Exhibit 99.(p)

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.

The Fund offers the Shares on a continuous basis. The Shares generally are offered for purchase as of the first business day of each calendar month, or at such other times as determined in the discretion of the Fund's Board of Trustees. The purchase price of the Shares will be based on the net asset value per Share as of the date such Shares are purchased (the "Closing Date"). Prior to a Closing Date, and to the receipt and acceptance of this subscription agreement, your funds will be placed in an account at the Fund's transfer agent. On the Closing Date, the balance in the account with respect to each investor whose investment is accepted will be invested in the Fund on behalf of such investor. You will not become a shareholder in the Fund, and have no rights (including, without limitation, any voting or redemption rights, or any rights with respect to standing), until the relevant Closing Date. The Fund, in its discretion, may suspend the offering of the Shares at any time.

Please note that all information must be completed and executed in order for your subscription to be reviewed. If the Fund decides to accept the subscription, you will be admitted as a shareholder in the Fund (except as otherwise determined by the Fund, in its sole discretion). You must immediately notify the Fund in the event that any of the representations or warranties or other information provided herein is or becomes inaccurate or incomplete in any respect.

PRIOR TO INVESTING, PLEASE READ CAREFULLY THE FUND'S PROSPECTUS. AN INVESTMENT IN THE FUND INVOLVES RISKS AND CONFLICTS OF INTEREST AS DESCRIBED IN THE PROSPECTUS. YOU MAY NOT SELL OR TRANSFER YOUR SHARES OR WITHDRAW FROM THE FUND EXCEPT AS PROVIDED FOR IN THE PROSPECTUS AND THE FUND'S ORGANIZATIONAL DOCUMENTS.

Acknowledgements

Coatue Innovative Strategies Fund Subscription Document

The Fund accepts investments from individuals or entities with a U.S. Social Security Number or Taxpayer Identification Number. Please note that the value of your account may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.

1. Investment — See payment instructions on first page

2. Share Class

Initial investment minimum is $50,000 for Class S and D Shares.* Initial investment minimum is $1,000,000 for Class I Shares.* The minimum additional investment in the Fund by any investor is $5,000 for Class S and D Shares, except for additional purchases pursuant to the Dividend Reinvestment Plan. *Additional investment in the Fund is $250,000 for Class I Shares.*

*Available for certain fee-based wrap accounts and other eligible investors as disclosed in the Prospectus.

¨ Class S Shares – Fund ID 6120

¨ Class D Shares – Fund ID 6121

¨ Class I Shares – Fund ID 6122

[If investing through a broker-dealer must make a selection below]

Charge: ¨ YES            ¨ NO

Amount $ ______________________ or ___________ %

The Investor acknowledges that a sales charge of up to 3.50% and 1.50% of the Subscription Amount specified above may be charged by an eligible financial intermediary in connection with an investment in Class S and D Shares respectively and that only the net amount, after deduction of the sales charge, will be invested in the Fund.

3. Type of Ownership (All authorized owners must sign in Section 14)

A. Is your investment held through a custodian or through a brokerage account?

¨ YES            ¨ NO

If yes, please complete the Section below and deliver the completed subscription agreement to your custodian, broker-dealer, or investment adviser.

B. Please select one (1) type of ownership below

4. Subscriber Information

A. Investor Information

B. Co-Investor Information 

C. Entity Information — Retirement Plan/Trust/Corporation/Partnership/Other

(Trustee(s) and/or Authorized Signatory(s) information MUST be provided in Sections 4A and 4B)

Entity Type (Select one (1) — required)

Check if appropriate:

Exempt Payee Code (see IRS Form W-9 for a list of exempt payee codes): _____________________________________________________________

5. Contact Information (If different than provided in Section 4)

6. Electronic Delivery Form

Instead of receiving paper copies of the Prospectus, prospectus supplements, annual reports, and other shareholder communications and reports, you may elect to receive electronic delivery of shareholder communications and other documents from the Fund. If you would like to consent to electronic delivery, including pursuant to e-mail, please check the box below for this election.

The Fund encourages you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of shareholder communications and statement notifications. By consenting below to electronically receive shareholder communications, including your account-specific information, you authorize said offering(s) to either (i) e-mail shareholder communications to you directly or (ii) make them available on our website and notify you by e-mail when and where such documents are available.

You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or the Fund, in its sole discretion, elects to send paper copies of the materials.

By consenting to electronic access, you will be responsible for certain costs, such as your customary internet service provider charges, and may be required to download software in connection with access to these materials. You understand this electronic delivery program may be changed or discontinued and that the terms of this agreement may be amended at any time. You understand that there are possible risks associated with electronic delivery such as e-mails not transmitting, links failing to function properly and system failure of online service providers, and that there is no warranty or guarantee given concerning the transmissions of e-mail, the availability of the website, or information on it, other than as required by law. You understand that your customary internet service provider may occasionally experience system failure, and hyperlinks to documents may not function properly. You agree to promptly notify us of any change in your e-mail address. You agree that our sending of the notice or e-mail will constitute good and effective delivery of the information to you, regardless of whether you actually access the website containing the information or open the e-mail and/or attachments. The documents and other information delivered electronically may be formatted in Adobe Acrobat's portable document format ("PDF"), hypertext mark-up language or other file formats the Fund deems appropriate. In order to view or print documents provided in PDF, you will have to obtain the Adobe Acrobat Reader, which is available free of charge at Adobe's website (located at www. adobe.com), and install it on your computer. You are responsible for having any necessary hardware, software or other technology to access the information sent electronically, including a printer or other device to download and save any information that you may wish to retain.

7. Broker-Dealer or Broker-Dealer Representative (Financial Advisor Information) (Required Information for Investors through a Broker-Dealer)

The Financial Advisor must sign below to complete the order. If you are not investing through a Broker-Dealer or Financial Advisor, continue to Section 8.

The Financial Advisor hereby warrants that he/she is duly licensed to sell the Shares in the state designated as the investor's legal residence. Please note that unless previously agreed to in writing by the Fund, all sales of securities must be made through a Broker-Dealer, including when an RIA has introduced the sale. In all cases, Section 7 must be completed.

The undersigned confirm(s), which confirmation is made on behalf of the Broker-Dealer with which Financial Advisor is associated, with respect to sales of securities made through a Broker-Dealer that they (i) have reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (ii) have discussed such investor's prospective purchase of the Shares with such investor; (iii) have advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the Shares; (iv) have delivered or made available a current Prospectus and related supplements, if any, to such investor; (v) have reasonable grounds to believe that the investor is purchasing the Shares for his or her own account; (vi) have reasonable grounds to believe that the purchase of the Shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the Prospectus and related supplements, if any, and that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto; and (vii) have advised such investor that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus. The undersigned Broker-Dealer and Financial Advisor understand and agree that they shall be solely responsible for determining if any recommendation to invest in the Shares is in the best interest of, or suitable for, the investor, as applicable. The undersigned Broker-Dealer and Financial Advisor listed in Section 7 further represent and certify that, in connection with this subscription for the Shares, they have complied with and have followed all applicable policies and procedures of their firm relating to, and performed functions required by, federal and state securities laws, rules promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, but not limited to, Rule 15l-1 ("Regulation Best Interest") and Financial Industry Regulatory Authority, Inc. ("FINRA") rules and regulations including, but not limited to, Know Your Customer, Suitability and, any anti-money laundering requirements under the Bank Secrecy Act ("BSA") and its implementing regulations (Customer Identification Program, AML Rules) as required by its relationship with the investor(s) identified on this document. The undersigned Broker- Dealer and Financial Advisor acknowledge that the investor who purchases the Shares through the Broker-Dealer and Financial Advisor firm are "customers" of Broker- Dealer or Financial Advisor's firm as applicable and not of any broker-dealer affiliate of the Adviser. The Broker-Dealer hereby represents that it has adopted, implemented, and will maintain a written anti-money laundering compliance program ("AML Program") including, without limitation, anti-money laundering policies and procedures relating to the Customer Identification Program and the AML Rules. In addition, the Broker-Dealer agrees that it has policies and procedures in place to check the names of new customers against government watch lists, including the U.S. Treasury Department Office of Foreign Asset Control list of Specially Designated Nationals and Blocked Persons. The Broker-Dealer is not relying on the Adviser's AML Program for any purposes. The Broker-Dealer agrees to notify the Fund immediately if the firm is subject to a Securities and Exchange Commission ("SEC") or FINRA disclosure event or a fine from the SEC related to its AML Program.

The Broker-Dealer and Financial Advisor agree to comply with all applicable rules, regulations and guidelines issued by the SEC and FINRA, as well as any other applicable laws or regulations pertaining to the delivery of the Prospectus any other fund documentation and signature of this subscription agreement, including any electronic delivery and signature requirements that may apply. The Broker-Dealer acknowledges that its firm is acting as an agent of the Fund only with respect to the delivery of the Prospectus and any other fund documentation electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent its firm's actions are in compliance with this subscription agreement. The Broker-Dealer will comply, as applicable, with the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act, to the extent applicable, as adopted in each applicable jurisdiction and any other applicable laws including but not limited to applicable SEC guidance regarding the electronic delivery of materials under the federal securities laws.

THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

Prospective investors are advised and hereby acknowledge that the Adviser and/or its respective affiliates may pay ongoing consideration to intermediaries in connection with the offering and sale of the Shares and/or ongoing services provided by such parties in connection therewith.

8.Distribution Instructions

Only complete the following information if you do not wish to enroll in the Dividend Reinvestment Plan. All distributions will be reinvested unless one (1) of the following is checked:

Non-Custodial Ownership

¨ I prefer that my distribution be deposited directly into the account listed in Section 9.

¨ I prefer that my distribution be paid by check and sent to the address listed in Section 4.

Custodial Ownership

¨ I prefer that my distribution be sent to my Custodian for deposit into my Custodial account cited in Section 3.

9. Bank or Brokerage Account Information

Complete this section ONLY if you do not wish to enroll in the Dividend Reinvestment Plan and you instead elect to receive cash distributions.

I authorize the Fund or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify the Fund in writing to cancel it. In the event that the Fund deposits funds erroneously into my account, it is authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

10. Cost Basis Election

The Fund has elected the first in first out (FIFO) cost method as the default cost basis method for purposes of this requirement.

If an investor wishes to accept the FIFO cost method as its default cost basis calculation method in respect of the Shares in its account, the investor does not need to take any additional action.

If, however, an investor wishes to affirmatively elect an alternative cost basis calculation method other than FIFO cost in respect of the Shares, please select one (1) of the following:

11. Investor Suitability (must be completed)

The following relates to an investor's status as a "qualified client." If you are unsure in any respect as to your status, please contact your financial intermediary.

A. Individuals

A potential investor qualifies as a "qualified client" within the meaning of Rule 205-3 under the Advisers Act if:

B. Entities

A potential investor qualifies as a "qualified client" within the meaning of Rule 205-3 under the Advisers Act if:

12. Miscellaneous

If investors participating in the Dividend Reinvestment Plan or making subsequent purchases of the Shares experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 11 above, they are asked to promptly notify the Fund and the Broker-Dealer or RIA through whom investor is purchasing shares in writing. The Broker-Dealer or RIA may notify the Fund if an investor participating in the Dividend Reinvestment Plan can no longer make the representations or warranties set forth in Section 11 above, and the Fund may rely on such notification to terminate such investor's participation in the Dividend Reinvestment Plan.

No sale of the Shares may be completed until at least five (5) business days after you receive the final Prospectus. To be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price at least five (5) business days prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.

All items on the subscription agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the Prospectus in its entirety for a complete explanation of an investment in the Shares.

13. Acknowledgement and Signature (All account owners/trustees must sign on the following page)

By signing below:

AN INVESTMENT IN THE FUND IS SPECULATIVE WITH A SUBSTANTIAL RISK OF LOSS. THE FUND DOES NOT GUARANTEE ANY LEVEL OF RETURN OR RISK ON INVESTMENTS AND THERE CAN BE NO ASSURANCE THAT THE FUND'S INVESTMENT OBJECTIVE WILL BE ACHIEVED. AN INVESTMENT IN THE FUND ENTAILS SUBSTANTIAL RISKS, INCLUDING BUT NOT LIMITED TO:

YOU SHOULD CAREFULLY CONSIDER THESE RISKS TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THE PROSPECTUS BEFORE MAKING A DECISION TO INVEST IN THE FUND.

Under penalty of perjury, I certify that:

Note: Cross out number 2 if you have been notified by the IRS that you are currently subject to backup withholding.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid back-up withholding. If this is an individual retirement account, the custodian or trustee of the account is also required to execute this Application below:

If the subscriber(s) is purchasing the Shares through a registered dealer or registered investment adviser that has full discretionary authority for the subscriber(s), then the broker, financial advisor or other investor representative is required to execute this subscription agreement below AND attach a complete copy of the documentation evidencing such discretionary authority to this subscription agreement.

UBO(s) and Controlling Party Form

1.            Persons opening an account on behalf of an Investor must provide the following information:

c.  The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the Investor listed above:

(If no individual meets this definition, please write “Not Applicable.”)

(If appropriate, an individual listed under section (c) above may also be listed in this section (d)).

I,                                                                                   (name of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete and correct.

¹        In lieu of a passport number, Non-U.S. persons may also provide a Social Security Number, an alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard.

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.

The Fund offers the Shares on a continuous basis. The Shares generally are offered for purchase as of the first business day of each calendar month, or at such other times as determined in the discretion of the Fund's Board of Trustees. The purchase price of the Shares will be based on the net asset value per Share as of the date such Shares are purchased (the "Closing Date"). Prior to a Closing Date, and to the receipt and acceptance of this subscription agreement, your funds will be placed in an account at the Fund's transfer agent. On the Closing Date, the balance in the account with respect to each investor whose investment is accepted will be invested in the Fund on behalf of such investor. You will not become a shareholder in the Fund, and have no rights (including, without limitation, any voting or redemption rights, or any rights with respect to standing), until the relevant Closing Date. The Fund, in its discretion, may suspend the offering of the Shares at any time.

Please note that all information must be completed and executed in order for your subscription to be reviewed. If the Fund decides to accept the subscription, you will be admitted as a shareholder in the Fund (except as otherwise determined by the Fund, in its sole discretion). You must immediately notify the Fund in the event that any of the representations or warranties or other information provided herein is or becomes inaccurate or incomplete in any respect.

PRIOR TO INVESTING, PLEASE READ CAREFULLY THE FUND'S PROSPECTUS. AN INVESTMENT IN THE FUND INVOLVES RISKS AND CONFLICTS OF INTEREST AS DESCRIBED IN THE PROSPECTUS. YOU MAY NOT SELL OR TRANSFER YOUR SHARES OR WITHDRAW FROM THE FUND EXCEPT AS PROVIDED FOR IN THE PROSPECTUS AND THE FUND'S ORGANIZATIONAL DOCUMENTS.

Acknowledgements

Coatue Innovative Strategies Fund Subscription Document

The Fund accepts investments from individuals or entities with a U.S. Social Security Number or Taxpayer Identification Number. Please note that the value of your account may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.

1. Investment — See payment instructions on first page

2. Share Class

Initial investment minimum is $50,000 for Class S and D Shares.* Initial investment minimum is $1,000,000 for Class I Shares.* The minimum additional investment in the Fund by any investor is $5,000 for Class S and D Shares, except for additional purchases pursuant to the Dividend Reinvestment Plan. *Additional investment in the Fund is $250,000 for Class I Shares.*

*Available for certain fee-based wrap accounts and other eligible investors as disclosed in the Prospectus.

¨ Class S Shares – Fund ID 6120

¨ Class D Shares – Fund ID 6121

¨ Class I Shares – Fund ID 6122

Charge: ¨ YES            ¨ NO

Amount $ ______________________ or ___________ %

The Investor acknowledges that a sales charge of up to 3.50% and 1.50% of the Subscription Amount specified above may be charged by an eligible financial intermediary in connection with an investment in Class S and D Shares respectively and that only the net amount, after deduction of the sales charge, will be invested in the Fund.

3. Type of Ownership (All authorized owners must sign in Section 13)

A. Is your investment held through a custodian or through a brokerage account?

¨ YES            ¨ NO

If yes, please complete the Section below and deliver the completed subscription agreement to your custodian, broker-dealer, or investment adviser.

B. Please select one (1) type of ownership below

4. Subscriber Information

A. Investor Information

B. Co-Investor Information

C. Entity Information — Retirement Plan/Trust/Corporation/Partnership/Other

(Trustee(s) and/or Authorized Signatory(s) information MUST be provided in Sections 4A and 4B)

Entity Type (Select one (1) — required)

Check if appropriate:

Exempt Payee Code (see IRS Form W-9 for a list of exempt payee codes): _____________________________________________________________

5. Contact Information (If different than provided in Section 4) 

6. Electronic Delivery Form

Instead of receiving paper copies of the Prospectus, prospectus supplements, annual reports, and other shareholder communications and reports, you may elect to receive electronic delivery of shareholder communications and other documents from the Fund. If you would like to consent to electronic delivery, including pursuant to e-mail, please check the box below for this election.

The Fund encourages you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of shareholder communications and statement notifications. By consenting below to electronically receive shareholder communications, including your account-specific information, you authorize said offering(s) to either (i) e-mail shareholder communications to you directly or (ii) make them available on our website and notify you by e-mail when and where such documents are available.

You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or the Fund, in its sole discretion, elects to send paper copies of the materials.

By consenting to electronic access, you will be responsible for certain costs, such as your customary internet service provider charges, and may be required to download software in connection with access to these materials. You understand this electronic delivery program may be changed or discontinued and that the terms of this agreement may be amended at any time. You understand that there are possible risks associated with electronic delivery such as e-mails not transmitting, links failing to function properly and system failure of online service providers, and that there is no warranty or guarantee given concerning the transmissions of e-mail, the availability of the website, or information on it, other than as required by law. You understand that your customary internet service provider may occasionally experience system failure, and hyperlinks to documents may not function properly. You agree to promptly notify us of any change in your e-mail address. You agree that our sending of the notice or e-mail will constitute good and effective delivery of the information to you, regardless of whether you actually access the website containing the information or open the e-mail and/or attachments. The documents and other information delivered electronically may be formatted in Adobe Acrobat's portable document format ("PDF"), hypertext mark-up language or other file formats the Fund deems appropriate. In order to view or print documents provided in PDF, you will have to obtain the Adobe Acrobat Reader, which is available free of charge at Adobe's website (located at www. adobe.com), and install it on your computer. You are responsible for having any necessary hardware, software or other technology to access the information sent electronically, including a printer or other device to download and save any information that you may wish to retain.

7. Broker-Dealer or Broker-Dealer Representative (Financial Advisor Information) (Required Information)

The Financial Advisor must sign below to complete the order.

The Financial Advisor hereby warrants that he/she is duly licensed to sell the Shares in the state designated as the investor's legal residence. Please note that unless previously agreed to in writing by the Fund, all sales of securities must be made through a Broker-Dealer, including when an RIA has introduced the sale. In all cases, Section 7 must be completed.

The undersigned confirm(s), which confirmation is made on behalf of the Broker-Dealer with which Financial Advisor is associated, with respect to sales of securities made through a Broker-Dealer that they (i) have reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (ii) have discussed such investor's prospective purchase of the Shares with such investor; (iii) have advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the Shares; (iv) have delivered or made available a current Prospectus and related supplements, if any, to such investor; (v) have reasonable grounds to believe that the investor is purchasing the Shares for his or her own account; (vi) have reasonable grounds to believe that the purchase of the Shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the Prospectus and related supplements, if any, and that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto; and (vii) have advised such investor that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus. The undersigned Broker-Dealer and Financial Advisor understand and agree that they shall be solely responsible for determining if any recommendation to invest in the Shares is in the best interest of, or suitable for, the investor, as applicable. The undersigned Broker-Dealer and Financial Advisor listed in Section 7 further represent and certify that, in connection with this subscription for the Shares, they have complied with and have followed all applicable policies and procedures of their firm relating to, and performed functions required by, federal and state securities laws, rules promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, but not limited to, Rule 15l-1 ("Regulation Best Interest") and Financial Industry Regulatory Authority, Inc. ("FINRA") rules and regulations including, but not limited to, Know Your Customer, Suitability and, any anti-money laundering requirements under the Bank Secrecy Act ("BSA") and its implementing regulations (Customer Identification Program, AML Rules) as required by its relationship with the investor(s) identified on this document. The undersigned Broker- Dealer and Financial Advisor acknowledge that the investor who purchases the Shares through the Broker-Dealer and Financial Advisor firm are "customers" of Broker- Dealer or Financial Advisor's firm as applicable and not of any broker-dealer affiliate of the Adviser. The Broker-Dealer hereby represents that it has adopted, implemented, and will maintain a written anti-money laundering compliance program ("AML Program") including, without limitation, anti-money laundering policies and procedures relating to the Customer Identification Program and the AML Rules. In addition, the Broker-Dealer agrees that it has policies and procedures in place to check the names of new customers against government watch lists, including the U.S. Treasury Department Office of Foreign Asset Control list of Specially Designated Nationals and Blocked Persons. The Broker-Dealer is not relying on the Adviser's AML Program for any purposes. The Broker-Dealer agrees to notify the Fund immediately if the firm is subject to a Securities and Exchange Commission ("SEC") or FINRA disclosure event or a fine from the SEC related to its AML Program.

The Broker-Dealer and Financial Advisor agree to comply with all applicable rules, regulations and guidelines issued by the SEC and FINRA, as well as any other applicable laws or regulations pertaining to the delivery of the Prospectus any other fund documentation and signature of this subscription agreement, including any electronic delivery and signature requirements that may apply. The Broker-Dealer acknowledges that its firm is acting as an agent of the Fund only with respect to the delivery of the Prospectus and any other fund documentation electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent its firm's actions are in compliance with this subscription agreement. The Broker-Dealer will comply, as applicable, with the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act, to the extent applicable, as adopted in each applicable jurisdiction and any other applicable laws including but not limited to applicable SEC guidance regarding the electronic delivery of materials under the federal securities laws.

THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

Prospective investors are advised and hereby acknowledge that the Adviser and/or its respective affiliates may pay ongoing consideration to intermediaries in connection with the offering and sale of the Shares and/or ongoing services provided by such parties in connection therewith.

8.Distribution Instructions

Only complete the following information if you do not wish to enroll in the Dividend Reinvestment Plan. All distributions will be reinvested unless one (1) of the following is checked:

Non-Custodial Ownership

¨ I prefer that my distribution be deposited directly into the account listed in Section 9.

¨ I prefer that my distribution be paid by check and sent to the address listed in Section 4.

Custodial Ownership

¨ I prefer that my distribution be sent to my Custodian for deposit into my Custodial account cited in Section 3.

9. Bank or Brokerage Account Information

Complete this section ONLY if you do NOT wish to enroll in the Dividend Reinvestment Plan and you instead elect to receive cash distributions.

I authorize the Fund or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify the Fund in writing to cancel it. In the event that the Fund deposits funds erroneously into my account, it is authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

10. Cost Basis Election

The Fund has elected the first in first out (FIFO) cost method as the default cost basis method for purposes of this requirement.

If an investor wishes to accept the FIFO cost method as its default cost basis calculation method in respect of the Shares in its account, the investor does not need to take any additional action.

If, however, an investor wishes to affirmatively elect an alternative cost basis calculation method other than FIFO cost in respect of the Shares, please select one (1) of the following:

11. Investor Suitability (must be completed)

The following relates to an investor's status as a "qualified client." If you are unsure in any respect as to your status, please contact your financial intermediary.

A. Individuals

A potential investor qualifies as a "qualified client" within the meaning of Rule 205-3 under the Advisers Act if:

B. Entities

A potential investor qualifies as a "qualified client" within the meaning of Rule 205-3 under the Advisers Act if:

12. Miscellaneous

If investors participating in the Dividend Reinvestment Plan or making subsequent purchases of the Shares experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 11 above, they are asked to promptly notify the Fund and the Broker-Dealer through whom investor is purchasing shares in writing. The Broker-Dealer may notify the Fund if an investor participating in the Dividend Reinvestment Plan can no longer make the representations or warranties set forth in Section 11 above, and the Fund may rely on such notification to terminate such investor's participation in the Dividend Reinvestment Plan.

No sale of the Shares may be completed until at least five (5) business days after you receive the final Prospectus. To be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price at least five (5) business days prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.

All items on the subscription agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the Prospectus in its entirety for a complete explanation of an investment in the Shares.

13. Acknowledgement and Signature (All account owners/trustees must sign on the following page)

By signing below:

AN INVESTMENT IN THE FUND IS SPECULATIVE WITH A SUBSTANTIAL RISK OF LOSS. THE FUND DOES NOT GUARANTEE ANY LEVEL OF RETURN OR RISK ON INVESTMENTS AND THERE CAN BE NO ASSURANCE THAT THE FUND'S INVESTMENT OBJECTIVE WILL BE ACHIEVED. AN INVESTMENT IN THE FUND ENTAILS SUBSTANTIAL RISKS, INCLUDING BUT NOT LIMITED TO:

YOU SHOULD CAREFULLY CONSIDER THESE RISKS TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THE PROSPECTUS BEFORE MAKING A DECISION TO INVEST IN THE FUND.

Under penalty of perjury, I certify that:

Note: Cross out number 2 if you have been notified by the IRS that you are currently subject to backup withholding.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid back-up withholding. If this is an individual retirement account, the custodian or trustee of the account is also required to execute this Application below:

If the subscriber(s) is purchasing the Shares through a registered dealer or registered investment adviser that has full discretionary authority for the subscriber(s), then the broker, financial advisor or other investor representative is required to execute this subscription agreement below AND attach a complete copy of the documentation evidencing such discretionary authority to this subscription agreement.

UBO(s) and Controlling Party Form

1.            Persons opening an account on behalf of an Investor must provide the following information:

c.    The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the Investor listed above:

(If no individual meets this definition, please write “Not Applicable.”)

(If appropriate, an individual listed under section (c) above may also be listed in this section (d)).

I,                                                                                        (name of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete and correct.

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.

The Fund offers the Shares on a continuous basis. The Shares generally are offered for purchase as of the first business day of each calendar month, or at such other times as determined in the discretion of the Fund's Board of Trustees. The purchase price of the Shares will be based on the net asset value per Share as of the date such Shares are purchased (the "Closing Date"). Prior to a Closing Date, and to the receipt and acceptance of this subscription agreement, your funds will be placed in an account at the Fund's transfer agent. On the Closing Date, the balance in the account with respect to each investor whose investment is accepted will be invested in the Fund on behalf of such investor. You will not become a shareholder in the Fund, and have no rights (including, without limitation, any voting or redemption rights, or any rights with respect to standing), until the relevant Closing Date. The Fund, in its discretion, may suspend the offering of the Shares at any time.

Please note that all information must be completed and executed in order for your subscription to be reviewed. If the Fund decides to accept the subscription, you will be admitted as a shareholder in the Fund (except as otherwise determined by the Fund, in its sole discretion). You must immediately notify the Fund in the event that any of the representations or warranties or other information provided herein is or becomes inaccurate or incomplete in any respect.

PRIOR TO INVESTING, PLEASE READ CAREFULLY THE FUND'S PROSPECTUS. AN INVESTMENT IN THE FUND INVOLVES RISKS AND CONFLICTS OF INTEREST AS DESCRIBED IN THE PROSPECTUS. YOU MAY NOT SELL OR TRANSFER YOUR SHARES OR WITHDRAW FROM THE FUND EXCEPT AS PROVIDED FOR IN THE PROSPECTUS AND THE FUND'S ORGANIZATIONAL DOCUMENTS.

Acknowledgements

Coatue Innovative Strategies Fund Subscription Document

The Fund accepts investments from individuals or entities with a U.S. Social Security Number or Taxpayer Identification Number. Please note that the value of your account may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.

1. Investment — See payment instructions on first page

2. Share Class

Initial investment minimum is $50,000 for Class S and D Shares.* Initial investment minimum is $1,000,000 for Class I Shares.* The minimum additional investment in the Fund by any investor is $5,000 for Class S and D Shares, except for additional purchases pursuant to the Dividend Reinvestment Plan.* Additional investment in the Fund is $250,000 for Class I Shares.*

*Available for certain fee-based wrap accounts and other eligible investors as disclosed in the Prospectus.

¨ Class S Shares – Fund ID 6120

¨ Class D Shares – Fund ID 6121

¨ Class I Shares – Fund ID 6122

3. Type of Ownership (All authorized owners must sign in Section 13)

A. Is your investment held through a custodian or through a brokerage account?

¨ YES            ¨ NO

If yes, please complete the Section below and deliver the completed subscription agreement to your custodian, broker-dealer, or investment adviser.

B. Please select one (1) type of ownership below

4. Subscriber Information

A. Investor Information

B. Co-Investor Information

C. Entity Information — Retirement Plan/Trust/Corporation/Partnership/Other

(Trustee(s) and/or Authorized Signatory(s) information MUST be provided in Sections 4A and 4B)

Entity Type (Select one (1) — required)

Check if appropriate:

Exempt Payee Code (see IRS Form W-9 for a list of exempt payee codes): _____________________________________________________________

5. Contact Information (If different than provided in Section 4) 

6. Electronic Delivery Form

Instead of receiving paper copies of the Prospectus, prospectus supplements, annual reports, and other shareholder communications and reports, you may elect to receive electronic delivery of shareholder communications and other documents from the Fund. If you would like to consent to electronic delivery, including pursuant to e-mail, please check the box below for this election.

The Fund encourages you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of shareholder communications and statement notifications. By consenting below to electronically receive shareholder communications, including your account-specific information, you authorize said offering(s) to either (i) e-mail shareholder communications to you directly or (ii) make them available on our website and notify you by e-mail when and where such documents are available.

You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or the Fund, in its sole discretion, elects to send paper copies of the materials.

By consenting to electronic access, you will be responsible for certain costs, such as your customary internet service provider charges, and may be required to download software in connection with access to these materials. You understand this electronic delivery program may be changed or discontinued and that the terms of this agreement may be amended at any time. You understand that there are possible risks associated with electronic delivery such as e-mails not transmitting, links failing to function properly and system failure of online service providers, and that there is no warranty or guarantee given concerning the transmissions of e-mail, the availability of the website, or information on it, other than as required by law. You understand that your customary internet service provider may occasionally experience system failure, and hyperlinks to documents may not function properly. You agree to promptly notify us of any change in your e-mail address. You agree that our sending of the notice or e-mail will constitute good and effective delivery of the information to you, regardless of whether you actually access the website containing the information or open the e-mail and/or attachments. The documents and other information delivered electronically may be formatted in Adobe Acrobat's portable document format ("PDF"), hypertext mark-up language or other file formats the Fund deems appropriate. In order to view or print documents provided in PDF, you will have to obtain the Adobe Acrobat Reader, which is available free of charge at Adobe's website (located at www. adobe.com), and install it on your computer. You are responsible for having any necessary hardware, software or other technology to access the information sent electronically, including a printer or other device to download and save any information that you may wish to retain.

7. Registered Investment Adviser ("RIA") (must be completed)

Prospective investors are advised and hereby acknowledge that the Adviser and/or its respective affiliates may pay ongoing consideration to intermediaries in connection with the offering and sale of the Shares and/or ongoing services provided by such parties in connection therewith.

8. Distribution Instructions

Only complete the following information if you do not wish to enroll in the Dividend Reinvestment Plan. All distributions will be reinvested unless one (1) of the following is checked:

Non-Custodial Ownership

¨ I prefer that my distribution be deposited directly into the account listed in Section 9.

¨ I prefer that my distribution be paid by check and sent to the address listed in Section 4.

Custodial Ownership

¨ I prefer that my distribution be sent to my Custodian for deposit into my Custodial account cited in Section 3.

9. Bank or Brokerage Account Information

Complete this section ONLY if you do NOT wish to enroll in the Dividend Reinvestment Plan and you instead elect to receive cash distributions.

I authorize the Fund or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify the Fund in writing to cancel it. In the event that the Fund deposits funds erroneously into my account, it is authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

10. Cost Basis Election

The Fund has elected the first in first out (FIFO) cost method as the default cost basis method for purposes of this requirement.

If an investor wishes to accept the FIFO cost method as its default cost basis calculation method in respect of the Shares in its account, the investor does not need to take any additional action.

If, however, an investor wishes to affirmatively elect an alternative cost basis calculation method other than FIFO cost in respect of the Shares, please select one (1) of the following:

11. Investor Suitability (must be completed)

The following relates to an investor's status as a "qualified client." If you are unsure in any respect as to your status, please contact your financial intermediary.

A. Individuals

A potential investor qualifies as a "qualified client" within the meaning of Rule 205-3 under the Advisers Act if:

B. Entities

A potential investor qualifies as a "qualified client" within the meaning of Rule 205-3 under the Advisers Act if:

12. Miscellaneous

If investors participating in the Dividend Reinvestment Plan or making subsequent purchases of the Shares experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 11 above, they are asked to promptly notify the Fund and the RIA through whom investor is purchasing shares in writing. The RIA may notify the Fund if an investor participating in the Dividend Reinvestment Plan can no longer make the representations or warranties set forth in Section 11 above, and the Fund may rely on such notification to terminate such investor's participation in the Dividend Reinvestment Plan.

No sale of the Shares may be completed until at least five (5) business days after you receive the final Prospectus. To be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price at least five (5) business days prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.

All items on the subscription agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the Prospectus in its entirety for a complete explanation of an investment in the Shares.

13. Acknowledgement and Signature (All account owners/trustees must sign on the following page)

By signing below:

AN INVESTMENT IN THE FUND IS SPECULATIVE WITH A SUBSTANTIAL RISK OF LOSS. THE FUND DOES NOT GUARANTEE ANY LEVEL OF RETURN OR RISK ON INVESTMENTS AND THERE CAN BE NO ASSURANCE THAT THE FUND'S INVESTMENT OBJECTIVE WILL BE ACHIEVED. AN INVESTMENT IN THE FUND ENTAILS SUBSTANTIAL RISKS, INCLUDING BUT NOT LIMITED TO:

YOU SHOULD CAREFULLY CONSIDER THESE RISKS TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THE PROSPECTUS BEFORE MAKING A DECISION TO INVEST IN THE FUND.

Under penalty of perjury, I certify that:

Note: Cross out number 2 if you have been notified by the IRS that you are currently subject to backup withholding.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid back-up withholding. If this is an individual retirement account, the custodian or trustee of the account is also required to execute this Application below:

If the subscriber(s) is purchasing the Shares through a registered investment adviser that has full discretionary authority for the subscriber(s), then the broker, financial advisor or other investor representative is required to execute this subscription agreement below AND attach a complete copy of the documentation evidencing such discretionary authority to this subscription agreement.

14. RIA/ RIA Representatives (must complete)

The RIA or authorized representative ("RIA Representative") must sign below to complete the order. The undersigned confirms by its signature, on behalf of the RIA, that it (i) has reasonable grounds to believe that the information and representations concerning the investor(s), including the eligibility to purchase the Shares, identified herein are true, correct and complete in all respects; (ii) has verified that the form of ownership selected is accurate, secured all identifying and supporting documents, including, without limitation, copies of trust agreements, where applicable, and, if other than individual ownership, has verified that the individual executing on behalf of the investor(s) is properly authorized and identified; (iii) has discussed such investor's or investors prospective purchase of shares with such investor(s) and (iv) has advised such investor(s) of all pertinent facts with regard to the liquidity and marketability of the Shares.

The RIA is not authorized or permitted to give and represents that it has not given, any information or any representation concerning the Shares except as set forth in the Prospectus, any additional sales literature which has been approved in advance in writing by the Fund ("Supplemental Information"), or any other fund documentation. The Fund has supplied the RIA with the Prospectus, Supplemental Information, and other applicable fund documentation for delivery to the investor(s), and the RIA has delivered a copy of the Prospectus to the investor(s) (x) prior to or simultaneously with the first delivery of Supplemental Information or any other documentation regarding the Fund to such investor(s) and (y) at least five (5) business days prior to the RIA and such investor(s) signing this subscription agreement. The RIA represents that it has not shown or given to the investor(s) or reproduced any material or writing which was supplied to it by the Fund or its agents and marked "RIA only" or otherwise bearing a legend denoting that it is not to be shared with or given to investors. The RIA further represents that it will retain such documents and records as required under applicable law and will make such documents available to (a) the Fund upon request; and (b) representatives of the SEC, the Financial Industry Regulatory Authority ("FINRA") and applicable state securities administrators upon the Fund's receipt of an appropriate document subpoena or other appropriate request for documents from any such agency.

The RIA hereby agrees to, and shall, indemnify and hold harmless the Adviser, the Fund, their respective affiliates, and any members, principals, directors, officers, partners, employees or agents of the foregoing (collectively, "Fund Affiliates"), against any and all direct or third-party claims, losses, damages, or liabilities, joint or several, including but not limited to any claims, losses, damages, or liabilities relating to or regarding the suitability of the investment for the investor, whether or not the investment was in the best interest of the investor, and/or any claims relating to statements made by the RIA to the investor with respect to the purchase of the Shares or otherwise with respect to the Fund (including any investigative, legal, and other costs and expenses reasonably incurred in connection with, and any amounts paid in settlement of any action, suit, proceeding, or legislative or regulatory inquiry) (collectively, "Claims"), for which any of the Fund Affiliates may become subject, to the extent that such Claims arise out of or are based upon: (i) the RIA's fraud, willful default, or negligence; or (ii) the RIA's (a) violation of applicable law or regulation, (b) misrepresentation to the investor(s), (c) breach of any warranty or representation of the RIA herein, (d) unauthorized use of the Fund's sales materials, use of any documents other than as permitted pursuant to this subscription agreement and the Prospectus, or use of unauthorized verbal representations concerning the Fund or any class of the Shares , or (e) material failure to fulfill any covenant or agreement of the RIA contained herein.

If the RIA is obligated to provide indemnification pursuant to this subscription agreement, the RIA shall not be liable under the indemnification provisions of this subscription agreement with respect to a party or other person entitled to indemnification hereunder (the "Indemnified Party") unless such Indemnified Party shall have notified the RIA in writing within a reasonable time after notice giving information of the nature of the claim shall have been received by such Indemnified Party, but failure to notify the RIA of any such claim shall not relieve the RIA from any liability that it may have to the Indemnified Party against whom such claim is made, except to the extent that the failure to notify results in the failure of actual notice to the RIA and such indemnifying party is materially damaged by being unable effectively to defend such claim solely as a result of failure to give or delay in giving such notice.

In case an action is brought directly against the Indemnified Party, or the Indemnified Party becomes directly involved in the action, the RIA will be entitled to participate, at its own expense, in the defense thereof. The RIA also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party in its reasonable judgment. After notice from the RIA to the Indemnified Party of the RIA's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the RIA will not be liable to such party under this subscription agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the RIA and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the RIA and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between or among them. The RIA shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent, the RIA agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement. The RIA may settle any Claim covered by indemnification hereunder, provided such settlement involves solely the payment of money and a complete and total release from said Claim. The Indemnified Party shall not unreasonably withhold consent to any settlement which does not involve injunctive relief. A successor by law of the Indemnified Parties shall be entitled to the benefits of the indemnification contained in this subscription agreement.

The RIA represents that it is presently registered as an investment adviser under the Advisers Act, and has complied with registration or notice filing requirements of the appropriate regulatory agency of each state in which the RIA has clients or is exempt from such registration requirements. The RIA represents that it is in compliance with all the applicable requirements imposed upon it under (a) the Securities Act of 1933, as amended, the Exchange Act, the Advisers Act and the rules and regulations of the SEC promulgated under each such act, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state and federal laws and regulations applicable to the activities of the RIA pursuant to this subscription agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999, and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC, the Bank Secrecy Act, as amended, and the sanctions programs administered by the Office of Foreign Assets Control ("OFAC"); and (d) this subscription agreement and the Prospectus as amended and supplemented. The RIA's acceptance of this subscription agreement constitutes a representation to the Fund that the RIA is a properly registered or licensed registered investment adviser, duly authorized to perform those activities contemplated by this subscription agreement under federal and state securities laws and regulations and in the states in which such activities occur.

Registered Investment Adviser (To be completed by the Registered Investment Adviser ("RIA")). (continued)

The RIA acknowledges that the subscriber who purchases the Shares pursuant to this subscription agreement is a "customer" of the RIA and not of the Fund, the Adviser, or their affiliates, and that the Fund, the Adviser and their affiliates are placing reliance on the RIA for the performance of customer due diligence on the investor and its beneficial owners, if applicable. The RIA hereby represents and warrants that it, or a reliable third party (e.g., a registered broker dealer) engaged by the RIA that is contractually obligated to perform the AML Services (as defined below) (such party, the "AML Service Provider"), (a) has implemented its own anti-money laundering program that is consistent with the requirements of 31 U.S.C. 5318(h) and will update such anti-money laundering program as necessary to implement changes in applicable laws and guidance; (b) has implemented and maintained a customer identification program ("CIP") consistent with the requirements of Section 326 of the PATRIOT Act and analogous to the CIP rule requirements applicable to broker- dealers in securities (31 C.F.R. § 1023.220) or mutual funds (31 C.F.R. § 1024.220), and the customer due diligence ("CDD") rule requirements as outlined in 31 C.F.R. § 1010.230, and a customer due diligence program consistent with the requirements of 31 C.F.R. § 1010.230; (c) will monitor for and promptly disclose to the Fund potentially suspicious or unusual activity detected as part of the CIP and/or CDD Rule procedures being performed in order to enable the Fund (or its agent) to file a suspicious activity report, as appropriate based on the Fund's judgment; and (d) will check the names of new and existing customers against government watch lists, including OFAC's Specially Designated Nationals And Blocked Persons List ((a) through (d), collectively, the "AML Services"). The RIA agrees to notify the Fund and the Adviser immediately if the RIA or AML Service Provider is subject to any SEC disclosure event or a fine from the SEC related to the foregoing. Upon request by the Fund (or its agent) or the Adviser at any time, the RIA hereby agrees to furnish (a) a copy of its anti-money laundering program to the Fund (or its agent) or the Adviser for review, and (b) a copy of the findings and any remedial actions taken in connection with the RIA's or AML Service Provider's most recent independent testing of its anti-money laundering program. In the event that the Fund, the Adviser or their affiliates is subject to an inquiry or exam by applicable relevant legal and regulatory authorities, or subject to a subpoena or other legal proceeding, the RIA agrees that copies of all relevant identification documents retained by the RIA or AML Service Provider will be made available to the Fund immediately upon request. Furthermore, the RIA agrees to provide the Fund, the Adviser and their affiliates all information that otherwise may be reasonably requested by the Fund, the Adviser and/or their affiliates in connection with applicable law including, without limitation, all applicable anti-money laundering, sanctions, anti-bribery/corruption and anti-boycott laws and regulations.

The RIA represents and warrants that: (a) it is not a registered broker-dealer, that its activities do not require it to register as a broker-dealer under any federal or state laws, and that no RIA Representative is licensed or registered with a registered broker-dealer or required to so be so licensed or registered; or (b) to the extent that the RIA is also registered as broker-dealer, or that the RIA Representatives are also licensed or registered with a registered broker-dealer, the RIA and the RIA Representative are appropriately licensed and registered under federal and state law and regulations, and members of and licensed with each applicable self-regulatory organization ("SRO"), including FINRA, and that the RIA and each RIA Personnel has complied with all federal, state and SRO requirements applicable to the activities contemplated under this subscription agreement.

The RIA and the RIA Representatives understand and acknowledge that they are not entitled to any compensation from the Fund Affiliates in respect of any services it provides to the investor(s), including but not limited to the matters described herein and/or investments by the investor(s) in the Fund.

The RIA represents that the investor(s) meet(s) the financial qualifications set forth in the Prospectus or in any letter, memorandum or other communication sent to it by the Fund and a person who is eligible to purchase the applicable class of the Shares as described in the Prospectus. The RIA has made every reasonable effort to determine that the purchase of the Shares and, participation in the Dividend Reinvestment Plan by the investor is a suitable and appropriate investment for such investor. In making this determination, the RIA has ascertained that the investor: (a) meets the minimum income and net worth standards established for the Fund, as described in the Prospectus; (b) can reasonably benefit from the investment in the Fund based on the prospective investor's overall investment objectives and portfolio structure; (c) is able to bear the economic risk of the investment based on the prospective investor's overall financial situation; and (d) has apparent understanding of (1) the fundamental risks of the investment; (2) the risk that the investor may lose the entire investment; (3) the lack of liquidity of the Shares; (4) the restrictions on transferability of the Shares; (5) the tax consequences of the investment; and (6) the background of the Adviser. The RIA has made this determination on the basis of information it has obtained from the prospective investor(s), including at least the age, investment objectives, investment experiences, income, net worth, financial situation, and other investments of the prospective investor(s), as well as any other pertinent factors. The undersigned further represents and certifies that the RIA has delivered its Form CRS to the investor(s) and has delivered its Form CRS to all other retail customers of the RIA who have invested in the Fund. The RIA agrees to maintain records of the information used to determine that an investment in the Shares is suitable and appropriate for the investor for a period of six years. The RIA further agrees to make the suitability records available to the Fund Affiliates upon request and to make them available to regulators and self-regulatory bodies upon the Fund's receipt of a subpoena or other appropriate document request from such agency.

The RIA shall return this completed subscription agreement and any other applicable fund documentation and a check or wire transfer in the amount of the investor's purchase to a location mutually agreed upon by the RIA and the Fund, as set forth in this subscription agreement or other applicable documentation. With respect to any use by the RIA of electronic delivery of the Prospectus, Supplemental Information and any other fund documentation, and electronic signature of the subscription agreement, the RIA represents and warrants that it will comply with (a) all applicable rules, regulations and guidelines issued by the SEC, FINRA, as well any other applicable laws or regulations pertaining to electronic delivery of the Prospectus, Supplemental Information and other applicable fund documentation and electronic signature of the subscription agreement; and (b) the Electronic Signatures in the Global and National Commerce Act and the Uniform Electronic Transactions Act, to the extent applicable, as adopted in each applicable jurisdiction and any other applicable laws. The RIA acknowledges that it is acting as an agent of the Fund only with respect to the delivery of the Prospectus, Supplemental Information and any other fund documentation electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent its actions are in compliance with the provisions of this subscription agreement.

the Adviser will arrange for the Fund to provide the RIA with access to account records of the investor. The RIA represents that the investor has authorized the RIA to receive such information. The RIA confirms that it has and will continue to have in place internal privacy policies and procedures governing the disclosure of such information, and agrees to abide by and comply in all respects with the privacy standards and requirements of applicable federal or state law and its internal privacy policies and procedures.

Any Claim arising between a Fund Affiliates and/or the RIA (collectively, the "Parties") relating to this subscription agreement or a securities offering made by the Fund (whether such Claim arises under any Federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Any matter to be settled by arbitration shall be submitted to the AAA in New York, New York, which shall be the exclusive venue for any such dispute and the Parties agree to abide by all awards rendered in such proceedings. The Parties shall attempt to designate one arbitrator from the AAA, but if they are unable to do so, then the AAA shall designate an arbitrator. Any arbitrator selected by the Parties or the AAA shall be a qualified person who has experience with complex securities disputes. The arbitration shall be final, binding, and enforceable in any court of competent jurisdiction. The Parties agree that upon application pursuant to the provisions of the Federal Arbitration Act 9 USC § 1 et seq. the court shall enter a judgment upon an award made pursuant to an arbitration under this subscription agreement.