: Arguments against cited a possible raise in prices since the combined group would represent

a 40% market share. We believe in the cost efficiency theory: the combined group would be perfectly positionned

to realized significant cost synergies and therefore offer lower prices. As anticipated, the deal receive antitrust approval on April 2nd and close shortly after.

Xs on the graph represent moments where we added to our long/shot position.

We initiated a very small position soon after the announcement of the transaction.

We then added to our position: In August 2011: spread widening due to

market volatility Late september: after reception of HSR 2nd

request We regularly added to the long/short

position afterwards, as market confirmed our thesis and the spread tightened.

The position gained approx. 15% or above 20% annualized.

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Deal Rationale

The logic behind the transaction was the realization of significant cost savings and synergies, greater efficiency in the supply chain and optimizing the response to the changing healthcare environment. Shareholders approval was never an issue as it would benefit both companies.

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Merger Arbitrage Trade – Medco

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The Pre-Event strategy consists of identifying potential M&A targets through a rigorous investment process

Investment Process Comments

Target Universe 1000 companies of appropriate size in North America and Europe

Hot Sectors

100 potential targets within the sectors identified for a potentially high degree of M&A activity

Under Our Radar 300-400 potential targets under daily

monitoring

Identifying Buyers Identification of interested buyers with

cash and a need for external growth

Portfolio

Hedged against market risk Mainly companies whose market capitalization is between 1 and 10 billion euros

Investment criteria: Companies listed in Western Europe and North America, usually with a $ 1 to $10 billions market capitalization

The selection criteria are both fundamental (consolidation within an industry, strategic or regulatory pressure, similar to a target of recent mergers and acquisitions ...) and technical (abnormal returns, unusual volume / volatility)

Currently we anticipate strong M&A in the pharmaceutical, energy and technology industries among others,

Identification of potential buyers is based on criteria such as: Level of cash on balance sheet, need for external strategic

growth, etc. Companies that could generate synergies and cost savings

and/or unlock other value

Trading Policy: the size of the position normally starts small and is built up when the stock price increases, which we consider as an indication that the market aligns with our scenario.

Hedging: the positions are covered by short selling index futures to obtain a zero beta adjustment (ie, "market neutral"). Liquidity: over 80% of the portfolio is invested in companies with a market capitalization of at least $500 million. Risk Controls: stop-losses at 10% downside of the traded pair (long equity – short index)

Pre-Event Merger Arbitrage – Anticipated Deals

Company Description

SonoSite is medical equipment company based in Seattle (United States)

It is the global leader in point-of-care ultrasound devices, a new kind of medical equipment far smaller than traditional ultrasound systems. The company went public in 1998 after being spun off from ATL Ultrasound, subsequently acquired by the Dutch manufacturer, Philips Medical Systems

The company counts more than 60,000 systems installed worldwide and its devices are used in over 20 different medical specialties: from anesthesiology, to cardiology, orthopedic surgery or sports medicine.

SonoSite grew to being a company with around $250m in annual sales along 4 international divisions. It has operations in 20 different segments, among which unique partnerships with the U.S. Army in field medicine or major professional sports events.

Investment Rationale: a groundbreaking proprietary technology in an industry dominated by heavyweights

SonoSite offered everything of a potential takeover: scarce assets, strong potential and big potential buyers: High-growth market both in the U.S. and internationally as the company’s proprietary technology and products are progressively adopted by

physicians. It had recently launched a new product and was expected to present a complete new product cycle over the next 18 months. The company had also boosted its sales force.

Favorable industry trends: ageing population also played in favor of SonoSite’s products (number of 60 year-old and over expected to 3x over the next 40 years). With its cost-cutting technology and products, SonoSite was also perfectly positioned to benefit from budget constraints in the medical industry.

A sound financial position: high growth, Capex driven by tactical marketing spending to increase reach and higher expected margins due to product cycle enhancement and integration of recent acquisition.

Many potential buyers: the medical imaging industry is dominated by several huge players such as GE Healthcare, Philips, Samsung, Siemens or even the Chinese maker of medical equipment Mindray. All of them could benefit from acquiring SonoSite’s technology and had the power to do so. We believed that SonoSite could attract offers between $50 and $60 per share (we entered around $40).

→ On December 15th, the Japanese FUJIFILM announced a $54 per share offer for SonoSite (at the middle of our expected range). → With the subsequent arbitrage (very tight spread due to the premium and the quality of the buyer), the position generated a 30%+ return over 4 months.

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03/10/2011 03/11/2011 03/12/2011 03/01/2012 03/02/2012 03/03/2012

SonoSite

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Offer

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position construction

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Pre-Event Trade – SonoSite

Risk Management

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Position Sizing

Sizing is determined by liquidity, the downside risk and the ability to hedge undesired risks We aim to avoid crowded trades We systematically cover all risks (currency, interest rate, ...) other than those inherent to the strategy (mainly the non-

occurrence of an anticipated event)


Bloomberg, Finmatrix® Robust proprietary risk management tools (real time position tracking management tools, real-time profit and loss

calculation, cross asset class risk consolidation, scenario analysis, etc.)

Internal Risk Monitoring

The team has real time access to exposures by sub-strategy, geography, currency and other exogenous or macro factors often difficult to predict

Crowded, illiquid or high-risk trades (when any), are segregated and very closely monitored Strict stop-loss policy

Ratio d'engagement limité à 100% 45,6%

Ratio d'exposition limité à 200% 91,5%

Ratio d'engagement

Ratio d'exposition

Complete suite of proprietary tools (positions, internal limits, regulatory ratios, reconciliation, expositions, etc.):

Competitive Advantage

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Experienced Management Team

Complementary profiles in mergers and acquisitions, trading and asset management A thorough knowledge of several industries An extensive network of contacts established over the years

A Focus on Discipline

A rigorous investment process Strict buying and selling policies Ongoing monitoring of performance indicators and portfolio risk

Proven experience

A good understanding of complex transactions Corriente/Resources; Apache/Mariner; Hospira/Javelin

An in-depth understanding of the EU Antitrust process Oracle/Sun Microsystems; Intel/McAfee; Tom Tom/Tele Atlas; Nokia/Navteq

A good understanding of the dynamics of hostile transactions Kraft/Cadbury; Sanofi/Genzyme

A solid track-record of identifying potential M&A targets Solvay/Rhodia; International Power/GDF Suez; Rio Tinto/Alcan

Nimble Approach to Risk BHP Billiton/Potash; BASF/CIBA

Tactical Flexibility

The team's expertise in fundamental analysis, trading and investment behavior, allows it to make a quick reading of the market and adjust the portfolio accordingly

Unique Portfolio Construction

Dynamic optimization of the portfolio allocation between the two strategies (Merger Arbitrage and Pre-Event Driven) to achieve the target return and volatility regardless of the business cycle and market conditions

An Uptick in M&A Activity

Corporate balance sheets are flushed with cash (approx. $2.2 trillion in the U.S. and $1.1 trillion in Europe) Private Equity is sitting on massive amounts of capital ready to be deployed and levered multiple times (about $500bn) Interest rates remain low and friendly as to M&A transactions financing Public companies valuations are reasonable across the markets, the European situation is providing plenty of

opportunities for interested acquirers Companies’ ability to grow organically remain challenged and external growth in the current environment is cheaper and

faster The macroeconomic uncertainties remain the last hurdle for a pick-up in M&A activity. However, the new class of leaders

in Europe and the rest of the world seem now committed to finding a quick solution.

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Classification UCITS III compliant fund

Investment universe Europe and North America

Performance Fee 20% above capitalized EONIA

Subscription / Redemption Fees 2% maximum / 0%

Life Insurance eligibility Yes

ISIN Code Class A (EUR) : FR0011042514; Class E (EUR) : FR0011042472 Class B (USD) : FR0011042316; Class M (USD) : FR0011042498

Inception Date June 1st, 2011

Type Event Driven

Minimum Subscription Classes A (EUR) , B (USD) : 100 k€ / 100 k$ Classes E (EUR) , M (USD) : 100€ / 100$

Management Fee Classes A (EUR), B (USD) : 2.0% Classes E (EUR), M (USD) : 2.5%

Liquidity Daily

Administrator / Custodian RBC Dexia Investor Services Bank France

Auditor KPMG

Fund Terms and Conditions

Recommended Investment Horizon 3 years

Bloomberg Ticker Class A (EUR) : DIVASYA FP ; Class E (EUR) : DIVASYE FP Class B (USD) : DIVASYB FP ; Class M (USD) : DIVASYM FP

Contact Information Bernheim, Dreyfus & Co | 45, rue de Courcelles, 75008 Paris, France Tel: +33-1-72-25-66-22 | Email: [email protected]

Prime Brokers Newedge / Bank of America Merrill Lynch

Documents

Diva Arbitrage Fund Presentation