EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT

Exhibit g.2.

EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT

This Agreement is entered into as of June 9, 2023, by and between Xxxxx Capital Credit, LLC (the “Adviser”) and Xxxxx Credit Opportunities Fund (the “Fund”).

WHEREAS, the Adviser desires to contractually agree to reduce its advisory fee and/or reimburse certain of the Fund’s operating expenses to ensure that the Fund’s total operating expenses, excluding taxes, fees and expenses attributable to a distribution or service plan adopted by the Fund, borrowing costs, interest, dividends, investment-related expenses (such as fees and expenses of outside legal counsel or third-party consultants, due diligence-related expenses, and other costs, expenses and liabilities with respect to consummated and unconsummated investments), extraordinary items, “Acquired Fund Fees and Expenses” (as defined in Form N-2), and brokerage commissions, do not exceed the levels described below; and,

NOW, THEREFORE, the parties agree as follows:

Fee Reduction. The Adviser agrees that from the commencement of operations of the Fund through the date that is eighteen months from the commencement of operations of the Fund unless the Board of Trustees of the Fund approves its extension or earlier termination, it will reduce its compensation and/or reimburse certain expenses for the Fund, to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, fees and expenses attributable to a distribution or service plan adopted by the Fund, borrowing costs, interest, dividends, investment-related expenses (such as fees and expenses of outside legal counsel or third-party consultants, due diligence-related expenses, and other costs, expenses and liabilities with respect to consummated and unconsummated investments), extraordinary items, “Acquired Fund Fees and Expenses,” and brokerage commissions) do not exceed (on an annual basis) 0.75% as a percentage of the Fund’s average daily net assets (the “Expense Limitation”).

Fee Recovery. The Adviser is entitled to recover, subject to approval by the Board of Trustees of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the date on which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, for fees it waived and Fund expenses it paid to the extent the Fund’s total annual operating expenses do not exceed the limits described above or any lesser limits in effect at the time of the reimbursement. No reimbursement will occur unless the Fund’s total annual operating expenses are below the Expense Limitation.

Term. This Agreement shall terminate on the date that is eighteen months from the commencement of operations of the Fund, or at an earlier date upon the discretion of the Board of Trustees of the Fund, unless extended, terminated, modified or revised by the mutual agreement of the parties, as provided for in writing.

[SIGNATURE PAGE FOLLOWS]

Effective as of the date first set forth above.

		Xxxxx Capital Credit, LLC
		By:	/s/ Xxxxxx X. XxXxxxxx
		Name:	Xxxxxx X. XxXxxxxx
		Title:	General Counsel
		Xxxxx Credit Opportunities Fund
		By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	President

[Signature Page to Expense Limitation Agreement – Xxxxx Capital Credit, LLC]