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(iv) engage, directly or indirectly,
in any short sale that includes, relates to or derives more than 3% of its value from a decline in the market price or value of
the securities of the First Trust Funds;
(v)
any (A) tender or exchange offer for securities of the First Trust Funds (aside from the Tender Offer contemplated by Section
1 or any other tender offer offered by the First Trust Funds to all shareholders), or any merger, consolidation, business combination
or acquisition or disposition of assets of the First Trust Funds, or (B) recapitalization, restructuring, liquidation, dissolution
or other similar extraordinary transaction with respect to the First Trust Funds (it being understood that the foregoing shall
not restrict any person from tendering shares, receiving payment for shares or otherwise participating in any such transaction
on the same basis as other shareholders of the First Trust Funds or from participating in any such transaction that has been approved
by the Board, subject to the other terms of this Agreement);
(b) form,
join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule
13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba and its affiliates and funds) with respect
to the securities of the First Trust Funds or in connection with seeking the election or removal of any trustee of the First Trust
Funds;
(c) deposit
any securities of the First Trust Funds in any voting trust or subject any securities of the First Trust Funds to any arrangement
or agreement with respect to the voting of the securities of the First Trust Funds, including, without limitation, lend any securities
of the First Trust Funds to any person or entity for the purpose of allowing such person or entity to vote such securities in connection
with any shareholder vote or consent of the First Trust Funds or to sell such securities, other than any such voting trust, arrangement
or agreement solely among the members of Saba and its affiliates and funds;
(d) (i) seek,
alone or in concert with others, election or appointment to, or representation on, the Board of any First Trust Fund, or nominate
or propose the nomination of, or recommend the nomination of, any candidate to the Board of any First Trust Fund, or encourage
any such actions specifically with regard to any First Trust Fund; or (ii) seek, alone or in concert with others, the removal or
resignation of any member of the Board of any First Trust Fund, or encourage any such actions specifically with regard to any First
Trust Fund;
(e) make any
proposal for consideration by shareholders at any annual or special meeting of shareholders of the First Trust Funds (pursuant
to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than in accordance with this Section 2.1 and
Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement;
(f) conduct
a referendum of shareholders of the First Trust Funds, or make a request for a shareholder list or other books and records of the
First Trust Funds under Massachusetts law or any other statutory or regulatory provision;
