Bluerock High Income Credit Fund (IIMAX): Nov 3 Repurchase Offer

What the fund is, and a correction

Bluerock High Income Institutional Credit Fund is registered under the Investment Company Act of 1940 (file number 811-23772) and started on June 21, 2022. Its semiannual report describes the goal as “high current income with low correlation to the broader markets” through “senior secured loans held within collateralized loan obligations (CLOs).” It does not lend directly: it buys slices of CLO structures, both the debt tranches and the equity tranche, which is the last in line to be paid and takes the first loss. It is run by Bluerock Credit Fund Advisor, LLC, with Clearlake Asset Management, LLC (formerly WhiteStar Asset Management LLC) as sub-adviser. Despite the name it is not the Bluerock fund that owns real estate: that is Bluerock Total Income+ Real Estate Fund, a different product.

A quick note on size. The Class A share count and the Class A dollar figures, $44.8 million of net assets, are sometimes read as the fund. The fund is four classes. At March 31, 2026: Class A $44,796,245 (2,015,573 shares), Class C $17,509,995 (788,662), Class F $52,221,720 (2,349,338) and Class I $65,841,775 (2,959,870), together $180,369,735. At June 30, 2026 Form N-PORT puts net assets at $173,992,074. That is the same $174.0 million that our list of interval funds shows. For how the structure works, see what an interval fund is.

The November 3 offer, term by term

The notice is dated September 24, 2026 (accession 0001398344-26-017405). It says the fund “is offering to repurchase, for cash, up to five percent (5%)” of its issued and outstanding shares of Classes A, C, F and I at NAV, and that this is a periodic offer under paragraph (b) of Rule 23c-3.

Only Class A bought at $1,000,000 or more carries the Class A charge. Ordinary Class A holders do not pay it. The notice also lists the limited cases where the board may suspend the offer, such as a loss of regulated investment company status or a closed exchange. For other deadlines in the same weeks, see Q4 2026 redemption deadlines for non-traded REITs, BDCs and interval funds.

From 100% filled to about one-fifth

An interval fund must offer to buy a set share of its stock every quarter, and when tenders exceed the offer it prorates. The filings give the tenders and the share filled for seven offers.

Tenders doubled between August 2025 and November 2025 and then doubled again in February 2026. The dollars paid out barely moved because the fund offered only 5% each time: $10,122,663 in November 2025 (Class A $1,003,094, Class C $209,451, Class I $8,910,118, Class F none) and $9,671,698 in February 2026 (Class A $1,037,883, Class C $220,570, Class F $1,084,113, Class I $7,329,132). Class I accounts for most of the dollars: $8.9 million of the $10.1 million in November and $7.3 million of $9.7 million in February.

The May 2026 row, and why we read it as tenders. The note says that “the Fund repurchased approximately 21.72% of the total number of shares tendered for repurchase which resulted in 1,780,774 repurchased shares for $38,680,192.” Two things do not fit. First, 1,780,774 shares is about 22% of the 8,113,443 shares outstanding on March 31, 2026 (our arithmetic), far above a 5% or 7% offer. Second, the fund's Form N-PORT for the quarter to June 30, 2026 reports redemptions of $0 in April, $9,187,643 in May and $319,652 in June. If 1,780,774 is the number of shares tendered, 21.72% of it is 386,784 shares, which at about $22 is roughly $8.6 million (our arithmetic), close to the May figure and the size of the earlier offers. We cannot tell from the filings which reading the fund meant; both agree that the offer was prorated and that about 22% of tendered shares were bought.

In November the same method gives 47.39% of 875,084, or 414,702 shares (our arithmetic), against $10.1 million paid, so the percentages are approximate. Whether the August 4, 2026 offer was also prorated is not public. The notice dated June 25, 2026 offered up to 5% (accession 0001398344-26-011248), and the result will appear in the report for the year ended September 30, 2026. Last year that report was filed on December 8, 2025.

What 5% means in dollars. With 8,113,443 shares at March 31, 2026 and a $22.24 NAV, 5% is 405,672 shares, about $9.0 million (our arithmetic). The current share count is not published, so treat this as an order of magnitude. If tenders were 22% of the fund again, the fund would buy about a quarter of what was asked, which is the last three offers' pattern.

NAV and the payout

Each notice quotes a Class A NAV from about a week before it is filed.

Class A NAV is $0.83 lower than a year ago, down 3.6% (our arithmetic), before distributions. Here is what a Class A share did in the six months to March 31, 2026, per the financial highlights: NAV began at $23.09, net investment income added $1.10, net losses took away $0.98, distributions took away $0.98, and NAV ended at $22.23. The $0.98 was $0.84 from net investment income and $0.14 return of capital. Across the four classes, $1,133,630 of the $8,175,098 distributed was return of capital, 13.9% (our arithmetic). The fund's report adds that it “estimates, in accordance with US GAAP, that none of its most recent distribution was attributable to return of capital,” and that the tax character is set after year end.

Performance to March 31, 2026 for Class A with no sales charge was 4.62% over one year and 9.29% a year over three; with the maximum 5.75% charge the one-year figure was minus 1.41%. Class I since inception on June 21, 2022: 8.01% a year. One caveat from the table: the report says the adviser voluntarily absorbed all of the fund's operating expenses from the start of operations until January 1, 2025, which is why the expense ratio after waivers is 0.00% in fiscal 2023 and 0.10% in fiscal 2024. Returns from that period were earned with almost no expenses charged.

What it holds, and what it borrows

CLO equity is the part to understand. It receives the cash left over after the CLO's loan payments, so its income is high and variable and its value moves with loan defaults, spreads and reinvestment. The report's own risk note lists “the possibility that distributions from collateral will not be adequate to make interest or other payments” among the CLO risks, and says that holding hard-to-sell investments can require the fund to dispose of other investments “at unfavorable times or prices” to meet its 5% quarterly repurchases. Every one of the 109 CLO positions on the June 30, 2026 Form N-PORT is marked Level 3, priced from unobservable inputs; at March 31, 2026 the whole $216,444,235 CLO portfolio was Level 3, 120.00% of net assets. The largest CLO equity position at June 30, 2026 was Trinitas CLO X, $9,419,762, 5.4% of net assets (our arithmetic). For other CLO-equity vehicles, see Eagle Point Credit Company and Oxford Lane Capital, and for another new CLO interval fund, RBC BlueBay Enhanced Income Fund.

Borrowing. The fund finances part of the portfolio with reverse repurchase agreements: it sells CLO positions to a counterparty and agrees to buy them back. At March 31, 2026 the balance was $41,214,000; the senior securities table gives asset coverage of $5,376 per $1,000 of borrowing, down from $8,848 at September 30, 2025 and $22,856 at September 30, 2024, and the balance grew from $7.4 million to $24.2 million to $41.2 million over the same dates. The average balance for the six months was $35,957,352 at an average rate of 4.99%, and interest expense was $905,591. At June 30, 2026 there were 13 agreements totalling $38,578,000, at rates of 4.68% to 5.22%: six with Lucid Management and Capital Partners LP ($20,041,000, maturing July 16, 2026) and seven with Royal Bank of Canada ($18,537,000, maturing September 17, 2026) (our arithmetic on the position list). All of it was payable within one year. Both dates have passed, so the fund has either repaid or rolled these; the next position list will show it.

Why the repurchase offer matters for this. A fund that holds illiquid, Level 3 assets, borrows short-term, and must buy back 5% a quarter has to raise about $9 million a quarter from new sales, income or sales of holdings. In the quarter to June 30, 2026 Form N-PORT shows sales of $2,761,753 in April, $536,537 in May and $955,389 in June, total $4.25 million (our arithmetic), against $9.5 million of redemptions in the same quarter.

Fees

The adviser's base fee is 1.25% of average daily net assets, paid monthly. The incentive fee is 12.50% of pre-incentive net investment income above a hurdle of 1.875% a quarter (7.50% a year), with a catch-up. In the six months to March 31, 2026 the adviser earned $1,150,654 of base fee and $1,105,705 of incentive fee, and the adviser “on a purely voluntary basis” waived the entire incentive fee; none was paid. A voluntary waiver can end. Gross annual operating expenses per the February 1, 2026 prospectus are 3.81% for Class A, 4.61% for Class C, 3.46% for Class F and 3.64% for Class I. The adviser has contractually agreed to cap expenses, excluding the incentive fee, interest and taxes, at 2.10% (A), 2.85% (C), 1.25% (F) and 1.85% (I) at least until January 31, 2027, subject to recoupment by the adviser within three years. Class A carries a sales charge of up to 5.75% on purchase (maximum offering price $23.59 against a $22.23 NAV on March 31, 2026), Class C a 0.75% distribution fee and Classes A and C a servicing fee of up to 0.25%.

What a reader can do with this

• If you hold shares and want out in this offer: your request has to reach the transfer agent, DST Systems, by 4:00 p.m. Eastern on November 3, 2026, and your broker or adviser may set an earlier cutoff. The notice includes a request form and an address, and says you can change or withdraw until the deadline.
• If you tender, plan for a partial fill. An example, our arithmetic: $100,000 of Class I at the $22.27 NAV in the notice is 4,490 shares. If 21.72% is filled, as in May 2026, about 975 shares or $21,720 is paid, and the other 3,515 shares stay invested at whatever the NAV is. A request not filled is not carried over: you must submit again in the next offer, with no priority.
• If you are an IRA holder with a required distribution: a partial fill may not cover it; check with your custodian before relying on an interval-fund tender.
• If you hold at a loss: a tender is a sale. See wash-sale rules for tenders and reporting the sale on Form 8949.
• What to watch next: (1) the fund's annual report for September 30, 2026, due about December 8, 2026 if last year's timing holds, with the August 2026 result and, in the subsequent events note, the November 3 result; (2) the Form N-PORT for September 30, 2026, due about late November; (3) the next notice, expected around late December 2026 on last year's timing (December 26, 2025). Tenders above the 7% ceiling imply proration again; a return toward the 338,000 to 442,000 shares of fiscal 2025 would mean the pressure has eased.
• For comparison: how other funds handle oversubscription is in Ares Strategic Income Fund's tender results, and the whole field is in the list of interval funds.

FAQ

All figures are from SEC filings of Bluerock High Income Institutional Credit Fund (CIK 1892443) read on EDGAR on October 31, 2026: the Form N-23c-3 offer notices of September 25, 2025 (accession 0001398344-25-018573), December 26, 2025 (0001398344-25-023039), March 26, 2026 (0001398344-26-005754), June 25, 2026 (0001398344-26-011248) and September 24, 2026 (0001398344-26-017405); the annual report on Form N-CSR for the year ended September 30, 2025 (0001398344-25-022127); the semiannual report on Form N-CSRS to March 31, 2026 (0001398344-26-010454); and Form N-PORT for June 30, 2026 (0001049169-26-002152). The share count at the offer date, the shares tendered in the May 2026 and August 2026 offers and the November 3, 2026 result are not disclosed in these filings. Percentages, ratios and projected dates are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.