A. Description of Advisory Firm ICONIQ Capital, LLC (“ICONIQ Capital,” “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 investments with a focus on technology growth equity, venture capital and real estate opportunities. 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. 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:
• 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.
• 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.
• 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.
• 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.
• 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 sub- adviser relationships include engagements to provide index replication or short-term cash management 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. PFAR; Legal Challenge. Side letters and similar rights are limited and/or will require specific disclosures after the expiration of the transition period under the 2023 “Private Fund Advisers” Rule. This Rule is the subject of a legal challenge that is still pending as of the date of this Brochure, the outcome of which may affect our actions thereunder. 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. In addition, we highlight in Item 4.B, above, the possible impact of the Private Fund Advisers Rule on our side letter terms and our resulting disclosures. Managed Account Clients and ICONIQ Private Funds are often subject to trading restrictions imposed by ICONIQ Capital (including our firm-wide 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 $64 billion, all on a discretionary basis and approximately $19 billion on a non-discretionary basis as of December 31, 2023.