Knowledgeable Employee

“Knowledgeable employee” means

(i) an executive officer, director, trustee, general partner, advisory board member, or person serving in a similar capacity, of (i) a private fund, or (ii) a general partner, management company or similar entity that manages the investment activities of such private fund (the “private fund manager”);

(ii) an employee of a private fund, or of a private fund manager (other than an employee performing solely clerical, secretarial or administrative functions with regard to such private fund or its investments) who, in connection with his or her regular functions or duties, participates in the investment activities of such private fund or another company that would be an investment company but for the exclusion provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act, the investment activities of which are managed by a private fund manager, provided that such employee has been performing such functions and duties for or on behalf of such private fund or private fund manager, or substantially similar functions or duties for or on behalf of another company, for at least 12 months.