Form 40-APP/A ADAMS STREET CREDIT SOLU

File No. 812-15634

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of the Application of:

ADAMS STREET PRIVATE EQUITY NAVIGATOR FUND LLC, ADAMS STREET PARTNERS, LLC, ADAMS STREET ADVISORS, LLC, ADAMS STREET CREDIT ADVISORS LP, ADAMS STREET CREDIT SOLUTIONS FUND, LP, ADAMS STREET - PE CO-INV (SI) FUND LP, ADAMS STREET - PKBS PRIVATE EQUITY FUND I GLOBAL, ADAMS STREET - PRIMARY PE SM FUND I LP, ADAMS STREET - SCERS FUND III LLC, ADAMS STREET - SK VENTURE FUND II LP, ADAMS STREET (KOC) LLC, ADAMS STREET (NUNAVUT) PRIVATE EQUITY FUND LP, ADAMS STREET 1847 FUND LP, ADAMS STREET 2019 DIRECT GROWTH EQUITY FUND LP, ADAMS STREET 2020 DIRECT GROWTH EQUITY FUND LP, ADAMS STREET 2020 NON-US FUND LP, ADAMS STREET 2020 US FUND LP, ADAMS STREET 2021 DIRECT GROWTH EQUITY FUND LP, ADAMS STREET 2021 NON-US FUND LP, ADAMS STREET 2021 US FUND LP, ADAMS STREET 2022 DIRECT GROWTH EQUITY FUND LP, ADAMS STREET 2022 NON-US FUND LP, ADAMS STREET 2022 US FUND LP, ADAMS STREET 2023 DIRECT GROWTH EQUITY FUND LP, ADAMS STREET 2023 NON-US FUND LP, ADAMS STREET 2023 US FUND LP, ADAMS STREET 2024 DIRECT GROWTH EQUITY FUND LP, ADAMS STREET 2024 NON-US FUND LP, ADAMS STREET 2024 US FUND LP, ADAMS STREET 2025 DIRECT GROWTH EQUITY FUND LP, ADAMS STREET 2025 NON-US FUND LP, ADAMS STREET 2025 US FUND LP, ADAMS STREET 32BJ FUND LP, ADAMS STREET AMF FUND LP, ADAMS STREET AP7 PE INVESTMENT III LP, ADAMS STREET ASIA FUND 2020 LP, ADAMS STREET ASIA FUND II LP, ADAMS STREET BLUE LAKE LP, ADAMS STREET CC PE SECONDARY FUND LP, ADAMS STREET CO-INVESTMENT FUND V A LP, ADAMS STREET CO-INVESTMENT FUND V B LP, ADAMS STREET CO-INVESTMENT FUND VI A LP, ADAMS STREET CO-INVESTMENT FUND VI B LP, ADAMS STREET CUACPS PRIVATE EQUITY LP, ADAMS STREET CYCLONE FUND LP, ADAMS STREET DENSO GLOBAL PRIVATE EQUITY INVESTMENTS FUND II LP, ADAMS STREET EUROPEAN VENTURE FUND 2023, ADAMS STREET GLOBAL SECONDARY FUND 7 LP, ADAMS STREET GLOBAL SECONDARY FUND 8 LP, ADAMS STREET GLOBAL SMB WPERP FUND III LP, ADAMS STREET GLOBAL VENTURE MANDATE FUND IV LP, ADAMS STREET GRAND CYPRESS HEALTHCARE FUND II LP, ADAMS STREET GROWTH EQUITY FUND VII LP, ADAMS STREET GROWTH EQUITY FUND VIII LP, ADAMS STREET HOM FUND LP, ADAMS STREET IMM VENTURE FUND LP, ADAMS STREET IMM VENTURE PRIMARY FUND I LP, ADAMS STREET KNEIFF GLOBAL PE FUND, ADAMS STREET LAKE LASALLE FUND II LP, ADAMS STREET LEADERS EX US FUND LP, ADAMS STREET LEADERS FUND 2020 LP, ADAMS STREET LEADERS FUND II LP, ADAMS STREET MTAA PE FUND II LP, ADAMS STREET PEP ASIA FUND 2023 LP, ADAMS STREET PEP ASIA FUND 2024 LP, ADAMS STREET PEP NORTH AMERICA FUND 2023 LP, ADAMS STREET PEP NORTH AMERICA FUND 2024 LP, ADAMS STREET POBA VENTURE FUND LP, ADAMS STREET POBA VENTURE FV I LP, ADAMS STREET PRIVATE CREDIT FUND II -A LP, ADAMS STREET PRIVATE CREDIT FUND II -B LP, ADAMS STREET PRIVATE CREDIT FUND II-C LP, ADAMS STREET PRIVATE CREDIT FUND II-C NO LP, ADAMS STREET PRIVATE CREDIT FUND III-A LP, ADAMS STREET PRIVATE CREDIT FUND III-B LP, ADAMS STREET PRIVATE INCOME FUND LP, ADAMS STREET ROPE FUND LP, ADAMS STREET RSP II LP, ADAMS STREET SBCERA FUND 2 LP, ADAMS STREET SH FUND LP, ADAMS STREET SHEDD AQUARIUM ESG FUND LP, ADAMS STREET SHEDD AQUARIUM LP, ADAMS STREET SIFAI FUND LP, ADAMS STREET SK VENTURE FUND III LP, ADAMS STREET UK MID-MARKET SOLUTIONS II LP, ADAMS STREET US SMB FUND II LP, ADAMS STREET VENTURE INNOVATION FUND III LP, ADAMS STREET VENTURE INNOVATION FUND IV LP, ADAMS STREET VENTURE SELECT FUND 2023 LP, ADAMS STREET WORLD SUN FUND LP, ADAMS STREET WPE FUND LP, ASP - GLOBAL PE SM FUND LP, ASP (FEEDER) PRIVATE CREDIT FUND II-C LP, ASP COJ PE FUND LP, ASP EVF 2023 FV LP, ASP GLOBAL VENTURES BVK FUND II LP, ASP ILSTRS ASIA SMA 1 LP, ASP ILSTRS EUROPE SMA 1 LP, ASP LUX RAIF - 2021 GLOBAL FUND, ASP LUX RAIF - 2022 GLOBAL FUND, ASP LUX RAIF - 2023 GLOBAL FUND, ASP LUX RAIF - 2024 GLOBAL FUND, ASP LUX RAIF - 2025 GLOBAL FUND, ASP LUX RAIF - CO-INVESTMENT FUND V, ASP LUX RAIF CO-INV VI FV LP, ASP LUX RAIF - CO-INVESTMENT FUND VI, ASP LUX RAIF - GLOBAL SECONDARY FUND 7, ASP

LUX RAIF - GLOBAL SECONDARY FUND 8, ASP LUX RAIF - PC II FUND, ASP LUX RAIF - SPC III FUND, ASP LUX RAIF CO-INV V FV LP, ASP LUX RAIF GSF 7 FV LP, ASP LUX RAIF GSF 8 FV LP, ASP NPS ASIA PE FOF LP, ASP PC HOLDINGS LLC, ASP RIVERA INT PC FACILITATION LP, ASP RIVERA INT PC NO FACILITATION LP, ASP RIVERA US PC FACILITATION LP, ASP RIVERA US PC LP, ASP SR PRIVATE CREDIT FUND II-A LP, ASP SR PRIVATE CREDIT FUND II-A NO LP, ASP SR PRIVATE CREDIT FUND II-B LP, ASP SR PRIVATE CREDIT FUND II-B NO LP, ASP SR PRIVATE CREDIT FUND II-C LP, ASP SR PRIVATE CREDIT FUND III-A LP, ASP SR PRIVATE CREDIT FUND III-A NO LP, ASP SR PRIVATE CREDIT FUND III-B LP, ASP SR PRIVATE CREDIT FUND III-B NO LP, ASP SR PRIVATE CREDIT FUND III-C LP, ASP SUMMA 1 LLC, ASP SUMMA 2 LLC, ASP SUMMA 3 LLC, ASP SUMMA 4 LLC, ASP SUMMA 5 LLC, ASP SUMMA 6 LLC, ASP SUMMA 7 LLC, ASP SUMMA 8 LLC, ASP SUMMA HOLDCO 1 LP, JUNI PRIVATE EQUITY FUND A EUR LP AND JUNI PRIVATE EQUITY FUND A USD LP

One North Wacker Drive, Suite 2700

Chicago, IL 60606

SECOND AMENDED AND RESTATED APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

All Communications, Notices and Orders to:

Eric R. Mansell

Adams Street Partners, LLC

One North Wacker Drive, Suite 2700

Chicago, IL 60606

(312) 553-7890

[email protected]

Copies to:

April 16, 2025

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UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

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The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Section 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),¹ and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

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The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund⁴ and one or more Affiliated Entities⁵ to engage in Co-Investment Transactions⁶ subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as “Participants.”⁷ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.⁸

The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream Fund” means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.

In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.

To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.

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The Existing Regulated Fund initially was organized as a Cayman Islands exempted limited partnership. On March 26, 2025, the Existing Regulated Fund completed its conversion to a Delaware limited liability company and changed its name to Adams Street Private Equity Navigator Fund LLC. The Existing Regulated Fund is registered under the 1940 Act as an externally-managed, non-diversified, closed-end management investment company. The Existing Regulated Fund intends to elect to be treated, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended.

The Existing Regulated Fund’s investment objective is to seek attractive long-term capital appreciation. Under normal circumstances, the Existing Regulated Fund intends to invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in “private equity investments”, which are defined to include direct investments in the equity and/or debt of private companies, including growth equity investments, co-investments and private credit investments, except for publicly listed private equity investments and private credit investments, and primary and secondary investments in private equity funds managed by third-party managers. The Existing Regulated Fund is managed by ASA pursuant to an investment advisory agreement. The Existing Regulated Fund has a board of directors currently comprised of five members, a majority of whom are not “interested persons”, as defined in Section 2(a)(19) of the 1940 Act, of the Existing Regulated Fund (together with the board of directors or trustees of any Future Regulated Fund, the “Board”).⁹

ASA, a Delaware limited liability company, is registered with the Commission as an investment adviser under the Advisers Act. ASA serves as the investment adviser to the Existing Regulated Fund and manages the Existing Regulated Fund’s portfolio in accordance with its investment objective and strategies. ASA also provides certain administrative services to the Existing Regulated Fund. ASP is the sole member of, and controls, ASA.

ASP, a Delaware limited liability company, is registered with the Commission as an investment adviser under the Advisers Act. ASP serves as the investment adviser to 100 of the Existing Affiliated Funds, as identified on Schedule A hereto, and manages their portfolios in accordance with their respective investment objectives and strategies.

Adams Street Credit Advisors, a Delaware limited partnership, serves as the investment adviser to 35 of the Existing Affiliated Funds, as identified on Schedule A hereto, and manages their portfolios in accordance with their respective investment objectives and strategies. Adams Street Credit Advisors is a relying adviser under the Advisers Act through a single registration with ASP. ASP is the sole member of the general partner of, and controls, Adams Street Credit Advisors.

The Existing Affiliated Funds are investment vehicles, each of which is a separate and distinct legal entity that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act.¹⁰ A complete list of the Existing Affiliated Funds, including the respective Adviser to each such Existing Affiliated Fund, is included on Schedule A hereto.

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ASP manages the Existing Proprietary Account, which from time to time holds various financial assets in a principal capacity. ASP has various business lines that it operates through its wholly- or majority-owned subsidiaries, and the subsidiary that exists and currently intends to participate in the co-investment program has been included as an Applicant herein. The Existing Proprietary Account is included on Schedule A hereto.

The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”

Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”¹¹ in which the fund is a participant without first obtaining an order from the SEC.

Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’s rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).

Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.

Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner

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described by Sections 17(d) and 57(b). ASA and Adams Street Credit Advisors are each majority-owned by ASP, are under common control, and are thus affiliated persons of each other. Accordingly, with respect to the Existing Advisers, and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with the Existing Advisers, and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.

Applicants agree that any Order granting the requested relief will be subject to the following Conditions.

1. Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.¹²

2. Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,¹³ of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,¹⁴ unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.

3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.¹⁵

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4. No Remuneration. Any transaction fee¹⁶ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁷

6. Dispositions:

(a) Prior to any Disposition¹⁸ by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.

(b) Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.¹⁹

7. Board Oversight

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8. Recordkeeping. All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).²⁰

9. In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.

Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.

Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.

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Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).²¹ Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.

Please address all communications concerning this Application, the Notice and the Order to:

Eric R. Mansell

Adams Street Partners, LLC

One North Wacker Drive, Suite 2700

Chicago, IL 60606

(312) 553-7890

[email protected]

Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:

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The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of the Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.

Pursuant to Rule 0-2(c), Applicants hereby state that the Existing Regulated Fund and each Existing Affiliated Fund have authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been taken.

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The Applicants have caused this Application to be duly signed on their behalf on the 16th day of April, 2025.

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