Expense Limitation Agreement

Exhibit 99.(k)(5)

Expense Limitation Agreement

This Expense Limitation Agreement (the “Agreement”) is made and entered into this 5^th day of December, 0000 xxxxxxx Xxxx, Xxxxxx & Co. LLC (“Lord Xxxxxx”) and Lord Xxxxxx Credit Opportunities Fund (the “Fund”).

In consideration of good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

1. Lord Xxxxxx agrees for the time period set forth in paragraph 2 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses, distribution-related expenses, interest expense, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 1.50% for the Fund.

2. This Agreement will be effective for a twelve-month period from the Fund’s commencement of operations. This Agreement may be terminated only by the Board of Trustees of the Fund upon written notice to Lord Xxxxxx.

IN WITNESS WHEREOF, Lord Xxxxxx and the Fund have caused this Agreement to be executed by a duly authorized member and officer, respectively, to become effective as of the day and year first above written.

	Lord, Xxxxxx & Co. llc
	By:		/s/ Xxxxxxxx X. Xxxxxxx
			Xxxxxxxx X. Xxxxxxx
			Member

	Lord Xxxxxx Credit Opportunities Fund
	By:		/s/ Xxxx X. Xxxxxxxxxx
			Xxxx X. Xxxxxxxxxx
			Vice President and Assistant Secretary