RJ Private Credit and T. Rowe Price Fund Liquidations on Form N-8F

Two endings, side by side

The two funds share only the form they filed. Everything that matters to a holder differs.

Sources: Form N-8F/A, accession 0001193125-26-415435; Form N-8F, accession 0001999371-26-022723; Form N-2/A, accession 0001193125-25-239163; Form N-CSR, accession 0001193125-25-329940.

RJ Private Credit Income Fund: a fund that closed before it opened

The adviser, Carillon Tower Advisers doing business as Raymond James Investment Management, formed the fund as a Delaware statutory trust on December 5, 2024 and registered it on January 6, 2025 with a Form N-8A and a Form N-2. The N-2 described an interval fund investing at least 80% of its assets in private credit, with quarterly repurchase offers for 5% of shares, a $25,000 minimum for Class S and $1,000,000 for Class I, a 0.75% management fee and a 10% incentive fee over a 6% annualized hurdle.

It never got there. The last N-2/A, filed October 14, 2025, says the fund “has not commenced operations and therefore has no operating history”. Its audited seed statements cover “the one day ended October 2, 2025”: the fund sold 10,000 Class I shares to the investment manager for $100,000 at $10.00, and “the only shareholder of the Fund is the Investment Manager.” The next filing on the fund's EDGAR list is a Form 40-17G fidelity bond on January 9, 2026. Then nothing until September 4, 2026, when the fund filed three things on one day: the board's written consent, a Form RW and the N-8F.

Sources: Form N-8A, accession 0001193125-25-002094; Form N-2/A, accession 0001193125-25-239163; Form 40-17G, accession 0001193125-26-008810; Form RW, accession 0001193125-26-383108; Form N-8F/A, accession 0001193125-26-415435; EDGAR filing list for CIK 2047636, read November 1, 2026.

The withdrawal request is blunt about it. The fund “has decided not to proceed with the offering described in the Registration Statement at this time” and confirms that “no securities have been or will be distributed, issued or sold pursuant to the Registration Statement”, which “was not declared effective by the Commission”. Reading the two together, the April 7, 2026 distribution paid out whatever the fund then held, and the only holder on the record is the adviser. That the payout was the $100,000 of seed capital is our inference, not a statement in the N-8F: the form gives a date and no amount.

Two details are worth a holder's attention, because they show how little the N-8F tells you about cost. First, the N-8F's question 22 asks for “expenses incurred in connection with the Merger or Liquidation”, and the fund answers about $10,000 of legal fees. The cost of building a fund that never opened was far larger: the seed statements show $885,987 of organizational and $826,045 of offering costs, $1,712,032 in all (our arithmetic), of which the manager had paid $1,221,494 upfront. Second, the prospectus said organizational costs were “subject to recoupment by the Investment Manager” under the expense limitation agreement; the N-8F says the adviser “will not recoup” the liquidation expenses from the fund, and question 21 adds that the organizational and offering expenses the adviser paid will not be recouped either. With no outside holders, the question is moot here. For a fund that did sell shares, it is the one line that tells you whether you paid for the funeral.

T. Rowe Price Multi-Strategy Total Return Fund: the daily-liquidity ending

This fund is not an interval or tender-offer fund. Its N-8F checks “Open-end”, and its prospectus supplement tells holders they could redeem or exchange “at any time prior to the Liquidation Date”. We include it because it is the other way a pooled fund ends, and because holders of semi-liquid funds should know the difference: here nobody was ever queued for a repurchase offer.

The fund launched on February 23, 2018 and ended its last fiscal year, October 31, 2025, with two share classes and a shrinking asset base.

Source: financial highlights, Form N-CSR for the year ended October 31, 2025 (accession 0001193125-25-329940). Net assets by year are our sum of the Investor Class and I Class lines. Past performance is not a prediction.

In the last full year, holders redeemed $106.4 million of shares against $49.9 million sold, a net outflow of $56.5 million (our arithmetic), per the fund's Form 24F-2NT (accession 0000940400-26-002454). The fund's monthly average net assets in the year were $302.0 million (Form N-CEN, accession 0001099263-26-000015), against $225.0 million at the end. The board approved the liquidation on September 12, 2025, seven weeks before that year ended.

What T. Rowe holders were told, and what they received

The September 15, 2025 supplement (accession 0001999371-25-013222) is the document that mattered to a holder. It set January 23, 2026 as the expected liquidation date and January 16, 2026 as the last day to buy. It said: “Shareholders may redeem their shares or exchange their shares to another fund at any time prior to the Liquidation Date.” “On the Liquidation Date, the fund will make a liquidating distribution to each remaining shareholder equal to the shareholder’s proportionate interest in the fund.” Holders of an IRA or small business retirement account directly with T. Rowe Price who did nothing had their balance exchanged into the same class of the T. Rowe Price U.S. Treasury Money Fund. The supplement adds that the liquidating distribution “and a redemption of shares prior to the Liquidation Date may be a taxable event for certain shareholders.” A March 12, 2026 supplement confirms: “On January 23, 2026, all assets of the fund were liquidated.”

Now compare with the N-8F filed seven months later. It lists a record date of January 21, 2026 and an ex and pay date of January 22, 2026, answers No to “distributions made on the basis of net assets” and describes the method as “Dividend per share from net income.” The supplement describes payment of each holder's proportionate interest. Both can be true, since a fund can pay a final income dividend one day and redeem the remaining shares at net asset value the next. But the N-8F alone cannot tell you which dollars were which, and we found no filing, among those we read, that gives the final per-share amounts or the final NAV. The last NAV on EDGAR is the October 31, 2025 figure: $8.97 for the Investor Class and $8.80 for the I Class. A holder's own confirmation and tax statement are the only record of the final amount.

What an N-8F says, and what it doesn't

Form N-8F is the application a fund files under Section 8(f) of the Investment Company Act to ask the SEC for an order declaring that it is no longer an investment company. Rule 8f-1(b) lets a fund use it for a liquidation when it “has distributed substantially all of its assets to its shareholders and has completed, or is in the process of, winding up its affairs.” That wording is why the filing comes last. Instruction 5 says no fee is required.

Source: blank Form N-8F and its instructions (SEC), and Rule 8f-1 (17 CFR 270.8f-1). The word “per share” does not appear on the form.

Three practical consequences follow. The N-8F is not an early warning: both funds had paid their holders before they filed it. It is not a price record: for the amount, use the fund's final shareholder report and your own statement. And an amendment can change the answers: RJ's October 6 N-8F/A filled in blanks left on September 4 and added the board's resolution as Exhibit A. When you read one, read the latest version.

What happens to repurchase offers before a liquidation

A holder of an interval fund is used to a quarterly window: Rule 23c-3 requires a repurchase offer of “not less than five percent nor more than twenty-five percent” of shares outstanding, and RJ's N-2 planned 5%. Once a liquidation is approved, those offers stop. What the rule does not do is name a liquidation as a reason to suspend one. Rule 23c-3(b)(3) allows a suspension or postponement only by vote of a majority of the directors, including a majority of the non-interested directors, and only on five grounds: loss of regulated-investment-company status, loss of a listing, a closed or restricted market, an emergency, or an SEC order. How a fund gets from a standing quarterly offer to none is therefore a question to read in its own supplement. In the USQ Core Real Estate Fund liquidation, as our page on it reports from the fund's prospectus supplement, shareholders holding a majority of shares first approved dropping the interval-fund policy, after which the fund stopped its quarterly offers and paid out in pieces.

Neither of today's two funds had a queue. RJ had no holders to queue, and T. Rowe's holders could redeem daily. The point for a holder of any semi-liquid fund is that the exit during a wind-down may not be the one in the prospectus. The other pages in this series show what that looks like: the list of interval funds and what an interval fund is for the rules, the Alternative Credit Income Fund merger and the Yieldstreet fund wind-down, which also filed an N-8F, for a merger in place of a liquidation. Our Q4 2026 redemption calendar lists the repurchase deadlines that are still open.

How to find an N-8F on EDGAR

1. Scan the latest filings by form type. On sec.gov, the latest filings page filtered to form type N-8F lists recent applications; the same filter on a company page (search a fund by name, CIK or its 811 file number) shows one fund's history, including amendments filed as N-8F/A.
2. Read question 1 first. The box checked tells you the kind of ending: Merger, Liquidation, Abandonment of Registration or BDC election. Abandonment is a different story from liquidation, because the fund may keep running as a private fund.
3. Check question 9 and the fund's earlier filings. Open-end or closed-end tells you whether holders could redeem daily. The prospectus supplement (Form 497 or 424B3), the last N-CSR and the last N-PORT carry the dates, the NAV and the mechanics the N-8F omits.
4. Read questions 15, 16 and 22. Vote, payout and who paid.
5. Look at the fund's filing list for what is missing. RJ's list shows no annual report, no N-CEN and no repurchase notice: the silence that shows it never opened. As of November 1, 2026 neither fund's list shows a filing after its N-8F, so we have not seen the SEC's deregistration order for either.

We watch for new N-8F filings along with the interval-fund forms; the alert below sends the next ones.

What a reader can do with this

• Find out which kind of fund you hold. An interval fund pays out at quarterly offers, an open-end fund redeems daily, and a tender-offer fund or BDC works differently again. The N-2 or the prospectus cover says which, and it decides how a closing plays out.
• Do not wait for the N-8F. It arrives months after the money. The supplements (Form 497 or 424B3), the shareholder letter and the broker notice come first, and they carry the dates you can act on.
• Take the amount from your own records. Neither N-8F states the price. The fund's final annual or semi-annual report and your account statement do. The N-8F says nothing about tax; T. Rowe’s supplement says only that the liquidating distribution “may be a taxable event for certain shareholders.”
• Ask who pays. Question 22 is where you learn whether the fund or the adviser bore the cost. Here it was the adviser (RJ about $10,000, T. Rowe $0); in the Yieldstreet merger, our page reports, the fund itself paid $1,300,978 of the merger costs.
• Know your window. In an open-end fund, redemptions stayed open until the liquidation date. In an interval fund the quarterly repurchase offer is the window, and a liquidation ends it.

FAQ

All figures are from the filings cited, read on EDGAR on November 1, 2026: Forms N-8F (accessions 0001193125-26-383103, 0001193125-26-415435 and 0001999371-26-022723), RJ Private Credit Income Fund's Forms N-8A, N-2/A, 40-17G and RW (0001193125-25-002094, 0001193125-25-239163, 0001193125-26-008810, 0001193125-26-383108), T. Rowe Price Multi-Strategy Total Return Fund's Forms N-CSR, N-CEN, 24F-2NT and prospectus supplements (0001193125-25-329940, 0001099263-26-000015, 0000940400-26-002454, 0001999371-25-013222, 0001999371-26-005662), the blank Form N-8F, and Rules 8f-1 and 23c-3 in the eCFR. Sums, day counts, the cost total and the net outflow are our arithmetic; the reading of what RJ's April 7, 2026 distribution paid is our inference. This is analysis of public documents, not investment, legal or tax advice.