Converting a Private Fund Into a Regulatory Fund: Investor Relations, Track Record and Board of Directors Issues (Part Two of Two)

Advisers are increasingly electing to convert their private funds, operating under the Investment Advisers Act of 1940, into registered funds that are subject to the Investment Company Act of 1940 (Investment Company Act) in order to gain access to broader distribution channels – namely, retail investors. A fund conversion is no simple proposition, however, as advisers must address concerns, and gain approval of, existing investors of the legacy fund. Further, advisers need to familiarize themselves, and take actions to comply, with stringent Investment Company Act requirements, including putting a fund-level board of directors in place. This second article in a two-part series explores 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. The first article examined the common rationales that compel advisers to convert their private funds into registered funds, and considered various factors that can influence the timeline for effectuating a conversion. See our three-part series: “Institutional LPs’ Growing Concerns Over Retailization of the Private Funds Industry” (Jan. 8, 2026); “Specific Concerns About How Retailization Could Impact Institutional Investors’ Interests” (Jan. 22, 2026); and “Protective Measures Institutional Investors Can Adopt to Mitigate Risks of Retailization” (Feb. 5, 2026).

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