THE CLARIUS GROUP, LLC

999 Third Avenue, Suite 3050 Seattle, WA 98104 Telephone: 206-462-7400 Email: info@clariusgroup.com Website: www.clariusgroup.com DISCLOSURE BROCHURE Form ADV Part 2A March 20, 2025 This disclosure brochure (“Brochure”) provides information about the qualifications and business practices of The Clarius Group, LLC (hereinafter “Clarius” or “we”). If you have any questions about the contents of this Brochure, please contact us at 206-462-7400 or 999 Third Avenue, Suite 3050, Seattle, WA 98104. The information herein has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Clarius is also available on the SEC’s website at www.adviserinfo.sec.gov. Clarius is an investment advisor registered with the SEC under the Investment Advisers Act of 1940, as amended. This registration does not imply any particular level of skill or training.  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 ITEM 2: MATERIAL CHANGES This Brochure updates and replaces our last annual Brochure dated March 26, 2024. The material changes made are outlined below: There are no material changes since the last brochure update. Pursuant to SEC regulations, Clarius will ensure that clients receive either a summary of any material changes to this Brochure, along with an offer to provide a copy of the Brochure, or a copy of the full Brochure no later than April 30 th, which is 120 days after our fiscal year-end. Additionally, upon any material change to the Brochure made during the year, we will provide clients with a summary of the changes, along with an offer to provide the complete document. Page | 2  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 ITEM 3: TABLE OF CONTENTS DISCLOSURE BROCHURE .............................................................................................................................................................. 1 ITEM 2: MATERIAL CHANGES ....................................................................................................................................................... 2 ITEM 3: TABLE OF CONTENTS ...................................................................................................................................................... 3 ITEM 4: ADVISORY BUSINESS ....................................................................................................................................................... 4 ITEM 5: FEES AND COMPENSATION ............................................................................................................................................ 6 ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ................................................................................... 9 ITEM 7: TYPES OF CLIENTS ........................................................................................................................................................... 9 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ...................................................................... 10 ITEM 9: DISCIPLINARY INFORMATION ....................................................................................................................................... 16 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .................................................................................... 16 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING ................... 16 ITEM 12: BROKERAGE PRACTICES .............................................................................................................................................. 17 ITEM 13: REVIEW OF ACCOUNTS ............................................................................................................................................... 19 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION ...................................................................................................... 20 ITEM 15: CUSTODY..................................................................................................................................................................... 20 ITEM 16: INVESTMENT DISCRETION .......................................................................................................................................... 21 ITEM 17: VOTING CLIENT SECURITIES ........................................................................................................................................ 21 ITEM 18: FINANCIAL INFORMATION .......................................................................................................................................... 21 Page | 3  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 ITEM 4: ADVISORY BUSINESS Clarius’ registration as an investment advisor was effective in January 2015, and we began providing advisory services to clients in April 2015. Keith Vernon and Matthew Talbot are the Firm’s two owners and partners. Clarius provides family office and integrated wealth management services, along with financial planning and investment advisory services to high-net-worth individuals and their family entities, and to charitable trusts and foundations. Types of Advisory Services Clarius tailors its services to match the needs of each individual client. Each client’s planning needs are different, and we address those needs on an individual basis. Therefore, our services vary and include (among others) the following: Investment management and reporting • • Bill payment services • Cash flow management • Banking and credit support • • • • Insurance and risk management coordination Tax and estate planning coordination Philanthropic strategy and administration Entity oversight and management With respect to the planning and consulting provided as part of our wealth management services, clients should understand the following: Clients are free to accept or reject any recommendation made by Clarius. • • Recommendations in various areas (e.g., estate planning, retirement planning, taxes, and insurance) are only implemented at the client’s sole discretion and executed with the corresponding professional advisor(s) (e.g., accountant, attorney, insurance agent) of the client’s choosing. • With respect to estate planning and tax planning matters, Clarius’ role will be that of a facilitator between the client and their corresponding professional advisor(s). • No portion of Clarius’ services should be construed as legal or accounting advice, rather the client should consult • with their attorney or accountant. Client maintains sole responsibility to notify Clarius if there is a change in their financial situation or investment objectives for the purpose of reviewing, evaluating, and revising any previous recommendations or services or to address new planning or consulting matters. For our investment advisory services, Clarius manages the client’s delegated assets on either a discretionary or nondiscretionary basis. At the beginning of the advisory relationship, Clarius will gather certain information from the client, which includes their financial goals, financial situation, investment time horizon, unique needs and circumstances, tax situation, investment constraints and restrictions, return expectations, and risk tolerance. After careful consideration of the client’s goals, objectives, constraints, and preferences, Clarius will draft an Investment Policy Statement (IPS) for the client’s review and approval. Clarius will make investment decisions for the client’s portfolio(s) according to the investment objectives and financial circumstances described in the client’s IPS. Clarius offers to meet with each client as often as necessary to review the portfolio and investment process and seeks to meet with clients at least annually. Each client enters into a written advisory services agreement with Clarius, which – in the case of discretionary assets -- gives Clarius the authority to transact on the client’s behalf without specific prior consultation. Such transactions involve (among others) the following types of securities: mutual funds, stocks, bonds, and exchange-traded funds (ETFs). In addition, depending on a client’s investment objectives, Clarius will recommend the use of one or more Third-Party Advisors (“TPA”) to manage certain portions of a client’s portfolio. In these cases, the client enters into an agreement with Page | 4  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 the TPA which gives the TPA discretionary authority over the client’s assets allocated to them. The TPA will invest those assets in accordance with the TPA’s investment strategy and the client’s overall investment objectives and risk tolerance for those assets. Please refer to Items 5 and 12 for further information on the use of TPAs. In certain cases, Clarius will recommend that a portion of the client’s assets be invested in certain private investment funds. Such funds are described as hedge funds, real estate funds, private equity funds, venture capital funds, and other types of private pooled investment vehicles (collectively “private funds”). Depending on the type of fund, the private funds will invest in various types of securities. When determining which clients should receive a recommendation to invest in a private fund, Clarius considers many factors, including, but not limited to, the client’s investment sophistication, risk tolerances and qualifications, investment objectives, and the amount of available assets in the client's account(s). Clarius’ goal is to allocate in a balanced manner; however, given these differing factors, the allocation of investment opportunities in private funds to clients is mainly subjective, and not all qualifying clients will be provided with a particular private investment opportunity. For those clients that receive a recommendation to invest in private funds, it is important to read each offering document (e.g., private placement memorandum) prior to investing to fully understand the risks and potential conflicts of interest pertaining to the private fund investment. (Please refer to Item 12 for further information on the allocation of private fund investments). Notably, some of the private funds, mutual funds and ETFs selected by Clarius will employ alternative or riskier strategies (e.g., the use of leverage or derivatives). Leverage is the use of debt to finance an activity. A private fund facilitating the purchase of a company using a line of credit or a hedge fund using proceeds from short sales to make more investments are examples of leverage. Derivatives can, in certain instances, be riskier than other types of investments because they can be more sensitive to changes in economic or market conditions than other types of investments. In certain situations, derivatives can result in losses that exceed the original investment. The use of derivatives, leverage, or other alternative strategies may not be successful, resulting in investment losses, that in addition to the cost of such strategies, will reduce investment returns. Hedging, on the other hand, occurs when an investment is made in order to reduce the risk of adverse price movements in a security. For example, an investor could hedge a long position by shorting the same or similar security. Please review these, and other, considerations carefully prior to investing. Please also refer to Item 8 for detailed information regarding the Firm’s methods of analysis and the risks surrounding such investments. There may be times when a client decides to use margin in their account. Use of margin in an investment advisory account can increase a client’s asset-based advisory fee. If margin is used to purchase additional securities, for instance, the total value of eligible account assets (to which the Clarius advisory fee is applied) will also increase. Notably, the opportunity to increase assets via margin debt presents a potential conflict of interest for Clarius. Margin debt is not suitable for all investors. It is Clarius’ practice to recommend that clients utilize such financing in a prudent manner (if at all). Buying securities on margin also subjects clients to additional costs and risks that should be carefully considered before utilizing margin on an account. For further information, please refer to Item 8. In recommending that any client roll over retirement plan assets to our management, Clarius has a conflict of interest. Before making any such recommendation, Clarius will review the client’s existing investment options, fees, and expenses in the context of their overall investment objectives. Recommendations are made once Clarius has determined that doing so is in the client’s best interest. As an investment advisor Clarius is a fiduciary to all clients. Clarius explicitly acknowledges the role of a “fiduciary” under ERISA or the Internal Revenue Code, or both, with respect to the investment advisory recommendations and discretionary asset management provided to Retirement Investors under this Agreement. A “Retirement Investor” is defined as retirement plan participants and beneficiaries, IRA owners, and retirement plan and IRA fiduciaries. Page | 5  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 Clarius utilizes an internally managed Direct Indexing investment strategy as a means for clients to replicate broad equity market exposures in a diversified, tax-controlled manner with less fee drag. Clarius’ Direct Indexing investment strategy involves purchasing individual securities to track a target index. ETF and index funds generally use “full replication” -- investing in the same number of stocks at the same weights as the underlying index. Clarius’ approach, however, utilizes optimization software to identify an optimal basket of stocks that matches the primary risk factors of the index and minimizes tracking risk. Compared to an ETF or mutual fund, the Direct Indexing strategy allows for a greater breadth of tax loss harvesting opportunities and portfolio customization. Clarius’ Direct Indexing investment strategy offers two index selections: U.S. Large Capitalization Stocks Similar risk/return characteristics as the S&P 500 Index International Developed Markets Large Capitalization Stocks Similar risk/return characteristics as the MSCI World ex-USA Index (via ADRs and foreign companies that trade directly on U.S. exchanges) The Direct Indexing investment strategies require an adequate account size to replicate an index effectively. Please refer to Items 7 and 8 for further details, including risks involved when investing in this strategy. Clarius also provides investment recommendations for two separate pooled investment vehicles, Clarius Global Equity Fund, LLC (“CGEF”) and Clarius Smartsheet SPV, LLC (“CSPV”), collectively referred to as “the Funds”. The assets invested with the Funds are managed on a discretionary basis. The Funds will be capitalized through the offering of Member Interests as set forth in a confidential Subscription Agreement. Each of the Funds are what is commonly referred to as a 3(c)(7) fund, a term which refers to a section of the Investment Company Act of 1940. CGEF is currently open to investors who meet the “qualified purchaser" standard of the Investment Advisers Act of 1940, as amended. CSPV was open to investors who meet the “qualified purchaser” standard of the Investment Advisers Act of 1940, as amended, and is now closed to new investors. The investment objective of CGEF is to generate long-term capital appreciation through its investments in global public equities. CGEF maintains a flexible and opportunistic mandate, and as such, there is no limitation on portfolio companies’ market capitalizations, industries or sectors, or countries of organization or domicile. Clarius will offer advice as to whether an investment in CGEF is suitable for a particular client’s portfolio. The investment objective of CSPV is to indirectly participate through an unaffiliated investment holding vehicle in the acquisition of Smartsheet, Inc. in a private equity transaction. All trades are made in the best interest of the client as part of Clarius’ fiduciary duty. However, risk is inherent to any investment strategy and model. Therefore, Clarius does not guarantee any results or returns. Clarius does not participate in wrap fee programs. As of 12/31/2024, Clarius managed assets totaling $2,969,500,180 a discretionary basis and $1,710,510,317 on a non- discretionary basis. ITEM 5: FEES AND COMPENSATION Clarius enters into a written advisory services agreement (“Agreement”) with each of its clients. The Agreement contains the Advisory Fee arrangement which typically includes a Wealth Management Fee and a Family Office Retainer Fee. Wealth Management Fees are based on a percentage of assets under management and Family Office Retainer Fees are based on the scope and complexity of other investment advisory, family office, and personal accounting services. Either party may cancel the Agreement without penalty upon thirty days’ written notice. Page | 6  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 Wealth Management Fees for liquid securities are calculated from the average daily balance of the portfolio during the prior quarter, based on values provided by the account custodian which include cash, cash equivalents and accrued interest unless otherwise stated in the Advisory Fee arrangement. Wealth Management Fees that apply to illiquid holdings, such as private limited partnerships, are also calculated based on the average daily balance during the prior quarter. The valuation of these investments is based on the most recent value provided by the partnership, which includes the value of contributions to the partnership less distributions made as of the valuation date. The valuations from private partnerships are typically delayed by at least one quarter. Additional information on Clarius’ valuation practices is provided in the Agreement. At the inception of an advisory relationship, Clarius will charge a Wealth Management Fee calculated from the initial portfolio value and prorated through the remainder of the then-current quarter. Family Office Retainer Fees will be similarly prorated. Clarius’ annual Wealth Management Fee schedule is as follows: • • • • • • 0.90% on the first $5,000,000 0.60% on the next $10,000,000 0.50% on the next $10,000,000 0.40% on the next $25,000,000 0.30% on the next $50,000,000 0.20% on balances exceeding $100,000,000 Fees identified in this schedule are based on the total value of accounts in the client’s portfolio as managed and/or reported on by Clarius. When determining a given client’s asset base for fee billing purposes, Clarius will consider all accounts managed by the Firm that belong to certain familial relations of the client, which is typically referred to as “householding”. Specifically, Clarius has discretion to aggregate the value of a client’s account(s) with the total values of all managed accounts within the client’s lineal family; this may include accounts belonging to the client’s spouse or partner, custodial accounts for minor children, the client’s extended family members such as parents and adult children, any trust assets where the trustees, trustors and current beneficiaries are family members, and any wholly owned entities such as limited partnerships (collectively, a “household”). Family Office Retainer Fees range from $10,000 per year to more than $200,000 per year, depending on the scope and complexity of the services provided by Clarius. Clarius can propose and clients can negotiate a flat, rather than graduated, rate on the value of the portfolio or a flat annual fee for a comprehensive engagement. Clarius has clients with fees that are different (both higher and lower) than those shown above and reserves the right to negotiate fees for accounts depending on the size and type of account, the investments in the account, and the services required. Clarius also reserves the right to waive fees for Clarius family members and friends. Fees calculated using the total assets under management are affected when margin is used. For accounts managed by a third-party manager utilizing margin as part of the strategy, Clarius will net the margin debt against the account value to determine the asset base used to calculate Clarius fees. Otherwise, Clarius’ fees will be based on the full value of the assets under management without regard to the amount of margin debt on the account. Clients need to be aware that buying investments using margin increases the amount of fees paid to Clarius. Clarius charges advisory fees quarterly in advance. Clients generally authorize Clarius to deduct fees directly from their account as they become due. Clarius has discretionary authority to sell (at the then-current price) a sufficient amount of Page | 7  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 securities in order to pay these fees. Should the advisory contract be cancelled during the billing period, Clarius will refund any pre-paid unearned fees on a prorated basis. The custodian of the client’s investment assets will reflect the deduction of the investment fee on an account statement but does not calculate or verify the accuracy of the fees. Private Fund Management Clarius does not charge a fee for the investment services provided to its affiliated private funds, Clarius Global Equity Fund, LLC and Clarius Smartsheet SPV, LLC, collectively “the Funds”, and any expenses directly related to the Funds are allocated pro rata to each investor of the Funds. Clarius will include the value of the Funds invested by Clarius clients when determining a client’s billable assets under management. All investors in Clarius Global Equity Fund, LLC (“CGEF”) and Clarius Smartsheet SPV, LLC (“CSPV”), collectively “the Funds”, receive a confidential Subscription Agreement before being given the opportunity to invest. The Subscription Agreement discusses in detail the fees, investment objectives, investment strategy and risk factors relating to the Funds. Further information on the fees associated with the Funds is contained in Item 6 below. Other Fees and Expenses Clients that have assets managed by a Third-Party Advisor (“TPA”) will incur management fees that are in addition to fees charged by Clarius. TPA management fees and billing arrangements are outlined in the agreement entered into between the client and the TPA. They are also referenced in the TPA’s Form ADV Part 2A disclosure brochure, which is provided to clients upon engagement of the TPA, by the TPA. Clients incur other fees and expenses associated with their investment portfolios. These can include but are not limited to: custodial fees and transaction costs, margin interest, mutual fund and ETF fees and expenses, TPA management fees (as noted above), private fund fees, and retirement plan fees. From time to time, Clarius invests clients’ capital in open-end mutual funds and exchange-traded funds (ETFs). Each mutual fund charges fees to their shareholders, which are described in the mutual fund’s respective prospectus. Such fees usually include management, administrative and operations fees, and for open-end mutual funds, certain distribution fees (e.g., 12b‐1 fees). These fees are generally referred to as a fund’s “expense ratio” and are deducted at the mutual fund level when calculating the fund’s net asset value (“NAV”). The deduction of fees has a direct bearing on the fund’s performance. Certain open-end mutual funds also charge an up‐front or back‐end sales charge and/or redemption fees. In addition, some open‐end mutual funds offer different share classes of the same fund. A given share class of a fund can have an expense ratio and sales/redemption fees that are higher than another share class. The most economical share class will depend on certain factors, including but not limited to, the amount of time the shares are held by a client and the amount a client will be investing. Mutual fund expense ratios and sales/redemption fees vary by mutual fund, so it is important to read the mutual fund prospectus to fully understand all the fees charged. Clarius strives to purchase, when available, the lowest cost mutual fund share class for clients. However, there can be times when Clarius does not have access to lower cost share classes and will therefore select the next most economical share class. Clients incur fees charged by the qualified custodian related to account activity such as trading, margin, and money transfers. As described in Item 12, Clarius recommends Charles Schwab & Co, Inc. (“Schwab”) as the qualified custodian for client accounts. Schwab may offer reduced or waived fees for Clarius clients that may not be available when a client chooses to direct their brokerage activity to another custodian. Clients invested in private funds are subject to certain fees, such as management, performance or incentive fees and other fees and expenses, which are outlined in the private fund’s offering documents. It is important for clients to review the offering documents to fully understand all the fees associated with the private fund. Page | 8  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 All the above fees are in addition to the fees charged by Clarius. It is important for clients to know all the fees associated with their accounts; therefore, clients should review the fees charged by: (i) certain investments, such as private funds and mutual funds, and (ii) third parties, such as custodians, brokers, and advisors, along with the fees charged by Clarius to fully understand the total amount of fees affecting the account. Neither Clarius nor its supervised persons receive compensation for the purchase/sale/holding of securities or other investment products. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Performance-Based Fees Clarius does not charge performance-based fees for the management of accounts. However, Clarius, from time to time, will recommend certain private funds that charge performance-based fees. The performance-based fee arrangement involves the payment of fees based upon the capital gains or capital appreciation of the private fund. The method of calculating the fee is described in each private fund’s offering documents and is in addition to the fees charged by Clarius. Clarius does not directly or indirectly receive any fees charged by private funds. ITEM 7: TYPES OF CLIENTS Clients of Clarius include individuals, families, and their related entities (e.g., trusts, charitable organizations). Clarius does not directly advise pension or profit-sharing plans, though investment advice is provided to individual clients with respect to the self-directed portion of their retirement plans. To service clients, Clarius has two general service models – core and enhanced: • Clients electing core services are generally families with $5 to $20 million in net worth whose services typically include investment advisory services and wealth planning services (e.g., financial modeling, liquidity management, tax estimate reporting, charitable planning, education planning and introductions to financial specialists as needed). Clarius generally requires a $10 million minimum investment portfolio balance but retains discretion to waive this requirement. • Clients electing enhanced services are generally families with $20 million or more in net worth who have similar general service needs as core service clients but also may require additional time and/or services based on the increased complexity of their financial issues. Enhanced services can include outsourced Chief Investment Officer (“OCIO”), personal accounting, and family office (e.g., cash flow analysis, tax reporting and coordination, philanthropic planning and coordination, insurance planning and coordination, estate planning and gifting coordination, asset purchase and sale coordination, and entity and trust management) services. Personal accounting services is considered an enhanced service that is made available to both core and enhanced service clients. Electing personal accounting services authorizes Clarius the ability to execute transactions through the client’s banking account(s). Clarius’ Direct Indexing investment strategy generally requires a minimum investment of $5 million, but Clarius retains the discretion to accept smaller amounts. Page | 9  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF LOSS Methods of Analysis & Investment Strategies Clarius’ investment approach is specifically tailored to each client. Clarius will focus particularly on the tradeoff of return as compensation for accepting investment risk and the effects of investment costs, inflation, and taxes on investment returns. The highest investment priority is developing the mix of assets (commonly referred to as the “asset allocation”) appropriate to each client’s goals, objectives, constraints, risk tolerance and unique circumstances as set forth in the client’s Investment Policy Statement (IPS). Clarius employs both passive and active investment strategies. Passive strategies attempt to achieve benchmark-like returns. Active strategies seek to outperform a relevant benchmark through the application of manager skill or knowledge. Clarius is keenly aware that clients’ goals can only be met through after-tax and net-of-fee performance. With that in mind, fee- and tax-efficiency is paramount, and the hurdle active managers must meet to overcome their additional fees is high. There is no guarantee that portfolios structured in this manner will perform as anticipated. Investing in securities always entails potential risk of investment loss. Key portfolio-level risks to consider include (but are not limited to) the following: • • • Future investment returns in any investment and in any asset class, are uncertain. Clarius cannot guarantee any particular level of product, investment, portfolio or account performance, or that a product, investment, portfolio or account will be profitable over time. Future correlations between asset classes are uncertain and may prove particularly so during periods of extreme market “stress”. Plans based on long-term estimates should not be used for consideration of short-term strategies, goals, or objectives. Clarius has no affiliation with any of the recommended investments or Third-Party Advisors (TPAs), other than what is outlined in Items 10 and 11 below. Clarius does not receive any commissions, rebates, or other compensation from and/or due to these investments and TPAs. Clarius believes this degree of independence strongly aligns the interests of Clarius with the best interests of Clarius’ clients. If a client chooses to terminate the Agreement, Clarius does not liquidate the investments in the client’s managed account unless instructed to do so. Some TPAs require termination of their management arrangement with the client in the absence of a relationship with Clarius. The methods of analysis and sources of information used by Clarius vary substantially by security or product type, asset class, investment risk, liquidity, and other factors. Clarius’ research, sourcing, and due diligence efforts are supported by various items, such as the following: reviewing applicable regulatory filings and documents, conducting manager site visits, phone calls, correspondence, or other means of direct and indirect communication with managers, seeking third-party opinions, performing reference checks, and conducting background checks. Other sources of information relied upon by Clarius when researching and analyzing securities include traditional research materials such as financial newspapers and magazines, informational databases (e.g., Morningstar Direct), annual reports, prospectuses, filings with the SEC, research materials prepared by others, and company press releases. Clarius provides advice to clients concerning a wide variety of securities, including but not limited to the following: • Cash and cash equivalent investments (e.g., bank deposits, certificates of deposits, money market funds and similar instruments) Fixed income investments (e.g., corporate, municipal, U.S. government and foreign issuer debt) Public equity investments (e.g., exchange-listed, over the counter and foreign issuer) • • • Hedge fund investments Page | 10  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 • Real asset investments (e.g., commercial real estate, natural resources) • Private equity and debt investments Clarius utilizes a variety of securities and security types, the precise choice of which are influenced by liquidity needs, the size of the investment and manager minimums, implementation and ongoing management costs, tax attributes or consequences, administrative and recordkeeping requirements, and other factors. Clarius will commonly utilize money market funds, separately managed accounts, mutual funds, exchange-traded funds, commingled trusts, and private placement limited partnerships and limited liability companies (in a variety of domiciles). Where appropriate, Clarius will also recommend the use of warrants, structured products, or other derivatives for accomplishing objectives and managing risk. Clarius also recommends unaffiliated TPAs from time to time, which are monitored to ensure the TPA adheres to the philosophy and investment style for which they were selected. TPAs are chosen based on Clarius’ assessment of their expertise in particular investment strategies. Clarius seeks to select TPAs that are believed to have the ability to achieve attractive risk-adjusted, net-of-fee investment returns. In selecting TPAs, several factors are considered, including but not limited to the following: Tax efficiency Transparency Compelling and appropriate historical returns (net of fees and taxes) • Well-articulated and understandable investment strategies • Reasonable expenses • • • Manageable downside risk • • A strong, cohesive team that is aligned with investor interests Clarius generally compares the historical investment results of comparable managers, evaluates written information supplied by the TPAs and others, and conducts interviews with individuals who would actually manage money for clients. Clarius’ recommendation or selection of private investments is generally limited to private funds, and in all cases, the client will receive offering materials and complete subscription forms to execute the investment. Clarius is able to give advice on other private offerings if requested by clients. Clients should carefully review the offering documents provided in order to fully understand the risks involved in a particular private fund. Private funds are considered illiquid investments, as they usually impose a lock-up period or restriction on redemptions. Clarius can also advise on hedging strategies involving currency and/or concentrated equity positions, consistent with the client’s goals, objectives, and suitability. Third-party advisor experts may be engaged by the client and/or Clarius to provide supplemental information, perspective, analysis, pricing, or other support for these transactions. The objective of the Direct Indexing investment strategy is to provide diversified exposure to core equity markets for long- term growth. Two primary portfolio management considerations are: 1) tracking risk introduced by differences in key risk factors, such as market capitalization, style, and industry, compared to the target index; and 2) rebalancing costs – primarily taxes but secondarily transaction costs. The Direct Indexing investment strategy consists of two primary large capitalization, public equity strategies U.S. and non-U.S. (via American depository receipts when available). The key constraints of the strategy include: • A long-term (10+ years) investment time horizon. • Only liquid securities will be eligible for purchase; however, these accounts should not be assumed to support • short-term liquidity needs. Taxable accounts will be managed in a tax-efficient manner to limit gains to a pre-established level and opportunistically harvest losses. Page | 11  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 • Accounts that become “calcified” (i.e., characterized by widespread, meaningful capital gains within the portfolio) • • • over time will be managed on a bespoke basis with a potentially higher tracking risk tolerance. Exclusion of foreign ordinary shares and of stocks with less than $2 billion market capitalization. Less-liquid securities will be avoided. Client-specific restrictions may be put in place on the purchase or sales of certain securities. Risk of Loss Investment risk is multifaceted and cannot be easily quantified, even retrospectively. However, effective risk management is integral to Clarius’ investment approach. Clarius assists clients in evaluating the primary risk of not meeting their objectives alongside market risk and other types of risk. To manage these risks, Clarius recommends investing broadly across the capital markets, in major asset classes both domestically and internationally. Various asset classes are utilized that have historically performed differently in varying capital market environments. While each investment carries certain risks when considered individually, it must also be assessed within the broader portfolio context, including potential diversification benefits it may offer. As previously noted, some Clarius clients may elect to open margin accounts. Clients should be aware of the additional risks when trading securities on margin. The risks associated with margin include, but are not limited to the following: • • Clients can incur losses exceeding their initial deposit in a margin account. A decline in the value of securities bought on margin can require additional funds be deposited to the brokerage firm that issued the loan to avoid the forced sale of those securities or other securities within the client’s account. The lending firm has the authority to sell securities in the client’s account. If the equity in the account falls below the maintenance margin requirements set by the law or the lending firm’s higher "house" requirements, the firm can sell the securities to cover the margin deficiency. The client will also be held responsible for any shortfall remaining in their account after such a sale. It is important that clients take time to learn about the risks involved in trading securities on margin. Clients should consult Clarius regarding any concerns they have with their margin accounts. Investing in Third-Party Advisors (TPAs) carries certain risks. Primarily, there is no assurance that a TPA will consistently deliver the expected investment performance, as past performance does not guarantee future results. Since Clarius cannot control the investments made by the TPA, it is possible for the TPA to unexpectedly deviate from the stated investment mandate. Additionally, the investments and strategies employed by TPAs involve inherent risks, which are usually summarized in their Form ADV and should be thoroughly reviewed. Furthermore, due to Clarius’ lack of direct oversight or visibility into a TPA’s daily operations, there is potential for internal controls designed to prevent business, regulatory or reputational deficiencies to be insufficient or improperly implemented. A comprehensive analysis of all risks associated with every investment strategy and product type exceeds the scope of this Brochure. The most material risk in any investment is the risk of loss, which includes complete loss of principal. Clarius’ approach is designed to achieve broad diversification across various markets and time periods; however, multiple markets can simultaneously move unfavorably against a client’s portfolio, resulting in substantial losses. Investments recommended by Clarius are exposed to varying degrees of market, business, currency, economic, political, and other risks. Examples of broad-based risks clients must consider include, but are not limited to, the following: • Artificial Intelligence Risk: The rapid advancements in generative artificial intelligence and machine learning technology (collectively, “AI”) introduce inherent risks to Clarius and its clients. AI involves creating systems capable of performing tasks that typically require human intelligence. These tasks include, but are not limited to, methods for analyzing, modeling, and understanding markets, as well as developing algorithms that can learn and adapt to perform various functions. Page | 12  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 Clarius utilizes AI to support manager research and the management of Clarius’ Direct Indexing strategy. While Clarius independently reviews all information obtained from AI research, the ability to see or evaluate the processes behind AI-generated information is limited. The ongoing evolution of AI and its applications, particularly within the private investment and financial sectors, makes it difficult to predict future risks. For example, new regulations can impact the effectiveness and adoption of AI, and the investment returns in AI-driven industries and AI-reliant enterprises. The full overall impact of AI on U.S. and global markets and industries is not yet known and could accelerate rapidly in unforeseen ways. • Business and Financial Risk: Every company faces the risk of generating insufficient cash flow to sustain operations, which may lead to underperformance or bankruptcy. Business risks can originate from various sources, including systematic (affecting the entire economy) and unsystematic (specific to the company). Excessive borrowing to finance business operations increases profitability risk, as the company must fulfill its obligations regardless of economic conditions. During financial stress, failure to meet loan obligations can result in a decrease in market value and/or bankruptcy. • Cybersecurity Risk: The increasing reliance on technology for daily business operations has heightened the exposure to operational and information security risks. Cyber incidents, whether through targeted attacks or unintentional events, represent significant threats. These incidents can affect Clarius, its clients, and third-party service providers (including but not limited to managers, custodians, banks, other financial intermediaries, law firms, and accountants alike). Such incidents could disrupt business operations, hinder trading activities, and limit Clarius' ability to conduct transactions, potentially resulting in financial losses. Clarius has instituted a comprehensive cybersecurity policy. However, it is important to recognize that this policy, despite its robustness, has inherent limitations, including the potential for previously unknown or unidentified risks. Furthermore, Clarius has no control over the cybersecurity measures implemented by third-party service providers, whose vulnerabilities could indirectly affect clients. Despite Clarius’ best efforts, clients remain at risk of experiencing adverse impacts from cybersecurity incidents beyond Clarius’ control. • Economic, Political and Social Risks: General economic conditions influence the levels and volatility of interest rates, as well as investor participation in equity securities, interest rate-sensitive securities, commodities, and other securities markets. Emerging events or threats that target governmental and regulatory bodies, financial markets or social factors affecting the economy can create unforeseen volatility or illiquidity in those markets, potentially leading to losses. • Fixed Income Risks: Investing in fixed income investments, such as bonds and certificates of deposits, includes the risk that the issuer will default and be unable to make payments. These investments also involve reinvestment risk, where proceeds received at maturity might need to be reinvested at a lower interest rate. Additionally, there is the risk that inflation could reduce the spending power of regularly paid income amounts. • Foreign Investments Risks: Foreign investments, particularly those in emerging markets, involve specific risks that are not present in U.S. investments. These investments are subject to fluctuations in the value of the U.S. dollar against the currency of the investment’s originating country, known as currency or exchange rate risk. Companies must navigate a complex set of laws and circumstances in each country where they operate. The political and legal environment can change rapidly and without warning, which can significantly impact companies operating outside of the United States or those conducting a substantial amount of their business internationally. Additional risks include the potential for foreign markets to fail, political or economic instability, and differences in regulatory, financial disclosure, accounting, and auditing standards. Page | 13  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 • Inflation Risk: Inflation decreases the purchasing power of money over time, meaning that a dollar today will not buy as much as next year. Inflation risk refers to the possibility of inflation exceeding the investment’s performance return. • Leverage Risk: Some strategies and products involve the use of leverage (borrowing), which can amplify both losses and gains. Borrowed funds will incur interest costs and additional fees, and there is no guarantee that earnings from the purchased securities will cover these expenses. If the appreciation and any income generated from assets acquired with borrowed funds do not exceed the borrowing costs, leveraging will negatively impact investment performance compared to what could have been achieved without using leverage. • Liquidity Risk: Some investments lack a readily available market or have a limited market when needing to be sold, which can restrict the client’s ability to quickly convert the investment into cash. Certain investments have a higher degree of liquidity risk due to withdrawal limitations. These limitations are disclosed at the time of, or prior to, purchase. • Manager Risk: Manager risk pertains to the influence of the manager’s decision-making on investment selection, order timing, and strategy oversight in achieving the desired investment objectives and meeting performance expectations. The potential for losses arises from poor judgement, intentional or inadvertent deviation from a predefined investment strategy, or manager fraud. • Market Risk: Market risk acknowledges that certain general market conditions can render any investment strategy unprofitable. Neither Clarius nor the recommended managers and TPAs have the capability to control or predict such market conditions, including significant factors such as the level of economic activity and interest rates. • Market Disruption Risk: Geopolitical events and other occurrences such as global pandemics, wars, terrorism, trade disputes, extreme weather and climate-related incidents, and public health crises can result in significant market volatility, thereby disrupting both U.S. and global economies and markets. Government intervention during periods of market disruption can suddenly and substantially affect market participants’ ability to execute certain strategies or manage portfolio risks. Such interventions can be vague in scope and application, causing confusion and uncertainty that can negatively impact investment strategies. Below is a summary of risks associated with investments generally utilized and/or recommended for investment by Clarius: • American Depository Receipts (ADR): ADRs are certificates of ownership issued by a U.S. bank that represent indirect ownership of a specified number of shares of a foreign company. The shares are held on deposit in a bank in the company’s home country. ADRs involve political risk associated with the stability of the local government of the underlying company, currency/exchange rate risk which can lead to a depreciation in the price of the underlying shares and consequently reduce the value of the ADR, and inflation risk related to exchange rate fluctuations. • Exchange-Traded Funds (ETF) and Mutual Funds: ETFs and mutual funds are professionally managed pooled investment vehicles that invest in individual equities, bonds, money market instruments, other securities, or any combination thereof. The fund manager trades the underlying investments in accordance with the fund’s stated investment objectives. ETFs differ from mutual funds in that, similar to stocks, they can be bought and sold throughout the trading day and prices fluctuate accordingly. Mutual funds are priced daily and therefore the execution price is not known until after the end of the trading day. Open-end mutual funds allow for an indefinite number of new investors, whereas closed-end mutual funds have a fixed number of shares, limiting their availability to new investors. Page | 14  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 Ownership of an ETF or mutual fund generally mirrors the risks associated with the underlying securities. While ETFs and mutual funds can offer diversification, risks can be increased if the fund’s objective has a concentration in a specific sector of the market, geographic area, small cap or speculative companies, specific security types (e.g., equities), or utilizes leverage. ETFs with an objective to replicate an underlying index carry tracking error risk as the manager may not be able to match the performance of the underlying index due to temporary unavailability of certain securities in the secondary market or discrepancies with respect to the weighting and/or number of securities held. • Individual Equities: Individual equities involve various types of risk associated with the issuing company. Ownership of an individual equity represents ownership in the issuer, exposing the client to business and financial risks. The performance of individual equities can fluctuate based on the company’s operations and broader market movements. Additionally, economic factors, market sentiment, political environments, and other factors can also affect the value of individual equities. • Private Funds: Private fund investments (e.g., private equity, hedge funds), under certain circumstances, can be exempt from registration under federal securities laws, and typically have limited or no transparency regarding their underlying investments. Generally, these investments are available only to “accredited” or “qualified” investors who are considered sophisticated purchasers with minimal or no need for liquidity and a capacity to tolerate potential losses, including the loss of some or all of their investment. Given the limitations on withdrawal rights and non-tradability of interests, these investments carry higher liquidity risk and should be regarded as long- term investments. Clients considering these products and strategies must have sufficient resources to meet all obligations and tolerate illiquidity. Partnership and fee expenses often represent a higher percentage of net assets than traditional investment strategies and can include management, performance and incentive fees. Private funds with longer- term securities are more sensitive to interest rate changes and tend to exhibit greater volatility than other investments. Additionally, each of the underlying investments carry specific risks that should be considered. This is not an exhaustive list of potential or actual risks associated with a private fund; further important information is made available in the private fund’s offering materials. Clients generally must execute separate subscription documents to invest in private funds. Other Considerations Regarding Analysis, Strategies and Risk of Loss Clarius exercises best judgment and good faith efforts in making suitable investment recommendations to clients. Clients are responsible for providing complete and accurate information and notifying Clarius of any changes in their financial circumstances, goals, or risk tolerance. Clarius will conduct limited due diligence on securities included in client portfolios that Clarius has not recommended. These non-recommended securities present an investment risk to the client. Examples of non-recommended investments include concentrated stock holdings the client chooses to retain, client-directed investments, investments recommended by a previous advisor, and other illiquid investments not sourced by Clarius (e.g., partnerships, LLCs) that have not fully liquidated. Clarius generally focuses on long-term investments and does not engage in high-frequency trading. However, TPAs recommended by Clarius can employ such strategies, directly or through sub-managers. This frequent trading can result in increased brokerage fees and other transaction costs for that portion of the account. Clarius generally relies on the valuations provided by custodians and managers to calculate the performance of client accounts. However, there is no assurance that the valuations will be accurate or that such information will be received in a Page | 15  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 timely manner. In instances where a valuation is not provided by the custodian or manager, Clarius’ Chief Investment Officer will determine the fair value as of the expected valuation date, taking into account available facts and information. ITEM 9: DISCIPLINARY INFORMATION Neither Clarius nor any of its management personnel has any disciplinary or legal events to disclose. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Clarius will recommend private funds where the general partners, managing partners and/or employees of the private fund are current clients of Clarius. Clarius’ practice of recommending private funds is described in Item 12 below. In no instance will Clarius or its employees receive any compensation, directly or indirectly, from the private fund as a result of recommending or place investments into private funds. Clarius is affiliated with TCGIS, LLC (“TCGIS”) through common control. TCGIS acts as the Manager of Clarius Global Equity Fund, LLC (“CGEF”) and Clarius Smartsheet SPV, LLC (“CSPV”), collectively referred to as “the Funds”. Clarius will recommend clients invest in CGEF when it is deemed appropriate and suitable for each individual client. When recommending CGEF and other unaffiliated advisors, Clarius does not receive any direct or indirect compensation from them, as noted in Items 5 and 6. CSPV is closed to new investors. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING Code of Ethics Clarius has established, maintains, and enforces a Code of Ethics (the “Code”), that requires each employee to: • Offer and provide professional services with integrity, objectivity, competence, fairness, confidentiality, professionalism, and diligence. Comply with all applicable laws, rules and regulations, including but not limited to, Federal Securities Laws. • • Regularly report personal securities holdings and transactions for review. • • • Protect confidential or material, nonpublic information about clients from improper disclosure. Promptly report violations of the Code of Ethics to Clarius’ Chief Compliance Officer. Provide a written acknowledgement that they (1) have read the Code, (2) understand the policies and procedures outlined therein and (3) agree to be bound by its terms. Employees must certify their understanding of, and compliance with, the Code upon hire, annually, and whenever it is amended. Employees are required to obtain prior written approval from the Chief Compliance Officer before acquiring any securities in an initial public offering or private placement and before serving on the boards of directors for public or private companies. These actions will only be approved if it is determined that the acquisition or board service aligns with the interests of Clarius’ clients and complies with applicable securities laws or regulations. Employees serving as directors must recuse themselves from investment decisions that would conflict with the interests of Clarius’ clients. Furthermore, Clarius does not provide advisory services concerning any security of an entity where a Clarius employee is considered an insider. Clarius maintains a written Code of Ethics and policies, which are available to clients and prospective clients upon request. Page | 16  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 Client Transactions in Securities where Advisor has a Material Financial Interest Clarius does not recommend products or strategies where an owner or employee (“related person”) has a material financial interest. Investing in Securities Recommended to Clients To achieve the desired level of diversification, client portfolios can include ETFs, mutual funds and accounts managed by TPAs. Clarius’ owners and employees (“related persons”) often invest in a manner consistent with client portfolios. Related persons are required to obtain pre-approval for certain investments and disclose their securities trading and holdings for both personal and related accounts to the Chief Compliance Officer, who reviews the holdings and transactions to determine there are no undisclosed potential conflicts of interests with our clients. ITEM 12: BROKERAGE PRACTICES Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions Clarius is not affiliated with any broker-dealer. However, Clarius has the discretion to determine the types and amounts of securities to be traded in client accounts and will recommend broker-dealers through which securities are traded. When considering broker-dealers to execute client transactions, Clarius’ policy is to negotiate commission rates and achieve the best overall execution at the most favorable net prices, while considering the business qualifications of the broker-dealers. Factors considered when selecting a broker-dealer are price, efficiency in executing transactions, reliability, financial stability, custody, quotation, and quality of services. Clarius does not maintain custody of client assets that they manage, although Clarius is deemed to have custody of client assets if Clarius is given the authority to withdraw assets from client accounts as described in Item 15. Client assets must be maintained in an account at a “qualified custodian”, generally a broker-dealer or bank. Clarius typically recommends Charles Schwab & Co., Inc. (“Schwab”) or National Financial Services LLC (“Fidelity”), both registered broker-dealers and members SIPC, as the qualified custodian. Clarius is independently owned and operated and is not affiliated with Schwab or Fidelity. While Clarius will recommend Schwab or Fidelity to custody client assets, clients decide whether to do so and open their account directly with Schwab or Fidelity through an account agreement with the chosen broker-dealer. Clarius does not open accounts for clients but may assist them in the process. Schwab and Fidelity provide Clarius and their clients with access to institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to retail customers. Schwab and Fidelity also make available various support services. Some of those services help Clarius manage or administer clients’ accounts while others help manage and grow Clarius’ business. Schwab and Fidelity’s support services described below are generally available on an unsolicited basis (i.e., they are not requested) and at no charge to Clarius. Services that Benefit Clients Directly Schwab and Fidelity’s institutional brokerage services provide access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab and Fidelity include some that Clarius and clients might not otherwise have access or that would require a significantly higher minimum initial investment by clients. The services described in this paragraph generally benefit each client. Services that May Not Directly Benefit Clients Schwab and Fidelity provide additional products and services that benefit Clarius, although these may not directly benefit individual clients. These products and services assist in managing and administering client accounts, including providing investment research for both their own products and that of third parties. Clarius uses this Page | 17  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 research to service all or a substantial number of clients. In addition to investment research, Schwab and Fidelity also make available software and technology that offers the following: Execution of trade orders and allocation of orders aggregated for multiple client accounts Facilitate payment of Clarius advisory fees from client accounts • Access to client account data (such as trade confirmations and account statements) • • Access to pricing and other market data • • Assistance with back-office functions, recordkeeping, and client reporting Services that Generally Benefit Only Clarius Schwab and Fidelity also provide other services intended to help Clarius support and further develop Clarius’ business operations. These services include, but are not limited to: Educational conferences and events Technology, compliance, legal, and business consulting Publications and conferences on practice management and business succession, • • • • Access to employee benefits providers, human capital consultants, and insurance providers Some of these services will be provided by Schwab or Fidelity or they will arrange for third-party vendors to provide other services. Schwab and Fidelity also offer discounts or will waive fees for certain services or pay all or a part of a third party’s fees. On occasion, Schwab and Fidelity will offer Clarius other benefits, such as occasional business entertainment for Clarius personnel. Clarius does not generally use the consulting services offered by Schwab and Fidelity. However, on occasion, Clarius participates in the offered educational conferences and events and uses practice management publications offered by Schwab and Fidelity. Clarius reviews the availability of the offered benefit providers and other services needed to operate. Clarius benefits from the Schwab and Fidelity services described above without being required to produce or purchase them. The services are not contingent upon Clarius committing any specific amount of business in trading commissions or assets held in custody. Although these benefits incentivizes Clarius to recommend Schwab or Fidelity, Clarius believes that overall, using these brokerage firms is in the clients’ best interest. This is a conflict of interest. Clarius believes, however, that when taken in the aggregate the recommendation of Schwab and Fidelity as a custodian and broker is in the best interest of clients. Clarius’ selection is primarily supported by the scope, quality and price of services, and not Schwab and Fidelity’s services that only benefit Clarius. Directed Brokerage Clarius will recommend a specific custodian and then execute client investment transactions through that custodian on a discretionary basis, effectively requiring clients “direct” their brokerage activity to Schwab or Fidelity, unless specified otherwise. Since Clarius does not select brokers on a trade-by-trade basis, Clarius may not achieve the most favorable executions for clients, which can result in higher costs to clients. Clients can direct Clarius to use brokers other than Schwab and Fidelity. In these situations, Clarius will have limited ability to negotiate commissions, and clients will not benefit from trade aggregation that would be otherwise be implemented, potentially leading to higher client costs. Clarius does not choose or recommend broker-dealers based on the receipt of client referrals from such broker-dealers. Order Aggregation While each client receives individual advice and transactions are executed based on that advice, Clarius will aggregate orders of multiple clients to reduce execution costs. Clarius does not always aggregate orders, which can result in higher execution costs compared to the costs of consistently aggregated orders. Page | 18  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 When orders are aggregated, Clarius allocates the securities among client accounts without systematically favoring any specific account. Clarius determines which accounts will participate in an aggregated order on a case-by-case basis, taking into account the clients’ best interests. When aggregating orders, Clarius considers such factors as account size, suitability, taxes, investment objective and cash availability. Accounts included in the aggregated order will proportionately share the benefits of the aggregation. If aggregated orders are not fully executed on the day they are placed, Clarius will finalize the allocation once the order is completely filled using the average execution price from each trading day. Each participating client will receive the average share price on the transaction day, and costs will be allocated proportionately. Private Fund Allocation In most cases, private funds are available only to a limited number of sophisticated investors who meet the definitions of an “accredited investor” under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and “qualified client” under the Investment Advisers Act of 1940, or “qualified purchaser” under the Investment Company Act of 1940. Private funds are considered “limited offerings” because they only accept a limited amount of funds and investors. When determining which clients to recommend an investment in a specific private fund to, Clarius considers various factors such as a client’s investment sophistication, risk tolerances, qualifications, investment objectives, and available investable assets. Although Clarius’ policy is to allocate in a fair and balanced manner, the allocation of private fund investment opportunities is subjective, and not all qualifying clients will be provided an opportunity for every private fund recommended by Clarius. There are instances when one or more Clarius employees invest in private funds that Clarius recommends to clients. When this occurs, a potential conflict of interest exists. To address this, employees are required to receive written approval from the Chief Compliance Officer prior to investing. Clients who receive a recommendation to invest in a private fund should thoroughly read the offering or private placement memorandum before investing to fully understand the risks and potential conflicts. See Item 11 for further information. Assets Managed by Third-Party Advisors For the assets managed by the unaffiliated Third-Party Advisors (TPAs), trading activity is performed by the TPA. The trading practices for each TPA are outlined in their respective Form ADV Part 2A, which is provided to applicable clients and should be read carefully. ITEM 13: REVIEW OF ACCOUNTS Clarius’ client management teams are responsible for the management of each client relationship and generally consist of an Advisor, Associate Advisor (“AA”), a Client Manager (“CM”), and an Investment Associate (“IA”). Each Advisor supervises and works closely with other members of the team to manage each client relationship. Advisors and their teams generally meet on a quarterly basis, but at a minimum annually, to review each client relationship. Many factors will trigger a portfolio review, including changes in the client's circumstances or objectives, a need to rebalance the portfolio to the desired asset allocation, or changes in the investment or tax environment that would impact the portfolio’s performance. The Advisor is primarily responsible for financial planning and works closely with the client management team to review input and recommendations. Clarius makes quarterly investment reports available to clients that reflect current holdings and investment performance net of fees. These reports are a supplement to, not a replacement for, the statements provided by the custodian of each account. Clients are urged to carefully compare Clarius and custodian reports and to promptly notify Clarius of any discrepancies. Page | 19  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION Clarius receives an economic benefit from Schwab and Fidelity in the form of support services. These services are available to Clarius and other independent investment advisors whose clients maintain accounts at Schwab and Fidelity. Clients do incur additional costs for assets maintained at Schwab and Fidelity due to these arrangements. However, Clarius benefits from the arrangement, as the cost of these services would otherwise be borne directly by Clarius. Clients should consider these conflicts of interest when selecting a custodian. The products and services provided by Schwab and Fidelity, how they benefit Clarius, and the related conflicts of interest are described above in Item 12. Clarius does not directly or indirectly compensate any individual or entity for client referrals. ITEM 15: CUSTODY Pursuant to Rule 206(4)-2 of the Advisers Act, Clarius is deemed to have “constructive custody” of client funds when Clarius has the authority and ability to directly debit its fees directly from certain client accounts. Furthermore, certain clients have previously signed, and can in the future sign, a standing letter of authorization (SLOA) that gives Clarius the authority to transfer funds to a third party as directed by the client in the SLOA. This arrangement also constitutes custody on the part of Clarius. Custody is defined as any legal or actual authority or ability by Clarius to withdraw client funds or securities. Firms deemed to have custody must take the following steps: Ensure the clients’ assets are maintained by a qualified custodian. • • Have a reasonable belief, after due inquiry, that the qualified custodian will deliver an account statement directly • to the client at least quarterly. Confirm that account statements from the custodian contain all transactions that took place in the client’s account during the period covered and reflect the deduction of advisory fees. • Obtain a surprise audit by an independent accountant on the clients’ accounts for which Clarius is deemed to have custody. However, the rules governing the direct debit of client fees and SLOAs exempt Clarius from the surprise audit rules if certain conditions (in addition to steps 1 through 3 above) are met. Those conditions are as follows: • When debiting fees from client accounts, Clarius must receive written authorization from each client permitting • advisory fees to be deducted from the client’s account. In the case of SLOAs, Clarius must: (i) confirm that the name and address of the third party is included in the SLOA, (ii) document that the third party receiving the transfer is not related to Clarius, and (ii) ensure that certain requirements are being met by the qualified custodian. In addition, Clarius is deemed to have custody due to additional services, such as having bill payment authority, acting as a trustee or control person to certain client accounts. For these accounts, Clarius undergoes annual surprise examinations conducted by an independent accounting firm. Further, TGCIS, LLC acts as the Manager of Clarius Global Equity Fund, LLC (“CGEF”) and Clarius Smartsheet SPV, LLC (“CSPV”), collectively “the Funds”. TGCIS, LLC and Clarius are under common control, and therefore Clarius is deemed by the SEC to have custody of those assets. Clarius undergoes an annual examination for the Funds conducted by an independent auditor. The auditor’s procedures for the examination may include confirmation of the Funds’ assets as well as confirmation of contributions and withdrawals. Page | 20  THE CLARIUS GROUP, LLC FORM ADV PART 2A | 03/20/2025 ITEM 16: INVESTMENT DISCRETION Clients enter into a written advisory services agreement that outlines the scope of Clarius’ discretionary authority. Unless otherwise directed by the client, with exception to private placements that must be authorized in writing by the client, Clarius has the authority to invest client investment assets, including the investment and reinvestment of interest, dividends and capital gains. Clarius is granted limited power of attorney authority as set forth in the custodial account agreement. Under this limited power of attorney, Clarius has the authority to direct the transfer of funds for investment purposes or to the client personally. This includes the ability to send checks, wire funds, and otherwise transfer funds held in the client’s accounts to other accounts with identical registration, to the client at their address of record, or as directed by the client in writing. Additionally, Clarius holds the authority to open new accounts for clients under the same registration as an existing account. Clients are required to provide written authorization for the opening of the initial account. ITEM 17: VOTING CLIENT SECURITIES Clarius’ policy is to vote solicited proxies for securities held in clients’ accounts, unless the client has retained this right. Clarius will vote proxies solely in the best interests of clients, maintain records of how and why proxies were voted, and provide information to the clients who wish to know how Clarius voted. Clarius’ Proxy Voting Policy and Procedures are available upon request. Clarius engages the services of Institutional Shareholder Services Governance (“ISS”) as the corporate governance proxy voting provider. Generally, Clarius follows the recommendations provided by ISS for voting proxies. The Proxy Voting Guidelines utilized by ISS are available upon request and apply to both domestic and global proxy voting. While Clarius does not anticipate conflicts of interest with respect to proxies, should a material conflict of interest arise, Clarius will notify the affected clients or refrain from voting the shares affected by the conflict. Clients who vote their own proxies will receive proxy information through the account custodian. Clarius routinely consults with clients who wish to discuss specific solicitations. Clients are welcome to call or email for additional information. Further, Clarius has engaged Institutional Shareholder Services Securities Class Action Services (“SCAS”) to monitor, review, and process securities class action lawsuits on behalf of clients. Settlement payments received from claims filed on behalf of clients will be distributed to the qualified custodian, less 16% retained by SCAS as compensation for their services. A record of how the class action lawsuit was settled is available to clients, as applicable, upon request. ITEM 18: FINANCIAL INFORMATION Clarius is unaware of any financial condition that is reasonably likely to impair their ability to meet the contractual commitment to Clarius clients. Page | 21