11. 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 our 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 is greater than zero. Core Earnings, as defined in our management agreement, is generally equal to our net income (loss) prepared in accordance with GAAP, excluding (i) certain non-cash items (ii) the net income (loss) related to our legacy portfolio and (iii) incentive management fees.

During the three and nine months ended September 30, 2016, we incurred $9.5 million and $28.4 million, respectively, of management fees payable to our Manager, compared to $9.4 million and $22.9 million during the same periods in 2015. In addition, during the three and nine months ended September 30, 2016, we incurred $4.2 million and $14.8 million, respectively, of incentive fees payable to our Manager, compared to $4.5 million and $5.7 million during the same periods in 2015.

As of September 30, 2016 we had accrued management and incentive fees payable to our Manager of $13.7 million, compared to $14.4 million as of December 31, 2015.

General and Administrative Expenses

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Professional services	$	828	$	898	$	2,474	$	2,375
Operating and other costs		305		671		1,695		1,783
GE transaction costs		—		370		—		9,583

Subtotal		1,133		1,939		4,169		13,741
Non-cash and CT Legacy Portfolio compensation expenses
Management incentive awards plan - CTOPI⁽¹⁾		938		8		1,106		2,605
Management incentive awards plan - CT Legacy Partners⁽²⁾		354		89		1,112		2,151
Restricted class A common stock earned		4,855		3,095		14,190		9,601
Director stock-based compensation		94		94		282		281

Subtotal		6,241		3,286		16,690		14,638

Total BXMT expenses		7,374		5,225		20,859		23,154
Expenses of consolidated subsidiaries		40		70		131		276

Total general and administrative expenses	$	7,414	$	5,295	$	20,990	$	28,655

(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 was 75% vested as of September 30, 2016, 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 23% 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 $114,000 as of September 30, 2016 and $1.3 million as of December 31, 2015.