Polen Credit Opportunities Fund N-8F: Private Fund, Wind Down

What the Polen N-8F says, item by item

Form N-8F is the application a registered fund files for an SEC order under Section 8(f) of the Investment Company Act of 1940, which says that when the SEC finds a registered company “has ceased to be an investment company”, it declares so by order and “the registration of such company shall cease to be in effect”. The form has four boxes for the reason: merger, liquidation, abandonment of registration, or election as a business development company. Polen ticked one.

Because items 16 to 23 are skipped, the N-8F says nothing about what the fund owns, what it owes, what the process costs or when anything is paid out. Exhibit A is a short officer’s certificate with two recitals and four resolutions: the board “approved, ratified, confirmed and accepted in all respects” the deregistration and authorized officers to file the application “at such time as the Authorized Officers upon advice of counsel shall determine”. It contains no reasoning.

We compared the three versions. The September 18 original ticked “Initial Application” and its verification paragraph named “Credit Opportunities Fund” and “Polen Opportunities Fund”; the October 9 amendment fixed one of the two names and the October 23 amendment fixed the other. The reason box, the dates and the answers to items 15, 24 and 25 are the same in all three.

The N-8F says private, the notices say wind down

The question a holder asks is what the fund will do after the order. Four documents answer it, and they are not identical.

So the accurate description is neither “goes private and carries on” nor “liquidates”. It is a registered fund that will stop being registered, stop offering to buy shares back on a schedule and then, in the fund’s words, wind down over a period it does not define. Nothing we read gives an end date.

One question the filings leave open. The annual report says the quarterly repurchase requirement is “a fundamental policy, which cannot be changed without the approval of the holders of a majority of the Fund’s outstanding common shares”, while the N-8F says no shareholder vote was needed for the deregistration. No filing explains how the two fit together, and we do not offer a legal conclusion.

What a holder gives up

The fund’s own list is in the two notices. The September 18 supplement names “board composition, affiliated transactions, custody of assets, pricing, liquidity, record keeping, reporting, and disclosure”; the October 1 statement adds “mandatory quarterly repurchases” at the front of the same list, and says: “Investors will lose the protections afforded by the 1940 Act upon the Deregistration becoming effective.”

The tax row is the one most likely to change a holder’s next filing season and the notices only describe it in general terms. They do not mention a Schedule K-1, an IRA holder’s position or state filings, and we found no document that does.

Why a fund does this: the size and the cost

The adviser’s reason is in two sentences of the supplement, and the filings let us test them.

We cannot say how much of the $530,531 exists only because the fund is registered; the filing does not split it. What the numbers do show is a fund of $33 to $36 million whose adviser absorbed about three-quarters of its running costs, whose largest holders were concentrated (affiliated shareholders held 40% and one non-affiliated shareholder 16% at April 30, 2026) and whose one-year return was 2.07% against 7.66% for the ICE BofA U.S. High Yield Index, the figures the annual report prints. The fee waiver was renewed to August 31, 2027 in the prospectus of August 28, 2026, three weeks before the board met.

Four quarterly offers before the decision

The fund’s policy is to offer to buy back 5% each quarter. In the year to April 30, 2026, requests grew while the repurchase price fell.

The annual report footnotes the last three as oversubscribed “such that proration of repurchase requests was required”. The fund also reported NAV per share of $8.60 on February 23, 2026, $8.43 on May 26, $8.30 on August 25 and $8.27 on September 28, 2026, in its notices. From the $9.37 of July 1, 2025 to $8.27 is a fall of 11.7% (our arithmetic), while the fund paid $4,225,859 of dividends in the year to April 30, 2026. Results of the offers priced July 1 and October 1, 2026 are not yet in any filing.

The special offer: up to 40%, closed October 30

On October 1, 2026 the fund opened a discretionary offer under Rule 23c-3(c) for up to 40% of shares outstanding at the request deadline, with permission to add up to 2%, at NAV on the pricing date. The deadline was the close of the New York Stock Exchange on October 30, 2026, the expected pricing date was the same day (and no later than fourteen days after), and payment was to follow within seven days. No repurchase fee applied, although the fund says it may charge up to 2.00% in later offers. The notice warns that if requests exceed the amount, tenders are taken pro rata: “There is no assurance that you will be able to sell as many of your Shares as or when you desire to sell.”

For scale only: 40% of the 4,239,169 shares outstanding at April 30, 2026 is about 1.70 million shares, about $14.0 million at $8.27 (our arithmetic; the share count at October 30 is not public). That compares with 221,461 shares bought in the April offer. Any sale is, in the notice’s words, “a taxable event”. The result will appear when the fund next reports, if it is still required to.

Buttonwood First Access Fund: leaving before it opened

Buttonwood First Access Fund Ltd. (CIK 2104046, file 811-24161, Maryland, Uniondale, New York) used the same form and the same box for the opposite reason. Its sequence on EDGAR:

Its N-8F answers item 25 “No”: the fund “has never made a public offering”, did not “ever engage in the business of investing, reinvesting or trading in securities” and, in its words, “As of September 2, 2026, the fund held no securities, and its only tangible assets were cash.” The SEC’s staff guidance of April 2014 says a wind-up of this kind answers “no” and uses that wording; a fund that continues as a private fund answers “yes” and must tell holders the 1940 Act protections end. So the two funds ticked the same box with opposite answers on item 25, and that is the quickest way to tell them apart.

For a reader, Buttonwood is a different case from Polen: nobody holds shares, nothing is lost and no money is at stake. We cover it because it appears in the same SEC notice and because a search for either fund lands on the same form.

Eight applicants in one SEC notice

On October 30, 2026 the SEC published Investment Company Act Release No. 36375, a notice of applications for deregistration for October. It says: “An order granting each application will be issued unless the SEC orders a hearing.” Hearing requests requests must reach the SEC by 5:30 p.m. Eastern on November 24, 2026. The staff’s 2014 guidance says the notice period is “typically 25 days” and the order follows.

Three of the eight rely on Section 3(c)(1) to exist as a private fund after the order, and only Polen and Pursuit describe it as continuing operations without a stated end; Privacore says “for a brief period”. Pursuit is covered in our Pursuit Asset-Based Income Fund page. Of the five that do not stay private, three moved holders into another fund and paid out at NAV, which is the opposite of Polen’s position, where holders keep their interest in the same fund. How many other registered funds could do the same is not something the filings answer; the Section 3(c)(1) ceiling is 100 beneficial owners, the minimum Polen investment is $100,000 and our list of interval funds still shows Polen as an interval fund of about $33.0 million, ranked 149th of 170.

How to see this on EDGAR

1. Open the fund’s page by CIK: 1965985 for Polen, 2104046 for Buttonwood. In the form-type filter, type N-8F; it matches N-8F and N-8F/A.
2. Read the main document and then Exhibit A (EX-99.(A)), which is listed on the filing index and holds the board resolutions.
3. Read the notices that sit beside it: Form 424B3 (September 18, 2026), Form N-23C-3 notifications (N-23C3A for the quarterly offers, N-23C3B for the discretionary one), then the last annual report (N-CSR) and the Form N-PORT filings.
4. Check the SEC’s monthly notice of deregistration applications (release IC-36375 for October, published October 30, 2026) and, a few weeks after the hearing deadline, the order itself.
5. After the order, the registration “shall cease to be in effect” under Section 8(f). We found no Polen document saying whether it will keep filing annual reports. Registered funds file Forms N-CSR, N-PORT and N-23C-3 because they are registered, so expect new ones to stop unless the fund says otherwise, and treat later information as coming from the fund rather than from EDGAR.

What a reader can do with this

• If you hold Polen shares, ask the fund or your intermediary five things in writing: the result of the October 30 offer and how much of your request was filled; the date and form of the notice the N-8F says holders received; the plan and timetable for the wind down and for distributions; who will value the portfolio, how often, and whether statements and financial statements will keep coming; and how the partnership tax reporting will reach you, including if the shares sit in an IRA or other retirement account.
• Do not read “private fund” as “liquidation”. On the filings, no date exists on which holders are paid in full. A holder who needs the money has the repurchase windows the fund has run; after the order, the fund says they will stop.
• If you hold another interval fund, check three numbers on its latest annual report: net assets over time, the share of expenses waived by the adviser and the date that waiver ends, and the share of tendered shares the fund actually bought. Polen shows what those looked like in the year before the decision; they do not predict what any other fund will do.
• Watch the order. The SEC says the order issues unless a hearing is ordered; the hearing-request window ends November 24, 2026.

The fund asks the SEC to declare it is no longer a registered investment company and says it will continue as a private fund. For a position of this size the useful second opinion is on the exit and tax questions above, and before any decision on the remaining shares.

Related reading: what an interval fund is and how the 5% rule works, the private credit redemptions tracker and Pursuit Asset-Based Income Fund, the other 3(c)(1) applicant in the same SEC notice.

FAQ

All figures come from SEC filings read on EDGAR on November 1, 2026. Polen Credit Opportunities Fund (CIK 1965985): Form N-8F of September 18, 2026 (accession 0001829126-26-010239) and N-8F/A of October 9 and October 23, 2026 (0001829126-26-010963, 0001829126-26-011486) with Exhibit A; Form 424B3 of September 18, 2026 (0001829126-26-010237); Form N-23C-3 notices of February 27, May 29, August 28 and October 1, 2026 (0001829126-26-001701, 0001829126-26-005784, 0001829126-26-009466, 0001829126-26-010660); the annual report on Form N-CSR for the year ended April 30, 2026 (0001193125-26-299826); the prospectus update of August 28, 2026 (0001829126-26-009477); and twelve Form N-PORT filings from October 2023 to September 2026. Buttonwood First Access Fund Ltd. (CIK 2104046): Forms N-8A, N-2, 497AD, N-2/A, RW (0001213900-26-093367), N-8F (0001213900-26-096617) and N-8F/A (0001213900-26-108390). Also SEC Investment Company Act Release No. 36375 of October 30, 2026, the SEC Division of Investment Management guidance update 2014-05 on Form N-8F, the text of Form N-8F, and 15 U.S.C. 80a-3(c)(1) and 80a-8(f). Percentages, sums and the 40% scale estimate are our arithmetic from those filings. N-8F answers are the fund’s statements, not SEC findings. This is analysis of public documents, not investment, legal or tax advice.