AMENDED AND RESTATED OPERATING EXPENSE RESPONSIBILITY AGREEMENT

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/ Xxxxx X. XxxXxxxxx
Name:		Xxxxx X. XxxXxxxxx
Title:		COO and CFO
TRILINC ADVISORS, LLC
By:		/s/ Xxxxx X. XxxXxxxxx
Name:		Xxxxx X. XxxXxxxxx
Title:		COO and CFO
TRILINC GLOBAL IMPACT FUND, LLC
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
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 & Xxxxxx	Valuation services		65,831
Emtek Solutions, LLC	PAES/TAS		7,875
Federal Agent	PAES/TAS		12,750
Xxxxxxxxx Traurig	Legal Services		809,329
IDB Bank	Due Diligence		50,000
iUVO Talent	PAES/TAS		12,318
Xxxx Xxxxxxxxxx	Travel expenses		4,023
Legatum Global Development Limited	PAES/TAS		292,500
Leverages Notes	Interest		47,573
Xxxxx Xxxx	Expense reimbursement		14,348
Lincoln National Insurance	Keyman insurance		8,558
Xxxxxx and Xxxxxx	Legal Services		118,288
Xxxx Xxxxx	Audit and 10-Q review		439,538
MF Analytics	PAES/TAS		65,159
X'Xxxxxx Davies	SOX Compliance		80,659
PathNorth	2013 Core Membership		4,167
Xxxx Xxxxxxx	Travel expenses		5,212
Payroll	PAES/TAS		150,091
Pickwick Capital Partners	Leverage		4,270
Xxxxxx Xxxx	PAES/TAS		97,791
Xxxxxxxxx Xxxx	SOX Implementation/Compliance		41,027
XX Xxxxxxxxx	10-K, 10-Q & 8-K Processing		252,190
Xxxxxx Xxxxx	Legal Services		83,699
State of California & Delaware	Franchise fees		2,350
Xxxxx Xxxxxxxx	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
Xxxx Xxxxxxx	Expense reimbursement		9,701
Trustees of Tufts College	PAES/TAS		18,150
Various	PAES/TAS		14,601
Xxxxxx	Fund Insurance		153,695
		$	16,660,767