10. OTHER EXPENSES

Our other expenses consist of the management and incentive fees we pay to our Manager and our general and administrative expenses.

Management and Incentive Fees

Pursuant to our management agreement, our Manager earns a base management fee in an amount equal to 1.50% per annum multiplied by our average outstanding Equity balance, as defined in the management agreement. In addition, our Manager is entitled to an incentive fee in an amount equal to the product of (i) 20% and (ii) the excess of (a) our Core Earnings (as defined in the management agreement) for the previous 12-month period over (b) an amount equal to 7.00% per annum multiplied by our average outstanding Equity, provided that our Core Earnings over the prior three-year period (or the period since May 29, 2013, the date of the first offering of our class A common stock following December 19, 2012, whichever is shorter) is greater than zero. Core Earnings is generally equal to our net income (loss) prepared in accordance with GAAP, excluding (i) certain non-cash items and (ii) the net income (loss) related to our CT Legacy Portfolio segment.

During the years ended December 31, 2014 and 2013, we incurred $17.8 million and $5.9 million of management fees payable to our Manager, respectively. We did not incur any management fees payable to our Manager during the year ended December 31, 2012. During the year ended December 31, 2014, we incurred $1.7 million of incentive fees payable to our Manager. We did not incur any incentive fees payable to our Manager during the years ended December 31, 2013 and 2012.

General and Administrative Expenses

General and administrative expenses consisted of the following ($ in thousands):


	Year Ended December 31, 2014
	2014		2013		2012
Professional services	$	2,627	$	2,441	$	895
Operating and other costs		2,009		1,797		1,732
Transaction costs – investment management sale		—		—		3,870

		4,636		4,238		6,497

Non-cash and CT Legacy Portfolio compensation expenses
Management incentive awards plan – CTOPI⁽¹⁾		12,898		—		—
Management incentive awards plan – CT Legacy Partners⁽²⁾		1,374		5,089		2,232
Restricted class A common stock earned		7,988		1,064		1,353
Director stock-based compensation		375		263		223

		22,635		6,416		3,808

Expenses of consolidated securitization vehicles		528		851		64

	$	27,799	$	11,505	$	10,369

(1)

Represents the portion of CTOPI carried interest revenue paid under compensation awards. See Note 5 for further discussion.

(2)

Represents the accrual of amounts payable under the CT Legacy Partners management incentive awards during the period. See below for discussion of the CT Legacy Partners management incentive awards plan.

CT Legacy Partners Management Incentive Awards Plan

In conjunction with our March 2011 Restructuring, we created an employee pool for up to 6.75% of the distributions paid to the common equity holders of CT Legacy Partners (subject to certain caps and priority distributions). As of December 31, 2014, incentive awards for 94% of the pool have been granted, and the remainder was unallocated. If any awards remain unallocated at the time distributions are paid, any amounts otherwise payable to the unallocated awards will be distributed pro rata to the plan participants then employed by an affiliate of our Manager.

Approximately 53% of these grants have the following vesting schedule: (i) 25% on the date of grant; (ii) 25% in March 2013; (iii) 25% in March 2014; and (iv) the remainder is contingent on continued employment with an affiliate of our Manager and our receipt of distributions from CT Legacy Partners. Of the remaining 47% of these grants, 29% are fully vested as a result of an acceleration event, and 18% vest only upon our receipt of distributions from CT Legacy Partners.

We accrue a liability for the amounts due under these grants based on the value of CT Legacy Partners and the periodic vesting of the awards granted. Accrued payables for these awards were $2.8 million as of both December 31, 2014 and 2013.