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Firm Brochure
(Part 2A of Form ADV)
Giverny Capital Inc.
759 Square-Victoria St., Suite 105
Montreal, QC, Canada, H2Y 2J7
(514) 842-5589
www.givernycapital.com
info@givernycapital.com
This brochure provides information about the qualifications and business
practices of Giverny Capital Inc. If you have any questions about the
contents of this brochure, please contact us at: (514) 842-5589, or by email
at: info@givernycapital.com. The information in this brochure has not been
approved or verified by the United States Securities and Exchange
Commission, or by any state securities authority.
Disclaimer: Registration as a “Registered Investment Advisor” does not
necessarily imply a certain level of skill or training with regulatory
authorities. Additional information about Giverny Capital Inc. is available on
the SEC’s website at www.adviserinfo.sec.gov
12/23/2025
Giverny Capital Inc.
Material Changes
Annual Update
Giverny filed its last annual update to the Firm Brochure on December 24, 2024.
The Material Changes section of this brochure will be updated when material
changes occur since the previous annual update of the Firm Brochure.
Material Changes since the Last Update
The Firm continues to conduct its business activities and provide investment
advisory services in substantially the same manner as described in the last
annual update to the Firm Brochure. The ensuing is only a list of changes since
the last annual update that are or may be considered material.
The material change(s) to this Firm Brochure since the last annual update
is/are:
•
In sub-section Clients Assets of item 4, the information on the amount
of the assets under management by the Firm was updated as of
09/30/2025.
•
In sub-section Affiliations of item 10 and in sub-section Other
Compensation of item 14, the place of business of Giverny Capital
Advisors LLC, with which the Firm collaborates, was updated to indicate
Princeton New Jersey.
•
In item 17, the information regarding proxy voting was updated to
disclose that the Firm uses an online platform from a third party services
provider.
Full Brochure Available
Whenever you would like to receive a complete copy of our Firm Brochure,
please contact us by telephone at: (514) 842-5589 or by email at:
info@givernycapital.com
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Giverny Capital Inc.
Table of Contents
Material Changes............................................................................................................ i
Annual Update ............................................................................................................ i
Material Changes since the Last Update .................................................................... i
Full Brochure Available ............................................................................................... i
Item 4: Advisory Business ........................................................................................... 1
Firm Description ......................................................................................................... 1
Principal Owner.......................................................................................................... 1
Types of Advisory Services ........................................................................................ 1
Tailored Relationships ............................................................................................... 2
Wrap Fee Programs ................................................................................................... 2
Clients Assets ............................................................................................................ 2
Investment Advisory Agreement ................................................................................ 2
Item 5: Fees and Compensation .................................................................................. 2
Description ................................................................................................................. 2
Fee Billing .................................................................................................................. 3
Other Fees ................................................................................................................. 4
Termination of Agreement ......................................................................................... 4
Item 6: Performance-Based Fees & Side-by-Side Management ................................ 4
Item 7: Types of Clients ................................................................................................ 5
Description ................................................................................................................. 5
Account Minimums ..................................................................................................... 5
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss .................... 5
Methods of Analysis ................................................................................................... 5
Investment Strategies ................................................................................................ 5
Risk of Loss ............................................................................................................... 6
Item 9: Disciplinary Information ................................................................................... 7
Legal and Disciplinary ................................................................................................ 7
Item 10: Other Financial Industry Activities and Affiliations ..................................... 7
Financial Industry Activities ........................................................................................ 7
Affiliations .................................................................................................................. 8
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Giverny Capital Inc.
Item 11: Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading ........................................................................................................... 9
Code of Ethics............................................................................................................ 9
Participation or Interest in Client Transactions ........................................................... 9
Personal Trading...................................................................................................... 11
Item 12: Brokerage Practices ..................................................................................... 12
Selecting Brokerage Firms ....................................................................................... 12
Best Execution ......................................................................................................... 13
Order Aggregation ................................................................................................... 13
Item 13: Review of Accounts ...................................................................................... 14
Periodic Reviews ..................................................................................................... 14
Review Triggers ....................................................................................................... 14
Regular Reports ....................................................................................................... 14
Item 14: Client Referrals and Other Compensation.................................................. 14
Referrals .................................................................................................................. 14
Other Compensation ................................................................................................ 14
Item 15: Custody ......................................................................................................... 15
Custody .................................................................................................................... 15
Item 16: Investment Discretion .................................................................................. 15
Discretionary Authority for Trading ........................................................................... 15
Limited Power of Attorney ........................................................................................ 16
Item 17: Voting Client Securities................................................................................ 16
Proxy Votes ............................................................................................................. 16
Item 18: Financial Information ................................................................................... 16
Financial Condition .................................................................................................. 16
Brochure Supplement (Part 2B of Form ADV) .......................................................... 18
Education and Business Standards ......................................................................... 18
Professional Certifications ....................................................................................... 18
Francois Rochon (CRD# 4763502) .......................................................................... 18
Jean-Philippe Bouchard (CRD# 5872436) ............................................................... 20
Nicolas L’Écuyer (CRD# 6504100) .......................................................................... 21
Sebastien Genest-Roy (CRD# 7232815) ................................................................. 22
TOC 2
Giverny Capital Inc.
Item 4: Advisory Business
Firm Description
Giverny Capital Inc., (“Giverny”, “Firm” or “We”) is an investment
management firm based in Canada, providing investment management
services mostly to individuals in North America. Giverny also acts as
investment fund manager and portfolio manager of the Giverny Capital Equity
Fund, a private pooled fund established under the laws of the Province of
Ontario (the “Giverny Fund”). The units of the Giverny Fund are only privately
offered to residents of certain Canadian provinces having entered into
investment management agreements with Giverny and meeting certain
specific criteria. The Firm was founded in 1998. The Firm’s investment
management services are limited to the discretionary management of
investment portfolios (mostly consisting of equity securities) in accordance
with Giverny's long-term investment management strategy. We do not
provide insurance planning, estate planning, or any other related or unrelated
consulting services.
Giverny is strictly a fee-only investment management firm providing
independent investment management services. The firm does not receive
commissions for purchasing or selling annuities, insurance, stocks, bonds,
mutual funds, limited partnerships, or other commissioned products. The
Firm is not affiliated with entities that sell financial products or securities. No
such commissions are accepted.
Giverny does not act as a custodian of client assets and the client always
maintains control over the assets in its portfolio. Giverny places trades on
behalf of clients under a limited power of attorney.
Giverny’s activities with respect to non-U.S. clients may differ from those
described generally herein and the Firm may provide additional or different
services to non-U.S. clients.
Principal Owner
Francois Rochon is the controlling shareholder.
Types of Advisory Services
Giverny provides investment management services, on a continuing basis,
with respect to the investment and reinvestment of all cash, securities, and
other property in a client’s account. A client’s account will normally contain a
relatively small number of securities positions (typically between 20 and 30
equity securities) and may not constitute a fully diversified or balanced
portfolio that is suitable for investment of all of a client’s assets.
Giverny manages a client account without the obligation to consider other
investment assets or accounts that the client may have or maintain away from
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the Firm. A client’s account will generally not contain fixed income
investments but may do so based on individual client needs.
Tailored Relationships
We have considerable flexibility in accommodating any unique client needs
and constraints through our third party custodian that holds the assets of our
clients in individualized accounts. This customization may include, but is not
limited to, the types of asset classes selected, the securities selected, the size
of the allocation to a particular security, etc. Clients may also impose
restrictions on investing in certain securities or types of securities.
Wrap Fee Programs
The Firm does not engage in Wrap Fee Programs.
Clients Assets
As of 09/30/2024, Giverny manages approximately $2.47 billion US dollars in
assets (with nearly 100% of the assets based in Canada). The totality of the
assets under management by the Firm is managed on a discretionary basis.
Investment Advisory Agreement
The scope of work and fee for a client is agreed upon in an Investment
Advisory Agreement that is signed by the client prior to the start of the
management of any client assets. This agreement provides detailed
information concerning what services are provided, the scope and limitations
of these services, how fees are paid, etc.
The Investment Advisory Agreement stipulates the annual fees related to
Giverny’s investment management services. The fee is based on a
percentage of a client’s assets under management. The management fee is
negotiable under certain circumstances.
Although the Investment Advisory Agreement is an ongoing agreement, the
length of service to the client is at the client’s discretion. A client may
terminate the investment advisory relationship by written notice at any time
without penalty. At termination, management fees will be billed on a pro rata
basis for the portion of the quarter during which client assets were under
Giverny’s discretion.
Item 5: Fees and Compensation
Description
Giverny bases its fees on a percentage of assets under management:
approximately 1% per annum (0.25% of assets per quarter).
Current client relationships may exist where the management fees are higher
or lower than the fee listed above. Giverny may charge a lesser or greater
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investment advisory fee based upon mutual agreement with the client and for
certain criteria (e.g., historical relationship, type of assets, anticipated future
earning capacity, anticipated future additional assets, dollar amounts of
assets to be managed, related accounts, account composition, negotiations
with clients, etc.). Lower fees for comparable services may be available from
other sources.
Fee Billing
Clients engage Giverny to provide investment management services on a fee-
only basis. The Firm charges an annual investment management fee based
upon a percentage of the market value of the assets managed by Giverny.
The annual investment management fee charged is approximately 1.00% of
the market value of a client's assets under management, inclusive of cash
and accrued income.
Giverny's annual investment management fee is paid in arrears on a calendar
quarterly basis (i.e. January 1, April 1, July 1, and October 1) and calculated
based on ¼ of the annual fee (approx. 0.25% per quarter) of the market value
of a client's assets under management on the last trading day of the prior
calendar quarter. Unless otherwise directed by the client, Giverny’s
management fee is debited on a quarterly basis by the custodian directly from
the client’s account.
If the investment management relationship begins subsequent to the
beginning of a calendar quarter, then the initial fee is prorated over the
remaining days in the initial calendar quarter and debited on the first day of
the following quarter. In the event that the client terminates the engagement
prior to the end of a calendar quarter, the investment management fee is
debited from the client's account on a prorated basis using the number of
days in the calendar quarter that the client's account was under management
and the market value of the account on the day the engagement was
terminated.
Giverny's fees are not adjusted to reflect account deposits or withdrawals
during a quarter. If a client has more than one account with Giverny on which
investment advisory fees are charged, then the fees computed can be based
on the combined market value of those accounts, and the management fee
can be charged to any of the client’s underlying accounts as deemed most
appropriate by the Firm. In the situation where multiple accounts exist under
the same household, then all accounts can be treated on a combined basis
for the purpose of calculating fees and account size.
Giverny reserves the right to negotiate the management fee under certain
circumstances. Giverny does not impose a per client minimum for investment
management services but does have the discretion to do so if the initial
account value is deemed too small to cover expenses related to the
management of the account. The Firm considers accounts of less than
$250,000 as small in proportion to their associated expenses for U.S. clients.
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Other Fees
We buy and sell client securities through the client’s custodian. There are
commission charges assessed to these transactions which are debited
directly from the client’s account by the custodian. These charges depend on
the custodian/broker rates. Giverny does not receive any portion of the
brokerage commissions and/or transaction fees that the client pays to the
custodian or broker. (For more details on brokerage practices, please see
section Brokerage Practices of this Brochure.)
Although Giverny typically selects individual equity securities on behalf of
clients, and therefore avoids additional management fees, a portion of a
client’s account may be invested in money market or other types of mutual
funds (“Fund” or “Funds”). These Funds charge investment management
fees. The advisory fees paid by a client to the Firm are distinct from, and in
addition to, the fees and expenses paid or allocated to a client as a
shareholder of a Fund. A complete explanation of fees and expenses
charged by the Funds is contained in the prospectus delivered by each Fund.
Termination of Agreement
Giverny reserves the right to terminate any client relationship for any reason.
Such termination is done in writing by the Firm and the management fee
would be prorated according to the number of days that a client’s assets were
under management by the Firm.
Item 6: Performance-Based Fees & Side-by-Side Management
Our management fee structure does not change based on a share of the
capital gains or capital appreciation of managed securities. The Firm does not
receive fees that are considered performance-based fees.
Giverny does not use a performance-based fee structure because of the
potential conflict of interest. Performance-based compensation may create an
incentive for an advisor to recommend an investment that may carry a higher
degree of risk to the client.
Certain client accounts may have higher asset-based fees than other
accounts. When the Firm and its investment personnel manage more than
one client account a potential exists for one client account to be favored over
another client account. The Firm and its investment personnel have a greater
incentive to favor client accounts that pay the Firm (and indirectly the portfolio
manager) higher fees.
The Firm manages multiple client accounts. Accordingly, the Firm has
adopted and implemented policies and procedures intended to address
conflicts of interest relating to the management of multiple accounts and the
allocation of investment opportunities.
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Item 7: Types of Clients
Description
Giverny generally provides investment management services mostly to
individuals. Client relationships vary in scope and length of service.
Account Minimums
Giverny does not impose a strict per client minimum for investment
management services but does have the discretion to do so if the initial
account value is deemed too small to cover expenses related to the
management of the account. The Firm considers accounts of less than
$250,000 as small in proportion to their associated expenses for U.S. clients.
Item 8: Methods of Analysis, Investment Strategies and Risk
of Loss
Methods of Analysis
Our objective is to achieve superior risk-adjusted investment returns for our
clients over the long term.
Our primary method of analyzing securities suitable for our clients is
fundamental research and our investment approach is based on Value
Investing. Fundamental research entails analyzing information that is
pertinent to evaluating and estimating the intrinsic value of a company. This
can include, among other things, a company’s annual reports, regulatory
filings, analyst reports, information gathered during meetings with
management, financial newspapers and company press releases.
Investment Strategies
We developed an investment process founded on the core principles of Value
Investing: buying shares in companies with durable competitive advantages,
when the intrinsic value of these businesses is meaningfully higher than their
current share prices.
Each suitable investment is then placed in a Model Portfolio, usually
consisting of between 20-30 equity securities. Each security in the portfolio is
allocated a certain weight in the portfolio. Each client account is then based
on the Model Portfolio to determine the securities included in the client
portfolio and their approximate weight within that portfolio. Each client’s
account is individually managed and may experience performance dispersion
from the Model Portfolio depending on a number of factors, including but not
limited to, the timing of the opening of a client account, specific client needs,
differences in the weight of a particular security that are deemed reasonable
by the Firm, etc. Our investment strategy is long-term in nature which has the
added benefit of keeping portfolio turnover low and minimizing capital gain
and transaction costs relative to many more active strategies.
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Risk of Loss
All forms of investing have certain risks that are borne by the client. While our
investment approach keeps the risk of loss in mind, clients still face the
following risks, among others:
• Market Risk: The price of a security, bond, or mutual fund may drop in
reaction to tangible and intangible events and conditions. This type of
risk is caused by external factors independent of a security’s particular
underlying circumstances. For example, political, economic and social
conditions may trigger market events.
• Value Investing Risk: A value stock may decrease in price or may not
increase in price to the extent anticipated by the Firm if it remains
undervalued by the market or the factors that the portfolio manager
believes will cause the stock’s price to increase do not occur. Value
investing may be out of favor with investors from time to time, and
value stocks may underperform other securities (such as growth
stocks) or the stock market in general.
• Non-U.S. Securities: Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic, or regulatory
conditions in foreign countries. These risks include fluctuations in
foreign currencies, withholding or other taxes, trading, settlement,
custodial, and other operational risks, and the less stringent investor
protection and disclosure standards of some foreign markets. All of
these factors can make foreign investments, especially those in
emerging markets, potentially more volatile and less liquid than U.S.
investments. In addition, foreign markets can perform differently from
the U.S. market.
•
Interest-rate Risk: Fluctuations in interest rates may cause investment
prices to fluctuate. For example, when interest rates rise, yields on
existing bonds become less attractive, causing their market values to
decline.
•
Inflation Risk: When any type of inflation is present, a dollar today will
not buy as much as a dollar next year, because purchasing power is
eroding at the rate of inflation.
• Currency Risk: Overseas investments are subject to fluctuations in the
value of the dollar against the currency of the investment’s originating
country. This is also referred to as exchange rate risk.
• Reinvestment Risk: This is the risk that future proceeds from
investments may have to be reinvested at a potentially lower rate of
return (i.e. interest rate). This primarily relates to fixed income
securities.
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• Business Risk: These risks are associated with a particular industry or
a particular company within an industry. For example, oil-drilling
companies depend on finding oil and then refining it, a lengthy
process, before they can generate a profit. They carry a higher risk of
profitability than an electric company, which generates its income from
a steady stream of customers who buy electricity no matter what the
economic environment is like.
• Liquidity Risk: Liquidity is the ability to readily convert an investment
into cash. Generally, assets are more liquid if many traders are
interested in a standardized product. For example, Treasury Bills are
highly liquid, while real estate properties are not.
• Financial Risk: Excessive borrowing to finance a business’ operations
increases the risk of profitability, because the company must meet the
terms of its obligations in good times and bad. During periods of
financial stress, the inability to meet loan obligations may result in
bankruptcy and/or a declining market value.
• Board Service: If a related person of the Firm serves on the board of
directors of a company, the Firm may, from time to time, be limited in
its ability to buy or sell securities that are held or under consideration
by the company.
Risk Acknowledgment: Giverny does not guarantee the future performance of
any client account or any specific level of performance, the success of any
investment that the Firm may purchase for the client, or the success of the
Firm’s overall management of the client’s account or accounts. The client
understands that the investment decisions made for his/her account by the
Firm are subject to various market, currency, economic, political and business
risks, and that investment decisions will not always be profitable.
Item 9: Disciplinary Information
Legal and Disciplinary
The Firm and its employees have not been involved in legal or disciplinary
events related to past or present investment clients.
Item 10: Other Financial Industry Activities and Affiliations
Financial Industry Activities
Giverny is an investment advisor registered with the SEC.
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Affiliations
Giverny has arrangements that are material to its advisory business or its
clients with two related investment advisor, Giverny Capital Advisors LLC and
Giverny Capital Asset Management LLC.
Giverny Capital Advisors LLC is a registered advisory firm based in Princeton,
NJ. Giverny Capital Asset Management LLC is a registered advisory firm
based in New York, NY.
Giverny Capital Advisors LLC and Giverny Capital Asset Management LLC
are 50% owned by Giverny Capital Management Inc., which is owned by
Musee Giverny Capital Inc. Musee Giverny Capital Inc. is controlled by
Francois Rochon, president of Giverny Capital Inc.
Giverny Capital Advisors LLC and Giverny Capital Asset Management LLC
are under common control.
Giverny collaborates with Giverny Capital Advisors LLC and Giverny Capital
Asset Management LLC on portfolio modeling and investment analysis,
including in providing to Giverny Capital Advisors LLC and Giverny Capital
Asset Management LLC a portfolio model that the Firm developed.
Notwithstanding such collaboration, neither the Firm nor its affiliates, Giverny
Capital Advisors LLC and Giverny Capital Asset Management LLC, have
discretion over or access to the other affiliates’ client accounts. In addition,
Giverny Capital Advisors LLC and Giverny Capital Management LLC are
responsible for the implementation of such portfolio model for their clients and
may deviate from such portfolio model. As a result, there may be material
differences, including in timing and execution price, between the performance
of the Firm’s client accounts and that of the Giverny Capital Advisors LLC and
Giverny Capital Asset Management LLC’s client accounts even when their
respective holdings are similar or the same.
The fact that the model portfolio developed by Giverny and used in the
management of its clients’ accounts is provided to and used by its affiliates,
Giverny Capital Advisors LLC and Giverny Capital Asset Management LLC, in
the management of their respective clients’ accounts could present potential
conflicts of interest since the Firm, Giverny Capital Advisors LLC and Giverny
Capital Asset Management LLC may be purchasing or selling the same
securities for their respective clients’ portfolios at or around the same time. To
ensure that one firm (and its clients) are not advantaged to the detriment of
the others when executing a trade for their clients, the Firm, Giverny Capital
Advisors LLC and Giverny Capital Asset Management LLC have implemented
policies, procedures and controls that span across the three entities.
Instructions regarding modifications to the Model portfolio, which may or may
not be applied by Giverny Capital Advisors LLC and Giverny Capital Asset
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Management LLC to their client’s portfolios, are communicated at once to all
entities. Because clients of the Firm use a different custodian and broker than
clients of Giverny Capital Advisors LLC and Giverny Capital Asset
Management LLC, individual and "batch" trades will not be executed at the
same time or price for clients of the Firm and clients of Giverny Capital
Advisors LLC and Giverny Capital Asset Management LLC. These
differences may be material. In the event that one firm receives material non-
public information regarding a company, all three affiliated entities will be
prohibited from trading in the respective company’s securities until the
company is removed from the Restricted List of the three firms.
For more information, see the Participation or Interest in Client Transactions
and the Personal Trading sub-sections in Item 11.
Item 11: Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading
Code of Ethics
The employees of Giverny have committed to a Code of Ethics that is
available for review by clients and prospective clients upon request. The
Code of Ethics is an integral part of the Firm’s Compliance Manual.
Participation or Interest in Client Transactions
The Firm’s investment approach is based on buying and selling the same
securities for its clients as it does for the Founder and President of the Firm,
François Rochon. The personal portfolio of François Rochon serves as a
model portfolio (“Model Portfolio”) for the Firm’s clients. This practice may
present a conflict of interest. For example, it would be possible for the model
portfolio to buy or sell shares at a better price than for our client portfolios. In
order to eliminate any potential conflict of interest, the portfolio of François
Rochon is transacted alongside that of the Firm’s clients. Giverny will take all
commercially reasonable steps to ensure that all clients receive fair and
equitable treatment.
Fair treatment of investors is a fundamental policy at Giverny. To ensure a fair
allocation of investment opportunities among its clients, the Firm will ensure
fair and equitable distribution of client orders to meet the requirements of
specific investment objectives while also attempting to minimize transaction
costs. In the case of a new issue of a security or when a security in question
cannot be purchased in sufficient quantity to meet the requirement of each
client account, the allocation is carried out fairly and equitably to meet the
individual investment objectives of each client and to minimize transaction
costs.
Giverny’s employees may buy or sell securities that are also held by clients.
Also, the Firm or a related person/affiliated firm may from time to time buy or
sell securities for their respective clients’ accounts at or about the same time.
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Giverny Capital Inc.
This situation could create conflicts of interest since there could be a potential
economic benefit for the Firm or employees or related persons to the
detriment of the client under certain circumstances. The purchase or sale of a
security by Giverny, one of its employees or a related person/affiliated firm
may affect the market price paid or received by the client. In order to avoid
this, employees, including François Rochon, may not trade their own
securities ahead of client trades. All employees must also comply with the
provisions of Giverny’s Compliance Manual. Moreover, Giverny, Giverny
Capital Advisors LLC and Giverny Capital Asset Management LLC have
implemented policies, procedures and controls that span across the three
entities.
No officer, director or employee of Giverny may effect for himself or herself or
for his or her immediate family (i.e. spouse, minor children) (collectively
"Covered Persons") any transactions in a security which is being actively
purchased or sold, or is being considered for purchase or sale, on behalf of
any of the Firm’s clients, unless in accordance with the following Firm
Procedures. The following procedures have been put into place with respect
to the Firm and its Covered Persons:
1. If the Firm is purchasing or considering for purchase any security on
behalf of a Firm’s client, Covered Persons accounts will transact in
securities alongside client accounts, receive the average price that
clients pay for securities transactions, and pay their share of
transaction costs. In the event that an aggregated order including both
employee and client accounts is only partially filled, the participating
accounts will receive a pro rata allocation. In certain instances (e.g.,
new accounts, terminating accounts, add-on capital, partial
withdrawals), Giverny may purchase or sell securities for employee
accounts when other client accounts are not purchasing or selling the
same security. With limited exceptions, employee accounts will not
receive a more advantageous price than client accounts for a particular
security purchased or sold on the same trading day.
2. Further, Covered Persons should not purchase or sell individual
securities held in Giverny’s investment strategy unless it is through an
account managed by the Firm, or in limited circumstances, the
transaction is pre-cleared by the Chief Compliance Officer.
3. Since the Firm and its affiliated firms generally have the same
investment strategy, the three advisors will occasionally purchase the
same securities on behalf of their clients. In such cases, the three
advisors will generally each place their orders with brokers at
approximately the same time since it is not possible to use combined
block transactions on behalf of both firms. Although the three firms
collaborate in the management of their clients’ portfolio and make
every effort to ensure that the managed accounts of one entity are not
favored at the expense of the managed accounts of the other entities,
the time and execution price of trades on behalf of the Firm and its
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affiliated firms may be materially different. (For more information, see
the Affiliations sub-section in Item 10.)
Exceptions:
1. This policy has been established recognizing that some securities
being considered for purchase and sale on behalf of the Firm’s clients
trade in sufficiently broad markets to permit transactions to be
completed without any appreciable impact on the markets of the
securities. Under certain circumstances exceptions may be made to
the policies stated above. Records of these trades, including the
reasons for the exceptions, will be maintained by the Firm.
2. Open-end mutual funds and/or the investment subdivisions which may
comprise a variable insurance product are purchased or redeemed at a
fixed net asset value price per share specific to the date of purchase or
redemption. As such, transactions in mutual funds and/or variable
insurance products by Covered Persons are not likely to have an
impact on the prices of the fund shares in which clients invest, and are
therefore not prohibited by the Firm.
3. Some potentially material differences may exist between the Firm and
its affiliated firm due to securities being purchased on different
exchanges and/or at different times and other possible factors.
Ad-hoc rebalancing of client portfolios, either based on a client request
(for example, due to a deposit or withdrawal of fund) or for any reason
deemed appropriate by Giverny, are not coordinated with its affiliated
firm or necessarily combined with other transactions. We do not
engage in cross-selling and it is possible that different clients, either
within our Firm or with our affiliated firm, will participate on both sides
of a transaction in the same security. Similarly, the Firm will not effect
cross-transactions between client accounts.
In accordance with Section 204A of the Investment Advisers Act of 1940, the
Firm also maintains and enforces written policies reasonably designed to
prevent the misuse of material non-public information by the Firm or any
person associated with the Firm. There are reporting requirements, detailed
in the Firm's Compliance Manual, regarding these policies. (For more
information, see the Affiliations sub-section in Item 10.)
Personal Trading
The Chief Compliance Officer of Giverny Capital is François Campeau. He
personally pre-clears employees’ personal transactions requests. Employees’
trades are reviewed each quarter. The personal trading pre-clearance
requirement and review ensure that the personal trading of employees does
not affect the markets, and that clients of the Firm receive equal or
preferential treatment.
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Item 12: Brokerage Practices
Selecting Brokerage Firms
To the extent that the client requests that the Firm recommend a broker-
dealer/custodian for execution and/or custodial services, the Firm generally
recommends that investment management accounts be maintained at
Charles Schwab & Co. (“Schwab”). For accounts domiciled in Canada the
Firm generally recommends National Bank Independent Network ("NBIN"), a
division of National Bank Financial Inc. Prior to engaging the Firm to provide
investment management services, the client will be required to enter into an
Investment Advisory Agreement with the Firm setting forth the terms and
conditions under which the Firm shall manage the client's assets, and a
separate custodial/clearing agreement with each designated broker-
dealer/custodian. The Investment Advisory Agreement between the Firm and
the client will continue in effect until terminated by either party by written
notice in accordance with the terms of the Investment Advisory Agreement.
Giverny provides investment management services on a discretionary basis.
Unless mitigating circumstances dictate otherwise, account positions are
generally maintained over a long-term basis. Broker-dealers/custodians
charge commissions and/or transaction fees for effecting certain securities
transactions. In addition to the Firm’s investment management fee, brokerage
commissions and/or transaction fees, the client will also incur, relative to all
money market mutual funds purchased by the Firm to hold account cash
balances, charges imposed at the mutual fund level (e.g. fund management
fees and other fund expenses).
Factors which the Firm considers in recommending a particular broker-
dealer/custodian to clients (including Schwab and NBIN) include financial
strength, reputation, execution, pricing, research, and service. In return for
effecting securities transactions through a designated broker-
dealer/custodian, the Firm may receive certain investment research products
and/or services which assist the Firm in its investment decision-making
process for the client pursuant to Section 28(e) of the Securities Exchange
Act of 1934. In such a case, the Firm receives a benefit because it does not
have to produce or pay for the investment research product/service.
The services the Firm receives from the custodians it recommends are
related to the management of client accounts. For example, the custodial
interface we use allows us to manage all our client accounts at once through
a common IT interface. The custodians also have a customer service
organization that specifically works with our Firm to resolve client issues.
Since our relationship with the custodians facilitate the management of our
client accounts and is a benefit to us, there is a conflict of interest that arises
from those benefits we receive which could affect our ability to select another
broker dealer which could better serve our client needs.
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Giverny Capital Inc.
Best Execution
Although the commissions paid by Firm’s clients shall comply with the Firm’s
duty to obtain best execution, a client may pay a commission that is higher
than another qualified broker-dealer might charge to effect the same
transaction where the Firm determines, in good faith, that the commission is
reasonable in relation to the value of the brokerage and research services
received. In seeking best execution, the determinative factor is not the lowest
possible cost, but whether the transaction represents the best qualitative
execution, taking into consideration the full range of a broker-dealer's
services, including the value of research provided, execution capability,
commission rates, and responsiveness. Accordingly, although the Firm will
seek competitive rates, it may not necessarily obtain the lowest possible
commission rates for client account transactions. The brokerage commission
paid by a specific client is exclusive of, and in addition to, the Firm’s
investment management fee.
A client may direct the Firm to use a particular broker-dealer (subject to the
Firm's right to decline and/or terminate the engagement) to execute some or
all transactions for the client's account. In such event, the client will
negotiate terms and arrangements for the account with that broker-dealer,
and the Firm will not seek better execution services or prices from other
broker-dealers or be able to “batch” the client's transactions for execution
through other broker-dealers with orders for other accounts managed by the
Firm. As a result, a client may pay higher commissions or other transaction
costs or greater spreads, or receive less favorable net prices, on transactions
for the account than would otherwise be the case. In the event that
transactions for client accounts are effected through a broker-dealer that
refers investment management clients to the Firm, the potential for conflict of
interest may arise.
Order Aggregation
Transactions for each client account generally will be effected independently,
unless the Firm decides to purchase or sell the same securities for several
clients at approximately the same time. The Firm may (but is not obligated to)
combine or “batch” such orders to obtain best execution, to negotiate more
favorable commission rates or to allocate equitably among the Firm’s clients
differences in prices and commissions or other transaction costs that might
have been obtained had such orders been placed independently. Under this
procedure, transactions will be averaged as to price and will be allocated
among Firm’s clients in proportion to the purchase and sale orders placed for
each client account on any given day. To the extent that the Firm determines
to aggregate client orders for the purchase or sale of securities, including
securities in which the Firm’s principal(s) and/or associated person(s) may
invest, the Firm shall generally do so in accordance with the parameters set
forth in SEC No-Action Letter, SMC Capital, Inc. The Firm shall not receive
any additional compensation or remuneration as a result of the aggregation.
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Giverny Capital Inc.
Item 13: Review of Accounts
Periodic Reviews
The review of client accounts is conducted by the Firm on no less than a
quarterly basis. The review of accounts is performed to align the client's
portfolio holdings with the Model Portfolio to a reasonable extent and in
consideration of any special circumstances or unique needs of a client.
Review Triggers
Other conditions that may trigger a review are changes in the tax laws, new
investment information, and changes in a client's own situation. Clients are
advised that they are responsible to advise Giverny of any changes in their
personal objectives and/or financial situation, and all clients are encouraged
to contact the Firm to review their account performance on a regular basis.
To the extent that Giverny relies on information provided by client consultants
(accountants, attorneys, etc.), Giverny assumes that such information is
accurate and reflective of the client's financial situation.
Regular Reports
Each client receives monthly reports from the Firm which include an appraisal
of the account or accounts, a performance history report that includes the
performance of the account relative to our benchmark, and a statement of
management fees assessed to the account.
Item 14: Client Referrals and Other Compensation
Referrals
The Firm may, from time to time, compensate either directly or indirectly, third
parties or affiliates for U.S. clients referred to the Firm. Any such referral
arrangements will comply with the relevant portions of the investment adviser
marketing rule (Rule 206(4)-1). In particular, third party referral arrangements
will be pursuant to an agreement between Giverny and the solicitor, will be
subjected to a certain oversight by the Firm, and all required disclosures will
be made by the person providing the referral.
The Firm may, from time to time, make referrals to its affiliates and receive
compensation as a consequence of that referral. In such a case, the Firm will
comply with the relevant portions of the investment adviser marketing rule
(Rule 206(4)-1).
In Canada, for Canadian clients, Giverny does have referral arrangements
that conform to the rules and regulation set forth by regulatory and legal
bodies in this jurisdiction.
Other Compensation
The Firm receives compensation for services rendered to its affiliate firms,
Giverny Capital Advisors LLC, a registered investment advisor based in
- 14 -
Giverny Capital Inc.
Princeton, New Jersey, and Giverny Capital Asset Management LLC, a
registered investment advisor based in New York, NY.
As described in Item 12 above, the Firm receives benefits from certain
custodians, such as the interface that allows the Firm to manage all of its
client accounts and a customer service organization that works with the Firm
to resolve client issues. There is a conflict of interest that arises from those
benefits that could affect Giverny’s objectivity in recommending custodians to
clients; for example, these benefits create an incentive for Giverny to
recommend certain custodians rather than others. Giverny addresses this
conflict of interest by disclosing it to clients.
The Firm do receive from time to time certain research or other products or
services from broker-dealers through “soft-dollar” arrangements. These “soft-
dollar” arrangements create an incentive for the Firm to select or recommend
broker-dealers based on the Firm’s interest in receiving the research or other
products or services and may result in the selection of a broker-dealer on the
basis of considerations that are not limited to the lowest commission rates
and may result in higher transaction costs than would otherwise be obtainable
by the Firm on behalf of its clients. Please see Item 12 for further information
on Giverny’s “soft-dollar” practices, including Giverny’s procedures for
addressing conflicts of interest that arise from such practices.
Item 15: Custody
Custody
Giverny, when authorized in writing by its clients, deducts advisory fees
directly from their accounts held at the custodian and therefore has limited
custody of these clients’ assets. In such cases, the client’s custodian will send
the client periodic account statements indicating the amounts of any funds or
securities in the account as of the end of the statement period and any
transactions in the account during the statement period. Clients should
receive at least quarterly statements from the custodian that holds and
maintains the client’s investment assets. Giverny urges clients to carefully
review such statements and compare such official custodial records to the
account statements that Giverny provides.
Item 16: Investment Discretion
Discretionary Authority for Trading
The Firm has discretionary authority to manage securities accounts on behalf
of its clients. The Firm has the authority to determine, without obtaining
specific client consent, the securities to be bought or sold, and the amount of
the securities to be bought or sold. This is agreed upon between the Firm
and the client in the Investment Advisory Agreement.
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Giverny Capital Inc.
The client approves the custodian to be used and the commission rates paid
to the custodian. Giverny does not receive any portion of the transaction fees
or commissions paid by the client to the custodian.
Discretionary trading authority facilitates placing trades in accounts on a
client’s behalf so that we may promptly implement the investment
management of the client’s assets under the Firm’s discretion.
Limited Power of Attorney
A limited power of attorney is a trading authorization for this purpose. A client
signs a limited power of attorney so that we may execute trades on the
account.
Item 17: Voting Client Securities
Proxy Votes
Giverny has adopted a proxy voting policy and procedures that are available
upon demand. This policy states that the discretion to vote proxies for a client
account should be exercised keeping in mind the fiduciary’s duty to use its
best effort to preserve or enhance the value of the client account and that
proxy questions should be considered within the individual circumstance of
the issuer. Giverny uses an online platform from a third party services
provider to record its votes.
Clients may contact Giverny, by calling 514-842-5589, to obtain a record of
how the Firm voted the proxies for their account.
Giverny recognizes that the potential for conflicts of interest could arise in
situations where we have discretion to vote client proxies and where we have
material business relationships or material personal/family relationships with
an issuer (or with a potential target or acquirer, in the case of a proxy vote in
connection with a takeover). To address these potential conflicts we have
established a Proxy Voting Committee (the “Committee”). The Committee
consists of the Chief Compliance Officer and the Ultimate Designated Person.
The Committee will meet to decide how to vote the proxy of any security with
respect to which we have identified a potential conflict. Final decisions on
proxy voting will ultimately be made with the goal of enhancing the value of
Giverny’s clients’ investments.
Item 18: Financial Information
Financial Condition
Item 18 requires Giverny to provide you with certain financial information or
disclosures about our financial condition. Giverny does not have any financial
commitment that impairs our ability to meet our contractual and fiduciary
commitments to Clients, and we have not been the subject of a bankruptcy
proceeding.
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Giverny Capital Inc.
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Giverny Capital Inc.
Brochure Supplement (Part 2B of Form ADV)
Education and Business Standards
Giverny requires that all individuals who give advice on behalf of the Firm
must have earned a college degree and/or have substantive investment-
related experience. In addition, all such individuals shall have attained all
required investment-related licenses and/or designations.
Professional Certifications
Employees have earned certifications and credentials that are required to be
explained in further detail.
Francois Rochon (CRD# 4763502)
Item 1: Cover Page
Francois Rochon (CRD# 4763502)
Founder & President of Giverny Capital Inc.
759, Square-Victoria St., Suite 105, Montreal, QC, Canada, H2Y 2J7
1-888-GIVERNY
Date of Brochure Supplement: 12/23/2025
This brochure supplement provides information about Francois Rochon
that supplements the applicable Giverny Capital Inc.’s ADV brochure. You
should have received a copy of that brochure. Please contact our Firm
(phone: (514) 842-5589, or email: info@givernycapital.com) if you did not
receive Giverny Capital Inc.’s brochure or if you have any questions about
the contents of this supplement.
Additional information about Francois Rochon is available on the SEC's
website at www.adviserinfo.sec.gov.
Item 2: Educational Background and Business Experience
Name: Francois Rochon
Born: 1968
Educational Background:
Institut national de la recherche scientifique (INRS), 1992, MS Engineering
École Polytechnique de Montréal, 1990, Bachelor of Engineering (Electrical)
Business Background:
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Giverny Capital Inc.
Giverny Capital Inc., Founder & President
1998 – Present
Item 3: Disciplinary Information
No material legal or disciplinary events to disclose
Item 4: Other Business Activities
Sits on the board, the art acquisition committee and the investment
committee of the Albright-Knox Art Gallery in Buffalo as well as on
the board of trustees and the art acquisition committee of the
Hirshhorn Museum in Washington, D.C. In Canada, he sits on the
boards of Musée National des beaux-arts du Québec, Musée
Giverny Capital and Fondation Giverny pour l’art Contemportain as
well as on the art acquisition committee of Musée des beaux-arts de
Montréal.
Francois Rochon is the ultimate beneficial owner of Giverny Capital
Management Inc. which is part owner of Giverny Capital Advisors
LLC, an investment advisor firm based in Princeton, New Jersey.
François Rochon is a registered investment adviser representative
of Giverny Capital Advisors LLC. Patrick Leger is the supervisor of
François Rochon for activities conducted under Giverny Capital
Advisors LLC.
Francois Rochon is the ultimate beneficial owner of Giverny Capital
Management Inc. which is part owner of Giverny Capital Asset
Management LLC, an investment advisor firm based in New York,
New York. David Poppe is the supervisor of all individuals,
including Mr. Rochon, associated with Giverny Capital Asset
Management LLC.
(For more information, see the Affiliations sub-section in Item 10 of
Part 2A of Form ADV within this Brochure.)
Item 5: Additional Compensation
No additional compensation to disclose
Item 6: Supervision
Francois Rochon is the founder of Giverny Capital Inc. He is not
directly supervised by an individual at the Firm.
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Giverny Capital Inc.
Jean-Philippe Bouchard (CRD# 5872436)
Item 1: Cover Page
Jean-Philippe Bouchard (CRD# 5872436)
Vice-President of Giverny Capital Inc.
759, Square-Victoria St., Suite 105, Montreal, QC, Canada, H2Y 2J7
1-888-GIVERNY
Date of Brochure Supplement: 12/23/2020
This brochure supplement provides information about Jean-Philippe
Bouchard that supplements the applicable Giverny Capital Inc.’s ADV
brochure. You should have received a copy of that brochure. Please
contact our Firm (phone: (514) 842-5589, or email:
info@givernycapital.com) if you did not receive Giverny Capital Inc.’s
brochure or if you have any questions about the contents of this
supplement.
Additional information about Jean-Philippe Bouchard is available on the
SEC's website at www.adviserinfo.sec.gov.
Item 2: Educational Background and Business Experience
Name: Jean-Philippe Bouchard
Born: 1979
Educational Background:
Concordia University, 2002, Bachelor of Commerce
Business Background:
Giverny Capital Inc., Vice-President
2002 – Present
Item 3: Disciplinary Information
No material legal or disciplinary events to disclose
Item 4: Other Business Activities
Jean-Philippe Bouchard is a registered investment adviser
representative of Giverny Capital Advisors. Patrick Leger is the
supervisor of all individuals associated with Giverny Capital
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Giverny Capital Inc.
Advisors.(For more information, see the Affiliations sub-section in
Item 10 of Part 2A of Form ADV within this Brochure.)
Item 5: Additional Compensation
Jean-Philippe Bouchard may from time to time receive cash
compensation or bonuses from the Firm based on the amount of
new assets under management or the value of the accounts of new
clients brought to the Firm.
Item 6: Supervision
Jean-Philippe Bouchard is vice-president of Giverny Capital Inc. He
is supervised by François Rochon, president and ultimate
designated person of the Firm.
Nicolas L’Écuyer (CRD# 6504100)
Item 1: Cover Page
Nicolas L’Écuyer (CRD# 6504100)
Business Development Director of Giverny Capital Inc.
759, Square-Victoria St., Suite 105, Montreal, QC, Canada, H2Y 2J7
1-888-GIVERNY
Date of Brochure Supplement: 12/23/2020
This brochure supplement provides information about Nicolas L’Écuyer
that supplements the applicable Giverny Capital Inc.’s ADV brochure. You
should have received a copy of that brochure. Please contact our Firm
(phone: (514) 842-5589, or email: info@givernycapital.com) if you did not
receive Giverny Capital Inc.’s brochure or if you have any questions about
the contents of this supplement.
Additional information about Nicolas L’Écuyer is available on the SEC's
website at www.adviserinfo.sec.gov
Item 2: Educational Background and Business Experience
Name: Nicolas L’Écuyer
Born: 1968
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Giverny Capital Inc.
Educational Background:
École Polytechnique de Montréal, 1990, Bachelor of Engineering
(Physics)
Business Background:
Giverny Capital Inc., Business Development Director
2012 – Present
Giverny Capital Inc., Marketing Director
2005 – 2012
Item 3: Disciplinary Information
No material legal or disciplinary events to disclose
Item 4: Other Business Activities
Nicolas L’Écuyer is a registered investment adviser representative
of Giverny Capital Advisors. Patrick Leger is the supervisor of all
individuals associated with Giverny Capital Advisors. (For more
information, see the Affiliations sub-section in Item 10 of Part 2A of
Form ADV within this Brochure.)
Item 5: Additional Compensation
Nicolas L’Écuyer may from time to time receive cash compensation
or bonuses from the Firm based on the amount of new assets
under management or the value of the accounts of new clients
brought to the Firm.
Item 6: Supervision
Nicolas L’Écuyer is supervised by François Rochon, president and
ultimate designated person of the Firm.
Sebastien Genest-Roy (CRD# 7232815)
Item 1: Cover Page
Sebastien Genest-Roy (CRD# 7232815)
Business development advisor at Giverny Capital Inc.
759, Square-Victoria St., Suite 105, Montreal, QC, Canada, H2Y 2J7
1-888-GIVERNY
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Giverny Capital Inc.
Date of Brochure Supplement: 12/23/2020
This brochure supplement provides information about Sebastien Genest-
Roy that supplements the applicable Giverny Capital Inc.’s ADV brochure.
You should have received a copy of that brochure. Please contact our
Firm (phone: (514) 842-5589, or email: info@givernycapital.com) if you did
not receive Giverny Capital Inc.’s brochure or if you have any questions
about the contents of this supplement.
Additional information about Sebastien Genest-Roy is available on the
SEC's website at www.adviserinfo.sec.gov.
Item 2: Educational Background and Business Experience
Name: Sebastien Genest-Roy
Born: 1987
Educational Background:
Institut québécois de planification financière, 2020, Financial
planner diploma
Canadian Securities Institute, 2019, Chartered Investment Manager
designation (CIM). CIM designation requirements:
• Successful completion of the course curriculum (3 courses
and exams). Have obtained two years of relevant work
experience. Agree to adhere to the CIM Code of Ethics.
Maintenance of the CIM designation also requires to
complete the minimum continuing education requirements
(30 hours) over every two year cycle.
• This designation satisfies the compulsory education
component required in the province of Quebec to obtain an
associate advising representative of portfolio manager
registration with the Autorité des marchés financiers.
Sébastien Genest-Roy also successfully completed the exams and
related compulsory education requirements in the province of
Quebec to obtain from the Autorité des marchés financiers the
licenses required in the context of his past employment in the
insurance field (commercial damage insurance) and as a Financial
security advisor. Sebastien Genest-Roy no longer hold these
licenses.
CFP Lévis, 2005, Automated Systems Electromechanics
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Giverny Capital Inc.
Business Background:
Giverny Capital Inc., Business development advisor
2018 – Present
HUB International Quebec Ltd, Vice-president Surety bonding and
insurance agent
2013 – 2018
Federated Insurance, Insurance Agent
2009 – 2013
Western Financial / Western Life, Financial security advisor
2009 – 2013
Item 3: Disciplinary Information
No material legal or disciplinary events to disclose
Item 4: Other Business Activities
No other business activities to disclose
Item 5: Additional Compensation
Sebastien Genest-Roy may from time to time receive cash
compensation or bonuses from the Firm based on the amount of
new assets under management or the value of the accounts of new
clients brought to the Firm.
Item 6: Supervision
Sebastien Genest-Roy is a business development advisor. He is
supervised by François Rochon, president and ultimate designated
person of the Firm.
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Giverny Capital Inc.