SecProbe.io

April 29, 2025
VIA E-MAIL
Mr. Brad A. Green, Esq.
Kirkland & Ellis 601 Lexington AvenueNew York, NY 10022
    Re:  Adams Street Private Equity Navigator Fund LLC (the “Fund”)
         File Nos. 333-286321 and 811-24072
Dear Mr. Green:
On April 1, 2025, you filed a registration statement on Form N-2 (“Registration
Statement”) on behalf of Adams Street Private Equity Navigator Fund LLC. (the “Fund”) to register shares of the Fund. Our comments are set forth below. For convenience, we
generally organized our comments using the headings, defined terms and page numbers
from the registration statement.  Where a comment is made with respect to the disclosure in one location of the filing, it applies to all similar disclosure found elsewhere.  Please note that we may have more comments after reviewing your responses. All references to page numbers in this letter refer to the pagination of the registration statement unless otherwise noted.
PROSPECTUS
COVER PAGE, Pages 1-3
1. The second sentence of the second paragraph on the Cover Page states that the Fund
seeks to provide access to "high quality private markets asset classes.”  Because quality
generally refers to specific investments, please consider rephrasing this throughout to
“investments” rather than asset classes.
2. The disclosure in the third paragraph of the first page references the reorganization of the
“predecessor fund” with and into the Fund. In correspondence, please provide additional
information related to the reorganization, including whether any exemptive relief is required in order to effect the reorganization. If you are relying on the GuideStone Letter, please explain any differences and similarities between the facts underlying the
reorganization of the predecessor fund into the fund and those in the Guidestone Letter.
Please explain why the predecessor fund did not itself register as a fund and instead reorganize into the Fund. If you are relying on the Guidestone letter, please confirm in

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   correspondence each of the representations contained in the Guidestone incoming letter or
identify any representation in the Guidestone letter that the Fund cannot make and the reasons why.
3. The third paragraph of the first page discloses the predecessor private fund.  Please
disclose more clearly that this is a private fund converting into a registered fund and not an acquisition of the private fund by this Fund, if that is the case.
4. Please provide an analysis addressing the applicability of Reg S-X § 6-11 to the
transaction described in the third paragraph of the Cover Page to the Registration
Statement and address the following in your response:
a) Whether the transaction meets the definition of a fund acquisition as defined in Reg
S-X § 6-11(a)(2); and
b) Please describe to us any financial statem ents of the Predecesso r Fund, including the
periods presented in the financial statements, that will be included in the registration
statement of the Fund.  Please explain to us the timing of when these financial statements will be included in the Registration Statement.

5. Please add a bullet to the Cover Page risk disclosure on Page 2  that states “An investor
will pay a sales load of up to [_]% and offering expenses of up to [_]% on the amounts it
invests. If you pay the maximum aggregate [__]% for sales load and offering expenses, you must experience a total return on your net investment of [__]% in order to recover these expenses.”
6. The first bullet point on Page 2  of the Cover Page discloses that the shares will not be
listed and then discusses that the Fund may offer to repurchase shares from time to time.
Please add after the last sentence to this bullet point qualifying disclosure that the Board is
not obligated to approve, or the Fund to conduct, such quarterly share repurchases.
7. Page 80  of the Registration Statement discloses that distributions could be paid from use
of leverage, offering proceeds or payments by the adviser (“Adviser”).  Given that disclosure, please add a bullet point after the fourth bullet point on Page 2  of the Cover
Page to the effect that "The Fund may pay distributions in significant part from sources
that may not be available in the future and that are unrelated to the Fund's performance,
such as from offering proceeds, borrowings, and amounts from the Adviser that are subject to repayment by investors."
8. The final paragraph of Page 2  of the Cover Page includes disclosure about the Fund’s
underwriter.  Please include the offering table required by Item 1(g) of Form N-2.

SUMMARY OF OFFERING TERMS, Pages 1-14
9. The first paragraph on Page 1  of the section entitled “SUMMARY OF OFFERING
TERMS” discloses that investors should consult other information before making an investment decision, including the limited liability company agreement “Limited Liability
Agreement.” Please confirm to the staff that the material terms of the Limited Liability
Agreement are disclosed in this Registration Statement. Also, please add a statement after

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   this sentence stating that the material terms of the Limited Liability Agreement are
discussed in this Registration Statement and provide a cross reference to where this discussion is located.
Investment Objective and Strategy, Pages 2-3
10. The second paragraph of the section entitled "Investment Objective and Strategy"  on
Page 2  includes generalized disclosure about Fund investments that "are expected to be
include[d]" to define the terms “Direct Investments", “Primary and Secondary
Investments" and "Fund Investments" which are then tied to the Fund’s 80% policy on Page 2 . These comments refer to the disclosure in this paragraph:
a) The first sentence of this paragraph states that the Fund intends to provide
shareholder access to “high qua lity private market asset classes.” B ecause there are
no quality restrictions on debt or equity interests the Fund could purchase and quality generally refers to characteristics of specific investments ( i.e., U.S. government
securities or senior debt), please rephrase this sentence to explain what asset classes
the Fund is identifying as high quality and the basis for that statement or rephrase this
sentence to accurately reflect characteristics of the Fund’s investments consistent with the risk disclosure in the Registration Statement;
b) The second sentence of this paragraph states that the Fund’s investments are expected
to include certain instruments.  Please confirm to the staff that the instruments
discussed in this section are complete and, if so, please remove qualifiers such as “expected to include” with a more definitive statement of the Fund’s principal strategies;
c) The second paragraph under this section on Page 2 defines investments in “private
equity funds” as “Primary and Secondary Investments”, whereas the fourth paragraph (under the sub-heading “Primary and Secondary Investments”) defines “Primary and Secondary Investments” as “private funds”.  Please reconcile.  Please also revise the
disclosure to consistently define this term and disclose whether the Fund will be
limiting its investments to private equity f unds or if the Fund will be investing
generally in private funds;
d) Please confirm to the staff that the phrase "third-party managers" in subparagraph (i)
refers to managers that are unaffiliated with the Fund or its Adviser, and if so,
disclose that in an appropriate part of the Registration Statement;
e) Please define in an appropriate place in the Registration Statement how the Fund
defines a “private company” for purposes of sub-paragraph (ii) ( i.e., a company that
has no class of securities registered or listed under the securities laws of the relevant
jurisdiction or some other criteria);
f) Subparagraph (ii) of the second sentence uses a defined term "Fund Investments" to
refer to "Direct Investments" and "Primary and Secondary Investments" but the
Fund's 80% policy on Page 2  refers to the term “Private Equity Investments."  Please
explain supplementally to the staff whether the term "Fund Investments" refers to a broader universe of private asset investments that the Fund can invest in as part of the 20% bucket or what the defined term "Fund Investments" relates to.  If the term
“Fund Investments” broadly defines all investments that the Fund can invest in,

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   consider breaking that out in the discussion of the Fund’s 80% investment policy on
Page 2 .

11. The third paragraph of this section on Page 2  discloses that the Fund will seek broad
diversification across geography . . ..”  Because this Fund is non-diversified, please
include a sentence disclosing that and what that means ( e.g., that the Fund could be
invested to a greater degree in individual issuers ). The last sentence of the third full
paragraph on Page 19 states that the Fund will invest predominantly in the United States
but could invest globally.  Please define what you mean by diversification across
geography if the Fund will invest predominantly in the United States.
12. In the second bullet point under the sub-section en titled "Primary and Sec ondary
Investments" on Page 2 , a Secondary Investment is defined as an investment through a
secondary purchase of a Portfolio Fund "or asset." The following comments relate to this
disclosure.
a) Please reconcile the disclosure in this bullet point that a Secondary Investment could
include investments through a secondary purchase of a Portfolio Fund "or asset" with
the disclosure in the subparagraph (i) of the second paragraph of this section that refers
solely to primary and secondary investments as investments in private equity funds.
b) If Primary and Secondary Investments include investments in other “assets,” please
disclose what other “assets” would be considered Primary or Secondary Investments.
The staff could additional comments based on your response.
c) Please clarify if the Fund looks through a Portfolio Fund to its underlying assets to
determine if the Portfolio Fund invests in securities or interests of private companies.
d) The term "Primary Investment" includes investments in a Portfolio Fund “which has
yet to invest a substantial portion of its capital in underlying portfolio companies".
Please note that unfunded commitments may not be counted towards the Fund's 80% policy under Rule 35d-1 of the Investment Company Act of 1940 (“1940 Act”).

13. The following comments relate to the disclosure in the sub-section on Page 2  entitled
“Direct Investments.”
a)  Please confirm to the staff that the first sentence refers to investments in private
companies as referenced in sub-paragraph (ii) of the second paragraph and, if so, please consider adding the word “private” before the word “companies”.
b)  The first bullet point of this section refers to equity or "equity-like" investments.  In
an appropriate place in the registration statement define the phrase "equity-like" investments;
c) The second bullet point defines a “Co-Investment” as an investment in a Portfolio
Fund or sponsored transaction which w ill primarily constitute equity or equity-like
instruments. Because Co-Investments are part of the defined term for the Fund's 80%
policy on Page 3 , please explain and clarify:
i. whether debt instruments could be a Co-Investment and count towards
the Fund's 80% investment policy as Co-Investments are not excluded from the 80% policy as Private Credit Investments are on Page 3 ; and

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   ii. if debt securities of Co-Investments are part of the F und's 80% policy,
whether the parenthetical is an additional investment policy of the Fund or how it relates to the Fund’s 80% policy on Page 3 .
d) The third bullet on Page 2 defines a “Private Credit Investment” as an investment in
senior or subordinated debt, and includes a parenthetical that this term does not include equity investments that are otherwise structured as credit for tax or regulatory
reasons.  Please define what the Fund means by this parenthetical in an appropriate
place in the registration statement.
14. The inclusion of the second full paragraph on Page 3  before the Fund's 80% policy
divides the recitation of the Fund's principal strategies.  Consider moving this to an appropriate part of the registration statement.
15. Please explain supplementally to the staff and disclose how factors (i)-(ix) in the second
paragraph on Page 3  are relevant to an investment’s classification as one of the sub-
categories of investments in relation to the compliance with the Fund’s required 80% policy.
16. The third full paragraph on Page 3  excludes “publicly listed private equity investments”
from the Fund’s 80% investment policy.  Please explain supplementally to the staff and
disclose in an appropriate place in the registration statement what constitutes a “ publicly
listed private equity investment”, and please provide the staff with some examples.
17. Please clarify whether the Fund could invest in publicly listed private equity investments
and Private Credit Investments as part of its 20% allocation.  Please confirm that all
investments that could be utilized as a principal strategy in the F und’s 20% allocation are
disclosed.
Performance Information, Page 3
18. The second sentence of the first paragraph of the section entitled "Performance
Information"  on Page 3  states that the Fund's fees and expenses will be higher than the
Predecessor Fund based on "among other things" the fact that the Predecessor Fund was
not subject to the restrictions of the 1940 Act.  Please identify the other factors that are resulting in this Fund having higher fees than the Predecessor Fund in an appropriate place in the Registration Statement or remove the partial explanation of why the Fund’s
fees will be higher.
19. Please bold the third sentence of the first paragraph of the section entitled “Performance
Information”  on Page 3 .
Risk Factors, Pages 3-4
20. This section discloses that the Fund is subject to substantial risks and the second sentence
of the first paragraph states that Adviser will attempt to moderate any risks. Please
confirm that the Adviser will seek to moderate all risks and disclose in an appropriate
place in the Registration Statement how the Adviser will attempt to moderate these risks. If this phrase is left in Summary Risk disclosure, please include a cross reference to the section of the Registration Statement where these risk mitigation strategies or techniques
are discussed.

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   Tender Offers, Pages 10-11
21. Rule 14e-8 under the Securities Exchange Act of 1934 prohibits announcements of tender
offers without the intention to commence such offers within a reasonable time. Please
revise the Registration Statement here and in the section entitled “Repurchases of
Shares”  on Pages 77-80  to limit the discussion of tender offers to general information
like how tender offers will be funded, any general frequency ( i.e., quarterly, semi-
annually, annually, etc.), the effect that share repurchases and related financings might
have on expense ratios and portfolio turnover, the ability of the Fund to achieve its investment objectives, and potential tax consequences to investors. The staff believes that specific procedures that the Fund currently intends to follow at the time it makes a tender
offer, such as how the price to be paid for tendered shares will be determined, how long
the offer will remain open, and when payment will be made are more appropriate to disclose in the tender offer documents sent to investors when a definitive tender offer is made.
Credit Facility, Page 12
22. The second paragraph of the section entitled “Credit Facility”  on Page 12  discloses that
the Fund intends to enter into a credit facility with two SPVs that are wholly owned by the
Fund