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

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Saba Capital Management 0 820,026 0 820,026 820,026 9.99%
Boaz R. Weinstein 0 820,026 0 820,026 820,026 9.99%
Boaz Weinstein
Boaz Weinstein
Saba Capital

Page 1 of 22 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

First Trust
Strategic High Income Fund II

(Name of Issuer)

Common Shares,
$0.01 par value per share

(Title of Class of Securities)

337353304

(CUSIP Number)

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, NY 10174

Attention: Michael D’Angelo

(212) 542-4635

with a copy to:

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 17,
2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [X]

(Page 1
of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes)

.

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Page 2 of 22 – SEC Filing

1

NAME OF REPORTING PERSON

Saba Capital Management, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

820,026

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

820,026

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

820,026

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.99%1

14

TYPE OF REPORTING PERSON

PN; IA

____________________________

1 The percentages used in this Schedule 13D/A are calculated
based upon 8,200,265 Common Shares outstanding as of April 30, 2017 as reported in the Issuer’s Annual Report to Shareholders on
Form N-CSRS filed on July 6, 2017.

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Page 3 of 22 – SEC Filing

1

NAME OF REPORTING PERSON

Boaz R. Weinstein

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

820,026

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

820,026

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

820,026

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.99%1

14

TYPE OF REPORTING PERSON

IN

____________________________

1 The percentages used in this Schedule 13D/A are calculated
based upon 8,200,265 Common Shares outstanding as of April 30, 2017 as reported in the Issuer’s Annual Report to Shareholders on
Form N-CSRS filed on July 6, 2017.

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Page 4 of 22 – SEC Filing

This
Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed on June 21, 2017 (the
“Original Schedule 13D,” together with this Amendment No. 1, the “Schedule 13D”) with respect to the shares
of common stock, $0.01 per share (the “Shares”), of First Trust Strategic High Income Fund II (the “Issuer”).
Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule
13D. This Amendment No. 1 amends Items 4, 6, and 7 as set forth below.

Item 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On August 17, 2017, certain members of the Saba Entities and Saba Capital (collectively, the “Saba Parties”) entered into a settlement agreement (the “Settlement Agreement”) with the Issuer (together with the Saba Parties, the “Settlement Parties”) whereby the Settlement Parties agreed, among other things, and subject to certain conditions, that the Board of Trustees (the “Board”) of the Issuer will prior to or during the week of August 28, 2017 cause the Issuer to commence a tender offer to purchase for cash 15% of its outstanding Shares subject to certain terms and conditions (the “Tender Offer”).  In addition, the Saba Parties agreed to tender 100% of its then-owned Shares of the Issuer in the Tender Offer.  The Saba Parties also agreed to abide by certain customary standstill provisions, such provisions to last until the earlier of (a) January 20, 2020 and (b) such date that the Issuer determines, due to certain conditions not fully within the Issuer’s control, not to commence the Tender Offer, which such date shall not occur later than September 30, 2017 (the “Standstill Period”).  The standstill provisions provide that the Saba Parties agree to cause all Shares beneficially owned by them to be present for quorum purposes and to be voted in favor of the trustees nominated by the board of trustees of the Issuer for election or other business that may come before any shareholder meeting during the Standstill Period, subject to certain exceptions.  The foregoing summary of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which is presented substantially in the form of the Settlement Agreement, attached hereto as Exhibit 2 to this Schedule 13D and incorporated by reference herein.

 

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
The Saba Parties are  party to the Settlement Agreement, which is incorporated by reference herein.

 

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Page 5 of 22 – SEC Filing

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2: Form of Settlement Agreement, dated August 17, 2017.

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Page 6 of 22 – SEC Filing

SIGNATURES

After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Date: August 17, 2017

SABA CAPITAL Management,
L.P.

/s/ Michael D’Angelo

Name: Michael D’Angelo

Title: Chief Compliance Officer

BOAZ R. WEINSTEIN

 

/s/ Michael D’Angelo

Name: Michael D’Angelo
Title: Attorney-in-fact*
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

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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.

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Page 8 of 22 – SEC Filing

(b)    The Tender
Offer shall not provide for preferential treatment for any shareholders of the Fund.

(c)    The Tender
Offer shall require odd lot tenders to be subject to the same proration terms as tenders of 100 shares or more.

(d)    Although
the Fund has committed to conduct the Tender Offer under the circumstances set forth above, the Fund will not commence the Tender
Offer or accept tenders of the Fund’s common shares during any period when (i) such transactions, if consummated, would:
(A) result in the delisting of the Fund’s shares from the NYSE or (B) impair the Fund’s status as a regulated
investment company under the Internal Revenue Code of 1986, as amended (which would make the Fund a taxable entity, causing the
Fund’s income to be taxed at the fund level in addition to the taxation of shareholders who receive distributions from the
Fund); (ii) there is any (A) legal or regulatory action or proceeding instituted or threatened challenging such transaction, (B)
suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), including
the Nasdaq Stock Market and the NYSE MKT LLC or (C) declaration of a banking moratorium by federal or state authorities or any
suspension of payment by banks in the United States or New York State; or (iii) the Board of Trustees of the Fund (together, as
the context requires, with the Board of Trustees of any other applicable First Trust Fund (as defined below), the “Board”)
determines in good faith, upon written advice of counsel, that effecting any such transaction would constitute a breach of its
fiduciary duty owed to the Fund or its shareholders. In the event of a delay pursuant to any of clauses (i), (ii) or (iii) above,
the Fund will provide prompt written notice to Saba together with a detailed analysis of the reason for such delay and reasonable
support for such determination. In the event of a delay pursuant to either of clauses (i) or (ii) above, the Fund will commence
the Tender Offer as soon as practicable and not later than 20 days after the termination of such delaying event.

(e)       Other
than in connection with regularly scheduled distributions under a dividend reinvestment policy, the Fund shall not issue any common
shares or any securities exchangeable or convertible into common shares prior to the payment of the Tender Offer proceeds.

1.2       Saba
agrees to tender 100% of its then-owned common shares of the Fund in the Tender Offer.

Section 2. Additional
Agreements

2.1       Saba
covenants and agrees that during the period from the date of this Agreement through the date that is the earlier of (a) January
20, 2020, and (b) such date that the Fund determines not to conduct
the Tender Offer pursuant to Section 1.1(d), which such date shall not occur later than September 30, 2017 (the “Effective
Period”
) it will not, and will cause its respective principals, directors, general partners, members, officers, employees,
agents, Affiliates and representatives under Saba’s control, not to, directly or indirectly, alone or in concert with others
(including, by directing, requesting or suggesting that any other person take any of the actions set forth below), unless specifically
permitted in writing in advance by the

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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;

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Page 10 of 22 – SEC Filing

(iv) engage, directly or indirectly,
in any short sale that includes, relates to or derives more than 3% of its value from a decline in the market price or value of
the securities of the First Trust Funds;

(v)
any (A) tender or exchange offer for securities of the First Trust Funds (aside from the Tender Offer contemplated by Section
1
or any other tender offer offered by the First Trust Funds to all shareholders), or any merger, consolidation, business combination
or acquisition or disposition of assets of the First Trust Funds, or (B) recapitalization, restructuring, liquidation, dissolution
or other similar extraordinary transaction with respect to the First Trust Funds (it being understood that the foregoing shall
not restrict any person from tendering shares, receiving payment for shares or otherwise participating in any such transaction
on the same basis as other shareholders of the First Trust Funds or from participating in any such transaction that has been approved
by the Board, subject to the other terms of this Agreement);

(b)     form,
join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule
13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba and its affiliates and funds) with respect
to the securities of the First Trust Funds or in connection with seeking the election or removal of any trustee of the First Trust
Funds;

(c)     deposit
any securities of the First Trust Funds in any voting trust or subject any securities of the First Trust Funds to any arrangement
or agreement with respect to the voting of the securities of the First Trust Funds, including, without limitation, lend any securities
of the First Trust Funds to any person or entity for the purpose of allowing such person or entity to vote such securities in connection
with any shareholder vote or consent of the First Trust Funds or to sell such securities, other than any such voting trust, arrangement
or agreement solely among the members of Saba and its affiliates and funds;

(d)     (i) seek,
alone or in concert with others, election or appointment to, or representation on, the Board of any First Trust Fund, or nominate
or propose the nomination of, or recommend the nomination of, any candidate to the Board of any First Trust Fund, or encourage
any such actions specifically with regard to any First Trust Fund; or (ii) seek, alone or in concert with others, the removal or
resignation of any member of the Board of any First Trust Fund, or encourage any such actions specifically with regard to any First
Trust Fund;

(e)     make any
proposal for consideration by shareholders at any annual or special meeting of shareholders of the First Trust Funds (pursuant
to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than in accordance with this Section 2.1 and
Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement;

(f)     conduct
a referendum of shareholders of the First Trust Funds, or make a request for a shareholder list or other books and records of the
First Trust Funds under Massachusetts law or any other statutory or regulatory provision;

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Page 11 of 22 – SEC Filing

(g)     seek to
control or influence the Adviser, the Board of any First Trust Fund or policies of the First Trust Funds;

(h)     institute,
solicit, assist or join any litigation, arbitration or other proceeding against or involving the First Trust Funds or any of the
current or former trustees or officers (including derivative actions) of the First Trust Funds; provided, however, that for the
avoidance of doubt the foregoing shall not prevent Saba from (A) bringing litigation to enforce the provisions of this Agreement,
(B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the First Trust Funds against Saba, or (C)
responding to or complying with a validly issued legal process;

(i)     make any
public statement or public proposal with respect to (i) any change in the number or term of directors or the filling of any vacancies
on the Board of any First Trust Fund, (ii) any change in the capitalization, stock purchase program, dividend policy or distribution
policy of the First Trust Funds, (iii) any other material change in the Fund’s management, business or corporate structure,
or (iv) any waiver, amendment or modification to the Declaration of Trust or Bylaws of the First Trust Funds;

(j)     enter
into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise,
assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; or

(k)     publicly,
or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the First Trust
Funds or Saba, request (x) that the First Trust Funds, the Board of any First Trust Fund or any of their respective representatives
amend or waive any provision of this Section 2.1 (including this sentence) or (y) the Board of any First Trust Fund to specifically
invite Saba or any of its Affiliates to take any of the actions prohibited by this Section 2.1.

Nothing in this Section 2.1 shall
be deemed to prohibit Saba and its affiliates from communicating privately with the directors, officers, and advisors of any First
Trust Fund (including the Adviser) so long as such private communications would not be reasonably determined to trigger public
disclosure obligations for any Party.

2.2       Saba
covenants and agrees that during the Effective Period, it will, and will cause its Affiliates to:

(a)    appear
by proxy or otherwise at any annual or special meeting of shareholders of the First Trust Funds concerning the election of trustees
to the Board of any First Trust Fund and cause all shares it beneficially owns as of the record date for such meeting to be counted
as present thereat for purposes of a quorum; and

(b)     vote or
cause to be voted at any annual or special meeting of shareholders of the applicable First Trust Fund all of the shares it beneficially
owns as of the record date for such meeting (i) in favor of election of the First Trust Fund’s Board’s nominees and
(ii) against any proposal made in opposition to, or in competition or inconsistent with, the

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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.

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(e)    Except
as set forth on Exhibit A, as of the date hereof, neither Saba nor any of its affiliated persons is a party to any Derivative
Securities, including without limitation any swap or hedging transactions or other derivative agreement, or any securities lending
or short sale arrangements, of any nature with respect to the common shares of the Fund.

2.6       The
Fund and the Adviser each represent and warrant 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 it 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.

Section 3. Public
Announcement

3.1       No
later than one business day following the date of this Agreement, the Fund
shall issue
one press release substantially in the form attached as Exhibit B (the “Fund Press Release”), Saba shall
issue one press release substantially in the form attached as Exhibit C (the “Saba Press Release” and, together
with the Fund Press Release, the “Press Releases”), and no party shall make any statement inconsistent with
the Press Releases during the Effective Period in connection with the announcement of this Agreement. No party shall issue additional
press releases in connection with this Agreement or the actions contemplated hereby without the prior written consent of the other
party except as provided below. Nothing in this Agreement shall prevent (a) any Party from taking any action required by any governmental
or regulatory authority (except to the extent such requirement arose by discretionary acts by any Party), including without limitation
any statements, filings, notices or announcements made in the context of an issuer tender offer conducted under Section 13(e)(1)
of, or pursuant to Schedule TO under, the Exchange Act, (b) any Party from making any factual statement that is required in any
compelled testimony or production of information, either by legal process, by subpoena or as part of a response to a request for
information from any governmental authority with jurisdiction over such Party or as otherwise legally required and (c) Saba and
its affiliates from communicating with its investors and prospective investors. Saba shall promptly prepare and file an amendment
to their applicable Schedule 13D filed with the SEC reporting the entry into this Agreement (which will not contain any statement
inconsistent with the Press Releases and the Item 4 disclosure set forth therein will be in a form materially consistent with the
draft previously provided to the Fund).

Section 4. Termination

4.1       This
Agreement remains in full force and effect until the earlier of:

(a)     the end
of the Effective Period;

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Page 14 of 22 – SEC Filing

(b)
such date that the Fund determines not to commence the Tender Offer pursuant to Section 1.1(d), which such date shall not occur
later than September 30, 2017; and

(c)     such other
date established by mutual written agreement of the Fund and Saba.

4.2       Section
6
survives the termination of this Agreement. No termination pursuant to Section 4.1 relieves any Party from liability
for any breach of this Agreement prior to such termination.

Section 5. No
Disparagement

5.1       During
the Effective Period, the Fund, the Adviser and Saba shall each refrain
from making,
and shall cause their respective Affiliates and its and their respective principals, directors, members, general partners, officers,
agents and employees not to make or cause to be made any statement or announcement, including in any document or report filed with
or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on,
or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of,
(a) in the case of such statements or announcements by Saba: the First Trust Fund or any of its Affiliates, subsidiaries or advisors
(including the Adviser and any subadvisor of a First Trust Fund), or any of its or their respective current or former officers,
trustees or employees (including, without limitation, any statements or announcements regarding the First Trust Fund’s strategy,
operations, performance, products or services), and (b) in the case of statements or announcements by the First Trust Fund or the
Adviser: Saba and Saba’s advisors, their respective principals, directors, members, general partners, officers, or employees
or any person who has served in any such capacity with respect to Saba and Saba’s advisors.

Section 6. Miscellaneous

6.1       Specific
Performance
. Each Party hereto hereby acknowledges and agrees that irreparable harm will occur in the event any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the Parties will be entitled to seek specific performance hereunder, including, without limitation, an injunction or injunctions
to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof
in any state or federal court in the State of New York, in addition to any other remedy to which they may be entitled at law or
in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. All rights
and remedies under this Agreement are cumulative, not exclusive, and will be in addition to all rights and remedies available to
any Party at law or in equity.

6.2       Jurisdiction;
Venue; Waiver of Jury Trial
. The Parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction
of the state or federal courts in the State of New York for any actions, suits or proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. The Parties irrevocably and

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unconditionally waive any objection
to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby,
in the state or federal courts in the State of New York, and hereby further irrevocably and unconditionally waive and agree not
to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum. Each of the Parties waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract,
tort or otherwise) in any way arising out of or relating to this Agreement.

6.3       Entire
Agreement
. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and may
be amended only by an agreement in writing executed by the Parties hereto. This Agreement supersedes all previous negotiations,
representations and discussions by the Parties hereto concerning the subject matter hereof, and integrates the whole of all of
their agreements and understanding concerning same. No prior oral representations or undertakings concerning the subject matter
hereof will operate to amend, supersede, or replace any of the terms or conditions set forth in this Agreement, nor will they be
relied upon.

6.4       Section
Headings
. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision
of this Agreement.

6.5       Notice.
All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in
regard hereto will be validly given, made or served, if in writing and sent by email, with a copy by personal delivery, certified
mail, return receipt requested, or by overnight courier service to:

If to the Fund, to:

First Trust Strategic High Income Fund II

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

Attention: W. Scott Jardine

Secretary and Chief Legal Officer

Email: sjardine@ftportfolios.com

with copies to (which copies shall not constitute
notice):

Chapman and Cutler LLP

111 West Monroe

Chicago, IL 60603

Attention: Eric F. Fess

Email: fess@chapman.com

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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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be waived other than by an instrument
in writing signed by the Party against whom enforcement is sought.

6.11       Receipt
of Adequate Information; No Reliance; Representation by Counsel
. Each party acknowledges that it has received adequate information
to enter into this Agreement, that is has not relied on any promise, representation or warranty, express or implied not contained
in this Agreement and that it has been represented by counsel in connection with this Agreement. Accordingly, any rule of law or
any legal decision that would provide any party with a defense to the enforcement of the terms of this Agreement against such party
by reason of the foregoing shall have no application and is expressly waived. The provisions of the Agreement shall be interpreted
in a reasonable manner to effect the intent of the parties.

6.12       Counterparts;
Electronic Execution
. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email
or other electronic means shall be effective as delivery of a manually executed counterparty hereof.

[Signature Pages Follow]

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In
Witness Whereof
, the Parties hereto have executed this Agreement as of the date first above written.

First Trust Strategic
High Income Fund II

_______________________________________

Name:

Title:

First Trust Advisors
L.P.

_______________________________________

Name:

Title:

Saba Capital Management,
L.P.

_______________________________________

Name: Muqu Karim

Title:  COO

Saba Capital Master
Fund Ltd.

_______________________________________

Name: Muqu Karim

Title:  COO

Saba II AIV, L.P.

_______________________________________

Name: Muqu Karim

Title:  COO

Saba Capital Leveraged
Master Fund Ltd.

_______________________________________

Name: Muqu Karim

Title:  COO

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Saba Capital Series
LLC Series 1

_______________________________________

Name: Muqu Karim

Title:  COO

Saba Capital CEF Opportunities
1, Ltd.

_______________________________________

Name: Muqu Karim

Title:  COO

Saba Capital CEF Opportunities
2, Ltd.

_______________________________________

Name: Muqu Karim

Title:  COO

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Exhibit
A


 

Saba
Parties Ownership

Fund Shares
Grand Total 820,026

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Exhibit
B


 

Fund
Press Release

PRESS
RELEASE                                                               SOURCE: First Trust Strategic High Income           Fund II

First Trust Strategic
High Income Fund II Announces Plan for Tender Offer

 

WHEATON, IL – (BUSINESS WIRE) –
August 17, 2017 – First Trust Strategic High Income Fund II (NYSE: FHY) (the “Fund”) announced today that the
Fund’s Board of Trustees has approved the commencement (subject to certain conditions) prior to or during the week of August
28, 2017, of a cash tender offer for up to 15% of the Fund’s outstanding common shares of beneficial interest at a price
per share equal to 98% of the Fund’s net asset value (“NAV”) per share. The Fund will repurchase shares tendered
and accepted in the tender offer in exchange for cash.

The commencement of the tender offer is pursuant
to an agreement between the Fund and Saba Capital Management, L.P. (“Saba”) and certain associated parties. Pursuant
to the agreement, Saba has agreed to be bound by certain standstill covenants until January 20, 2020.

The Fund has been advised that Saba will file
a copy of the agreement with the U.S. Securities and Exchange Commission (“SEC”) as an exhibit to its Schedule 13D.

TENDER OFFER STATEMENT

The above statements
are not intended to constitute an offer to participate in the tender offer. Information about the tender offer, including its commencement,
will be announced via future press releases. Shareholders will be notified in accordance with the requirements of the Securities
Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, either by publication or mailing or both.
The tender offer will be made only by an offer to purchase, a related letter of transmittal, and other documents to be filed with
the SEC. Shareholders of the Fund should read the offer to purchase and tender offer statement and related exhibits when those
documents are filed and become available, as they will contain important information about the tender offer. These and other filed
documents will be available to investors for free both at the website of the SEC and from the Fund.

_____________________________________

CONTACT: Jeff Margolin – (630) 765-7643

SOURCE: First Trust Strategic High Income Fund II

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Exhibit
C


Saba Press Release

SABA CAPITAL REACHES
AGREEMENT WITH FIRST TRUST STRATEGIC HIGH INCOME FUND II

First
Trust Strategic High Income Fund II To Promptly Commence Tender Offer

 

New
York, NY – August [XX], 2017 – Saba Capital Management, L.P. and certain associated parties (collectively “Saba”)
today issued the following statement regarding an agreement with First Trust Strategic High Income Fund II (ticker: FHY) ( “First
Trust” or the “Fund”).

 

“We
are pleased to have reached this agreement with the board of First Trust and believe this outcome best serves the interests of
the Fund and all of its shareholders. We appreciate the board’s constructive engagement, and are confident that as a result
of this agreement, all shareholders will have the opportunity to benefit by tendering shares at a price close to the Fund’s
net asset value.”

 

Under
the terms of the agreement, First Trust, prior to or during the week of August [28], 2017, will commence a cash tender offer for
up to 15% of the Fund’s outstanding common shares of beneficial interest at a price per share equal to 98% of the Fund’s
net asset value (“NAV”) per share. The Fund will repurchase shares tendered and accepted in the tender offer in exchange
for cash. In addition, Saba has agreed to certain standstill covenants until January 20, 2020.

 

Saba’s
agreement with First Trust Strategic High Income Fund II follows a previous successful settlement Saba reached with First Trust
High Income Long/Short Fund (ticker: FSD) in January 2017.

 

About
Saba Capital

Saba
Capital Management, L.P. is an Investment Adviser based in New York. Launched in 2009, Saba currently manages assets across three
core strategies: Credit Relative Value, Tail Hedge, and Closed-End Funds.

 

Media

Gasthalter
& Co.

Jonathan
Gasthalter/Amanda Klein

212-257-4170

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