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

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Page 16 of 22 – SEC Filing

If to Saba, to

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, NY 10174

Attention: Michael D’Angelo

Email: Michael.D’Angelo@sabacapital.com

with a copy to (which copy shall not constitute
notice):

Schulte Roth & Zabel LLP
919 Third Avenue

New York, NY 10022

Attention: Eleazer Klein

Email: Eleazer.Klein@srz.com

6.6       Severability.
Any provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this
Agreement or affecting the validity or enforceability of any provisions of this Agreement in any other jurisdiction. In addition,
the Parties agree to use their reasonable commercial efforts to agree upon and substitute a valid and enforceable term, provision,
covenant or restriction for any such term, provision, covenant or restriction that is held invalid, void or unenforceable by a
court of competent jurisdiction.

6.7       Expenses.
All attorneys’ fees, costs and expenses incurred in connection with this Agreement and all matters related hereto will be
paid by the party incurring such fees, costs or expenses.

6.8       Governing
Law
. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York, without
regard to the conflict of law principles thereof.

6.9       Binding
Effect; No Assignment
. This Agreement will be binding upon and inure to the benefit of and be enforceable by the successors
and assigns of the Parties hereto. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than
the Parties hereto and those categories of persons specifically enumerated herein, or their respective successors and assigns any
rights, remedies, obligations or liabilities under or by reason of this Agreement. No Party to this Agreement may, directly or
indirectly, assign its rights or delegate its obligations hereunder (whether voluntarily, involuntarily, or by operation of law)
without the prior written consent of the other Party. Any such attempted assignment will be null and void.

6.10       Amendments;
Waivers
. No provision of this Agreement may be amended other than by an instrument in writing signed by the Parties hereto,
and no provision hereof may

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