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(g) seek to
control or influence the Adviser, the Board of any First Trust Fund or policies of the First Trust Funds;
(h) institute,
solicit, assist or join any litigation, arbitration or other proceeding against or involving the First Trust Funds or any of the
current or former trustees or officers (including derivative actions) of the First Trust Funds; provided, however, that for the
avoidance of doubt the foregoing shall not prevent Saba from (A) bringing litigation to enforce the provisions of this Agreement,
(B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the First Trust Funds against Saba, or (C)
responding to or complying with a validly issued legal process;
(i) make any
public statement or public proposal with respect to (i) any change in the number or term of directors or the filling of any vacancies
on the Board of any First Trust Fund, (ii) any change in the capitalization, stock purchase program, dividend policy or distribution
policy of the First Trust Funds, (iii) any other material change in the Fund’s management, business or corporate structure,
or (iv) any waiver, amendment or modification to the Declaration of Trust or Bylaws of the First Trust Funds;
(j) enter
into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise,
assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; or
(k) publicly,
or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the First Trust
Funds or Saba, request (x) that the First Trust Funds, the Board of any First Trust Fund or any of their respective representatives
amend or waive any provision of this Section 2.1 (including this sentence) or (y) the Board of any First Trust Fund to specifically
invite Saba or any of its Affiliates to take any of the actions prohibited by this Section 2.1.
Nothing in this Section 2.1 shall
be deemed to prohibit Saba and its affiliates from communicating privately with the directors, officers, and advisors of any First
Trust Fund (including the Adviser) so long as such private communications would not be reasonably determined to trigger public
disclosure obligations for any Party.
2.2 Saba
covenants and agrees that during the Effective Period, it will, and will cause its Affiliates to:
(a) appear
by proxy or otherwise at any annual or special meeting of shareholders of the First Trust Funds concerning the election of trustees
to the Board of any First Trust Fund and cause all shares it beneficially owns as of the record date for such meeting to be counted
as present thereat for purposes of a quorum; and
(b) vote or
cause to be voted at any annual or special meeting of shareholders of the applicable First Trust Fund all of the shares it beneficially
owns as of the record date for such meeting (i) in favor of election of the First Trust Fund’s Board’s nominees and
(ii) against any proposal made in opposition to, or in competition or inconsistent with, the
