Endnotes
- The summary of the fund structure and offering terms is subject to change and qualified in its entirety by reference to the fund’s prospectus and related documentation, all of which should be reviewed carefully and contain additional terms to those included in this summary. In the event of any inconsistency between the terms herein and those in the fund’s prospectus, the terms in the prospectus will prevail.
- Shares are an illiquid investment. The repurchase of shares by ASPEN will be conducted through a tender offer process. No assurance can be given that such tender offer will be approved by ASPEN’s Board of Directors. If a tender offer is oversubscribed, investors may be subject to a pro rata reduction in the shares ultimately repurchased by ASPEN unless ASPEN increases the size of the tender offer. All terms of the tender offer will be publicly disclosed.
- ASPEN may, in the discretion of its investment adviser, aggregate the accounts of clients of financial intermediaries for purposes of determining satisfaction of minimum investment amounts or otherwise reduce the investment minimum amounts for certain investors.
- Although the shares will be registered under the Securities Act of 1933, as amended (the “Securities Act”), the shares will only be sold to persons or entities that are “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. The qualification required to invest in the fund will appear in subscription documents that must be completed by each prospective investor.
Important Risk Disclosures
An investor should consider the investment objectives, risks, and charges and expenses of Adams Street Private Equity Navigator Fund LLC (“ASPEN” or the “Fund”) carefully before investing. The prospectus contains this and other information about the investment company and may be obtained by visiting the ASPEN Key Facts & Documents page or by calling 844-705-0580. The prospectus should be read carefully before investing.
There can be no assurance that ASPEN will achieve its investment objectives, and neither the Fund nor Adams Street Partners, LLC (“Adams Street”) guarantee any level of return or risk on investments. The information provided herein is not an offer to sell fund shares and is not soliciting an offer to buy fund shares in any jurisdiction where the offer or sale is not permitted.
An investment in ASPEN involves risk, including possible loss of principal.
- Registration; Investment Objective. The Fund is registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company that continuously offers its shares. The Fund’s investment objective is to seek attractive long-term capital appreciation. The Fund will seek to achieve its investment objective by investing in a broad portfolio of global private markets investments.
- Predecessor Fund. The Fund is the successor to Adams Street Global Private Markets Fund LP (the “Predecessor Fund”), a Cayman Islands exempted limited partnership that was not registered under the Investment Company Act. The Predecessor Fund converted into a Delaware limited liability company on March 26, 2025 and registered under the Investment Company Act on April 1, 2025. The historical returns attributable to the Predecessor Fund do not represent the actual performance nor indicate future results of the Fund. There is no certainty that the Predecessor Fund’s investment objectives will be met by the Fund. Additional information is available upon request. The performance for periods prior to April 1, 2025 is that of the Predecessor Fund.
- Risk of Loss; No Guarantee of Past Performance. A substantial portion of the Fund’s assets are expected to consist of investments in private equity portfolio funds that primarily invest in securities of private companies as well as direct investments in private companies. Investments in private companies involve a high degree of business and financial risk that can result in substantial losses. Operating results for private companies in a specified period will be difficult to predict.
There can be no assurance that the investments held by the Fund will be profitable, that there will be proceeds from such investments available for distribution to investors, or that the Fund will achieve its investment objective. Fund performance may be volatile and an investor could incur a total or substantial loss of its investment. There can be no assurance that projected or targeted returns for the Fund will be achieved; nor is there any assurance that the future performance of any Adams Street-managed fund will equal or exceed the past investment performance of entities managed by Adams Street or its affiliates.
- Long-term Nature of Investment. An investment should be considered long-term within a multi-asset portfolio and should not be viewed individually as a complete investment program.
- Illiquidity of Fund Interests. An investment in the Fund should be considered illiquid. An investment in the Fund is not suitable for investors who need access to the money they invest in a specified timeframe. Although the Fund may offer to repurchase shares from time to time, the Fund’s shares will not be redeemable at an investor’s option nor will they be exchangeable for shares of any other fund. As a result, an investor may not be able to sell or otherwise liquidate his or her shares. There will be a substantial period of time between the date as of which investors must submit a request to have their shares repurchased and the date they can expect to receive payment for their shares from the Fund. Adams Street Advisors, LLC (the “Adviser”) intends to recommend that, in normal market circumstances, the Fund’s Board of Directors (the “Board”) conduct offers to repurchase up to 5% of the shares outstanding (either by number of shares or aggregate net asset value) on a quarterly basis. The Board may under certain circumstances elect to postpone, suspend or terminate an offer to repurchase shares. Investors may not be able to sell their shares in the Fund at all or at a favorable price. An investment in the Fund may not be suitable for investors who may need the money they invested in a specified timeframe.
The Fund’s shares are not listed, and are not expected to be listed, for trading on any securities exchange, and the Fund does not expect any secondary market to develop for its shares in the foreseeable future. The Fund’s shares are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Fund’s limited liability company agreement.
- Fund Distributions. The amount of distributions the Fund may pay, if any, is uncertain.
- Transfer Restrictions. Shares are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Fund’s limited liability company agreement, as may be amended, restated or otherwise modified from time to time.
- Non-Diversification. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund.
- Illiquidity of Underlying Investments. The Fund’s private equity investments will be illiquid and typically cannot be transferred or redeemed for a substantial period of time. The Fund’s private equity investments in most cases will be highly illiquid and difficult to value. Unless and until those investments are sold or mature into marketable securities, they will remain illiquid. In certain cases, the private equity investments will be newly or recently formed entities with no significant operating history upon which to evaluate their likely performance or the likely effectiveness of their investment strategy.
- Valuation. The valuation of private equity investments is complex and is typically based on fair value as determined in good faith by the Fund according to the Fund’s valuation procedures. The Fund’s net asset value could be adversely affected if the Fund’s determination regarding the fair value of the Fund’s investments were materially higher than the values that the Fund ultimately realizes upon disposal of such investment.
- Dependence on the Advisor, Adams Street and its affiliates. Investors will be dependent on Adams Street, the Adviser or their affiliates for the management of the Fund as well as for high-quality deal flow. There can be no assurance that Adams Street, the Adviser or their affiliates will be able to maintain their professional networks, including their relationships with underlying sponsors of investment opportunities.
- Leverage. The use of leverage can increase the volatility of investment returns and subject a fund to magnified losses underlying investments decline in value. A fund with a higher leverage ratio will be more sensitive to volatility and more susceptible to losses due to declines in asset values, than a fund with a lower ratio.
- Derivatives. The Fund’s use of derivative instruments can be illiquid, may disproportionately increase losses, and have a potentially large impact on performance.
Tax Treatment. The Fund intends to elect for treatment, and to qualify each year to be treated, as a regulated investment company or a “RIC.” As such, the Fund must satisfy, among other requirements, certain ongoing asset diversification, source-of-income and annual distribution requirements. If the Fund fails to qualify as a RIC it will become subject to corporate-level income tax, and the resulting corporate taxes could substantially reduce the Fund’s net assets, the amount of income available for distributions to investors, the amount of distributions and the amount of funds available for new investments.
- Additional Risk Factors. The risk factors described above are intended to be general in nature and are not intended to be exhaustive. For additional important risks associated with an investment in ASPEN, please refer to the prospectus and statement of additional information.
- Adams Street Services. The information herein may identify a number of benefits associated with, or inherent in, Adams Street’s services and operations on behalf of a particular investment strategy or a fund; however, it is important to note that all investments come with material risks, some of which may be magnified in the private markets context, where investments tend to be highly speculative and illiquid, as further identified in the relevant fund’s definitive offering and governing documents. Further, although Adams Street believes that the firm and its personnel will have competitive advantages in identifying, diligencing, monitoring, consulting, improving and ultimately selling investments on behalf of vehicles managed by the firm, there can be no guarantee that Adams Street will be able to maintain such advantages over time, outperform third parties or the financial markets generally, generate profits, or avoid losses.
- Appropriateness of Investment and Independent Advice. An investment in an Adams Street-managed fund is not appropriate for all investors. An investment is appropriate only for sophisticated investors and an investor must have the financial knowledge, sophistication and experience to understand and willingness to accept the extent of its exposure to the risks and lack of liquidity inherent in an investment in an Adams Street-managed fund. The information provided herein should not be construed in any way as tax, capital, accounting, legal or regulatory advice. Investors should seek independent legal and financial advice, including advice as to tax consequences, before making any investment decision and as part of their evaluation of the merits and risks of investment in a fund in light of their own circumstances and financial condition. Opinions expressed are subject to change at any time and are not guaranteed and should not be considered investment advice.
ASPEN is distributed by Foreside Fund Services, LLC.
