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

Funds for the purchase of the Common
Shares were derived from the subscription proceeds from investors in SCMF, SCMF
II, SCLMF, SCS, SCEF 1, SCEF 2, and Saba Closed-End Funds ETF, and the capital
appreciation thereon and margin account borrowings made in the ordinary course
of business. In such instances, the positions held in the margin accounts are
pledged as collateral security for the repayment of debit balances in the
account, which may exist from time to time. Since other securities are held in
the margin accounts, it is not possible to determine the amounts, if any, of
margin used to purchase the Common Shares reported herein. A total of $9,807,595
was paid to acquire the Common Shares reported herein.

The Reporting Persons acquired the
Common Shares to which this Schedule 13D relates in the ordinary course of
business for investment purposes because they believe that the Common Shares are
undervalued and represent an attractive investment opportunity.

The Reporting Persons may engage in
discussions with management, the Board of Directors, other shareholders of the
Issuer and other relevant parties, including representatives of any of the
foregoing, concerning the Reporting Persons’ investment in the Common Shares and
the Issuer, including, without limitation, matters concerning the Issuer’s
business, operations, board appointments, governance, management, capitalization
and strategic plans and matters relating to the open or closed end nature of the
Issuer and timing of any potential liquidation of the Issuer. The Reporting
Persons may exchange information with any persons pursuant to appropriate
confidentiality or similar agreements or otherwise, work together with any
persons pursuant to joint agreements or otherwise, propose changes in the
Issuer’s business, operations, board appointments, governance,
management, capitalization, strategic plans or matters relating to the open or
closed end nature of the Issuer or timing of any potential liquidation of the
Issuer, or propose or engage in one or more other actions set forth under
subparagraphs (a)-(j) of Item 4 of Schedule 13D.