As filed with the Securities and Exchange Commission on June 8, 2012
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1933 Act File No. 333-180240
1940 Act File No. 811-21842
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __
[X] Post-Effective Amendment No. 1
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 6
First Trust Strategic High Income Fund II
Exact Name of Registrant as Specified in Declaration of Trust
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(630) 765-8000
Registrant's Telephone Number, including Area Code
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Eric F. Fess, Esq.
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
Approximate Date of Proposed Public Offering: From time to time after the
effective date of this Registration Statement
If any of the securities being registered on this form are offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box. [X]
This Post-Effective Amendment No. 1 will become effective immediately upon
filing pursuant to Rule 462(d) under the Securities Act of 1933.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2
(File No. 333-180240) of First Trust Strategic High Income Fund II (the
"Registration Statement") is being filed pursuant to Rule 462(d) under the
Securities Act of 1933, as amended (the "Securities Act"), solely for the
purpose of filing exhibits to the Registration Statement. Accordingly, this
Post-Effective Amendment No. 1 consists only of a facing page, this explanatory
note and Part C of the Registration Statement on Form N-2 setting forth the
exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does
not modify any other part of the Registration Statement. Pursuant to Rule 462(d)
under the Securities Act, this Post-Effective Amendment No. 1 shall become
effective immediately upon filing with the Securities and Exchange Commission.
The contents of the Registration Statement are hereby incorporated by reference.
PART C - OTHER INFORMATION
Item 25: Financial Statements and Exhibits
1. Financial Statements:
The Registrant's audited financial statements, notes to the financial
statements and the report of independent public accounting firm thereon have
been incorporated into Part B of the Registration Statement by reference to
Registrant's Annual Report for the fiscal year ended October 31, 2011 contained
in its Form N-CSR, as described in the statement of additional information.
2. Exhibits:
a.1 Declaration of Trust dated January 17, 2006.(1)
a.2 Amendment to Declaration of Trust dated October 27, 2008.(6)
b. By-Laws of Fund, as amended.(4)
c. None.
d. Form of Share Certificate.(2)
e. Terms and Conditions of the Dividend Reinvestment Plan.(2)
f. None.
g.1 Form of Investment Management Agreement between Registrant and First Trust
Advisors L.P.(3)
g.2 Form of Sub-Advisory Agreement between Registrant, First Trust Advisors
L.P. and Brookfield Investment Management Inc.(3)
h.1 Form of Sales Agreement.*
h.2 Form of Underwriting Agreement.**
i. None.
j. Form of Custodian Services Agreement.(2)
k.1 Form of Transfer Agency Services Agreement.(2)
k.2 Form of Administration and Accounting Services Agreement.(2)
k.3 Committed Facility Agreement.(5)
l.1 Opinion and consent of Chapman and Cutler LLP.*
l.2 Opinion and consent of Bingham McCutchen LLP.*
m. None.
n. Consent of Independent Registered Public Accounting Firm.*
o. None.
p. Subscription Agreement between Registrant and First Trust Advisors L.P.(2)
q. None.
r.1 Code of Ethics of Registrant.(2)
r.2 Code of Ethics of First Trust Portfolios L.P.(2)
r.3 Code of Ethics of First Trust Advisors L.P.(2)
r.4 Code of Ethics of Brookfield Investment Management Inc.(5)
s. Powers of Attorney.(5)
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* Filed herewith.
** To be filed by amendment.
(1) Filed on January 20, 2006 in Registrant's Registration Statement on Form
N-2 (File No. 333-131194) and incorporated herein by reference.
(2) Filed on March 28, 2006 in Registrant's Registration Statement on Form N-2
(File No. 333-131194) and incorporated herein by reference.
(3) Filed on October 19, 2010 in Registrant's Proxy Statement on Schedule 14A
(File No. 811-21842) and incorporated herein by reference.
(4) Filed on May 16, 2011 in Registrant's Registration Statement on Form N-14
(File No. 333-174259) and incorporated by reference herein.
(5) Filed on March 20, 2012 in Registrant's Registration Statement on Form N-2
(File No. 333-180240) and incorporated herein by reference.
(6) Filed on May 29, 2012 in Registrant's Registration Statement on Form N-2
(File No. 333-180240) and incorporated herein by reference.
Item 26: Marketing Arrangements
Reference is made to the section entitled "Plan of Distribution" contained in
Registrant's Prospectus, filed herewith as Part A of Registrant's Registration
Statement and to information contained under the section entitled "Plan of
Distribution" in any Prospectus Supplement to the Prospectus.
Item 27: Other Expenses of Issuance and Distribution
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Securities and Exchange Commission Fees $ 6,500
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Financial Industry Regulatory Authority, Inc. Fees $ 10,000
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Printing and Engraving Expenses $ 5,000
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Legal Fees $100,000
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Listing Fees N/A
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Accounting Expenses $ 25,000
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Blue Sky Filing Fees and Expenses N/A
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Miscellaneous Expenses N/A
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Total $146,500
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Item 28: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 29: Number of Holders of Securities
At March 31, 2012
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Title of Class Number of Record Holders
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Common Shares, $0.01 par value 9,771
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Item 30: Indemnification
Section 5.3 of the Registrant's Declaration of Trust provides as follows:
(a) Subject to the exceptions and limitations contained in paragraph (b)
below:
(i) every person who is or has been a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be indemnified
by the Trust against all liability and against all expenses reasonably
incurred or paid by him or her in connection with any claim, action, suit
or proceeding in which that individual becomes involved as a party or
otherwise by virtue of being or having been a Trustee or officer and
against amounts paid or incurred by that individual in the settlement
thereof; and
(ii) the words "claim," "action," "suit" or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal,
administrative or other, including appeals), actual or threatened; and the
words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement or
compromise, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) against any liability to the Trust or the Shareholders by
reason of a final adjudication by the court or other body before which the
proceeding was brought that the Covered Person engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of that individual's office;
(ii) with respect to any matter as to which the Covered Person
shall have been finally adjudicated not to have acted in good faith in the
reasonable belief that that individual's action was in the best interest
of the Trust; or
(iii) in the event of a settlement involving a payment by a Trustee,
Trustee Emeritus or officer or other disposition not involving a final
adjudication as provided in paragraph (b)(i) or (b)(ii) above resulting in
a payment by a Covered Person, unless there has been either a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of that individual's office by the court or
other body approving the settlement or other disposition or by a
reasonable determination, based upon a review of readily available facts
(as opposed to a full trial-type inquiry) that that individual did not
engage in such conduct:
(A) by vote of a majority of the Disinterested Trustees (as
defined below) acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or
(B) by written opinion of (i) the then-current legal counsel
to the Trustees who are not Interested Persons of the Trust or (ii) other
legal counsel chosen by a majority of the Disinterested Trustees (or if
there are no Disinterested Trustees with respect to the matter in
question, by a majority of the Trustees who are not Interested Persons of
the Trust) and determined by them in their reasonable judgment to be
independent.
(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be a Covered Person and shall inure to
the benefit of the heirs, executors and administrators of such person. Nothing
contained herein shall limit the Trust from entering into other insurance
arrangements or affect any rights to indemnification to which Trust personnel,
including Covered Persons, may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit, or proceeding of the character described in paragraph (a) of this
Section 5.3 shall be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the Covered Person to repay
such amount if it is ultimately determined that the Covered Person is not
entitled to indemnification under this Section 5.3, provided that either:
(i) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising
out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act
on the matter) or legal counsel meeting the requirement in Section
5.3(b)(iii)(B) above in a written opinion, shall determine, based upon a
review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the Covered Person
ultimately will be found entitled to indemnification.
As used in this Section 5.3, a "Disinterested Trustee" is one (i) who is
not an "Interested Person" of the Trust (including anyone who has been
exempted from being an "Interested Person" by any rule, regulation or
order of the Commission), and (ii) against whom none of such actions,
suits or other proceedings or another action, suit or other proceeding on
the same or similar grounds is then or had been pending.
(e) With respect to any such determination or opinion referred to in
clause (b)(iii) above or clause (d)(ii) above, a rebuttable presumption shall be
afforded that the Covered Person has not engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office in accordance with pronouncements of the
Commission.
Item 31: Business and Other Connections of Investment Advisers
The information in the Statement of Additional Information under the captions
"Management of the Fund--Trustees and Officers" and "Sub-Advisor" is hereby
incorporated by reference.
Item 32: Location of Accounts and Records.
First Trust Advisors L.P. maintains the Declaration of Trust, By-Laws, minutes
of trustees and shareholders meetings and contracts of the Registrant, all
advisory material of the investment adviser, all general and subsidiary ledgers,
journals, trial balances, records of all portfolio purchases and sales, and all
other required records.
Item 33: Management Services
Not applicable.
Item 34: Undertakings
1. Registrant undertakes to suspend the offering of its shares until it
amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10
percent from its net asset value as of the effective date of the
Registration Statement, or (2) the net asset value increases to an
amount greater than its net proceeds as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. The Registrant undertakes (a) to file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration
Statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(2) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(3) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(b) that, for the purpose of determining liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of those securities at that time shall be deemed to be the
initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering;
(d) that, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser, if the Registrant is subject to Rule 430C:
each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the
Securities Act of 1933, shall be deemed to be part of and included in
this Registration Statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in this
Registration Statement or prospectus that is part of this registration
statement or made in a document incorporated or deemed incorporated by
reference into this registration statement or prospectus that is part of
this registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supercede or modify any
statement that was made in this registration statement or prospectus
that was part of this registration statement or made in any such
document immediately prior to such date of first use;
(e) that for the purpose of determining liability of the Registrant under
the Securities Act of 1933 to any purchaser in the initial distribution
of securities:
The undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 497 under
the Securities Act of 1933;
(2) the portion of any advertisement pursuant to Rule 482 under the
Securities Act of 1933 relating to the offering containing material
information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and (3) any other
communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant under Rule 497(h) under
the Securities Act of 1933 shall be deemed to be part of the
Registration Statement as of the time it was declared effective.
b. For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional
Information.
7. Upon each issuance of securities pursuant to this Registration
Statement, the Registrant undertakes to file a form of prospectus and/or
prospectus supplement pursuant to Rule 497 and a post-effective
amendment to the extent required by the Securities Act of 1933 and the
rules and regulations thereunder, including, but not limited to a
post-effective amendment pursuant to Rule 462(c) or Rule 462(d) under
the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Wheaton, and State of Illinois, on the 8th day of
June, 2012.
FIRST TRUST STRATEGIC HIGH INCOME FUND II
By: /s/ Mark R. Bradley
-------------------------------------
Mark R. Bradley
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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/s/ Mark R. Bradley President and Chief Executive June 8, 2012
------------------------------------ Officer (Principal Executive
Mark R. Bradley Officer)
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/s/ James M. Dykas Chief Financial Officer, Chief June 8, 2012
------------------------------------ Accounting Officer and Treasurer
James M. Dykas (Principal Financial and Accounting
Officer)
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)
James A. Bowen(1) Chairman of the )
Board and Trustee )
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)
Richard E. Erickson(1) Trustee )
)
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)
Thomas R. Kadlec(1) Trustee ) BY: /s/ W. Scott Jardine
) ------------------------------
---------------------------------------------------------) W. Scott Jardine
) Attorney-In-Fact
Robert F. Keith(1) Trustee ) June 8, 2012
)
---------------------------------------------------------)
)
Niel B. Nielson(1) Trustee )
)
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(1) Original powers of attorney authorizing James A. Bowen, W. Scott
Jardine, Mark R. Bradley, Kristi A. Maher and Eric F. Fess to execute
Registrant's Registration Statement, and Amendments thereto, for each of
the trustees of the Registrant on whose behalf this Registration
Statement is filed, were previously executed and filed on March 20, 2012
as Exhibit S to Registrant's Registration Statement on Form N-2 (File
No. 333-180240).
INDEX TO EXHIBITS
h.1 Sales Agreement.
l.1 Opinion and consent of Chapman and Cutler LLP.
l.2 Opinion and consent of Bingham McCutchen LLP.
n. Consent of Independent Registered Public Accounting Firm.