BH3 Fund Advisors, LLC (“BH3” or the “Firm”) is an investment adviser registering with the SEC per
requirements under the Investment Advisers Act of 1940, as amended. BH3 is a limited liability company
organized under Delaware law as of 2009. The Firm has several office locations with its principal place of
business located in Fort Lauderdale, Florida. BH3 provides investment advisory services to investment
funds privately offered to qualified purchasers and accredited investors. BH3 was founded by Gregory
Freedman and Daniel Lebensohn. The Firm is principally owned by Gregory Freedman, Daniel Lebensohn,
and Eric Edidin.
BH3 provides portfolio management and investment advisory services to private pooled investment
vehicles (“Funds” or Clients”). BH3 engages in advisory services with Funds that rely on exemption from
registration with the SEC under both Section 3(c)1 and Section 3(c)7 of the Investment Company Act of
1940, as amended. Funds relying on the Section 3(c)7 exemption are offered exclusively to qualified
purchasers that meet the investment criteria outlined in Section 3(c)7 of the Investment Company Act of
1940. Funds relying on Section 3(c)1 exemption are offered to accredited investors under the criteria
defined in Investment Company Act of 1940.
BH3’s investment advisory services include identifying and evaluating investment opportunities,
negotiating the terms of investments, managing and monitoring investments, and selling portfolio
investments. While each Fund’s strategy is established under their respective offering documents, BH3 Debt
Opportunity Fund I L.P., BH3 Debt Opportunity Fund II L.P., BH3 Debt Opportunity Fund
II-Parallel, L.P.,
and BH3 Debt Opportunity Fund II-Offshore, L.P. (“BH3 Debt Funds”) typically involve private debt
origination, acquisition, and/or dissolution. BH3 Heritage FV I, LLC and BH3 Heritage FV II, L.P.
investments involve equity investments in outdoor advertising assets such as digital billboards and other
signage (“BH3 Signage Funds”). BH3 manages each of its Funds within the guidelines and restrictions set
forth, as applicable, in each Fund’s private placement memorandum, limited partnership agreement (or
limited liability company or other applicable organizational agreement), subscription agreements, advisory
agreements, side letter agreements, and other governing documents of the relevant Fund (collectively, as
amended, “Governing Documents”).
Each of the Funds is controlled by a general partner (each a “General Partner” and collectively the “General
Partners”) or managing member or similar governing entity as provided in the Governing Documents. Each
Fund’s General Partner has appointed BH3 (or an affiliate thereof) to serve as the Fund’s investment
manager, pursuant to a written agreement. The General Partner in its discretion may offer co-investment
opportunities to one or more Funds or their affiliates, and to other funds, private investors, groups, entities,
or individuals. Co-investors will be determined by the General Partner in its sole discretion, and co-
investment opportunities will be offered on a deal-by-deal basis.
BH3 does not participate in any wrap fee programs.
As of December 31, 2023, BH3 Fund Advisors, LLC managed approximately $175,533,285 of regulatory
assets, all on a discretionary basis.