AMENDED AND RESTATED OPERATING EXPENSE RESPONSIBILITY AGREEMENT

Exhibit 10.3

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 March 31, 2017, including all management fees due to the Advisor that have not been paid by the Fund (collectively as 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 not seek reimbursement of the Fund Expenses unless the reimbursement will not cause the Fund’s Net Asset Value per unit to fall below the prior quarter’s Net Asset Value per unit (the “NAV Hurdle”). To the extent the Fund is not successful in satisfying the NAV 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 May 10, 2017

TRILINC GLOBAL, LLC

By:

Name:

Title:

TRILINC ADVISORS, LLC

By:

Name:

Title:

TRILINC GLOBAL IMPACT FUND, LLC

By:

Name:

Title:

Exhibit A

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

Vendor	Description of Services	Amount
ANDE	2013-2014 Membership	$	5,000
ASTA	Document Translation		3,186
Apex Fund Services	Fund Administration		240,202
Bank of NY Mellon	Fund Administration		90,000
Bank of NY Mellon	Bank fees		17,277
Board of Managers	Board Wages		660,989
Board of Managers	Board Meeting expenses		117,798
Credit Cards	Travel - Dead deal costs		62,987
Deloitte & Touche	Audit		401,400
Deloitte & Touche	Tax services		443,982
DST Systems, Inc.	Transfer Agent		938,666
Duff & Xxxxxx	Valuation services		45,381
Emtek Solutions, LLC	PAES/TAS		7,875
Federal Agent	PAES/TAS		12,750
Xxxxxxxxx Traurig	Legal Services		666,897
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		26,224
Xxxxx Xxxx	Expense reimbursement		14,348
Lincoln National Insurance	Keyman insurance		8,558
Xxxxxx and Xxxxxx	Legal Services		109,514
Xxxx Xxxxx	Audit and 10-Q review		392,798
MF Analytics	PAES/TAS		65,159
X'Xxxxxx Davies	SOX Compliance		60,744
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		219,388
Xxxxxx Xxxxx	Legal Services		81,564
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		53,704
Trilinc Advisors, LLC	eFront		319,928
Trilinc Advisors, LLC	Management fees		1,717,750
Trilinc Advisors, LLC	Incentive fees		6,075,534
Trilinc Advisors, LLC	Due Diligence		131,628
Trilinc Advisors, LLC	Travel expenses		83,113
Trilinc Advisors, LLC	Legal expenses		205,243
Xxxx Xxxxxxx	Expense reimbursement		9,701
Trustees of Tufts College	PAES/TAS		18,150
Various	PAES/TAS		14,601
Xxxxxx	Fund Insurance		137,700
		$	14,139,247