EX-10.4



 Exhibit 10.4 

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 Parties entered into the Expense Responsibility
Agreement (“Original Expense Agreement”) on July 22, 2013, effective as of June 11, 2013, pursuant to which the Sponsor agreed to be responsible for the incurrence and payment of the Company’s cumulative operating costs
previously paid to up to and including June 11, 2013; 
 WHEREAS, the Sponsor has agreed to be responsible for the incurrence and
payment of the Fund’s cumulative operating costs paid through and including June 11, 2013, as well as additional operating costs due for services incurred from June 12, 2013 through December 31, 2013 (collectively as set forth in
Exhibit A hereto and referred to as “Fund Expenses”); and 
 WHEREAS, the Parties have agreed to amend and restate the Original
Expense Agreement to provide for such payments. 
 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 (the
“Gross Proceeds Hurdle”) in the Company’s public offering of units of its limited liability company interest 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. 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 5, 2014 

 

			
	TRILINC GLOBAL, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	TRILINC ADVISORS, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	TRILINC GLOBAL IMPACT FUND, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	








 Attachment A 

Schedule of Services Incurred by TriLinc Global Impact Fund, LLC through December 31, 2013 

 

							
	 Vendor
	  	 Description of Services
	  	Amount	 
	AccuConference	  	Communications	  	$	1,610	  
	ANDE	  	2013-2014 Membership	  	 	5,000	  
	ASTA	  	Document Translation	  	 	1,167	  
	Bank of NY Mellon	  	Fund Administration	  	 	52,500	  
	Bank of NY Mellon	  	Bank fees	  	 	8,959	  
	Board of Managers	  	Board Wages	  	 	157,500	  
	Board of Managers	  	Board Meeting	  	 	32,117	  
	Credit Cards	  	Travel - Dead deal costs	  	 	62,987	  
	Deloitte & Touche	  	Audit	  	 	132,064	  
	Deloitte & Touche	  	Tax services	  	 	2,477	  
	DST Systems, Inc.	  	Transfer Agent	  	 	116,794	  
	Emtek Solutions, LLC	  	PAES/TAS	  	 	7,875	  
	Federal Agent	  	PAES/TAS	  	 	12,750	  
	Greenberg Traurig	  	Legal Services	  	 	143,241	  
	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	  	 	4,929	  
	MF Analytics	  	PAES/TAS	  	 	65,159	  
	PathNorth	  	2013 Core Membership	  	 	4,167	  
	Paul Sanford	  	Travel expenses	  	 	5,212	  
	Payroll	  	PAES/TAS	  	 	150,091	  
	Robert Mora	  	PAES/TAS	  	 	97,791	  
	Rothstein Kass	  	SOX Implementation/Compliance	  	 	58,001	  
	RR Donnelley	  	10-Q & 8-K Processing	  	 	33,534	  
	Spolin Cohen	  	Legal Services	  	 	30,818	  
	State of California	  	Franchise fees	  	 	1,695	  
	State of Delaware	  	Franchise fees	  	 	250	  
	Steve Napleton	  	Travel expenses	  	 	8,979	  
	Tanir Helayel	  	PAES/TAS	  	 	6,779	  
	Trilinc Advisors, LLC	  	Copies, postage and miscellaneous	  	 	3,909	  
	Trilinc Advisors, LLC	  	eFront	  	 	15,751	  
	Trilinc Advisors, LLC	  	Management fees	  	 	66,726	  
	Trilinc Advisors, LLC	  	Incentive fees	  	 	39,450	  
	Troy Wiseman	  	Expense reimbursement	  	 	9,701	  
	Trustees of Tufts College	  	PAES/TAS	  	 	18,150	  
	Various	  	PAES/TAS	  	 	14,601	  
	Willis	  	Fund Insurance	  	 	38,700	  
		  		  	  
	  
	 
		  		  	$	1,784,623