13D Filing: Saba Capital and First Trust Strategic High Income Fund II (FHY)

recommendation of the First Trust Fund’s Board regarding the
election of the First Trust Fund’s Board’s nominees. For the avoidance of doubt, if Saba lends any common shares of
the applicable First Trust Fund to any third party (in compliance with the restrictions in Section 2.1(c)), Saba shall recall any
such stock loan in advance of the record date for any vote of or consent by the shareholders of the applicable First Trust Fund
so that Saba shall have full voting rights with respect to all such loaned shares; provided further, however, that notwithstanding
anything herein to the contrary, shares of any First Trust Fund held by Saba Closed-End Funds ETF, and any closed-end investment
company managed by Saba, may be voted in accordance with one of the methods prescribed in Section 12(d)(1)(E)(iii)(aa) of the 1940
Act if required by applicable law.

Notwithstanding anything to the foregoing set forth herein,
Saba shall not be required to appear or cause any of its shares counted as present thereof for purpose of quorum at any special
meeting of shareholders of the applicable First Trust Fund or any meeting of shareholders of the applicable First Trust Fund at
which a merger or acquisition of the applicable First Trust Fund by or with another fund is being voted on.

2.3       Saba
shall take all actions practical to prevent its present and future general partners, members, directors, officers and Affiliates,
and any account or fund over which Saba or one of its Affiliates exercises discretionary authority, from engaging in conduct otherwise
prohibited by this Agreement. Saba agrees that Boaz R. Weinstein and Saba Capital Management GP, LLC are Affiliates of Saba for
purposes of this Agreement.

2.4       Upon
the written request of the Fund, which shall be no more frequently than once each fiscal year of the Fund, Saba will notify the
Fund in writing of the number of common shares beneficially owned by it and its Affiliates.

2.5       Saba
represents and warrants as follows:

(a)     It has
the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions
contemplated hereby.

(b)    This Agreement
has been duly and validly authorized, executed and delivered by it and is enforceable against Saba in accordance with its terms.

(c)    The execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any provision of
law applicable to it.

(d)    Saba beneficially
owns, directly or indirectly, and has the power to vote all the common shares of the Fund as described in the recitals to this
Agreement, and its ownership of common shares of the Fund has at all times complied with applicable provisions of the 1940 Act,
and Exhibit A hereto sets forth the number of such shares owned by each Saba party.