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 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 outstanding Equity, provided that our Core Earnings over the prior three-year period (or the period since 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 legacy portfolio.

During the six months ended June 30, 2015 and 2014, we incurred $13.5 million and $7.8 million of management fees payable to our Manager, respectively. During the six months ended June 30, 2015, we incurred $1.2 million of incentive fees payable to our Manager. We did not incur any incentive fees payable to our Manager during the six months ended June 30, 2014.

General and Administrative Expenses

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Professional services	$	777	$	648	$	1,476	$	1,098
Operating and other costs		554		469		1,112		1,031
GE transaction costs		9,013		—		9,213		—

Subtotal		10,344		1,117		11,801		2,129
Non-cash and CT Legacy Portfolio compensation expenses
Management incentive awards plan - CTOPI⁽¹⁾		828		11,190		2,605		11,190
Management incentive awards plan - CT Legacy Partners⁽²⁾		1,024		416		2,054		552
Restricted class A common stock earned		3,303		2,289		6,506		4,029
Director stock-based compensation		94		94		188		188

Subtotal		5,249		13,989		11,353		15,959

Total BXMT expenses		15,593		15,106		23,154		18,088
Expenses of consolidated subsidiaries		105		250		205		466

Total general and administrative expenses	$	15,698	$	15,356	$	23,359	$	18,554

(1)	Represents the portion of CTOPI promote revenue accrued under compensation awards. See Note 4 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). Approximately 50% of the pool is three-fourths vested as of June 30, 2015, with the remainder contingent on continued employment with an affiliate of our Manager and our receipt of distributions from CT Legacy Partners. Of the remaining 50% of the pool, 27% is fully vested as a result of an acceleration event, and 33% 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 $1.2 million and $2.8 million as of June 30, 2015 and December 31, 2014, respectively.