FS Digital Infrastructure Advisor LLC

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FS Digital Infrastructure Advisor LLC
CRD #338274
SEC #801-134472
CIK #
AUM 3,213.2 M (2026-03-30)
Employees 52 (19% Investors, 17% Brokers)
Fees
Minimum
Phone215-220-6651
Address3025 Jfk Boulevard
Philadelphia, PA 19104
Source [IAPD] [Website] [LinkedIn] [Facebook]
Total AUM ($B)
4.03.22.41.60.80.02010201520212027
Fees and Compensation — Form ADV Part 2A (3/30/2026) [Brochure]
Item 5 Fees and Compensation

FS Digital Infrastructure Advisor’s revenue is primarily derived from investment management fees and
performance-based compensation (promote allocations, and incentive/performance fees). The Advisor and
its Affiliates also earn additional fees for the provision of other services such as origination fees, acquisition
fees, draw management fees, application fees and administrative agent fees, as disclosed in each Client’s
Governing Documents. While a general description of these fees is provided below, specific terms of these
arrangements are detailed in the Governing Documents for each Client. The Advisor’s management fees
vary by Client, as described in detail below, and are payable either monthly or quarterly, in advance or in
arrears, depending on the Client. In general, and as stated in the Governing Documents, fees paid in advance
are not refunded. Furthermore, the Advisor waives management fees for its own individual partners and
employees and reserves the right to waive or reduce fees for certain investors in the Advisor’s sole
discretion.

The Advisor or its Affiliates charge borrowers / counterparties origination fees, monitoring fees,
amendment fees, servicing fees, administrative fees, draw management fees, application fees and other
similar fees. The fees charged to borrowers / counterparties differ based on each situation, and are described
in detail below. Additionally, the Advisor charges potential borrowers application fees and break-up fees
on a case-by-case basis. Such fees generally will be offset against the management fee payable by the
applicable Client, to the extent set forth in the applicable Governing Documents.
The Advisor charges performance / incentive fees discussed herein and charges servicing and administrative
fees (subject to the limitations outlined in each Client’s Governing Documents). The individual partners
and employees of the Advisor do not pay the Management Fee (defined below) or carried interest. All fees
are negotiated and documented within the Governing Documents. Servicing and administrative fees (as
well as similar such fees) generally will be offset against the management fee payable by the applicable
Client, to the extent set forth in the applicable Governing Documents.

Client Expenses

The Clients, and indirectly investors in the Clients, bear certain other expenses related to their investments
as provided in the Governing Documents. These expenses generally include, but are not limited to expenses
related to, or incurred in connection with, any investment (or proposed investment which is not
consummated) including, without limitation, the fees and expenses of outside counsel, accountants,
consultants, experts and other third-party service providers (including, without limitation, third-party
valuation and pricing services), third party research expenses, due diligence expenses, investment banking
and finders’ fees, acquisition fees, sourcing fees, loan servicing fees, asset management fees, closing fees;
expenses related to the negotiation, acquisition, and closing of financing transactions; costs related to
formation agreements; out-of-pocket and overhead expenses incurred in pursuing investments, including
travel, lodging, meals and entertainment; expenses related to the offering and sale of interests; expenses
associated with the operation and administration of the Clients including, without limitation, outside counsel,
third-party valuation, accounting, audit, tax preparation and other out-of-pocket expenses; costs of financing,
fees and disbursements, financial advisors, accountants, appraisers, brokers and engineers, including travel,
insurance costs (including, without limitation, directors and officers, errors and omissions, fidelity, general
liability and workers compensation insurance costs); indemnification amounts payable to persons entitled to
indemnification under the Governing Documents; all taxes imposed on the Clients; costs and expenses
associated with any litigation, threatened litigation or governmental or regulatory inquiry (including, without
limitation, any judgments, settlements or other amounts paid in connection therewith) and all other
extraordinary expenses; and all other costs and expenses incurred that are authorized by the applicable
Governing Documents.

Management and Promote/Incentive (Performance) Fee

Clients:

Management Fee:

The management fees payable to the Advisor vary from Client to Client and could differ from the fees and
compensation payable in respect of any prior or successor Client. Management fees are generally 0-1.50%
assessed annually and charged quarterly on the amount of capital invested. Certain fees are 0-1% assessed
annually and charged quarterly based on committed but uncalled capital or on the net asset value of the
underlying asset portfolio. All investors should review the Governing Documents of the relevant Client in
conjunction with this brochure for complete information on the fees and compensation payable with respect
to that particular Client.

Promote/Incentive Fee:
The general partner or other affiliated entity of each Client charges performance-based compensation
(promote allocation or incentive fee), described in more detail below, typically subject to a preferred return
and a general partner catch up, equal to a 10-20% share of distributions made to investors in excess of the
amount required to return, on a non-compounded basis, an annual distribution yield equal to the preferred
return. Certain SPVs and Sub-Advised Accounts may have a smaller promote allocation or incentive fee
and may also have multiple return hurdles and do not have a general partner catchup.

Co-Investments:

Management Fee:

In certain cases, for co-investment opportunities initiated by the Advisor, management fees are 0%-3% on
the amount of capital invested and no fees are charged on committed but uncalled capital.

Promote/Incentive Fee:
...
Account Minimums and Types of Clients — Form ADV Part 2A (3/30/2026) [Brochure]
Item 7 Types of Clients

Throughout this brochure, “Clients” refers to Funds, SPVs and Sub-Advised Accounts to whom the Advisor
provides discretionary and non-discretionary investment advisory services and “investors” refers to
underlying investors in a Client. The Clients’ investors may include, but are not limited to, high net worth
individuals, pension plans (corporate or government), endowments, foundations, sovereign wealth funds,
insurance companies, trusts, estates or charitable organizations, fund-of-funds, and corporate or business
entities.

Certain Clients require minimum commitments from investors as outlined in the relevant Client’s
Governing Documents; however, the Advisor maintains discretion to waive such minimums.

Investors in the Clients must meet certain suitability qualifications, such as being “accredited investors”,
“qualified purchasers” or “knowledgeable employees” within the meaning set forth in Rule 501(a) of
Regulation D under the Securities Act and as defined by the Investment Company Act and the rules
thereunder, respectively. Moreover, each investor in a Client must generally be a “qualified client,”
pursuant to Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Also, investors will typically be required to make certain representations that they (i) are acquiring an
interest for their own account, (ii) received or had access to all information they deem relevant to evaluate
the merits and risks of the prospective investment, and (iii) have the ability to bear the economic risk of
an investment in the Client. Details concerning applicable investor suitability criteria are set forth in the
respective Governing Documents and subscription materials which are furnished to each investor.
The Advisor and the Clients will from time to time enter into separate agreements, commonly referred to
as “side letters,” with particular investors in connection with their admission to a Client, without the
approval of any other investor, which have the effect of establishing rights under, or supplementing the
terms of, the applicable agreement with respect to each such investor in a manner more favorable to such
investor than those applicable to other investors. Such right or terms in any such side letter or other similar
agreement may include, without limitation, (i) enhanced reporting obligations of the general partner, (ii)
waiver of certain confidentiality obligations, (iii) consent of the general partner to certain transfers by such
investor, (iv) reduction or alteration of the fee or promote amount or fee or promote structure or (v) rights
or terms necessary in light of particular legal, tax, regulatory or public policy characteristics of an investor.
Type Form D Funds Date Sold AUM
PE Post Road Special Opportunity Fund III Offshore LP 2026-03-30 105.5 M
PE Post Road Digital Infrastructure Fund II LP [2025-03-28] 330.3 M 1,102.7 M
Offered $400,000,000 · Filed 2024-10-11 (D) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Remaining $69,710,000 · Duration One year or less · Net Assets Decline to Disclose
PE Post Road Special Opportunity Fund III LP [2024-03-28] 255.5 M 580.6 M
Offered $600,000,000 · Filed 2024-10-11 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining $344,530,000 · Duration More than one year · Commission $895,850 · Net Assets Decline to Disclose
PE Post Road Special Opportunity Fund II Offshore LP 2021-05-26 163.4 M
PE Post Road Special Opportunity Fund II LP 2021-03-31 243.9 M
PE Post Road Special Opportunity Fund I LP [2019-03-29] 51.5 M 12.2 M
Offered $250,000,000 · Filed 2018-12-21 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining $198,500,000 · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown Accounts AUM ($B)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 1 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 39 2.8
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 6 0.3
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 49 3.2
By Discretionary
Discretionary 6 2.2
Non-Discretionary 43 1.0
Total 49 3.2
By Non-United States Persons
Non-United States Persons 0.8
United States Persons 2.4
Total 49 3.2
Form D Directors Role # Filings # Firms 2011 - 2026
Michael Bogdan Executive Officer 24 5
Kevin Davis Executive Officer 41 3
Jason Carney Executive Officer 8 3
Post Road Group LP Executive Officer 8 3
Post Road Sof GP III LLC Promoter 1 1
Post Road Dif II GP LLC Promoter 1 1
Post Road Sof GP I LLC Promoter 1 1
Firm Profile (Form ADV)
Discretionary AUM$1.3B
ServesInstitutional, Retail
Fund TypesPrivate Equity
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