Disposition Fee (3%) 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.
“We will pay the Manager a one-time 3% disposition fee, per disposition, which will be calculated on the final disposition value when a property is sold, utilized in a 1031 exchange, or otherwise disposed of by the Manager on behalf of the Company, which will be paid at or shortly after closing on the property.”