SecProbe.io

CORRESP
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CORRESP

 Brad A. Green, P.C.

To Call Writer Directly:

 +1 212 446
4839

 brad.green@kirkland.com

 601 Lexington Avenue

New York, NY 10022

 United
States

 +1 212 446 4800

 www.kirkland.com

 Facsimile:

+1 212 446 4900

 May 12, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Eileen Smiley

 
 Michael Spratt

 
 Thankam Varghese

Re:
 Adams Street Private Equity Navigator Fund LLC

 
 Registration Statement on Form N-2

Dear Ladies and Gentlemen:

 On
behalf of Adams Street Private Equity Navigator Fund LLC, a Delaware limited liability company (the “Fund”), we hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) regarding the Fund’s Registration Statement under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, as amended (the “Securities
Act”), on Form N-2, filed on April 1, 2025 (File Nos. 333-286321 and 811-24072) (the “Registration
Statement”), transmitted by Eileen Smiley of the Staff to Brad A. Green, P.C. of Kirkland & Ellis LLP, counsel to the Fund, by letter dated April 29, 2025.

For your convenience, set forth below is a transcription of the Staff’s comments and the Fund’s responses thereto. Please note that
we have not independently verified information provided by the Fund. References in the responses to the Fund’s Prospectus or Statement of Additional Information (“SAI”) are to those filed as part of the applicable Registration
Statement. Capitalized terms used but not defined herein have the meanings assigned to them in the Registration Statement.

 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.

 Response:

The Fund will revise the disclosure as requested.

Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong
Kong Houston London Los Angeles Miami Munich Paris  Philadelphia Riyadh Salt Lake City Shanghai Washington, D.C.

 May 12, 2025

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 2

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 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.

Response:

The Fund is the successor to Adams Street Global Private Markets Fund LP (the “Predecessor Fund”) by virtue of
the (i) statutory conversion, under Delaware law, of the Predecessor Fund from a Cayman Islands exempted limited partnership to a Delaware limited liability company and (ii) registration of the Predecessor Fund (renamed “Adams Street
Private Equity Navigator Fund LLC”) under the 1940 Act, and not as a result of any transfer of the Predecessor Fund’s assets to a newly-formed entity via a merger, asset transfer, purchase and sale transaction or other similar
reorganization. In accordance with Section 18-214(g) of the LLC Act, the Fund constitutes a “continuation of the existence of the [Predecessor Fund] in the form of a domestic limited liability
company” and, “for all purposes of the laws of the State of Delaware . . . shall be deemed to be the same entity as” the Predecessor Fund. In light of the fact that the conversion did not involve the sale or
transfer of any security or other property to the Fund by a first-tier or second-tier affiliate thereof, the Fund was not required to seek exemptive relief from Section 17(a) or rely on the Guidestone Letter.

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.

Response:

The Fund refers the Staff to its response to Comment #2 and submits that the disclosure referenced in the Staff’s Comment
#2 provides that the Predecessor Fund converted into a Delaware limited liability company and registered under the 1940 Act. The Fund submits that, in light of the foregoing, as well as disclosures throughout the Registration Statement that the
Predecessor Fund was not registered under the 1940 Act, no disclosure revisions are necessary in response to this comment.

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 statements of the Predecessor 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.

 May 12, 2025

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 3

 Response:

 The Fund refers the Staff to its response to Comment #2. The Fund is the successor to the Predecessor Fund by
virtue of the (i) statutory conversion of the Predecessor Fund under Delaware law and (ii) registration of the Predecessor Fund under the 1940 Act, and not as a result of any “fund acquisition” as such term is used in Rule 6-11 under Regulation S-X. Please note that, in accordance with Rule 3-18 of Regulation S-X,
the Fund intends to include the Predecessor Fund’s audited financial statements for the fiscal year ended December 31, 2024 and unaudited interim financial statements for the period January 1, 2025 to March 31, 2025 in a pre-effective amendment to 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.”

 Response:

The Fund does not believe it would be appropriate, or consistent with peer fund disclosures, to reference offering expenses in
these risk disclosures. The Fund will add a bullet to the Cover Page risk disclosure on Page 2 to state the following:

Investors purchasing Class S and Class M Shares may be subject to a sales load of up to 3.50% on the amounts they
invest. If you pay the maximum aggregate of 3.50%, based on a minimum initial investment of $25,000 you must experience a total return on your net investment of approximately 3.63% 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.

 Response:

The Fund will revise the disclosure as requested.

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.”

 Response:

The Fund will revise the disclosure as requested.

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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.

Response:

The Fund will revise the disclosure as requested.

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 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.

Response:

The Fund confirms that the material terms of the Amended and Restated Limited Liability Company Agreement (the
“LLCA”) are disclosed in the Registration Statement. The Fund will revise the disclosure as requested.

 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 quality private market asset classes.” Because 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

 May 12, 2025

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 5

 consistently define this term and disclose whether the Fund will be limiting its investments to private
equity funds 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, consider breaking that out in the discussion of the Fund’s 80% investment policy on Page 2.

 Response:

(a)
 The Fund has determined to revise the disclosure throughout the Registration Statement to refer to
“private market investments” without reference to “high-quality”.

(b)
 The Fund confirms that the instruments discussed in the referenced section are complete and will revise the
disclosure as requested.

(c)
 The Fund will revise the disclosure as requested.

(d)
 The Fund confirms that the phrase “third-party managers” refers to managers that are unaffiliated
with the Fund and the Adviser, and will revise the disclosure as requested.

(e)
 The Fund will revise the disclosure as requested.

(f)
 The terms “Fund Investments” and “Private Equity Investments” as defined in the
Registration Statement are intended to have different meanings. The term “Private Equity Investments” is defined to include “Direct Investments (except for publicly listed private equity investments and Private Credit
Investments) and Primary and Secondary Investments” (emphasis added). This definition is intended to provide clarity to investors regarding the Fund’s investment focus and which investments are included in the 80% basket. The term
“Fund Investments” is defined to include Direct Investments (including publicly listed private equity investments and Private Credit Investments) and Primary and Secondary Investments. Accordingly, publicly listed private equity
investments and Private Credit Investment do not count for purposes of compliance with the Fund’s 80% investment policy. The Fund believes that the existing disclosures in the Registration Statement are adequate.

 May 12, 2025

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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.

 Response:

The Fund will revise the disclosure as requested.

12.
 In the second bullet point under the sub-section entitled
“Primary and Secondary 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 “