Transactions with Related Parties
We have entered into certain agreements with our Managing Owner, Investment Manager and CION Securities, LLC, formerly known as ICON Securities, LLC (“CION Securities”), a wholly-owned subsidiary of our Investment Manager and the dealer-manager of our offering, whereby we pay certain fees and reimbursements to these parties. CION Securities is entitled to receive (i) a dealer-manager fee for the Class A shares sold in the offering equal to 2% of gross offering proceeds and (ii) a distribution fee equal to 0.55% of gross offering proceeds from Class I shares sold in the offering for managing the distribution of the Class I shares.
In addition, we reimburse our Investment Manager and its affiliates for organization and offering expenses incurred in connection with our organization and offering of our shares. The reimbursement of these expenses will be capped at the lesser of 1.44% of the maximum primary offering amount of $241,000,000 and the actual costs and expenses incurred by our Investment Manager and its affiliates.
As of December 31, 2014, our Investment Manager and its affiliates incurred organization and offering costs of $1,747,917 on our behalf in accordance with the terms of our Third Amended and Restated Trust Agreement. Of this amount, our Investment Manager has sought reimbursement of $239,758, which is included in due to Investment Manager and affiliates on our consolidated balance sheets as of December 31, 2014. The decision to pay organization and offering costs on our behalf and the decision to seek reimbursement for such costs was solely at the discretion of our Investment Manager and its affiliates. Accordingly, our Investment Manager and its affiliates have determined not to seek reimbursement for the remaining $1,508,159 of organization and offering costs from us.
We pay or paid our Investment Manager (i) a management fee equal to 3.5% of the gross periodic payments due and paid from our investments and (ii) acquisition fees of 2.5% of the total purchase price (including indebtedness incurred or assumed therewith) of, or the value of the Capital Assets secured by or subject to, each of our investments. For a more detailed analysis of the fees payable to our Investment Manager, please see the Fund’s prospectus.
Administrative expense reimbursements are costs incurred by our Investment Manager or its affiliates that are necessary to our operations. These costs include our Investment Manager’s and its affiliates’ legal, accounting, investor relations and operations personnel, as well as professional fees and other costs that are charged to us. Excluded are salaries and related costs, office rent, travel expenses and other administrative costs incurred by individuals with a controlling interest in our Investment Manager.
Our Managing Owner also has a 1% interest in our profits, losses, distributions and liquidation proceeds, subject to increase based on our investors achieving a preferred return. We paid distributions to our Managing Owner of $8,562 and $158 for the year ended December 31, 2014 and for the period from the Initial Closing Date through December 31, 2013, respectively. Additionally, our Managing Owner’s interest in the net loss attributable to us was $3,006 and $1,004 for the year ended December 31, 2014 and for the period from the Initial Closing Date through December 31, 2013, respectively.
ICON ECI Fund Sixteen
Transactions with Related Parties (continued)
Entity | | Capacity | | Description | | Year Ended December 31, 2014 | | Period from November 12, 2013 (Initial Closing Date) through December 31, 2013 |
ICON Capital, LLC | | Investment Manager | | Offering expense reimbursements (1) | $ | 142,489 | | $ | 18,933 |
ICON Capital, LLC | | Investment Manager | | Organization cost reimbursements (2) | | 7,248 | | | 1,170 |
ICON Capital, LLC | | Investment Manager | | General and administrative reimbursements (2) | | 48,126 | | | 1,625 |
ICON Capital, LLC | | Investment Manager | | Management fees (2) | | 103,221 | | | 1,468 |
CION Securities, LLC | | Dealer-manager | | Dealer-manager and distribution fees (1) | | 304,055 | | | 42,390 |
ICON Capital, LLC | | Investment Manager | | Administrative expense reimbursements (2) | | 615,929 | | | 79,912 |
ICON Capital, LLC | | Investment Manager | | Acquisition Fees (3) | | 440,599 | | | - |
| | | | | | $ | 1,661,667 | | $ | 145,498 |
(1) Amount charged directly to shareholders' equity. | | | | | | | | |
(2) Amount charged directly to operations. | | | | | | | | |
(3) Amount capitalized and amortized to operations. | | | | | | |
At December 31, 2014, we had a net payable of $945,186 due to our Investment Manager and its affiliates that primarily consisted of administrative expense reimbursements of approximately $649,000, management fees of approximately $105,000 and acquisition fees of approximately $102,000. At December 31, 2013, we had a net payable of $105,564 due to our Investment Manager and its affiliates that primarily consisted of administrative expense reimbursements of approximately $80,000 and offering expenses of approximately $19,000.
Your participation in the Fund is greatly appreciated.
We are committed to protecting the privacy of our investors in compliance with all applicable laws. Please be advised that, unless required by a regulatory authority such as FINRA or ordered by a court of competent jurisdiction, we will not share any of your personally identifiable information with any third party.