FIRST TRUST STRATEGIC HIGH INCOME FUND II
SUBSCRIPTION AGREEMENT
This Agreement made this 21st day of March, 2006, by and between First
Trust Strategic High Income Fund II, a Massachusetts business trust (the
"Fund"), and First Trust Portfolios, L.P., an Illinois limited partnership (the
"Subscriber");
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on
business as a closed-end diversified management investment company; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the
Fund wishes to sell to the Subscriber, 5,236 common shares for a purchase price
of $19.10 per share;
NOW THEREFORE, IT IS AGREED:
l. The Subscriber subscribes for and agrees to purchase from the Fund
5,236 common shares for a purchase price of $19.10 per share. Subscriber agrees
to make payment for these shares at such time as demand for payment may be made
by an officer of the Fund.
2. The Fund agrees to issue and sell said shares to Subscriber
promptly upon its receipt of the purchase price.
3. To induce the Fund to accept its subscription and issue the shares
subscribed for, the Subscriber represents that it is informed as follows:
(a) That the shares being subscribed for have not been and
will not be registered under the Securities Act of l933 ("Securities
Act");
(b) That the shares will be sold by the Fund in reliance on
an exemption from the registration requirements of the Securities Act;
(c) That the Fund's reliance upon an exemption from the
registration requirements of the Securities Act is predicated in part
on the representations and agreements contained in this Subscription
Agreement;
(d) That when issued, the shares will be "restricted
securities" as defined in paragraph (a)(3) of Rule l44 of the General
Rules and Regulations under the Securities Act ("Rule l44") and cannot
be sold or transferred by Subscriber unless they are subsequently
registered under the Securities Act or unless an exemption from such
registration is available; and
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to the
Subscriber for resale of the shares. In the future, certain exemptions
may possibly become available, including an exemption for limited sales
including an exemption for limited sales in accordance with the
conditions of Rule l44.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.
4. To further induce the Fund to accept its subscription and issue the
shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for
are being and will be acquired for investment for its own account and
not on behalf of any other person or persons and not with a view to, or
for sale in connection with, any public distribution thereof; and
(b) Agrees that any certificates representing the shares
subscribed for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired
for investment and have not been registered under the
Securities Act of l933 or any other federal or state
securities law. These shares may not be offered for sale, sold
or otherwise transferred unless registered under said
securities laws or unless some exemption from registration is
available.
5. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.
6. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.
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IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.
FIRST TRUST STRATEGIC HIGH INCOME FUND II
By _____________________________________
Name: Xxxxx X. Xxxxx
Title: President
FIRST TRUST PORTFOLIOS, L.P.
By _____________________________________
Name: Xxxxx X. Xxxxx
Title: President
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