Glossary

Acquisition Cost

The cost of acquiring a Holding including any expenses incurred in acquiring or protecting the Holding.

Administrator

Agreement

The subscription agreement (including schedules) between Shareholders of The Fund constituting The Fund and to be entered in to at the Closing.

Astraea

Astraea Limited, a private limited company.

Capital Contribution

In respect of each Shareholder, the amount of the capital of The Fund contributed by or credited to that Shareholder.

CIMA

Closing

[2003]

Commitment

In respect of each Shareholder, the aggregate of the Capital Contribution advanced or agreed to be advanced by such Shareholder (whether or not it has been or may still be drawn down and if drawn down whether or not repaid in whole or in part).

Commitment Period

The period commencing on the Closing Date and ending on the second anniversary of the First Closing Date.

Committed Funds

The total amount of Commitments of all the Shareholders.

Custodian

Employed Funds

The aggregate of the Acquisition Cost of all Holdings still held by The Fund.

Extraordinary Resolution

A resolution by The Fund requiring at least 75% of The Fund votes cast to be in favour of the resolution.

The Fund

The Fund, a company to be formed with the purpose of making investments in businesses demonstrating globally responsible management initiative.

GR, Globally Responsible

GR means globally responsible. It means balancing the demands of economic and financial survival and growth with the demands of ethical and environmental survival and growth.

Being globally responsible is a way of doing business that accounts for externalities and operates within normal parameters of natural systems. "Do unto others as you would have them do to you" applied to humanity and the biosphere on individual and global scales.

Being globally responsible means being inclusive, rather than exclusive, however, some commercial activities are inherently globally irresponsible such as nuclear power and military activities.

Globally Responsible Initiative, GRI

GRI means globally responsible initiative. It is a behaviour change to more sustainable methods. GRI supports sustainable development.

GRI may be manifested in a product or service or its delivery, and/or in a business's culture or business model.

Examples of GRI include the Earth Charter Initiative chaired by Mikhail Gorbachev, alternative energy businesses like Vestas and Ballard, organic production, donationware, Siemens' web based knowledge system.

Information Memorandum or Memorandum

This document or any part of this document indicated by the contents in the left margin. Issued by Astraea from time to time amended and published on the world wide web (originally drafted in March 2001 and issued in March 2003) and any printed versions of this document or part of this document.

Initial Public Offering or IPO

The first time the equity shares of a private company are offered publicly to investors as a precursor to a listing.

IRR or internal rate of return

The interest rate at which a stream of cash flows must be discounted to yield a net present value of zero, measured in percent.

Last Closing Date

The final date by which new Shareholders may be admitted to The Fund. This date is to be determined by the Directors.

LOHAS

Lifestyles of Health and Sustainability, a term used to describe a marketplace populated by consumers that focus on value for money and that value sustainability. (About LOHAS from LOHAS journal.)

Liquid Assets

Cash on hand or on deposit and investment grade debt securities with an original maturity of less than 366 days and rated A1-A3 by Standard and Poors or P1-P3 by Moody’s.

Listing

Relevant shares or other securities that have been admitted to listing, or permission has been granted to deal in the same, or such shares or securities have been listed, registered or are regularly dealt in, on any officially sanctioned stock or investment exchange, and the term "listed" shall be construed accordingly.

Manager

GRI Equity Management Limited, a wholly owned subsidiary of The Fund.

Major Shareholder

Any Shareholder which has a Commitment of US$ 5,000,000 or more.

Ordinary Resolution

A resolution of the Shareholders passed by a simple majority of votes being cast in favour of the resolution.

PE

Private equity and/or venture capital.

Probability Threshold

A statistical term indicating that the time horizon for predictions is too great to make any statistically significant discrimination between possible outcomes. For example, the probability threshold for weather forecasting is about 5 days, even with perfect information.

Shareholder

A legal person registered as owner of shares of The Fund.

Holding

Any investment acquired by The Fund. A Target Holding is a potential investment that may or may not be acquired by the Fund and may be at any stage of screening.

The Securities

Interests in The Fund.

Special Resolution

A resolution requiring the consent of all Shareholders except that of the Sponsor.

Sponsor

Astraea Limited

US$ or US Dollar(s)

The lawful currency of the United States of America.

VC

Venture capital and/or private equity.

General Terminology

Corporate Social Responsibility (CSR)

The integration of business operations and values whereby the interests of all stakeholders including customers, employees, investors, and the environment are reflected in the company's policies and actions.

Double Bottom Line

Refers to a balance between a company's social and financial return.

Social Venture Capital

Funds raised to support economic ventures with a focus or mission involving the improvement of society.

Stakeholder

Anyone who is affected by or who has an affect on an organization.

Triple Bottom Line

Refers to a balance between a company's social, environmental, and financial return.

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Community Investing

Affordable Housing

Initiatives community lending used to build or rehabilitate housing for low-income families. Loans are usually accompanied by supportive programs helping individuals secure and repay mortgages.

Community Banks

For-profit, insured banks or savings institutions that target low-income people or others who lack adequate access to financial services. Given the typically low to moderate-income customer base of development banks, they often depend on additional deposits from outside of the community to fund their lending activity.

Community Development

Lending supports non-profits and cooperatives that are working directly with disadvantaged populations and communities to develop enterprises that provide core social resources, such as health services and daycare centers.

Community Development Financial Institution (CDFI)

Community banks, credit unions, loan funds, and microcredit institutions.

Community Development Loan Fund (CDLF)

A non-profit organization providing loans to undeserved communities at below market rates for affordable housing, small businesses, and community facilities.

Community Investing

Investment programs, which support development initiatives in economically challenged communities through community-based financial institutions such as development banks, loan funds, and community credit unions.

Cooperative Lending

A group of entrepreneurs form a cooperative whereby the group disburses loans to members and each member has ownership for the ventures.

Informal Sector

Non-registered, but legal enterprises or under-the-table businesses such as street vendors and babysitters.

Microcredit

Small, low interest loans to low-income entrepreneurs who have little or no collateral.

Microfinance Institutions

Organizations that provide small amounts of capital, often as little as $50 in developing countries, to people with little or no collateral so they can avoid usurious rates. Also gaining recognition in U.S. communities as well, although micro-loan amounts are considerably higher there.

Peer Lending Groups

A group of entrepreneurs who receive formal loans typically through an intermediary such as a non-profit organization. Group accountability ensures successful loan repayment and members gain access to credit.

Revolving Loan Fund

Within a group of entrepreneurs, a loan is made and must be paid back in full before a second loan is granted to another member of the group. In some cases group members will provide the funds rather than an outside funding source.

Small Business Development

This category of lending assists low-income people in disadvantaged communities to start or increase the scope of their own businesses by providing loans generally over $25,000.

Social Investing

The act of making investment decisions to achieve social as well as a financial return.

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Shareholder Activism

Corporate Governance

The balance of power within corporations that determines who controls company policy among the Board of Directors, corporate executives, and shareholders, and often challenged by the latter through shareholder activism.

Divestment

Discontinuing investment in a corporation because of social concerns.

Proxy Ballot

Used in voting on shareholder resolutions. All proxies not submitted are considered in accordance with management's recommendations.

Shareholder Activism

Investor efforts to submit and vote proxy resolutions as a means of influencing company behavior.

Shareholder Resolutions

Method by which stakeholders attempt to change corporate policies and practices.

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Social Screening

Affirmative Screening

The act of investing in companies with values aligned with your own. Examples include investments in companies with good minority hiring records, good environmental records, or good community relations.

Best of Class

A positive approach to screening employed by some mutual funds and money managers, which includes the social and environmental leaders among each industry, even those with many challenges such as the oil industry.

Child Labor

Employment of children, generally under the age of 15 or below the compulsory schooling age, often under hazardous or harmful working conditions and at the cost of the children's physical, educational, and psychological development.

Exclusionary (negative) Screen

An ethical criteria that may disqualify companies for consideration of investment.

Index

A means of measuring the performance of a financial market or a sector of a market by calculating the prices of its constituents.

Prospectus

A document that contains complete information detailing the financial condition of a fund, including management fees and expenses.

Screening

The inclusion or exclusion of corporate securities in investment portfolios.

Social Auditing

The process whereby an organization can account for its social performance, report on and improve their performance. It assesses the social impact and ethical behavior of an organization in relation to its aims and those of its stakeholders.

Sweatshops

Production factories often marked by low wages, inadequate working conditions, overcrowding, poor health conditions, and long hours.

Vendor Standards

Workplace and human rights standards employed by corporations to assure that their products provided by supplier factories overseas are not tainted by sweatshop conditions, child labor, or other labor abuses.