Coatue Innovative Strategies Fund Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 23rd, 2025 • Coatue Innovation Fund • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of April, 2025, by and between Coatue Innovation Fund, a Delaware statutory trust (the “Fund”) and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”, and together, with the Fund, the “Parties”).

CUSTODY AGREEMENT
Custody Agreement • April 23rd, 2025 • Coatue Innovation Fund • Massachusetts
COATUE INNOVATION FUND (FORMERLY, COATUE CTEK FUND) AMENDED AND RESTATED DECLARATION AND AGREEMENT OF TRUST March 31, 2025
Declaration and Agreement of Trust • April 23rd, 2025 • Coatue Innovation Fund

This AMENDED AND RESTATED DECLARATION AND AGREEMENT OF TRUST made on March 31, 2025 by the individual executing this Declaration as Trustee and the holders from time to time of the shares of beneficial interest issued hereunder.

FORESIDE FUND SERVICES, LLC DEALER AGREEMENT COATUE INNOVATION FUND
Dealer Agreement • April 23rd, 2025 • Coatue Innovation Fund

This agreement is made and effective as of this _____ day of _________________, 20__, by and between Foreside Fund Services, LLC (“Distributor”) and [DEALER NAME] (“Dealer” and, together with Distributor, the “Parties”);

COINBASE PRIME BROKER AGREEMENT
Coinbase Prime Broker Agreement • April 23rd, 2025 • Coatue Innovation Fund • New York
TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 23rd, 2025 • Coatue Innovation Fund

THIS TRANSFER AGENCY AND SERVICE AGREEMENT (this “Agreement”) is made as of the __ day of _______, 2025, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Congress Street, Boston, Massachusetts 02114 (“State Street” or the “Transfer Agent”), and COATUE INNOVATION FUND, a Delaware statutory trust having its principal office and place of business at c/o Coatue Management, L.L.C., 9 West 57th Street, 25th Floor, New York, NY 10019 (the “Fund”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • April 23rd, 2025 • Coatue Innovation Fund • New York

THIS INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT (this "Agreement") is made as of March 31, 2025, by and between Coatue Innovation Fund, a Delaware statutory trust (the "Fund") and Coatue Management, L.L.C., a Delaware limited liability company (the "Adviser").

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 23rd, 2025 • Coatue Innovation Fund • New York

This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) made as of [--] [--], 2025, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Administrator”), and each entity identified on Appendix A, whose entity type and jurisdiction of formation is identified opposite its name (each, a “Fund” and collectively with the Administrator, the “Parties”, or a “Party”). Although the Parties have executed this Agreement in the form of a master agreement for administrative convenience, this Agreement shall create a separate Agreement for each Fund as though the Administrator had executed a separate Agreement with each Fund. The rights and obligations of each Fund under this Agreement are several. No rights, responsibilities or liabilities of a Fund shall be attributed to any other Fund.

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 23rd, 2025 • Coatue Innovation Fund
Investor Name Subscription Agreement – RIAs FOR Class S, D and I Shares Effective as of March 31, 2025
Subscription Agreement • April 23rd, 2025 • Coatue Innovation Fund

This subscription agreement is utilized for the offering of shares of beneficial interest (the "Shares") of Coatue Innovation Fund (the "Fund"). This subscription agreement may be used only by investors that are both (i) "accredited investors" within the meaning given to such term in Regulation D under the Securities Act of 1933, as amended (the "Securities Act") and (ii) "qualified clients" within the meaning given to such term in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

FORESIDE FUND SERVICES, LLC SELLING GROUP MEMBER AGREEMENT COATUE INNOVATION FUND
Selling Group Member Agreement • April 23rd, 2025 • Coatue Innovation Fund

This agreement is made and effective as of this _____ day of _________________, 20__, by and between Foreside Fund Services, LLC (“Distributor”) and [INTERMEDIARY NAME] (“Selling Group Member” or “Intermediary” and, together with Distributor, the “Parties”);

Investor Name Subscription Agreement – RIAs FOR Class S, D and I Shares Effective as of March 31, 2025
Subscription Agreement • June 11th, 2025 • Coatue Innovation Fund

This subscription agreement is utilized for the offering of shares of beneficial interest (the "Shares") of Coatue Innovation Fund (the "Fund"). This subscription agreement may be used only by investors that are "qualified clients" within the meaning given to such term in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

Investor Name Coatue Innovative Strategies Fund
Subscription Agreement • July 22nd, 2025 • Coatue Innovative Strategies Fund

This subscription agreement is utilized for the offering of shares of beneficial interest (the "Shares") of Coatue Innovative Strategies Fund (the "Fund"). This subscription agreement may be used only by investors that are "qualified clients" within the meaning given to such term in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Financial intermediaries may impose additional eligibility standards.

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 30th, 2026 • Coatue Innovative Strategies Fund
Investor Name Subscription Agreement FOR Class S, D and I Shares Effective as of September 9, 2025
Subscription Agreement • November 25th, 2025 • Coatue Innovative Strategies Fund

This subscription agreement is utilized for the offering of shares of beneficial interest (the "Shares") of Coatue Innovative Strategies Fund (the "Fund"). This subscription agreement may be used only by investors that are "qualified clients" within the meaning given to such term in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Financial intermediaries may impose additional eligibility standards.