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Fund and the Adviser, take any of
the actions with respect to the Fund, any other investment company advised by the Adviser as of the date of this Agreement, or
any other new investment company launched during the Effective Period and advised (but not sub-advised) by the Adviser or First
Trust Portfolios L.P. (collectively, the “First Trust Funds”) set forth below:
(a) effect,
seek, offer, engage in, propose (whether publicly or otherwise and whether or not subject to conditions) or cause, participate
in or act to, or assist any other person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or cause,
participate in or act to (other than as specifically contemplated by this Agreement):
(i)
any “solicitation” of “proxies” or become a “participant” in any such “solicitation”
as such terms are defined in Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including
any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the First Trust Funds
(including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders);
(ii) knowingly
encourage or advise any other person or assist or act to assist any person in so encouraging or advising any person with respect
to the giving or withholding of any proxy, consent or other authority to vote (other than such encouragement or advice that is
consistent with the First Trust Funds management’s recommendation with respect to the First Trust Funds in connection with
such matter or encouragement or advise solely amongst Saba and its affiliates and funds for which Saba acts as discretionary advisor);
(iii) take
any action, directly or indirectly, including through the use of any Derivative Securities (as defined below), which would cause
Saba to beneficially own a number of common shares of the Fund that exceeds the number of common shares of the Fund that Saba beneficially
owned immediately following the completion of the Tender Offer (such amount to be confirmed in writing by Saba upon the written
request of the Fund), except to the extent common shares are issued by the Fund to all existing shareholders, whether or not any
of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more
conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or
not in writing) or otherwise and whether or not any of the foregoing would give rise to beneficial ownership (as such term is used
in Rule 13d-3 under the Exchange Act ), and whether or not any of the foregoing is acquired or obtained by means of borrowing
of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative
Securities” means, with respect to any person, (i) any rights, options or other securities or instruments convertible
into or exchangeable for securities, instruments, bank debt or other obligations of such person and (ii) any rights, obligations,
agreements, arrangements or understandings (whether or not in writing) that are (or the value of which is) measured by (or by reference
to) the price or value of any securities, instruments, bank debt or other obligations of such person, including without limitation
any swaps or other derivative arrangements;
