Incentive Management Fee (25%) 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.
“the Company will pay the Manager, annually, as to each fiscal year, an incentive management fee (the 'Incentive Fee') equal to twenty five percent (25%) of the amount, if any, by which (a) the Company's net asset value ('NAV'), as calculated as of the end of that fiscal year, exceeds (b) NAV, as calculated as of the start of that fiscal year.”