Overview
Assets Under Management: $168 million
High-Net-Worth Clients: 25
Average Client Assets: $7 million
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Investment Advisor Selection, Educational Seminars
Clients
Number of High-Net-Worth Clients: 25
Percentage of Firm Assets Belonging to High-Net-Worth Clients: 96.82
Average High-Net-Worth Client Assets: $7 million
Total Client Accounts: 63
Discretionary Accounts: 63
Regulatory Filings
CRD Number: 130655
Last Filing Date: 2024-07-29 00:00:00
Website: https://macroclimate.com
Form ADV Documents
Primary Brochure: MACROCLIMATE 2025 ANNUAL REVISED BROCHURE (2025-03-19)
View Document Text
Firm Brochure – Form ADV Part 2A
Box 7775 #20915 San Francisco, CA 94120 Telephone: 415-723-9695
Email: info@macroclimate.com Web Address: macroclimate.com
March 2025
ITEM 1 COVER PAGE
This brochure provides information about the qualifications and business practices of Macroclimate LLC
(“Macroclimate,” “firm,” “we,” “us,” and “our”). If you have any questions about the contents of this brochure, please
contact us at 415-723-9695 or info@macroclimate.com. The information in this brochure has not been approved
or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority.
Additional information about Macroclimate also is available on the SEC’s website at www.adviserinfo.sec.gov. You
can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 130655.
Please note that the use of the term “registered investment adviser” and description of our firm and/or our
associates as “registered” does not imply a certain level of skill or training. Clients are encouraged to review this
brochure and the brochure supplements (“brochure supplements”) for more information on the qualifications of
our firm and our associates.
ITEM 2 MATERIAL CHANGES
Due to certain rules and regulations promulgated by the SEC, Macroclimate is required to distribute this brochure
to you so that you may have a better understanding of our qualifications and business practices.
Macroclimate amends this brochure at least annually. To receive a copy of our most recent brochure at any point
during the year, please call (415) 723-9695 or e-mail info@macroclimate.com and a copy will be sent to you without
charge. You may also receive a copy of the most recent brochure and additional information regarding
Macroclimate from www.adviserinfo.sec.gov under Investment Adviser Search and on our website at
www.macroclimate.com.
If applicable, this item will contain a summary of material changes to the information in this brochure since the last
annual update of this brochure. Since the last annual update in March 2024, the following are material changes to
this brochure:
•
•
•
Item 4 has been updated, as of December 31, 2024, we were managing $179,659,036 of clients' assets on
a discretionary basis and $0 of clients’ assets on a non-discretionary basis.
Item 8 has been amended to add descriptions of the nature and risks of the primary investments and
advisory services provided by Macroclimate.
Item 19 has been deleted, as it is no longer required due to Macroclimate’s registration with the SEC, rather
than with a state securities authority.
For additional details, see the referenced item in this Brochure. Additionally, we have made other changes, some of
which may clarify or enhance existing disclosures, but we do not consider these other changes to be material.
ITEM 3 TABLE OF CONTENTS
ITEM 1 COVER PAGE ...................................................................................................................................................... 1
ITEM 2 MATERIAL CHANGES ........................................................................................................................................ 1
ITEM 3 TABLE OF CONTENTS ....................................................................................................................................... 2
ITEM 4 ADVISORY BUSINESS ........................................................................................................................................ 2
ITEM 5 FEES AND COMPENSATION ............................................................................................................................. 4
ITEM 6 PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT ................................................................ 6
ITEM 7 TYPES OF CLIENTS ............................................................................................................................................ 6
ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES, RISK OF LOSS .......................................................... 6
ITEM 9 DISCIPLINARY INFORMATION ........................................................................................................................ 11
ITEM 10 OTHER FINANCIAL ACTIVITIES AND AFFILIATIONS .................................................................................. 11
ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS & PERSONAL TRADING11
ITEM 12 BROKERAGE PRACTICES .............................................................................................................................. 13
ITEM 13 REVIEW OF ACCOUNTS ................................................................................................................................. 15
ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION ................................................................................... 16
ITEM 15 CUSTODY ....................................................................................................................................................... 16
ITEM 16 INVESTMENT DISCRETION ........................................................................................................................... 16
ITEM 17 VOTING CLIENT SECURITIES ........................................................................................................................ 16
ITEM 18 FINANCIAL INFORMATION ........................................................................................................................... 16
ITEM 4 ADVISORY BUSINESS
About Our Firm
Macroclimate is an SEC-registered investment adviser with its principal place of business located in Oakland, CA.
We began conducting business in 2004. Neither we, nor any of our associated persons, are affiliated with any
broker-dealer firm or issuer of securities. We provide tailored investment advice to our clients acting exclusively in
a fiduciary capacity. Peter Kriss, Ph.D., is the firm’s Managing Member, Managing Partner, Chief Investment Officer,
and Chief Compliance Officer. Mark R. Kriss, Partner, is also a Member of the firm.
The information contained in this brochure describes our investment advisory services, practices, and fees. Please
refer to the description of each investment advisory service listed below for information on how we tailor our
services to the needs of our clients. As used throughout this brochure, the words “you,” “your,” and “client” refer to
you as either a client or prospective client of our firm.
Prior to forming an investment adviser-client relationship with you, we may offer a complimentary general
consultation to discuss the nature of our services and how we may assist you in the management of your
investments. Investment advisory services begin only after we formalize our relationship with you through the
execution of a written advisory agreement.
We offer the following advisory services to our clients:
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Investment Management Services
Our firm provides ongoing and continuous investment management of client funds and securities based on your
unique investment needs, goals, and objectives. Through personal discussions in which investment goals and
objectives based on your particular circumstances are established, we will develop a personal investment policy
statement for you. We then design, manage, and supervise a portfolio of investments within your designated
account(s) that is based on the investment strategy, goals, and limitations set forth in your personal investment
policy statement.
During our data-gathering process, we determine your investment time horizon, risk tolerance and importance of
environmental considerations among other factors. As appropriate, we may also review and discuss your prior
investment history, as well as family composition and background.
Once your portfolio has been established, we will monitor your investments, rebalance no less the quarterly, review
the overall portfolio annually, and adjust the strategy as necessary based on your individual needs.
When you engage us for these services you will be required to deposit your assets to an account (or accounts) held
in your name at an independent qualified custodian (e.g., an unaffiliated bank, trust company, or broker-dealer) and
execute a limited power of attorney granting our firm discretionary trading authority over such account(s). We will
use this grant of discretionary authority to implement transactions within your account(s) without obtaining your
prior approval for each specific transaction. We will only exercise this discretionary authority in accordance with
our understanding of your financial objectives, needs, and limitations as outlined in your investment policy
statement and any specific instructions you provide to us regarding your account(s).
You may impose reasonable restrictions on our management of your account(s) at any time, including instructing
us not to invest your account in specific securities, industry sectors, and/or asset classes. We may reject any client-
imposed investment restrictions to the extent we determine they will frustrate our ability to manage your account.
Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or
insurance company and will generally include advice regarding the following types of securities:
real estate investment trusts (“REITs”);
cash and cash equivalents, including money market funds, certificates of deposit; and
• equities, including U.S. and non-U.S. equities, and emerging market equities;
• bonds, including domestic and foreign bonds, inflation-linked bonds, and short positions;
• exchange-traded funds (“ETFs”), including commodity-backed ETFs;
• mutual fund shares;
•
•
• U.S. government securities.
Wrap Fee Programs
We do not sponsor, serve as a portfolio manager to, or recommend any wrap fee programs to our clients.
Types of Investments Recommended
The types of investments we typically recommend to clients are described above in this Item 4. We may also advise
clients on any assets held in their portfolio at the time of our engagement and recommend investments not listed
above based on the client’s unique investor profile or specific request for information. Because some types of
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investments involve certain additional degrees of risk, they will only be recommended when consistent with the
client's stated investment objectives, investment horizon, risk tolerance, liquidity and suitability.
The investment strategies we typically implement within client accounts are described in Item 8 of this brochure.
Amount of Managed Assets
As of December 31, 2024, we were managing $179,659,036 of clients' assets on a discretionary basis and $0 of
clients’ assets on a non-discretionary basis.
ITEM 5 FEES AND COMPENSATION
Investment Management Services Fees
In exchange for our Investment Management Services, you will pay Macroclimate an annual advisory fee calculated
as (i) a percentage of market value (or fair market value, in the absence of market value) of your account(s) or (ii)
a flat fee, as applicable, in accordance with the following fee schedule:
VALUE OF ASSETS UNDER MANAGEMENT
$200,000 - $500,000
$500,001 – $5,000,000
$5,000,001 – $10,00,000
$10,000,001 and above
ANNUAL FEE1
$2,000.00 (flat fee)
0.40%
0.35%
0.25%
All fees are billed quarterly in arrears at the end of each calendar quarter based upon the value (market value or fair
market value in the absence of market value) of your account(s) at the end of the previous quarter with adjustment
for capital flows during the quarter. We do not blend annual fee rates across fee tiers. For example, if a client is at
the 0.40% fee level, deposited $50,000 on the last day of the quarter (and there are 92 days in the quarter), the
client’s fees would be reduced by 50000 * (91/92) * 0.004 / 4 = $49.45. Fees are pro-rated for partial billing periods
occurring at inception or termination of our relationship based on the number of days services are provided by the
firm.
Macroclimate may elect, in its sole discretion, to combine the account values of accounts held by you, your family
members, and/or your other related persons for purposes of determining the applicable annual fee rate to be
applied to your account. For example, we may combine account values for you and your minor children, joint
accounts with your spouse, and other types of related accounts. Combining account values may increase the asset
total, which may result in you paying a reduced advisory fee based on the breakpoints available in the fee schedule
stated above.
We do not solicit or require pre-payment of any advisory fees. Clients are advised that higher or lower fees for
comparable services may be available from other sources. In general, we do not negotiate our advisory fees.
Direct Fee Deduction
Our advisory fees will be debited directly from your account(s) in accordance with your authorization contained in
the written Investment Management Services Agreement you will enter with us at the inception of our relationship.
We do not offer to bill these fees by traditional invoicing.
1 If your account value drops below $200,000, a maximum annual fee of 1.00% will be applied.
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The custodian of your account will send an account statement to you at least quarterly, identifying the amount of
funds and each security in your account at the end of the period, and setting forth all transactions in the account
during that period, including the amount of any fees paid directly to us from your account. The custodian is not
responsible for verifying the accuracy of any fee calculations. Therefore, we encourage you to carefully and
promptly review the account statements provided by the custodian. If you believe there has been any miscalculation
of our fees or if you have any other concerns about your account, you should contact us promptly at the phone
number listed on the cover page of this brochure.
Termination of the Advisory Relationship
Either party may terminate the advisory relationship with or without cause at any time by written notice to the other
party. In addition, all custodial termination and transfer fees, if any, assessed by the custodian will be the
responsibility of the client. Upon termination, our advisory fees will be prorated to the date of termination.
Mutual Fund and ETF Fees
All fees paid to Macroclimate for investment advisory services are separate and distinct from the fees and
expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in
each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible
distribution fee. Macroclimate does not receive any portion of the internal fees charged by mutual funds and ETFs
recommended to clients. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge.
You could invest in a mutual fund directly, without our services. In that case, you would not receive the services
provided by our firm which are designed, among other things, to assist you in determining which mutual fund or
funds are most appropriate given your unique financial circumstances and objectives. Accordingly, you should
review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by
the client and to thereby evaluate the advisory services being provided.
Additional Fees and Expenses
In addition to our advisory fees, you will also be responsible for the fees and expenses charged by custodians and
broker-dealers, including, but not limited to, transaction-based fees (e.g., brokerage commissions), custodial costs,
wire transfer fees, and other fees and taxes associated with activity and holdings in your account. These fees will
be charged in accordance with the terms of the account opening documentation you execute with the broker-dealer
and custodian of your account(s). Macroclimate does not share in any portion of the foregoing additional fees and
expenses, which will generally be paid out of the assets contained in your account(s). To fully understand the total
costs you will incur, when engaging our services, you should review the disclosure brochure or prospectus of each
mutual fund and/or ETF held in your account and the contractual arrangement entered with your custodian. Please
refer to Item 12 of this brochure for additional information.
Grandfathering of Minimum Account Requirements
We typically require a minimum account size of $200,000 to commence or maintain an investment management
services relationship, though we reserve the right to waive this minimum on a per-client basis. Pre-existing advisory
clients are subject to Macroclimate's minimum account requirements and advisory fees in effect at the time the
client entered into the advisory relationship. Therefore, our firm's minimum account requirements will differ among
clients.
No Compensation for Sale of Securities or Insurance Products
No associated person of Macroclimate receives or accepts any fees or commissions for the sale of any securities
or insurance products. We will only recommend securities and insurance products to you when we believe them to
be in your best interests.
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ITEM 6 PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT
Macroclimate does not charge performance-based fees. “Side-by-Side Management” refers to a situation in which
an investment adviser manages accounts that are billed based on a percentage of assets under management,
hourly charges, fixed fees (not including subscription fees) while at the same time managing other accounts that
are subject to performance-based fees. Because Macroclimate does not charge performance-based fees, it does
not participate in the side-by-side management of accounts.
ITEM 7 TYPES OF CLIENTS
Macroclimate typically provides advisory services to individuals and their families, donor-advised funds, and non-
profit organizations. As reflected above in Item 5, we typically require a minimum account size of $200,000 to
commence or maintain an investment management services relationship, though we reserve the right to waive this
minimum on a per-client basis.
ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES, RISK OF LOSS
Methods of Analysis and Investment Strategies
We use the following strategies in managing client accounts, provided that such strategies are appropriate to the
needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among
other considerations:
Modern Portfolio Theory
Our investment strategy is principally based on Modern Portfolio Theory, with emphasis on disciplined asset
allocation planning, low expenses, and minimization of taxes and transaction costs. Continuing research in
behavioral economics, which applies the insights of psychology to finance, also are considered, particularly in
investment design and trade planning.
Modern Portfolio Theory represents the philosophical opposite of traditional stock picking. It is based on academic
research at the University of Chicago, Stanford University, and elsewhere, which showed that combining many
uncorrelated financial assets in a portfolio can be less risky than putting all your investment eggs in one basket. In
this context, our investment strategy typically seeks continuous exposure to a broad mix of asset classes
worldwide. Passive-managed investments such as index funds and factor-based mutual funds and ETFs are
Macroclimate’s primary investment vehicles.
Long-Term Purchases
We favor a long term, “buy and hold” approach to investing client assets. In this type of investment strategy, we
suggest the purchase of securities with the idea of holding them in a portfolio for a year or longer. Typically, we
employ this strategy when we want the portfolio to have exposure to a particular asset class over time, regardless
of any short-term projection for this class. A risk in a long-term purchase strategy is that by holding the security for
this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, a
security may decline sharply in value before we make the recommendation to sell.
Environmental, Social, and Governance (“ESG”) Investing
Macroclimate offers a single ESG-based investment strategy that all, or substantially all, of our clients have elected
to implement, without placing any further restrictions on their investments. Clients are not required to implement
our ESG strategy. Our ESG strategy is heavily focused on the environment aspect of ESG investing. Specifically, our
approach seeks to eliminate from the portfolio to the extent feasible, the owners and operators of coal-fired power
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plants as well as the owners of fossil fuel reserves. Furthermore, by overweighting the most sustainable companies
and underweighting the least sustainable companies within each sub-industry, we seek to further reduce the
industrial greenhouse gas emissions associated with the portfolio while having minimal additional impact on
diversification.
The funds that Macroclimate uses to execute its ESG strategy are managed by third parties, most notably
Dimensional Fund Advisors (“DFA”) and Vert Asset Management. Clients should note that Macroclimate
participates as a member of DFA’s Sustainability Council, through which DFA solicits Macroclimate’s opinion as to
the appropriate incorporation of sustainability factors into DFA’s fund strategies. Please see Item 10 for more
information.
Before electing to implement our ESG strategy, it is critical that clients understand that limiting the universe of
possible investment targets based on ESG factors may result a portfolio that underperforms a portfolio that is not
subject to such restrictions. For more information on our ESG investment processes, please contact us at the
telephone number found on the cover page of this brochure.
Leveraged and/or Inverse ETF Investing
On some occasions, Macroclimate may recommend the purchase and sale in client accounts of leveraged or
inverse ETFs. Leveraged ETFs seek to deliver multiples of the performance of the index or benchmark they track.
Inverse ETFs are “short” funds, meaning that they seek to deliver the opposite of the performance of the index or
benchmark they track. Like traditional ETFs, some inverse ETFs track broad indices, some are sector-specific, and
still others are linked to commodities or currencies. Inverse ETFs are often marketed as a way for investors to profit
from, or at least hedge their exposure to, downward moving markets. Some funds are both short and leveraged,
meaning that they seek to achieve a return that is a multiple of the inverse performance of the underlying index. An
inverse ETF that tracks the S&P 500, for example, seeks to deliver the inverse of the performance of the S&P 500,
while a 2x leveraged inverse S&P 500 ETF seeks to deliver twice the opposite of that index’s performance. To
accomplish their objectives, leveraged or inverse ETFs pursue a range of investment strategies through the use of
swaps, futures contracts, and other derivative instruments.
Most leveraged or inverse ETFs “reset” daily and are designed to achieve their stated objectives on a daily basis.
Due to the effect of compounding, their performance over longer periods of time can differ significantly from the
performance (or inverse of the performance) of their underlying index or benchmark during the same period of time.
This effect can be magnified in volatile markets. Using a two-day example, if the index goes from 100 to close at
101 on the first day and back down to close at 100 on the next day, the two-day return of the inverse ETF will be
different than if the index had moved up to a close at 110 the first day but then back down to close at 100 on the
next day. In the first case with low volatility, the inverse ETF loses 0.02 percent; but in the more volatile scenario
the inverse ETF loses 1.82 percent. The effects of mathematical compounding can grow significantly over time,
leading to scenarios such as those noted above.
Additionally, sophisticated day traders attempt to time the market and buy in front of the inverse and leveraged ETF
companies thus requiring the ETF companies to have to settle for a lower price than they would have otherwise
received, further compounding the time loss that is common on these types of products.
Some ETFs also do not invest directly in the underlying investment. For example, some oil and gas ETFs invest in
futures in place of the physical assets, therefore there is additional expense to the ETFs involved in buying new
futures contracts every month.
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Because some ETFs invest in a variety of investment instruments that are subject to different tax treatments, ETFs
can create unique tax consequences therefore it is important that investors work with their tax professionals. Also,
some leveraged ETFs have substantial capital gains distributions at the end of the year.
Leveraged and inverse ETFs are not designed to be held for long periods of time. To the extent that Macroclimate
recommends these investments be held long-term, we do so as a way to hedge risk and not as an attempt to
improve expected returns during normal market conditions.
Risk of Loss
We act as your fiduciary when we render investment advice, using our best judgment and placing your best interests
first. Our duty to put our clients’ interest first includes, but is not limited to, a duty of care, loyalty, obedience, and
utmost good faith. However, we cannot warrant or guarantee any particular level of investment performance, or
that any recommendation we make to clients will be profitable over time. Not every investment recommendation
we make will be profitable. Investing in securities involves risk of loss that clients should be prepared to bear.
Clients assume all market risk involved in the investment of their assets and understand that investment decisions
are subject to various market, currency, economic, political, and business risks.
The information contained in this brochure cannot disclose every potential risk associated with an investment
strategy, nor all of the risks applicable to a particular security or investment. Risks vary by client according to their
investment objectives, guidelines, liquidity needs or risk tolerances and not every strategy or portfolio will be
exposed to each of the risks described in this brochure. This list is not intended to be exhaustive of all of the risks
associated with investing in strategies or securities that are utilized or recommended by Macroclimate. Rather, it
is a general description of the nature and risks of the investment advisory services provided by Macroclimate and
the related investments.
Asset Allocation Risk: A portfolio that holds large cash positions may deviate from the stated benchmark
and could underperform as a result. Differences in the security holdings and weights of a portfolio versus
the strategy benchmark will result in disparities between a portfolio’s performance relative to its
benchmark. A portfolio may perform better or worse than a similarly managed account for various reasons
including, but not limited to, the frequency and timing of rebalancing and trading each portfolio and the size
and number of positions in each portfolio.
Cash-Equivalents Risk (Money Market Funds): Cash equivalents are short-term, highly-liquid investments,
such as money market funds (a type of mutual fund) and are subject to interest rate and issuer-specific
changes. Interest rate increases can cause the price of a money market security to decrease. Likewise, a
decline in the credit quality of an issuer can cause the price of a money market security to decrease. An
investment in a money market fund is neither insured nor guaranteed by the FDIC or any other government
agency. Although money market funds seek to preserve the value of your investment at one dollar per
share, it is possible to lose money by investing in a money market fund.
Concentration Risk: Strategies that are concentrated in only a few securities, sectors or industries, regions
or countries or asset classes could expose a portfolio to greater risk and may cause greater portfolio
volatility.
ESG Investing Risk: Investments that consider ESG factors could underperform the market as a whole or
underperform similar strategies that do not consider ESG factors. Specifically, the use of ESG factors could
result in selling or avoiding investments that subsequently perform well or making investments that
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subsequently underperform. There are no uniformly accepted ESG standards, and the analysis and
determination of ESG focused investments involve judgment, which is inherently qualitative and subjective.
As such, an investment selected as having ESG focus may not be treated as such by another investment
adviser. In addition, there is no guarantee that the information on which an ESG evaluation is made is
accurate or complete, and no guarantee that incorporating ESG factors into any strategy or investment
decision necessarily will actually display favorable ESG characteristics.
Equities Risk (Stocks): Equity instruments are subject to equity market risk, which is the risk that common
stock prices will fluctuate over short or even extended periods. Equity securities generally have greater
price volatility than fixed income securities. The market price of equity securities may increase or decrease,
sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting markets
generally, particular industries, sectors or geographic regions represented in those markets, or individual
security concerns.
Fixed Income Risk (Bonds or Debt): Debt securities are affected by changes in interest rates. When interest
rates rise, the value of debt securities are likely to decrease. Conversely, when interest rates fall, the values
of debt securities are likely to increase. The values of debt securities may also be affected by changes in
the credit rating or financial condition of the issuing entities.
Mutual Fund Risk: The risks with mutual funds include the costs and expenses within the fund that can
impact performance, change of managers, and the fund straying from its objective (i.e., style drift). Mutual
funds have certain costs associated with underlying transactions, as well as operating costs such as
marketing and distribution expenses and underlying advisory fees. Mutual fund costs and expense vary
from fund to fund and will impact a mutual fund’s performance. Additionally, mutual funds typically have
different share classes, as further discussed below, that trade at different Net Asset Value (“NAV”) as
determined at the daily market close and have different fees and expenses.
Mutual funds that offer different share classes are priced differently and have varying levels of internal
costs. For example, institutional share classes often have higher trading costs; however, the internal costs
of the fund are lower. Over a period of time, certain share classes will become more expensive if held in an
account for an extended period of time. Additionally, even though multiple share classes may be available,
a custodian may only make available a limited number of share classes, or a custodian may not choose to
offer the least expensive share class that is available. Other custodians and investment advisors may offer
the same mutual fund or a different mutual fund share class at a lower overall cost to the investor.
ETF Risk: ETFs are, by definition, portfolios of securities, and although the risk associated with investments
in ETFs may be low relative to investments in securities of individual issuers, there are events that can
trigger sharp, and sometimes adverse, price movements in ETFs that are not related to movements of the
markets in general. These events include, but are not limited to, unanticipated dividends, changes to regular
dividend amounts, announcements of rights offerings and possible unexpected revisions to the net asset
values of the ETF.
Leveraged and/or Inverse ETF Risk: As described above, leveraged ETFs seek to deliver multiples of the
performance of the index or benchmark they track. Inverse ETFs are “short” funds that they seek to deliver
the opposite of the performance of the index or benchmark they track. These products are different from
and can be significantly riskier than traditional ETFs and mutual funds. Due to the use of leverage and for
other reasons, you risk losing your entire investment in these products in a single day. In addition, these
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products may not be able to exactly replicate the performance of the index they seek to track because of
increased fund expenses and other factors. For example, because these instruments generally rebalance
the underlying portfolio on a daily basis, they may incur increased trading costs which result in an increased
deviation from the index or benchmark they seek to track. In addition, compounding of the returns can
produce a divergence from the underlying index over time, in particular for leveraged products. In highly
volatile markets with large positive and negative swings, return distortions are magnified over time.
Because of these distortions, these instruments are typically inappropriate as an intermediate or long-term
holding. To the extent that Macroclimate recommends these investments be held long-term, we do so as
way to hedge risk and not as an attempt to improve expected returns during normal market conditions. To
accomplish their objectives, these products use a range of strategies, including investments in swaps,
futures contracts, and other derivatives. These products may not be diversified and can be based on
commodities or currencies. These products may have higher expense ratios and be less tax efficient than
more traditional ETFs and mutual funds.
Market Risk: Securities markets are volatile and investing in securities involves the risk of loss that clients
should be prepared to bear. The direction of the capital markets (e.g., stock, credit, interest rate, real estate,
private equity, volatility, etc.) are difficult to predict and are dependent upon changes in a number of factors,
including, but not limited to, interest rates, inflation, and a host of additional economic and political factors.
There is a risk that the capital markets as a whole will decline, bringing down the value of individual
securities regardless of their fundamental characteristics. Market risk is also known as systematic risk or
undiversifiable risk. This risk is both unpredictable and impossible to completely eliminate.
Security Selection Risk: The risk of choosing a security that underperforms the market for unanticipated
reasons. There can be no assurance that clients will ever come to realize the value of some of these
investments, and that the investment will ever increase in value. During this time, the client may have funds
locked up in an underperforming investment, which presents an opportunity cost for other investments.
Risks Related to Analysis Methods: Our analysis of securities relies in part on the assumption that the
issuers whose securities we recommend for purchase and sale, the rating agencies that review these
securities, and other publicly-available sources of information about these securities, are providing
accurate and unbiased data. While we are alert to indications that data may be incorrect, there is a risk that
our analysis may be compromised by inaccurate or misleading information.
Securities Transactions at the Direction of Clients: All assets are held at the custodian in your name. You
will typically maintain the concurrent ability to direct transactions within your account. We are not
responsible for the consequences, costs, and fees generated by your self-directed investment transactions
(including transactions you execute absent our advice) in your account where we have advised you that
such self-directed transactions are not in your best interests.
Interim Changes in Client Risk Tolerance and Financial Outlook: The particular investments recommended
by our firm are based solely upon the investment objectives and financial circumstances disclosed to us
by you. While we strive to connect with clients at regular intervals (at least annually, unless otherwise
agreed, either in person, telephonically, or by electronic means) to discuss any changes in the client’s
financial circumstances, the lack of constant and continuous communication presents a risk insofar as
your liquidity, net worth, risk tolerance and/or investment goals could change abruptly, with no advance
notice to our firm, resulting in a mis-aligned investment portfolio and the potential for losses or other
negative financial consequences.
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While we will make reasonable efforts to update your suitability information and investment profile at least
annually, we strongly encourage you to give us complete information and to promptly notify us of any
changes in your financial circumstances, income level, investment goals or employment status. We
encourage you to contact us regularly to discuss any such changes.
ITEM 9 DISCIPLINARY INFORMATION
We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's
evaluation of our advisory business or the integrity of our management. Our management personnel have no
reportable disciplinary events to disclose.
However, after November 4, 2022, the compliance deadline for the amended marketing rule, Macroclimate
advertised hypothetical performance on its public website without adopting and implementing the necessary
updated policies and procedures. Due to the use of hypothetical performance data, Macroclimate was found to
have violated Section 206(4) of the Advisers Act and Rule 206(4)-1(d) thereunder. Macroclimate also failed to
maintain copies of each advertisement that it disseminated in violation of Section 204(a) of the Advisers Act and
Rule 204-2(a)(11) thereunder. On September 11, 2023, without admitting or denying the findings, Macroclimate
consented to the Entry of the Order Instituting Administrative and Cease-And-Desist Proceedings. Macroclimate
was censured and was required to pay a civil money penalty. When applying the new regulatory standards, it was
determined that the advertised hypothetical performance understated Macroclimate’s actual performance.
ITEM 10 OTHER FINANCIAL ACTIVITIES AND AFFILIATIONS
Neither Macroclimate, nor any of its associated persons, are registered or intend to become registered as a broker-
dealer, futures commission merchant, commodity pool operator, commodity trading advisor, or an associated
person or registered representative of any of the foregoing.
Macroclimate is a member of Dimensional Fund Advisors, LP’s ("DFA") Sustainability Council. DFA is an unaffiliated
SEC registered investment advisor. As a member of the council, DFA solicits Macroclimate’s opinion as to the
appropriate incorporation of sustainability factors into DFA’s fund strategies. We do pay or receive any
compensation in connection with this activity. Independent of our role on the Sustainability Council, as a holder of
Dimensional funds, we have access to DFA’s investment research at no cost. Clients should consider that this
arrangement creates a conflict of interest insofar as it creates an incentive for our firm to continue to recommend
DFA sponsored funds to clients so as maintain access to DFA’s investment research. We will only recommend DFA
sponsored funds to clients when we believe such recommendations to be in their best interests.
Except as outlined in above in this Item 10 and in Item 12 with respect to certain benefits made available to us by
DFA and Charles Schwab & Co., Inc. (“Schwab”), Macroclimate does not have any relationships, industry activities,
affiliations or arrangements and does not collect any additional compensation, directly or indirectly, that creates a
material conflict of interest with its clients.
ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS & PERSONAL
TRADING
Summary of Key Principles
We subscribe to an ethical and high standard of conduct in all our business activity in order to fulfill the fiduciary
duty we owe to our clients. Included in these ethical obligations is the duty to put clients’ interests ahead of our
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own along with the duties of loyalty, fairness, and good faith towards our clients. We disclose to clients material
conflicts of interest which could reasonably be expected to impair our rendering of unbiased and objective advice.
Our firm has adopted a Code of Ethics and Conduct (“Code”), which sets forth high ethical standards of business
conduct that we require of our employees, including compliance with applicable federal securities laws. This Code
is based on a few basic principles that govern all investment related activities of all of our employees, personal as
well as professional:
(1) The interests of the Adviser's clients come before the Adviser’s or any employee’s interests;
(2) Each employee's professional activities and personal investment activities must be consistent with
Macroclimate’s Code and avoid any actual or potential conflict between the interests of clients and those
of the Firm or the employee; and
(3) Those activities must be conducted in a way that avoids any abuse of an employee's position of trust with
and responsibility to the Adviser and its clients, including taking inappropriate advantage of that position.
Our Code is detailed in our policies and procedures manual and is available to our advisory clients free of charge.
You may request a copy by e-mail sent to info@macroclimate.com, or by calling us at (415) 723-9695.
Conflicts of Interest
Our Code is designed to assure that the personal securities transactions, activities, and interests of our employees
will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such
decisions while, at the same time, allowing employees to invest for their own accounts.
Our firm and our associated persons do not have any proprietary or material interests in or any role in the
management of any companies or investments that we recommend to our clients. We will refrain from rendering
any advice or services concerning securities of companies in which the firm or its associated persons maintain a
material economic interest, unless we determine in good faith that it may appropriately do so, make full disclosure
to you regarding the nature of our interests and the related conflicts of interest, and obtain your informed consent
to the conflict.
As these situations represent actual or potential conflicts of interest to our clients, we have established the
following policies and procedures for implementing our Code, to ensure we comply with our regulatory obligations
and provide clients with full and fair disclosure of such conflicts of interest:
•
• No principal or employee of our firm may put his or her own interest above the interest of an advisory client.
• No principal or employee of our firm may buy or sell securities for their personal portfolio(s) where their
decision is a result of information received as a result of his or her employment unless the information is
also available to the investing public.
It is the expressed policy of our firm that no person employed by us may purchase or sell any security prior
to a transaction(s) being implemented for an advisory account. This prevents such employees from
benefiting from transactions placed on behalf of advisory accounts.
• Our firm requires prior approval for any IPO or private placement investments by related persons of the
firm.
• We have established procedures for the maintenance of all required books and records.
• All of our principals and employees must act in accordance with all applicable federal and state regulations
governing registered investment advisory practices.
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• We require delivery and acknowledgement of the Code by each supervised person of our firm.
• We have established policies requiring the reporting of Code violations to our senior management.
• Any individual who violates our Code may be subject to termination.
Personal Trading
Our firm and/or individuals associated with our firm may buy or sell securities for their personal accounts identical
to or different from those recommended to our clients. In addition, any associated person(s) may have an interest
or position in a certain security(ies) which may also be recommended to a client. It is the expressed policy of our
firm that no person employed by us may purchase or sell any security prior to a transaction(s) being implemented
for an advisory account, thereby preventing such employee(s) from benefiting from transactions placed on behalf
of advisory accounts. We may aggregate our employee trades with client transactions where possible and when
compliant with our duty to seek best execution for our clients.
ITEM 12 BROKERAGE PRACTICES
Selection of Broker-Dealer Firms; Best Execution
When you engage us for Investment Management Services you will be required to engage the custodial and trade
execution services of the broker-dealer firm(s) that we may recommend from time-to-time. As of the date of this
brochure, we recommend and require that clients engage the custodial and trade execution services of Charles
Schwab & Co., Inc. (“Schwab”), an independent SEC registered broker-dealer and Member FINRA/SIPC. Clients
engage Schwab by executing Schwab’s separate account opening documentation, and in doing so, authorize
Macroclimate to direct the execution of transactions for their account(s) through Schwab.
We are not affiliated with Schwab, and they do not monitor or control the activities of our firm or its personnel.
Schwab will act solely as a custodian and/or broker-dealer to your account and not as your investment adviser.
They will hold your assets in a brokerage account or accounts in your name and buy and sell securities and execute
other transactions for your account(s) when instructed to do so by you or Macroclimate. We do not have the
discretion to determine the commission rates at which transactions are to be affected for your account(s) and we
may recommend that you engage different custodians and executing brokers in the future. You will negotiate the
commission rates directly with Schwab when you enter into an account opening agreement with them.
In recommending broker-dealers to clients, we have an obligation to seek the “best execution” of transactions for
client accounts. This duty requires us to seek to execute securities transactions for clients such that the total costs
or proceeds in each transaction are the most favorable under the circumstances. The determinative factor in the
analysis of best execution is not the lowest possible commission cost, but whether the transaction represents the
best qualitative execution, taking into consideration the full range of the recommended broker-dealer’s services.
Some of the factors we may consider when evaluating a broker-dealer for best execution include, without limitation,
the broker-dealer’s execution and custodial capabilities, commission rates, financial responsibility, responsiveness
and customer service, research services/ancillary brokerage services provided, and other factors that we consider
relevant.
Therefore, we will seek competitive commission rates, but we may not obtain the lowest possible commission rates
for specific account transactions. With the above considerations in mind, we will continue to recommend that
clients engage Schwab until their services do not result, in our opinion, in best execution of client transactions.
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Directed Brokerage
Clients should be aware of the fact that not all investment advisers require clients to use a particular brokerage
firm. Because clients who have accounts managed by Macroclimate are typically required to open accounts with
and use the trade execution services of Schwab, Macroclimate may not be able to achieve the most favorable
execution of specific client transactions. Thus, our exclusive use of Schwab may cost clients more money
compared to other firms offering similar custodial and brokerage services.
Soft Dollars
In general, broker-dealers recommended to clients may provide investment advisers, like Macroclimate, with certain
brokerage and research products and services that qualify as “brokerage or research services” under Section 28(e)
of the Securities Exchange Act of 1934 (“Exchange Act”) in exchange for directing a certain amount of transactions
to the broker-dealer. This is commonly referred to as a “soft dollar” arrangement. As of the date of this brochure,
Macroclimate does not maintain any soft dollar arrangements or similar arrangements with any broker-dealer. We
do, however, receive benefits from Schwab as part of our custodial arrangement (described below),
Benefits Received from Schwab
Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like Macroclimate.
They provide us and our clients with access to institutional brokerage — trading, custody, reporting, and related
services — many of which are not typically available to Schwab retail customers. Schwab also makes available to
us various support services. Some of those services help us manage or administer our clients’ accounts, while
others help us manage and grow our business. Schwab’s support services generally are available on an unsolicited
basis (we don’t have to request them) and at no charge to us. Below is a more detailed description of Schwab’s
support services.
Services That Benefit Clients:
Schwab’s institutional brokerage services include access to a broad range of investment products,
execution of securities transactions, and custody of client assets. The investment products available
through Schwab include some to which Macroclimate might not otherwise have access or that would
require a significantly higher minimum initial investment by our clients. Schwab’s services described in this
paragraph generally benefit clients and their accounts.
Services That May Not Directly Benefit Clients:
Schwab also makes available to Macroclimate other products and services that benefit us but may not
directly benefit our clients. These products and services assist us in managing and administering our
clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may
use this research to service all or a substantial number of our clients’ accounts, including accounts not
maintained at Schwab, if any. In addition to investment research, Schwab also makes available software
and other technology that provides access to client account data (such as duplicate trade confirmations
and account statements); facilitates trade execution; provides pricing and other market data; facilitates
payment of our advisory fees from our clients’ accounts; and assists us with back-office functions,
recordkeeping, and client reporting.
Services That Generally Benefit Only Us:
Schwab also offers other services intended to help us manage and further develop our business enterprise.
These services include access to educational conferences and events; consulting on technology,
compliance, legal, and business needs; access to publications and conferences on practice management
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and business succession; and access to employee benefits providers, human capital consultants, and
insurance providers.
Schwab may provide some of the above services itself. In other cases, it will arrange for third-party vendors to
provide the services to us. Schwab may discount or waive its fees for some or all of these services. The research
and brokerage services provided to Macroclimate by Schwab qualify for the safe harbor exemption defined in
Section 28(e) of the Exchange Act.
The aforementioned research and brokerage services are generally used by Macroclimate to manage accounts for
which we have investment discretion. Without these arrangements, Macroclimate might be compelled to purchase
the same or similar services at its own expense. As part of our fiduciary duty to clients, Macroclimate endeavors at
all times to put the interests of our clients first. Clients should be aware, however, that the receipt of economic
benefits by our firm and/or our associated persons creates a conflict of interest and may indirectly influence our
recommendation of Macroclimate to clients. We examined this potential conflict of interest in choosing to
recommend Schwab and have determined that the recommendation of Schwab is in the best interests of our clients
and satisfies our fiduciary obligations, including our duty to seek best execution.
Schwab does not make client brokerage commissions generated by client transactions available for our firm’s use.
We do not receive client referrals from Schwab in exchange for directing client transactions through Schwab.
Block Trading Policy and Procedures
From time-to-time, we may aggregate the purchase or sale of securities for more than one client account (i.e., “block
trading”). We will generally aggregate orders using Schwab’s system for entering trades at the omnibus level. Our
firm will allocate fills resulting from aggregate orders in accordance with its internal policy regarding the same.
Generally, such policy requires us to allocate aggregate order fills among and between participating client accounts
on a pro rata basis (i.e., to the extent each client account participated in the aggregate order).
ITEM 13 REVIEW OF ACCOUNTS
Account Review Policy
Peter Kriss, Ph.D, our firm’s Managing Member and Managing Partner, offers to meet with clients at least annually
to review and explain to clients the investment results experienced within their portfolio and any related issues. On-
demand performance reports are available via our client portal. More frequent reviews of accounts may be triggered
by a change in your investment objectives; risk/return profile; tax considerations; contributions and/or withdrawals;
large sales or purchases; security specific events; or changes in the economy more generally.
Mr. Kriss generally conducts all client reviews; however, other associated persons of our firm may review accounts
from time-to-time.
Clients receive, no less frequently than on an annual basis, the following written reports from Macroclimate:
• portfolio performance results over the year, 3 years, and 5 years, if applicable;
• performance results of comparative benchmarks for the same periods;
• annual status regarding asset allocation — current versus policy; and
• any recommendations for changes of the above.
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Account custodians (i.e., Schwab) will separately provide you with a monthly or quarterly account statement
reflecting the positions (and current pricing) in your account(s) as well as transactions in each account, including
any advisory fees paid from your account(s) to Macroclimate. Account custodians also provide prompt
confirmation of all trading activity, and year-end tax statements, such as 1099 forms. Clients are urged to compare
any report provided by Macroclimate with the confirmations and statements directly received from the custodian.
ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION
It is Macroclimate's policy not to accept or allow our associated persons to accept any form of compensation,
including cash, sales awards, or other prizes, from a non-client in conjunction with the advisory services we provide
to our clients. The firm does not earn commissions based on where we invest our clients’ money or referral fees
for helping clients connect with advisors for tax services, accounting services, or other services.
ITEM 15 CUSTODY
Other than having the ability to deduct advisory fees from client accounts, Macroclimate does not have custody of
client funds or securities.
ITEM 16 INVESTMENT DISCRETION
When you engage us for Investment Management Services you will be required to grant Macroclimate the
discretionary authority to manage your account. This arrangement authorizes us to select the securities to buy and
sell, the amount to buy and sell, and when to buy and sell securities for your account, without obtaining specific
consent from you for each transaction. Clients are advised that we may make different recommendations and
effect different trades with respect to the same securities to different advisory clients.
Clients give us discretionary authority when they sign an Investment Management Services Agreement with our
firm and may limit this authority by giving us written instructions. Clients may also change/amend such limitations
by once again providing us with written instructions.
ITEM 17 VOTING CLIENT SECURITIES
As a matter of firm policy, we do not vote proxies on behalf of clients. Therefore, although our firm may provide
investment advisory services relative to client investment assets, clients maintain exclusive responsibility for:
(1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall
be voted, and
(2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other
events pertaining to the client’s investment assets.
Clients are responsible for instructing each custodian of the assets, to forward to the client copies of all proxies
and shareholder communications relating to the client’s investment assets. We do not offer any consulting
assistance regarding proxy issues to clients.
ITEM 18 FINANCIAL INFORMATION
Macroclimate does not require prepayment of fees of more than $1,200 per client six months or more in advance,
therefore disclosures required in this section to not apply to our firm. Macroclimate has no financial commitment
which would impair or impede its ability to meet contractual and fiduciary commitments to clients. Macroclimate
has not been the subject of a bankruptcy petition at any time during the past ten years.
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