A. FIRM INFORMATION
Icon Wealth Advisors, LLC (“Icon” or the “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange
Commission (“SEC”). The Advisor is organized as a Limited Liability Company (“LLC”) under the laws of the State of Delaware. Icon
Wealth Advisors, LLC acquired the advisory business of Icon Wealth Partners, LLC which was founded in 2016.
Icon is managed by Blake Pratz, Mark McAdams, Steve Schwarzbach, Brooks McGee and James Pavlik (“Icon Principals”), pursuant
to a management agreement between IWP Management LLC and Icon. The Icon Principals serve as leaders and officers of Icon and
are responsible for the management, supervision and oversight of Icon
FOCUS FINANCIAL PARTNERS, LLC
Icon is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, Icon is a wholly-owned indirect subsidiary of
Focus LLC. Ferdinand FFP Acquisition, LLC is the sole managing member of Focus LLC. Ultimate governance of Focus LLC is
conducted through the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus LLC is majority-owned, indirectly and
collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”). Investment vehicles affiliated with Stone
Point Capital LLC (“Stone Point”) are indirect owners of Focus LLC. Because Icon is an indirect, wholly-owned subsidiary of Focus
LLC, CD&R and Stone Point investment vehicles are indirect owners of Icon.
Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants, insurance firms, business managers
and other firms (the “Focus Partners”), most of which provide wealth management, benefit consulting and investment consulting
services to individuals, families, employers, and institutions. Some Focus Partners also manage or advise limited partnerships,
private funds, or investment companies as disclosed on their respective Form ADVs.
For additional information regarding this Disclosure Brochure, please contact Amy Ardeel, Icon’s Chief Compliance Officer, at (713)
904-5028.
B. ADVISORY SERVICES OFFERED
Icon offers wealth management services to individuals, high net worth individuals, trusts, estates, charitable organizations and
other corporations (each referred to as a “Client”).
The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Advisor upholds
a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. Icon’s fiduciary
commitment is further described in the Advisor’s Code of Ethics. Please see Item 11 – Code of Ethics, Participation or Interest in
Client Transactions and Personal Trading.
INVESTMENT ADVISORY SERVICES - Icon provides customized investment advisory solutions for its Clients. This is achieved
through continuous personal Client contact and interaction while providing discretionary investment management and related
advisory services. Icon works closely with each Client to identify their investment goals and objectives as well as risk tolerance and
financial situation in order to determine an appropriate portfolio strategy. Icon will either utilize one or more unaffiliated
investment managers or investment platforms (collectively “Independent Managers”) to manage a portion the Client’s portfolio
(as described below) or place Client assets into one of Icon’s model portfolios to achieve the Client’s investment goals.
Additionally, on an as needed basis, the Advisor may provide Clients with a financial plan based on the Client’s financial goals,
objectives and other financial matters.
We implement investment advice on behalf of certain clients in held-away accounts that are maintained at independent third-
party custodians. These held-away accounts are often 401(k) accounts, 529 plans and other assets that are not held at our primary
custodian(s).
INTERNAL INVESTMENT MANAGEMENT – Icon’s various model portfolios consist primarily of low-cost, exchange-traded funds
(“ETFs”). The Advisor may also utilize mutual funds, private investments, individual stocks and/or bonds to meet the needs of its
Clients. The Advisor may retain certain legacy investments based on portfolio fit and/or tax considerations. Due to specific custodial
or mutual fund company constraints or material tax consideration, Icon will utilize or retain a mutual fund share class that does not
have trading costs, but does have higher internal expense ratios than institutional share classes. Icon will seek to select the lowest
cost share class available that is in the best interest of each Client and will ensure the selection aligns with the Client’s financial
objectives and stated investment guidelines.
Icon’s investment approach is primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been
held for less than one year to meet the objectives of the Client or due to market conditions. Icon will construct, implement and
monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client
will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio,
subject to acceptance by the Advisor.
Icon evaluates and selects investments for inclusion in Client model portfolios only after applying its internal due diligence process.
Icon may recommend, on occasion, redistributing investment allocations to diversify the portfolio. Icon may recommend specific
positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge
against market movement. Icon may recommend selling positions for reasons that include, but are not limited to, harvesting
capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of
the position[s] in the portfolio, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed
unacceptable for the Client’s risk tolerance.
At no time will Icon accept or maintain custody of a Client’s funds or securities, except for the limited authority as outlined in Item
15 – Custody. All Client assets will be managed within their designated account[s] at the Custodian, pursuant to the terms of the
advisory agreement. For additional information, please see Item 12 – Brokerage Practices.
USE
OF INDEPENDENT MANAGERS – As noted above, Icon may recommend that the Clients utilize Independent Managers for all
or a portion of a Client’s investment portfolio, based on the Client’s needs and objectives. In such instances, the Client will be
required to authorize and enter into an advisory agreement with an Independent Manager that defines the terms in which the
Independent Manager will provide its services. The Advisor will perform initial and ongoing oversight and due diligence over each
Independent Manager to ensure the strategy and target allocations remain aligned with the Client’s investment objectives and
overall best interests. The Advisor will also assist in the development of the initial policy recommendations and managing the
ongoing Client relationship. The Client, prior to entering into an agreement with an Independent Manager, will be provided with
the Independent Manager's Form ADV 2A – Disclosure Brochure (or other brochure that makes the appropriate disclosures).
USE OF INTERNAL FIXED INCOME MANAGER – Icon utilizes three internally managed fixed income strategies. Fees for these
strategies are outlined below and are charged to clients in addition to our standard fees outlined in Item 5. Icon does not utilize
standard grid or break-points for Advisory Fee.
1. Tax-Fee Custom Core Fixed Income Strategy
o 20 basis points annually for clients with up with $10 million in the strategy
o 12 basis points annually for clients with more than $10 million in the strategy
2. Tax-Free Ultra Short Duration Fixed Income Strategy
o 27 basis points annually
3. Taxable Custom Core Fixed Income Strategy
o 20 basis points annually
USE OF ORIGIN PRIVATE FUNDS – Icon has a business arrangement with a subsidiary or subsidiaries of Origin Investments Group,
LLC (“Origin”), who are each an indirect, wholly-owned subsidiary of Focus LLC, under which certain clients of the Advisor have the
option of investing in certain private investment vehicles managed by Origin. The Advisor is an affiliate of Origin by virtue of being
under common control with it. Please see Items 5, 10, and 11 for further details.
RETIREMENT ACCOUNTS – Advisor is a fiduciary under the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) with respect to investment management services and investment advice provided to ERISA plans and ERISA plan
participants. Advisor is also a fiduciary under section 4975 of the Internal Revenue Code of 1986, as amended (the “IRC”) with
respect to investment management services and investment advice provide to individual retirement accounts (“IRAs”), ERISA Plans,
and ERISA plan participants. As such, Advisor is subject to specific duties and obligations under ERISA and the IRC, as applicable,
that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from action on conflicts of
interest. When a fiduciary gives advice, the fiduciary must either avoid certain conflicts of interest or rely upon an applicable
prohibited transaction expect (a “PTE”).
A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage
in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the
new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or
(iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences and penalties). If
Icon recommends that you roll over your retirement plan assets into an account to be managed by Icon, such a recommendation
creates a conflict of interest if Icon will earn new (or increase its current) compensation as a result of the rollover. When acting in
such capacity, Icon serves as a fiduciary under ERISA or the IRC, or both. Icon’s investment professionals will document and
disclose the reasons that a recommendation to roll over assets is in the client’s best interest. No client is under any obligation to
roll over retirement plan assets to an account managed by Icon. Icon maintains policies and procedures designed to ensure
adherence with the provisions under ERISA, IRC, or both.
CREDIT AND CASH MANAGEMENT SOLUTIONS – We offer clients the option of obtaining certain financial solutions from
unaffiliated third-party financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its
affiliates, “UPTIQ”). Please see Items 5 and 10 for a fuller discussion of these services and other important information.
ADVISER LIABILITY – As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed on us by
the federal and state securities laws. As a result, you have certain rights that you cannot waive or limit by contract. Nothing in our
agreement with you should be interpreted as a limitation of our obligations under the federal and state securities laws or as a
waiver of any unwaivable rights you possess.
C. CLIENT ACCOUNT MANAGEMENT
Prior to engaging Icon to provide investment advisory services, each Client is required to enter into an investment advisory
agreement with the Advisor that defines the terms, conditions, authority and responsibilities of the Advisor and the Client.
These services may include:
• ESTABLISHING AN INVESTMENT STRATEGY – Icon, in connection with the Client, will develop a strategy that seeks to
achieve the Client’s goals and destinations.
• ASSET ALLOCATION – Icon will develop a strategic asset allocation that is targeted to meet the investment objectives, time
horizon, financial situation and tolerance for risk of each Client.
• PORTFOLIO CONSTRUCTION – Icon will develop a portfolio for the Client that is intended to meet the stated goals and
objectives of the Client.
• INVESTMENT MANAGEMENT AND SUPERVISION – Icon will provide investment management and ongoing oversight of
the Client’s investment portfolio.
D. WRAP FEE PROGRAMS
Icon does not manage or place Client assets into a wrap fee program. Investment advisory services are provided directly by Icon.
E. ASSETS UNDER MANAGEMENT
As of December 31, 2023, Icon manages $ 1,905,261,319 in Client assets, all of which are managed on a discretionary basis. Clients
may request more current information at any time by contacting the Advisor.