Furthermore, this Agreement may not be terminated by the Advisor, but may be terminated by a majority of the Board, including a majority of the Independent Trustees, by written notice to the Advisor (the “Termination”). This Agreement will automatically terminate, with respect to the Fund if the Advisor is provided with notice of the Fund’s intent to terminate the Investment Management Agreement by and between the Fund and the Advisor (the “Management Agreement”), and such automatic termination of this Agreement will be effective upon the date that the Advisor receives such notice (the “Automatic Termination”). For the avoidance of doubt, after any Termination or Automatic Termination, the Advisor shall maintain its right to repayment for any Expense Support Payment it has made under this Agreement. Following any Termination or Automatic Termination, the Fund agrees to pay the Advisor an amount equal to all of the Expense Support Payments it has made to the Fund within three years prior to the date of the Termination or the Automatic Termination, as applicable, and that have not been previously reimbursed by the Fund to the Advisor. Any such repayment shall be made by the Fund to the Advisor as soon as practicable after the effective date of the Termination or the Automatic Termination. For the avoidance of doubt, in the event of a Termination or an Automatic Termination, the Advisor will recoup an amount from the Fund to the extent the amount recouped does not cause the Fund’s applicable operating expenses, as a percentage of its average daily gross assets with respect to the applicable share class in the period of recoupment, to exceed the lesser of the Operational Expense Limit in effect at the time the Expense Support Payment was made in that period or the Operational Expense Limit in effect at such time the Advisor seeks recoupment. This Agreement and all rights and obligations hereunder may not be assigned without the prior written consent of the other party.