Disposition Fee (2%) is taken above the waterfall
MediumA performance- or transaction-linked fee paid above the waterfall reaches the GP before the LP's distribution priorities run, eroding the pool the pref + return-of-capital draw from. Routine asset-management fees above the line are normal; a disposition/promote-flavored fee there is a leak worth pricing.
“Proinvest shall be paid a Disposition Fee in the amount of two percent (2%) of the gross sales price or finance amount or capitalized lease amount [for any long-term lease in excess of ten years] upon any Disposition of any Asset.”