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

Administrator

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

Astraea

Astraea is a cooperating group of individuals and companies including Astraea Limited, a private limited company. Its principal actvity is information, commentary and education. It is located at www.astraea.net.

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

[2004]

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.

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.

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.

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.

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

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.

Astraea Limited

US$ or US Dollar(s)

The lawful currency of the United States of America.