trilinc-ex105_10.htm



Exhibit 10.5 

AMENDED AND RESTATED OPERATING EXPENSE RESPONSIBILITY AGREEMENT 

This Amended and Restated Operating Expense Responsibility Agreement, entered into on the date set forth below, is by and among TriLinc Global, LLC, a Delaware limited liability company (“Sponsor”), TriLinc Advisors, LLC, a Delaware limited liability company (“Advisor”), and TriLinc Global Impact Fund, LLC, a Delaware limited liability company (“Fund” and together with the Sponsor and the Advisor, the “Parties”). 

WHEREAS, the Sponsor has agreed to be responsible for the payment of certain of the Fund’s cumulative operating costs incurred through and including December 31, 2017, including the management and incentive fees due to the Advisor that have not been paid by the Fund (all as collectively set forth in Exhibit A hereto and referred to as “Fund Expenses”).

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


	
1.
	
Expense Responsibility for Fund Expenses. The Sponsor shall pay the Fund Expenses and will only be entitled to reimbursement of the cumulative Fund Expenses to the extent the Fund’s investment income for any quarter as reflected on the statement of operations exceeds the sum of (a) total distributions to unitholders incurred during the quarter and (b) the Fund’s expenses as reflected on the statement of operations for the same quarter (the “Reimbursement Hurdle”). To the extent the Fund is not successful in satisfying the Reimbursement Hurdle, no amount will be payable for that quarter by the Fund for reimbursement to the Sponsor of the cumulative Fund Expenses.  If the Sponsor is entitled to receive reimbursement for any given quarter because the Company’s investment income exceeds the Reimbursement Hurdle for such quarter, the Company will apply the excess amount (the “Excess Amount”) as follows: (i) first, the Company will reimburse the Sponsor for all expenses, other than management fees and incentive fees, that the Sponsor previously paid on behalf of the Company as listed on Exhibit A, which will generally consist of operating expenses (the “Previously Paid Operating Expenses”) until all Previously Paid Operating Expenses incurred to date have been reimbursed; and (ii) second, the Company will apply 50% of the Excess Amount remaining after the payment of Previously Paid Operating Expenses to reimburse the Sponsor for the management fees and incentive fees that the Sponsor has agreed to pay on the Company’s behalf until all such management fees and incentive fees [accrued to date] have been reimbursed.  




 


	
2.
	
Entire Agreement.  This Agreement sets forth the entire agreement of the Parties with respect to the matters contained herein and no prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective for any purpose.




 


	
3.
	
Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its principles of conflicts of laws.




 

[Signature Page Follows]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



IN WITNESS WHEREOF, the parties have executed this Agreement on March 26, 2018

 


	
TRILINC GLOBAL, LLC

	
 
	
 

	
By:
	
 
	
/s/ Brent L. VanNorman 

	
Name: 
	
 
	
 Brent L. VanNorman

	
Title:
	
 
	
 COO and CFO

	
 

	
TRILINC ADVISORS, LLC

	
 
	
 

	
By:
	
 
	
/s/ Brent L. VanNorman

	
Name:
	
 
	
 Brent L. VanNorman

	
Title:
	
 
	
 COO and CFO

	
 

	
TRILINC GLOBAL IMPACT FUND, LLC

	
 
	
 

	
By:
	
 
	
/s/ Gloria S. Nelund

	
Name:
	
 
	
 Gloria S. Nelund

	
Title:
	
 
	
 Chairman and CEO 




 



Attachment A 

Schedule of Services Incurred by TriLinc Global Impact Fund, LLC through December 31, 2017 

 

 


	
Vendor
	
Description of Services
	
Amount
	
 

	
ANDE
	
2013-2014 Membership
	
$
	
5,000
	
 

	
ASTA
	
Document Translation
	
 
	
3,186
	
 

	
Apex Fund Services
	
Fund Administration
	
 
	
293,490
	
 

	
Bank of NY Mellon
	
Fund Administration
	
 
	
90,000
	
 

	
Bank of NY Mellon
	
Bank fees
	
 
	
17,277
	
 

	
Board of Managers
	
Board Wages
	
 
	
715,364
	
 

	
Board of Managers
	
Board Meeting expenses
	
 
	
128,939
	
 

	
Credit Cards
	
Travel - Dead deal costs
	
 
	
62,987
	
 

	
Deloitte & Touche
	
Audit
	
 
	
401,400
	
 

	
Deloitte & Touche
	
Tax services
	
 
	
483,132
	
 

	
Delphos International
	
Consulting
	
 
	
10,000
	
 

	
DST Systems, Inc.
	
Transfer Agent
	
 
	
1,127,551
	
 

	
Duff & Phelps
	
Valuation services
	
 
	
65,831
	
 

	
Emtek Solutions, LLC
	
PAES/TAS
	
 
	
7,875
	
 

	
Federal Agent
	
PAES/TAS
	
 
	
12,750
	
 

	
Greenberg Traurig
	
Legal Services
	
 
	
809,329
	
 

	
IDB Bank
	
Due Diligence
	
 
	
50,000
	
 

	
iUVO Talent
	
PAES/TAS
	
 
	
12,318
	
 

	
Josh Zuckerwise
	
Travel expenses
	
 
	
4,023
	
 

	
Legatum Global Development Limited
	
PAES/TAS
	
 
	
292,500
	
 

	
Leverages Notes
	
Interest
	
 
	
47,573
	
 

	
Lewis Kopp
	
Expense reimbursement
	
 
	
14,348
	
 

	
Lincoln National Insurance
	
Keyman insurance
	
 
	
8,558
	
 

	
Maples and Calder
	
Legal Services
	
 
	
118,288
	
 

	
Moss Adams
	
Audit and 10-Q review
	
 
	
439,538
	
 

	
MF Analytics
	
PAES/TAS
	
 
	
65,159
	
 

	
O'Connor Davies
	
SOX Compliance
	
 
	
80,659
	
 

	
PathNorth
	
2013 Core Membership
	
 
	
4,167
	
 

	
Paul Sanford
	
Travel expenses
	
 
	
5,212
	
 

	
Payroll
	
PAES/TAS
	
 
	
150,091
	
 

	
Pickwick Capital Partners
	
Leverage
	
 
	
4,270
	
 

	
Robert Mora
	
PAES/TAS
	
 
	
97,791
	
 

	
Rothstein Kass
	
SOX Implementation/Compliance
	
 
	
41,027
	
 

	
RR Donnelley
	
10-K, 10-Q & 8-K Processing
	
 
	
252,190
	
 

	
Spolin Cohen
	
Legal Services
	
 
	
83,699
	
 

	
State of California & Delaware
	
Franchise fees
	
 
	
2,350
	
 

	
Steve Napleton
	
Travel expenses
	
 
	
8,979
	
 

	
Tanir Helayel
	
PAES/TAS
	
 
	
6,779
	
 

	
Trilinc Advisors, LLC
	
Copies, postage and miscellaneous
	
 
	
92,579
	
 

	
Trilinc Advisors, LLC
	
eFront
	
 
	
349,656
	
 

	
Trilinc Advisors, LLC
	
Management fees
	
 
	
1,717,750
	
 

	
Trilinc Advisors, LLC
	
Incentive fees
	
 
	
7,832,296
	
 

	
Trilinc Advisors, LLC
	
Due Diligence
	
 
	
131,628
	
 

	
Trilinc Advisors, LLC
	
Travel expenses
	
 
	
97,660
	
 

	
Trilinc Advisors, LLC
	
Legal expenses
	
 
	
219,418
	
 

	
Troy Wiseman
	
Expense reimbursement
	
 
	
9,701
	
 

	
Trustees of Tufts College
	
PAES/TAS
	
 
	
18,150
	
 

	
Various
	
PAES/TAS
	
 
	
14,601
	
 

	
Willis
	
Fund Insurance
	
 
	
153,695
	
 

	
 
	
 
	
$
	
16,660,767