Gopher US Management Company LLC (“Gopher I”), Gopher US Management Company II
(“Gopher II”) LLC, and OTSM Management company LLC (“OTSM”), are limited liability
companies organized under the laws of the State of California (Gopher I) and laws of the State of
Delaware (Gopher II and OTSM) that have been formed to provide investment advice to one or
more private funds. Gopher I owns 100% of Gopher II/OTSM and they filed consolidated tax
returns and financial statements and are directly controlled by the same management/investment
team. Collectively, Gopher is owned by Gopher Holding Limited, a Cayman Islands Company.
Noah Holdings Limited (listed on NYSE: NOAH) is the parent company of Gopher Holding
Limited and an indirect owner of Gopher.
Gopher provides investment advisory services to a private fund on a discretionary basis by the
terms and conditions of such fund’s governing documents. The private fund will be organized as
a U.S. partnership (the “Partnership”). An affiliate of Gopher will act as a general partner (“General
Partner”) of the Partnership. The Partnership invests in securities that are not publicly traded,
including investments in other venture capital/private investment funds (“Fund-of-Funds (FoF)”),
early, growth, and late-stage operating companies (“Direct Investments”), and Co-investment
funds.
The management and control of the Partnership are vested in its General Partner. The General
Partner delegates certain management and administrative services to an affiliate that will act as the
management company of the Partnership (Investment Adviser “Gopher”). The Partnership will be
managed following the Partnership’s investment guidelines and restrictions, as disclosed in its
governing documents, rather than the individualized needs of any particularly limited partner of
the Partnership (“Limited Partner”). Participation in the Partnership does not, in and of itself,
create an advisory relationship between a Limited Partner and Gopher. Before investing in the
Partnership, prospective Limited Partners are advised to carefully consider whether the
Partnership’s investment guidelines and restrictions meet their investment objectives and risk
tolerance.
If the Partnership is subject to regulation under the Investment Company Act, the Partnership is
expected
to be exempt from registration as an investment company under Section 3(c)(1) or
Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”). In general, the Partnership will be formed to make, hold and dispose of privately negotiated
investments, either in Investment Funds or Direct Investments.
Gopher can also act as an investment adviser to certain special purpose vehicles through which
certain investors have invested on substantially the same terms and conditions as the Partnership
to the extent practical. Generally, special purpose vehicles will be formed to facilitate portfolio
investments for tax, regulatory or legal purposes and/or to facilitate participation in certain types
of investments.
Subject to certain restrictions, Gopher will provide investment advisory services to additional
private funds, parallel vehicles, and co-investment vehicles without prior consultation with the
Partnership. Gopher served as an investment manager to various parallel and co-investment
vehicles structured to facilitate investments by affiliated and third-party investors alongside the
Partnership. Such co-investment opportunities can be offered at Gopher’s discretion. They will
be made available based in part on whether, and to what extent, particular investment opportunities
exceed the desired allocation to the Partnership in the aggregate in terms of investment size, type,
available capital, diversification, or other relevant investment considerations.
Occasionally, the General Partner for the Partnership or Gopher (in its capacity as the investment
adviser) will, on behalf of a particular Partnership, enter into side letters or other similar
agreements (collectively, “Side Letters”) with particular Limited Partners that have the effect of
establishing rights under or altering or supplementing the terms of, the Partnership’s governing
documents in a manner more favorable to such Limited Partners than those applicable to other
Limited Partners. Gopher does not enter a Side Letter if it would result in a material change or
create a conflict of interest in the investment objectives of the Partnership.
Gopher does not participate in wrap-fee programs.
As of December 31, 2023, Gopher had approximately $1,027,112,572.43 in regulatory assets
under management.