Adams Street, a Delaware limited liability company and a registered investment adviser
that has affiliated general partners and investment advisers, provides investment advisory services
to its clients, which consist of private investment funds, including the funds described herein
(collectively, the “Funds,” each individually, a “Fund,” and together with any future private
investment fund, “Private Investment Funds”), and separately managed accounts (collectively,
the “Separate Accounts,” and each individually, a “Separate Account”).
Adams Street is a private markets investment firm that provides primary and secondary
partnership, co-investment, direct venture capital and growth equity and private credit investment
management capabilities to predominantly institutional investors. Together with its predecessor
organizations, Adams Street has been managing direct venture capital and growth equity
investments since 1972 and private equity partnerships since 1979. Adams Street is recognized
for its continuous commitment to, and deep understanding of, the private equity industry. Adams
Street traces its roots to First National Bank of Chicago (“First Chicago”) in 1972. In 1989,
Brinson Partners, Inc. was organized and acquired the institutional asset management business
from First Chicago. In 1995, Brinson Partners, Inc. and Swiss Bank Corporation (“SBC”)
combined their international institutional investment management organizations into a single
investment management business. Union Bank of Switzerland and SBC subsequently merged in
June 1998 to form UBS AG. Adams Street was formed on January 1, 2001, and was comprised
of the members of Brinson Partners’ Private Equity Group. Today, Adams Street is an
independent, 100% employee-owned organization with over 250 employees and offices in Austin,
Beijing, Boston, Chicago, London, Menlo Park, Munich, New York, Seoul, Singapore, Sydney
and Tokyo. Adams Street provides investment advisory services to Funds that were previously
advised by Brinson Partners’ Private Equity Group.
Adams Street Associates, L.P., a Delaware limited partnership, owns 75% or more of
Adams Street. Adams Street Associates, LLC, a Delaware limited liability company, is the general
partner of Adams Street Associates, L.P.
Where such investments consist of portfolio companies, and solely where contemplated by
the terms of the investment, the senior principals or other personnel of Adams Street or its affiliates
serve on such
portfolio companies’ respective boards of directors, advisory board or are otherwise
able to influence control over management of portfolio companies held by the relevant Direct Fund
(as defined below).
Adams Street provides investment advisory services to two types of Private Investment
Funds: (1) Funds that invest in a variety of private investment funds typically organized as
partnerships, and (2) Funds that invest directly in portfolio companies. Although investments
directly into portfolio companies are made predominantly with respect to non-public companies,
investments in public companies are permitted. As described below, in some cases Adams Street
or an affiliate of Adams Street is the general partner of a Fund (in which case, each such entity is
subject to the Advisers Act pursuant to Adams Street’s registration in accordance with SEC
guidance applicable to related entities that operate as a single advisory business), and in other cases
Adams Street provides investment advisory services to a Fund pursuant to an agreement with the
Fund’s general partner, which is not an affiliate of Adams Street. With the exception of the
Separate Accounts for which Adams Street develops customized mandates, investment advice is
provided directly to the Private Investment Funds, subject to the discretion and control of the
general partner of the relevant Fund, and not individually to the investors in the Funds. Investors
in Private Investment Funds participate in the overall investment program for the applicable fund
and are generally not permitted to impose restrictions on investing in certain securities or types of
securities; however, certain investors will be excused from particular investments due to legal,
regulatory or other applicable constraints; for the avoidance of doubt, such arrangements generally
do not and will not create an adviser-client relationship directly between Adams Street and any
investor.
Adams Street’s advisory services for Private Investment Funds are detailed in and provided
in accordance with the applicable private placement memoranda or other offering documents,
investment management agreements (where applicable) and limited partnership agreements or
other operating agreements (each, a “Partnership Agreement” and, as applicable, together with
any relevant private placement memoranda or other offering documents or investment
management agreements, the “Governing Documents”) and are further described below under