AMENDED AND RESTATED OPERATING EXPENSE RESPONSIBILITY AGREEMENT

Exhibit 10.2

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 incurred through March 31, 2014 (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 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 May 9, 2014

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, 2014

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			75,000
Bank of NY Mellon		Bank fees			11,785
Board of Managers		Board Wages			229,625
Board of Managers		Board Meeting			38,728
Credit Cards		Travel - Dead deal costs			62,987
Deloitte & Touche		Audit			283,566
Deloitte & Touche		Tax services			56,477
DST Systems, Inc.		Transfer Agent			164,087
Duff & Xxxxxx		Valuation services			10,225
Emtek Solutions, LLC		PAES/TAS			7,875
Federal Agent		PAES/TAS			12,750
Xxxxxxxxx Traurig		Legal Services			225,143
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
Xxxxx Xxxx		Expense reimbursement			14,348
Xxxxxx and Xxxxxx		Legal Services			10,138
MF Analytics		PAES/TAS			65,159
PathNorth		2013 Core Membership			4,167
Xxxx Xxxxxxx		Travel expenses			5,212
Payroll		PAES/TAS			150,091
Xxxxxx Xxxx		PAES/TAS			97,791
Xxxxxxxxx Kass		SOX Implementation/Compliance			62,077
XX Xxxxxxxxx		10-Q & 8-K Processing			35,970
Xxxxxx Xxxxx		Legal Services			30,818
State of California		Franchise fees			1,695
State of Delaware		Franchise fees			250
Xxxxx Xxxxxxxx		Travel expenses			8,979
Tanir Helayel		PAES/TAS			6,779
Trilinc Advisors, LLC		Copies, postage and miscellaneous			6,825
Trilinc Advisors, LLC		eFront			44,002
Trilinc Advisors, LLC		Management fees			175,805
Trilinc Advisors, LLC		Incentive fees			97,405
Xxxx Xxxxxxx		Expense reimbursement			9,701
Trustees of Tufts College		PAES/TAS			18,150
Various		PAES/TAS			14,601
Xxxxxx		Fund Insurance			63,565
				$	2,468,394