Faced with the rapid retailization of the private funds industry, many institutional investors are trying to get ahead of potential issues by adopting proactive measures to mitigate future risks therefrom. There may not be much that those investors can do to protect their existing private fund investments, aside from leveraging their relationships with managers. As to future investments, however, institutional investors can factor fund managers’ retailization stances into their allocation decisions, as well as negotiate certain legal protections in their fund documents and side letters. This third article in a three-part series explores how the impact of retailization on managers’ operations will affect institutional investors, as well as legal protections the latter can negotiate in conjunction with their future allocations. The first article delved into the market and regulatory efforts driving retailization, and how that is stoking fears among institutional investors. The second article examined specific concerns about how retailization will affect everything from fund liquidity, governance rights and co‑investment allocations. See “How Key PE Fund Terms Are Being Shaped by Current Fundraising Challenges, Liquidity Needs and Distinct Shifts in the Market” (Feb. 9, 2023).