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Item 1. Cover Page
Form ADV 2A Brochure
March 18, 2025
5031 Forest Drive, Suite A
New Albany, Ohio 43054
Phone: (614) 656-3638
E-Mail: clientservices@kennongreen.com
Website: www.kennongreen.com
This brochure provides information about the qualifications and business practices of Kennon-Green & Co. If
you have any questions about the contents of this brochure, please contact us at (614) 656-3638 or
clientservices@kennongreen.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.
information about Kennon-Green & Co.
is also available on the SEC’s website at
Additional
www.adviserinfo.sec.gov.
Kennon-Green & Co. is an investment adviser registered with the U.S. Securities and Exchange
Commission (“SEC”). Registration with the SEC does not imply a certain level of skill or training.
Page 1 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Item 2. Material Changes
The Firm’s most recent Annual Updating Amendment was dated March 27, 2024. It subsequently filed an Other-
than-Annual Updating Amendment, dated December 12, 2024, which contained material changes related to the
following:
• Updated Address – As previously disclosed in a prior Form ADV filing, Kennon-Green & Company, LLC
announced to its private clients on November 27, 2023, that it was relocating from Newport Beach,
California to New Albany, Ohio, one of the wealthiest cities in the United States and located within
approximately 500 miles of 50% of the population of the United States and Canada. Shortly thereafter,
that relocation was effectuated. As a result, the Firm conducted all material operations from the
Managing Directors’ private residence in New Albany, Ohio - which they had acquired prior to the
November 27, 2023 announcement - for the near totality of 2024 as Messrs. Kennon and Green searched
for appropriate commercial space in the area to lease, purchase, or construct. Ultimately, towards the
end of 2024, the Managing Directors formed a special purpose Ohio real estate holding company that
acquired a commercial building which was then leased to the Firm. On December 12, 2024, Kennon-
Green & Co. officially updated its address to 5031 Forest Drive, Suite A, New Albany, Ohio 43054.
• Updated Phone Number – While the concept of geographically-specific phone numbers is absurdly
anachronistic in the modern world, and bears little to no resemblance to how individuals and companies
satisfy their telecommunication requirements (especially in the case of a geographically diversified Firm
such as Kennon-Green & Co.), for the sake of cosmetic consistency, the Managing Directors decided to
update the Firm’s primary telephone number to (614) 656-3638.
In addition, this Annual Updating Amendment includes refinements to Item 8. Methods of Analysis, Investment
Strategies, and Risk of Loss based upon changes in regulatory, economic, and political conditions the Firm
believes are relevant to capital allocation. It also includes an expansion to Item 5. Fees and Compensation
detailing changes to Charles Schwab & Co.’s client statements as well as how Schwab’s Portfolio Connect software
system may result in immaterial proportionate allocation differences based upon rounding.
Otherwise, the Firm believes that all other updates and changes are non-material.
Page 2 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Item 3. Table of Contents
Item 1. Cover Page ................................................................................................................................................................................... 1
Item 2. Material Changes ..................................................................................................................................................................... 2
Item 3. Table of Contents .................................................................................................................................................................... 3
Item 4. Advisory Business .................................................................................................................................................................... 5
Item 5. Fees and Compensation ........................................................................................................................................................ 7
Fee Billing ............................................................................................................................................................................................. 8
Financial Planning Disclosure and Related Conflicts of Interest ...................................................................................... 10
Other Fees ........................................................................................................................................................................................... 11
IRA Rollover Considerations .......................................................................................................................................................... 11
Item 6. Performance-Based Fees and Side-By-Side Management ........................................................................................14
Item 7. Types of Clients ...................................................................................................................................................................... 16
Item 8. Methods of Analysis, Investment Strategies, and Risk of Loss ................................................................................. 17
Methods of Analysis ......................................................................................................................................................................... 17
Investment Strategies...................................................................................................................................................................... 17
Risk of Loss ....................................................................................................................................................................................... 20
Item 9. Disciplinary Information ..................................................................................................................................................... 31
Item 10. Other Financial Industry Activities and Affiliations ................................................................................................... 31
Item 11. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ................................ 32
Item 12. Brokerage Practices ............................................................................................................................................................ 33
Item 13. Review of Accounts ............................................................................................................................................................. 37
Item 14. Client Referrals and Other Compensation ................................................................................................................... 37
Item 15. Custody ................................................................................................................................................................................... 37
Item 16. Investment Discretion ........................................................................................................................................................ 38
Item 17. Voting Client Securities ...................................................................................................................................................... 38
Item 18. Financial Information ......................................................................................................................................................... 38
Additional Information ....................................................................................................................................................................... 39
Class Action Lawsuits for Securities Positions ....................................................................................................................... 39
Trade Errors ...................................................................................................................................................................................... 39
Client Privacy .................................................................................................................................................................................... 39
Personal Writings and Publications .......................................................................................................................................... 40
The Kennon-Green & Co. Credo ..................................................................................................................................................41
Form ADV Part 2B “Brochure Supplement” .................................................................................................................................. 43
Item 1. Cover Page – Joshua A. Kennon ......................................................................................................................................... 43
Item A .................................................................................................................................................................................................. 43
Item B .................................................................................................................................................................................................. 43
Page 3 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Item 2. Mr. Kennon’s Educational Background and Business Experience .......................................................................... 44
Item 3. Mr. Kennon’s Disciplinary Information ........................................................................................................................... 44
Item 4. Mr. Kennon’s Other Business Activities .......................................................................................................................... 45
Item 5. Mr. Kennon’s Additional Compensation ......................................................................................................................... 45
Item 6. Mr. Kennon’s Supervision ................................................................................................................................................... 46
Form ADV Part 2B “Brochure Supplement” .................................................................................................................................. 47
Item 1. Cover Page – Aaron M. Green ............................................................................................................................................ 47
Item A .................................................................................................................................................................................................. 47
Item B .................................................................................................................................................................................................. 47
Item 2. Mr. Green’s Educational Background and Business Experience ............................................................................. 48
Item 3. Mr. Green’s Disciplinary Information .............................................................................................................................. 48
Item 4. Mr. Green’s Other Business Activities ............................................................................................................................. 49
Item 5. Mr. Green’s Additional Compensation ............................................................................................................................ 49
Item 6. Mr. Green’s Supervision ...................................................................................................................................................... 49
Page 4 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Item 4. Advisory Business
Kennon-Green & Company, LLC (the “Firm” or “Kennon-Green & Co.”) was organized as a Missouri Limited
Liability Company on October 9, 2015, and initially became registered with the State of Missouri on September
20, 2016, the State of Texas on October 26, 2016, the State of California on June 7, 2018, and the State of Michigan
on November 14, 2019. On July 15, 2022, Kennon-Green & Co. became registered with the United States Securities
and Exchange Commission (“SEC”), transitioning from its former registration at the state level. The Firm is
located in New Albany, Ohio, which the Managing Directors selected following a nationwide search, because it is
one of the wealthiest cities in the world and enjoys substantial geographic advantages due to being located within
approximately 500 miles of 50% of the population of the United States and Canada.
The Firm is owned in its entirety by its founders and Managing Directors, Joshua A. Kennon and Aaron M. Green,
who are married. Messrs. Kennon and Green compose both the Management Committee responsible for the
day-to-day management of the Firm and the Investment Committee responsible for making capital allocation
decisions for client accounts. For more information about the members of the Investment Committee, see the
Form ADV Part 2B Brochure Supplements at the end of this document.
Kennon-Green & Co. designs, constructs, monitors, and maintains bespoke portfolios with an emphasis on
serving affluent and high net worth individuals and families. The Firm will also work with trusts, corporations,
partnerships, other business entities, state or municipal government entities, pension and profit sharing plans,
educational organizations, endowment funds, charitable organizations and foundations including donor-advised
funds, family offices, banks, insurance companies, and other institutions. These portfolios are structured as
individually managed accounts and are held by a qualified third-party custodian such as a registered broker-
dealer or bank trust company. Accounts are managed on a discretionary basis, which means the Firm makes
capital allocation decisions for the account and does not seek client permission prior to placing trades.
Portfolios are built from the ground up, component by component. The types of securities and asset classes held
in a client account at any given time will depend upon numerous factors including the account’s investment
strategy, mandate, market conditions, and the needs, circumstances, and preferences of the client. Generally,
portfolios are constructed either exclusively, or in some combination, of common stocks, preferred stocks, fixed-
income securities such as those issued by the U.S. government, agencies, foreign governments, corporations, and
municipalities, warrants, derivatives (e.g., written cash-secured equity puts or written covered calls), real estate
investment trusts, master limited partnerships, royalty unit trusts, mutual fund shares, exchange traded fund
shares, commercial paper, certificates of deposit, money market funds, and any other security or asset that the
Firm believes to be appropriate, in the best interest of the client, and permitted by applicable regulations. The
Firm may also utilize forward contracts in certain cases in an attempt to hedge currency exchange risk on foreign
securities if requested by a client with at least $10 million in assets under management. To learn more about
some of the risks of these securities and strategies, see Item 8. Methods of Analysis, Investment Strategies, and
Risk of Loss beginning on page 17.
Although portfolios are generally tailored to the individual client’s unique needs, circumstances, and preferences
– for example, the Firm may allow a client to place reasonable restrictions on an account such as honoring a
request to abstain from ownership of securities issued by tobacco companies in accordance with the client’s
moral and ethical beliefs – the Firm adheres to a philosophy known as value investing with the particular strategy
employed usually focusing on a value, high dividend, defensive balanced, fixed-income, passive, or bespoke
approach. These strategies are explained in detail in Item 8. Methods of Analysis, Investment Strategies, and Risk
of Loss beginning on page 17.
Kennon-Green & Co. is a fee-only investment advisory firm that is bound by a fiduciary duty to act in the best
interest of the client. Clients pay the Firm fees for its services, usually as a percentage of assets under
management although the Firm may agree to be compensated on a flat fee basis from time to time at its sole
discretion. Kennon-Green & Co. may agree to provide advisory services for so-called “held away” accounts such
as work-related retirement plans. In rare cases, at the request of a qualified client, the Firm may agree to manage
an account for performance-based fees. As a fee-only advisor, the Firm does not sell financial products, does not
Page 5 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
receive any commissions, does not receive any markups, does not receive any spreads, and does not accept
referral fees. The Firm feels that this removes many of the incentives and conflicts of interest endemic at other
firms because it allows Kennon-Green & Co. to focus on selecting securities that the Investment Committee
believes are appropriate for a client’s account based upon the strategy and mandate spelled out in the client’s
Investment Policy Statement. Additionally, the Firm does not sponsor, nor does it participate in, a wrap-fee
program.
As of February 11, 2025, Kennon-Green & Co. had $154,558,804 in regulatory assets under management consisting
of $154,558,804 in discretionary assets under management and $0 in non-discretionary assets under
management.
Page 6 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Item 5. Fees and Compensation
Kennon-Green & Co. is a fee-only investment advisory firm. Clients pay the Firm fees for its services, usually as
a percentage of assets under management. The Firm does not accept compensation for the sale of securities or
other investment products, including asset-based sales charges or service fees from the sale of mutual funds.
The Firm manages client assets on a discretionary basis through individually managed accounts, which the Firm
refers to as “private accounts”. Private accounts are held by an independent third-party custodian such as a
registered broker-dealer or bank trust company. Kennon-Green & Co. may also agree to provide advisory
services for so-called “held away” accounts such as work-related retirement plans.
Although Kennon-Green & Co. may at times, and under limited circumstances, negotiate rates and terms on a
case-by-case basis, including higher, lower, or otherwise different billing rates, minimum fees, and minimum
required account sizes, the Firm’s basic billing rates are as follows. Kennon-Green & Co. believes its fees are
reasonable in light of the types of services it provides, the Firm’s experience and expertise, and the sophistication
and bargaining power of its clients. Services similar to those provided by the Firm may be available from other
sources at lower costs. Descriptions of each strategy can be found in Item 8. Methods of Analysis, Investment
Strategies, and Risk of Loss beginning on page 17.
Minimum Account Size
Minimum Annual Fee
Private Account
Investment Strategy
Investment Advisory Fee
(Per Annum)
Value
1.25% on all amounts*
$500,000
for domestic and global
$5,000
for domestic and global
High Dividend
1.25% on the first $25 million*
0.75% thereafter
$5,000,000
for international
$500,000
for domestic and global
$50,000
for international
$5,000
for domestic and global
Defensive Balanced
1.25% on all amounts*
$5,000,000
for international
$500,000
$50,000
for international
$5,000
Passive
$500,000
for domestic and global
$5,000
for domestic and global
Fixed-Income
$500,000
for domestic and global
$4,000
for domestic and global
0.89% on first $1 million
0.79% on next $2 million
0.69% on next $2 million
0.59% on next $5 million
0.49% thereafter
0.75% on first $5 million
0.50% on next $20 million
Negotiated thereafter
Donor-Advised Funds
1.00% on all amounts
$10,000,000
for international
$500,000
$62,500
for international
None
Bespoke
$1,000,000
for domestic and global
$5,000
for domestic and global
Negotiated on a case-by-case
basis depending upon
relationship size, geographic
mandate, complexity, and
other considerations
$5,000,000
for international
$50,000
for international
*The Firm typically targets accounts with at least $500,000 to $10,000,000 in investable assets depending upon
investment strategy and geographic mandate but may accept smaller accounts at its discretion. Smaller accounts
managed using a value, high dividend, or defensive balanced strategy and that have less than $500,000, or which fall
below $475,000 due to withdrawals, will pay 1.50% per annum, instead. For the purposes of fee billing, the Firm may
agree to aggregate smaller accounts for some clients to help them qualify for fee breaks.
Page 7 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
In rare circumstances, the Firm may agree to manage a private account on a discretionary basis for a qualified
client in exchange for performance-based fees but only on the condition such a fee arrangement conforms with
regulatory requirements. Generally, the Firm considers performance-based fee arrangements for private
accounts with $5 million or more of initial funding and charges 20% of any net realized and unrealized gains in
the capital of the account, inclusive of accrued income such as dividends and interest with the account adjusted
for a high water mark, resulting in an 80/20 split in the client’s favor. Private accounts managed under a
performance-based fee agreement are billed monthly, in arrears, and are typically not subject to minimum fees
because the client usually does not pay any fees to the Firm related to the account for a given month unless the
account increases in value above the high water mark in effect during that month or the client has negotiated a
modified performance-based fee calculation that includes a base fee. For more information, see Item 6.
Performance-Based Fees and Side-By-Side Management beginning on page 13.
The Firm may negotiate and agree to certain fee schedules with certain clients at certain times that consist of a
fixed rate that applies to all assets under management, which the Firm refers to as a “flat fee”. In some rare and
limited situations, Kennon-Green & Co. will provide investment advisory services to some clients for substantially
reduced or no advisory fees, such as friends and family members of the Managing Directors, employees of the
Firm, and relatives or children of existing clients, including waiving or modifying minimum required balances and
minimum annual fees.
Fee Billing
Unless the Firm has agreed to an alternative fee billing or calculation methodology with a client, which Kennon-
Green & Co. may do from time to time, investment advisory fees are generally calculated and charged quarterly
in advance at rates equal to 1/4th those shown in the previous chart and based upon the total net market value of
an account inclusive of cash, cash equivalents, and accrued income such as dividends and interest as reported
by the client’s custodian as of the end of the prior quarter.
For clients who have their account(s) held in custody at one or more of the preferred broker-dealers Kennon-
Green & Co. may recommend or require (for more information, see Item 12. Brokerage Practices beginning on
page 33), which also serves as the broker on those respective accounts, fees are ordinarily deducted directly from
the account(s) with the prior written consent of the client. At its sole discretion, the Firm may agree to allow a
client to pay fees from a different account or to invoice the client directly. If the Firm agrees to invoice a client
directly, payment is due immediately. Depending upon the circumstances and the negotiated terms, invoices
not paid promptly may be subject to a late fee that in no event will exceed the lower of 1.50% of the unpaid
balance per month or the applicable statutory maximum for the appropriate jurisdiction.
As Kennon-Green & Co. may begin providing investment management services before assets are received into
the client’s account, fees are typically calculated beginning on the effective date shown in the investment advisory
agreement the client signs with the Firm with fees prorated to the end of the quarter based upon a proportional
calculation of total days under advisement relative to total days in the quarter and the initial funding amount. In
the event the minimum annual fee is applicable, it will be pro-rated in a comparable manner by taking 1/4 the
minimum annual fee adjusted by the same date calculation. The initial services the Firm provides may include
analyzing the client’s unique goals, objectives, assets, and personal circumstances, working with the client to
perform an evaluation of which investing strategy or strategies is appropriate for the client’s situation, beginning
the process of constructing a portfolio for the client by drafting various component lists and asset allocation
models, on-boarding the client into the Firm’s computer systems, assisting in the process of explaining to the
client how to transfer funds into the client’s custody account(s), and working to communicate to the client how
the Firm approaches capital allocation differently than many other asset management companies.
The date the fees will be deducted from the account for the first partial quarter will depend upon numerous
factors including the timing of the initial funding arriving in the account. Kennon-Green & Co. reserves the right
to not deduct the fee for the first partial quarter during that first partial quarter but, instead, to combine the fee
that would have been owed for the partial quarter with (a) subsequent calendar quarter(s) when a sufficient
amount of the initial funding amount has arrived in the account. This deduction may take place as a consolidated
Page 8 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
deduction, in which case fees owed may be grouped and deducted, or as individual deductions, in which case
fees for different periods are deducted as individual transactions.
Until the assets held in client’s account have reached or exceeded the initial funding amount, client’s fees will be
billed and deducted based upon the initial funding amount and not client’s actual account balance with accrued
income. If and when this occurs, the effective fee for any relevant period will be higher than the client’s usual
investment advisory fee when expressed on an equivalent annual basis measured against client’s account balance
in that moment. For example, if a client were to sign an investment advisory agreement on the first day of a
quarter that included an initial funding amount of $1,000,000 and an investment advisory fee rate of 1.25% per
annum, the quarterly fee would be $3,125. If the client had only deposited and/or transferred in $750,000 in
capital into the account on a date when quarterly fees are calculated, the fee would still be based on the initial
funding amount of $1,000,000 that Kennon-Green & Co. has agreed to manage, not the $750,000 figure that had
already arrived in the account. This means the $3,125 fee would be billed and deducted. As a percentage of the
initial funding amount the Firm has agreed to manage, this is the equivalent of 1.25% per annum. However, on
the $750,000 in the account on that particular fee billing date, it is the equivalent of 1.67% per annum. Kennon-
Green & Co. will continue to assume that client intends to meet his, her, or its initial funding amount obligation
as agreed upon in the client’s investment advisory agreement unless notified by client to the contrary. Kennon-
Green & Co. believes this assumption is not only reasonable, but a practical necessity; e.g., to provide one
illustration, clients may have multiple accounts spread across multiple custodians that require consolidation.
During this on-boarding process, the Firm may be required to expend considerable time and effort on behalf of
the client, including providing its advisory services to the client, prior to the arrival of all capital in client’s
account. It is the client’s responsibility to contact Kennon-Green & Co. and request a modification to his, her, or
its investment advisory agreement if client is unable to meet his, her or its agreed-upon initial funding amount.
Note that this paragraph notwithstanding and in order to help clients save money, upon agreement of the
Managing Directors at Kennon-Green & Co., the Firm may consider an initial funding amount met and bill as
ordinary and customary on the slightly lower amount which arrived if all transfers for an incoming account
and/or portfolio have been completed and the amounts deposited were materially equal to the expected initial
funding amount, failing to meet the initial funding amount threshold merely as a result of ordinary market
fluctuations during the on-boarding period.
In order to efficiently process billing, the Firm may opt to utilize Charles Schwab & Co.’s Portfolio Connect system
or similar billing systems from other software vendors from time-to-time. In cases where a client has more than
one account under management at the Firm, the software system(s) employed may result in an immaterial
difference in the specific allocation of the investment advisory fee assignment to any specific account as a result
of its programming methodology than what might have otherwise occurred had the calculation been performed
by hand.
To illustrate: Imagine a hypothetical client with three accounts under management at Kennon-Green & Co. The
overall portfolio size for the client is $5,000,000 consisting of Account “A”, which holds $4,350,000, Account “B”,
which holds $600,000, and Account “C”, which holds $50,000. Further, imagine in this scenario, the Firm has
agreed to relationship pricing so the minimum account size and annual fee applies across all three accounts, not
on each specific account. Historically, the Firm would calculate its investment advisory fees as follows:
•
•
•
Account A = $4,350,000.00 x (0.0125 / 4) = $13,593.75
Account B= $600,000.00 x (0.0125 / 4) = $1,875.00
Account C = $50,000.00 x (0.0125 / 4) = $156.25
Different software systems, however, may have slightly different orders of operations or methodologies for
calculating the exact same fee and assigning it proportionally to specific accounts. For example, Charles Schwab
& Co.’s Portfolio Connect system may:
•
•
Sum the Value of Accounts A, B, and C = $5,000,000.00 x (0.125 / 4) = $15,625.00
Apply a proportionate allocation to each account so that:
o Account A is billed ($4,350,000 / $5,000,000) x $15,625.00 = $13,593.75
Page 9 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
o Account B is billed ($600,000 / $5,000,000) x $15,625.00 = $1,875.00
o Account C is billed ($50,000 / $5,000,000) x $15,625.00 = $156.25
In this illustration, as in nearly all cases, the total fee in both scenarios and the allocation to each specific account
was identical. However, due to rounding and the specific mix of account balances in proportion to the overall
portfolio, it is possible from time to time that different methodologies may result in immaterial rounding
differences. For example, one account may receive an allocation of a few cents more or less under one
methodology versus a different methodology based upon the number of decimal places to which the calculation
carries proportionate allocation.
Additionally, up until the end of 2024, Charles Schwab & Co. included the “Ending Balance with Accrued Income”
on client statements allowing for simple, transparent audit of calculations. Following a forced change in
December 2024 to Schwab’s back-end software systems that Schwab required Advisors to adopt, an oversight on
Schwab’s part caused this figure to become unavailable as it is now only reported to Kennon-Green & Co. as the
institutional fiduciary within Schwab’s Portfolio Connect system. Charles Schwab & Co. informed Kennon-Green
& Co. that restoring the “Ending Balance with Accrued Income” to individual client statements was on the list of
features it is working to roll out in the future, but otherwise the Statements Team at Schwab could provide no
expected release date. This means that until Schwab corrects its oversight, the ending statement balance
provided to clients will continue to understate the actual account balance as it ignores accrued dividends and
interest belonging to the client and upon which the investment advisory fee calculation is based.
Typically, the client or the Firm may terminate the advisory relationship by providing the other thirty calendar
days’ written notice. The thirty-day notice period will begin the day following the day notice is received. Advisory
fees paid in advance will be promptly refunded to the client no later than five business days following the
termination date on a pro-rata basis calculated by the ratio of billing days remaining from the termination date
at the end of the notice period to the end of the quarter. For example, if a client were billed $10,000 in quarterly
fees for the first quarter of a non-leap year and provided thirty calendar days’ written notice of termination of
the advisory relationship on January 15, the notice period would begin the following day on January 16. The
advisory relationship would be terminated on February 15. The client would receive a refund of fees from
February 15 through March 31 for 45 out of 90 days in the quarter, or $5,000, to be mailed, submitted to the
custodian for return to the client, or returned in some other manner, no later than five business days following
February 15th. During the notice period, Kennon-Green & Co. will use reasonable efforts to assist the client in
the process of transferring assets to another institution or advisor or, if the client desires, liquidating the holdings
in an account.
Financial Planning Disclosure and Related Conflicts of Interest
Although certain of its investment advisory and asset management activities inherently contain some degree of
financial planning – e.g., developing an understanding of a client’s financial circumstances and unique needs and
preferences to help ensure the investment mandate for an account is appropriate given all relevant known factors
– Kennon-Green & Co does not hold itself out as providing financial planning, estate planning, or other planning
or financial services such as those related to accounting or taxes. Neither Kennon-Green & Co., nor any of its
representatives, is or are an attorney, accountant, financial planner, CPA, tax professional, or licensed insurance
agent and no portion of the services offered by Kennon-Green & Co. should be construed as such. In some
situations, a client may request that Kennon-Green & Co. recommend the services of another professional for
certain implementation purposes, such as the drafting of a trust instrument by an attorney. Kennon-Green &
Co. receives no referral or any other revenue from any professional it recommends. The client is under no
obligation to use the services of the professional(s) the Firm recommends. In the event a client engages a
professional or professionals recommended by Kennon-Green & Co., the client agrees that, should a dispute arise
relative to that engagement, the client will seek recourse exclusively from and against the engaged professional
or professionals and not the Firm or the employees of Kennon-Green & Co.
To the limited extent that Kennon-Green & Co.’s investment advisory and asset management activities result in
what might be construed as a financial plan being developed and implemented, a conflict of interest exists
Page 10 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
between the Firm and the client. This conflict arises because Kennon-Green & Co. generates revenue by
managing assets for clients and this incentive may result in the Firm and/or the Firm’s Investment Advisor
Representatives being influenced by a conscious or subconscious desire to increase assets under management.
Accordingly, Kennon-Green & Co. informs clients that 1.) client is under no obligation to act upon Kennon-Green
& Co.’s recommendation(s) and 2.) if a client does act upon Kennon-Green & Co.’s recommendation(s), the client
is under no obligation to effect the transaction(s) through the Firm.
A similar conflict of interest arises between the Firm and a client when the client wishes to make a withdrawal of
capital from his, her, or its account. This conflict of interest exists because Kennon-Green & Co.’s business model
was designed after careful consideration by Messrs. Kennon and Green, who wished to remove what they
believed were many of the vices of Wall Street, including short-term behavior, transaction-oriented
relationships, and the lack of fiduciary obligation. Instead, they wished for Kennon-Green & Co. to be structured
in a way that encouraged the Firm and the Firm’s employees to help clients attempt to accumulate financial
wealth over long periods of time through the use of fundamental analysis and a value investing philosophy. This
was achieved by implementing a fee-only business model. Put simply, this business model means that the more
wealth a given client accumulates under management at Kennon-Green & Co., the more the Firm is rewarded,
sharing in the client’s success. Likewise, when a client’s account balance declines, holding all else equal, Kennon-
Green & Co. suffers a decline in revenue generated from that client’s account, sharing in the client’s pain.
This alignment of interest on one hand creates an almost paradoxical conflict of interest on another in that it
means Kennon-Green & Co. and Kennon-Green & Co.’s employees are incentivized to prioritize the attempted
accumulation of wealth in client accounts even if a client would rather use funds for alternative purposes such
as, but not limited to, reduction of debt, the acquisition of luxury goods, travel, and/or charitable giving. This
incentive may consciously or subconsciously influence the Firm and the Firm’s employees to encourage a client
to over-save and/or over-invest beyond what his, her, or its financial needs might require under most economic
and market scenarios, discouraging a client from reducing the market value of the client’s account even if that
reduction might have resulted in the client deriving more enjoyment from his, her, or its money, and/or
experiencing a reduction in interest expenses and/or experiencing a reduction of risk.
Other Fees
Clients may incur other expenses in connection with their investment advisory relationship with Kennon-Green
& Co. These fees and expenses are not earned by the Firm and may include, but are not limited to, brokerage
commissions payable to prime or executing brokers for trades placed on behalf of clients within client accounts,
spreads and markups on fixed-income and other securities, custodian fees payable to the custodian selected to
hold account assets, fees assessed by various exchanges and clearinghouses, ADR fees on foreign securities held
through American Depository Receipts, currency translation fees, and both certain executing fees and other fees
or costs charged and incurred on pooled investment structures such as money market funds, exchange traded
funds, mutual funds, and index funds, which may include additional management fees charged to the pooled
investment structure by third-party portfolio managers above and beyond what Kennon-Green & Co. charges
clients. In some cases, the client’s custodian may invest client cash balances in a sweep money market fund,
sweep bank deposit, or other cash equivalent. Kennon-Green & Co. does not participate in the investment
decisions of the underlying money market funds or other cash equivalents and has no liability in regard to the
performance of these holdings.
Certain defensive strategies used by Kennon-Green & Co. may increase trading activity, resulting in additional
commissions and recognition, for income tax purposes, of gains and losses compared to accounts that do not
employ these techniques. To learn more, see Item 8. Methods of Analysis, Investment Strategies, and Risk of Loss
beginning on page 17.
IRA Rollover Considerations
Under the existing retirement system in the United States, it is not unusual for individuals to accumulate
significant sums of money within an employer-sponsored retirement plan account such as a 401(k) or other plan.
Page 11 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
As part of its investment advisory and asset management services, Kennon-Green & Co. may recommend that a
client withdraw assets from his or her employer’s retirement plan and roll those assets over into an individual
retirement account that the Firm manages on a discretionary basis or, if available, take advantage of a so-called
“brokerage window” that achieves much the same ends and that is only available for certain plans by certain
sponsors.
When Kennon-Green & Co. does this, there are many reasons the Firm believes it is in the best interest of the
client. Depending upon the situation and other relevant factors, those reasons might include, but aren’t
necessarily limited to, the fact this arrangement allows the Firm the opportunity to select individual investments
from among thousands of publicly traded securities rather than a handful of mutual funds or other investments
chosen by the plan administrator, employer, or other party. That, in turn, allows the Firm to tailor the portfolio
to the specific needs, wants, and preferences of the client, including, in some cases, incorporating the client’s
moral and ethical values into the portfolio construction methodology, to more finely tune credit risk and cash-
flow timing trade-offs such as having the client hold FDIC-insured certificates of deposit or U.S. Treasury bills
directly in the client’s custody account with a maturity profile specifically designed for the client’s projected cash
flow needs rather than a generic bond fund or other alternative, and to more finely balance the desire for capital
appreciation and current income by selecting what the Firm believes is an ideal mix of underlying components,
such as overweighting blue chip stocks that have a history of stable and growing dividends for the equity
allocation of an account for a client who is nearing retirement or, depending upon market conditions, more
heavily favoring what the Firm believes to be undervalued smaller capitalization stocks for younger clients with
a higher probability of long stretches of time ahead of them and the financial capacity to weather economic and
capital market storms.
Nevertheless, this presents a conflict of interest for the Firm because Kennon-Green & Co. charges clients
investment advisory fees on money rolled over into an IRA that the Firm manages on a discretionary basis
whereas Kennon-Green & Co. typically won’t receive investment advisory fees on so-called “held-away” assets
in a 401(k) plan or other employer-sponsored retirement plan unless the client has such an arrangement with the
Firm. Depending upon the circumstances, a client may be able to leave his or her existing assets within the
employer or former employer’s 401(k) plan or other plan, roll over the money into his or her new employer’s 401(k)
plan or other plan, take a withdrawal (often taxable and sometimes subject to penalty if done early or not in
accordance with IRS regulations) of the money in his or her 401(k) or other plan, roll over his or her money into
a so-called Rollover IRA or, if available, use the brokerage window option of the plan that achieves much the same
ends while keeping the assets titled in the name of the client’s plan. Each of these potential choices has some
benefits and some drawbacks. For example, the client’s current 401(k) or other plan might have lower fees and
expenses than those the client will incur if he or she has the Firm manage the funds but also offer more limited
investment choices. Likewise, depending upon the state in which the client resides, his or her 401(k) or other
plan could have more asset protection benefits than a Rollover IRA. Yet another difference is that it might be
possible for a client to take out a loan against his or her 401(k) or other plan assets whereas the same cannot be
done with assets held in a Rollover IRA. Accordingly, the Firm encourages each client to consult with his or her
qualified professional tax advisor or CPA to determine what is right for him or her.
In recent years, significant media attention has been devoted to something known as the “Fiduciary Rule”, which
is a regulatory rule promulgated by the United States Department of Labor during the administration of President
Obama. That rule was intended to require financial institutions and wealth managers, including broker-dealers
who do not operate under a fiduciary standard of conduct, to act as fiduciaries when recommending IRA rollovers
to clients and potential clients. The enforcement of the Fiduciary Rule has been delayed several times with one
such delay modifying the first day of enforcement from January 1, 2018 to July 1, 2019 to give the Department of
Labor an additional eighteen months to reassess the proposed regulation in light of extensive public commentary.
Adding to the questions surrounding the future of the Fiduciary Rule, on March 15, 2018, The United States Court
of Appeals for the Fifth Circuit struck down the rule, declaring that the Department of Labor exceeded its
Page 12 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
regulatory authority. Following that court decision, a spokesman for the Department of Labor told Bloomberg
Law, “Pending further review, the Department will not be enforcing the 2016 Fiduciary Rule”1.
On December 18, 2020, the Department of Labor once again reversed course. It adopted the Prohibited
Transaction Exemption 2020-02, which had the effect of sometimes, under certain circumstances, subjecting
401(k) rollovers to more stringent standards. In summary, completing a rollover from a 401(k) plan into a Rollover
IRA could be considered “ERISA advice” unless an exemption were claimed. The exemption, dubbed “Improving
Investment Advice for Workers and Retirees”, would require financial institutions to prove compliance with the
Department of Labor’s “Impartial Conduct Standards”. The exemption changes went into effect on February 16,
2021. However, the Department of Labor and the Internal Revenue Service both agreed to extend a non-
enforcement policy until December 20, 2021.
On October 25, 2021, the Department of Labor issued Field Assistance Bulletin No. 2021-02, announcing a further
delay in full enforcement of the new regulations. In that bulletin, the Department of Labor states, “for the period
from December 21, 2021 through January 31, 2022, the Department will not pursue prohibited transactions claims
against investment advice fiduciaries who are working diligently and in good faith to comply with the impartial
conduct standards for transactions that are exempted in PTE 2020-02 or treat such fiduciaries as violating the
applicable prohibited transaction rules. In addition, from December 21, 2021 through June 30, 2022, the
Department will not pursue prohibited transactions claims against investment advice fiduciaries who are
otherwise in compliance with PTE 2020-02 based solely on their failure to comply with the disclosure and
documentation requirements set forth in Sections II(b)(3) and (c)(3) of that exemption, or treat such fiduciaries
as violating the applicable prohibited transaction rules”.
On February 13, 2023, the U.S. District Court for the Middle District of Florida struck down the U.S. Department
of Labor’s guidance on when rollover advice is viewed as fiduciary under ERISA in American Securities Association
v. U.S. Department of Labor, 22-cv-00330-VMC (ASA), stating that the Department of Labor’s interpretation of
when rollover recommendations can satisfy the “regular basis” portion of the five-part test set forth in the
existing 1975 regulation was arbitrary and capricious.
The Department of Labor attempted, once again, to implement a new Final Rule on April 23, 2024. On July 26,
2024, this newest iteration of the rule was blocked by a Federal court as it was substantially similar to the
Department’s attempt to expand its authority beyond Congressionally approved limits that had been ruled
unconstitutional by the Fifth Circuit in 2018.
Kennon-Green & Co. believes that it is highly probable there will be continued litigation challenging the
regulation on constitutional grounds, the outcome of which cannot be predicted at this time. Regardless of what
the future holds for the Fiduciary Rule, Kennon-Green & Co. intends to comply with applicable laws, rules, and
regulations. That said, it is the Firm’s belief that the regulation is not likely to have any substantive material
influence on the way it conducts business because 1.) Kennon-Green & Co. is already a fiduciary that adheres to
standards of fiduciary conduct when dealing with all clients and all assets under management, not just IRA
rollovers. The Firm’s decision to be a fiduciary in all things was purposeful; a fundamental part of the vision the
Firm’s founders had when establishing Kennon-Green & Co. and their desire to treat clients as they would want
to be treated if the roles were reversed.; and 2.) Historically, the Firm has not found it necessary to solicit
individuals to transfer their retirement funds into a Rollover IRA but, rather, has found itself on the receiving end
1 Reference: Castro-Pagan, Carmen, & Alder, Madison (2018, March 16). Labor Dept. Won’t Enforce the Obama-Era
Fiduciary Rule. Bloomberg BNA. Retrieved from https://www.bna.com/labor-dept-wont-n57982089974/ on
March 19, 2019 at 3:42 p.m., Pacific Time.
Page 13 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
of such unsolicited requests after existing or potential clients approach Kennon-Green & Co. and ask for
assistance in doing so, having already made the decision that they wish to have the Firm manage those funds;
something that is not a surprise given Kennon-Green & Co. specializes in serving affluent and high net worth
investors who, on the whole, are considerably wealthier and more sophisticated than ordinary retail investors
and, as such, are more likely to seek out precisely what they desire.
Item 6. Performance-Based Fees and Side-By-Side Management
As briefly discussed on page 8 as part of Item 5. Fees and Compensation, in rare circumstances and at its sole
discretion, but only on the condition such a fee arrangement conforms with regulatory requirements, Kennon-
Green & Co. may agree to enter into a performance-based fee arrangement for a private account. In all cases,
performance-based fee arrangements will only be made available to a client who is a “qualified client” as defined
under SEC Rule 205-3 (Rule 17 Code of Federal Regulations §275.205-3). The SEC Rule 205-3 definition of a
“qualified client”, as most recently updated for inflation in SEC Release No. 5756 on June 17, 2021, is:
“(i) A natural person who, or a company that, immediately after entering into the contract has at least
$1,100,000 under the management of the investment adviser;
(ii) A natural person who, or a company that, the investment adviser entering into the contract (and any
person acting on his behalf) reasonably believes, immediately prior to entering into the contract, either:
(A) Has a net worth (together, in the case of a natural person, with assets held jointly with a
spouse) of more than $2,200,000. For purposes of calculating a natural person's net worth:
(1) The person's primary residence must not be included as an asset;
(2) Indebtedness secured by the person's primary residence, up to the estimated fair
market value of the primary residence at the time the investment advisory contract is
entered into may not be included as a liability (except that if the amount of such
indebtedness outstanding at the time of calculation exceeds the amount outstanding
60 days before such time, other than as a result of the acquisition of the primary
residence, the amount of such excess must be included as a liability); and
(3) Indebtedness that is secured by the person's primary residence in excess of the
estimated fair market value of the residence must be included as a liability; or
(B) Is a qualified purchaser as defined in section 2(a)(51)(A) of the Investment Company Act of
1940 (15 U.S.C. 80a-2(a)(51)(A)) at the time the contract is entered into; or
(iii) A natural person who immediately prior to entering into the contract is:
(A) An executive officer, director, trustee, general partner, or person serving in a similar
capacity, of the investment adviser; or
(B) An employee of the investment adviser (other than an employee performing solely clerical,
secretarial or administrative functions with regard to the investment adviser) who, in
connection with his or her regular functions or duties, participates in the investment activities
of such investment adviser, provided that such employee has been performing such functions
and duties for or on behalf of the investment adviser, or substantially similar functions or duties
for or on behalf of another company for at least 12 months.”
Full disclosure of all material information regarding the proposed compensation arrangement will be provided to
each qualified client prior to entering into the contract.
Typically, the Firm will consider the following performance-based fee arrangements but may agree to other
arrangements, including higher, lower, or otherwise modified fees, minimum fees, initial funding amounts, and
terms provided they are still within the regulatory requirements:
Page 14 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
• The account has at least $5 million of initial funding.
•
Any realized and unrealized gains in the capital of the account, including accrued dividends, interest,
and other income, are split 80/20 in the client’s favor with the client receiving 80% and the Firm
receiving 20%. The split occurs from the first penny of increase in value and there is no benchmark or
hurdle rate that must be passed first with the exception of any high water mark provision in effect to
protect the client from paying performance-based fees on the same gains more than once.
• The measurement period is monthly based on the value of the account at the end of a calendar month.
Fees are likewise assessed monthly and deducted in the days or weeks following the end of a
measurement period. Any fees owed will be withdrawn automatically from the account by the custodian
on the Firm’s behalf based on prior written permission from the client. The first measurement period is
usually less than a full month unless the client happens to open an account on the first day of a month.
• The account will not be subject to any minimum monthly, quarterly, or annual fee as the client will not
pay anything unless the account increases in value as measured by the agreement during a measurement
period. However, over an extended period of time, it is possible for an account to incur performance-
based fees even if the ultimate value of the account declines or remains the same (see first paragraph
after bullet point list).
• When and if a client or the Firm wishes to terminate an advisory agreement managed under a
performance-based fee arrangement, it can be done by providing the other party thirty calendar days’
written notice. On the day notice is received, the performance calculation of the account is frozen as of
the close of the market on the next trading day, and no subsequent changes in the valuation of the
account thereafter will influence the calculation of performance-based fees. This means the final
measurement period is usually not a full month. During the notice period, the Firm will calculate any
performance-based fees that are due and bill the client. If the client has provided written instructions
to permit the withdrawal of performance-based fees from the account at the custodian, the final
performance-based fees will be withdrawn automatically. There are no refunds of performance-based
fees because accounts managed under a performance-based fee arrangement are billed in arrears. As a
courtesy, during the notice period, the Firm will assist the client in transferring his, her, or its account
to another advisor or institution or, if the client prefers, liquidating the account.
It is important for clients to be aware that the mathematics of such an arrangement make it possible that a client
could pay a performance-based fee during one measurement period only to see the value of an account decline
in a future measurement period. For example, imagine that an account with $5,000,000 ended the first month
at $5,100,000, ended the second month at $4,900,000, and ended the third month at $5,000,000. In the first
month, 80% of the $100,000 profit, or $80,000, would be allocated to the client while the remaining 20%, or
$20,000, would be paid to the Firm as a performance-based fee. In the second month, there would be no
performance-based fee because the account lost value. In the third month, the account increased in value but
still had not recovered to its previous high water mark so there is no performance-based fee and the client keeps
100% of the gain, or $100,000, for the period. At the end of this three-month span, the account is worth the same
$5,000,000 it was at the beginning, yet the Firm was paid $20,000 in performance-based fees.
Additionally, it is important for clients to be aware that under certain conditions a performance-based fee
arrangement could lead to increased activity and higher taxes. For example, imagine that an account with
$5,000,000 held a large block of common stock issued by a company that received an unexpected buyout offer
from a competitor at a price significantly higher than the cost basis in the account. At the end of the monthly
measurement period, the performance-based fee on any gain not subject to the high water mark, realized or
unrealized inclusive of accrued income such as dividends and interest, would be owed. Unless the Firm and the
client have agreed to an alternative billing arrangement, or the client account contains sufficient cash on hand,
the Firm may have to sell the appreciated shares in an amount necessary to cover the performance-based fee
owed to Kennon-Green & Co. This could result in the client owing capital gains taxes, including capital gains
taxes on short-term capital gains, which are taxed at higher rates than long-term capital gains. Furthermore, it
Page 15 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
is possible that, in a future measurement period, the acquisition offer could be rejected or fall through for other
reasons, causing the share price to decline below the client’s original cost basis. In this scenario, the client would
not only have paid performance-based fees despite the shares ultimately losing value during a future
measurement period, but owe taxes on any realized gains that were triggered by the sale of shares in order to
come up with the liquidity to cover those fees.
Accounts managed on a performance-based fee basis present conflicts of interest. One conflict of interest is that
the performance-based fee arrangement could incentivize the Firm to expose the client account to more risk by
having the account hold riskier securities than Kennon-Green & Co. otherwise would have selected in an account
managed under a more typical fee arrangement. This could lead to bigger losses for the client. Another conflict
of interest is that managing accounts that are charged a performance-based fee while simultaneously managing
accounts under other fee arrangements, such as a fixed-rate flat fee or a percentage of assets under management,
leads to an incentive to favor performance-based fee accounts by allocating to such accounts investment
opportunities the Firm believes are particularly favorable.
The Firm attempts to mitigate these conflicts of interest in various ways. For example, regarding the former
conflict of interest, the Firm is independently owned and operated by Messrs. Kennon and Green, who subscribe
to a long-term, value-based investing philosophy. As such, Kennon-Green & Co. believes it is in its self-interest
to manage performance-based accounts prudently in the hope clients do well over periods of many years rather
than focusing on short-term results. If successful, and there is no guarantee it will be as investing presents a
potential for significant losses of capital (for more information about risks, see Item 8. Methods of Analysis,
Investment Strategies, and Risk of Loss beginning on page 17), it would mean the capital base of the client expands
and the Firm enjoys higher revenues from future positive performance in the account, if any. Equally as
important, the Firm believes that satisfied clients with relationships measured in years, decades, and generations
are more likely to recommend the Firm to their friends, family, colleagues, and acquaintances. Kennon-Green &
Co. believes this long-term approach ultimately stands to benefit the Firm more not only financially, but in terms
of a solid reputation, as well. Regarding the latter conflict of interest, Kennon-Green & Co. has adopted policies
and procedures, as well as a Code of Ethics, designed to treat all client accounts fairly and equitably regardless
of the fee arrangement governing the account. To provide an illustration, when appropriate, Kennon-Green &
Co. may aggregate trades across client accounts, buying or selling in a block trade that is then allocated to the
individual accounts. During such allocations, performance-based fee accounts and other accounts managed
under different fee arrangements are treated similarly with allocations based upon the underlying
appropriateness for the individual client account taking into consideration relevant factors. In cases where
trades are placed within individual accounts as opposed to being aggregated as a block trade and then allocated
to individual accounts, the Firm attempts to allocate opportunities in a way that is fair to all clients over time
with no one client receiving preference over another client. To help ensure these measures are successful,
Kennon-Green & Co. reviews trade aggregation and allocation policies as well as its procedures at least annually
to verify that such practices are being followed and that no client is being systematically favored. For more
information, see Item 11. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading
beginning on page 32 as well as Item 12. Brokerage Practices beginning on page 33. Nevertheless, these and other
measures may not always be successful in mitigating a conflict of interest so Kennon-Green & Co. believes it is
important for clients to be aware of how the arrangement may bias the Firm.
Item 7. Types of Clients
Kennon-Green & Co. provides investment advisory services to high net worth individuals as well as non-high net
worth individuals. The Firm also will work with trusts, corporations, partnerships, other business entities, state
or municipal government entities, pension and profit sharing plans, educational organizations, endowment funds,
charitable organizations and foundations including donor-advised funds, family offices, banks, insurance
companies, and other institutions.
Typically, the Firm requires a minimum investment of $500,000 to $10,000,000 per account depending upon the
investment strategy, geographic mandate, and other considerations though Kennon-Green & Co. reserves the
Page 16 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
right to waive or modify this minimum on a case-by-case basis at its sole discretion. In some situations, the Firm
will agree to combine account values for individuals, members of a family, or other affiliations for the purpose of
meeting the minimum account size requirement for a given strategy. Kennon-Green & Co. reserves the right to
terminate an account if the account falls below a minimum size that the Firm, in its sole discretion, determines
to be too small to manage effectively. For more information about minimum account sizes and related topics,
see Item 5. Fees and Compensation beginning on page 7.
Item 8. Methods of Analysis, Investment Strategies, and Risk of
Loss
Methods of Analysis
Kennon-Green & Co. uses qualitative and quantitative tools, calculations, and analysis to examine individual
securities, sectors, sub-sectors, industries, and markets to help in the search for investment opportunities the
Firm believes are above-average in quality or trading at a discount to the Investment Committee’s estimate of
intrinsic value. Kennon-Green & Co. relies upon a number of research sources to accomplish this task including
extensive use of resources such as computer databases screened for certain characteristics and combinations of
characteristics, industry trade publications, general and business publications and periodicals, correspondence,
telephone conversations, and, if possible and necessary in the Firm’s estimation, interviews with management or
other knowledgeable people or persons, specialty publications, analyst reports and other third-party research,
company-issued reports, and filings with various regulatory agencies, commissions, and bodies.
Investment Strategies
Kennon-Green & Co. designs, constructs, monitors, and maintains client portfolios using a philosophy known as
value investing, often with an emphasis on either a value, high dividend, defensive balanced, or passive approach.
The Firm also offers fixed-income and bespoke strategies. Consistent with the client’s mandate and as
appropriate for the client’s unique needs and circumstances, the individual securities the Firm acquires on behalf
of a client usually possess one or more of the following characteristics at the time the investment is made:
• High returns on tangible capital both absolutely and/or relatively to peers;
• High “owner earnings” relative to market price, which is a modified free cash flow measure the Firm may
use in its analysis that seeks to adjust for things like maintenance capital expenditures and unit volume;
A low price-to-earnings ratio;
A low price-to-earnings-to-growth ratio;
A low dividend-adjusted price-to-earnings-to-growth ratio;
A low price-to-book ratio;
An above-average dividend yield;
A history of above-average dividend growth;
A low price-to-sales ratio in comparison to companies within the same industry;
Significant share repurchases;
Significant purchases of shares by corporate executives and/or directors;
A stock price that has declined meaningfully from a previously higher price;
A low share price;
•
•
•
•
•
•
•
•
•
• Moderate to no leverage;
•
•
• Cash flow sufficiently ample to comfortably exceed fixed charges;
•
•
•
An asset or assets that the Firm does not believe is fully reflected in the market price of a security;
A small market capitalization; and/or
A characteristic, trait, advantage, or asset that makes possible the maintenance of what the Firm
perceives to be a major competitive advantage that allows the issuer of a security to remain dominant in
a particular sector, sub-sector, industry, or market.
Page 17 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
The Firm’s Value Strategy is an opportunistic portfolio that seeks to acquire assets Kennon-Green & Co. believes
are undervalued relative to the Firm’s estimate of intrinsic value or that the Firm believes represents a fair value
for assets that appear to be above-average in quality as demonstrated by a number of quantitative and qualitative
characteristics. A value portfolio can be managed under a domestic, global, or international geographic mandate.
Although the primary emphasis at most times is likely to be on cash and common stocks across a spectrum of
market capitalizations, depending upon market and other factors, an account may also invest in preferred stocks,
fixed-income securities such as those issued by the U.S. government, agencies, foreign governments,
corporations, and municipalities, warrants, certain derivatives (e.g., writing cash-secured equity puts or writing
covered calls), real estate investment trusts, master limited partnerships, royalty unit trusts, mutual fund shares,
exchange traded fund shares, commercial paper, certificates of deposit, money market funds, and other
securities and cash equivalents. These accounts are most appropriate for long-term orientated clients who are
able to think like private business owners, who can handle significant volatility even if it means sitting on
unrealized losses for several years, and who can focus on the underlying economics of an enterprise or security
rather than current market price.
The Firm’s High Dividend Strategy is employed when the client desires a portfolio made up of a collection of
carefully-selected common stocks, and in some cases and under some market conditions, other securities that
offer high dividend or distribution yields particularly at the time of acquisition including, but not necessarily
limited to, preferred stocks, real estate investment trusts, master limited partnerships, and royalty unit trusts.
High dividend portfolios can be managed under a domestic, global, or international geographic mandate.
Dividends can be reinvested or, when made available by the client’s selected custodian, distributed by the
custodian to the client’s linked checking or savings account, usually either one business day following receipt of
the dividend in the client’s custody account or, if the client prefers for the sake of simplicity, aggregated once a
month. The Firm may employ certain conservative derivative strategies in an attempt to enhance income or
lower risk, such as writing covered calls on positions that Kennon-Green & Co. would be open to selling at higher
valuations or writing cash-secured equity puts on positions Kennon-Green & Co. would like to acquire for the
client that, if exercised, will result in the client paying a lower price than he, she, or it otherwise would have paid
based upon the then-market price at the time the option is originally written or, if not exercised, generating
premium income.
The Firm’s Defensive Balanced Strategy is for clients who desire a traditional mix of equity and fixed-income
holdings in a diversified portfolio meant to help weather a myriad of economic conditions while still accepting
the sometimes-significant volatility that is part and parcel of holding stocks and bonds. Generally, defensive
balanced portfolios will have a combined cash and fixed-income target allocation of no less than 25% and no
more than 75% depending upon client-specific factors and economic and capital market conditions. The cash
and fixed-income component will be tailored to the client’s particular situation and needs but usually consists of
investment-grade securities such as, but not necessarily including or limited to, Treasury bills, Treasury notes,
Treasury bonds, STRIPs, agency bonds, commercial paper, certificates of deposit, money market funds, municipal
bonds, funds including fixed-income mutual funds, fixed-income index funds, and fixed-income exchange traded
funds, corporate bonds, and sovereign bonds. The equity component of the portfolio is also tailored to the
specific needs and circumstances of the client but at most times, under most conditions, is likely to be primarily
constructed from a diversified selection of blue chip stocks that offer a history of stable and growing dividends.
The Firm may have the client hold any number of securities aside from, or in lieu of, those mentioned depending
upon Kennon-Green & Co.’s assessment of what is in the best interest of the client and market conditions. For
example, the Firm may have a client invest in non-blue chip stocks, preferred stocks, real estate investment
trusts, master limited partnerships, royalty unit trusts, mutual fund shares, exchange traded fund shares, or any
number of other securities. As with the value and high dividend strategies, the Firm may employ certain
conservative derivative strategies in an attempt to enhance income or lower risk, such as writing covered calls
on positions that Kennon-Green & Co. would be open to selling at higher valuations or writing cash-secured
equity puts on positions Kennon-Green & Co. would like to acquire for the client that, if exercised, will result in
the client paying a lower price than he, she, or it otherwise would have paid based upon the then-market price
at the time the option is originally written or, if not exercised, generating premium income.
Page 18 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
The Firm’s Passive Strategy is designed for clients who wish to combine some of the advantages of individual
security ownership and managed accounts, such as potentially better tax efficiency and professional selection of
tailored components appropriate for the client, with some of the advantages of an index-like approach, such as
lower investment advisory fees than the Firm’s other strategies and notable levels of passivity as measured by the
portfolio turnover ratio. Though the precise implementation will vary to some degree from client to client,
generally, a passive strategy portfolio holds anywhere from thirty to one hundred or more individual common
stocks. Each stock is chosen from a hand-selected list of individual components. The Firm believes these
components represent businesses of significantly above-average quality or are representative of the overall
economy and that, at the time of acquisition, are trading within a reasonable range of the Firm’s estimate of
intrinsic value. Clients can select from a domestic or global geographic mandate. Dividends are generally pooled
with any cash deposited by the client and deployed at the Firm’s discretion, either adding additional components
or expanding commitments to existing components. Although the Firm remains cognizant of valuation, especially
at the time a commitment is made to an individual component, passive strategy portfolios are generally much
less concerned with valuation than the other strategies employed by Kennon-Green & Co. as positions, once
acquired, are usually expected to be held indefinitely except in cases where the Firm believes the core economic
engine of the enterprise has been severely and permanently impaired or it is necessary to raise funds. This means
that, over time, natural market weights begin to exert a greater influence on the portfolio and the account may
become more heavily concentrated and less diversified than other strategies if certain businesses do much better
than other businesses. This emphasis on passivity also means the Firm may have a client continue to hold a
business that Kennon-Green & Co. believes is overvalued.
The Firm’s Fixed-Income Strategy accounts are generally meant for clients who wish to collect a stream of
interest income from their capital, often in an attempt to augment retirement income or to prepare for a major
expected cash outflow such as paying for a child’s education. Fixed-income strategy portfolios are constructed
primarily of cash, cash equivalents, as well as fixed-income securities that might include, but are not necessarily
limited to, Treasury bills, Treasury notes, and Treasury bonds, STRIPs, agency bonds, certificates of deposit,
money market funds, collateralized mortgage obligations, collateralized debt obligations, auction rate securities,
commercial paper, municipal bonds, corporate bonds, fixed-income mutual fund shares, fixed-income exchange
traded fund shares, and sovereign bonds. The Firm generally focuses on investment grade securities as opposed
to so-called “junk bonds” or “high yield bonds” although Kennon-Green & Co. may, at times when both
appropriate from the perspective of the individual client and the Firm’s assessment of the risk-adjusted returns,
have the client acquire and/or hold securities in those categories, as well. Portfolios are tailored to the client’s
unique needs, circumstances, and preferences. The Firm may seek to optimize risk-adjusted after-tax yields
through the management of credit risk, duration exposure, and/or asset placement, such as holding taxable
corporate bonds within tax shelters and tax-free municipal bonds within taxable accounts.
The Firm’s Bespoke Strategy is used for a portfolio that is entirely customized for the client. Bespoke strategies
are negotiated on a case-by-case basis and can range from simple to complex. If Kennon-Green & Co. feels a
requested bespoke strategy is not compatible with the Firm’s investing philosophy or that, for some other reason,
accepting the bespoke strategy mandate would make it difficult or impossible to act in the best interest of the
client, the Firm will not accept the mandate.
The Firm’s Donor-Advised Strategy is used when Kennon-Green & Co. works with a client to establish and
manage a donor-advised account at a charitable gift fund. A donor-advised fund allows a donor to make an
irrevocable, often tax-deductible, charitable gift of cash, securities, or, in some cases, other assets to a charitable
gift fund. The donor should be aware that, due to the irrevocable nature of the gift, once assets are given to the
donor-advised fund, those assets no longer belong to the donor and cannot be taken back under any condition.
The charitable gift fund establishes for the donor an account that, in many ways, operates as a private foundation.
The donor is frequently allowed to name the account (e.g., “The John and Jane Smith Charitable Foundation”) and
can recommend grants to recipients. Provided a grant recipient meets certain qualifications and requirements,
such as being a 501(c)3 organization, the charitable gift fund will distribute the recommended grant to the
recipient either anonymously or, if the donor prefers, in the name of the account in order for the donor-advised
fund to receive recognition. The funds awarded in grants are taken out of the donor-advised fund. Donor-
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advised funds offer many advantages. For example, a client could make a donation of appreciated securities,
ultimately resulting in more money going to his or her preferred charitable causes than would have been possible
if he or she sold the securities, incurred capital gains taxes, and donated the net proceeds. Additionally,
charitable gifts can be made in years when it is most tax advantageous to the donor. The donor does not have to
recommend a grant in any given year, though if the charitable gift fund is in danger of not meeting the IRS
requirements to distribute 5% of the net assets to charity each year across all donor advised funds administered
by the charitable gift fund, the charitable gift fund may donate a portion of the assets held within the donor-
advised fund to a cause or causes of its choice to ensure the charitable gift fund does not lose its tax-exempt
status. Otherwise, the donor can pile up the irrevocable gifts he or she has made to the donor-advised fund,
investing the proceeds in what amounts to an endowment. This could be potentially useful for a client with a
long-term horizon who planned on someday leaving a meaningful charitable legacy. Additionally, charitable gift
funds allow the original donor of a donor-advised fund to name one or more successors who will take over the
role of recommending grants upon his or her death to help ensure that the original charitable intention of the
donor-advised fund is fulfilled.
When Kennon-Green & Co. helps a client establish a donor-advised fund, the client may hire Kennon-Green &
Co. on behalf of the donor-advised fund to manage the fund’s portfolio if such an arrangement is permitted by
the charitable gift fund. The specifics of the mandate are negotiated with the client on a case-by-case basis and
must be compatible with the requirements of the sponsor of the charitable gift fund. Usually, if permissible by
the terms and structure of the charitable gift fund, the Firm prefers to have the fund invest predominately, but
not necessarily entirely, in cash, cash equivalents, Treasury bills, Treasury notes, Treasury bonds, agency bonds,
corporate bonds, and blue chip stocks with a history of growing dividends.
The descriptions set forth in this brochure should not be deemed to limit Kennon-Green & Co.’s investment
activities as the Firm may engage in any investment strategy, and make any investment, including those not
described in this Brochure, that the Firm considers appropriate for a client and that is compatible with the client’s
mandate as described in the client’s Investment Policy Statement.
Risk of Loss
Investing in securities involves risk, including risk of loss, that clients should be prepared to bear. It is possible a
client could lose some or all of his, her, or its investment managed by the Firm. These losses may be temporary
in nature, such as those experienced when a diversified basket of stocks fluctuates in market value as has
historically been common both in the United States and the rest of the world, as well as permanent, such as those
experienced when the issuer of a security declares bankruptcy and is liquidated or reorganized. Additionally,
there can be no assurance that the investment objectives of any client will be achieved. Furthermore, clients
should be aware that some risks are systematic and cannot be mitigated entirely or at all through diversification
or other measures.
Although the number of risks inherent to investing is innumerable, the Firm feels it is important to specifically
highlight what the Managing Directors believe are some of the material risks involved in the particular investment
strategies Kennon-Green & Co. employs. Not all risks will apply to all clients or client accounts or to all clients
or client accounts at any given time. If a client is unable or unwilling to accept these risks, the client should not
invest with the Firm. Relatedly, to help the Firm mitigate certain risks on behalf of a client, it is of the utmost
importance that a client be completely upfront, honest, and candid about his, her, or its financial situation, risk
tolerance, goals, and needs. Clients agree to promptly notify the Firm of any material change in the client’s
circumstances or needs. Failure to do so could result in the client being unnecessarily exposed to risk that the
Firm would not have otherwise believed to be appropriate.
Style Risk – Kennon-Green & Co. believes in long-term, fundamental value investing and is heavily influenced by
the philosophy of Benjamin Graham. This means that the Firm is typically much less concerned with day-to-day,
or even year-to-year, movements in the quoted market value of a portfolio compared to many other investment
advisors, preferring, instead, to focus on what the Firm believes is the intrinsic value of the underlying
components relative to the price paid. It is possible that individual portfolio components or even the portfolio
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itself can, and most likely will, experience prolonged periods during which they and/or it suffer(s) significant
declines in quoted market value. Although Kennon-Green & Co. commits a great deal of effort to thinking about
risk and ways to structure portfolios, there can be no assurance that a security, securities, or overall portfolio
will ever recover in price, rise in price to the Firm’s estimate of intrinsic value, or that a client will not suffer
significant permanent capital impairment, including having some holdings wiped out in bankruptcy.
Furthermore, the Firm may not be successful in identifying, or may misidentify, undervalued or fairly valued
opportunities. This could lead to missed opportunities and financial losses. Some investing strategies, such as
the Firm’s value strategy, may invest in asset classes other than, or in addition to, common stocks. As a result,
during periods when common stocks are rising, these portfolios may underperform similar portfolios that are
entirely invested in common stocks. The Firm’s value investing style may result in a client holding significant
cash reserves in an account from time to time, which can lower returns under certain market conditions. This
can make it difficult for the Firm to achieve the client’s investment objective.
Benchmark Deviation Risk – Although the Firm is happy to reference benchmarks, including blended
benchmarks, for the convenience of clients who desire it, the Firm is largely benchmark agnostic when making
capital allocation decisions. Instead, as fundamental value investors with a long-term horizon, Kennon-Green &
Co. believes the Firm’s job is to design, construct, monitor, and maintain portfolios for clients that offer each a
tailored collection of cash and securities suited to his, her, or its unique needs, circumstances, and preferences
while, at the same time, possessing what appears to be a margin of safety as measured by certain quantitative
and qualitative considerations. Kennon-Green & Co.’s primary concern is attempting to identify and acquire for
client accounts a collection of assets that the Firm believes are trading at a reasonable price, appear to be offered
on fair terms, and, in the Firm’s estimation, offer acceptable probabilities of generating a satisfactory return over
multi-year periods either on a stand-alone basis or as part of the overall portfolio managed for a client. The Firm
does this by taking into consideration certain metrics, which may include the net present value of what Kennon-
Green & Co. estimates to be the asset’s future cash flows with an adjustment for both strength and perceived
durable competitive advantages; e.g., the Firm is often willing to pay a fair price for the common stock of a
business that has not only higher returns on capital but that possesses what Kennon-Green & Co. believes to be
a nearly non-assailable position within a sector, sub-sector, industry, or market than it is an ordinary run-of-
the-mill enterprise. This means that the clients of Kennon-Green & Co. can end up holding a basket of securities
that is different, sometimes materially different, from the basket of securities, either in component list,
weightings, or both, of one or more broader indices. Although it is axiomatic, it is necessary to point out that
different collections of securities held at different weightings can often perform differently from other
collections of securities held at other weightings. This means the performance of a client portfolio can, and the
Firm expects, will, deviate, sometimes substantially and for extended periods of many years if not forever, from
the performance of one or more broader benchmarks.
Embedded Gain and Methodology Risk – Although it is the general practice of Kennon-Green & Co. to construct
client portfolios from individual securities such as stocks and bonds, from time to time, particularly for smaller
accounts or in certain situations where cost efficiencies and convenience make it attractive to do so, the Firm
may have a client acquire shares of publicly traded pooled securities such as index funds, mutual funds, or
exchange traded funds. Funds that track a benchmark are often managed by a committee or organization that
implements, or has the power to implement, methodology changes. By way of illustration, over the past couple
of decades, the methodology of the S&P 500 has been quietly modified so that foreign securities were removed,
a float-weight adjustment was adopted to accommodate the significant influx of assets into pooled structures
that sought to mimic the index, and certain other components, such as debt-related real estate investment trusts,
were introduced. It is the Firm’s belief that these practices constitute a meaningful transformation in the strategy
of the historical S&P 500 index and that the current methodology, had it been applied from the index’s
introduction in 1957 to today, would have resulted in lower rates of return. In most cases, a client who held an
index fund tied to the S&P 500, whether structured as an open-ended fund or an exchange traded fund, would
have been forced along for the ride as the methodology was modified underneath his or her feet. Likewise, many
of the oldest and largest mutual funds and exchange traded funds have significant embedded capital gains. While,
theoretically, this should be a lesser concern for exchange traded funds due to the way these securities are
structured, it remains a possibility that, should the current fashions of the investing public change and the
Page 21 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
record-breaking inflows that have made these products a cornerstone of many investor’s retirement reverse into
some other asset class, security, or investment structure, the funds could be forced to liquidate their holdings
and trigger realized capital gains. This could reduce the client’s wealth if the pooled securities were held in
taxable accounts. In other cases, it might be necessary for a mutual fund, index fund, or other pooled security to
exercise a provision many have reserved for emergencies or other circumstances known as “in-kind” that allows
a fund to distribute some or all of the underlying holdings directly to the investor. Should this happen, it is
possible some or all of the individual securities that are distributed may not have a liquid market and the investor
would be forced to hold them for longer than desired if not indefinitely or, perhaps, only be able to sell the
securities at severely depressed market prices.
Foreign Securities and Currency Risk – Many clients of Kennon-Green & Co. may be invested, in whole or part,
in foreign securities including equities and fixed-income securities of global and international issuers.
Sometimes, this ownership will be achieved by holding foreign stock directly in the client’s custody account or
through a sub-custodian working in partnership with the client’s primary custodian while, at other times, it will
be achieved through the purchase of American Depository Receipts, or ADR, which are domestically-traded
securities issued by banks representing foreign shares the bank holds and for which the bank handles currency
translation to the U.S. dollar, making it easier for domestic investors to enjoy worldwide diversification. Unless
a client has $10 million or more in relationship balances and requests the Firm employ futures in an attempt to
hedge positions back to the U.S. dollar, most, if not all, foreign securities held in a client account will be unhedged.
Currency fluctuations can add, and historically have added, significant volatility to a portfolio. For example, it is
possible for a foreign position to increase in market value in its home country only to show a decrease in carrying
value for the client due to a strengthening of the U.S. dollar, a weakening of the currency in which the security is
traded, or both. Likewise, as a result of geopolitical events or changes in a country’s political regime, it is possible
that a particular country or group of countries could enact currency controls that forbid the Firm’s clients from
converting their foreign currency back into the U.S. dollar, or any other currency, effectively locking clients into
holding assets in the foreign country. Should such an event occur, the client could experience a significant,
perhaps even total, lack of liquidity as pertains to the cash and securities within the country enacting such
controls. Furthermore, currency risk may be material for some domestic securities, as well, due to the nature of
the global economy. Additionally, foreign securities are subject to a number of risks including costs of exchanging
one currency for another, higher brokerage commissions, less transparency of information and financial
performance, greater volatility, delayed settlements of trades, differing cultural, legal, and professional standards
for accounting, whistleblowing, auditing, and financial reporting, and the difficulty of enforcing obligations in
foreign countries.
Hedging Risk – Eligible clients who request currency hedging for assets denominated in a currency other than
the U.S. dollar might do so in the hope of reducing volatility. However, there can be no assurance that currency
hedging will be successful, be available for a given currency, or be available on economically reasonable terms.
This can lead to unhedged currency risk. Additionally, hedges may not always work exactly as planned or be
effective in hedging currency exposures. The use or attempted use of hedging transactions can increase
transaction activity, expenses, and taxes.
Geopolitical, Terrorism, and War Risk – Geopolitical events, administration changes, referendum, treaties, and
other forces can cause material losses or risk exposures for investment positions, including a severe reduction
or total removal of liquidity from a position or market or a partial or total wipeout of investment. For example,
after World War I began in Europe on July 28, 1914, the New York Stock Exchange closed on July 30, 1914, and did
not fully reopen until December 12, 1914. During that time, if an investor wanted to buy or sell securities that
were traded on the NYSE, it would have been necessary to negotiate directly with an interested buyer or seller
or go through a broker who could attempt to find another side to the transaction in the over-the-counter market.
Likewise, the experience of investors in Austria from 1900 to present is demonstrative of the catastrophic
outcomes that can occur as a result of political forces and war. According to Credit Suisse Global Investment
Returns Yearbook 2015, the cumulative real return from 1900 to 2014 for 1.0000 invested at the start of the period
in bills by the end of the period was 0.0001, representing an all but complete and utter destruction of purchasing
power. For bonds, it was 0.0117 and for equities, 1.9, representing the same. This was due to a number of factors,
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including the annexation of the nation by Nazi Germany during World War II. Terrorism also represents a
significant economic and capital market risk. In some cases, terrorism could have a company-specific effect that
materially decreases or obliterates the intrinsic value and/or market value of a specific holding; e.g. a terrorist
attack at a major theme park could materially impair the financial condition, or result in the bankruptcy, of the
theme park operator. In other cases, terrorism could have a system-wide effect that could lead to permanent,
perhaps even total, financial wipeout of fixed-income and equity markets such as those that would occur if a
rogue state or terrorist organization were to detonate, simultaneously and successfully, nuclear devices in several
major cities. Comparably, biological weapons deployed by a hostile military force or terrorist organization could
destroy the economy of a country or multiple countries, resulting in partial or total wipeout of equity and fixed-
income markets and/or certain currencies. Sanctions, embargos, blockades, and boycotts can result in economic
losses and/or the inability to buy or sell holdings as companies scale back or abandon markets. Related to the
risks discussed in the Regulatory and Tax Risk portion of this section, governments, authorities, hostile foreign
powers, and/or insurrectionists may nationalize, seize, or otherwise interfere with assets or enterprises.
Governments may invalidate or unfavorably modify intellectual property right protections, such as leases,
mineral rights, copyrights, trademarks, and patents.
Cyber-Attack Risk – As the world has grown more technologically advanced, individuals, organizations, and
institutions increasingly rely upon computers and electronic networks to handle even the most rudimentary
tasks. Should an individual issuer of securities, a party upon which the issuer relies, or an entire country or
countries come under cyber-attack by a malicious person, organization, association, or government, it could
have devastating consequences for investors, in some cases leading to temporary or permanent loss of capital.
It is possible a cyber-attack could spark a recession or depression. The effects of the cyber-attack could ripple
throughout the economy, taking down businesses that were otherwise not the direct target of the initial attack.
Cyber-attacks could also result in infrastructure failure and the potentially accompanying by-products such as
rioting and looting. Cyber-attacks may also result in identity theft of a company’s employees, customers, or other
stakeholders, creating significant liabilities as the target of the cyber-attack is sued for damages and accused of
failing to maintain adequate security, processes, and/or systems. It is also possible cyber-attacks may target
Kennon-Green & Co., one or more broker-dealers, one or more stock exchanges, or any number of other financial
institutions. This may make it difficult or impossible to communicate with a client, broker-dealer, custodian,
other service provider, and/or financial institution. As a result, the Firm may be unable to buy or sell positions
for a client during and in the aftermath of a cyber-attack, especially if the attack results in telephone lines being
overwhelmed. This could result in material losses to the client.
Regulatory and Tax Risk – Laws and regulations are constantly changing at the local, state, national, and
international level. These laws can have a material influence on the intrinsic value and market value of certain
investments, including causing or contributing to the partial or total wipeout of one or more positions. For
example, if a client held shares of a tobacco company and a majority of the world’s major economies were
successfully able to pass laws and regulations that forbid the display of any logo or graphics on cigarette cartons,
it could have the effect of substantially reducing or eliminating tobacco profits, leading to lower share prices, a
cut or suspension of dividends, a dilutive equity offering, increased debt, and/or, in what might be a worst-case
scenario, a bankruptcy filing that destroys the entirety of the market value of the security. Historically,
particularly in certain regions of the world, nations have a habit of allowing socialist or populist leaders to rise to
power by promising the population a better life only for the policies to fail. In the process, enterprises and assets
are confiscated or nationalized, sometimes resulting in material losses for investors. These investors then flee
to greener pastures or cease risking their capital, resulting in a breakdown of the allocation of resources; the
country collapsing into severe poverty, destroying other businesses as the economic consequences reverberate.
Furthermore, clients of the Firm may make certain allocation decisions based upon existing tax laws and
regulations only to find Congress, agencies, or other authorities modify those tax laws or regulations, either
outright or through interpretation. For example, a client may convert a SEP-IRA or Rollover IRA holding
significant assets to a Roth IRA, triggering a large tax payment in the process. He or she may do so with the
expectation that the tax-free compounding enjoyed over subsequent decades within the protective confines of
the Roth IRA, combined with the expected tax-free withdrawal of principal later in life, justifies the upfront pain.
In the past, politicians in the United States have discussed the possibility of enacting maximum caps on Roth
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IRAs. If such caps were implemented, it could counteract the expected benefit the client anticipated at the time
of conversion. Additionally, politicians may seek new ways to raise revenue, including assessing taxes on financial
transactions and expanding income subject to Social Security taxes or other payroll taxes, some or all of which
could have a detrimental effect on a client’s portfolio, including the relative attractiveness of certain asset classes
or securities.
Climate and Weather Risk – Many investments, such as, but not limited to, those tied to retailers and property
and casualty insurance underwriters, are particularly sensitive to weather and climate. The scientific consensus
that has emerged over the past few decades indicates that climate change is real or, at the very least, a significant
enough probability that it warrants concern due to the risks it poses to civilization. This is of particular
importance to investors. For example, should the general temperature of the Earth’s atmosphere continue to
rise, leading to an increase in sea level as a result of the polar ice caps melting, certain securities tied to
enterprises, as well real estate holdings, in certain coastal areas of the United States and other countries around
the world could be materially impaired, perhaps permanently wiped out, resulting in large or complete losses for
investors. As the risks become clearer, it may be impossible to exit these positions or to obtain insurance
coverage at an affordable rate, if any rate at all, leading to a lack of liquidity and significant declines in intrinsic
value and/or market value. Consider a non-diversified utility company located in a coastal area of the United
States. Regardless of its financial strength or credit rating, it possesses an inherent level of risk that is not
adequately captured by an analysis of its present income statement, balance sheet, or cash flow statement. More
mundane weather phenomenon, such as a colder or warmer winter than retailers expected, as well as more
significant natural disasters and Acts of God, such as the eruption of a super volcano, wildfires, tsunamis, and
mudslides, can also result in losses, including permanent and total losses, for clients.
Derivatives Risk – In an effort to enhance income and reduce risks, the Firm will sometimes use its discretionary
authority in client accounts to trade certain derivative securities. Derivatives are securities that derive their
value from some other source, such as an underlying security, asset, or index. Most commonly, Kennon-Green
& Co. will write covered calls against an existing equity position or write cash-secured equity puts for a security
that the Firm would like a client to acquire at a lower price than the then-market price at the time the option is
written. While both of these activities generate premium income, they are not without drawbacks. In the case
of writing covered calls, a stock could increase in market valuation rapidly, sometimes due to receiving a buyout
offer significantly higher than the strike price of the call, yet the client would be forced to sell at the lower pre-
agreed upon price, resulting in missing out on the additional gains. In the case of writing cash-secured equity
puts, the market price of the underlying security could decline. If this were to occur, the client would still be
required to pay the pre-agreed upon price for the shares he, she, or it no longer wished to purchase. Also, writing
cash-secured equity puts ties up funds until the expiration of the put, reducing overall liquidity as those funds
are not available for other opportunities that could turn out to be more attractive. The Firm may be unable to
exit the position at a reasonable price or at all prior to expiration. This can be particularly important because
some written call and put options extend for years.
Commodities Risk – Some investments or positions held by clients, such as securities issued by oil or mining
companies, are tied to commodity prices in a material way. In other cases, the Firm may acquire for a client
account an exchange traded fund tied to a specific commodity price. Commodity prices can be extremely volatile
and remain depressed for periods lasting years or even decades. While this can lead to opportunities for clients
who are financially able and emotionally capable of sitting on large unrealized losses, some commodities may
never recover for a number of reasons. Those reasons might include structural changes in the economy or
political changes in a country’s government. During particularly severe commodity cycle declines, securities in
a portfolio exposed to the commodity or commodities in question can be wiped out. These losses can sometimes
materialize rapidly over a short period of time.
Debt Securities Risk – Debt securities, such as fixed-income securities and asset-backed securities, are subject
to a number of risks including interest rate risk, which is the risk that arises from fluctuation in interest rates and
the resulting influence on the market price of a security, reinvestment risk, which is the risk of being unable to
reinvest cash flows at the same or better interest yield as that of the initial security, credit risk, also known as
default risk, which is the risk an issuer is unable or unwilling to honor the promised interest and principal
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obligations it has made to its creditors, liquidity risk, which is the risk it may be impossible to buy or sell a position
at economically reasonable terms or at all prior to maturity, downgrade risk, which is the risk that a security
issuer may experience a real or perceived decline in its capacity and/or willingness to honor its obligations
resulting in one or more credit rating agencies assigning it a lower credit rating which, in turn, could increase its
cost of borrowing and thus the probability of default, call risk, which is the risk that a security is called prior to
maturity, and purchasing power risk, which is the risk that the after-tax inflation-adjusted cash flows from a
fixed-income security fail to maintain purchasing power over time despite an increase in, or maintenance of,
nominal value.
Equity Securities Risk – Equity securities, including common stock and preferred stock, are subject to a number
of risks. These risks include company-specific risks such as management or agency risk, which is the risk that a
company’s management puts its own interest ahead of the interest of investors, fraud risk, which is the risk that
a company is the victim of fraud either at the hands of one or more employees, vendors, or other parties or that
the company itself is committing fraud against its investors, lenders, or another party, execution risk, which is
the risk that management and employees are not effective or capable of identifying, implementing, and following
through with a successful strategy in the marketplace for a company’s goods or services, and technological
obsolesce risk, which is the risk that changes in technology decrease or eliminate demand for a company’s
products or services due to those products or services becoming inferior, prohibitively expensive compared to
alternatives, or obsolete. Equity securities are also subject to economic risk, which is the risk economic events
result in lower cash flows, revenue, and/or profits. Many companies operate in a specific sector, sub-sector, or
industry of the economy, which makes the equity or equities issued by these businesses subject to certain risks
that may not apply to other companies operating outside of those sectors, sub-sectors, or industries, such as
sensitivity to certain input costs. Equity securities are also exposed to environmental liability risk, which is the
risk a government agency, regulator, court, or other body may find the issuer of a security responsible for the
potentially material financial liabilities associated with restoring certain land(s), natural resources, and/or
facilities. Environmental risk sometimes includes covering the medical and/or financial expenses of one or more
individuals or companies, or their successors or heirs, who claim the actions of the issuer caused financial harm,
sickness, or, in some cases, death or disability.
From time to time, even former blue chip companies experience bankruptcy, wiping out most or all of the value
of equity and/or fixed-income securities issued by the enterprise or related entities. At times, a company’s board
of directors may decide to reduce or suspend a company’s dividend, resulting in a reduction or elimination of
income from that particular component in a client’s portfolio. Equity securities are also sensitive to interest rates
to some degree and in differing capacities. For example, should interest rates rise, the common equity of an
asset-intensive business with a meaningful amount of debt on the balance sheet could be harmed due to the fact
the enterprise might need to refinance that debt at some point in the future. Unless offset by some other force
or variable, the higher borrowing costs could result in lower profits, or even losses, and a decline in the value of
the common stock. In some cases, particularly where there is a lot of operating leverage in the cost structure,
an increase in costs or a decrease in revenue can result in a disproportionately large decline in earnings, an
increase in losses, and/or a decline in share price. Likewise, preferred stocks are particularly sensitive to
changes in interest rates and can experience significant, often extended, declines in market valuation when
interest rates rise. Furthermore, during times of company-specific or broader economic stress, a business might
find it necessary or prudent to raise capital in an attempt to shore up its finances, resulting in dilution, perhaps
material dilution, to the existing equity investors. This could mean that even if a recovery did materialize for an
issuer at some point in the future, which is by no means assured, long-term owners of an issuer’s equity securities
may not experience a similar recovery.
Real Estate Securities Risk – Real estate properties, including those held through real estate investment trusts
and other securities, are subject to a number of risks including liquidity risk, interest rate risk, regulatory risk,
tenant risk, and environmental liability risk. Real estate almost always involves the use of leverage, which
introduces unique challenges and risks including the possibility that a given management team becomes too
aggressive in its quest for return and employs too much debt in an attempt to acquire more real estate than the
balance sheet could support under less-than-favorable conditions. Real estate companies and trusts may be
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unable to refinance maturing debt at a reasonable cost or at any price, or on reasonable terms or on any terms.
Zoning law changes, changes in demographics, and changes in traffic patterns can reduce the intrinsic value
and/or market value of a real estate property as can the bankruptcy of a tenant. Real estate is especially cyclical.
Different types of real estate securities can perform differently under different conditions. For example,
investments tied to residential real estate, such as apartment buildings, are often closely related to the
relationship between supply and demand in a given market, as well as affordability as measured by rents relative
to median household income. Meanwhile, investments tied to commercial real estate, such as office buildings,
often have lease terms lasting many years, which can lock investors into lower rental rates than those generated
by comparable properties during periods of rapidly escalating rental rates. Certain real estate securities, such as
REITs that specialize in hotels, can be extraordinarily sensitive to recessions, depressions, terrorism, and war.
Furthermore, many REITs may be forced to raise additional capital to fund expansion due to the requirements
dictating that a vast majority of earnings be distributed in the form of dividends if the real estate investment trust
seeks to avoid taxation at the entity level. REIT dividends can be disadvantaged compared to qualified dividends
received from other equities because REIT dividends are taxed as ordinary income rather than at the lower
qualified dividend tax rates.
Focus and Non-Diversification Risk – Some clients may request that Kennon-Green & Co. run a so-called
“focused” portfolio, also known as a “concentrated” portfolio, which generally involves holding fewer individual
positions than a non-focused, or diversified, portfolio. In some cases, at some times, both focused and non-
focused portfolios may have a significant portion of assets invested in a specific sector, sub-sector, or industry
as a result of Kennon-Green & Co.’s value investing philosophy and the fact that it is not unusual for perceived
bargains to arise across multiple companies within a window of time due to broader economic or political forces.
This means that, both for focused and non-focused accounts, volatility, the risk of loss, or the risk of deviation
from a benchmark may be greater because political, economic, or other forces that disproportionately affect one
sector, sub-sector, or industry may have an outsized effect relative to what might have occurred had an account
or portfolio consisted of a more broadly held basket of securities. Although Kennon-Green & Co. manages
focused accounts with the same emphasis on fundamental value as other accounts, seeking a margin of safety as
measured by purchase price relative to what the Firm believes is the estimated intrinsic value of a security and/or
paying what it believes to be a fair price for a business of above-average quality, and it still insists upon what it
believes to be reasonable diversification even if it does not qualify as diversified, there are many risks in using a
focused portfolio strategy, including a greater chance of underperforming the market or another benchmark, a
greater chance of experiencing temporary or permanent losses of capital, which may be significant, a greater
sensitivity to the performance of the over-weighted underlying components including greater volatility
compared to a more diversified portfolio, as well as higher exposure to the underlying risks of the individual
components. Focused portfolios do not necessarily include portfolios consisting of one or more mutual funds,
index funds, or exchange traded funds as these types of pooled securities may be internally diversified.
Market Capitalization Risk – All else equal, the Firm generally believes in finding value wherever possible.
Although it is happy to invest in mega-capitalization stocks, clients may be just as likely to hold securities issued
by enterprises that are considered to be micro-cap, small-cap, mid-cap, or large-cap unless restricted from doing
so by the individual mandate governing a client account. Smaller companies are subject to greater risks, including
heightened liquidity risk and, in many cases, the risk of bankruptcy. Smaller companies tend to be less diversified
and frequently do not have the same access to human capital, financial capital, and regulatory and political
relationships that can provide certain advantages and peace of mind during times of severe economic stress or
uncertainty. Historically, smaller companies have been more volatile than larger companies; a pattern that may
continue in the future.
Donor-Advised Fund Risk – There are certain risks of using a donor-advised fund aside from the risks inherent
in the investments held by the fund. For example, the charitable gift fund, of which the donor-advised fund is
part, has significant influence over the donor-advised fund. Likewise, the charitable gift fund can decide not to
honor the donor’s request to have Kennon-Green & Co. manage the donor-advised fund’s capital, including
removing Kennon-Green & Co. as the portfolio manager of the donor-advised fund even if it is against the wishes
of the donor. The charitable gift fund also has the power to limit the universe of investments from which Kennon-
Page 26 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Green & Co. can select securities for the donor-advised fund, sometimes requiring donor-advised funds below a
certain asset threshold to invest from a menu of mutual funds. This can make achieving the donor-advised fund’s
investment objectives more difficult or impossible as well as increase costs to the donor-advised fund.
Furthermore, the charitable gift fund has the authority to deny grant recommendations and can otherwise
impose burdens or policies that significantly restrict the flexibility the donor has when directing the charitable
funds compared to a stand-alone private family foundation.
Product Hazards Risk – It is possible that raw components, materials, compounds, chemicals, and other
manufacturing inputs, outputs, and/or by-products, including those previously believed to be harmless or near-
harmless, are, in fact, dangerous or lethal to humans, wildlife, and/or plants, creating significant liability risk
including the risk of bankruptcy or total loss of investment. It is also possible that, in an effort to limit losses and
protect their employment and net worth, members of management, employees, or other personnel at firms
connected to these hazards hide or minimize the risks to the public and, potentially, regulators. For example, it
was once commonplace for a wide range of goods to utilize asbestos due to its extraordinary fireproofing
capabilities before society came to an understanding that there is no safe exposure level to asbestos. In such
cases, it is possible that legal expenses, settlements, regulatory fines, or in exceptional cases, criminal indictment
of an enterprise, can lead to a material loss for investors.
Theory of Liability Risk and Second-Order and Third-Order Risk – Courts, particularly in certain jurisdictions,
have arrived at judgments that expand the theory of liability to a party or parties that, previously, would not have
seemed to be at risk. This can cause significant losses for investors. For example, returning to the
aforementioned discussion of asbestos, after the deep-pocketed manufacturers of asbestos products were driven
into bankruptcy, plaintiffs found success pursuing employers, vendors, and other businesses that had merely
used asbestos products in the ordinary course of operations at a time when it was believed to be safe to do so,
often securing meaningful, if not devastating, settlements from largely innocent parties. Another illustration:
The medical evidence in recent years has been nearly irrefutable in showing repetitive head injuries, specifically
akin to the type encountered routinely by players of American football, can lead to chronic traumatic
encephalopathy (CTE); a horrific and ultimately fatal disease. It is not unthinkable over the next few decades that
retailers which sold football helmets, especially to young players, as well as school districts which sponsored
teams, and individuals who volunteered to coach such teams, find themselves with expensive emerging liability
claims from decades prior and which they likely never could have imagined. In some areas, this exposure may
be concentrated by geography. Aside from direct financial risk, the second-order and third-order consequences
may cause losses for investors. For example, several major publicly-traded media companies generate
considerable income from the broadcast of American football games and related content. Yet, for more than a
decade, youth participation in the sport throughout most of the country has been collapsing, with an accelerated
implosion among the affluent and better educated. Combined with already-declining viewership in the general
population, there can be no guarantee that a replacement form of entertainment, such as E-Sports, can
adequately fill the gap or, if it does, that it will be as lucrative.
Diversity, Equity, and Inclusion (“DEI”) Risk – In past Form ADV filings, the Firm noted it had begun observing
a meaningful number of institutions and organizations, including corporations, partnerships, non-profits, and
universities, adopting programs marketed, both internally and externally, under the name “Diversity, Equity, and
Inclusion”, or “DEI” for short. DEI initiatives observed at publicly traded companies are varied and have included
everything from corporate commitments to ensure a specific number of job roles are filled by individuals with
specific traits or characteristics to making targeted mentorships or development opportunities available
exclusively to people based upon their race or biological sex. According to some estimates in the press in recent
years, up to 1/3rd of companies in the S&P 500 had gone so far as to implement DEI factors into the executive
compensation calculation process and all Fortune 100 companies had made a public commitment to the topic
even if only performative.
Federal and state courts throughout the country have issued a string of rulings that have caused some informed
analysts to conclude that under the scrutiny of the evolving case law, many, if not most, DEI programs, as
presently conceived and structured, are unconstitutional and represent de facto illegal discrimination against
American citizens based upon one or more constitutionally protected characteristics including, but not limited
Page 27 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
to, race, biological sex, sexual orientation, age, or religion. While it is impossible to summarize the specifics of
each individual case, the broad logic of the courts appears to flow from the concept that a program designed to
provide extra resources to one group would, by definition, exclude any otherwise qualified candidate because he
or she had different intrinsic characteristics. In some cases, these civil rights violations have been determined
to be not just constitutional in nature, but statutory, as well. One such illustration: The 11th U.S. Circuit Court of
Appeals ruled in a 2-1 decision on September 30th, 2023, that a grant contest which awards $20,000 to businesses
that are at least 51% owned by black women violates the Civil Rights Act of 1866 which expressly prohibits racial
discrimination in contracts, ordering a halt to the distributions. This followed the Supreme Court decision only
two months prior striking down affirmative action in the college admission process, making it clear race cannot
be a factor in deciding which applicants are accepted or rejected even for private institutions.
The Firm noted that in December 2023, Reuters reported several major companies had quietly modified their DEI
programs in an attempt to bring them into compliance with the law. Other companies specifically identified,
including some that have been and may continue to be owned by the Firm’s clients, had refused such
modifications to earlier-announced programs, continuing to sponsor and promote hiring practices that seem all
but certain to result in losses in the court system. For example, as reported by Reuters on August 31st, 2022,
coffee giant Starbucks stated in October 2020 that it would aim for racial minorities to hold at least 30% of U.S.
corporate jobs and 40% of U.S. retail and manufacturing jobs by 2025, going so far as to tie executive
compensation to achieving these targets. This quota-based system, which by definition would exclude qualified
individuals from opportunities for employment and advancement based upon their race, appears to be prima
facie unlawful, causing at least one State Attorney General to file suit on the grounds of civil rights violations.
Furthermore, since the Firm’s first warning about the increase in DEI programs constituting what appeared to be
illegal discrimination based upon one or more protected class(es), additional developments have occurred
underscoring the legal risk. For example, on December 11th, 2024, the U.S. Court of Appeals for the Fifth Circuit
struck down the Nasdaq Board Diversity Rule, Rule 506, in a 9-8 en banc decision. That rule, had it gone into
effect, would have required corporate boards to 1.) provide a demographic report of how the members of a
company’s board of directors self-identified in terms of their gender, race, and LGBTQ+ status, and, 2.) include
at least one female director and at least one director who self-identified as an underrepresented minority or
member of the LGBTQ+ community. In the case of the latter, if such members were not serving on the board,
the company would be required to offer a written explanation as to the reason it did not have such representation.
In addition, The United States Department of Justice announced in its February 5th, 2025 memo entitled, Ending
Illegal DEI and DEIA Discrimination and Preferences that, consistent with Executive Order 14173, the position of
the Federal Government is that, “policies relating to "diversity, equity, and inclusion" ("DEI") and "diversity, equity,
inclusion, and accessibility" ("DEIA")” … "violate the text and spirit of our longstanding Federal civil-rights laws"
and "undermine our national unity." It is now believed that the Justice Department may pursue criminal
indictments of institutions, organizations, and individuals implementing DEI programs, along with other
sanctions and consequences that can include loss of funding and lucrative government contracts.
The refusal of corporate boards and/or executives to revise, rescind, and/or eliminate such DEI programs might
constitute a breach of fiduciary duty to investors given there appears to be no meaningful legal defense in light
of the aforementioned pattern of court rulings. There may be a not-insignificant chance that such refusals could
result in adverse judgments involving financial settlements to injured parties such as employees or vendors. Such
settlements could lower earnings and cash flow, therefore causing losses to investors. Furthermore, given the
political polarization that has occurred around the topic, it is possible that even if a specific DEI program were
to survive legal scrutiny based upon a narrow framework of conception and implementation, it could be perceived
as bigoted by a substantial portion of the marketplace, potentially causing a loss of reputation and brand equity
in the eyes of consumers who then engage in boycotts or other forms of protest. With sufficient scale
exacerbated by social media, such actions could result in lower earnings and cash flow, similarly causing losses
to investors.
Constitutional Framework and Interpretation Risk – In recent years, the U.S. Federal court system has
increasingly restrained certain actions of what some commentators have referred to as the “Administrative State”
in which the Executive branch illegitimately and unconstitutionally exercises authority granted to either the
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Legislative or Judicial branches under the U.S. Constitution. The implications of this developing case law are
profound and far-reaching. The Firm believes the most likely outcome is that the authority of the Federal
government will reflect a more traditional understanding of the separation of powers and, as it pertains to the
Executive branch, agency actions will be more restricted to narrowly drawn boundaries explicitly authorized by
the citizens through Congressionally approved legislative text. While the specifics are impossible to predict, the
Firm’s belief is this will likely unfold as an initial chaotic period followed by a stabilization in which rulemaking
activity slows dramatically and is far less ambitious.
For example, on June 28th, 2024, the United States Supreme Court handed down a decision in Loper Bright
Enterprises v. Raimondo that ended the 40-year precedent known as “Chevron deference”. Under Chevron,
courts would defer to the expertise of Executive branch agencies when it came to the interpretation of statutes
those agencies administer, particularly if there were two conflicting interpretations that an ordinary person
might consider reasonable. Increasingly, this meant that regulatory interpretations, and thus enforcement,
would whipsaw following the election of a new President as agencies sought to enact policy goals via the rule
making process.
Similarly, on June 27th, 2024, the U.S. Supreme Court ruled in Securities and Exchange Commission v. Jarkesy that
the SEC’s long-established practice of using in-house tribunals led by Administrative Law Judges was
unconstitutional when the agency sought civil penalties as it denied defendants the guaranteed right to a trial by
jury. As noted in the dissent, there are “more than two dozen agencies” that utilize administrative proceedings
to impose civil penalties on individuals and companies.
Changes in regulatory framework can exert tremendous influence upon business conditions and therefore the
cash flow and profitability of enterprises that had relied upon previous guidance or rules. It is possible that one
or more investments owned by clients of the Firm may suffer loss(es) arising from such changes.
Reputational Risk – As a result of widespread communication networks, namely in the form of social media, it is
now not just possible, but increasingly likely, that a reasonable, nuanced conversation involving a wide range of
topics can be taken out of context, disseminated, and amplified by a relatively small number of disgruntled people
creating the appearance of mass outrage. Companies and institutions that are reactionary, including by firing or
dismissing an “accused” executive who was believed to say or write something culturally offensive, might find
themselves on the hook for considerable financial settlements. Conversely, in situations where an executive is
believed to have said or written something offensive, even if the company finds no cause of action or that the
comments were misconstrued (or, in some cases, that the accusations were outright false), there can be no
assurance that consumers may not modify their purchasing behavior in an attempt to boycott the company
associated with the individual, potentially leading to loss. Relatedly, the technology now exists whereby an
executive or employee of a company can be targeted for social pressure or blackmail using “deep fake” videos or
photos showing offensive or illegal behavior that is all but indistinguishable from a real video or photo despite
being entirely fabricated.
Opinion, Commentary, and Forecast Risk – Kennon-Green & Co. believes it is important that clients hear directly
what their fiduciary is thinking about matters related to the management of their capital. Accordingly, Kennon-
Green & Co., its owners, Managing Directors, employees, or other related parties, as well as the companies in
which it has clients invest funds, as well as the employees of those businesses, may, in the ordinary course of
business, share opinions, statements on investment strategies, the economy, market conditions, the political
environment, and numerous other topics including, but not limited to, estimates of intrinsic value, revenue or
earnings projections, expectations for dividend rates, share repurchases, or debt reduction, etc. There is no
guarantee that these statements or opinions will prove to be correct, and, in some cases given the nature of the
topic, are inherently unknowable and/or speculative. None of these views, statements, or commentary should
be relied upon as fact. Furthermore, views, statements, and commentary shared by Kennon-Green & Co., its
owners, Managing Directors, employees, or other related parties, including those shared in private client letters,
recorded interviews, or other media, are as-of the original date made, are not intended as a forecast nor a
guarantee of future results, do not constitute investment advice, and are subject to change without notice.
Page 29 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Black Swan and Outside Context Events Risk – Rare, unforeseen events with potentially cataclysmic financial,
political, legal, and human consequences have occurred, can occur, and most likely will occur in the future. These
events can lead to devastating, permanent, and irreversible losses for investors. Financial market participants
often fail to fully incorporate the probability or consequence of such events into capital allocation decision-
making and the Firm may make the same mistake. As unpleasantly, even if the Firm is able to predict an event,
Kennon-Green & Co. may be unable to mitigate the damage of the event for clients.
One such illustration from history is the Black Death, which killed an estimated 30% to 60% of the entirety of the
population of Europe, peaking between 1346 and 1353. Should such an event occur in the future, especially given
the demographic shifts that have resulted in a significant portion of the world’s population residing in closely-
connected urban areas that could facilitate a more rapid transmission of infection from person-to-person during
a pandemic, it would result in a permanent, meaningful destruction of intrinsic value and market value for nearly
every imaginable asset class as both demand for products and services, as well as the capability to deliver those
products and services due to the loss of human capital, collapsed. This could lead to the bankruptcy of many
issuers of securities and, in extreme cases, the collapse of governments and societies. Importantly, other
emergencies including, but not limited to, health-related emergencies such as pandemics with significantly lower
death counts than the Black Death, may still result in meaningful economic loss as a result of changes in consumer
behavior, Federal, state, and/or local governments attempting to, and in some cases, successfully, shut[ting]
down or otherwise limit[ing] businesses (e.g., restricting the capacity of a restaurant or requiring all hotels to
suspend operations), financial institutions being unable or unwilling to extend liquidity during times of
heightened uncertainty, and/or supply chain breakdowns that make conducting ordinary business difficult,
impossible, or prohibitively expensive.
Another example of such a risk would be the development of Artificial Intelligence, or A.I. Many individuals,
including influential individuals running deep-pocketed institutions, are presently excited about the possibilities
A.I. presents humanity, envisioning innumerable perceived and potential benefits to civilization should it occur
despite the existing challenges. The Firm does not share their optimism. Should a machine or computational
mechanism find itself endowed with sentience, several potential phenomena could result in it exponentially
increasing both its processing power and analytical capability in a matter of minutes, hours, or days, leading to a
runaway situation that grew far beyond the ability of programmers, scientists, military, and safeguards to contain
it. One potential scenario would be the development and deployment of a botnet that allowed the machine
sentience to outsource much of the requisite processing power needed to build its capabilities quietly and
unnoticed by its developers. As has been observed by critics of potential A.I., it is far easier for a machine to gain
knowledge than it is values that are compatible with human happiness and morality. Should this occur, it could
be an extinction-level event and result in catastrophic financial losses for investors.
The list of potential black swan and outside context events is both expansive and, by its very nature, unknowable.
Gamma-ray bursts hitting Earth, a geomagnetic pole reversal, the arrival or revelation of extraterrestrial
intelligent life, particularly if such life is hostile, the creation of a miniature black hole in a particle accelerator
which should not be a problem under scientists’ present understanding of physics but that still represents an
unknown potential wipe-out event in actual practice should that understanding be mistaken; these are but a
handful of innumerable events that could have material, permanent, and harmful effects on the value of a client’s
investment, investments, or entire portfolio.
The Risk of a Post-Pax Americana World – Following the end of World War II in 1945, the United States emerged
as the wealthiest, most powerful empire in the history of human civilization. By serving as the world’s police
force, including maintaining a disproportionate cost of global defense, long-term capital formation flourished; a
boon greatly amplified by the lowering of trade barriers including tariffs and the ability of companies to arrange
shipments across international waters made safe by the United States military. While the policies of post-war
neo-liberalism have been criticized in recent years by ill-informed and misguided ideologues, those policies
remain the driving force behind an elimination of global suffering that exceeded even the wildest dreams of
optimists. For example, the aforementioned lowering of trade barriers caused tens of millions of low-skill jobs in
the United States to experience reduced wages through de-industrialization, but on a broader scale, it has been
estimated that more than one billion people were lifted out of crushing poverty.
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Furthermore, many line-items in the Federal budget that appear as expenses are, in fact, extraordinary
investments that pay dividends to American citizens for generations. For example, the subsidization of certain
international climate change adaptation programs may help maintain natural resources that are useful to
America’s military and/or industry, allow government workers to develop relationships with officials in countries
that may be strategically important, and, if it results in a higher standard of living for the local population, reduce
those seeking to migrate to, or request asylum in, the United States, thus allowing the U.S. to focus its
immigration efforts on attracting highly skilled professionals and experts, instead.
If the United States engages in a prolonged period of isolationist behavior, including reducing international
defense spending, withdrawing or pulling back significantly from international mutual defense obligations,
erecting trade restrictions including material tariffs, and/or reducing grant allocations for scientific and
humanitarian purposes, any perceived savings in the short-term may result in dramatically higher costs, both
explicit and opportunity, in future decades and for future generations. In some cases, these costs may be readily
apparent – e.g., tariffs on allies such as Canada and Mexico could result in a painful rise in inflation for housing
as a meaningful portion of materials such as timber and drywall are sourced from these nations – whereas in
other cases, they may be impossible to quantify – e.g., the lack of a cure for horrific diseases or plagues that
otherwise might have existed.
Item 9. Disciplinary Information
There have been no disciplinary events and no material legal events related to Kennon-Green & Co. or any
member of management.
Item 10. Other Financial Industry Activities and Affiliations
A. Neither Kennon-Green & Co., nor any management person, is registered, or has an application pending
to register, as a broker-dealer or a registered representative of a broker-dealer.
B. Neither Kennon-Green & Co., nor any management person, is registered, or has an application pending
to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor,
or an associated person of the foregoing entities.
C. Neither Kennon-Green & Co., nor any management person, has any relationship or arrangement that is
material to the Firm’s advisory business or to the Firm’s clients with any related person listed below:
1. Broker-dealer, municipal securities dealer, or government securities dealer or broker
2.
Investment company or other pooled investment vehicle (including a mutual fund, closed-end
investment company, unit investment trust, private investment company, or “hedge fund,” and
offshore fund)
Insurance company or agency
3. Other investment adviser or financial planner
4. Futures commission merchant, commodity pool operator, or commodity trading advisor
5. Banking or thrift institution
6. Accountant or accounting firm
7. Lawyer or law firm
8.
9. Pension consultant
10. Real estate broker or dealer
11. Sponsor or syndicator of limited partnerships
D. Kennon-Green & Co. does not recommend or select other investment advisers for its clients and does
not receive compensation directly or indirectly from any other adviser.
Page 31 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Item 11. Code of Ethics, Participation or Interest in Client
Transactions, and Personal Trading
Kennon-Green & Co. takes its ethical responsibilities to clients seriously and, as required by its fiduciary duty
and further espoused in the Firm’s Credo (see page 41 for information about the Credo as well as the page
immediately following for a reproduction of the Credo), expects the Firm and all of its employees to act in the
best interest of the client. This includes behaving with unimpeachable integrity. To encourage a culture
compatible with these values, and to address many situations in which conflicts of interest may arise such as
those that occur as a result of personal trading and investments by the Firm’s employees, the Firm has adopted
a Code of Ethics. Every person employed by the Firm must read this Code of Ethics, agree to be bound by it, and
sign an acknowledgement of this agreement on an annual basis, confirming their commitment to the Firm’s
bedrock principles. Among other things, the Code of Ethics covers topics such as confidentiality of client
information, documentation of certain gifts and business entertainment items, a prohibition of insider trading,
and personal securities trading procedures. Kennon-Green & Co.’s Code of Ethics is available upon request.
A core tenant at Kennon-Green & Co. is that, subject to certain unique considerations such as general
appropriateness, the Managing Directors and various members of their family should invest a portion of their
own liquid net worth in portfolios containing similar, and in many cases, identical, securities as those selected
for clients. In fact, Kennon-Green & Co. believes that clients should demand this of any money manager because
this action demonstrates, profoundly and unequivocally, a commitment to clients in a way that words alone never
could; to let clients know that the Firm’s Managing Directors are willing to expose their funds, and the funds of
their family members, to many of the same risks and rewards they think appropriate for clients.
This doesn’t mean all portfolios will hold the same assets. In fact, the Firm may be buying one or more securities
or related securities for client account(s), the account(s) of one or more Managing Directors, and/or members
of their family while, at or about the same time, selling the same security or related securities for other client
account(s), the account(s) of one or more Managing Directors, and/or members of their family. This may occur
for a variety of reasons such as the appropriateness of a specific security or related security for a specific mandate
or the unique circumstances related to the owner of a given account. For example, a long-held common stock
in a value portfolio for a client who has requested a strict domestic mandate in his or her Investment Policy
Statement might undergo a corporate inversion and no longer be headquartered in the United States, in which
case the Firm would divest it for that client even if the Firm were simultaneously buying the stock or a related
security, including writing cash-secured equity puts, for the account(s) of one or more clients, Managing
Directors, or members of their family, particularly if the latter groups had a global or international geographic
mandate. It does mean that Kennon-Green & Co. endeavors to treat client capital with the same respect,
consideration, and attention given to the portfolios of the Firm’s owners and Managing Directors, as well as the
members of their family, holding true to the Firm’s value-based approach and acting in the best interest of the
client. The Firm wants clients to know Kennon-Green & Co. practices what it preaches. It is how Messrs. Kennon
and Green would want to be treated were the situation reversed.
While the Firm believes this is the only acceptable way for an asset management company to behave,
nevertheless, it is possible that the Managing Directors of the Firm, or one or more members of their family,
might benefit from market activity created by transactions involving a security or securities held in a client
portfolio. This creates a conflict of interest; e.g., if the Firm has been acquiring shares of a thinly traded stock for
one or more client accounts, and this same stock is held in an account or accounts of a Managing Director or one
or more members of the Managing Director’s family, they may benefit from any rise in share price created by the
buying activity. The Firm has implemented a Code of Ethics, as well as other policies and procedures, to protect
clients from this and other conflicts of interest that may arise related to this topic in order to always act in the
best interest of the client. For example, the Firm’s Code of Ethics, as well as other policies and procedures
adopted by the Firm, requires that, with very few exceptions permitted within applicable regulations and laws
such as money market funds or U.S. Treasury bills, anyone working for the Firm with access to inside information,
as well as certain family members of said “access persons” as they are known, hold their securities account(s) at
Page 32 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
one or more designated brokerage firms or other custodians and subject those accounts to electronic monitoring
by the Firm.
The Code of Ethics also requires access persons to pre-clear any personal securities investments, with the
exception of a limited number of securities such as government securities and short-term high-grade debt.
Certain affiliated accounts of the Firm, the Managing Directors, certain members of their family, and other related
entities may trade in the same securities as clients on an aggregated basis when such trades can be accomplished
consistent with the Firm’s obligation to achieve best execution. When this occurs, the affiliated account(s) and
client account(s) may share in execution costs and/or receive securities at a total average price.
In cases where trades are placed in individual accounts rather than aggregated, such as when a security or related
security is being bought or sold in a client account at or about the same time the same security or a related
security is being bought or sold in another client account or an account of a Managing Director, a member of
their family, or an account otherwise affiliated with the Firm, this presents a conflict of interest. The Firm
addresses this conflict of interest in several ways. Firstly, Kennon-Green & Co. focuses on a single investment
philosophy known as value investing. Therefore, in cases where different client accounts are buying or selling
the same or related securities at or about the same time, it will practically always be the result of personal
considerations unique to the client such as the need for liquidity, to bring the portfolio back into balance, or to
meet some other objective, not a result of the Firm having clients take opposite sides of a trade based on differing
valuation assumptions. These individual trades result from a specific portfolio review (for more information on
this topic, see Item 13. Review of Accounts beginning on page 37), which is usually done on a regular rotation or
due to an event that triggered the review such as a large deposit or withdrawal from a client account. The Firm
does not believe that on the whole, over time, any one particular client will be advantaged or disadvantaged
relative to any other particular client. Secondly, in cases where a Managing Director, member of their family, or
an account affiliated with the Firm is buying or selling a security or related securities on an individual account
basis, rather than an aggregated basis, while, at or about the same time the Firm is buying or selling a security or
related securities for client accounts on an individual account basis rather than on an aggregated basis, the Firm
gives client trade orders priority. For example, if the Firm were buying or selling a thinly traded stock in client
accounts on an individual basis, it would not submit buy or sell orders to broker-dealer(s) for an account or
accounts belonging to or affiliated with the Firm or a Managing Director until client buy or sell orders had been
filled.
The Code of Ethics imposes certain reporting requirements on access persons. Beginning at the later of the start
of employment or the date on which Kennon-Green & Co. first became a registered investment advisor in the
State of Missouri, and quarterly thereafter, access persons are required to provide a list of all securities
transactions in which they have any beneficial ownership interest as well as all securities in which they maintain
beneficial ownership except for those that are eligible for some exclusion under existing regulations or laws. If
an employee of the Firm is found to have violated the Code of Ethics, the Management Committee has the
authority to impose whatever sanctions it deems appropriate including, but not limited to, censure, disgorgement
of profit, suspension, or termination of employment.
Item 12. Brokerage Practices
Kennon-Green & Co. is independently owned by Managing Directors Joshua A. Kennon and Aaron M. Green and
not affiliated with any particular broker-dealer or custodian. The Firm will arrange for the execution of securities
brokerage transactions for the assets it manages through a broker-dealer that the Firm reasonably believes will
provide “best execution” unless otherwise directed by the client in writing.
The Firm’s preferred broker-dealer/custodian is Charles Schwab & Co., a FINRA registered broker-dealer and
member SIPC. Charles Schwab & Co., including certain of its subsidiaries, divisions, or affiliates (collectively
referred to as “Charles Schwab & Co.”), typically does not charge clients of investment advisors using its platform
separately for custody but, instead, earns its revenue from commissions, fees, markups, and other service charges
paid by the client to Charles Schwab & Co., mostly based upon trades executed within the account at the
instruction of Kennon-Green & Co., as well as interest spreads from surplus cash balances. Kennon-Green & Co.
Page 33 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
is a fee-only investment advisory firm. As such, Kennon-Green & Co. does not set the commissions charged to
clients, though it may attempt to negotiate commissions on behalf of clients, nor does the Firm receive any part
of the transaction fees, commissions, costs, markups, markdowns, and other fees and expenses charged to clients
by Charles Schwab & Co. or any other qualified broker-dealer, custodian, or service provider for the services they
provide to, or on behalf of, the client.
When recommending Charles Schwab & Co. to a client, the Firm considers a number of factors it believes to be
important in determining what is in the client’s best interest. These factors include reputation, customer service,
pricing, research, execution capabilities, technological innovation, and financial strength. In seeking best
execution for a client, the Firm does not look for the lowest possible cost but, instead, examines the totality of
whether the transaction represents the best qualitative execution, taking into consideration the entirety of the
services provided by the broker-dealer, including research, commission rates, responsiveness, and execution
capabilities. This means that even though the transaction fees, commissions, costs, markups, markdowns, and
other fees and expenses paid by the clients of Kennon-Green & Co. will comply with the Firm’s duty to obtain
best execution, a client may pay transaction fees, commissions, costs, markups, markdowns, and other fees and
expenses that are higher than another qualified broker-dealer might have charged the client to effect the same
transaction whenever the Firm determines, in good faith, that the fees, commissions, costs, and other expenses
are reasonable in relation to the value of the brokerage and research services received. It is important that the
client understand, as mentioned in Item 5. Fees and Compensation, beginning on page 7, particularly sub-section
Other Fees beginning on page 11, the fees a client incurs from executing trades such as brokerage commissions
or transaction fees charged by the designated broker-dealer/custodian are exclusive of, and in addition to, the
investment advisory fees the client pays Kennon-Green & Co.
When possible and the Firm believes it to be advantageous to clients, such as allowing the Firm to achieve trades
in a more efficient or equitable manner, Kennon-Green & Co. may utilize aggregate trading. Trade aggregation
involves trading aggregate blocks of a security or securities composed of assets from multiple client accounts.
Securities are allocated among the accounts in a pre-determined allocation. In the event a trade is not allocated
as expected prior to the trade, exceptions are recorded and explained. Accounts participating in any particular
aggregated trade receive an average price.
Kennon-Green & Co. is not required to use aggregate trading and may choose not to aggregate trades for
numerous reasons. For example, as explained in Item 11. Code of Ethics, Participation or Interest in Client
Transactions, and Personal Trading beginning on page 32, individual trades often result from a specific portfolio
review, which is usually done on a regular rotation or due to an event that triggered the review such as a deposit
or withdrawal from a client account (for more information on this topic, see Item 13. Review of Accounts
beginning on page 37). The Firm may choose not to aggregate trades when rebalancing a single client account
or selling assets in a client account to raise liquidity. The Firm may or may not aggregate trades when engaging
in certain derivative strategies such as writing cash-secured puts given that these transactions are frequently
tailored specifically to the available cash in a client account, a specific client’s time horizon, the existing asset
allocation of a client’s portfolio, and other considerations relevant to the individual client. The Firm may choose
not to aggregate trades in situations such as when dealing with a client whom has negotiated a bespoke mandate
that involves securities not widely held by other clients of the Firm. Regardless of the reason the Firm decides
to place individual trades on behalf of a client rather than aggregating trades, as mentioned in Item 6.
Performance-Based Fees and Side-by-Side Management beginning on page 13, Kennon-Green & Co. reviews
trade aggregation and allocation policies as well as its procedures at least annually to ensure that no client is
being systematically favored and, as mentioned in Item 11. Code of Ethics, Participation or Interest in Client
Transactions, and Personal Trading beginning on page 32, the Firm has policies and procedures in place to act in
the best interest of the client when effecting trades in individual accounts rather than on an aggregated basis so
that, over time, Kennon-Green & Co. is behaving in a way that the Firm believes treats all clients equitably.
In certain situations, the Firm may arrange for a client or a specific client account to use another broker-
dealer/custodian other than Charles Schwab & Co. when Kennon-Green & Co. believes the broker-dealer will
provide “best execution” and doing so will serve the best interest of the client. For example, Kennon-Green &
Co. may recommend Interactive Brokers, a FINRA registered broker-dealer and member SIPC, for broker-dealer
Page 34 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
and custody services involving certain international geographic or bespoke mandates. The same considerations
involving best execution considering the totality of services offered and the best interest of the client that apply
to Charles Schwab & Co also apply to other broker-dealers/custodians such as Interactive Brokers.
In other situations, a client may request, and Kennon-Green & Co. may agree solely at its discretion, that the
Firm execute trades through Charles Schwab & Co., Interactive Brokers, or another broker-dealer of the Firm’s
choice but have those trades settle against a custody account the client maintains at another qualified custodian
such as a different broker-dealer or a bank trust company. This will increase costs and fees for the client.
In certain situations, the Firm may allow a client to use a broker of the client’s choice. This means that the Firm
will allow the client to instruct Kennon-Green & Co. to effect transactions through a particular broker-dealer of
the client’s choice. If the Firm agrees to such an arrangement, Kennon-Green & Co. will require the client to
execute a written document in which the client assures the Firm that the client has, without the Firm’s
involvement, arranged with the specified broker to provide the necessary trade execution, clearance, settlement,
brokerage servicing, custody, and other requisite services necessary for the Firm to provide discretionary
services for the account and that the client has negotiated the transaction fees, commissions, costs, markups,
markdowns, and other fees and expenses.
It is important for a client to understand that if the client requests for the Firm to use a specified broker of the
client’s choice for all trades related to the client account(s), and the Firm agrees to the arrangement:
1. Kennon-Green & Co. may not be able to achieve the most favorable execution of the client’s transactions;
2. The brokerage arrangement may result in the client paying higher transaction fees, commissions, costs,
markups, markdowns, and other fees and expenses as well as paying higher prices when purchasing a
security or securities and receiving lower prices when selling a security or securities due to larger
spreads or, in some other way, receiving less favorable net prices;
3. The client may be at a disadvantage to other clients of Kennon-Green & Co. who have not requested
such a brokerage arrangement and who may pay lower or otherwise more favorable transaction fees,
commissions, costs, markups, markdowns, and other fees and expenses, experience more favorable
spreads when buying or selling a security or, in some other way, experience more favorable pricing even
when dealing in the same or similar securities at or about the same time;
4. Kennon-Green & Co. will not be in a position to easily negotiate transaction fees, commissions, costs,
markups, markdowns, and other fees and expenses on behalf of the client; and
5. The Firm will not aggregate the client’s trades with the trades of other accounts managed by Kennon-
Green & Co., but rather, trade within the account on an individual basis. This means the client will not
receive any of the benefits of aggregated trading when and if available.
In addition to the benefits, products, and, services it provides the Firm’s clients, Charles Schwab & Co. provides
Kennon-Green & Co. certain benefits, products, and services, including many that are generally not available to
retail clients of Charles Schwab & Co. and which may not directly benefit all clients or all client accounts; e.g.,
access to mutual funds and other investments that are otherwise generally available only to institutional investors
or would require a significantly higher minimum initial investment. Many of these benefits, products, and
services may be used by the Firm to service some, all, or some substantial number of client accounts including
client accounts not maintained at Charles Schwab & Co. and in no way does the Firm attempt to allocate to clients
the benefits, products, or services received from Charles Schwab & Co. in a manner that is proportional to trade
activity within an account or any other measure such as proportional assets held in custody at Charles Schwab
& Co. Charles Schwab & Co. may discount or waive fees it would otherwise charge for some of these benefits,
products, and services, or pay all or a part of the fees of a third-party providing these benefits, products, or
services. Charles Schwab & Co. may also provide other benefits such as educational events or occasional business
entertainment of Kennon-Green & Co. personnel.
Ordinarily, Charles Schwab & Co. makes these benefits, products, and services available to all independent
investment advisors on an unsolicited basis, at no charge, so long as a total of at least $10 million of the advisor’s
clients’ assets are maintained in accounts at Charles Schwab & Co. These benefits, products, and services are
Page 35 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
not considered to be paid for with soft dollars and are not contingent upon any specific level of commission
volume or trading activity. (A soft dollar arrangement is defined as the receipt of “research or other products or
services, other than execution, provided by brokers or a third party to the investment adviser in connection with
client transactions”2.) Kennon-Green & Co. does not have a contract in place with its preferred broker-
dealer/custodian, Charles Schwab & Co., or any other broker-dealer or custodian regarding any soft dollar
arrangement as the Firm operates on a fee-only basis.
Some of these benefits, products, and services may not benefit clients directly as they are designed to assist
Kennon-Green & Co. with certain administrative and managerial tasks. In addition, Kennon-Green & Co. benefits
from the arrangement in other ways. For example, the Firm does not have to pay to produce or acquire these
benefits, products, and services when it otherwise would have had to do so. Charles Schwab & Co.’s products
and services that assist the Firm in managing and administering clients’ accounts include software and other
technology that (i) provide access to client account data (such as trade confirmations and account statements);
(ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide
research, pricing and other market data; (iv) facilitate deduction of Kennon-Green & Co.’s fees from the Firm’s
clients’ accounts; and (v) assist with back-office functions, recordkeeping and client reporting. Charles Schwab
& Co. also offers other services intended to help Kennon-Green & Co. manage and further develop its business
enterprise. These services may include: (i) compliance, legal, and business consulting; (ii) publications and
conferences on practice management and business succession; and (iii) access to employee benefits providers,
human capital consultants, and insurance providers. Furthermore, some third-party vendors, such as advanced
portfolio performance software-as-a-service providers that the Firm uses or may use in the future, offer or may
offer discounts, and in some cases, significant discounts, to investment advisory firms that have clients hold
assets through Charles Schwab & Co.
In evaluating whether or not to recommend or require clients to custody assets at Charles Schwab & Co., the
Firm may take into account the availability of some of the benefits, products, and services previously discussed,
as well as other arrangement or benefits, products, and services, as part of a number of factors Kennon-Green &
Co. considers. This means the Firm will not focus solely, in isolation, on the cost or quality of brokerage and
custody services Charles Schwab & Co. provides to clients. This presents a potential conflict of interest because
Kennon-Green & Co. has an incentive to recommend or require Charles Schwab & Co. for the reasons previously
disclosed. Relatedly, if the Firm recommends or requires clients use another broker-dealer/custodian, such as
Interactive Brokers in the case of clients who request an international geographic mandate, a substantially similar
potential conflict of interest is present because many other broker-dealers, including Interactive Brokers, also
offer similar benefits, products, and services to investment advisors, which creates an incentive for the Firm to
recommend those broker-dealers. The Firm will disclose to clients any conflicts of interest it believes exist or
arise when selecting or dealing with a broker-dealer. Clients are encouraged to contact the Firm if they have any
questions about a specific broker-dealer relationship.
The Firm evaluates its broker-dealer/custodian recommendations and arrangements at least annually to ensure
that conflicts of interest are being disclosed, Kennon-Green & Co. is acting in the best interest of the client, and
the Firm is satisfied that best execution is being achieved taking into consideration the totality of all relevant
factors including those that are qualitative.
Kennon-Green & Co. does not receive client referrals from any broker-dealer.
2 Reference: U.S. Securities and Exchange Commission Investor Bulletin: Amendments to Form ADV – New
Disclosure Requirements for Investment Advisors, section “Brochure” bullet point “Brokerage practices” accessed
at 12:55 p.m., CST on March 20, 2018 at https://www.sec.gov/investor/alerts/bulletin-formadv.htm
Page 36 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Item 13. Review of Accounts
Client accounts are typically reviewed by one or both Managing Directors on a periodic basis, usually at least
once per quarter but often more frequently, particularly in the case of certain large accounts that may be
reviewed daily or monthly. These periodic reviews include an analysis of the portfolio composition, checking the
portfolio against its Investment Policy Statement to make sure it is still in harmony with the mandate and strategy
established with the client, and an examination of certain risks that might have arisen such as an
overconcentration in a specific position or group of positions due to changes in market valuation of the individual
portfolio components. Additionally, certain events may trigger a review such as a client depositing or
withdrawing funds. Trading activity in a client account is reviewed on or within one business day following a
trade executed on behalf of a client to verify that the trade was executed correctly.
In addition to the account statements generated by, and provided to the client directly from, the client’s
independent custodian, Kennon-Green & Co. may provide clients with its own periodic supplemental reports, as
well as other reports, including those generated and produced by a third-party advanced portfolio performance
technology provider. Clients are capable of generating many of these reports in a written PDF document on-
demand through the Firm’s private client portal without the Firm’s assistance. The selection of on-demand
reports available to clients include data points such as historical transaction lists of passive income received
(dividends, interest, etc.), and portfolio holdings organized by asset class, sector, industry, account, and/or
weighted value. The Firm, and its third-party advanced portfolio performance technology provider, may add,
remove, expand, or modify the list of available reports from time to time in an effort to enhance and/or
streamline the private client experience, including as a result of taking into consideration client feedback and
requests.
Clients are urged to compare any statements and reports issued by the Firm, including through its chosen third-
party technology provider(s), with the statements and reports issued by the client’s custodian to identify and
bring to the Firm’s attention any discrepancies as soon as possible. The Firm believes these supplemental
documents offer additional insight into the specifics of the client’s account(s) both individually and, if applicable
and agreed upon by individual clients within a household, on a household level. The Firm believes these
documents are particularly beneficial to married couples who have many different accounts under management
at Kennon-Green & Co., as well as families with multi-generational wealth, and who desire a consolidated view
of all of the assets the Firm oversees on their behalf. Furthermore, the Firm believes supplemental documents
provided to client might better assist the client and his, her, or its other advisors, including tax advisors,
accountants, attorneys, financial planners, or other specialists, in better understanding what the client owns,
performing audits, and/or projecting estimates of potential future income.
Item 14. Client Referrals and Other Compensation
Kennon-Green & Co. does not receive any compensation for managing client accounts other than the investment
advisory fees it receives from clients. Furthermore, the Firm does not compensate any person or entity for client
referrals.
Item 15. Custody
Kennon-Green & Co. is not a broker-dealer. The Firm will not accept, and does not maintain, custody of client
assets. Instead, client assets are held in custody by an independent qualified custodian, often the Firm’s preferred
custodian, Charles Schwab & Co. Kennon-Green & Co. has a limited power of attorney to place trades within an
account on behalf of the client. Based upon the prior written authorization of the client, the Firm will submit its
fees to the client’s custodian, which will deduct those fees from the client’s account(s) and distribute them to
Kennon-Green & Co.
The client’s custodian will issue trade confirmations and regular statements, in most cases, monthly, but in all
cases, no less than quarterly, which the client should review promptly. As explained in Item 13. Review of
Page 37 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Accounts beginning on page 37, Kennon-Green & Co. may provide clients with its own periodic supplemental
reports, as well as other reports, including those generated and produced by a third-party advanced portfolio
performance technology provider, which are in addition to the account statements generated by, and provided
to the client directly from, the client’s independent custodian. Clients are urged to compare any statements and
reports issued by the Firm, including through its chosen third-party technology provider(s), with the statements
and reports issued by the client’s custodian to identify and bring to the Firm’s attention any discrepancies as soon
as possible.
Please note that to maintain client privacy and security due to the sensitive nature of the documents, as well as
to reduce the Firm’s environmental impact, client invoices are made available electronically.
Item 16. Investment Discretion
Kennon-Green & Co. generally has clients execute a limited power of attorney to act on a fully discretionary basis
on behalf of the client. This means the Firm does not seek client permission before placing trades in a client
account. The Firm has discretionary authority to determine the broker or dealer to be used for a purchase or
sale of securities for a client’s account. The Firm has authority to determine whether, which, and how much of a
given asset, security, or type of security is purchased or sold in pursuit of an account’s investment objectives.
Typically, Kennon-Green & Co. will agree to most reasonable limitations or restrictions to the Firm’s authority,
such as honoring a request to abstain from the purchase of securities issued by tobacco manufacturers, though
the client should be aware that reducing the number of potential portfolio components may reduce
diversification, result in lower or otherwise different returns, and make it more difficult to attempt to meet a
given investment objective. The client must provide Kennon-Green & Co. written instructions requesting such
limitations on an account, to be included with the Investment Policy Statement. The Firm must agree to a
restriction prior to that restriction becoming effective for an account.
Item 17. Voting Client Securities
The Firm does not vote client securities. Clients are responsible for any and all matters with respect to the voting
of proxies for securities held within their account(s). Clients will receive proxy materials directly from their
respective custodian(s) and/or the transfer agent for a security. If the client wishes to contact the Firm to discuss
how Kennon-Green & Co. believes the client should vote, he, she, or it is free to do so by submitting a written
request through email, calling the Firm, or inquiring during an in-person, by-appointment meeting. In some
cases, the Firm may recommend to a client or clients a particular course of action and encourage the client or
clients to vote for such proposal or offer when Kennon-Green & Co. believes it is in the best interest of the client
but the client is under no obligation to follow this recommendation. If, in such a situation, Kennon-Green & Co.
is aware of a conflict of interest regarding a client who requests advice on how to vote his, her, or its proxy, the
Firm will promptly disclose the conflict of interest to the client.
Item 18. Financial Information
There is no information required by this item because:
1. Kennon-Green & Co. is not aware of any financial condition that is reasonably likely to impair the Firm’s
ability to meet its contractual commitments to clients.
2. Kennon-Green & Co. does not require or solicit prepayment of fees that are both six months or more in
advance and that are $1,200 or greater.
3. Kennon-Green & Co. has never been the subject of a bankruptcy petition.
Page 38 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Additional Information
Class Action Lawsuits for Securities Positions
Kennon-Green & Co. does not monitor, nor does the Firm determine, if securities held by a client are the subject
of a class action lawsuit or if a client is eligible to participate in class action litigation or class action settlements.
The Firm does not participate, initiate, or otherwise engage in litigation or other legal actions to recover damages
on the behalf of clients from issuers of securities the client may have held or currently holds if a court determines
those issuers have injured the client as a result of negligence, misconduct, fraud, another crime, or any other
actions. If a client wishes to pursue potential settlement related to a securities position, the client will be
responsible for any and all efforts to do so.
Trade Errors
In the event a trading error occurs in a client account, the policy of Kennon-Green & Co. is to restore the account
to the position it should have been in had the trading error never occurred. Corrective measures will vary on a
case-by-case basis but may include actions such as reimbursing the account, adjusting an allocation, and/or
cancelling the trade. In the event a trading error results in a profit, the proceeds will be donated to a charity of
the Managing Directors’ choice.
Client Privacy
Kennon-Green & Co. takes the privacy and security of each client seriously. Besides having various physical and
technological safeguards in place to protect client data, the Firm will not sell information about a client or a
client’s account(s) to anyone. Moreover, the Firm provides each client a copy of the Kennon-Green & Co. Privacy
Policy prior to the signing of an Investment Advisory Agreement as well as provides a current Privacy Policy
Notice on an annual basis to keep the client updated regarding the status of the Firm’s privacy practices.
The Firm does not disclose any non-public personal information about a client to any non-authorized or non-
affiliated third parties except as permitted or required by law, when it is required to process a transaction, when
it is requested by the client, or when it is necessary to the servicing of the client account; e.g., the Firm does and
will in the future share client information with service providers and third-party vendors such as broker-dealers,
accountants, attorneys, consultants, transfer agents, and certain other entities, such as SS&C Advent Black
Diamond, which handles the Firm’s advanced portfolio performance reporting, client portal, and reconciliation
needs.
Page 39 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Personal Writings and Publications
In his individual capacity, Joshua A. Kennon regularly writes and publishes articles, essays, lessons, and other
content related to investing, finance, business, and additional topics such as cooking, politics, and philosophy on
his personal blog at https://www.joshuakennon.com. In addition, during a period between February 2001 and
November 2017, Mr. Kennon was the Investing for Beginners Expert (formerly “Guide”) at About.com and, later,
its successor Dotdash (for the sake of clarity, throughout this document, “About.com” will refer to About.com, its
successor Dotdash, and any other affiliate, subsidiary, joint partnership, or other licensee to which the network
granted the right to publish Mr. Kennon’s works) with nearly all of his content published at either
https://beginnersinvest.about.com or https://www.thebalance.com. The use of the term “Expert” and “Guide”
by About.com did not denote any specific level of training, qualification, expertise, or knowledge and was typically
used for all the network’s contract writers responsible for overseeing a given topic. Furthermore, Mr. Kennon
has occasionally given interviews, including in print and on radio, discussing various investing topics.
In the case of content written, or interviews given, prior to regulatory approvals of Kennon-Green & Co. by the
State of Missouri in 2016, Mr. Kennon was not, and had never been, active in the advisory business. Instead, Mr.
Kennon was writing and speaking for entertainment and academic purposes and was not subject to the
regulations that apply to owners of a Registered Investment Advisor or to Registered Investment Advisor
Representatives as he was neither at the time. During this extensive span of time, which began when he was an
18-year old senior in high school, Mr. Kennon’s output was prodigious. It covered what he believes to be
thousands of articles, posts, and other pieces consisting of hundreds of thousands, or perhaps millions, of written
words, many of which he can no longer recall due to the sheer volume of content he created over this extended
period. The writings he produced related to investing topics were largely educational in nature; e.g., defining
concepts such as municipal bonds, showing the reader how to calculate different types of financial ratios,
explaining what an index fund is, demonstrating how a dividend reinvestment program works, doing case studies
of businesses and individuals. Mr. Kennon received, and, despite his resignation may continue to receive under
certain conditions, revenue from many of these writings based on page views, click-through rates, or other
metrics from the content he authored and that remains live on one or more of About.com’s network of sites. As
Mr. Kennon’s husband, Mr. Green had, and continues to have, an interest in this income because it represents an
economic benefit to their household.
Unlike traditional newspaper, magazine, book, and other print media, digital publications written in the electronic
age present unique challenges to the author. Whereas historical content printed in physical form is frozen in
time, in the case of content licensed to About.com in particular, Mr. Kennon does not have editing and updating
rights to the wording of the content, how the material is displayed by About.com nor to any of the other sites to
which it sub-licenses or transfers the content, nor is he able to control the displayed advertising around the
content despite the fact he retains copyright to the original article text. Under contractual agreements dating
back as far as 2001, About.com has, does, and, unless it agrees to forfeit the right in the future, which it is under
no obligation to do, will continue to maintain a perpetual right to edit or otherwise modify the content Mr.
Kennon wrote and licensed to the network. About.com does not permit its independent contractors, either
former or present, to delete or remove from publication articles that have been licensed to it without the
network’s permission.
Historically, About.com has exercised its right to edit Mr. Kennon’s content by hiring freelance writers to update,
reformat, and otherwise refresh its library of licensed content. Due to the limitations of About.com’s systems,
the edited article that appears on the live site immediately receives a new time stamp that overrides the original
publication date on the live site no matter how small the edit (e.g., a freelancer decided to add an image for the
purpose of improving the aesthetics of the article). Furthermore, even if content is changed (e.g., updating out-
of-date information such as IRA contribution limits in an educational post explaining what a Roth IRA is),
About.com’s system still shows the article as being written by Mr. Kennon. Mr. Kennon may not be informed, nor
is he entitled to be under the contracts signed with About.com, of the changes made to the content he licensed
to About.com in the past. Mr. Kennon may not be informed, nor is he entitled to be under the contracts he signed
with About.com, to changes in the network’s internal publishing systems, guidelines, technological capabilities,
Page 40 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
or publishing procedures following his resignation. It is possible the freelance writers or other representatives
of About.com may update content in a way that Mr. Kennon believes is erroneous or with which he does not
agree. About.com has the right to use his likeness in connection with marketing the licensed content, including
licensed content that the network or its representatives have modified without Mr. Kennon’s knowledge or
agreement. Over the coming years, as Mr. Kennon’s content is edited more extensively by third-party writers
without his knowledge, agreement, or involvement, he considers this to be a likely outcome.
Additionally, in an age of social media, it is not uncommon for Mr. Kennon’s articles and other publications to be
shared, copied, pasted, and reposted in various forums and websites, sometimes in part, erroneously, or out of
context, even if content is later updated, corrected, or clarified.
Although Mr. Kennon feels this is not a cause for concern given the educational nature of his of body of work and
his constant reminders over the years that he was not offering, and could not offer, investment advice but was,
rather, interested in the academic concepts behind the topics being discussed, both the Firm and Mr. Kennon
believe it is important that clients and potential clients make no reliance whatsoever upon his personal or
historical writings, including those licensed to About.com and its network of sites - such as, but not limited to,
https://beginnersinvest.about.com and https://www.thebalance.com - his personal blog, and other sites, as
well as any discussion of investing philosophy, examples of returns on specific investments or portfolios (e.g.,
using a specific dividend stock or group of stocks from a real purchase or portfolio to demonstrate how total
return or dividend reinvestment works or can be calculated or how a given portfolio performed compared to a
benchmark), strategies for valuing securities, conclusions about certain tax strategies, historical case studies of
certain businesses, sectors, industries, or individuals, and any or all materials written by Mr. Kennon, including
discussions in the comment section of his personal blog, as a basis for considering or maintaining an investment
with the Firm. Rather, clients and potential clients must rely solely upon this Form ADV, other regulatory
disclosures, advisory agreements with the Firm, and other publications released by Kennon-Green & Co., which
may or may not be authored by Mr. Kennon, as it pertains to determining whether to become and remain an
investment advisory client.
The Kennon-Green & Co. Credo
The Kennon-Green & Co. Credo is the philosophical, ethical, and moral heart of the Firm. Messrs. Kennon and
Green wrote it before accepting clients and intend for it to be a multi-generational document that guides the
operations of the Firm. The language was intended to encompass future growth and expansion; to be timeless
without the need for significant updates or modifications.
The Credo is designed to serve as a constant reminder of the high standards of conduct the Firm sets for itself.
Therefore, it is important for clients to become familiar with it.
What follows on the next page in italics is a copy of the Kennon-Green & Co. Credo.
Page 41 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
The Kennon-Green & Co. Credo
Our Responsibility to Our Clients
We believe our first responsibility is to our clients who have entrusted us with the privilege of managing their wealth. We must
never forget that the capital placed under our stewardship represents their hopes, dreams, sacrifices, and good fortune. We must
remind ourselves that they rely upon the principal and income from the portfolios we design, construct, monitor, and maintain on
their behalf and that we are fiduciaries who must act in their best interest. To encourage and reinforce this obligation, we must
seek to align our incentives with the interest of the client, maintaining a culture that puts us on the same side of the table as much
as possible. Fees should be fair, simple, and easy to understand. Whenever appropriate, we should be willing to take on the risks
and rewards to which we expose our clients by investing a meaningful amount of our own personal liquid net worth in portfolios
employing the same strategies, and holding securities similar, and in many cases, identical, to those selected for client portfolios of
a similar mandate. We must conduct ourselves and our operations with efficiency and integrity in all things. We must be our own
harshest critics, demanding high quality in everything we do. Sensitive information must be safeguarded. Systems must be built
with redundancy. When required or in the client’s best interest, we must value transparency. Otherwise, we must act with the
utmost discretion. Conflicts of interest should be disclosed immediately. Client questions or concerns should be addressed
promptly. The Managing Directors and Investment Committee should regularly communicate their thinking.
Our Responsibility to Our Employees
We are responsible to our employees. We must view each and every person who works for us as an individual with inherent human
dignity, recognizing their merit and accomplishment regardless of seniority or rank. We must provide equality of opportunity in
employment, development, and advancement for those who are capable, qualified, and willing. We must ensure that employees
are competent, dedicated, and that their decisions and actions are just and ethical. Compensation must be fair, adequate, and
apportioned in a manner that permits all employees to participate in our successes, not solely those at the top. Working conditions
must be clean, comfortable, safe, and sufficient for the task. We must foster an environment which encourages substance and
candor, including ensuring employees are free to make suggestions or highlight dissatisfaction without fear of reprisal. We must
behave in a way that makes employees feel secure in their jobs and income. We must remain aware of the family responsibilities
of employees, striving to help them meet those obligations and enjoy a rich and fulfilling personal life outside of the office.
Our Responsibility to Our Communities
We are also responsible to the communities in which we live and do business, the broader civilization, and the world. We must use
the Firm’s resources and influence to protect, encourage, and fight for human rights, including doing what we can to maintain
responsibly-regulated free markets. We must develop and support civic improvements and charitable causes. We must nurture
the arts and sciences. We must encourage rationality and education to help our fellow citizens live better lives. We must do our
part to preserve the environment, including being mindful of our use of natural resources and improving the property entrusted
to us. We must pay our share of fair and reasonable taxes. The communities in which we live and work must be better for having
us as citizens than they otherwise would have been. Concurrently, we must remember that our fiduciary duty to the client comes
first. If we encounter a situation in which our morals conflict with either the best interest of the client or a course of action the
client wishes for us to take, we must promptly notify the client and seek a resolution. In doing so, our integrity must never be for
sale.
Our Responsibility to Our Owners
Finally, we are responsible to our owners. A business exists to generate a satisfactory profit. We must build and maintain adequate
reserves that provide stability during the inevitable storms that will arise, frequently without warning. We must innovate and
constantly improve so we are best-in-class in whatever we do. We must reinvest for future growth, fund capital expenditures,
conduct research, and, while experimenting with new ideas and methods, never stray from our conviction that conservative
fundamental analysis is the only sound basis upon which to invest both client and Firm assets. We must stay true to our insistence
upon a margin of safety and prudent diversification no matter what fashions or follies may sweep Wall Street or Main Street, even
if it causes us to appear antiquated or become unpopular. Indeed, we must maintain fierce independence of thought, be willing to
suffer the derision of our competitors, and lose clients to those who would whisper falsehoods in their ear rather than behave in a
way that violates what we know to be right based upon sound analysis and timeless principles of value. In the end “this too shall
pass” and the reality of math cannot be ignored. If we do these things, our owners should enjoy a fair return.
Page 42 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Form ADV Part 2B “Brochure Supplement”
Item 1. Cover Page – Joshua A. Kennon
Item A
Supervised Person’s Name:
Joshua A. Kennon (CRD #6686246)
Supervised Person’s Business Address and Telephone Number:
Kennon-Green & Company, LLC
5031 Forest Drive, Suite A
New Albany, Ohio 43054
Phone: (614) 656-3638
E-Mail: clientservices@kennongreen.com
Date of the Supplement:
March 18, 2025
Item B
This brochure supplement provides information about Joshua A. Kennon that supplements the Kennon-Green
& Company, LLC brochure. That brochure is attached and precedes this brochure supplement. If that
brochure is not attached, or if you have any questions about the contents of this brochure supplement or
Kennon-Green & Co.’s brochure, please contact Joshua A. Kennon or Aaron M. Green at (614) 656-3638 or
clientservices@kennongreen.com.
Additional information about Joshua A. Kennon is available on the SEC’s website at www.adviserinfo.sec.gov.
Page 43 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Item 2. Mr. Kennon’s Educational Background and Business
Experience
JOSHUA A. KENNON was born in 1982. Mr. Kennon graduated in 2005 with a Bachelor of Arts in Music, magna
cum laude from Rider University after pursuing a liberal arts education that allowed him to enroll in a wide range
of courses covering music, accounting, finance, economics, history, and performance through what is now known
as the Westminster College of the Arts, which oversees the Westminster Choir College program.
Mr. Kennon is an entrepreneur who has founded and managed multiple companies. Between February 2001 and
November 2017, Mr. Kennon was the Investing for Beginners Expert (formerly “Guide”) at About.com during which
time he wrote a wide range of educational articles and essays on investing, finance, accounting, portfolio
management, and other related topics. (The use of the term “Expert”, and formerly “Guide”, by About.com during
Mr. Kennon’s time as an independent contractor did not denote any level of training, qualification, expertise, or
knowledge and was typically used for the network’s contract writers responsible for overseeing a given topic.) In
2005, Mr. Kennon co-authored The Complete Idiot’s Guide to Investing, 3rd Edition. For the past five years, his
business activity has consisted of the following:
• Mr. Kennon is a co-founder, co-owner, and Managing Director of Kennon-Green & Co. The Firm was
organized as a Missouri Limited Liability Company in October 2015 and began raising assets following
regulatory approval from the State of Missouri in September 2016. Mr. Kennon serves on the Firm’s
Management Committee and Investment Management Committee.
Item 3. Mr. Kennon’s Disciplinary Information
There is no information involving Joshua A. Kennon that must be disclosed under this item.
The internal policy of the Department of Business Oversight Investment Adviser Licensing Unit in the State of
California related to ADV items which pose a condition question is that they must be answered even if the
response is negative. Accordingly, both Mr. Kennon (the “supervised person” in this Item) and Kennon-Green &
Co. acknowledge that Mr. Kennon is not now, nor has he ever been, subject to any of the following:
A. A criminal or civil action in a domestic, foreign or military court of competent jurisdiction in which the
supervised person
2.
1. was convicted of, or pled guilty or nolo contendere (“no contest”) to (a) any felony; (b) a
misdemeanor that involved investments or an investment-related business, fraud, false
statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting,
or extortion; or (c) a conspiracy to commit any of these offenses;
is the named subject of a pending criminal proceeding that involves an investment-related
business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury,
forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses;
3. was found to have been involved in a violation of an investment-related statute or regulation;
or
4. was the subject of any order, judgment, or decree permanently or temporarily enjoining, or
otherwise limiting, the supervised person from engaging in any investment-related activity, or
from violating any investment-related statute, rule, or order.
B. An administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory
agency, or any foreign financial regulatory authority in which the supervised person
1. was found to have caused an investment-related business to lose its authorization to do
business; or
2. was found to have been involved in a violation of an investment-related statute or regulation
and was the subject of an order by the agency or authority
a) denying, suspending, or revoking the authorization of the supervised person to act in
an investment-related business;
Page 44 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
b) barring or suspending the supervised person's association with an investment-related
business;
c) otherwise significantly limiting the supervised person's investment-related activities;
or
d) imposing a civil money penalty of more than $2,500 on the supervised person.
C. A self-regulatory organization (SRO) proceeding in which the supervised person
1. was found to have caused an investment-related business to lose its authorization to do
business; or
2. was found to have been involved in a violation of the SRO’s rules and was: (i) barred or suspended
from membership or from association with other members, or was expelled from membership;
(ii) otherwise significantly limited from investment-related activities; or (iii) fined more than
$2,500.
D. Any other hearing or formal adjudication in which a professional attainment, designation, or license of
the supervised person was revoked or suspended because of a violation of rules relating to professional
conduct. If the supervised person resigned (or otherwise relinquished the attainment, designation, or
license) in anticipation of such a hearing or formal adjudication (and the adviser knows, or should have
known, of such resignation or relinquishment), Kennon-Green & Co. would disclose it here. However,
no such resignation, or otherwise relinquishment of the attainment, designation, or license, has
occurred and therefore no disclosure is required.
Item 4. Mr. Kennon’s Other Business Activities
Presently, Mr. Kennon has no other active business activities or employment commitments aside from Kennon-
Green & Co. with the exception of a special purpose Ohio real estate holding company that holds ownership of
the commercial building in which Kennon-Green & Co. conducts its operations and is otherwise immaterial.
As part of his family’s estate planning, tax planning, and gifting strategies, Mr. Kennon believes it to be a near
certainty that he will serve as manager, managing member, and/or trustee of one or more legal entities or
structures, which may include, but not be limited to, limited liability companies and trusts. These legal entities
or structures may hold investment assets for Mr. Kennon, his husband, his children, his family, his godchildren,
and/or others. The investment assets, and the legal entities and structures through which they are held, may
require nominal administrative and managerial time commitments.
For example, consider one hypothetical: If the United States were to experience a real estate collapse, Mr. Kennon
may decide to form a real estate holding company and gift membership units in the entity to his children, taking
advantage of the opportunity to purchase property, such as residential apartment buildings or commercial office
buildings. While serving as the manager of the entity, Mr. Kennon would be responsible for either the
performance or supervision of the related administrative and managerial tasks, such as completing closing
paperwork related to a property purchase or filing a partnership tax return. Mr. Kennon does not believe that
such a development would in any material way be a distraction to his responsibilities, or diminish his role, at the
Firm because his first professional and career priority is, and, he believes, will continue to be, Kennon-Green &
Co. Such situations and arrangements, when and if they arise, will not be fixed in terms of hours but satisfied on
an as-needed basis, almost always occurring during his personal time, such as late afternoon, evenings, on
weekends, and over holidays.
Item 5. Mr. Kennon’s Additional Compensation
Mr. Kennon does not receive any additional compensation for providing advisory services to the Firm.
Page 45 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Item 6. Mr. Kennon’s Supervision
The Management Committee of Kennon-Green & Co. is responsible for the management and supervision of the
Firm. This includes the management and supervision of the members of the Investment Committee and all
matters of material importance to the Firm. The general components, weightings, etc. that make up the Firm’s
investment strategies are determined from time to time by the consensus of the Investment Committee while
the actual implementation of portfolio construction, including rebalancing, is usually accomplished by Joshua A.
Kennon authorizing and/or submitting any final trade instructions. The Firm’s two Managing Directors, Joshua
A. Kennon and Aaron M. Green, who are married, serve as the only two members of the Management Committee
and Investment Committee. Both Managing Directors can be reached by calling Kennon-Green & Co. at (614)
656-3638.
Page 46 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Form ADV Part 2B “Brochure Supplement”
Item 1. Cover Page – Aaron M. Green
Item A
Supervised Person’s Name:
Aaron M. Green (CRD #6686256)
Supervised Person’s Business Address and Telephone Number:
Kennon-Green & Company, LLC
5031 Forest Drive, Suite A
New Albany, Ohio 43054
Phone: (614) 656-3638
E-Mail: clientservices@kennongreen.com
Date of the Supplement:
March 18, 2025
Item B
This brochure supplement provides information about Aaron M. Green that supplements the Kennon-Green
& Company, LLC brochure. That brochure is attached and precedes this brochure supplement. If that
brochure is not attached, or if you have any questions about the contents of this brochure supplement or
Kennon-Green & Co.’s brochure, please contact Joshua A. Kennon or Aaron M. Green at (614) 656-3638 or
clientservices@kennongreen.com.
Additional information about Joshua A. Kennon is available on the SEC’s website at www.adviserinfo.sec.gov.
Page 47 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
Item 2. Mr. Green’s Educational Background and Business
Experience
AARON M. GREEN was born in 1982. Mr. Green graduated in 2005 with a Bachelor of Arts in Music, cum laude
from Rider University after pursuing a liberal arts education that allowed him to enroll in a wide range of courses
covering music, accounting, finance, economics, history, and performance through what is now known as the
Westminster College of the Arts, which oversees the Westminster Choir College program.
Mr. Green is an entrepreneur who has founded and managed multiple companies. For the past five years, his
business activity has consisted of the following:
• Mr. Green is a co-founder, co-owner, and Managing Director of Kennon-Green & Co. The Firm was
organized as a Missouri Limited Liability Company in October 2015 and began raising assets following
regulatory approval from the State of Missouri in September 2016. Mr. Green serves on the Firm’s
Management Committee and Investment Management Committee.
Item 3. Mr. Green’s Disciplinary Information
There is no information involving Aaron M. Green that must be disclosed under this item.
The internal policy of the Department of Business Oversight Investment Adviser Licensing Unit in the State of
California related to ADV items which pose a condition question is that they must be answered even if the
response is negative. Accordingly, both Mr. Green (the “supervised person” in this Item) and Kennon-Green &
Co. acknowledge that Mr. Green is not now, nor has he ever been, subject to any of the following:
A. A criminal or civil action in a domestic, foreign or military court of competent jurisdiction in which the
supervised person
2.
1. was convicted of, or pled guilty or nolo contendere (“no contest”) to (a) any felony; (b) a
misdemeanor that involved investments or an investment-related business, fraud, false
statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting,
or extortion; or (c) a conspiracy to commit any of these offenses;
is the named subject of a pending criminal proceeding that involves an investment-related
business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury,
forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses;
3. was found to have been involved in a violation of an investment-related statute or regulation;
or
4. was the subject of any order, judgment, or decree permanently or temporarily enjoining, or
otherwise limiting, the supervised person from engaging in any investment-related activity, or
from violating any investment-related statute, rule, or order.
B. An administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory
agency, or any foreign financial regulatory authority in which the supervised person
1. was found to have caused an investment-related business to lose its authorization to do
business; or
2. was found to have been involved in a violation of an investment-related statute or regulation
and was the subject of an order by the agency or authority
a) denying, suspending, or revoking the authorization of the supervised person to act in
an investment-related business;
b) barring or suspending the supervised person's association with an investment-related
business;
c) otherwise significantly limiting the supervised person's investment-related activities;
or
d) imposing a civil money penalty of more than $2,500 on the supervised person.
C. A self-regulatory organization (SRO) proceeding in which the supervised person
Page 48 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
1. was found to have caused an investment-related business to lose its authorization to do
business; or
2. was found to have been involved in a violation of the SRO’s rules and was: (i) barred or suspended
from membership or from association with other members, or was expelled from membership;
(ii) otherwise significantly limited from investment-related activities; or (iii) fined more than
$2,500.
D. Any other hearing or formal adjudication in which a professional attainment, designation, or license of
the supervised person was revoked or suspended because of a violation of rules relating to professional
conduct. If the supervised person resigned (or otherwise relinquished the attainment, designation, or
license) in anticipation of such a hearing or formal adjudication (and the adviser knows, or should have
known, of such resignation or relinquishment), Kennon-Green & Co. would disclose it here. However,
no such resignation, or otherwise relinquishment of the attainment, designation, or license, has
occurred and therefore no disclosure is required.
Item 4. Mr. Green’s Other Business Activities
Presently, Mr. Green has no other active business activities or employment commitments aside from Kennon-
Green & Co. with the exception of a special purpose Ohio real estate holding company that holds ownership of
the commercial building in which Kennon-Green & Co. conducts its operations and is otherwise immaterial.
As part of his family’s estate planning, tax planning, and gifting strategies, Mr. Green believes it to be a near
certainty that he will serve as manager, managing member, and/or trustee of one or more legal entities or
structures, which may include, but not be limited to, limited liability companies and trusts. These legal entities
or structures may hold investment assets for Mr. Green, his husband, his children, his family, his godchildren,
and/or others. The investment assets, and the legal entities and structures through which they are held, may
require nominal administrative and managerial time commitments.
For example, consider one hypothetical: If the United States were to experience a real estate collapse, Mr. Green
may decide to form a real estate holding company and gift membership units in the entity to his children, taking
advantage of the opportunity to purchase property, such as residential apartment buildings or commercial office
buildings. While serving as the manager of the entity, Mr. Green would be responsible for either the performance
or supervision of the related administrative and managerial tasks, such as completing closing paperwork related
to a property purchase or filing a partnership tax return. Mr. Green does not believe that such a development
would in any material way be a distraction to his responsibilities, or diminish his role, at the Firm because his first
professional and career priority is, and, he believes, will continue to be, Kennon-Green & Co. Such situations and
arrangements, when and if they arise, will not be fixed in terms of hours but satisfied on an as-needed basis,
almost always occurring during his personal time, such as late afternoon, evenings, on weekends, and over
holidays.
Item 5. Mr. Green’s Additional Compensation
Mr. Green does not receive any additional compensation for providing advisory services to the Firm.
Item 6. Mr. Green’s Supervision
The Management Committee of Kennon-Green & Co. is responsible for the management and supervision of the
Firm. This includes the management and supervision of the members of the Investment Committee and all
matters of material importance to the Firm. The general components, weightings, etc. that make up the Firm’s
investment strategies are determined from time to time by the consensus of the Investment Committee while
the actual implementation of portfolio construction, including rebalancing, is usually accomplished by Joshua A.
Kennon authorizing and/or submitting any final trade instructions. The Firm’s two Managing Directors, Aaron
M. Green and Joshua A. Kennon, who are married, serve as the only two members of the Management Committee
Page 49 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement
and Investment Committee. Both Managing Directors can be reached by calling Kennon-Green & Co. at (614)
656-3638.
Page 50 | Kennon-Green & Co. Form ADV Part 2A Brochure & Part 2B Brochure Supplement