Do managers of a hedge fund count toward the 100-owner limitation?

No. Rule 3c-5 under the Investment Company Act of 1940 provides that knowledgeable employees of a 3(c)(1) fund do not count toward the 100 beneficial owner limitation. The term “knowledgeable employee” includes executive officers of a fund as well as investment person. The term “executive officer” includes any executive officer, director, trustee, general partner, advisory board member, or person serving in a similar capacity. The term “investment person” refers to an employee of a 3(c)(1) fund or an affiliated management person who actively participates in the investment activities of the fund in connection with his or her regular duties.