Page 7 of 22 – SEC Filing
Exhibit 2
Agreement
This Agreement
is entered into as of August 17, 2017 (this “Agreement”), by and among Saba Capital Management, L.P., Saba Capital
Master Fund Ltd., Saba II AIV, L.P., Saba Capital Leveraged Master Fund Ltd., Saba Capital Series LLC Series 1, Saba Capital CEF
Opportunities 1, Ltd., and Saba Capital CEF Opportunities 2, Ltd. (collectively, “Saba”), First Trust Strategic
High Income Fund II (the “Fund”) and First Trust Advisors L.P. (the “Adviser”) (the Fund,
together with Saba and the Adviser, the “Parties” and individually a “Party”).
Whereas,
the Fund is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940
Act”);
Whereas,
the Adviser serves as the Fund’s adviser pursuant to an investment advisory agreement between the Fund and the Adviser; and
Whereas,
as of the close of business on June 21, 2017, Saba is collectively the beneficial owner (as such term is used in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of, in the aggregate, 820,026 common shares
of beneficial interest of the Fund, par value $0.01 per share, representing approximately 9.99% of the outstanding common shares
of the Fund, as set forth on Exhibit A hereto.
Now,
Therefore, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
Section 1. Tender
Offer by the Fund
1.1 On
the basis of the representations, warranties and agreements set forth herein and subject to performance by Saba of its covenants
and other obligations hereunder and the other conditions set forth herein:
(a) Prior to
or during the week of August 28, 2017, the Fund shall commence a tender offer to purchase for cash 15% of its outstanding common
shares (the “Maximum Amount”) or such lesser number of common shares that are properly tendered and not withdrawn
(the “Tender Offer”). The Tender Offer shall include the following terms: (i) shareholders shall have the
opportunity to tender some or all of their common shares at a price equal to 98% of the Fund’s net asset value per share
(“NAV”) as determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”)
on the next trading day after the expiration date of the Tender Offer or, if the Tender Offer is extended, on the next trading
day after the day to which the Tender Offer is extended, (ii) the Fund shall purchase common shares tendered and not withdrawn
on a prorated basis up to the Maximum Amount if greater than the Maximum Amount of common shares are properly tendered and not
properly withdrawn and (iii) the consideration to be paid by the Fund for common shares purchased under the Tender Offer shall
consist solely of cash.
