In constant pursuit of fundraising opportunities, some fund managers are seeking broader exposure to retail capital by converting their private funds that operate under the Investment Advisers Act of 1940 into funds registered under the Investment Company Act of 1940. Although such a conversion can substantially expand investor access to the vehicle, it also introduces a panoply of complications and requirements, including numerous tax issues, investor approval challenges and tedious regulatory filings. This first article in a two-part series examines the common rationales that compel advisers to convert their private funds into registered funds, and considers various factors that can influence the timeline for effectuating a conversion. The second article will explore best practices for handling certain challenges of fund conversions, including obtaining investor approvals, ensuring compliant portability of track record, putting a fund-level board of directors in place and retaining qualified third-party service providers. See “Retailization Season Is Heating Up: A Private Fund Manager’s Guide to Structuring, Procedures and Fundraising” (Jun. 12, 2025).