Overview
- Headquarters
- New York, NY
- Average Client Assets
- $18.2 million
- Minimum Account Size
- $50,000,000
- SEC CRD Number
- 149320
Fee Structure
Primary Fee Schedule (BIENVILLE ADV PART 2A 03 2025)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | $50,000,000 | 1.00% |
| $50,000,001 | $150,000,000 | 0.75% |
| $150,000,001 | and above | 0.50% |
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | Below minimum client size | |
| $5 million | Below minimum client size | |
| $10 million | Below minimum client size | |
| $50 million | $500,000 | 1.00% |
| $100 million | $875,000 | 0.88% |
Clients
- HNW Share of Firm Assets
- 21.72%
- Total Client Accounts
- 1,191
- Discretionary Accounts
- 306
- Non-Discretionary Accounts
- 885
Services Offered
Services: Portfolio Management for Individuals, Portfolio Management for Pooled Investment Vehicles, Portfolio Management for Institutional Clients, Investment Advisor Selection
Regulatory Filings
Additional Brochure: BIENVILLE ADV PART 2A 03 2026 (2026-03-10)
View Document Text
Item 1 – Cover Page
Bienville Capital Management, LLC
521 Fifth Avenue, 35th Floor
New York, NY 10175
(212) 226-7348
WWW.BIENVILLECAPITAL.COM
Part 2A of Form ADV: Firm Brochure
March 2026
This brochure (the “Brochure”) provides information about the qualifications and business practices of
Bienville Capital Management, LLC (“Bienville”, the “Firm” or “we”).
If you have any questions about the contents of this brochure, please contact Abigail Penzell at (212) 226-
7348. The information in this Brochure has not been approved or verified by the United States Securities
and Exchange Commission (“SEC”) or by any state securities authority.
Additional information about Bienville is also available on the SEC’s website at www.adviserinfo.sec.gov.
You can view information on this website by searching Bienville’s name or its CRD number, 149320.
Bienville is a SEC registered investment adviser. Registration does not imply any level of skill or training.
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ITEM 2 – MATERIAL CHANGES
The following material changes have been incorporated into this Brochure since the annual amendment
filed in March 2025.
•
Item 8, Methods of Analysis, Investment Strategies and Risk of Loss – Bienville made additions
and/or enhancements to material risk disclosures covering artificial intelligence in the General
Market and Economic Conditions, Artificial Intelligence and Cybersecurity sections.
•
Item 12, Brokerage Practices – Bienville updated trade error disclosures for Advisory Clients to
describe Schwab and Fidelity’s custodial practices for trade errors.
•
Item 14, Client Referrals and Other Compensation – Bienville added disclosures about a third-
party solicitor that it engaged to solicit Advisory Clients. At the time of filing of this annual
amendment, Bienville has not compensated such third-party solicitor for referring Clients.
Bienville does not consider any other changes in its March 2026 annual update of this Brochure to be
material but recommends that you read this Brochure in its entirety.
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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
4
Item 5 – Fees and Compensation
6
Item 6 – Performance-Based Fees and Side-By-Side Management
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Item 7 – Types of Clients
12
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
13
Item 9 – Disciplinary Information
26
Item 10 – Other Financial Industry Activities and Affiliations
27
Item 11 – Code of Ethics, Participation or Interests in Client Transactions and Personal Trading
29
Item 12 – Brokerage Practices
32
Item 13 – Review of Accounts
37
Item 14 – Client Referrals and Other Compensation
38
Item 15 – Custody
39
Item 16 – Investment Discretion
40
Item 17 – Voting Client Securities
41
Item 18 – Financial Information
43
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ITEM 4 – ADVISORY BUSINESS
Bienville Capital Management, LLC (“Bienville”, the “Firm” or “we”) is an investment firm that works with
a select group of sophisticated families and institutional clients as an advisor and fund manager. The
Firm was formed in December 2008, under the laws of the State of Delaware and has its principal place
of business in New York City. The principal owners of the Firm are M. Cullen Thompson, Jr., William H.
Stimpson, II and Ralph F. Reynolds (through his wholly owned limited liability company, MoonPie
Management, LLC and as of 2026, part of his interest was distributed to his children in the form of non-
voting shares).
Bienville provides customized investment advisory services on a discretionary and non-discretionary
basis to its advisory clients (“Advisory Clients”), provides consulting services on a non-discretionary basis
to a select number of consulting clients (“Consulting Clients”) and serves as the investment manager to
private funds and certain institutional separately managed accounts as described below (collectively,
the “Private Funds”, and together with the Advisory Clients and Consulting Clients, the “Clients”).
The Firm works closely with its Advisory Clients to identify their goals, objectives, risk tolerance, tax
sensitivities and liquidity needs and then constructs portfolios tailored to the individual Client. The Firm
also works closely with a select number of Consulting Clients to identify their goals, objectives, risk
tolerance and liquidity needs and then advises on such Clients’ existing investment portfolios and asset
allocation and upon request, provides economic and financial market analysis and risk analysis.
Importantly, the principals of the Firm and their families are Advisory Clients of the Firm.
The Firm’s Private Funds are managed in accordance with the applicable Private Fund’s strategy,
investment objectives, restrictions and guidelines as set forth in the governing documents applicable to
such Private Funds and are not tailored to the individualized needs of any particular investor in the
Private Funds. For the avoidance of doubt, in connection with the Private Funds, investment advice is
provided directly to the Private Funds and not individually to the Private Funds’ investors. Therefore,
prospective investors should consider whether a particular Private Fund meets their investment
objectives and risk tolerance prior to investing. Information about each of the Private Funds can be
found in its offering documents and its limited partnership agreement or limited liability company
agreement.
Bienville invests across geographies and asset classes in the Private Funds, utilizing an unconstrained
and opportunistic approach in constructing portfolios. Fundamental macro analysis is the starting point
of the Firm’s research process, enabling it to understand the landscape and identify areas of potential
interest as well as areas to avoid. Bienville allocates capital directly or to external managers or externally
managed private funds.
Bienville serves as the investment manager to the following Private Funds:
• Concentrated Opportunity Funds: Bienville Private Holdings II, a separate series of Bienville
Opportunities Master Series Fund, LLC, Bienville Private Holdings III, a separate series of Bienville
Opportunities Master Series Fund, LLC, Bienville Fractal Seed Fund, a separate series of Bienville
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•
Opportunities Master Series Fund, LLC, Bienville Fractal Early-Stage Fund, a separate series of
Bienville Opportunities Master Series Fund, LLC, Bienville Fractal Seed Fund II, a separate series
of Bienville Opportunities Master Series Fund, LLC and from time to time, certain thematic
institutional separately managed accounts (collectively, the “Opportunity Funds”);
Informatic Funds: Informatic Capital Onshore Fund, LP, Informatic Capital Offshore Fund, Ltd.
and Informatic Capital Master Fund, LP (collectively, the “Informatic Funds”); and
• Hybrid Strategy Funds: Bienville Capital Partners, LP, Bienville Ventures, LP, Bienville Private
Opportunities Fund, a separate series of Bienville Opportunities Master Series Fund, LLC,
Bienville Private Opportunities Fund II, a separate series of Bienville Opportunities Master Series
Fund, LLC and Bienville Blockchain Fund, a separate series of Bienville Opportunities Master
Series Fund, LLC (collectively, the “Hybrid Funds”).
Interests in the Private Funds are privately offered pursuant to Regulation D under the Securities Act of
1933, as amended (the “Securities Act”).
Bienville acts as a sub-advisor to a small number of separately managed accounts across our advisory
and institutional separate account clients.
Bienville does not participate in, nor is it a sponsor of, any wrap fee programs.
As of December 31, 2025, Bienville managed $4,452,457,691 in total Regulatory Assets Under
Management (as defined on Part 1 of Form ADV), which includes:
● $ 1,780,006,218 in assets managed on a discretionary basis; and
● $ 2,672,451,473 in assets managed on a non-discretionary basis.
The Firm also advises on other assets that are not included in its Regulatory Assets Under Management,
which include:
• $593,552,621 in assets for which the Firm provides consulting advice but does not arrange or
effect securities transactions.1
1 Please note that Bienville’s method for computing assets for which it provides consulting advice provided in this Item 4.E is different from
the method for computing “regulatory assets under management” required for Item 5.F in ADV Part 1A. Please see Bienville’s “regulatory
assets under management” as of December 31, 2025 in its response to Item 5.F of Form ADV Part 1A and corresponding Miscellaneous
disclosures, which are available at www.adviserinfo.sec.gov.
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ITEM 5 – FEES AND COMPENSATION
Fees for Managed Accounts – Advisory and Consulting Clients
Bienville’s fees are described generally below and are detailed in each of our Advisory Client and
Consulting Client agreements. Different fee schedules may apply to different types of Clients and
advisory arrangements. Bienville, in its sole discretion, may negotiate or waive advisory or management
fees on a Client-by-Client basis. The Firm typically values each Client’s portfolio for purposes of fee
billing in accordance with Bienville’s valuation policies and procedures and, as applicable, Clients’
governing documents (i.e., investment management agreement), as further described below. Please
see Item 8 for valuation risk disclosure.
The fee for Advisory Client services is typically charged and deducted quarterly, in advance, based upon
a percentage of the market value of the assets being managed by Bienville on the last day of the previous
quarter. Thus, the fee will vary depending on the market value of the assets under management.
Bienville’s advisory fee schedule is generally as follows:
PORTFOLIO VALUE
Up to $50,000,000
Above $50,000,000 - $150,000,000
Above $150,000,000
ANNUAL BASE FEE
1.00%
0.75%
0.50%
Bienville generally charges a negotiated fixed flat fee for its Consulting Client services.
Advisory Clients and Consulting Clients may elect to have fees billed rather than deducted.
In the event an Advisory Client or Consulting Client agreement is terminated prior to the conclusion of a
billing period, Bienville will refund a pro-rata portion of any pre-paid fees or bill a pro-rata portion based
on date of termination. Fees will generally not be adjusted or prorated based on the number of days
remaining in the quarter with respect to assets that are deposited into or withdrawn from an account
after the inception of a quarter. Certain Advisory Client agreements provide for prorated billing in the
event Advisory Client account assets change by more than 5% intra quarter based on account additions
or withdrawals.
Advisory and Consulting Clients have access to Addepar, our online performance reporting software,
which allows them to view their portfolios. The Addepar portal allows Advisory and Consulting Clients to
view portfolio performance, asset allocation, security level exposure, additions and withdrawals from
the account(s), all transactions for a specified period, fees paid, realized and unrealized gains and
liquidity analysis on a daily basis. Advisory and Consulting Clients also receive performance reporting
directly from their custodians.
Bienville reports the value of Advisory Clients’ investment portfolios to the Client on a periodic basis,
generally quarterly. Bienville provides such reporting according to the terms described in an Advisory
Client’s investment management agreement and Bienville’s valuation policies and procedures. The value
of the portfolio of an Advisory Client is often the basis of management fees paid to Bienville. Bienville
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generally will not value the securities in an Advisory Client’s account. Rather, Bienville generally relies
upon values provided by the Advisory Client’s custodian, unaffiliated third-party fund managers,
separate accounts and/or direct private investments, as applicable. Publicly-traded securities in Client
portfolios will generally be valued at the price of such securities as reported by exchanges, the Client’s
custodian or an independent pricing service. For Client assets that are invested in unaffiliated third-party
manager funds, separate accounts and/or direct private investments, Bienville will use the price
provided by any such third-party fund manager, separate account or direct private investment to value
the assets. In the event that Bienville must internally “fair value” an investment, Bienville will use its best
efforts and all appropriate means to obtain all relevant information in order to determine a fair value. If
it is deemed necessary or prudent, Bienville may hire an independent third party to provide an appraisal
of the investment.
Fees for Private Funds
Below is a brief summary of certain fees and expenses paid by the Private Funds. Investors and
prospective investors are advised to review the relevant Private Fund’s governing documents for a more
comprehensive discussion of fees and expenses.
Concentrated Opportunity Funds
For management of the Opportunity Funds, Bienville deducts a management fee ranging from 0% to 2%
of each of the Opportunity Fund’s assets per annum. Bienville Private Holdings II holds a single private
investment and does not charge a management fee. Bienville Private Holdings III holds a single
investment in each of its classes, does not charge a management fee and, depending on the class, may
generally be entitled to receive a percentage of profits from the fund as described in the governing
documents of the fund. For Bienville Private Holdings II, Bienville is generally entitled to receive 20% of
the profits from the fund after satisfaction of the preferred return pursuant to a distribution waterfall
described in the governing documents of the fund. For Bienville Fractal Seed Fund, Bienville Fractal
Early-Stage Fund and Bienville Fractal Seed Fund II, Bienville is generally entitled to receive 20% of the
profits from the fund.
Informatic Funds
For management of the onshore and offshore Informatic Funds, including the co-investment share class,
Bienville deducts a management fee ranging from 0% to 1.5% per annum. The Informatic Funds calculate
and pay the Management Fee quarterly in advance based on net asset value and amortize the
management fee monthly over the fiscal quarter for which such management fee is paid. In addition,
Bienville is generally entitled to receive an incentive allocation of 10% to 20% of the realized and
unrealized net capital appreciation of each investor’s capital account, subject to lock-up, hurdle and
general partner catch-up terms as described in the governing documents.
Hybrid Strategy Funds
For management of the Hybrid Funds, Bienville deducts a management fee ranging from 0% to 2% of
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each of the Hybrid Fund’s assets, committed or invested capital, as applicable, per annum. The
Management Fee is based on the net asset value of the applicable Hybrid Fund and is prorated and
charged quarterly in advance. Additionally, for Bienville Capital Partners, LP, Bienville will charge an
incentive allocation of 10% of the realized and unrealized net capital appreciation in the fund, subject to
a high-water mark as described in the governing documents. For Bienville Ventures, LP, Bienville is
generally entitled to receive 10% of the profit of the fund after on an aggregate basis 200% of
contributed capital is returned to investors, as described in the governing documents of the fund. Such
amount is also subject to a clawback provision. For Bienville Private Opportunities Fund, a separate series
of Bienville Opportunities Master Series Fund, LLC, Bienville is generally entitled to receive 15% of the
profits from the fund after satisfaction of the preferred return pursuant to a distribution waterfall, as
described in the governing documents of the fund. Such amount is also subject to a clawback provision.
For Bienville Private Opportunities Fund II, a separate series of Bienville Opportunities Master Series
Fund, LLC, Bienville is generally entitled to receive 17.5% of the profits from the fund after satisfaction
of the preferred return pursuant to a distribution waterfall, as described in the governing documents of
the fund. For Bienville Blockchain Fund, a separate series of Bienville Opportunities Master Series Fund,
LLC, Bienville is generally entitled to receive 20% of the profits from the fund after investors have
received three times their capital contributions, and 25% thereafter, as described in the governing
documents of the fund.
Institutional Separately Managed Accounts
For institutional separately managed accounts that are or were managed parallel or thematic to a Private
Fund, Management Fees and performance fees are negotiated on a case-by-case basis. For institutional
separately managed accounts, Management Fees typically range from 1% to 1.5% and performance fees
range from 10% to 15% of net profits for the relevant measurement period.
General
In the sole discretion of Bienville, the management fees, performance fees and carried interest
arrangements described above may be waived, reduced or calculated differently with respect to certain
shares or interests in a particular Private Fund. If an Advisory Client invests in the Private Funds, Bienville
charges the applicable Private Fund management fee but does not charge an additional advisory client
management fee on the assets invested in the Private Funds to avoid charging “double fees”. The
management fees, performance fees and liquidity terms applicable to an investor’s investment in the
Private Funds may vary depending on the share class of the particular Private Fund in which it invests.
Certain investors that are members, shareholders, partners, officers, employees and affiliates of
Bienville, members of the immediate families of such persons and trusts or other entities established by
them or for their benefit are not subject to management fees, performance fees or carried interest.
Valuation methodologies for Private Funds and the specific administrator’s role should be set forth in
the offering memorandum for the Private Funds or the applicable governing documents.
The administrator performs monthly or quarterly valuation procedures on behalf of Private Funds.
Investments will generally be valued by the administrator as of the close of U.S. markets on each
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measurement date and/or independent pricing services engaged by the administrator. In instances
where an investment is denominated in currencies of certain foreign markets, the closing time of the
appropriate local exchange on that measurement date may be used. For Private Fund assets that are
invested in unaffiliated third-party funds, separate accounts and/or direct private investments, the
administrator and Bienville will use the price provided by any such third-party fund manager, separate
account or direct private investment to value the assets. In the event that Bienville must internally “fair
value” an investment (e.g., direct private companies and certain side pocket investments), Bienville will
follow its valuation policies and procedures and applicable Private Fund governing documents (i.e.,
limited partnership agreement) and obtain all relevant information in order to determine a fair value. If
it is deemed necessary or prudent, Bienville may hire an independent third-party to provide an appraisal
of the investment. Please refer to Item 6 for additional disclosure regarding Private Fund fees.
Client Expenses
Clients will incur brokerage and other transaction costs. Please see Item 12 “Brokerage Practices” for
more information.
The Private Funds will generally bear their own expenses, as disclosed in each Private Fund’s offering
documents and governing documents. Expenses that the Private Funds may bear include, without
limitation, all or some of the following: organizational expenses, expenses incurred in offering and sale
of interest and shares and other similar expenses, investment expenses (i.e., expenses that, in Bienville’s
discretion, are related to the investment of a Private Fund’s assets, whether or not such investments are
consummated), such as brokerage commissions and transaction costs (including outsourced trading
costs, please see Item 12 for more information), clearing and settlement charges, custodial fees,
research-related expenses (including, without limitation, consulting, legal and other professional fees
and expenses), third-party investment, sourcing, research and market data sourcing fees (including
information technology hardware, software or other technology), due diligence expenses (including
consulting and appraisal fees), investment-related travel expenses, professional fees (including expenses
of consultants, investment bankers, attorneys and accountants and other experts), operational expenses
(including information technology hardware, software or other technology, third-party trading-, risk
management- and portfolio-management-related systems and software, including trade order
management software (i.e., software used to transmit and receive trades and orders), legal and
compliance expenses (including, without limitation, responding to formal and informal inquiries,
indemnification expenses and expenses associated with regulatory filings), third-party audit and tax
preparation expenses, insurance costs (including, without limitation, acquiring and maintaining D&O
and/or E&O insurance for the Private Fund general partners, Bienville and their affiliates), fees and
expenses of third-party professionals (including consultants, valuation service providers, attorneys and
accountants), side pocket expenses, litigation or investigation expenses, reorganization, dissolution,
winding-up or termination expenses, indemnification expenses and extraordinary expenses. Please see
each Private Fund’s respective offering documents for additional information related to expenses.
When Bienville incurs an expense, it must determine whether to pay the expense directly or allocate all
or a portion of the expense to one or more Clients. This creates a conflict of interest in that expenses
allocated to Clients are borne by Clients rather than by Bienville. Bienville has adopted and implemented
9
written compliance policies and procedures designed to address this conflict and ensure that Bienville
abides by its fiduciary duty to act in the best interests of Clients. Bienville makes these determinations
in accordance with the language contained in the Private Funds’ offering documents and our expense
allocation policy, but there is some discretion involved. The Firm generally pays expenses that would
otherwise be allocated to an Advisory or Consulting Client. Clients that do not pay expenses may benefit
from services paid for by other Clients or the Firm.
Bienville may recommend or invest a portion of Clients’ assets in accounts and/or funds managed by a
third-party, including but not limited to mutual funds, ETFs, private funds and separate accounts. Fees
and expenses charged by Bienville are separate and in addition to the fees and expenses charged by
third-party managers and/or funds. Clients are encouraged to read the governing documents of third-
party managers and funds for a full description of such fees and expenses.
Compensation for Sale of Securities
Bienville and Bienville’s supervised persons do 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 or other investment products.
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ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
In general, Bienville does not charge performance-based fees directly to Advisory or Consulting Clients.
As discussed in Item 5, the Private Funds may pay Bienville performance-based fees. Although Bienville
believes this fee arrangement appropriately aligns the interests of the Firm and its Clients, including the
Private Funds, it raises certain conflicts of interest. For example, a performance fee may be an incentive
for the Firm to make investments that are riskier or more speculative than would be the case absent a
performance fee arrangement. The opportunity to earn more in fees is an inherent conflict of interest
to recommend that Advisory and Consulting Clients invest capital in the Private Funds. In addition, where
Bienville charges performance-based fees and also provides similar services to accounts not being
charged performance-based fees, there is a perceived incentive to favor accounts paying a performance-
based fee. The Firm has implemented written compliance policies and procedures that are designed to
address conflicts of interest. Bienville’s investment allocation policies and procedures are designed to
allocate investment opportunities among Clients in a fair and equitable manner. The Firm further
mitigates conflicts through its policy to act in the best interests of Clients and to disclose (potential)
conflicts of interest to Clients and investors.
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ITEM 7 – TYPES OF CLIENTS
Bienville provides investment advice to individuals, family offices, endowments, foundations, charitable
organizations, pension funds, sovereign wealth funds, corporations, business entities and the Private
Funds.
For a new Advisory Client or Consulting Client relationship, Bienville generally requires a minimum initial
investment amount of $50,000,000. At its discretion, Bienville may waive this requirement.
Minimum initial investment and eligibility criteria for each of the Private Funds is described in the
applicable Private Fund’s offering documents and subscription application materials. The Private Funds
generally require a minimum initial investment of $1,000,000, subject to the sole discretion of each
Private Fund’s general partner or Bienville, as applicable, to accept lesser amounts. Minimum initial
investment for institutional separately managed accounts is determined by Bienville on a case-by-case
basis. Further, each Private Fund investor, including each institutional separately managed account
client, is required to meet certain suitability and eligibility criteria of the relevant Private Fund, such as
being a “accredited investor” as defined in the Investment Company Act of 1940.
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ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Methods of Analysis, Investment Strategies and Risk of Loss
Bienville’s research process and framework for evaluating investment opportunities includes, but is not
limited to macro and microeconomic analysis, fundamental research on individual companies, projects,
digital assets, third-party managers, industry sector analysis, country or geographically regional analysis
and market based technical and liquidity analysis. The Firm’s investment team has decades of experience
conducting research and managing investment portfolios but is consistently trying to refine and improve
the tools and resources used in the research process. The investment team travels believing that on the
ground research and face to face meetings are crucial to effective analysis. Additionally, Bienville spends
a significant amount of time and resources vetting and engaging independent, third-party consultants,
advisors and partners to provide our team with differentiated research and ideas.
The goal of the research process is to have an informed opinion on the risks and potential rewards of
different assets, asset classes, funds, strategies and investment opportunities. Bienville seeks to allocate
capital to opportunities it deems attractive and avoid those that are not while maintaining a diversified
portfolio. Despite the rigorous research process, not all investments are profitable. Some of the Firm’s
private fund strategies include additional risks that it discloses to all potential investors including foreign
country risk, foreign currency risk, illiquidity risk and increased volatility.
Managed Accounts – Advisory Clients and Consulting Clients
Bienville works with a limited number of individuals and family offices serving as their investment
advisor. Importantly, the principals of the Firm and their families are Clients of the Firm and invest
alongside our external Clients. We strive to create diversified portfolios for our Advisory and Consulting
Clients—portfolios that can withstand changing economic conditions while meeting the goals, risk
tolerances, time horizon, tax sensitivities and liquidity needs for each Client. To do so, we believe the
assets within the portfolio need to have differing drivers of returns, meaning they cannot be sensitive to
the very same economic variables. Assessing the prospective correlation of investments within a
portfolio requires intense research, incorporating fundamental analysis of different types of assets in
light of constantly changing global macroeconomic conditions.
Advisory Clients may choose where to custody their assets, but Bienville encourages Advisory Clients to
consider Fidelity Institutional Wealth Services (“Fidelity”) and Charles Schwab & Co., Inc. (“Schwab")
when possible due to Fidelity and Schwab’s low cost, ease of trading and reporting and client service.
Bienville also advises or sub-advises on investments held for a small number of Clients’ insurance
products. In building and managing these accounts, the Firm utilizes a combination of ETF’s, mutual
funds, separately managed accounts, directly owned securities, private funds, direct private equity and
cash. Advisory and Consulting Clients have the option but are not required to invest in any Bienville
Private Fund. Please refer to Item 12 for additional disclosure regarding brokerage practices.
There are numerous risks for Advisory and Consulting Clients where Bienville serves as their investment
advisor directing managed accounts and allocating capital to external funds. These risks include under
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or overly diversified portfolios, investments underperforming expectations resulting in either losses or
smaller gains than expected, correlation of assets changing resulting in more risk than anticipated and
market liquidity changing such that exiting existing positions becomes difficult to exit in a timely manner.
The external managers that we recommend (mutual funds, hedge funds, etc.) may modify their
strategies, underperform expectations or respective benchmarks or suspend or delay redemptions
resulting in losses or diminished liquidity for the Advisory or Consulting Client. Advisory and Consulting
Clients are strongly encouraged to read all of the external managers’ and internal Private Funds’
governing documents as well as any marketing or research material to fully understand the investment
opportunities and various risks. Please see additional risks below.
Private Funds – Concentrated Opportunity Funds
Periodically the Firm will identify an investment opportunity that it believes can best be capitalized on
by creating and managing a stand-alone private fund. Current funds that follow this approach are
Bienville Private Holdings II, a separate series of Bienville Opportunities Master Series Fund, LLC, Bienville
Private Holdings III, a separate series of Bienville Opportunities Master Series Fund, LLC, Bienville Fractal
Seed Fund, a separate series of Bienville Opportunities Master Series Fund, LLC, Bienville Fractal Early-
Stage Fund, a separate series of Bienville Opportunities Master Series Fund, LLC and Bienville Fractal
Seed Fund II, a separate series of Bienville Opportunities Master Series Fund, LLC. These funds tend to
be focused on a single country, sector, investment, company type or geographic region and usually have
a defined life. They can be open or closed-ended funds and are usually created to take advantage of a
specific opportunity identified by Bienville. The goal of these funds is to seek high returns. Often
investments in these funds include additional liquidity risk, and therefore the funds usually are close-
ended or have hard lock ups for investors that range from 2 to 10 years. When the investment thesis
has played out, the fund is usually shut down and capital is returned to investors.
Bienville attempts to construct portfolios of high-conviction investment ideas and themes that result
from Bienville’s research process. Our approach to developing investment themes generally involves
identifying specific areas that we believe are primed for significant growth or transformation. We then
seek to invest in assets that are attractively valued and that will benefit from evolving economic and
market dynamics, shifts in consumer behavior or technological advancements. These changes can be
powerful catalysts for asset prices and may or may not be uncorrelated with the broader global
economy.
Inherent in this process is an attempt to avoid fundamentally unattractive or overvalued assets, sectors
and asset classes, and therefore reduce risk in a portfolio. However, the profitability of our investments
and recommendations depend to a great extent upon correctly assessing the future course of price
movements and asset prices. There can be no assurance that Bienville will be able to predict those price
movements accurately. Bienville’s investment decisions may be adversely affected by general economic
and market conditions such as interest rates, availability of credit, inflation rates, changes in laws in
connection with national and international political circumstances, as well as changes in individual
company fundamentals.
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Prospective investors are strongly encouraged to read the Private Fund governing documents as well as
any marketing or research material to fully understand the investment opportunity and various risks.
Please see additional risks below.
Private Funds – Informatic Funds
The Informatic Funds are opportunistic investment funds focused on long-duration investments in
emerging, market leading technology companies. We believe that market corrections create compelling
environments for finding attractive long-term investments. Our focus is concentrated on a specific stage
of the market leader life cycle – the period when a company scales from high-growth disrupter to market
dominance. During this stage, we believe best-in-class market leaders maximize scale, extend into new
markets and establish healthy and durable unit economics.
The Informatic Funds’ investment process will focus on finding the value propositions, business models
and management teams that align to future market leadership in an attractive end market. The
Informatic Funds will seek to determine if a particular investment opportunity is compelling by analyzing
it in light of several important factors, including the long-term growth opportunity, competitive
durability, returns on capital, balance sheet health, valuation, and the company specific risk factors. As
part of this process, the team will typically conduct extensive research and due diligence, including
quantitative and qualitative analysis of publicly available data, and will generally seek to engage with
company management teams. Prospective investors are strongly encouraged to read the Private Fund
governing documents for the Informatic Funds as well as any marketing or research material to fully
understand the investment opportunity and various risks. Please see additional risks below.
Private Funds – Hybrid Strategies
Bienville has created and manages certain private funds that employ a “hybrid” model whereby part of
the investor capital is allocated to external managers (e.g., hedge funds, venture capital funds, etc.), and
part of the capital is managed internally or invested directly by Bienville. Current funds that follow this
approach are Bienville Capital Partners, LP, Bienville Ventures, LP, Bienville Private Opportunities Fund,
a separate series of Bienville Opportunities Master Series Fund, LLC, Bienville Private Opportunities Fund
II, a separate series of Bienville Opportunities Master Series Fund, LLC and Bienville Blockchain Fund, a
separate series of Bienville Opportunities Master Series Fund, LLC. We believe this hybrid model is
advantageous for investors, as it tends to provide significant diversification, improved liquidity and
provides the portfolio with more flexibility than a traditional fund of funds while still allowing investors
to access external specialist managers in an efficient manner. Often investments in these funds include
additional liquidity risk, and therefore with the exception of Bienville Capital Partners, LP which is open-
ended, these funds usually are close-ended or have hard lock ups for investors that range from 2 to 10
years. When the investment thesis has played out, the fund is usually shut down and capital is returned
to investors.
For its hybrid strategies, Bienville allocates capital to external, specialist managers operating in niche
markets or sectors, where we believe they can deliver attractive, risk-adjusted returns. We look for
external managers who complement our internal capabilities. The external manager selection process
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combines both qualitative and quantitative analysis in order to gather a clear understanding of a
manager’s strategy, style, team and process, and how it would fit into the portfolio.
The Firm’s hybrid strategies introduce a number of risks for investors. External managers have varying
liquidity terms typically ranging from monthly to annual liquidity for hedge funds and typically 8-10+
years for private equity and venture capital funds. The internally sourced ideas may include liquid or
illiquid securities. Our evaluation of another manager may prove incorrect, the manager may change its
investment style or strategy, external managers may delay or suspend redemptions for periods of time,
and external managers may simply underperform within their respective markets. Our internally sourced
investments may also underperform expectations for a variety of reasons resulting in losses for
investors. Prospective investors are strongly encouraged to read all of the Private Fund governing
documents as well as any marketing or research material to fully understand the investment opportunity
and various risks.
Risk of Loss
The following risk factors do not purport to be a complete list or explanation of the risks involved in an
Advisory or Consulting Client’s investment with Bienville or an investor’s investment in any of the Private
Funds advised by Bienville. Existing and prospective Private Fund investors are strongly encouraged to
consult the offering documents as well as any marketing or research material to fully understand the
investment opportunity and various risks involved in making an investment.
All investing involves a risk of loss that Clients should be prepared to bear. The identification of securities
and other assets believed to be undervalued is a difficult task, and there are no assurances that such
opportunities will be successfully recognized or acquired. The Firm cannot give any guarantee that it will
achieve a Client’s investment objectives or that Clients will receive a return on their investment. Below
is a summary of potentially material risks for each significant investment strategy used, the methods of
analysis used and/or the particular type of security recommended.
General Market and Economic Conditions. The profitability of a significant portion of Bienville’s
investment recommendations may depend to a great extent upon correctly assessing the future course
of price movements of stocks and bonds. There can be no assurance that Bienville will be able to predict
those price movements accurately. Investing in securities involves the risk of loss, and Clients should be
prepared to bear such loss. Investments selected directly by Bienville and/or the Private Funds or
external investment managers selected by Bienville may decline in value for any number of reasons,
including changes in the overall market for equity and/or debt securities and factors pertaining to
particular portfolio securities. The success of Bienville’s activities will also be affected by general
economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation
rates, economic uncertainty, changes in laws (including laws relating to taxation of Bienville’s
investments), trade barriers, currency exchange controls, and national and international political,
environmental and socioeconomic circumstances, recent market events (e.g., rise of user boards
influence on specific securities), the impact of Artificial Intelligence (“AI”), and force majeure events (i.e.,
events beyond the control of the party claiming that the event has occurred, including without limitation,
acts of God, fire, flood, earthquakes, wars, terrorist acts, security operations, outbreaks of infectious
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disease, pandemics, or any other serious public health concern).
Risks Related to Certain Types of Investments and Financial Instruments. The Private Funds and Advisory
Clients and Consulting Clients (either through direct investments, investments in external managers or
investments in the Private Funds) may have exposure to the following risks.
• Equity Risk. Regardless of any one company’s particular prospects, a declining stock market may
produce a decline in prices for all equity securities (whether or not publicly traded), which could
also result in losses. In addition to common stocks, the equity securities in a portfolio may include
preferred stocks, convertible preferred stocks, convertible bonds and warrants. Like common
stocks, the value of these securities may fluctuate in response to many factors, including the
activities of the issuer, general market and economic conditions, interest rates and specific
industry changes. Convertible securities entitle the holder to receive interest payments or a
dividend preference until the security matures, is redeemed, or the conversion feature is
exercised. As a result of the conversion feature, the interest rate or dividend preference is usually
less than if the securities were non-convertible. Warrants entitle the holder to purchase equity
securities at specific prices for a certain period of time. The prices do not necessarily move
parallel to the prices of the underlying securities and the warrants have no voting rights, receive
no dividends, and have no rights with respect to the assets of the issuer.
• Mutual Funds and Exchange Traded Funds (ETFs). An investment in a mutual fund or ETF involves
risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to
the risks stemming from the individual issuers of a Private Fund’s or an external fund’s underlying
portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as
mutual funds and ETFs are required by law to distribute capital gains in the event that they sell
securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are
generally distributed and redeemed on an ongoing basis by a Private Fund or external fund itself
or a broker acting on its behalf. The trading prices of certain mutual fund shares may differ
significantly from the net asset value (“NAV”) during periods of market volatility, which may,
among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual
NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the
secondary market. Certain inefficiencies may cause the shares of ETFs to trade at a premium or
discount to their pro rata NAV. There is also no guarantee that an active secondary market for
such shares will develop or continue to exist. Generally, an ETF only redeems shares when
aggregated as creation units (usually 50,000 shares or more). Therefore, if a liquid secondary
market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose
of such shares.
• Derivatives Risk. A Client may acquire exposure to the risk of various kinds of securities through
derivative products. Certain swaps, options and other derivative instruments may be subject to
various types of risks, including market risk, liquidity risk, the risk of non-performance by the
counterparty (including risks related financial soundness and creditworthiness of the
counterparty), legal risk and operations risk. Derivatives may be riskier than other types of
investments and may increase the volatility of the portfolio. Derivatives may be sensitive to
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changes in economic and market conditions and may create leverage, which could result in losses
that significantly exceed the portfolio’s original investment. When used for hedging, the change
in value of a derivative may not correlate as expected with the security or other risk being
hedged. In addition, given their complexity, derivatives expose the underlying fund to risks of
mispricing or improper valuation.
•
Interest Rate Risk. Some Clients, including the Private Funds, may invest in various types of fixed-
income securities. Since fixed income securities pay fixed, variable or floating rates of interest,
the value of fixed income securities will typically change in response to fluctuations in interest
rates and other factors. Fixed income securities are subject to the risk that the issuer cannot pay
amounts due and to price volatility due to various market conditions.
• Smaller Company Risk. Investments may be made in smaller companies with limited financial
resources that may be unable to meet their obligations, which may be accompanied by a
deterioration in the value of their equity securities or any collateral or guarantees provided with
respect to their debt. Further, there may be little public information about such companies. As a
result, investors may have to rely on the ability of the equity sponsor to obtain adequate
information for the purposes of evaluating potential returns and making a fully informed
investment decision. Such companies may not have a readily available market for their securities.
The possibility that a portfolio company will not be able to adequately commercialize its
technologies, products or business concepts presents significant risk.
• External Investment Managers and Funds and Lack of Control. For certain Clients, performance
will be highly dependent upon the expertise and abilities of the external investment managers
selected or recommended by Bienville and such external investment managers may or may not
have extensive track records. There is a risk that Bienville, in its selection process, may not
identify appropriate external investment managers or funds for certain Clients. Further, there is
a risk that an external investment manager or fund does not meet Bienville’s investment
expectations over time. Bienville may not have a role in the management of all or a portion of
Clients’ third-party managed accounts, and it may not have the opportunity to evaluate in
advance the specific investments made by any third-party managers. Similarly, if a Private Fund
co-invests alongside another manager’s private equity fund, the Firm will have limited ability to
direct the management of the underlying portfolio company and/or control the timing of the
disposition of the investment. Given that Bienville may allocate Client assets to multiple funds
or accounts of external investment managers who make their trading decisions independently,
it is possible that one or more of such external investment managers and funds may, at any time,
take positions which may be opposite of positions taken by other external investment managers
and funds. It is also possible that external investment managers and funds may on occasion take
substantial positions in the same security or group of securities at the same time. The possible
lack of diversification caused by these factors may subject a Client’s portfolio to more rapid
change in value than would be the case if the Client’s portfolio were more widely diversified. As
a result, the rates of return to Clients will primarily depend upon the choice of investments and
other investment and management decisions of third-party managers, and returns could be
adversely affected by the unfavorable performance of such managers.
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• Hedge Funds and Other Alternative Assets. Investing Clients in alternative assets managed by
third-parties, such as hedge funds and other private investment funds and direct investments in
private companies can be: (i) highly speculative with investments in complex instruments and
structures including derivatives and structured products; (ii) illiquid with limited withdrawal or
redemption rights; (iii) leveraged; (iv) subject to significant volatility; (v) subject to long holding
periods; (vi) less transparent than public investments; (vii) subject to significant restrictions on
transfers; (viii) affected by complex tax considerations; and (ix) in the case of private equity funds,
affected by capital call default risk. In addition to the above, investors in these strategies will be
subject to fees and expenses which will reduce profits or increase losses. Some Clients may
invest in private companies that are in the early stages of growth, and the performance of early-
stage companies may be more volatile due to their limited product lines, markets or financial
reserves, their susceptibility to competitors’ actions, or major economic downturns. Such
investments may also depend on the management talents and efforts of a small group of persons
and, as a result, the death, disability, resignation or termination of one or more of those persons
could have a material adverse impact on the prospective business opportunities and the
investments made. Some of the private companies in which investments are made may require
a significant investment of capital to support their operating or finance the development of their
products or markets and may be highly leveraged and subject to significant debt service
obligations, which could have a material adverse impact of the investment.
• Limited Liquidity. Certain investments of the Advisory Clients, Consulting Clients and Private
Funds will be in private companies and will require a long-term commitment of capital. A
substantial amount of the investments will also be subject to legal and other restrictions on
resale or will otherwise be less liquid than publicly traded securities. The illiquidity of these
investments may make it difficult to sell investments if the need arises or if Bienville determines
such sale would be in the investors’ best interests. In addition, if a situation arises in which
Bienville is required to liquidate all or a portion of an investment quickly, Bienville may realize
significantly less than the value at which the investment was previously recorded, which could
result in a decrease in the portfolio’s net asset value.
• Risk Management. Bienville applies a risk management approach that it believes is appropriate
for Clients. The amount and quality of risk due diligence, measurement and monitoring is
dependent on access to the investments and risk management systems (if any) of third-party
managers. When this information is unavailable or incorrect, estimates of risk will be made which
may turn out to be inaccurate. Efforts to measure and reduce risk may not be successful. In
addition, some of the third-party managers and funds may have little or no performance histories
which are necessary for quantitative risk budgeting and scenario testing or other frameworks
within which the Firm will attempt to manage risk.
• Artificial Intelligence. Artificial Intelligence (“AI”) is used as an umbrella term that encompasses
a broad spectrum of different technologies and applications, and its usage has expanded greatly
in recent years. AI can be described as computer systems able to perform tasks that normally
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require human intelligence. As part of managing its business, Bienville uses AI as part of its
research process and to create efficiencies related to its operations, information technology, and
other business requirements. When relying on AI there are certain risks involved, including data
quality, copyright and trade secret violations, confidentiality breaches, unauthorized access or
malware risks, insider trading, breach of contract, cybersecurity, and privacy law violations. Data
inputs and outputs are assessed and evaluated for data integrity, however, there is no assurance
of accuracy.
• Cybersecurity Risks. In the ordinary course of business, Bienville and its service providers collect
and store, on such parties’ networks and/or on the networks of their third-party vendors,
sensitive data including the intellectual property, trading data and personally identifiable
information of the Advisory Clients, Consulting Clients and Private Fund investors. The secure
processing, maintenance and transmission of this information is critical to the Bienville’s and the
Private Funds’ operations. Despite the security measures implemented by Bienville, the Private
Funds and their service providers and/or vendors, such parties’ information technology and
infrastructure may be vulnerable to attacks by hackers (including through the use of AI) and/or
breaches as a result of employee error, malfeasance or other technological disruptions. These
attacks or breaches may remain undetected for an extended period of time and could
compromise such networks, resulting in the information stored therein being accessed, publicly
disclosed, lost and/or stolen. Any such access, disclosure or loss of information may have legal
ramifications (including legal claims or proceedings, liability under laws that protect the privacy
of personal information and regulatory penalties under federal and/or state securities laws) and
may result in the disclosure or misuse of confidential information concerning the Advisory
Clients, Consulting Clients or Private Fund investors, cause reputational harm to Bienville and/or
the Private Funds and increase their respective costs. In addition, a cybersecurity breach could
result in the loss or theft of funds, the inability to access electronic systems (“denial of services”),
loss or theft of proprietary information or customer data, physical damage to a computer or
network system, or costs associated with system repairs. All of the foregoing potential
consequences of a cyberattack or systems breach could negatively impact the Advisory Clients,
Consulting Clients, Private Funds and their investors.
• Digital Assets and Cryptocurrencies. Bienville’s Clients may invest directly or indirectly in Bitcoin,
Ethereum and similar digital assets, security tokens and cryptocurrencies (collectively, "Digital
Assets"), which are nascent and highly speculative assets. While all investments entail a risk of
loss of capital, investments in Digital Assets should be considered substantially more speculative
and significantly more likely to result in a total loss of capital than many other investments.
The investment characteristics of Digital Assets differ from those of many traditional currencies,
commodities and securities. Importantly, Digital Assets are not backed by a central bank or a
national, supra-national or quasi-national organization, any hard assets, human capital, or other
form of credit. Rather, such assets are market-based: a Digital Asset's value is determined by
(and fluctuates often, according to) supply and demand factors, the number of merchants that
accept it, and the value that various market participants place on it through their mutual
agreement, barter or transactions, among other factors.
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As a nascent technology, Digital Assets are not yet widely adopted as a means of payment for
goods and services. Banks and other established financial institutions may refuse to process
funds for Digital Asset transactions, process wire transfers to or from Digital Asset exchanges,
cryptocurrency–related companies or service providers, or maintain accounts for persons or
entities transacting in Digital Assets. Market capitalization for Digital Assets as a medium of
exchange and payment method may always be low. Digital assets also present custody
compliance and information security risks. Further, any Digital Asset's use as an international
currency may be hindered by the fact that it may not be considered as a legitimate means of
payment or legal tender in some jurisdictions.
• Special Purpose Acquisition Companies. Bienville may invest in securities issued by special
purpose acquisition companies (“SPACs”). A SPAC is a publicly traded company formed for the
purpose of raising capital through an initial public offering to fund the acquisition, through a
merger, capital stock exchange, asset acquisition or other similar business combination, of one
or more operating businesses that are typically not publicly-listed. Following the acquisition of a
target company, a SPAC's management team may exercise control over the management of the
combined company in an effort to increase its value. Often now, though, management of the
target company will continue to manage the now publicly-traded business subsequent to
completion of its business combination with the SPAC. Capital raised through the initial public
offering of securities of a SPAC is typically placed into a trust account until acquired business
combination is completed or a predetermined period of time (typically 24 months) elapses.
Investors in a SPAC would receive a return on their investment in the event that a target company
is acquired and the combined publicly-traded company's shares trade above the SPAC’s initial
public offering (“IPO”) price, or alternatively, the market price at which an investor acquired a
SPAC's shares subsequent to its IPO. In the event that a SPAC is unable to locate and acquire a
target business by the timeframe established at the time of its IPO, the SPAC would be forced to
liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC, to
the extent third-parties are permitted to bring claims against IPO proceeds held in the SPAC's
trust account. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC
may not be able to complete a qualifying business combination by the deadline established at
the time of its IPO, (ii) assets in the trust account may become subject to third-party claims
against such SPAC, which may reduce the per share liquidation value received by the investors
in the SPAC in the event it fails to complete a business combination within the required time
period, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors
in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that
investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such
SPAC will likely only complete one business combination, which will cause its returns and future
prospects to be solely dependent on the performance of a single acquired business, (v) the value
of any target business, including its stock price as a public company, may decrease following its
acquisition by such SPAC, (vi) the value of the funds invested and held in the trust account may
decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the
applicable record date to do so, and (viii) if the SPAC is unable to consummate a business
combination, public stockholders will be forced to wait until the deadline before liquidating
distributions are made. Any Client may invest in a SPAC that, at the time of investment, has not
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selected or approached any prospective target businesses with respect to a business
combination. In such circumstances, there may be limited basis for such Client to evaluate the
possible merits or risks of such SPAC’s investment in any particular target business. In addition,
to the extent that a SPAC completes a business combination, it may be affected by numerous
risks inherent in the business operations of the acquired company or companies. For these and
additional reasons, investments in SPACs are speculative and involve a high degree of risk.
Further, SPACs are structured as publicly-traded blank check companies. Accordingly, any Client
will also be subject to risks that arise from investments in vehicles that are managed by
independent third parties, as well as the risk that the underlying business combinations being
pursued by the SPACs in which such Client invests will not be consummated or will not be
successful.
• Outsourced Trading Services. Bienville engaged Jefferies, LLC (“Jefferies”) to execute and/or
direct most of the trades of the Informatic Funds and certain other participating Client’s trades
on an outsourced basis, and additional or different external trading desks may be selected in the
future. While Bienville reviews the services performed by Jefferies on a periodic basis, it is
possible that, in the exercise of its discretion, Jefferies will execute and/or direct trades under
sub-optimal conditions or make trading-related errors that will negatively impact the Informatic
Funds and certain other participating Clients. Other client demands could place limitations on,
or reduce the responsiveness of, Jefferies, which may adversely affect the Informatic Funds and
certain other participating Clients. In causing the Informatic Funds and certain other participating
Clients to enter into or maintain such arrangements, Bienville has a conflict of interest, because
the fees paid to (or commissions agreed to with) and expenses reimbursed to Jefferies are borne
by the Informatic Funds and certain other participating Clients, which reduces or eliminates
unreimbursed trading-related costs and expenses that would otherwise have been incurred by
Bienville. While Bienville will only maintain any such arrangement for so long as it remains
satisfied that such arrangement is consistent with Bienville’s duty to seek best execution, the
foregoing means that Bienville will be economically incentivized to continue such arrangement
or enter into similar alternative arrangements even if it has the capacity to provide the same
services in-house at a comparable level.
• Valuation of Assets and Impact of Fees.
o Private Funds. The Private Funds’ assets and liabilities shall be valued in accordance with
GAAP (except as it relates to the amortization of the Private Funds’ organizational and
offering expenses) and Bienville’s valuation policies and procedures. In making valuation
determinations, Bienville may be deemed subject to a conflict of interest, as the
valuation of such assets and liabilities affects its compensation and the compensation
of the Private Funds’ general partners. There is no guarantee that the value determined
with respect to a particular asset or liability by Bienville will represent the value that will
be realized by a Private Fund on the eventual disposition of the related investment or
that would, in fact, be realized upon an immediate disposition of the investment.
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o Reliance on Third-Party Pricing. In cases where Bienville invests an Advisory Clients’
assets into a third-party fund or a Private Fund invests in a third-party fund, Bienville
does not independently verify each of the valuations made by the third-party managers.
As a result, there is a risk that a third-party manager may misprice a position, especially
illiquid positions where there is no established public market.
o Lack of Liquidity. The assets of Advisory Clients, Consulting Clients and Private Funds
may, at any given time, include securities and other financial instruments or obligations
(including illiquid private equity type securities) that are thinly traded or for which no
market exists and/or which are restricted as to their transferability under applicable
securities laws. The sale of any such investments may be possible only at substantial
discounts, and it may be extremely difficult to value accurately any such investments.
o Uncertain Asset Valuation. Certain investments will be presented in financial statements
on a “fair value basis.” In the case of many of certain of the investments of the Private
Funds, Advisory Clients and Consulting Clients, it is possible that readily available price
quotations will not exist. Accordingly, certain of the investors in the Private Funds and
Advisory Clients and Consulting Clients will need to rely on the judgment of Bienville for
valuing and pricing such investments both for financial statement purposes and in
connection with disposing of such investments. A valuation is only an estimate of value
and is not a precise measure of realizable value. Ultimate realization of the value of an
asset depends to a great extent on economics and conditions which may be beyond the
control of certain of the Private Funds and Bienville. Further, valuations do not
necessarily represent the price at which an investment would sell since market prices
of investments can only be determined by negotiation between a willing buyer and
seller. If a certain Private Fund or Bienville were to liquidate a particular investment, the
realized value may be more than or less than the appraised valuation of such asset.
• Foreign Investments. Certain Clients will invest assets in non-U.S. securities, which may give rise
to risks relating to political, social and economic developments abroad, as well as risks resulting
from the differences between the regulations to which U.S. and foreign issuers and markets are
subject:
o These risks may include political or social instability, withholding taxes on dividends and
interest, high or confiscatory tax levels and limitations on the use or transfer of portfolio
assets.
o Enforcing legal rights in some foreign countries is difficult, costly and slow, and there
are sometimes special problems enforcing claims against foreign governments.
o Non-U.S. securities markets may be less liquid, more volatile and less closely supervised
by the government than in the United States. Foreign countries often lack uniform
accounting, auditing and financial reporting standards, and there may be less public
information about their operations. See “Emerging Market Risks” below.
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• Emerging Market Risks. In addition to risks generally associated with trading securities, Bienville
will invest in emerging markets which are subject to significant risks due to the general lack of
infrastructure in their legal, judicial, regulatory and settlement systems. Advisory Clients,
Consulting Clients and Private Fund investors investing in emerging market securities are
subject to uncertainty regarding their rights and legal recourse. In particular, the following risks
are specifically associated with investments made on behalf of such Clients and Private Fund
investors in emerging market securities:
o Political Risk. Certain emerging markets are in the infancy of developing a stable
governmental framework. Clients in those markets are subject to significant political
risks such as: (i) political unrest and instability resulting in a rejection of westernization
of such markets and the possibility of nationalization or expropriation of assets without
compensation; (ii) underdeveloped legal, accounting and regulatory frameworks; (iii)
lack of private ownership and shareholder rights legislation which could make
enforcement of title uncertain; (iv) unclear taxation, foreign exchange, repatriation of
profits, environmental and other governmental and regulatory policies which can
change without notice; (v) lack of experience of the judicial system in commercial,
corporate and securities laws; (vi) and market officials not enforcing the law or
enforcing it inconsistently with the theory of the law even when appropriate legislation
exists. Political dissension and regional claims for greater autonomy or independence
have hampered the ability of the governments of some emerging market countries to
pursue economic and structural reform and/or to attract foreign investment.
Independently thereof, there continues to be the possibility of expropriation or
nationalization of assets and/or increased regulation as governments continue their
attempts to strengthen their economies or to rectify perceived social injustices. There
can be no assurance that Clients’ investments in emerging markets will not be adversely
affected by political and social conditions prevailing in emerging market countries or
that adverse developments will not occur in any particular investment jurisdiction while
the Clients hold investments relating thereto.
o Economic Risk. Some emerging markets are still in the process of developing a stable
economic framework based on private property. Clients in those markets are subject to
significant economic risks such as: (i) the value of an investment may be adversely
affected by fluctuations in exchange rates of illiquid currencies; (ii) capital markets
regulations are underdeveloped and subject to major revisions as economic
infrastructures continue to evolve; (iii) the use of different accounting standards from
other major accounting systems; (iv) underdeveloped securities markets, including
complex and sometimes archaic settlement and clearing procedures; (v) market
liquidity; and (vi) widespread corruption. The governments of various emerging market
countries have sought to respond to these conditions to achieve financial stability and
to introduce structural reforms that will contribute to their transition to market
economies. In many cases these goals have not yet been achieved, although, in some
instances, there have been signs of progress.
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o Tax Risk. In the recent past, the tax systems of several emerging market countries have
been marked by rapid change, which has sometimes occurred without warning and has
been applied with retroactive effect. In these developing countries, a large national
budget deficit often gives rise to an acute government need for tax revenues, while the
condition of the economy has reduced the ability of potential taxpayers to meet their
tax obligations. In some cases, there is widespread non-compliance with tax laws,
insufficient personnel to deal with the problem and inconsistent enforcement of the
laws by inexperienced tax inspectors.
• Conflicts of Interest. Bienville’s Clients are subject to a number of actual or potential conflicts of
interest involving Bienville. However, Bienville and its affiliates have substantial incentives to see
that the assets of its Clients appreciate in value, and merely because an actual or potential
conflict of interest exists does not mean that it will be acted upon to the detriment of a Client.
Bienville has adopted policies and procedures to address and mitigate conflicts of interest,
including those referenced below. The following descriptions of conflicts of interest and the
conflicts discussed elsewhere in this Brochure do not purport to be a complete list or explanation
of the conflicts involved with the management of Clients advised by Bienville. Private Fund
investors should consult the offering memorandum or other governing documents for the
relevant Private Fund for more details on conflicts of interest associated with an investment in
such Private Fund.
The risks described above are not an exhaustive list of all risks associated with the described investment
strategies and securities. In addition, as a Private Fund’s or an Advisory or Consulting Client’s investment
program develops and changes over time, investments may be subject to additional and different risk
factors. Please refer to Items 5, 6, 10, 11 and 12 for additional disclosure regarding risks and conflicts of
interest. Investors in the Private Funds should refer to the Private Funds’ offering or governing
documents for a more complete description of the risks involved in investing in such Private Fund.
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ITEM 9 – DISCIPLINARY INFORMATION
Registered investment advisors and their management are required to disclose all legal and disciplinary
events that are material to a client or prospective client’s evaluation of the advisory business or the
integrity of management.
The Firm and its management have not been involved in any legal or disciplinary events that would be
material to a Client or prospective Client’s evaluation of Bienville’s advisory business or the integrity of
Bienville management.
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ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
Bienville’s management persons are not registered, nor do any management persons have an
application pending to register, as a broker-dealer or a registered representative of a broker-dealer.
Bienville’s and its management persons are not registered, nor do any management persons have an
application pending to register, as a futures commission merchant, commodity pool operator,
commodity trading advisor or an associated person of the foregoing entities. Bienville may trade a de
minimis amount of futures contracts for certain Client accounts in reliance on exemptions from
membership with National Futures Association and from registration under the Commodities Futures
Trading Commission.
The following entities serve as the general partner or managing member to one or more Private Funds
and are under common control with Bienville: Bienville Capital GP, LLC, Bienville Ventures GP, LLC, BPOF
Manager, a separate series of Bienville Series Manager, LLC, Bienville Fractal Seed Manager, a separate
series of Bienville Series Manager, LLC, BPOF II Manager, a separate series of Bienville Series Manager,
LLC, Bienville Fractal Early-Stage Manager, a separate series of Bienville Series Manager, Bienville Fractal
Seed Manager II, a separate series of Bienville Series Manager, BBF Manager, LLC and Informatic Capital
GP, LLC (collectively, the “General Partners”). The General Partners, employees and the persons acting
on their behalf are subject to Bienville’s (the registered adviser’s) supervision and control and are
therefore “persons associated with” Bienville and subject to Bienville’s compliance program.
As disclosed in Item 4, Bienville is an investment adviser to the Private Funds. Bienville has a conflict of
interest to recommend the Private Funds to Advisory and Consulting Clients, as the Firm and its related
persons have the opportunity to earn higher fees in the Private Funds. The Firm has adopted and
implemented written compliance policies and procedures that are designed to mitigate conflicts of
interest. For example, if an Advisory Client invests in a Bienville Private Fund, Bienville excludes the assets
invested in the Private Fund(s) from the Advisory Client’s billable advisory asset calculation. Bienville
does not “double charge” clients an advisory fee for its own Private Fund and a management fee for the
Private Funds. Advisory Clients are not required to invest in any Private Fund, and Bienville only
recommends Private Funds if in our fiduciary duty we believe the investment is in the best interest of
the Advisory Client. The Firm further mitigates conflicts through its policy to act in the best interests of
its Clients and to disclose (potential) conflicts of interest to Clients and investors. Please refer to the
conflicts of interest disclosure in Item 6.
Bienville Family Capital
Bienville has been engaged by the extended families of certain principals and employees of the Firm to
serve as investment advisor to their families and family offices. These extended family members and
family entities are Advisory Clients, have investment management agreements with the Firm and
generally pay advisory fees and management fees in line with Advisory Clients who are unrelated to any
employee. Like other Advisory Clients, these family members and family entities of employees may
invest in the Private Funds but are not required to do so. Also, Bienville’s principals and their families
and certain Bienville employees and their families are Advisory Clients of the Firm. As a percentage of
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the Firm’s overall assets under management, the amount of internal capital (which includes principals
and employees and their immediate and extended family members) is material to the Firm (~21% of
overall AUM as of 12/31/2025, and Bienville believes that the fact that employees and their families are
investing alongside other Clients aligns risks and mitigates conflicts. Please see Item 11 for additional
information regarding employees and their immediate family members.
While Bienville’s policy is to treat all Clients fairly and equitably in terms of the advice we provide,
services we offer and investment opportunities available, a (potential) conflict of interest could occur if
Bienville offers an opportunity to an Employee Account (as defined below in Item 11) before offering it
to a non-related Advisory Client. In allocating investment opportunities to any Advisory Client, Bienville
takes into account, among other things, an Advisory Client’s amount of capital, risk tolerance, liquidity
constraints and investment objectives in determining how to allocate investment opportunities. Further,
as an additional control, Bienville’s Code of Ethics includes certain restrictions and preapproval
requirements. Please refer to Items 11 and 12 below for additional disclosures.
Bienville does not recommend other investment advisers to its Clients for compensation that creates a
material conflict of interest.
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ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTERESTS IN CLIENT TRANSACTIONS AND PERSONAL TRADING
Code of Ethics and Personal Trading
As an investment adviser, we stand in a position of trust and confidence with respect to our Clients, and
we have a fiduciary duty to place the interests of our Clients before our own interests. As such, and in
accordance with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”), we have adopted a Code of Ethics (the “Code”) that (i) sets the standard of business conduct that
we require from our employees, (ii) requires compliance with applicable federal securities laws and (iii)
contains written policies and procedures reasonably designed to prevent the unlawful use of material
non-public information by Bienville or its personnel. The Code also (a) requires that all personnel and
certain related accounts (e.g., immediate family members of Bienville personnel) report their personal
securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public
offerings, limited offerings, ETFs, certain digital assets), (b) restricts, subject to limited exceptions,
trading by personnel and certain related accounts in certain securities, (c) requires holding periods for
the sale of certain investments and (d) requires certain preapproval and reporting with respect to
outside business activities. We monitor the personal securities transactions and securities holdings of
Bienville personnel and their reportable accounts. All Bienville personnel are required to acknowledge
the Code upon commencement of their employment and at least annually thereafter. All Bienville
personnel are also required to report any violation of the Code to the Chief Compliance Officer.
Employee Accounts
Employees of the Company and their family members may have Advisory Client accounts (collectively,
“Employee Accounts”) managed by Bienville and so may invest in the same or similar securities
recommended to Clients. This practice presents inherent conflicts of interests, such as employees,
and/or certain of their family members: (i) trading before other Advisory Clients (i.e., front-running),
and/or; (ii) receiving a better allocation or price than other Advisory Clients. To address and mitigate
(potential) conflicts of interest associated with personal trading, Bienville has developed written policies
and procedures to help ensure that Employee Accounts are not favored over other Client accounts.
Employee Account orders may be aggregated with orders placed on behalf of Advisory Clients in order
for Bienville to control the execution of the related person’s order in connection with (potential) conflicts
of interest described herein. Please refer to Item 12 for more information on order aggregation and
allocation processes for Advisory Clients and Private Funds, including instances when Bienville does not
aggregate orders. With respect to Employee Account transactions that Bienville decides to execute
independently (i.e., not alongside other Advisory Clients), the Chief Compliance Officer’s pre-approval is
required. Bienville determines whether to make trades independently by taking into account, among
other things, an Advisory Client’s amount of capital, risk tolerance, liquidity constraints and investment
objectives in determining how to fairly and equitably allocate investment opportunities. With respect to
Bienville personnel’s reportable accounts not managed by Bienville, the Firm’s Code includes certain
order-approval requirements and restrictions. For example, Bienville personnel are generally not
permitted to trade single name equities or options in their personal trading accounts. Sell orders on
existing positions are allowed with pre-approval from the Chief Compliance Officer or another designee
and are subject to holding periods. Any exceptions must be pre-approved by the Chief Compliance
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Officer or another designee. The restriction on owning single name equity securities does not apply to
Employee Accounts managed by Bienville in which an Access Person and/or his or her family members
have a beneficial interest. Additionally, on occasion, through Employees Accounts or personal accounts,
Bienville’s principals, employees and affiliates invest or co-invest in private investment opportunities
with one or more Clients, including the Private Funds. To the extent an employee invests in a Private
Fund, Bienville does not collect a fee or commission. Please see Item 12 for additional disclosure
regarding investment opportunities.
Clients or prospective clients may request a copy of the Code by contacting Bienville at the address or
telephone number listed on the first page of this document.
Participation or Interest in Client Transactions
As discussed above in response to Item 10 and as explained throughout the Brochure, affiliates of
Bienville are the general partners to the Private Funds and Advisory Clients may invest in such Private
Funds. Please refer to disclosures in Items 6 and 10 for more information.
A Bienville Partner is on the board of directors of a private company that is a legacy investment holding
of the Partner, his family members, some of whom are Advisory Clients of Bienville, and Bienville Capital
Partners, LP. Bienville receives compensation for the Partner’s board membership. Bienville does not
recommend Advisory Clients invest in the private company. Bienville does not find the Partner’s board
membership and the compensation received in connection with such role to present any material
conflicts of interest to Clients of Bienville.
Fractal
Certain partners and employees of Bienville are directly invested in convertible preferred equity units in
Fractal Software, LLC (“Fractal”) and in Bienville Fractal Seed Fund, a separate series of Bienville
Opportunities Master Series Fund, LLC, Bienville Fractal Early-Stage Fund, a separate series of Bienville
Opportunities Master Series Fund, LLC and Bienville Fractal Seed Fund II, a separate series of Bienville
Opportunities Master Series Fund, LLC (collectively, the “Series”). Further, an employee has an
investment in certain portfolio companies of Fractal. Accordingly, those partners and employees may
benefit, through such investments, from the investment activities of the Series (e.g., an investment
made by the Series in a Fractal company may lead to an increase in or reduce a decrease in the value of
the Fractal securities held by such partner or diminish the volatility of such securities) which may present
a conflict of interest. All investors in the Series are not invested in Fractal. Bienville believes that such
conflict of interest is substantially mitigated since the interests of Bienville, the managing member of
the Series and the partners are aligned with the Series. Further, Bienville has adopted policies and
procedures that are designed to address conflicts of interest. For example, please refer above to the
Code of Ethics and personal trading disclosures. Finally, Bienville has a fiduciary duty to act in the best
interests of its Clients, including the Series.
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Cross Trades
On occasion, Bienville may cross trade (i.e., where one Client purchases an investment from another
Client) on behalf of the Private Funds and certain institutional separately managed accounts. Bienville
may determine that a cross trade is in the best interests of a Client(s) for a variety of reasons, including
but not limited to: tax purposes, liquidity purposes, to rebalance the portfolios of Clients or to reduce
transaction costs that may arise in the open market.
Inherent conflicts of interest associated with cross trading include, but may not be limited to, favoring
higher fee-paying Clients or accounts where employees are invested (e.g., principal transactions) over
another account and valuing the assets to favor one account over another account. The Firm has
implemented written compliance policies and procedures designed to address risks and conflicts of
interest associated with cross trades, and any cross trades must be in accordance with Client advisory
agreements and Fund governing documents, as applicable. Under Bienville’s current policies, Bienville
does not expect to engage in principal transactions or agency cross transactions. Further, neither
Bienville nor its related persons act as broker, nor do they collect a fee or commission on cross trades.
To the extent Bienville uses a broker-dealer in connection with cross trades, such broker will be
independent. Bienville will seek to obtain best execution for each of the accounts involved in a cross
trade. Bienville generally intends to book and execute cross trades at the close of the market on the day
of the transaction. The Firm further mitigates conflicts through its policy to act in the best interests of
Clients and to disclose (potential) conflicts of interest to Clients and investors. Please refer to disclosures
in Items 6 and 8 and to additional disclosures in this Item 11 for more information regarding potential
conflicts of interest.
Managing Multiple Clients
Certain inherent conflicts of interest arise from the fact that Bienville and its affiliates provide investment
management services to Advisory Clients, Consulting Clients and the Private Funds. The respective
investment programs and objectives of Clients may be substantially similar or overlap. Bienville may give
advice, recommend securities or take action with respect to one Client which may differ from advice
given to, securities recommended or bought for or action taken on behalf of another Client, even though
their investment objectives may be the same or similar. In determining how to manage multiple Clients,
Bienville takes into account, among other things, each Client’s amount of capital, risk tolerance, liquidity
constraints and investment objectives in determining how to allocate investment opportunities. Please
refer to Items 10, 12 and above disclosures in Item 11 for more information.
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ITEM 12 – BROKERAGE PRACTICES
Advisory Clients
Bienville does not utilize formal soft-dollar arrangements or engage in referral agreements with broker-
dealers as it relates to the investment management services provided to Advisory Clients. Our Advisory
Clients have full discretion to select a custodian/broker-dealer for the custody and trading of their
account. Bienville generally recommends the custodial, brokerage and clearing services of Fidelity
and/or Schwab for investment management accounts. In our evaluation of any custodian or broker-
dealer, we consider numerous factors including the firm’s financial strength, client service, commission
rates, other fees, reputation, execution capabilities, access and ability to trade diverse financial
instruments and technology offerings.
Advisory Clients are required to enter into a formal investment management agreement with us setting
forth the terms and conditions under which we will manage the Advisory Client’s assets, and a separate
custodial/clearing agreement with each designated broker/custodian. Virtually all of the Advisory Client
trading is done through the broker-dealer who has custody of the Client’s assets. Advisory Clients may
direct Bienville in writing to use a particular broker to execute some or all transactions for the Advisory
Client. If a Client wants to direct trading with a particular broker, the Advisory Client will negotiate terms
and arrangements for the account with that broker. Bienville might not receive better execution services
or prices from other financial institutions or be able to “bunch” Advisory Client transactions for execution
through other financial institutions with orders for other accounts managed by Bienville (as described
below). As a result, the Advisory Client might pay higher commissions or other transaction costs or
greater spreads, or receive less favorable net prices, on transactions for its account than would
otherwise be the case. Subject to its duty to seek to obtain best execution, Bienville may decline an
Advisory Client’s request to direct brokerage if, in Bienville’s sole discretion, such directed brokerage
arrangements would result in additional operational difficulties.
Bienville may receive support services without cost from Fidelity and Schwab which help us to better
monitor and service our Clients. Included are software and other technology solutions that provide
access to Advisory Client Account data, compliance-related publications, consulting services, invitations
to conferences, meetings, other educational and/or social events. Additionally, the benefits that
Bienville receives from Fidelity (through the Fidelity Registered Investment Advisor Group) and/or
Schwab (through its Schwab Institutional division) may include, but are not limited to, the following: (i)
receipt of duplicate Advisory Client confirmations and bundled duplicate statements; (ii) access to a
trading desk that exclusively services Fidelity Registered Investment Advisor Group participant or
Schwab Institutional participants; (iii) access to block trading which provides the ability to aggregate
securities transactions and then allocate the appropriate shares to Advisory Client accounts, and (iv)
access to an electronic communication network for Advisory Client order entry and account information,
among other benefits. The availability of such products and services for Bienville, however, is not based
on a specified level of trading activity through Schwab or Fidelity. Our Advisory Clients do not pay more
for investment transactions effected and/or assets maintained at Fidelity and Schwab as a result of the
services described above. We do not make any corresponding commitment to Fidelity or Schwab or
32
anyone else to invest any specific amount or percentage of assets in any specific mutual funds, securities
or other investment products as a result of the above arrangement.
To mitigate (potential) conflicts, Bienville conducts a best execution review in connection with its
Advisory Client accounts on at least an annual basis that includes an assessment of the pricing and
services received from Fidelity and Schwab as well as other broker-dealers where our clients have
relationships.
With respect to Advisory Clients, Bienville will bear costs associated with correcting a trade error to make
the Client whole if the error is caused by Bienville. Bienville is responsible for its own errors and not the
errors of other persons, including third-party brokers and custodians, unless otherwise expressly agreed
to by Bienville. If an investment gain results from the correcting trade, the gain remains in the Client's
account unless the same error involved an aggregated trade with other Client account(s) that should
also receive the gains. In those cases, for Clients custodied at Schwab and Fidelity, the trade error is
resolved in a trade error account. Schwab and Fidelity may net trade error gains and losses in the trade
error account; this may benefit Bienville by having to pay less for trade error losses. In the event there
is a surplus in the trade error account, the custodian will donate such surplus to a charitable organization
in accordance with the custodian’s policies.
Aggregation and Allocation of Investments
It is Bienville’s policy to allocate investment opportunities to the Advisory Clients fairly and equitably
over time. When more than one Advisory Client is capable of purchasing or selling a particular security
based on investment objectives, available cash and other factors, Bienville generally attempts to
aggregate or bunch orders by custodian unless aggregation is not consistent with the Firm’s duty to seek
to obtain best execution and the terms of the investment guidelines and restrictions of each Advisory
Client for which trades are being aggregated. In such cases, transactions may be effected independently.
In the event that Bienville aggregates, transactions will generally be averaged as to price and allocated
among Bienville’s Advisory Clients pro rata to the purchase and sale orders placed for each Advisory
Client on any given day. Bienville does not receive any additional compensation or remuneration as a
result of the aggregation. In the event that an aggregated order is only partially filled, the participating
accounts will generally receive a pro rata allocation, subject to limited exceptions. Bienville determines
whether to make trades independently by taking into account, among other things, the Advisory Client’s
amount of capital, risk tolerance, liquidity constraints and investment objectives. Please refer to the last
paragraph in Item 12 for allocation disclosure with respect to investment capacity constraints.
Private Funds
Bienville has full authority to select custodians, prime brokers and broker-dealers to effect transactions
on behalf of the Private Funds, and full authority to negotiate the commissions or spreads paid on such
transactions. For the Private Funds, Bienville does not accept directed brokerage arrangements from
investors, and Bienville does not maintain any client referral arrangement with brokers.
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In our evaluation of any custodian or broker-dealer, we consider numerous factors including the firm’s
financial strength, client service, commission rates, other fees, reputation, execution capabilities, access
and ability to trade diverse financial instruments, corporate access, research and technology offerings.
In selecting broker-dealers, Bienville assesses the following factors, including but not limited to: (i) the
ability to effect prompt and reliable executions at favorable prices (including the applicable dealer
spread or commission, if any); (ii) the operational efficiency (i.e., liquidity) with which transactions are
effected, taking into account the size of order and difficulty of execution; (iii) the financial strength,
integrity and stability of the broker; (iv) the reputation of the broker; (v) the Firm’s risk and ability in
positioning a block of securities; (vi) efficiency of execution and error resolution; (vii) the quality,
comprehensiveness and frequency of available research services considered to be of value; and (viii) the
competitiveness of commission rates in comparison with other brokers satisfying Bienville’s other
selection criteria.
Bienville is authorized to (i) pay higher prices for the purchase of securities from or accept lower prices
for the sale of securities to brokerage firms that provide it with such investment and research
information or (ii) to pay higher commissions to such firms if Bienville determines such prices or
commissions are reasonable in relation to the overall services provided. In seeking best execution, the
determinative factor is not the lowest possible cost, but whether the transaction represents the best
quantitative and qualitative execution, taking into consideration the full range of the broker’s services.
The Private Funds are not required to allocate either a stated dollar or stated percentage of their
brokerage business to any broker for any minimum time period and will review such relationships from
time to time.
Any use of “soft dollars” for research and research-related services falls within the safe harbor for the
use of soft dollars provided under Section 28(e) of the Exchange Act (“Section 28(e)”). Research services
furnished by brokers may include (i) written information and analyses concerning specific securities,
companies or sectors; (ii) market, financial and economic studies and forecasts; (iii) statistics and pricing
or appraisal services; (iv) discussions with research personnel; and (v) invitations to attend conferences
or meetings with management or industry consultants. Private Funds do not intend to engage in any
soft dollar transactions other than with respect to products and services which fall within the Section
28(e) safe harbor or where such products or services would otherwise be chargeable to the Private Fund
pursuant to operative documents. Research services provided by brokers used by the Private Funds may
be utilized by Bienville or its affiliates in connection with their other investment activities. To mitigate
(potential) conflicts, Bienville conducts a best execution review in connection with its Private Funds on
at least an annual basis.
As disclosed in certain Private Funds’ offering documents, absent bad faith, gross negligence, willful
misconduct or fraud, the Private Funds will be responsible for any losses resulting from trade errors. The
affected Private Fund(s) will generally retain gains associated with trade errors; provided, however, that
such gains may be used to reimburse an applicable broker/dealer in certain circumstances, as
determined by Bienville in its sole discretion. Gains from trade errors may not offset losses from trade
errors, unless the underlying transactions constitute a single transaction.
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In 2023, Bienville entered into an arrangement with Jefferies, a third- party trader, whereby Jefferies
executes and/or directs most trades on Bienville’s behalf for the Informatic Funds and on occasion, for
certain other Clients. Jefferies is a registered broker-dealer and is capable (depending on Bienville’s
instructions) of directly executing trades for the Informatic Funds and certain other Clients or instructing
another broker-dealer to do so on its behalf. When using Jefferies, Bienville may or may not select a
specific broker-dealer that Jefferies must use to execute the trade in question. Bienville’s decision to
instruct Jefferies to use a specific broker-dealer (or otherwise) is subject to the various broker-dealer
selection criteria described above.
Allocation and Aggregation of Investments
It is Bienville’s policy to allocate investment opportunities among Private Funds fairly and equitably over
time. Bienville may, but is not obligated to, purchase or sell such securities on behalf of more than one
of the Private Funds with an aggregated order in the event that (i) Bienville determines that certain
securities will be suitable for acquisition by more than one Private Fund and operationally feasible, and
(ii) if in Bienville’s reasonable judgment, such aggregation is reasonably likely to result in an overall
economic benefit to the Private Funds based on an evaluation that the Private Funds will be benefited
by relatively better purchase or sale prices, lower commission expenses or beneficial timing of
transactions or a combination of these and other factors. Any transaction costs arising from an
aggregated transaction may be shared on a pro rata basis by participating accounts, based upon the
securities allocated to each such account in accordance with Bienville’s trade allocation policy.
If Bienville is not able to acquire the desired aggregate amount of such securities on terms and conditions
which Bienville deems advisable, Bienville will endeavor to allocate in a fair and equitable manner the
limited amount of such securities acquired among the various Client accounts for which Bienville
considers them to be suitable. In making allocations over time in a fair and equitable manner, Bienville
may consider various factors, including (i) the diversity of its accounts’ investment objectives, guidelines
and restrictions; (ii) differences in its accounts’ risk tolerances and return targets; (iii) differences in its
accounts’ existing portfolio holdings and related balancing and diversification concerns; (iv) differences
in its accounts’ relative sizes; (v) differences in its accounts’ available investment resources (including
the timing of capital contributions and withdrawals) and side pocket constraints; (vi) differences in its
accounts’ liquidity requirements; (vii) differences in its accounts’ investment time horizons; (viii) tax
considerations; and (ix) such other factors as Bienville may determine to be relevant at the time of
allocation. Although allocations may generally be made on a pro rata basis among accounts, allocations
may be made on a non-pro rata basis if such allocation is determined to be reasonable by Bienville in
accordance with the foregoing factors.
Due to investment capacity constraints established by certain third-party investment managers,
companies, or investment opportunities, such managers, companies or investment opportunities may
limit the dollar amount that it is willing to accept for investment. In such instances, we allocate
investment opportunities first to the applicable Bienville Private Fund. This allows us to provide access
to a larger number of our Clients when capacity is limited. If excess capacity exists after we make the
desired allocation to the applicable Bienville Private Fund, we may then introduce such opportunity to
those Clients who have indicated both the ability and desire to invest directly with that third-party
35
investment manager, rather than via a diversified portfolio of such managers provided by the Bienville
Private Fund.
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ITEM 13 – REVIEW OF ACCOUNTS
Bienville’s investment team monitors Advisory and Consulting Client portfolios on an ongoing basis. The
investment team and operations team regularly discuss Client asset allocation, cash flow needs and
potential investment changes for all Advisory and Consulting Clients. Bienville’s senior investment
professionals regularly offer to review reports with Advisory and Consulting Clients either in person or
via conference calls, generally on a quarterly basis, but at least annually. Bienville will proactively reach
out to Advisory and Consulting Clients to discuss their accounts if we believe a review is necessary, and
our team is available to review accounts, goals, investment strategy, new opportunities and potential
risks should a Client request a meeting.
Advisory and Consulting Clients have access to Addepar, our online performance reporting software,
which allows them to view their portfolios. The Addepar portal allows Advisory and Consulting Clients to
view portfolio performance, asset allocation, security level exposure, additions and withdrawals from
the account(s), all transactions for a specified period, fees paid, realized and unrealized gains and
liquidity analysis on a daily basis. Advisory and Consulting Clients also receive performance reporting
directly from their custodians.
The Private Funds’ public holdings and trading activity is monitored on a daily basis by members of our
investment team. The investment team members engage in process to source, research and size
investments. Aspects of this process include research, investment team meetings and risk-management
discussions. In addition, on a daily basis, in connection with the Private Funds’ public holdings, our
operations team reviews all orders and executions, positions and cash balances. Investors in Bienville’s
Private Funds receive monthly or quarterly performance estimates, monthly or quarterly net asset value
statements from Bienville’s third-party administrators detailing the value of the investor’s interest in the
Private Funds and annual audited financial statements and K-1s for tax purposes. For certain of the
Private Funds, we provide written quarterly commentary detailing performance, exposure and relevant
market news. For certain private equity funds where portfolios and performance change less frequently,
we provide updates to Private Fund investors on a periodic basis.
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ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION
Please refer to Item 12 regarding brokerage practices for disclosures about benefits made available to
Bienville by Schwab and Fidelity.
As of time of filing this annual amendment, Bienville has not compensated third-party solicitors or
placement agents for referring Clients. Bienville entered into an agreement with a third-party solicitor
in 2025 to solicit Advisory Clients. Bienville expects that it will pay the third-party solicitor a percentage
of the management fees from the capital managed for an Advisory Client introduced by such third-party
solicitor. Bienville maintains policies and procedures to comply with the SEC’s amended marketing Rule
206(4)-1 under the Advisers Act.
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ITEM 15 – CUSTODY
Client securities are held in custody by unaffiliated broker/dealers or banks. However, Bienville meets
the Advisers Act definition of having custody over certain Client accounts. For example, the Firm or its
affiliates are general partners or managers of the Private Funds; and are deemed to have custody of the
Private Funds. To comply with the Advisers Act custody rule (i.e., Rule 206(4)-2) (the “Custody Rule”)
and to provide meaningful protection to investors, the Private Funds’ are subject to an annual financial
statement audit by an independent public accountant registered with, and subject to regular inspection
by, the Public Company Accounting Oversight Board (PCAOB). The audited financial statements are
prepared in accordance with generally accepted accounting principles (GAAP) and are distributed to
investors within 120 days of a Private Fund’s fiscal year end (or 180 days, if the Private Fund is a “fund
of funds”).
With respect to Advisory Client accounts, Bienville may access certain Advisory Clients’ funds through
our ability to debit advisory fees. Certain Advisory Clients have standing letters of authorization in place
that allow Bienville to direct the Advisory Client’s custodian to send Advisory Client funds based on the
standing letters of authorization. In these cases, Bienville is considered to have custody of Advisory Client
assets under the Custody Rule. Account custodians send statements directly to the account owners, and
Advisory Clients should carefully review these statements, comparing them to account information
provided by Bienville.
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ITEM 16 – INVESTMENT DISCRETION
Bienville has discretion and authority to manage and direct the investment of capital for several of its
Clients. This authority is provided to Bienville through an investment management agreement signed by
the Client that sets forth the terms and conditions under which Bienville will render its services.
Limitations on Bienville’s discretionary authority are included in investment management agreements,
Private Fund offering and operating documents, investor side letters and/or the Firm’s internal
compliance policies and procedures. Some Clients have an agreement or arrangement for Bienville to
provide advisory services on a non-discretionary or consulting basis.
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ITEM 17 – VOTING CLIENT SECURITIES
Bienville generally has the authority to act on proxies (vote or abstain) received on behalf of Private
Funds and Advisory Clients. Advisory Clients may notify us in writing if they do not want us to vote proxies
on their behalf. With limited exceptions, Advisory Clients may not direct Bienville to vote proxies in a
particular solicitation. For Bienville Client investments managed by a third-party, the operative
agreement will indicate whether the third-party manager is responsible for voting Client proxies.
Bienville does not vote proxies on behalf of Consulting Clients. Consulting Clients are responsible for
voting any proxies and should contact their custodian(s) with questions about receiving proxies. Bienville
does not forward proxies to Consulting Clients, but they may contact Bienville with questions about a
particular solicitation. Please see contact information on cover page of this Brochure.
inconsistent with Glass Lewis’ recommendations.
In circumstances where there
Bienville’s proxy voting responsibilities are exercised in accordance with the applicable provisions of the
Advisers Act, the provisions of operative Client contracts, as well as with Bienville’s fiduciary duties under
applicable law to act in the best interests of its Clients. In furtherance of this objective, Bienville has
contracted with Broadridge Financial Solutions and utilizes its Proxy Edge® platform (“ProxyEdge”).
ProxyEdge provides proxy analyses, vote execution and record keeping services to Bienville. We have
instructed ProxyEdge to follow the Glass Lewis voting recommendations but retain the authority to
override the recommendation on any proxy vote. In certain cases where Bienville, in good faith,
determines that Glass Lewis’ recommendations should not be used, the Firm may instruct ProxyEdge to
is no
vote
recommendation provided by Glass Lewis, Bienville will determine whether to process a manual vote or
abstain from voting.
On occasion, Bienville may refrain from voting a particular proxy. This may be done, for example where
(i) a proxy is received with respect to securities that have been sold before the date of the shareholder
meeting and are no longer held in an Advisory Client or Private Fund account; (ii) the terms of an
applicable securities lending agreement prevent Bienville from voting with respect to a loaned security;
(iii) Bienville deems it in the best interest of an Advisory Client or Private Fund to refrain from voting
(e.g., conflict of interest); (iv) despite reasonable efforts, Bienville receives proxy materials without
sufficient time to reach an informed voting decision and vote the proxies; (v) the terms of the security
or any related agreement or applicable law preclude Bienville from voting; (vi) in connection with certain
Advisory Clients accounts, Bienville is unable to vote foreign securities held at certain custodians or (vii)
the terms of an applicable Advisory Client agreement reserve voting authority to the Advisory Client or
another party.
Bienville’s written proxy policies and procedures require the Firm to identify and address material
conflicts of interest between Bienville and its Clients. A conflict of interest could arise, for example, as a
result of a business relationship with a company, or a direct or indirect business interest in the matter
being voted upon, or as a result of a personal relationship with corporate directors or candidates for
directorships. If a conflict exists which cannot be otherwise addressed by the Chief Compliance Officer,
or another designee, including voting in accordance with Glass Lewis recommendations, Bienville may
choose one of several options including but not limited to: (i) using a different third-party proxy service
provider to vote; (ii) if possible, erecting information barriers around the person or persons making the
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voting decision sufficient to insulate the decision from the conflict; (iii) inform the Client (or the Investors
in the Client if it is a Fund) of the material conflict of interest and obtain consent (majority consent in
the case of a Fund) to vote the proxy as recommended by Bienville; or (iv) if agreed upon in writing with
the Client, forwarding the proxies to affected Clients and allowing them to instruct the voting of their
own proxies.
A copy of Bienville’s proxy voting policies, procedures and information about how Client securities are
voted is available to Clients upon request by contacting Bienville. Please see contact information on
cover page of this Brochure.
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ITEM 18 – FINANCIAL INFORMATION
Bienville is not required to include a balance sheet for its most recent fiscal year, is not aware of any
financial condition reasonably likely to impair its ability to meet contractual commitments to Clients and
has not been the subject of a bankruptcy petition at any time during the past ten years.
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