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 the Fund’s cumulative operating costs paid through and including December 31, 2015, 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”); 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 (the “Gross Proceeds Hurdle”) 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 28, 2016
| TRILINC GLOBAL, LLC | ||
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| |
| By: |
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| Name: |
| Gloria S. Nelund |
| Title: |
| Chairman, CEO and President |
|
| ||
| TRILINC ADVISORS, LLC | ||
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|
| |
| By: |
|
|
| Name: |
| Brent L. VanNorman |
| Title: |
| COO and CFO |
|
| ||
| TRILINC GLOBAL IMPACT FUND, LLC | ||
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|
| |
| 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, 2015
| Vendor | Description of Services | Amount |
| |
| ANDE | 2013-2014 Membership | $ | 5,000 |
|
| ASTA | Document Translation |
| 3,186 |
|
| Bank of NY Mellon | Fund Administration |
| 90,000 |
|
| Bank of NY Mellon | Bank fees |
| 17,277 |
|
| Board of Managers | Board Wages |
| 499,672 |
|
| Board of Managers | Board Meeting expenses |
| 85,199 |
|
| Credit Cards | Travel - Dead deal costs |
| 62,987 |
|
| Deloitte & Touche | Audit |
| 401,400 |
|
| Deloitte & Touche | Tax services |
| 266,582 |
|
| DST Systems, Inc. | Transfer Agent |
| 589,780 |
|
| Duff & Phelps | Valuation services |
| 19,624 |
|
| Emtek Solutions, LLC | PAES/TAS |
| 7,875 |
|
| Federal Agent | PAES/TAS |
| 12,750 |
|
| Greenberg Traurig | Legal Services |
| 459,694 |
|
| 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 |
| 47,999 |
|
| Moss Adams | Audit and 10-Q review |
| 161,528 |
|
| MF Analytics | PAES/TAS |
| 65,159 |
|
| O'Connor Davies | SOX Compliance |
| 34,046 |
|
| PathNorth | 2013 Core Membership |
| 4,167 |
|
| Paul Sanford | Travel expenses |
| 5,212 |
|
| Payroll | PAES/TAS |
| 150,091 |
|
| Pinnacle Fund Administration, LLC | Fund Administration |
| 116,395 |
|
| Robert Mora | PAES/TAS |
| 97,791 |
|
| Rothstein Kass | SOX Implementation/Compliance |
| 41,027 |
|
| RR Donnelley | 10-K, 10-Q & 8-K Processing |
| 141,932 |
|
| Spolin Cohen | Legal Services |
| 34,222 |
|
| 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 |
| 26,189 |
|
| Trilinc Advisors, LLC | eFront |
| 214,931 |
|
| Trilinc Advisors, LLC | Management fees |
| 875,281 |
|
| Trilinc Advisors, LLC | Incentive fees |
| 2,160,494 |
|
| Trilinc Advisors, LLC | Due Diligence |
| 128,155 |
|
| Trilinc Advisors, LLC | Travel expenses |
| 43,098 |
|
| Trilinc Advisors, LLC | Legal expenses |
| 80,216 |
|
| Troy Wiseman | Expense reimbursement |
| 9,701 |
|
| Trustees of Tufts College | PAES/TAS |
| 18,150 |
|
| Various | PAES/TAS |
| 14,601 |
|
| Willis | Fund Insurance |
| 114,184 |
|
|
|
| $ | 7,496,488 |
|
