Additional Proxy Soliciting Materials (definitive) (defa14a)
May 18 2020 - 3:07PM
Edgar (US Regulatory)
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. )
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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WESTERN ASSET HIGH INCOME FUND II INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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May 18, 2020
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Vote Today to Support the Management Team that is Committed to Enhancing Shareholder Value
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Ahead of the Western Asset High Income Fund II Inc. (the Fund) Special Meeting of Shareholders scheduled for June 5, 2020, you are being
asked to vote to approve new agreements1 between the Fund and its investment manager and subadvisers that will enable the Fund to continue to operate and deliver the returns you rely
on.
Vote FOR the new agreements with the Funds investment manager
and subadvisers that are building on the Funds proven track record of significant value creation by
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Delivering a 1-year annualized
distribution2 of 10.67% as of April 30, 2020, an increase from 8.25% as of the same period in 2019
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Outperforming2 Lipper Peer Group3 averages across key timeframes, including 1.78% vs. 0.22% on a 5-year basis, 0.79% vs. -0.97% on a 7-year basis,
and 4.08% vs. 3.03% on a 10-year basis
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If these new agreements are not approved, the Fund may be forced to liquidate, which could result in serious negative implications for
long-term shareholders such as a significant loss of shareholder value, the discontinuation of the Funds distributions and negative tax consequences.
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Protect the Value of Your Investment
Vote the WHITE Proxy Card Today
The Funds Board of Directors
unanimously recommends that you vote on the WHITE proxy card FOR the approval of the new management agreement for the Funds investment manager and the new subadvisory agreement for the Funds subadvisers to ensure
shareholders receive uninterrupted value
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Your Vote is Important, No Matter How Many or How Few Shares You Own
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You can vote by internet, telephone or by signing and dating the WHITE proxy card and mailing it in the envelope provided.
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If you have any questions about how to vote your shares or need additional assistance, please contact:
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Innisfree M&A
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Shareholders Call Toll Free: (877) 750-0637
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Incorporated
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Banks and Brokers Call: (212) 750-5833
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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.
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Notes
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1
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Due to the change of control resulting from the pending combination of Legg Mason Inc. (Legg
Mason), the parent company of the Funds investment manager and subadvisers, and Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton.
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2
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Based on market price for the period ended April 30, 2020.
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3
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The Funds Lipper peer group refers to the peer group of high-yield, levered closed-end funds as selected by Lipper,
an independent nationally recognized provider of investment company information.
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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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