ICONIQ Capital, LLC

Description of Advisory Firm

ICONIQ Capital, LLC (“ICONIQ Capital,” “ICONIQ” and where applicable, our relying advisers, “we” and “us”) is a limited liability company formed in the State of Delaware. ICONIQ Capital has been in business as an investment adviser since 2011 and our partners include Divesh Makan, Michael Anders, Will Griffith and Matthew Jacobson (our “Principals”). We are a trusted advisor and thought partner, facilitating meaningful strategic relationships across investment opportunities, family governance and global impact. We provide investment advisory and family office services, and also manage direct investment strategies. Managed Account Clients. We are dedicated to providing high-net worth individuals, families, more formal family office structures, foundations and other institutions (collectively, “Managed Account Clients”) with investment advisory services, generally by recommending allocations of client capital among asset classes and exposures. This generally takes the form of recommendations to invest in private pooled investment vehicles and single-investor funds sponsored by us or our affiliates (the “ICONIQ Private Funds”), investment funds and vehicles managed by external managers (“External Funds”), and accounts, vehicles or other arrangements advised by third party advisers (“External Portfolio Managers”). We also, from time to time, facilitate other investment opportunities that are consistent with our clients’ objectives and strategies. In addition, we provide non-advisory services to many of our Managed Account Clients. ICONIQ Private Funds. The ICONIQ Private Funds include the ICONIQ Strategic Partners funds (which generally invest in growth equity and venture capital opportunities), the Building Blocks funds (which target specific asset classes, exposures or other investment goals), and the ICONIQ real estate funds (which focus on real-estate and real estate-related assets). We also sponsor and advise ICONIQ Private Funds organized as co-investment vehicles, other special-purpose investment vehicles, and single-investor investment funds. In addition, the ICONIQ Private Funds include funds on our ICONIQ Origins platform (which aims to act as an early-stage partnership platform to facilitate other investors and operators to launch and scale their own investment businesses). Substantially all of the ICONIQ Private Funds receive investments from our Managed Account Clients and some of the ICONIQ Private Funds receive investments from other categories of investors. Investment in the ICONIQ Private Funds is limited to qualified investors, as described in Item 7, and additional information is available in our Form ADV Part 1A, Schedule D, Section 7.B.(1), available at: www.adviserinfo.sec.gov. When we recommend that Managed Account Clients invest in ICONIQ Private Funds, we face actual and potential conflicts of interest. We discuss and disclose many of those conflicts further in this Brochure, in Part 1A of our Form ADV, and in the related offering documents. B.

Description of Advisory Services Offered

Managed Account Clients. The scope of the advisory services we offer to our Managed Account Clients varies, but can include one or more of the following:

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Asset Allocation Advice. We often assist Managed Account Clients in establishing and revisiting their asset allocation goals and reviewing the performance of their accounts. We recommend (and often are empowered to make) changes to their holdings that we deem appropriate based upon a client’s investment policy, market conditions and other factors.

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Performance Evaluations. We often provide Managed Account Clients with a periodic evaluation of their accounts, which may include portions managed by us and by External Portfolio Managers, as well as investments in ICONIQ Private Funds and External Funds.

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Investment Policies. We often assist Managed Account Clients in the preparation, review and evaluation of the parameters, restrictions and objectives of the accounts that we advise on, assist with, or otherwise manage for them. We also, upon request, assist some of our Managed Account Clients with the preparation of their own investment policies.

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Identification and Selection of Investment Opportunities. We often assist Managed Account Clients in identifying investment opportunities that align with their asset allocation or other goals, which can include ICONIQ Private Funds, External Funds and arrangements with External Portfolio Managers. This may include investments in certain “closed end” funds and similar products. These products often (i) are not liquid, (ii) will incorporate ongoing obligations to contribute capital and (iii) will not generate distributions to investors for some time.

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Asset Management. We directly manage, for many Managed Account Clients, brokerage and other investment accounts (including cryptocurrency and other digital asset accounts). We review accounts that can contain, and may on a discretionary basis execute transactions in, individual equities, options and other listed derivatives, exchange traded funds, index and other mutual funds, private funds and other alternative investments, digital assets, and other securities and assets.

Our Managed Account Clients grant us varying degrees of discretion. Managed Account Clients should refer to their client service agreements for information regarding the services applicable to them. ICONIQ Private Funds. We advise the ICONIQ Private Funds on the terms set out in each fund’s constituent documents; investors in these funds should refer to those documents for more information. We are generally the sole investment adviser to the ICONIQ Private Funds and exercise full discretion, but in some cases we engage a sub-adviser. Sub-advisers. We are often authorized to engage sub-advisers for client accounts. We generally do this when there is a task that a third party can provide more efficiently than we would be able to. The expenses of any sub-adviser will be borne by clients to the extent permitted in the applicable client agreement (or as otherwise consented to by a client, including through a disclosure document for an ICONIQ Private Fund or other investment vehicle). Examples of subadviser relationships include engagements to provide index replication or short-term cash management services.

We also expect to engage Ajax Health Management Company, LLC (“Ajax”) as a sub-advisor for an ICONIQ Private Fund to provide certain investment advisory services to the ICONIQ Private Fund, effective as of the date Ajax is registered with the SEC as an investment adviser. Ajax will be entitled to a portion of the carried interest and management fees payable by the ICONIQ Private Fund. Although the decision to appoint Ajax as sub-adviser to the ICONIQ Private Fund is based on our belief that Ajax’s operating experience and expertise will be beneficial to the ICONIQ Private Fund and its investment strategy, such appointment gives rise to certain conflicts of interest. In particular, certain affiliates of ICONIQ hold an economic interest in Ajax. As a result, we have a financial incentive to appoint and retain Ajax as a sub-advisor to the ICONIQ Private Fund. These financial incentives may influence, or be perceived to influence, the decision to engage Ajax rather than an unaffiliated third-party manager for similar services. The foregoing is not a comprehensive list of services that are provided by us to clients, nor are the descriptions necessarily the only ways in which the services are provided. C.

Tailoring of Advisory Services and Client Imposed Restrictions

We offer individualized investment advice to our Managed Account Clients and often allow them to impose restrictions on investing in certain securities or types of securities or other assets. As described above, Managed Account Clients contract for a specified scope of services; please see Item 11.D, Allocation of Investment Opportunities, for information on certain limitations applicable to Managed Account Clients. The ICONIQ Private Funds are managed according to the strategies, objectives and investment programs set forth in each fund’s constituent documents. Investors in any of these funds should refer to the fund’s constituent and disclosure documents for information about a given ICONIQ Private Fund’s strategies, objectives and investment program. We generally do not take the specific circumstances of individual investors in an ICONIQ Private Fund into account in making investment decisions for that fund (with the exception of single-investor funds). However, in accordance with common industry practice, an ICONIQ Private Fund may from time to time enter into a “side letter” or similar agreement with an investor pursuant to which the ICONIQ Private Fund grants the investor specific rights, benefits or privileges that are not generally made available to all investors. See Item 8.B, Material, Significant or Unusual Risks Relating to Investment Strategies, for more details. Managed Account Clients and ICONIQ Private Funds are often subject to trading restrictions imposed by ICONIQ Capital (including our restricted trading list), even if the trading restrictions are not related to activity in or relating to a given account or fund. Managed Account Clients should understand that this could prevent us from placing trades for their account at inopportune times or for extended periods of time. D.

Wrap Fee Programs

We do not directly participate in wrap fee programs.

E.

Assets Under Management

Our regulatory assets under management consist of approximately $85.8 billion, all on a discretionary basis and approximately $31.7 billion on a non-discretionary basis as of December 31, 2025.

Item 5. Fees and Compensation A.

Fees and Compensation

Managed Account Clients fees are negotiated on a client-by-client basis and are determined based upon a number of factors including, but not limited to, the amount and type of work involved, the size of the relative portfolios and the amount of our resources that we anticipate dedicating to providing the services. Advisory fees are generally levied on the value of the total assets in a client’s account, including assets that are financed with leverage or margin, if any, without any offset for the liability incurred; some clients pay fees on certain assets or accounts (e.g., securities accounts that we advise on) and not on others (e.g., cash accounts). A Managed Account Client’s annual advisory fee can range up to 1.5% of assets under management. On an individually-negotiated basis, we charge some Managed Account Clients an incentive or performance fee or allocation, which entitles us to additional compensation based on the increase in value of those clients’ accounts (or based on other metrics that we agree to with those clients). Some clients have individually-negotiated flat fee structures that are not based on assets under management and, in certain circumstances, result in clients paying fees that are higher than those referenced above. Managed Account Clients that invest in ICONIQ Private Funds pay fees and compensation assessed by those funds, which may be higher than those referenced above. In addition, the value of a Managed Account Client’s investment in an ICONIQ Private Fund generally is included in the advisory fee calculation for that client, which results in that Managed Account Client paying multiple layers of fees (also discussed in Item 5.B). In some cases, on an individually-negotiated basis, we reduce or waive either managed account advisory fees or fees paid as an investor in an ICONIQ Private Fund. In some cases, we also charge administration fees. Advisory and other fees generally may be modified by us upon notice to clients. Invoices, Assessments. Investment advisory fees are typically deducted from Managed Account Client accounts on an annualized basis, quarterly in arrears, based on the value of the client account on the time-weighted daily average of the quarter, but billing matters may be individually negotiated. Additional Fees. Managed Account Clients may be charged additional advisory or other related fees (“Additional Fees”) in connection with the selection and appointment of External Portfolio Managers. We generally retain the authority to agree on our Managed Account Clients’ behalf to, and to charge, Additional Fees, provided that (i) such Additional Fees are no more than the fees such External Portfolio Managers would typically charge their other clients under similar circumstances, regardless of where such client relationships originated; and (ii) we receive no portion of such Additional Fees. The fee provisions of the External Portfolio Managers’ advisory agreement(s) and Form ADVs governing their specific advisory programs and the fee confirmations that Managed Account Clients receive will control if there are any inconsistencies

between the terms of those documents and a Managed Account Client’s agreement with us. (Fees for non-advisory services (and related expenses) are discussed in Item 5.B). Note that these Additional Fees are separate from the administration fees we disclose in the first section of this

External Portfolio Manager Fees. As a convenience to clients, we may, but are not required to, bundle our advisory fee with an External Portfolio Manager’s advisory fees and pay that External Portfolio Manager directly; in such a case, Managed Account Clients would see one advisory fee comprised of our and the External Portfolio Manager’s fee on an overall statement. External Portfolio Manager advisory fees are not set by us and their fees, method of billing (e.g., in advance or arrears), manner of billing (e.g., quarterly or monthly) and basis for billing (e.g., time-weighted daily average versus the last day of a calendar quarter or month) will differ from our billing practices in certain circumstances. Managed Account Clients will receive an explanation of an External Portfolio Manager’s billing practices from us or from an External Portfolio Manager through the External Portfolio Manager’s Form ADV, client agreement or other documentation. Clients have the ability to directly access custodian statements and are sent independent custodial statements at least quarterly, showing all disbursements from the account, including amounts deducted or withdrawn to satisfy the advisory fees due to us or any External Portfolio Managers (if they bill separately). Termination. Generally, we or a Managed Account Client may terminate a client agreement at any time by providing 30 days’ notice, in writing, to the other party. After notice of termination has been received by the other party, we shall continue to charge advisory and other fees up to and including the actual date of termination (and any performance or incentive fee would be computed at the date of termination), although these provisions are subject to the terms of a given client agreement. To the extent a client has invested in a vehicle controlled by, or otherwise has assets under the control of, an External Portfolio Manager, that External Portfolio Manager’s termination policies will govern with respect to those assets and may differ from our policies and practices. Managed Account Clients are encouraged to read each External Portfolio Manager’s Form ADV, advisory agreement, and other disclosure documents relating to an External Portfolio Manager or External Fund for further information. Termination of a client agreement generally has no effect on an investment in an ICONIQ Private Fund or an External Fund (however, any discount on the management or other fees that the former Managed Account Client is charged by an ICONIQ Private Fund may terminate). Fund-Related Fees and Expenses. An investor in an ICONIQ Private Fund generally pays an annual management fee, e.g. 2% per annum. An ICONIQ Capital affiliate is often entitled to receive a performance based fee or allocation, or “carry,” which generally is as much as 20% of the net profits of the applicable ICONIQ Private Fund and in some cases up to 30%. Investors in single-investor funds also may be subject to management fees, advisory fees, and performancebased carried interest assessments. The terms of such compensation (including fee and incentive levels, the timing of payment and the methodology of calculation) vary across the ICONIQ Private Funds and may vary amongst investors in the same ICONIQ Private Fund. Some ICONIQ Private Funds do not assess (or may discount) certain fees or charges on investors that are Managed Account Clients and, as noted above, in some cases ICONIQ Capital may waive or discount either a Managed Account Client’s advisory fees or fees otherwise payable as an

investor in an ICONIQ Private Fund. Investors and potential investors in ICONIQ Private Funds should refer to the constituent documents, including disclosure documents, subscription documents and other constituent agreements of the applicable ICONIQ Private Fund, for complete details regarding the fees and expenses of that ICONIQ Private Fund. In some cases, fee and expense terms are individually negotiated. Fees and expenses charged in connection with an investment in an External Fund are assessed pursuant to the agreement with and the constituent documents of that External Fund. The asset‑based fees of External Funds are generally expected to range from 0% to 4% annually of the net assets under their management and the performance compensation to the managers of External Funds is generally expected to range from 10% to 25% of net profits annually, but it is quite possible that the fees or tiered incentive compensation of a given External Fund could exceed such levels. Similar considerations are relevant to investments made by ICONIQ Private Funds, such as the Building Blocks funds, that invest in External Funds (and this indirectly results in investors paying multiple layers of fees). Managed Account Clients that invest in External Funds should review the disclosure documents, subscription documents and other constituent documents of each External Fund invested in to understand the fee and expense implications of such investment. For ICONIQ Private Funds and External Funds, the amount, the timing of calculation, and the method of payment of these fees and allocations varies by fund. At some times, fees and allocations are only paid upon the realization or distribution of an investment and, at other times, they are paid at a fixed time based on unrealized valuations. Please see Item 8.B, Conflicts of Interest Related to Our Unique Investment Program, for disclosures on allocation conflicts and considerations across our client base. B.

Other Fees and Expenses

Our advisory fee does not include fees and expenses directly or indirectly charged or assessed by External Portfolio Managers, External Funds and other investment funds, broker-dealers, independent qualified custodians (collectively with all broker-dealers with custody rights, “Custodians”) or other third parties. Trade costs, mutual fund and other expenses, External Fund expenses, advisory fees of External Portfolio Managers, etc. are all separate from and in addition to our advisory fees. Managed Account Clients may also pay separate fees in connection with other (non-advisory) services offered by us. Commissions and Outsourced Trading. Managed Account Clients will incur brokerage transaction charges for trades executed in client brokerage accounts. These brokerage transaction fees are separate from, and in addition to, our fees. Also, clients will pay separately incurred expenses, which we do not receive any part of, imposed directly by investment options such as mutual funds, index funds, exchange traded funds or External Funds (e.g., fund management fees and other fund expenses). External Portfolio Managers and sub advisors will also charge clients advisory fees, as discussed above. We may engage (and currently do engage) third party broker-dealers to execute or direct all or a portion of Managed Account Client trades on an outsourced basis, rather than maintaining a trading desk staffed by ICONIQ Capital employees. We do this where we believe that such an engagement benefits clients, e.g., providing benefits such as access to a third party broker-dealer’s knowledge

and experience, connectivity to execution venues, proprietary and third party trading technology, or other services, consistent with the discharge of our best execution obligations. Because such an arrangement can result in lower overhead costs for ICONIQ Capital, we are economically incentivized to enter into such arrangements; we seek to mitigate any resulting conflict by only entering into arrangements where we believe clients would benefit. Consultants and Experts; Other Pass-Through Expenses. To the extent that ICONIQ Capital engages third parties to provide services to it or directly to clients (including Managed Account Clients and the ICONIQ Private Funds), the fees and expenses of those third parties are assessed against the applicable clients, subject to any constraints on such assessments included in a client’s agreements or constituent documents. These third party services include research services and reports, as well as investment management assessments and services. The allocation of such expenses will be administered by ICONIQ Capital in accordance with its internal policies. Expenses. The following is a current list of expenses (which changes over time) that are currently charged to clients (including Managed Account Clients and the ICONIQ Private Funds), depending on the nature of their agreements with ICONIQ Capital: (i) out-of-pocket expenses associated with the organization of the general partner for an ICONIQ Private Fund, the ICONIQ Private Funds themselves, or the syndication of interests therein (including expenses relating to the use of data rooms or similar platforms); (ii) the costs, fees and expenses of third party consultants and secondees engaged by ICONIQ Capital to assist with the activities (including investment activities) of an ICONIQ Private Fund (such costs, fees and expenses are described in greater detail, and the conflicts of interest associated with them are discussed, in Item 8, Methods of Analysis, Investment Strategies and Risk of Loss; Material, Significant or Unusual Risks Relating to Investment Strategies —Costs, Fees and Expenses of Third Party Consultants, below); (iii) other expenses related to the research, due diligence and monitoring of actual and prospective investments (whether or not completed) and the consummation of actual and prospective investments (whether or not completed), including the following: third party investment sourcing fees, fees and expenses related to obtaining research (including the commission of research reports or analyses by third parties), news and market data, broken-deal expenses, and travel expenses incurred for investment-related purposes; (iv) fees and expenses relating to information technology hardware, software, subscriptions or services and the implementation thereof (including onboarding) that relate in any way to the management or operation of client accounts, including hardware, software, subscriptions, or services used to research, source, or monitor investments, evaluate and manage risk, perform or facilitate valuations, facilitate accounting functions (including shadow accounting functions), facilitate legal functions, facilitate performance, exposure or other reporting, facilitate compliance with the rules of any self-regulatory organization, CFIUS Laws, State Property Laws, Sanctions, Anti-Money Laundering Laws, AntiBribery Laws or applicable law (including reporting obligations), effect, manage or facilitate trade order executions; such hardware, software and services include, without limitation, Bloomberg terminals, portfolio management systems, risk management systems, execution and order management systems, investment exposure and reporting systems, accounting systems, compliance management systems, document management systems, software licensing, implementation, data management and recovery services and custom development, and the fees and expenses associated with all such hardware, software and services and the implementation thereof (including onboarding) are assessed against clients irrespective of whether clients themselves receive a direct benefit from the use of such hardware, software or services; (v) all

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Methods of Analysis. We utilize a variety of analysis methods across our business. At any time, we (directly or through an External Fund or an External Portfolio Manager) may utilize fundamental, technical, and cyclical tools or techniques for our clients including tools powered by artificial intelligence. Our use of such tools is described in greater detail, and the possible risks associated with them are discussed, in Item 8, Methods of Analysis, Investment Strategies and Risk of Loss; Material, Significant or Unusual Risks Relating to Investment Strategies — Computer and Algorithmic Research Tools, below. Investment Strategies We May Use. Similarly, we employ a wide variety of investment strategies across our client base. Strategies in use for client accounts at a given time will include some or all of the following: • • • • • • • •

Long term purchases (securities held at least a year); Short term purchases (securities sold within a year); Trading (securities sold within 30 days); Short sales; Margin transactions; Option writing, including covered options, uncovered options or spreading strategies; A variety of asset allocation vehicles and strategies; and Investing in collective investment vehicles.

External Portfolio Managers, External Funds, and ICONIQ Private Funds recommended by us employ methods of analysis and investment strategies that are identified in the appropriate and relevant documents, which may include an External Portfolio Manager’s Form ADV Part 2A or the constituent documents of an investment fund. The foregoing is not a comprehensive list of the methods of analysis and strategies that may be employed by us, nor are the descriptions necessarily the only ways in which the methods of analysis and strategies may be implemented. B.

Material, Significant or Unusual Risks Relating to Investment Strategies

The following risk factors do not purport to be a complete list or explanation of the risks involved with the investment advisory services we provide to clients (including Managed Account Clients and ICONIQ Private Funds). These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us.

General. Investing in securities involves risk of loss that clients should be prepared to bear. While the security values may increase and client account(s) could enjoy a gain, it is also possible that the values may decrease and client account(s) could suffer a loss. All investments made or recommended by us for clients involve the risk of the loss of capital. Our clients’ accounts may utilize investment techniques such as margin transactions, short sales and option transactions, which can, in certain circumstances, magnify both the gains and losses to which our clients’ accounts may be subject. It is important that clients understand the risks associated with investing in securities, are appropriately diversified in investments, and ask us any questions they may have. Investment and Due Diligence Process. Before making investments, we will conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, we may be required to evaluate important and complex business, financial, tax, accounting and legal issues. When conducting due diligence and making an assessment regarding an investment, we will rely on the resources reasonably available to us, which in some circumstances, whether or not known to us at the time, may not be sufficient, accurate, complete or reliable. Due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. Cyber Security. With the increased use of connected technologies to conduct business, ICONIQ Capital, the ICONIQ Private Funds, the service providers of the ICONIQ Private Funds, and the underlying investments made by all of our clients are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and may arise from external or internal sources. Cyberattacks include, but are not limited to, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, and causing operational disruption. Cyber incidents affecting ICONIQ Capital, the ICONIQ Private Funds, the service providers of the ICONIQ Private Funds, and the underlying investments made by our clients have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the release of client and investor information or confidential business information, interference with the ability to calculate the value of our clients’ investments, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines or penalties, reputational damage, or additional compliance costs. If this proposal is adopted, it could increase ICONIQ Capital’s compliance costs and potential regulatory liability related to cybersecurity. Service providers to Managed Account Clients face similar risks and challenges. We will seek to implement safeguards to protect our clients against cyberattacks; however, there can be no assurance that we will be successful in preventing the occurrence of cyberattacks or mitigating the impact of cyberattacks. Data Privacy Legislation. ICONIQ Capital and the ICONIQ Private Funds are subject to various laws and regulations related to privacy and data protection. Such rules and regulations may consist of the Cayman Islands Data Protection Act (As Revised), Regulation (EU) 2016/679 (known as the General Data Protection Regulation, as it applies in the European Economic Area, and in respect of the United Kingdom, as it forms part of United Kingdom

law by virtue of the European Union (Withdrawal) Act 2018 (as amended) and as supplemented by the Data Protection Act 2018 (as amended)) and similar laws of other non-U.S. jurisdictions. In addition, numerous U.S. states, including the State of California, have adopted or are considering state privacy and data protection laws. Further, there are a range of proposed laws and regulations at the federal level. Future jurisdictions may adopt additional laws and regulations the scope and terms of which is not currently clear. Several of these laws and regulations contain substantial financial penalties or the potential for substantial liabilities for violations of them even if such violations are unintentional or inadvertent. Thus, an ICONIQ Private Fund may incur substantial liabilities if it, the general partner of the ICONIQ Private Fund or ICONIQ Capital is determined to have breached a data protection law or regulation. Even though the ICONIQ Private Funds will endeavor to comply with such laws and regulations, many of them are new and interpretations of some of their provisions are not yet clear. In addition, a number of the laws and regulations contain subjective elements which could allow a regulator or third party to challenge the ICONIQ Private Fund’s compliance efforts and determinations even if they were made in good faith. Computer and Algorithmic Research Tools. Research and creative tools that harness generative artificial intelligence (collectively, “Computer and Algorithmic Research Tools”), as well as other machine learning techniques, are accessible and will continue to become more accessible to ICONIQ Capital, its service providers and ICONIQ Private Fund service providers. Prospective clients and investors should anticipate that ICONIQ Capital will utilize Computer and Algorithmic Research Tools in connection with its business activities, including investment activities. The use of Computer and Algorithmic Research Tools brings with it known, anticipated, and as-yet-unknown risks and conflicts, including the risk that ICONIQ Capital’s compliance and operational policies and procedures will not anticipate every potential issue and conflict, that AI-generated outputs or recommendations may be relied upon inappropriately or applied in circumstances for which they were not intended, and that ICONIQ Capital’s surveillance and control systems might not be sufficient to identify every instance of non-compliance. Among other things, this means that ICONIQ Capital’s policies and procedures relating to Computer and Algorithmic Research Tools will continue to evolve rapidly, and without notice to investors. Computer and Algorithmic Research Tools may rely on large and diverse datasets for training, testing, and operation. The sources, licensing status, consent, or lawful use of such data may be incomplete, uncertain, or later challenged. Training data may be alleged or determined to have been improperly sourced, insufficiently licensed, or to infringe intellectual property, privacy, or data protection rights. Any such issues could result in regulatory scrutiny, litigation, reputational harm, or limitations on the continued use of affected AI systems. Certain Computer and Algorithmic Research Tools, particularly those involving complex or evolving models, may not generate outputs that are fully reproducible, auditable, or explainable after the fact. Limitations in logging, recordkeeping, model documentation, or version tracking could impair our ability to reconstruct prior AI-driven analyses or decisions in response to regulatory examinations, audits, internal reviews, or litigation. Such limitations may increase compliance, supervisory, and evidentiary risks.

Sub-Advisers. We may engage third party investment advisers to assist us with making investment decisions for our client accounts. We do not control these sub-advisers and, notwithstanding our due diligence prior to engaging a sub-adviser and our subsequent, periodic monitoring of that sub-adviser, failure by the sub-adviser to perform its duties or otherwise satisfy its obligations to our clients could have a material adverse effect upon such clients. Co-Investments with Third Parties. We cause our clients to co-invest with third parties. Third party involvement with an investment may negatively impact the returns of such investment if, for example, the third party co-venturer has financial difficulties, has economic or business interests or goals that are inconsistent with those of our client or is in a position to take (or block) action in a manner contrary to such client’s investment objective. In circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments. Financial System Disruption. ICONIQ Capital, our Managed Account Clients, the ICONIQ Private Funds and the ICONIQ Private Funds’ portfolio companies are dependent on unaffiliated financial industry participants, including banks, broker-dealers, clearing houses, securities firms, exchanges and other financial institutions, to conduct their business. A disruption or shock in the financial industry or markets (as last occurred in the first quarter of 2023 with multiple banks entering receivership or otherwise seeking assistance; such a disruption or shock being a “Financial Disruption Event”) could adversely affect any of these financial institutions, which in turn could have material adverse consequences for ICONIQ Capital, its Managed Account Clients, the ICONIQ Private Funds or the ICONIQ Private Funds’ portfolio companies. The severity of this risk could be increased by any exclusive arrangements entered into with these financial institutions. A Financial Disruption Event affecting a bank or financial institution that has custody of Managed Account Client or ICONIQ Private Fund assets could adversely impact the value or integrity of those assets and the ability to retrieve and secure such assets. The affected Managed Account Client or ICONIQ Private Fund may experience delayed access to deposits or other financial assets or an uninsured loss of those deposits or other financial assets. In particular, if ICONIQ Capital or an affiliate has a banking relationship (for example, a payroll account) with a bank or other financial institution that experiences a Financial Disruption Event, our ability to manage or operate consistent with past business practices could be negatively impacted, potentially resulting in a disruption in operations. Many of the ICONIQ Private Funds are structured as commitment vehicles. To the extent that a significant number of the limited partners or investors in such funds have banking relationships with a bank or financial institution that experiences a Financial Disruption Event, those limited partners may be unable to satisfy their capital contribution obligations in a timely manner. Such situations could result in losses and other disruptions to the ICONIQ Private Funds and, ultimately, losses to investors.

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Our Managed Account Clients include, without limitation: • • • • •

family offices; individuals and high net worth individuals; trusts, estates or charitable organizations; corporations, limited liability companies and/or other business types; and private pooled investment vehicles.

We generally work with Managed Account Clients with net worths of $25,000,000 or more. However, we can accept clients of any net worth, and on occasion work with clients whose net worth is below this threshold. We also sponsor, manage, and advise the ICONIQ Private Funds. The investment requirements for those funds vary. Generally, an investor in an ICONIQ Private Fund must invest a minimum of $10,000. Additionally, each investor must be an “accredited investor”, and meet other criteria as specified in the constituent documents of each of the ICONIQ Private Funds.

We charge and assess performance-based fees and allocations to investors in certain ICONIQ Private Funds, which we disclose in the offering, disclosure or other documents relating to these ICONIQ Private Funds. We may also enter into agreements with Managed Account Clients that provide us with performance-based fees or allocations, which we reflect in the agreements with those clients or in comparable documents or communications. In addition, we charge and assess performance-based fees and allocations with respect to certain individual investment opportunities recommended or made available by us. We structure any performance-based fee arrangement to comply with the Investment Advisers Act of 1940 (the “Advisers Act”), including Rule 205-3 thereunder. In addition, we recommend investments in External Funds and engagements of External Portfolio Managers, which in certain circumstances will charge performance-based fees that will be borne directly or indirectly by clients. Differences in our compensation arrangements among investors and clients, particularly when some investors pay performance-based compensation and others do not, creates an incentive for us to allocate investment opportunities to those clients or investors who pay higher compensation. To seek to address this conflict of interest, among other actions, we seek to clarify the scope of our advisory engagements with Managed Account Clients and allocate investment opportunities among our clients and investors in accordance with our allocation policy. See Item 11.D. Allocation of Investment Opportunities.

Neither ICONIQ Capital nor any of our affiliates or Principals are registered or have an application pending to register as: • •

a broker-dealer or a registered representative of a broker-dealer; or a futures commission merchant, commodity pool operator, a commodity-trading adviser, or an associated person of any of the foregoing entities.

As described in Item 4.A, we sponsor and advise the ICONIQ Private Funds. Affiliated entities serve as general partners to ICONIQ Private Funds. Although this arrangement gives us heightened control and discretion over the ICONIQ Private Funds, we seek to manage any conflicts of interest by adhering to the ICONIQ Private Funds’ investment strategies and objectives, and to the ICONIQ Capital allocation policy discussed in Item 11.D, Allocation of Investment Opportunities. Conflicts of interest also arise from time to time in allocating time, services, or other resources among our clients, including to and among the investment activities of ICONIQ Private Funds. Investments identified by us that are within the investment strategy and objectives of the ICONIQ Private Funds will be offered to those funds in accordance with the allocation policy discussed at Item 11.D, Allocation of Investment Opportunities. Due to the nature of our clients, investors, and our investment activities, we have multiple relationships, engagements and affiliations with clients, investors, and the investments made by the ICONIQ Private Funds or otherwise recommended by us. Certain of our Managed Account Clients, ICONIQ Private Fund investors, and investing partners serve on our Advisory Board or may provide other services to ICONIQ Capital or its affiliates. Managed Account Clients sporadically engage in borrowing and lending arrangements with entities affiliated with ICONIQ Capital and/or the ICONIQ Private Funds. Certain of our Managed Account Clients are affiliated with portfolio companies held by one or more ICONIQ Private Funds. Portfolio companies owned in whole or part by the ICONIQ Private Funds and/or Managed Account Clients may provide services to us and/or the ICONIQ Private Funds. Also, certain of our employees have personal investments in companies in which our clients or investors have interests. ICONIQ Capital mitigates conflicts of interest that arise from such investments through implementing ICONIQ Capital’s code of ethics, which is described in such policy. These relationships and engagements among clients, investors, and investments present certain conflicts of interest, including the potential of more favorable treatment for certain Managed Account Clients. Despite these conflicts of interest, we endeavor to treat all clients fairly and only make or recommend investments which we believe to be in the best interests of our clients, in consideration of each client’s financial circumstances, investment strategy, and agreed-upon scope of services. Additionally, we follow an investment process and negotiate terms that we believe are appropriate for the types of investments we make and the types of clients to whom we recommend such investments. Please also refer to Item 11.D, Allocation of Investment Opportunities, below for additional information and conflicts of interest presented by our financial industry activities. Certain clients of ICONIQ Capital and its affiliates enter into joint ventures or other agreements with third parties holding (or agreeing to purchase) the same real estate or other investments as

such clients for purposes of making a real estate investment or collectively pursuing a particular strategy (each such partner, an “Operating Partner”). Under many of these arrangements, the Operating Partner takes a lead role in managing the investments or implementing such joint strategies or investments and controls certain decisions (including major decisions) with respect to such investment and, as a result, generally is compensated through fees, a profit participation or some other form of compensation. To the extent such investments or agreements are made, clients will directly or indirectly bear their pro rata share of the investment management fees, profit participations (or promotes), other fees and/or expenses charged by the Operating Partner, in addition to the fees of ICONIQ Capital and its affiliates. Clients will bear multiple layers of fees and allocations that generally would not be incurred if the investments were made solely by ICONIQ Capital clients or directly (as opposed to through a joint venture or other agreement). Blue Owl. An affiliate of Blue Owl Capital Inc. owns a passive minority equity stake in ICONIQ Capital, although we do not believe that this makes Blue Owl (which itself is affiliated with a registered broker-dealer) an affiliate of ICONIQ Capital. Certain ICONIQ Capital personnel will devote a certain amount of time to Blue Owl activities, although we do not believe that will interfere with their obligations to ICONIQ Capital clients. In addition, in late 2024, Blue Owl effectively acquired the assets of IPI Partners, LLC, a digital infrastructure fund manager that was previously a joint venture of ICONIQ Capital and Iron Point Partners, and many former IPI Partners personnel are now employed by Blue Owl Digital Infrastructure. For more information about Blue Owl Capital Inc., refer to its Form ADV, available at: www.adviserinfo.sec.gov.

Trading We believe that our business model is unique and, as such, current and prospective clients (and current and prospective investors in the ICONIQ Private Funds) should understand that we face a significant number of conflicts of interest, some of which are described in this Item 11 and others of which are discussed elsewhere in this Brochure (including in Items 5, 6, 8, 10, and 14), as well as in any placement memorandum or subscription documents that we may distribute to investors in funds that we advise. A.

Code of Ethics

We have established a Code of Ethics that comports with SEC Rule 204A-1 under the Advisers Act and which applies to all of our associated persons, including our Principals, partners, officers, and employees (“Supervised Persons”). We require all of our Supervised Persons to conduct business in a manner consistent with our fiduciary status and to comply with federal and state securities laws. Upon employment or affiliation and at least annually thereafter, all Supervised Persons will, among other requirements, sign an acknowledgement that they have read, understand, and agree to comply with our Code of Ethics. Our Code of Ethics permits personal investments, subject to a number of restrictions and limitations. However, investments by our personnel pose conflicts of interests that may not be present with other investment advisers, including: •

Our personnel are often offered the opportunity to invest in unregistered offerings, generally of venture-stage companies.

•

Our personnel invest in offerings of entities related to clients, and at times do so earlier or later than other clients or non-clients that are investing in the opportunity.

When these opportunities fall within the investment programs of one or more of our clients, we have a conflict of interest. Our personal trading and allocation policies are designed to address these situations, but assessments of these opportunities are inherently subjective and current and prospective clients and investors should understand that lucrative investment opportunities may be offered to (and accepted by) our Principals and personnel without being offered to our clients. This disclosure is provided to give all clients a summary of our Code of Ethics. However, if a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided upon request. B.

Securities Recommendations

We often recommend that our Managed Account Clients and other advisory clients invest in one or more ICONIQ Private Funds. Our sponsorship and management of the ICONIQ Private Funds gives us incentives, including financial incentives in certain circumstances, to recommend these products and presents a conflict of interest. Notwithstanding these conflicts of interest, we endeavor to only recommend an investment product when we believe the investment to be in the best interest of the client, considering the client’s objectives, risk tolerance, limitations, and capital

available for investment. Further information on conflicts of interest related to securities recommendations are disclosed in the ICONIQ Private Funds’ constituent documents. We encourage investors in ICONIQ Private Funds to review those documents. At times, we recommend External Funds with which our Principals or our clients are affiliated or from which we may receive other benefits. We strive to identify those relationships in our investment process and disclose the relationship or circumstance to clients at the time of investment. From time to time we determine that it would be in the best interests of certain clients to transfer a security from one client to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the clients, to sell-down in order to permit further diversification of the portfolios of the clients (e.g., in respect of an ICONIQ Private Fund, by reinvesting the investment proceeds attributable to any such sell down) or to reduce transaction costs that may arise in an open market transaction. If we decide to engage in a Cross Trade, we will determine that the trade is in the best interests of each client involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients and otherwise in accordance with our compliance obligations. C.

Securities Transactions and Related Persons

Our Supervised Persons may buy or sell securities for themselves at or about the same time they buy or sell the same securities for client accounts. In order to minimize the potential conflicts of interest of this practice, our Supervised Persons will adhere to our Code of Ethics and the personal trading requirements contained therein. Specifically, our Supervised Persons are required to obtain pre-approval for personal securities transactions and trade within certain limitations designed to mitigate the potential for conflicts of interest. Generally, we and our related persons do not, as principals, buy securities from or sell securities to our clients. However, if we or our related persons engage in principal transactions, we will disclose to the client in writing the capacity in which we are acting and obtain client consent to the transaction. D.

Allocation of Investment Opportunities

Allocating pre-IPO and other private investment opportunities across and among different categories of sophisticated clients (including, for the avoidance of doubt, the ICONIQ Private Funds) in a way that respects the variety of our advisory relationships is a complex exercise. To assist us in making these allocations in a manner that satisfies our duties and obligations, we have adopted allocation policies (collectively, and as amended from time to time, the “Allocation Policy”) that is intended to allow us to allocate investment opportunities in a manner that is consistent with our fiduciary duties and addresses the conflicts inherent in our allocation process. Primary Allocations. The core of our Allocation Policy is to allow each of the ICONIQ Capital investment teams (e.g., our growth equity investment team, our real estate investment team, and our investment strategy group) to allocate its investment opportunities among those of its respective fund clients that have, in its determination, sufficient capacity in terms of capital, risk,

and any other relevant metrics to allow it to invest in the opportunity or otherwise deemed relevant. Each investment team, however, has the discretion to adjust the amount of any opportunity allocated to any fund client based on those “Allocation Considerations”1 it considers relevant, including concentration, diversification, risk, and other considerations. After primary allocations are made by the relevant investment team, any remaining capacity may be offered to holders, if any, of co-investment rights (including co-investment funds). Thereafter, ICONIQ Capital may allocate any remaining capacity to any potential purchaser subject to the terms of the limited partnership agreements of the funds, including strategic investors and other third parties, other certain ICONIQ Capital clients (including Managed Account Clients), ICONIQ Capital and its affiliates, and ICONIQ Capital personnel. Required and Strategic Allocations. The Allocation Policy also permits us to make investment opportunities available, on a co-investment basis or otherwise, to third parties or specific clients when we believe that such an external allocation would satisfy our overall investment goals. We may make these “required” or “strategic” allocations when we determine that an investment by certain clients, ICONIQ Capital, ICONIQ Capital personnel, or third parties is useful or required to be able to optimize an investment opportunity, where we believe that an investment by certain clients, third parties, ICONIQ Capital or ICONIQ Capital personnel is likely to contribute to the success of a limited investment opportunity – by providing, for example, technical knowledge, industry connections, or the positive potential impression of a prominent investor, or where we believe that such an investment would maximize current or future participation in particular private transactions or in private transactions (as an asset class) by our clients over time. In some cases, the opportunity to invest may itself be predicated on these kinds of allocations. Proprietary Allocations. We also can (and do) allocate certain categories of, and various percentages of, investment opportunities to ICONIQ Capital itself or to accounts associated with our personnel, including our Principals. We do this both to promote alignment with our clients, as well as to provide opportunities to our personnel to participate in the outcomes of investment decisions that we make and recommend to clients. These investments can be done directly (e.g., by an allocation to ICONIQ Capital, an employee or an employee investment vehicle) or indirectly (e.g., by ICONIQ Capital personnel investing in an ICONIQ Capital managed investment vehicle), and the amounts invested as a percentage of the opportunity may vary widely across funds and other investment opportunities.

“Allocation Considerations” include, without limitation, a client’s model portfolio allocation to the asset class represented by the investment opportunity; a client’s current exposure to the securities, issuer or market in question; the different liquidity positions and requirements of the investment opportunity, (i.e., fund managers may impose minimums, caps on contributions or may otherwise limit investors); a client’s tax considerations; a client’s regulatory considerations; a client’s liquidity and cash considerations; small share allocations, odd lots, foreign securities law restrictions or restrictions of a client; the relative capitalization and cash availability of a client; the relative risk profiles of a client; a client’s non-economic considerations (e.g., reputational considerations); a client’s portfolio concentration considerations; diversification requirements or objectives of a client; specific/customized considerations of a client, including an expressed interest in certain types of investments; a client’s investment time horizon; a client’s availability and capability to make the investment within the timeframe imposed by the investment opportunity; any other practical or pragmatic adjustments that lead to cost savings for a client or clients overall; and other transactional efficiencies for a client or clients overall.

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Broker-Dealer Recommendations

Broker-Dealers. ICONIQ Capital is, in certain circumstances, appointed by a client to directly manage a portion of client assets pursuant to a written advisory agreement. In such cases, we will act as the client’s agent in fact to buy and sell securities on a fully discretionary basis with authority to select the securities and amount thereof for the client account through a broker-dealer. Also, at times we have the discretion to grant discretionary trading authority to External Portfolio Managers, who shall execute transactions in the same manner as previously described. We generally have full discretionary authority to manage the ICONIQ Private Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid; this authority is limited by our own internal policies and procedures and each ICONIQ Private Fund’s investment guidelines. Directed Brokerage. In certain instances, clients seek to limit or restrict our discretionary authority in making the determination of the brokers with whom orders for the purchase or sale of securities are placed for execution, and the commission rates at which such securities transactions are effected. Any such client direction must be in writing, and may contain a representation from the client that the arrangement is permissible under its governing laws and documents, if this is relevant. Some clients direct trades to particular brokers. With respect to their directed trades, a client will be treated as if they have retained the investment discretion that we otherwise would have in selecting brokers to effect transactions and in negotiating commissions and that such direction may adversely affect our ability to obtain best price and execution. In addition, client-directed trade orders generally are not aggregated with other clients’ orders and direction of brokerage may hinder best execution. Custodians. Client cash and securities are generally held with an unaffiliated, independent qualified Custodian. In some circumstances, a broker-dealer effecting client transactions will be affiliated with the Custodian for that client’s account, but in others an unaffiliated broker-dealer effects a trade that settles with a given Custodian. The independent broker-dealer or Custodian is authorized to follow the instructions of our personnel and/or External Portfolio Manager(s) in placement and settlement of trades, wiring of funds and other requests (subject to client letters of authorization). We and any External Portfolio Managers have an obligation to execute securities brokerage transactions for client accounts through broker-dealers that we or the External Portfolio Managers believe will provide “best execution”. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although we will seek competitive rates, we may not necessarily obtain the lowest possible commission rates for a specific client account transaction.

Custodians generally do not charge advisory clients separately for custody services but are compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through Custodians or that settle into custodial accounts (i.e., transactions fees are charged for certain no-load mutual funds, commissions are charged for individual equity and debt securities transactions). Custodians may provide access to many noload mutual funds without transaction charges and other no-load funds at nominal transaction charges. Custodians’ commission rates are generally discounted from customary retail commission rates; however, the commission and transaction fees charged by Custodians may be higher or lower than those charged by other custodians and broker-dealers. Custodian Services and Benefits Conflicts. ICONIQ Capital has arrangements with certain Custodians through which Custodians provide us with “institutional platform services.” The institutional platform services include, among others, brokerage, custody, and other related services. Custodians’ institutional platform services that assist us in managing and administering clients’ accounts include software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from clients’ accounts; and (v) assist with backoffice functions, recordkeeping and client reporting. Custodians also offer other services and benefits intended to help us manage and further develop our advisory practice. Such services and benefits include, but are not limited to, performance reporting, financial planning, customer relationship management systems, third party research, publications, compliance systems, consulting services, access to educational conferences, roundtables and webinars, practice and business management resources, access to consultants and other third party service providers who provide a wide array of business related services and technology with whom we may contract directly. Custodians may discount or waive their fees for some of these services or pay all or a part of a third party’s fees. Additionally, Custodians sponsor and fund joint events. As a result of ICONIQ Capital receiving these services and funding for no additional cost, we have an incentive to continue to use or expand the use of a Custodian’s services. We evaluate this conflict of interest and we believe that the relationship is in the best interest of our clients and satisfies our client obligations, including our duty to seek best execution. Research and Other Soft Dollar Benefits. ICONIQ Capital has arrangements with financial firms that provide us with their “platform” services. None of these benefits are soft-dollar credit arrangements. The platform services include, among others, brokerage, custodial, administrative support, recordkeeping and related services that are intended to support us in conducting business and in serving the best interests of our clients but that may also benefit us. As part of the platform services arrangement described in this section, a Custodian from time to time also makes certain research and brokerage services available at no additional cost to us, including research services obtained by Custodians directly from independent research companies, as selected by us (within specific parameters). Research products and services provided by Custodians to us may include research reports on recommendations or other information about, particular companies or industries; economic surveys, data and analyses; financial publications;

portfolio evaluation services; financial database software and services; computerized news and pricing services; quotation equipment for use in running software used in investment decisionmaking; and other products or services that provide lawful and appropriate assistance by Custodians to us in the performance of our investment decision-making responsibilities. The aforementioned research and brokerage services are used by us to manage accounts for which we have investment discretion. Without this arrangement, we might be compelled to purchase the same or similar services at our own expense. Brokerage for Client Referrals. We may receive client referrals from broker-dealers and Custodians and we may consider these referrals when selecting broker-dealers and recommending Custodians. We have an incentive to select or recommend a broker-dealer based on our interest in receiving client referrals. We mitigate this potential conflict of interest by considering the full range of a broker-dealer’s services – including the value of research provided, execution capability, trade execution costs, and responsiveness – when selecting broker-dealers. Our receipt of referrals does not diminish our duty to select brokers on the basis of best execution. Affiliation. We are not affiliated with any Custodian or broker dealer, although one of our noncontrolling investors is part of a corporate group that includes broker-dealers. B.

Order Aggregation

We perform investment management services for multiple clients. We frequently receive and/or generate concurrent authorizations to purchase or sell the same security for multiple client accounts, which often involve accounts with similar investment objectives. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to any one or more particular accounts, they are collectively or simultaneously effected only when we believe that to do so will be in the best interest of the affected accounts. When such concurrent authorizations occur, we attempt to allocate trade executions in the most equitable manner possible and use, where practicable, price averaging, proration and other non-arbitrary methods of allocation. Many of our funds make distributions of securities “in kind” to investors, rather than selling the securities and distributing cash proceeds. “In kind” distributions are often followed by simultaneous client instructions or authorizations to sell the securities received, in which case we follow the aggregations procedures described above. However, we and our funds agree with some investors to ensure that they do not receive in-kind distributions, which can result in differences in the timing of a realization.

Other Compensation

As described above under Item 12.A, Custodians, brokers and other service providers sponsor and fund joint events where attendees may include clients or employees of the sponsoring service provider and ICONIQ Capital personnel. As a result, we may have an incentive to continue to use or expand the use of a particular service provider’s services. We may also have an incentive to recommend certain financial institutions and service providers to our clients. We evaluate this potential conflict of interest and we recommend the use of Custodians, financial institutions, and other service providers to our clients only when we believe their services are appropriate for our clients and in our clients’ best interests. Certain clients and/or their affiliated companies allow some of our Principals and employees the use of their private aircraft. This practice creates a conflict of interest because it presents a circumstance that may unduly influence our decision making with respect to our clients. Despite this apparent conflict of interest, we endeavor to treat clients fairly, considering each client’s facts and circumstances. B.

Client Referrals

Other than as described above in Item 12.A, we do not currently directly or indirectly compensate any person who is not a Supervised Person for client referrals. To the extent that we do enter into any such arrangements, as applicable, all such compensation will be fully disclosed to each client consistent with applicable law and to the extent necessary will be conducted in accordance with SEC Rule 206(4)-1(b) under the Advisers Act. C.

Use of Client Information

We provide clients with a copy of our privacy policy, which describes certain limits on our use of clients’ personal information. As part of our overall advisory services, however, we seek to connect clients with each other, with portfolio company personnel, and with professionals within ICONIQ Capital and our broader networks.

ICONIQ Capital has no disclosable disciplinary information.

We review accounts on a periodic basis. The frequency with which such reviews are conducted is determined based on the nature of each client’s investment portfolio and client expectations. The reviews are conducted by a family office specialist, financial analyst or another member of our investment team. The nature of these reviews is to learn whether clients’ accounts are in line with their investment objectives and are appropriately positioned based on market conditions, investment policies, and the recommended portfolio allocation. We may also review client accounts at other times when circumstances warrant. Among the factors that may trigger an off-cycle review are major market or economic events, a Managed Account Client’s life events, and requests by a Managed Account Client.

ICONIQ Capital is deemed to have custody for the vast majority of its advisory client accounts. We comply with SEC Rule 206(4)-2 (the “Custody Rule”) by annually undergoing a surprise examination covering these accounts by an independent public accountant or by obtaining financial statement audits. Our Managed Account Clients receive, at least quarterly, account statements directly from their Custodians. We recommend that these clients compare the account statements received from their Custodians with portfolio review reports and portfolio information available from ICONIQ Capital or through our client access portal. The ICONIQ Private Funds generally receive financial statements audited by an independent certified public accountant as of the end of its fiscal year. Copies of the audited financial statements are furnished to each investor after the end of each fiscal year of each such ICONIQ Private Fund.

We often are granted discretion by our Managed Account Clients to buy and sell securities (including short sales and financial investments that do not qualify as “securities”) and to trade on a fully discretionary basis in any and all forms of securities and financial instruments. This is generally set forth in an advisory agreement but can also take the form of specific instructions. We generally have full discretion for the ICONIQ Private Funds, which is usually granted in an investment management agreement or other constituent documents. At times, we allow clients to impose restrictions on investing in certain securities or types of securities (or other investments) in otherwise discretionary accounts. Our authority can run to every kind of security, including, without limitation, options contracts (including uncovered option contracts), on a cash or margin basis and with authority to select the securities and amount thereof for a client account through a broker-dealer. We also, for many clients, have authority to invest and trade in instruments and opportunities that are not securities. We may vote proxies of Managed Account Clients that invest in ICONIQ Private Funds in favor of amendments to the governing agreements of such ICONIQ Private Funds, including amendments that may provide an economic benefit to ICONIQ Capital. External Portfolio Managers generally have the same level of discretionary trading authority as we do. It should be noted that we have the discretion to grant discretionary trading authority to External Portfolio Managers to execute transactions with the same manner as we do (as previously described). Client cash and securities will be held in a manner that satisfies the Custody Rule.

Managed Account Clients. Our Managed Account Clients generally maintain the exclusive responsibility for: • •

directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to securities held in clients’ accounts.

However, where Managed Account Clients authorize or direct us to vote proxies on their behalf, we seek to exercise that authority in their best interests. In these cases, we often utilize the services of an independent third party that specializes in evaluating corporate governance matters and making voting recommendations and we typically will vote in accordance with the recommendations made by the independent third party, including in instances where a material conflict of interest exists between ICONIQ Capital and our clients. External Portfolio Managers. We generally do not give instructions on voting matters to External Portfolio Managers selected or recommended by ICONIQ Capital for or to Managed Account Clients. Accordingly, the extent to which they are authorized to vote proxies on Managed Account Client assets depends on their internal policies and their agreements with the applicable Managed Account Clients. We may, however, be involved in processing ballots and elections from External Portfolio Managers. ICONIQ Private Funds. We will generally hold the ability to make voting decisions for an ICONIQ Private Fund, either because we have this express power under an investment management agreement or because the status of us or one of our affiliates confers voting rights upon us (or that affiliate), such as acting as the general partner of the fund. In these cases, ICONIQ Capital or the affiliate will exercise those rights in the best interest of the ICONIQ Private Fund. In general, voting decisions (including decisions to abstain from voting) will be made directly by the investment team responsible for that ICONIQ Private Fund. For certain of the ICONIQ Private Funds (such as Building Blocks funds that seek asset class exposures), we may and at times have determined that the cost of voting in proxy matters is greater than any expected benefits to be received. For other funds our involvement with the company is generally so great that the investment team will vote each proxy (or choose to abstain) after individual consideration of the specific matter. To the extent that an ICONIQ Private Fund is invested in an unaffiliated fund or other entity with voting rights, that fund or entity will generally determine how to vote on any given matter. Records. We maintain documentation of how we vote proxies in our books and records. Clients may obtain information regarding how we vote proxies by contacting the client team or submitting a request to teamcompliance@iconiqcapital.com. Our policies and procedures related to proxy voting are also available upon request.

We have no financial commitment that is reasonably likely to impair our ability to meet contractual commitments to our clients.