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 the Fund’s cumulative operating costs paid through and including December 31, 2014 (collectively as set forth in Exhibit A hereto and referred to as “Fund Expenses”); and 

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 not seek reimbursement of the Fund Expenses until the Fund has raised at least $200 million of gross proceeds in the Company’s public offering (the “Offering”) of units of its limited liability company interest (“Units”) pursuant to the Registration Statement on Form S-1 (File No. 333-185676), as declared effective by the Securities and Exchange Commission on February 25, 2013, provided any such reimbursement during the period in which the Fund is offering Units in the Offering will not cause the Fund’s Net Asset Value per unit to fall below the prior quarter’s Net Asset Value per unit (the “Gross Proceeds Hurdle”). To the extent the Fund is not successful in satisfying the Gross Proceeds Hurdle, no amount will be payable by the Fund for reimbursement to the Sponsor of the Fund Expenses. 





	
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 24, 2015 

 


	
TRILINC GLOBAL, LLC

	
 
	
 

	
By:
	
 
	
 

	
Name: 
	
 
	
 Gloria S. Nelund

	
Title:
	
 
	
 Chairman, CEO and President

	
 

	
TRILINC ADVISORS, LLC

	
 
	
 

	
By:
	
 
	
 

	
Name:
	
 
	
 Brent L. VanNorman

	
Title:
	
 
	
 COO and CFO

	
 

	
TRILINC GLOBAL IMPACT FUND, LLC

	
 
	
 

	
By:
	
 
	
 

	
Name:
	
 
	
 Brent L. VanNorman

	
Title:
	
 
	
 COO, CFO, CCO and Secretary







Attachment A 

Schedule of Services Incurred by TriLinc Global Impact Fund, LLC through December 31, 2014 

 


	
Vendor
	
  
	
Description of Services
	
  
	
Amount
	
 

	
ANDE
	
  
	
2013-2014 Membership
	
  
	
$ 
	
5,000
	
  

	
ASTA
	
  
	
Document Translation
	
  
	
 
	
1,167
	
  

	
Bank of NY Mellon
	
  
	
Fund Administration
	
  
	
 
	
90,000
	
  

	
Bank of NY Mellon
	
  
	
Bank fees
	
  
	
 
	
17,277
	
  

	
Board of Managers
	
  
	
Board Wages
	
  
	
 
	
357,311
	
  

	
Board of Managers
	
  
	
Board Meeting
	
  
	
 
	
64,561
	
  

	
Credit Cards
	
  
	
Travel - Dead deal costs
	
  
	
 
	
62,987
	
  

	
Deloitte & Touche
	
  
	
Audit
	
  
	
 
	
383,015
	
  

	
Deloitte & Touche
	
  
	
Tax services
	
  
	
 
	
137,477
	
  

	
DST Systems, Inc.
	
  
	
Transfer Agent
	
  
	
 
	
371,287
	
  

	
Duff & Phelps.
	
  
	
Valuation services
	
 
	
 
	
10,225
	
 

	
Emtek Solutions, LLC
	
  
	
PAES/TAS
	
  
	
 
	
7,875
	
  

	
Federal Agent
	
  
	
PAES/TAS
	
  
	
 
	
12,750
	
  

	
Greenberg Traurig
	
  
	
Legal Services
	
  
	
 
	
333,687
	
  

	
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
	
  

	
Lewis Kopp
	
  
	
Expense reimbursement
	
  
	
 
	
14,348
	
  

	
Maples and Calder
	
  
	
Legal Services
	
  
	
 
	
22,221
	
  

	
Moss Adams
	
  
	
Audit and 10-Q review
	
  
	
 
	
70,807
	
  

	
MF Analytics
	
  
	
PAES/TAS
	
  
	
 
	
65,159
	
  

	
O’Connor Davies
	
  
	
SOX Compliance
	
  
	
 
	
33,452
	
 

	
PathNorth
	
  
	
2013 Core Membership
	
  
	
 
	
4,167
	
  

	
Paul Sanford
	
  
	
Travel expenses
	
  
	
 
	
5,212
	
  

	
Payroll
	
  
	
PAES/TAS
	
  
	
 
	
150,091
	
  

	
Pinnacle Fund Administration, LLC
	
  
	
Fund Administration
	
  
	
 
	
50,203
	
 

	
Robert Mora
	
  
	
PAES/TAS
	
  
	
 
	
97,791
	
  

	
Rothstein Kass
	
  
	
SOX Implementation/Compliance
	
  
	
 
	
62,077
	
  

	
RR Donnelley
	
  
	
10-Q & 8-K Processing
	
  
	
 
	
99,680
	
  

	
Spolin Cohen
	
  
	
Legal Services
	
  
	
 
	
30,818
	
  

	
State of California& Delaware
	
  
	
Franchise fees
	
  
	
 
	
1,945
	
  

	
Steve Napleton
	
  
	
Travel expenses
	
  
	
 
	
8,979
	
  

	
Tanir Helayel
	
  
	
PAES/TAS
	
  
	
 
	
6,779
	
  

	
Trilinc Advisors, LLC
	
  
	
Copies, postage and miscellaneous
	
  
	
 
	
15,277
	
  

	
Trilinc Advisors, LLC
	
  
	
eFront
	
  
	
 
	
125,065
	
  

	
Trilinc Advisors, LLC
	
  
	
Management fees
	
  
	
 
	
315,547
	
  

	
Trilinc Advisors, LLC
	
  
	
Incentive fees
	
  
	
 
	
583,598
	
  

	
Troy Wiseman
	
  
	
Expense reimbursement
	
  
	
 
	
9,701
	
  

	
Trustees of Tufts College
	
  
	
PAES/TAS
	
  
	
 
	
18,150
	
  

	
Various
	
  
	
PAES/TAS
	
  
	
 
	
14,601
	
  

	
Willis
	
  
	
Fund Insurance
	
  
	
 
	
93,212
	
  

	
 
	
 
	
 
	
 
	
$
	
4,112,343