Additional Proxy Soliciting Materials (definitive) (defa14a)

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ⬜

Check the appropriate box:

⬜Preliminary Proxy Statement

⬜Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

⬜Definitive Proxy Statement

☒Definitive Additional Materials

⬜Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

WESTERN ASSET HIGH INCOME FUND II INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.

⬜Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:

(2)Aggregate number of securities to which transaction applies:

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:

⬜Fee paid previously with preliminary materials.

⬜Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

Your Vote Is

Important

No Matter How Many or

How Few Shares You Own

April 30, 2020

Dear Fellow Shareholder:

The Western Asset High Income Fund II Inc. Special Meeting of Shareholders (the "Special Meeting") scheduled for June 5, 2020 is fast approaching. Ahead of the Special Meeting, you have an important decision to make regarding the future of your investment in the Fund.

Due to the "change of control" resulting from the pending combination of Legg Mason Inc. ("Legg Mason"), the parent company of the Fund's investment manager and subadvisers, and Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, shareholders are being asked to vote ahead of the Special Meeting to approve new agreements between the Fund and its investment manager and subadvisers. Importantly, the new management and subadvisory agreements will be identical to the current agreements, except for the dates of execution, effectiveness and termination.

It is important that all shareholders participate in the election, and our records show that you have not yet voted. To maintain the Fund's operations and continue benefitting from its long-term strategy, vote "FOR" the proposals related to the change of control on the WHITE Proxy Card today.

Support the Management Team that has Consistently Delivered Strong Total Returns and Stable Distributions Payouts to Shareholders

Vote "FOR" the new agreements with the Fund's investment

manager and subadvisers that are building on the Fund's Delivering a 1-year average distribution of 11.74%1 proven track record of significant value creation by...

Without Shareholder Approval, the Fund May be Forced to Liquidate

If these new agreements are not approved, the Fund may be forced to liquidate. A liquidation may have significant negative implications for long-term shareholders including...

	Meaningful loss of shareholder value and		Negative tax consequences
	discontinuation of stable distributions that
	shareholders rely on

Your Vote Matters

Protect the Value of Your Investment — Vote the WHITE Proxy Card Today

Vote to Support the Continuation of Sustainable, Long-Term Returns

Approval of these agreements is critical to ensuring shareholders continue to receive uninterrupted value from the Fund. Protect the value of your investment by voting your shares today.

The Fund's Board of Directors unanimously recommends that you vote on the WHITE Proxy Card "FOR" the approval of the new management agreement for the Fund's manager and the new subadvisory agreement for the Fund's subadvisers.

Thank you for your continued support.

Sincerely,

The Western Asset High Income Fund II Inc. Board of Directors

Your Vote is Important, No Matter How Many or How Few Shares You Own

You can vote by internet, telephone or by signing and dating the WHITE proxy card and mailing it in the envelope provided.

If you have any questions about how to vote your shares or need additional assistance, please contact:

Innisfree M&A Incorporated

Shareholders Call Toll Free: (877) 750-0637

Banks and Brokers Call: (212) 750-5833

REMEMBER

We urge you NOT to vote using any other colored proxy card as doing so will revoke your vote on the WHITE proxy card.

Notes

1 Based on market price for the period ending March 31, 2020.

Forward Looking Statement

Past performance is no guarantee of future results. The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice.

All investments are subject to risk including the possible loss of principal. All benchmark performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in a benchmark.

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