HarbourVest Global Private Equity Limited Terms of ...

1 HarbourVest Global Private Equity Limited (the Company ) Terms of reference for the audit and Risk CommitteeApproved 18 October 2018 DEFINITIONS Board board of directors of the Company HVP HarbourVest Board hereby resolves to establish a committee of the Board to be known as the Auditand Risk Committee (the Committee ). function of the Committee is to ensure that the Company maintains high standards of riskmanagement, integrity, financial reporting and internal Committee shall be appointed by the Board and shall consist of a Chairman and at leasttwo other members, all of whom shall be independent non-executive directors of theCompany with no links to the Company s external auditors.

2 The chairman of the Board shallnot be a member. At least one member shall have recent and relevant financial experienceand must have competence in accounting or auditing, or both. The Committee as a wholeshould have competence relevant to the sector in which the Company operates. A quorumshall be two Chairman of the Committee shall be appointed by the Board. The position of theChairman of the Committee will be reviewed on an annual basis by the Committee shall meet no fewer than three times a year, held to coincide with key datesin the financial reporting and audit sufficient interval should be allowed between audit Committee meetings and main Boardmeetings to allow any work arising from the audit Committee meeting to be carried out andreported to the Board as members of the Committee shall have the right to attend Committee meetings, however.

3 Other individuals such as the chairman of the Board and other Directors may be invited toattend all or part of any meeting as and when Committee may ask representatives of HVP, the Company Secretary, brokers and otherservice providers to attend meetings, either regularly or by invitation, but invitees shall haveno right of Committee will meet the external auditor at least once a year (by telephone or in person)without non-independent directors or HVP Company s designated Compliance Officer and Money Laundering Compliance Officerwill be invited to attend meetings of the Committee at least once may be held more frequently if the Committee deem necessary or if requested byany member, or the Company s auditors, Compliance Officer or Money Laundering otherwise agreed, notice of each meeting confirming the venue, time and date togetherwith an agenda of items to be discussed.

4 Shall be forwarded to each member of theCommittee, any other person invited and all other Directors, no later than five working daysbefore the date of the meeting. Supporting papers shall be made available to Committeemembers and to other attendees as appropriate at the same time wherever possible to enablefull and proper consideration to be given to Company s auditors shall be advised of the timing of Committee meetings to consider theCompany s annual accounts and at any meeting the Committee shall have access to theauditors if it so requires.

5 The Committee shall meet with the external auditors at least twiceeach year, once at the planning stage, where the scope of the audit will be considered, andonce post audit at the reporting stage, and shall ensure that any auditor s management lettersand management s responses are reviewed. The Company s auditors may request a furthermeeting if they consider one Committee shall also have direct access to the compliance officers of the Company sservice providers if deemed necessary or Company Secretary shall be the secretary of the Committee and attend all meetings.

6 TheCompany Secretary shall ascertain, at the beginning of each meeting, the existence of anyconflicts of interest and minute them of Committee meetings shall be circulated promptly to the Chairman of theCommittee and then made available to all members of the committee and all directors. TheCommittee Chairman may authorise the circulation of the minutes or extracts thereof to otherattendees of any meeting or third parties in his absolute Committee Chairman shall report formally to the Board on its proceedings after eachmeeting on all matters within its duties and Committee shall make whatever recommendation to the Board it deems appropriate onany area within its remit where action or improvement is may be held outside Guernsey, however.

7 Where the Committee will be makingimportant decisions concerning the business of the company, meetings should not be held inthe United GENERAL MEETING ( AGM ) Chairman of the Committee, or, in his or her absence, a duly authorised representative ofthe Committee, shall be available at the AGM of the Company to answer questions on theseparate section of the annual report describing the Committee s activities and matters withinthe scope of the Committee s Committee is authorised by the Board to investigate any activity within its Terms ofreference.

8 It is authorised at the Company s expense to obtain outside legal or otherindependent professional advice and to secure the attendance of outsiders with relevantexperience and expertise as it considers Committee shall:(a) have access to sufficient resources in order to carry out its duties, including access tothe Company Secretary for assistance as required;(b) be provided with such training as shall be deemed appropriate, both in the form of aninduction programme for new members and on an ongoing basis for all members;(c) give due consideration to laws and regulations, the provisions of the Association ofInvestment Companies ( AIC ) Code and the requirements of the UK Listing Authority sListing, Prospectus and Disclosure Guidance and Transparency Rules and any otherapplicable Rules, as appropriate.

9 (d) to have the right to publish in the Company s annual report details of any issues thatcannot be resolved between the Committee and the monitor the integrity of the financial statements of the Company, including itsannual and half-yearly reports and any related formal statements, such as preliminaryannouncements, and to review, and report to the Board on, the significant financialreporting issues and judgments which they contain, having regard to matterscommunicated by the auditor; report its views to the Board if it is not satisfied with any aspect of the proposedfinancial reporting by the Company; relation to , in particular to review and challenge where necessary:(a) significant accounting policies and practices, and any changes to them and anysignificant estimates or judgements;(b) the methods used to account for significant or unusual transactions wheredifferent approaches are possible.

10 (c) whether the Company has adopted appropriate accounting policies and, wherenecessary, made appropriate estimates and judgements, taking into account theviews of the auditor;(d) the Company s policy in relation to the valuation of investments includingunquoted or other unusual investments;(e) the clarity and completeness of disclosure in the company's financial statementsand consider whether such disclosures made are properly set in context;(f) all related information presented with financial statements, including the strategicreport, long term viability and corporate governance statements relating to theaudit and to financial risk management;(g) significant adjustments resulting from the audit ;(h) the going concern assumption and any statement regarding the future prospectsor longer-term viability of the Company.