UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES
Investment Company Act file number 811-21842
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First Trust Strategic High Income Fund II
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(Exact name of registrant as specified in charter)
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
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(Address of principal executive offices) (Zip code)
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
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(Name and address of agent for service)
registrant's telephone number, including area code: 630-765-8000
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Date of fiscal year end: October 31
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Date of reporting period: April 30, 2016
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 100 F Street, NE,
Washington, DC 20549. The OMB has reviewed this collection of information under
the clearance requirements of 44 U.S.C. ss. 3507.
The Registrant is filing this Amendment No. 1 for Form N-CSR for the period
ended April 30, 2016, originally filed with the Securities and Exchange
Commission on July 1, 2016 (SEC Accession Number 0001445546-16-009325) and
incorporated herein by reference, to include the information under Item 9, which
was inadvertently omitted from the original filing due to an administrative
error. Other than the aforementioned revision, this Form N-CSR does not reflect
events occurring after the filing of the original Form N-CSR, or modify or
update the disclosures therein in any way. If you have any questions or
comments, please telephone Kristi Maher at (630) 517-7506.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders was previously filed and is incorporated herein by
reference.
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. INVESTMENTS.
(a) Schedule of Investments in securities of unaffiliated issuers as of the
close of the reporting period is included as part of the report to
shareholders filed under Item 1 of this form.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
There has been no change, as of the date of this filing, in any of the
portfolios managers identified in response to paragraph (a)(1) of this Item in
the Registrant's most recently filed annual report on Form N-CSR.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
(C) TOTAL NUMBER OF (D) MAXIMUM NUMBER (OR
(A) TOTAL NUMBER (B) AVERAGE SHARES (OR UNITS) APPROXIMATE DOLLAR VALUE) OF
OF SHARES PRICE PAID PURCHASED AS PART OF SHARES (OR UNITS) THAT MAY
(OR UNITS) PER SHARE PUBLICLY ANNOUNCED YET BE PURCHASED UNDER THE
PERIOD PURCHASED (OR UNIT) PLANS OR PROGRAMS PLANS OR PROGRAMS
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Month #1
(11/01/2015 -
11/30/2015) 50,887 $11.76 77,675 345,268
Month #2
(12/01/2015 - 27,727 $11.19 105,402 317,541
12/31/2015)
Month #3
(01/01/2016 - 62,351 $10.56 167,753 255,190
01/31/2016)
Month #4
(02/01/2016 - 30,653 $10.37 198,406 224,537
02/29/2016)
Month #5
(03/01/2016 - 0 0 198,406 224,537
03/31/2016)
Month #6
(04/01/2016 - 0 0 198,406 224,537
04/30/2016)
Total 171,618 $10.99 198,406 224,537
On September 15, 2015, the Fund commenced a share repurchase program. The
program originally expired on March 15, 2016, but on March 15, 2016, the Fund
announced that the Board of Trustees of the Fund authorized the continuation of
the Fund's share repurchase program. For the six months ended April 30, 2016,
and the year ended October 31, 2015, the Fund repurchased 171,618 and 26,788,
respectively, of its shares at a weighted-average discount of 15.59% and 14.92%,
respectively, from net asset value per share. The Fund expects to continue to
repurchase its outstanding shares until the earlier of (i) the repurchase of an
additional 224,537 common shares (for an aggregate of 422,943), or (ii)
September 15, 2016.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR
229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)),
or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or
persons performing similar functions, have concluded that the registrant's
disclosure controls and procedures (as defined in Rule 30a-3(c) under the
Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR
270.30a-3(c))) are effective, as of a date within 90 days of the filing
date of the report that includes the disclosure required by this
paragraph, based on their evaluation of these controls and procedures
required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and
Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as
amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR
270.30a-3(d)) that occurred during the registrant's second fiscal quarter
of the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control
over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section
302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section
906 of the Sarbanes- Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) First Trust Strategic High Income Fund II
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By (Signature and Title)* /s/ James M. Dykas
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James M. Dykas, President and
Chief Executive Officer
(principal executive officer)
Date: September 20, 2016
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ James M. Dykas
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James M. Dykas, President and
Chief Executive Officer
(principal executive officer)
Date: September 20, 2016
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By (Signature and Title)* /s/ Donald P. Swade
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Donald P. Swade, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
(principal financial officer)
Date: September 20, 2016
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* Print the name and title of each signing officer under his or her signature.