Amended and Restated Operating Expense Responsibility Agreement among TriLinc Global Impact Fund, LLC, TriLinc Global, LLC and TriLinc Advisors, LLC dated November 10, 2017

Contract Categories: Business Operations - Operating Agreements
EX-10.2 2 trilinc-ex102_10.htm EX-10.2 trilinc-ex102_10.htm

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 paid through and including September 30, 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 only be entitled to reimbursement of the Fund Expenses for any particular quarter to the extent the Fund’s investment income 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 (the “Reimbursement Hurdle”). To the extent the Fund is not successful in satisfying the Reimbursement 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 November 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 September 30, 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 & Phelps

Valuation services

 

65,831

 

Emtek Solutions, LLC

PAES/TAS

 

7,875

 

Federal Agent

PAES/TAS

 

12,750

 

Greenberg Traurig

Legal Services

 

809,329

 

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

 

Leverages Notes

Interest

 

47,573

 

Lewis Kopp

Expense reimbursement

 

14,348

 

Lincoln National Insurance

Keyman insurance

 

8,558

 

Maples and Calder

Legal Services

 

118,288

 

Moss Adams

Audit and 10-Q review

 

439,538

 

MF Analytics

PAES/TAS

 

65,159

 

O'Connor Davies

SOX Compliance

 

80,659

 

PathNorth

2013 Core Membership

 

4,167

 

Paul Sanford

Travel expenses

 

5,212

 

Payroll

PAES/TAS

 

150,091

 

Pickwick Capital Partners

Leverage

 

4,270

 

Robert Mora

PAES/TAS

 

97,791

 

Rothstein Kass

SOX Implementation/Compliance

 

41,027

 

RR Donnelley

10-K, 10-Q & 8-K Processing

 

252,190

 

Spolin Cohen

Legal Services

 

83,699

 

State of California & Delaware

Franchise fees

 

2,350

 

Steve Napleton

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

 

Troy Wiseman

Expense reimbursement

 

9,701

 

Trustees of Tufts College

PAES/TAS

 

18,150

 

Various

PAES/TAS

 

14,601

 

Willis

Fund Insurance

 

153,695

 

 

 

$

16,660,767