Coatue Innovative Strategies Fund: Tender History and Oct 28 Vote

What the fund is, and who can buy it

This page sits at the edge of our real-estate coverage, and it is worth saying so plainly: Coatue Innovative Strategies Fund owns no property. Its stated objective is long-term capital appreciation from “Innovation Companies”, and it aims for roughly 50-80% of assets in long-biased public investments and 20-50% in privately negotiated investments. We cover it because it is the same kind of vehicle as the evergreen real-estate and private-equity funds our readers hold: shares priced at NAV, no market, and an exit that depends on a tender offer the board chooses to make. See how tender-offer funds work and how evergreen funds compare on redemptions.

The N-2 prospectus says the shares are “sold only to persons or entities that are ‘qualified clients,’ as defined in Rule 205-3 under the Advisers Act”, so this is not open to every retail investor, even though the shares are registered with the SEC. The minimum first investment is $50,000 for Class S and Class D and $1,000,000 for Class I; Class S carries a sales load of up to 3.50% and Class D up to 2.00%. IRAs and other plans may buy. Rule 205-3 sets dollar tests that the SEC resets periodically, and the prospectus does not repeat them, so check the current figure with the selling firm before assuming you qualify.

At June 30, 2026 the fund had net assets of $9,500.5 million. Of that, $4,028.4 million (42.4%) was in private companies and $4,757.9 million (50.1%) in public companies, with $1,045.6 million in short-term investments (our arithmetic for the percentages, from the semi-annual report). It also holds short positions and derivatives, and says it intends “short sales against the box”.

Tender history: every offer, every class

The fund has filed three Schedule TO-I offers and four final amendments (the first round needed a correction). The table gives the terms; the cap is 5% of shares outstanding at the prior month-end, which the offer converts to dollars.

And what holders asked for, from the final amendments:

Three things the table does not show on its face.

• Nothing was prorated. The offer allows it: if more than 5% is tendered the fund may accept extra shares, extend, or “accept Shares tendered ... on a pro rata basis”. It has never needed to. All three rounds together used 3.08% of the $1,114.3 million of capacity offered (our arithmetic).
• The January round was reported wrongly, then fixed. The first final amendment (filed March 6, 2026) said 61,770.32 Class S shares for $719,064.01. Amendment No. 2 (April 15, 2026) “corrects certain information ... in connection with a third-party administrative error” and gives 66,131.33 shares for $769,830.36, 7.1% more (our arithmetic). The semi-annual report agrees with the corrected version: 66,131 shares and $769,830 repurchased. The first amendment also named December 31, 2025 as the pricing date; the offer itself says January 30, 2026.
• Class D never appears. The roughly $173.9 million Class D sleeve at June 30, 2026 has not tendered a share in any round, according to the filings.

The next window has not been announced: no Schedule TO-I has been filed since September 16, 2026. The three offers started January 27, June 16 and September 16, 2026. If the board follows the adviser's stated aim of quarterly offers, a fourth would open around mid-December 2026; that is our reading of the pattern, not a schedule. The offer terms say payment comes “within seven (7) days of the Notice Due Date”, so the October round's cash should have been paid by October 21, 2026. For the other funds with offers open this quarter, see the Q4 2026 tender deadlines.

Why requests are so small: the 2% fee and a very young fund

Two numbers explain most of it. First, the fund charges a 2.00% early repurchase fee on shares sold within a year of purchase, taken first-in first-out. Second, almost the whole fund is under a year old. Shares sold in the six months to June 30, 2026 came to $3,724.5 million, and subscriptions effective July 1 and August 1, 2026 were $1,037.0 million and $823.5 million. That is $5,585.0 million sold after October 14, 2025 by August 1, 2026 (our arithmetic), against $10,714.6 million of net assets at August 31, 2026 (NAV has also grown, so this is not a share of net assets, only a scale).

The prices paid show the fee at work (our arithmetic). The June round's Class I shares were paid an average $15.93, 98.01% of the $16.25 NAV at June 30, 2026, which is NAV less exactly 2%. Class S holders averaged $15.78, 98.68% of the $15.99 NAV, meaning a mix of holders who paid the fee and holders who did not. The first shares passed their first anniversary from May 2026 on, so the share of holdings free of the fee is rising. The October round drew $30.1 million, about 8.5 times the July round (our arithmetic), but still 0.28% of net assets.

Money is still flowing in much faster than out. In the two months of July and August 2026, subscriptions were $1,860.5 million (our sum) and the only tender payment was the $3.5 million of the July round. The offer documents say a tender is paid from “cash on hand, proceeds from the sale of portfolio holdings or borrowings”; with that scale of inflows, the cap has not been the constraint so far.

NAV per share by class

NAV per share started at $10.00 on May 2, 2025. The figures below are from the semi-annual report and the offer documents.

Class I returned 36.06% in the six months to June 30, 2026 (not annualized), after 20.19% for May 2 to December 31, 2025. Then it fell 6.15% from June 30 to August 31 (Class S 6.32%, Class D 6.17%; our arithmetic). The filings do not say why. The September 30 NAV, the price for the October round, is not in any filing yet, so we cannot tell what holders were paid per share; the semi-annual report for the period will show it.

Tenderers carry that price risk: the offer says the value “likely will change” between the last NAV in the document and the valuation date, and you can withdraw only until the deadline (and again if the fund has not accepted your tender by 40 business days after launch, November 12, 2026 for the October round).

The vote on October 28, 2026

The proxy statement (DEF 14A, September 16, 2026) asks holders of record on June 30, 2026 to vote at a virtual meeting at 10:00 a.m. Eastern on October 28, 2026. Proxies must be in by 11:59 p.m. Eastern on October 27, 2026 unless you vote at the meeting. The board, including all independent trustees, unanimously recommends “FOR” both proposals. Neither depends on the other.

Proposal 1: fees in shares. The adviser's pay does not change: a 1.25% advisory fee on net assets and a 12.5% incentive fee on Total Return above a 5% annual hurdle, with a high-water mark and 100% catch-up, measured per calendar year. What changes is that the adviser could elect, before each fee period, to take “some or all” in fund shares. The proxy's own case is liquidity: the fund must hold more cash or liquid assets to pay fees, and the proposal “would be an additional lever the Adviser could pull to support liquidity of the Fund’s assets”.

The size of the fee explains why. In May 2 to December 31, 2025 the fund incurred $18.9 million of advisory fees ($15.1 million waived) and $58.8 million of incentive fees. In the six months to June 30, 2026 it expensed $39.1 million of advisory fees and $304.4 million of incentive fees, all still payable at June 30; the accrued payable was 3.2% of net assets. The cash flow statement implies the 2025 incentive fee of $58.8 million was paid in cash during the half (our arithmetic: the payable grew by $245.7 million against $304.4 million expensed). Annual total expenses for Class I including incentive fees ran at 6.50% of average net assets in the half-year, and 7.47% for Class S, versus an estimated 3.12% and 3.97% in the prospectus (incentive fees are not annualized in the report's ratios).

How it would work, with an illustration (our arithmetic, not a forecast): if the adviser took the whole $304.4 million accrued at June 30 in Class I shares at the $16.25 NAV, the fund would issue about 18.7 million shares, 6.6% of the Class I shares outstanding at the record date and 3.2% of all shares. The actual fee is set at year end and will differ. The terms in the proxy:

• Price: the greater of NAV and the offering price for the class when the fee is due, so the adviser cannot buy below NAV.
• The adviser must hold the shares for at least 12 months, “except in exceptional circumstances”, and it will “mirror vote” them in proportion to everyone else's votes.
• The adviser may then tender them like any holder. The proxy warns that its participation “may dilute third-party shareholder participation in such tender offer”, because it has no priority and no penalty.
• The board must find each year that the share-payment option is still in holders' interest. The proxy says the issuance “will have a net neutral result on the Fund’s earnings and NAV per Share”.
• The fund says it is considering a master/feeder structure if Proposal 1 passes, which could let the adviser take its incentive fee as a performance allocation of shares. The board has not approved that and holders are not voting on it.

Proposal 2: the 25% floor. The current fundamental policy says the fund “will not invest 25% or more” of total assets in any single industry or group of industries. The revision adds an exception: under normal circumstances it will invest 25% or more in the industries of information technology, communication services and industrials together. The proxy says the adviser expects no increase in risk at this time, but acknowledges “a heightened degree of investment risk” if the fund uses the room. The reason given: private technology valuations can jump in “waves”, and the old limit could force the fund to stop adding to winners. Holdings already tilt that way: at June 30, 2026 the public book included Kioxia Holdings (4.3% of net assets) and Samsung Electronics (4.2%).

How the vote works. Each proposal needs a “majority of the outstanding voting securities” under the 1940 Act: the lesser of 67% of the shares present, if more than 50% are present, or more than 50% of all outstanding shares. A quorum is a majority of shares. Abstentions and broker non-votes count as no, and an unmarked signed proxy is voted FOR. The three classes vote together.

• Who holds the votes (our arithmetic). 590,126,210 shares were entitled to vote at the June 30, 2026 record date: 294,108,454 Class S, 11,537,413 Class D and 284,480,343 Class I. More than 295,063,105 would be needed on the outstanding-shares test. Three Class I holders, iCapital Offshore Feeder (77,810,473 shares), Explore Investments LLC (50,768,271) and DFO Fund Investments, LP (50,297,203), held 30.3% of all shares between them, and trustees and officers as a group held 2.18%.
• Latecomers cannot vote. Shares outstanding grew from 590.1 million on June 30 to 710.1 million on August 31, 2026, so 119.9 million shares, 16.9%, belong to holders with no vote, and new money keeps arriving.
• The cost. The proxy solicitor's fee is estimated at $200,000 to $250,000, split between the fund and the adviser.

The proxy does not say where the result will be published; it will be in a later filing by the fund. Our guess is the next shareholder report, but that is not stated.

Fees in shares: what other funds have done

We can cite only filings, and one filing gives a list. The fund's own Form 40-APP (June 30, 2026) asked the SEC to exempt it from Section 23(a)(1) of the Investment Company Act, which bars a fund from issuing shares for services. In footnote 15 it lists the orders the SEC had already granted for the same arrangement. The SEC notice of Coatue's application is Release No. 36247 (July 9, 2026, File 812-16046); the proxy then says the fund “has received an exemptive order”. We did not retrieve the order itself, so we do not cite its date.

Two readings. First, the arrangement is not new: nine funds are named, including a real-estate one (KKR Real Estate Select Trust) and one we cover, Hamilton Lane Private Assets. Second, the Coatue application is a marked-up copy of the G-X and GCM Grosvenor applications, so its terms (NAV or higher, a 12-month hold, mirror voting, annual board review) are the standard ones, not special ones. What the list does not tell you is how often those funds' advisers actually take shares; the order requires the fund to post a notice and a three-year record on its website, which is where to look.

What a reader can do with this

• If you hold shares: you can vote if you held them on June 30, 2026; the proxy card has a control number and a toll-free line (the proxy solicitor is Georgeson). Check which proposal you care about: Proposal 1 does not change fee rates, Proposal 2 lets the fund concentrate. Neither changes how many shares you own.
• If you want out: the next offer is not announced. Shares held under a year pay 2%. The price is the NAV on the valuation date, not the last NAV you saw, and in 2026 NAV has moved 6% in two months in both directions. Tender requests go to State Street, the transfer agent, or through your selling firm, which may set an earlier cutoff.
• If you are considering buying: you need to be a qualified client, put in $50,000 or more, and accept that exits are quarterly at best, up to about 5% of the fund per offer, and at the board's discretion. Compare it with secondary private equity funds and with how StepStone's fund handled its requests.
• What to watch: a request approaching the 5% cap, a fee paid in shares in the next annual report, a drop in monthly subscriptions, and the September 30 NAV when it is filed.

FAQ

All figures are from the fund's SEC filings read on EDGAR on October 20, 2026: the Schedule TO-I filings of January 27, June 16 and September 16, 2026 with their Offers to Purchase; the Schedule TO-I/A final amendments of March 6, April 15, July 23 and October 19, 2026; the DEF 14A of September 16, 2026 (accession 0001104659-26-108295); the semi-annual report for June 30, 2026 (Form N-CSRS, accession 0001104659-26-105127) and the annual report for December 31, 2025 (accession 0001104659-26-024521); the N-2 of April 30, 2026; the Form 40-APP of June 30, 2026 (accession 0001104659-26-079375); and SEC Release No. IC-36247 of July 9, 2026. Totals, percentages of caps and net assets, implied prices, the share-count illustration and the vote arithmetic are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.