The Hokupaa-85 curvature adaptive optics system components have been adapted to create a new AO-corrected coud{e} instrument at the 3.67m Advanced Electro-Optical System (AEOS) telescope. This new AO-corrected optical path is designed to deliver an f/40 diffraction-limited focus at wavelengths longer than 800nm. A new EMCCD-based dual-beam imaging polarimeter called InnoPOL has been designed and is presently being installed behind this corrected f/40 beam. The InnoPOL system is a flexible platform for optimizing polarimetric performance using commercial solutions and for testing modulation strategies. The system is designed as a technology test and demonstration platform as the coud{e} path is built using off-the-shelf components wherever possible. Models of the polarimetric performance after AO correction show that polarization modulation at rates as slow as 200Hz can cause speckle correlations in brightness and focal plane location sufficient enough to change the speckle suppression behavior of the modulators. These models are also verified by initial EMCCD scoring camera data at AEOS. Substantial instrument trades and development efforts are explored between instrument performance parameters and various polarimetric noise sources.
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