Form POS EX - Post-effective amendment adding exhibits to registration statement [Rule 462(d)]

As filed with the Securities and Exchange Commission on January 29, 2024

Securities Act Registration No. 333-261721

Investment Company Act Registration No. 811-08709

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT

UNDER


		*THE SECURITIES ACT OF 1933*		☒
		Pre-Effective Amendment No.		☐
		Post-Effective Amendment No. 3		☒

and/or

REGISTRATION STATEMENT

UNDER


		*THE INVESTMENT COMPANY ACT OF 1940*		☒
		Amendment No. 11		☒

Western Asset High Income Fund II Inc.

(Exact Name of Registrant as Specified in Charter)

620 Eighth Avenue, 47^th Floor

New York, New York 10018

(Address of Principal Executive Offices)

(888) 777-0102

(Registrant’s Telephone Number, Including Area Code)

Jane Trust

Franklin Templeton

280 Park Avenue

New York, New York 10017

(Name and Address of Agent for Service)

Copies to:

David W. Blass, Esq.

Ryan P. Brizek, Esq.

Simpson Thacher & Bartlett LLP

900 G Street NW

Washington, DC 20001

Marc A. De Oliveira, Esq.

Franklin Templeton

100 First Stamford Place

Stamford, CT 06902

Approximate Date of Proposed Public Offering: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box ☐.

If any of the securities being registered on this form will be 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. ☒

If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box ☒.

If this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box ☐.

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box ☐.

It is proposed that this filing will become effective (check appropriate box)

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when declared effective pursuant to Section 8(c)

If appropriate, check the following box:

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This post-effective amendment designates a new effective date for a previously filed registration statement.

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This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is .

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This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is .

☒

This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is 333-261721.

Check each box that appropriately characterizes the Registrant:

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Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

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Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

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Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

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A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

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Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

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Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

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If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

☐

New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File Nos. 333-261721 and 811-08709) of Western Asset High Income Fund II Inc. (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. 3 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. 3 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 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 for the fiscal years April 30, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, and 2012

	Part A	Financial Highlights

	Part B	Incorporated into Part B by reference to Registrant’s most recent Certified Shareholder Report on Form N-CSR, filed June 28, 2021 (File No. 811-0879):

		Schedule of Investments as of April 30, 2021

		Statement of Assets and Liabilities as of April 30, 2021

		Statement of Operations for the Year Ended April 30, 2021

		Statement of Changes in Net Assets for the Year Ended April 30, 2021

		Notes to Financial Statements for the Year Ended April 30, 2021

		Report of Independent Registered Public Accounting Firm for the Year Ended April 30, 2021

(2)	Exhibits

	(a)(1)	Amended and Restated Articles of Incorporation⁽¹⁾

	(a)(2)	Articles of Amendment, dated September 20, 2006⁽²⁾

	(b)(1)	Third Amended and Restated Bylaws⁽³⁾

	(c)	Not Applicable

	(d)(1)	Articles V and VIII of Registrant’s Articles of Incorporation are incorporated herein by reference.

	(d)(2)	Form of Subscription Certificate*

	(d)(3)	Form of Notice of Guaranteed Delivery*

	(e)	Dividend Reinvestment Plan⁽⁵⁾

	(f)	Not Applicable

	(g)(1)	Investment Management Agreement between the Registrant and Legg Mason Partners Fund Advisor, LLC⁽⁵⁾

	(g)(2)	Subadvisory Agreement between Legg Mason Partners Fund Advisor, LLC and Western Asset Management Company, LLC⁽⁵⁾

	(g)(3)	Subadvisory Agreement between Western Asset Management Company, LLC and Western Asset Management Company Limited⁽⁵⁾

	(g)(4)	Subadvisory Agreement between Western Management Company, LLC and Western Asset Management Company Pte. Ltd.⁽⁵⁾

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		(h)		Sales Agreement⁽⁷⁾

		(i)		Not Applicable

		(j)(1)		Custodian Services Agreement with The Bank of New York Mellon, dated January 1, 2018⁽⁵⁾

		(j)(2)		Amendment No. 9 to the Custodian Services Agreement, dated May 1, 2021, with The Bank of New York Mellon, dated January 1, 2018⁽⁵⁾

		(k)(1)		Transfer Agency and Services Agreement with Computershare Inc., dated March 14, 2016⁽⁵⁾

		(k)(2)		Amendment No. 9 to the Transfer Agency and Services Agreement, dated March 19, 2021, with Computershare Inc., dated March 14, 2016⁽⁵⁾

		(k)(3)		Form of Subscription Agent Agreement between the Fund and Computershare Trust Company, N.A.*

		(k)(4)		Form of Information Agent Agreement between the Fund and Georgeson Inc.*

		(k)(5)		Form of Funds of Funds Investment Agreement⁽⁶⁾

		(k)(6)		The Margin Loan and Security Agreement with Bank of America, N.A.⁽⁷⁾

		(k)(7)		Amendment No. 1 to the Margin Loan and Security Agreement with Bank of America, N.A.⁽⁷⁾

		(l)(1)		Opinion and Consent of Venable LLP⁽⁵⁾

		(l)(2)		Opinion and Consent with respect to legality of Common Shares and Rights*

		(m)		Not Applicable

		(n)		Consent of Independent Registered Public Accounting Firm*

		(o)		Not Applicable

		(p)		Not Applicable.

		(q)		Not Applicable

		(r)(1)		Code of Ethics of the Fund and the Manager⁽⁵⁾

		(r)(2)		Code of Ethics of Western Asset⁽⁵⁾

		(s)		Filing Fee Table⁽⁵⁾

		(t)		Power of Attorney⁽⁴⁾

(1)	Filed on May 21, 1998 with Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-48351 and 811-08709) and incorporated by reference herein

(2)	Filed as Exhibit 99 to NSAR-B as filed with the Commission on June 29, 2007 and incorporated herein by reference

(3)	Filed on August 18, 2020 with Form 8-K and incorporated by reference herein.

(4)	Filed on December 17, 2021 with the Registrant’s Registration Statement on Form N-2 (File Nos. 333-261721 and 811-08709) and incorporated by reference herein.

(5)	Filed on March 18, 2022 with the Registrant’s Registration Statement on Form N-2 (File Nos. 333-261721 and 811-08709) and incorporated by reference herein.

(6)	Filed on April 8, 2022 with the Registrant’s Registration Statement on Form N-2 (File Nos. 333-261721 and 811-08709) and incorporated by reference herein.

(7)	Filed on December 9, 2022 with the Registrant’s Registration Statement on Form N-2 (File Nos. 333-261721 and 811-08709) and incorporated by reference herein.

*	Filed herewith

Item 26. Marketing Arrangements

Reference is made to the sales agreement for the Registrant’s common stock incorporated by reference herein or the form of underwriting agreement to be filed as an exhibit in a post-effective amendment to the Registrant’s Registration Statement and the section entitled “Plan of Distribution” contained in Registrant’s Prospectus incorporated by reference herein.

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Item 27. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be incurred in connection with the offering described in this Registration Statement:


SEC registration fees	$	16,222.50
Financial Industry Regulatory Authority fees		26,250
Accounting fees and expenses		8,000
Legal fees and expenses		295,000
Printing and mailing fees		15,040
Miscellaneous		434,150

Total	$	794,662.50

Item 28. Persons Controlled by or Under Common Control with Registrant

None.

Item 29. Number of Holders of Securities

At February 28, 2022:


Title of Class	Number of Record Holders
Common Stock, par value $0.001 per share		14,882

Item 30. Indemnification

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. The Registrant’s Charter contains such a provision that eliminates such liability to the maximum extent permitted by Maryland law. In addition, the Registrant has provisions in its Charter and the Bylaws that authorize the Registrant, to the maximum extent permitted by Maryland law, to indemnify any present or former Director or officer from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former Director or officer of the Registrant and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. Pursuant to the Bylaws, absent a court determination that an officer or Director seeking indemnification was not liable on the merits or guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office, the decision by the Registrant to indemnify such person will be based upon the reasonable determination of independent counsel or nonparty Independent Directors, after review of the facts, that such officer or Director is not guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Adviser

The descriptions of the Manager, Western Asset, Western Asset Limited and Western Asset Singapore under the caption “Management of the Fund” in the Prospectus and Statement of Additional Information of this registration statement are incorporated by reference herein. Information as to the directors and officers of the Manager, Western Asset, Western Asset Limited and Western Asset Singapore, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of the Manager, Western Asset, Western Asset Limited and Western Asset Singapore in the last two years, is

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included in their respective applications for registration as an investment adviser on Form ADV (File Nos. 801-66785, 801-08162, 801-21068 and 801-67298, respectively) filed under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.

Item 32. Location of Accounts and Records

The accounts and records of the Registrant are maintained at the office of the Registrant at 620 Eighth Avenue, New York, New York 10018.

Item 33. Management Services

Not applicable.

Item 34. Undertakings

Not applicable.

The Registrant undertakes:

(a) to file, during a 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;

(2) to reflect in the prospectus any facts or events 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(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.

Provided, however, that paragraphs a(1), a(2), and a(3) of this section do not apply to the extent the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(b) that, for the purpose of determining any liability under the Securities Act, each post-effective amendment to this registration statement 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;

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(d) that, for the purpose of determining liability under the Securities Act to any purchaser:

(1) if the Registrant is relying on Rule 430B [17 CFR 230.430B]:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2) if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the 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 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 424 under the Securities Act;

(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

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(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser

4. Registrant undertakes that, for the purpose of determining any liability under the Securities Act:

(a) the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 424(b)(1) shall be deemed to be a part of this registration statement as of the time it was declared effective; and

(b) each post-effective amendment that contains a form of prospectus will 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.

5. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

7. 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 prospectus or Statement of Additional Information.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 29th day of January, 2024.


WESTERN ASSET HIGH INCOME FUND II INC.

By:		/s/ Jane Trust
		Chairman, Chief Executive Officer and President

Pursuant to the requirements of the 1933 Act, this Amendment to the Registration Statement has been signed by the following person in the capacity and on the date indicated.


Signature	Title	Date

/s/ Jane Trust	Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)	January 29, 2024
Jane Trust

/s/ Christopher Berarducci	Principal Financial Officer (Principal Financial and Accounting Officer)	January 29, 2024
Christopher Berarducci

/s/ Robert D. Agdern*	Director	January 29, 2024
Robert D. Agdern

/s/ Carol L. Colman*	Director	January 29, 2024
Carol L. Colman

/s/ Daniel P. Cronin*	Director	January 29, 2024
Daniel P. Cronin

/s/ Paolo M. Cucchi*	Director	January 29, 2024
Paolo M. Cucchi

/s/ Eileen A. Kamerick*	Director	January 29, 2024
Eileen A. Kamerick

/s/ Nisha Kumar*	Director	January 29, 2024
Nisha Kumar


*By:		/s/ Jane Trust
		Jane Trust
		As Agent or Attorney-in-fact

January 29, 2024

The original power of attorney authorizing Jane Trust to execute this Registration Statement, and any amendments thereto, for the Directors of the Registrant on whose behalf this Registration Statement are filed herewith as an exhibit to the Registrant’s Registration Statement on Form N-2.

EXHIBIT INDEX


(d)(2)		Form of Subscription Certificate

(d)(3)		Form of Notice of Guaranteed Delivery

(k)(3)		Form of Subscription Agent Agreement between the Fund and Computershare Trust Company, N.A.

(k)(4)		Form of Information Agent Agreement between the Fund and Georgeson Inc.

(l)(2)		Opinion and Consent with respect to legality of Common Shares and Rights

(n)		Consent of Independent Registered Public Accounting Firm

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+ Western Asset High Income Fund II Inc. Georgeson LLC Within USA, US territories & Canada 866-856-2826 MRA SAMPLE DESIGNATION(IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 NNNNNNNNN ADD 6 C NNNNNN 1234567890 J N T Primary Subscription 12345678901234 Rights WESTERN ASSET HIGH INCOME FUND II INC. SUBSCRIPTION RIGHTS OFFERING THE SUBSCRIPTION RIGHTS OFFERING EXPIRES AT 5:00 P.M. (EASTERN TIME) ON FEBRUARY 26, 2024, (SUCH DATE AND TIME, THE “EXPIRATION DEADLINE”). Western Asset High Income Fund II Inc. (the “Company”) is distributing tradable subscription rights (the “Subscription Rights”) to stockholders holding shares of common stock held at the close of business on January 29, 2024 (the “Record Date”) as part of a capital increase by way of a rights offering (the “Rights Offering”). Stockholders will be allotted one Subscription Right for each existing share of common stock of the Company (a “Share”) held as of the Record Date. Stockholders may purchase 1 new Share for every 3 Subscription Rights held (the “Subscription Ratio”) at an estimated cash subscription price of $X.XX per new Share subscribed. Subscription Rights may be exercised only in integral multiples of 3. The Subscription Rights represented hereby include the Over-Subscription Privilege for Subscription Rights holders who are Record Date Stockholders. Under the Over-Subscription Privilege, additional shares of Common Stock may be purchased by Subscription Rights holders if such shares of Common Stock are available and the holder’s Subscription Rights have been exercised to the fullest extent possible. The Board of Directors has the right, in its absolute discretion, to eliminate the Over-Subscription Privilege with respect to the shares of Common Stock available for purchase pursuant to the Over-Subscription Privilege (the “Over-Subscription Shares”) if it considers doing so to be in the best interest of the Company. The Board of Directors may make such determination at any time, without prior notice to Subscription Rights holders or others, up to and including the fifth day following the Expiration Date. Payment of the cash subscription price by recipients of this form is to be made only via payment of the estimated subscription price of per Share registered. Please note that $X.XX is an estimated price only. The subscription price will be determined on February 26, 2024, the Expiration Date (unless extended) and could be higher or lower than the estimated subscription price depending on changes in the net asset value and market price of the shares of Common Stock. Any excess payment of the subscription price at the date of conversion will be refunded by Computershare Trust Company, N.A. (the “Rights Agent”). Stockholders who hold their Shares via physical share certificate or Direct Registration Statement (“DRS”) (together, “Registered Stockholders”) who choose to sell their Subscription Rights must return this form to the Rights Agent by 5:00 p.m. (Eastern time) on February 16, 2024. THE SUBSCRIPTION RIGHT IS TRANSFERABLE Registered Stockholders who choose to exercise their Subscription Rights (and their Over-Subscription Privilege) must return this form and payment to the Rights Agent by 5:00 p.m. (Eastern time) on the Expiration Deadline, provided that Registered Stockholders paying by personal check must return this form and payment to the Rights Agent by 5:00 p.m.(Eastern time) on February 26, 2024. If a Registered Stockholder does not validly exercise its Subscription Rights, including Subscription Rights in excess of the nearest integral multiple of the Subscription Ratio, (or its Over-Subscription Privilege) by submitting a properly completed form and payment by the Expiration Deadline, its Subscription Rights (and Over-Subscription Privilege) will expire and become null and void without payment of compensation. FOR REGISTERED STOCKHOLDERS REMITTING PAYMENT BY PERSONAL CHECK, ANY FAILURE WHATSOEVER, REGARDLESS OF THE CAUSE OR NATURE OF SUCH FAILURE, FOR THE RIGHTS AGENT TO RECEIVE YOUR PAYMENT OF THE SUBSCRIPTION PRICE FREE AND CLEAR BY 5:00 P.M. (EASTERN TIME) ON FEBRUARY 26, 2024 SHALL RESULT IN THE CANCELLATION OF YOUR EXERCISES OF SUBSCRIPTION RIGHTS, AND YOUR SUBSCRIPTION RIGHTS WILL EXPIRE NULL AND VOID WITHOUT PAYMENT OF ANY COMPENSATION THEREFOR. For a more complete description of the terms and conditions of the Rights Offering, please refer to the prospectus, including the prospectus supplement dated January 29, 2024, (the “Prospectus”), which is incorporated into this certificate (the “Rights Certificate”) by reference. Capitalized terms used but not defined herein have the meanings set forth in the Prospectus. Copies of the Prospectus are available free of charge by visiting EDGAR on the Securities and Exchange Commission’s website at http://www.sec.gov and through the Company’s Information Agent, Georgeson LLC, at 866-856-2826. The owner of this Rights Certificate is entitled to the number of Subscription Rights and is entitled to exercise the Subscription Rights for the number of Shares, shown on this Rights Certificate. METHOD OF EXERCISE OF SUBSCRIPTION RIGHTS IN ORDER TO EXERCISE YOUR SUBSCRIPTION RIGHTS, YOU MUST PROPERLY COMPLETE AND SIGN THIS RIGHTS CERTIFICATE ON THE BACK AND RETURN IT IN THE ENVELOPE PROVIDED TO THE RIGHTS AGENT, TOGETHER WITH PAYMENT IN FULL FOR AN AMOUNT EQUAL TO THE APPLICABLE SUBSCRIPTION PRICE MULTIPLIED BY THE TOTAL NUMBER OF SHARES OF THE COMPANY THAT YOU ARE REQUESTING TO PURCHASE TO THE RIGHTS AGENT BEFORE 5:00 P.M., EASTERN TIME, ON FEBRUARY 26, 2024. Holder ID COY Class Rights Qty Issued Rights Cert # 123456789 XXXX Subscription Rights XXX.XXXXXX 12345678 Signature of Owner and U.S. Person for Tax Certification Signature of Co-Owner (if more than one registered holder listed) Date (mm/dd/yyyy) 12345678 CLS XR T2 COYC

LOGO

. For holders of Subscription Rights held in The Depository Trust Company, full payment of the subscription price for each Share of the Company you wish to purchase be must be made in U.S. dollars by wire transfer of immediately available funds to the account maintained by the Rights Agent. Please contact your broker for more information on the subscription process. For Registered Stockholders, full payment of the subscription price for each Share of the Company you wish to purchase be must be made in U.S. dollars by personal check drawn upon a U.S. bank payable to the Rights Agent. Payments by cashier’s check, certified check or money order will not be accepted. To subscribe to your shares of Common Stock, please complete Line “A” on the card below. To subscribe to your Over-Subscription Shares, please complete Line “B” below. Please Note: Only Record Date Stockholders who have exercised their Subscription Rights in full may apply for shares of Common Stock pursuant to the Over-Subscription Privilege. For Registered Stockholders remitting payment by personal check, any failure whatsoever, regardless of the cause or nature of such failure, for the Rights Agent to receive your payment of the subscription price free and clear by 5:00 p.m. (Eastern time) on February 26, 2024 shall result in the cancellation of your exercises of Subscription Rights, and your Subscription Rights will expire null and void without payment of any compensation therefor. Any funds that are cleared following such time will be returned to you. Registered Stockholders are therefore strongly encouraged to remit payment for exercises of your Subscription Rights by wire transfer of immediately available funds. Payments of the subscription price for the new Shares will be held in an account until settlement one business day following the Expiration Date or, in the case of exercises of Subscription Rights held in The Depository Trust Company made after 5:00 p.m. (Eastern time) on February 28, 2024 two business days following the Expiration Date. No interest will be paid to you on the funds you deposit with the Rights Agent. You will not receive any interest on the payments held by the Rights Agent before your Shares have been issued to you or your payment is returned to you, without interest, because your exercise has not been satisfied for any reason. It is expected that deliveries of all new Shares subscribed for will be on March 4, 2024. REGISTERED STOCKHOLDERS MUST RETURN THIS SUBSCRIPTION CERTIFICATE BY 5:00 P.M. (EASTERN TIME) ON FEBRUARY 16, 2024 IF THEY CHOOSE TO SELL THEIR RIGHTS . REGISTERED STOCKHOLDERS MUST RETURN THIS SUBSCRIPTION CERTIFICATE BY 5:00 P.M. (EASTERN TIME) ON FEBRUARY 26, 2024 IF THEY CHOOS E TO EXERCISE THEIR RIGHTS. PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY SECTION 1: OFFERING INSTRUCTIONS (check the appropriate boxes) IF YOU WISH TO SUBSCRIBE FOR NEW SHARES: I apply for my entitlement of new Shares pursuant to the Rights Offering A. Number of Shares subscribed for (not to exceed 1 Share for every 3 Subscription Rights): Shares B. Number of Shares subscribed for Over Subscription privilege Shares C. Total Subscription Price (line A multiplied by $X.XX (United States dollars) per Share): AND/OR IF YOU WISH TO SELL YOUR SUBSCRIPTION RIGHTS: I apply for whole Subscription Rights to be sold SECTION 2: SUBSCRIPTION AUTHORIZATION: I acknowledge that I have received the Prospectus for this offering of Subscription Rights and I hereby subscribe for the number of Shares indicated above on the terms and conditions specified in the Prospectus relating to the Rights Offering. Signature of Subscriber(s) Telephone number (including area code) SECTION 3: TO TRANSFER RIGHTS: For value received, _____of the Rights represented by this Subscription Certificate are assigned to: (Print Full Name of Assignee) _______________________________________________________________________________________________________________________________ Social Security Number (Print Full Address) ____________________________________________________________________________________________________________________ (Print Full Address) _______________________________________________________________________________________________________________________________________ Signature(s) of Assignor(s) _________________________________________________________________________________________________________________________________ IMPORTANT: The signature(s) must correspond in every particular, without alteration, with the name(s) as printed on your Subscription Certificate. Your Signature must be guaranteed by an Eligible Guarantor Institution as that term is defined under Rule 17Ad-15 of the Securities Exchange Act of 1934, which may include: a) a commercial bank or trust company, or b) a member firm of a domestic stock exchange, or c) a savings bank or credit union. Signature Guaranteed By: __________________________________ __________________________________ (Name of Bank or Firm) (Signature of Officer and Title) Please complete all applicable information and return to: COMPUTERSHARE TRUST COMPANY, N.A. By First Class Mail: Computershare Trust Company, N.A., Corporate Actions Voluntary Offer, P.O. Box 43011, Providence, RI 02940-3011 By Express Mail or Overnight Delivery: Computershare Trust Company, N.A., Corporate Actions Voluntary Offer, 150 Royall Street, Suite V, Canton, MA 02021 DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. Any questions regarding this Subscription Certificate and Subscription Rights Offering may be directed to Georgeson LLC toll free at 866-856-2826.

Notice of Guaranteed Delivery

For Shares of Common Stock of

Western Asset High Income Fund II Inc.

Subscribed for Via Primary Subscription and the Over-Subscription Privilege

As set forth in the Prospectus Supplement, dated January 29, 2024, and the accompanying Prospectus, dated March 23, 2022 (collectively, the “Prospectus”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all shares of the Fund’s common stock, par value $0.001 per share (“Common Shares”), subscribed for via the primary subscription and pursuant to the over-subscription privilege. Such form may be delivered by email, overnight courier, express mail or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., Eastern time, on February 26, 2024, as such date may be extended from time to time (the “Expiration Date”). The terms and conditions of the Offer set forth in the Prospectus are incorporated by reference herein. Capitalized terms used and not otherwise defined herein have the meaning attributed to them in the Prospectus.

THE SUBSCRIPTION AGENT IS:

Computershare Trust Company, N.A.

BY FIRST CLASS MAIL

BY EXPRESS MAIL OR

OVERNIGHT COURIER:

VIA EMAIL:

Western Asset High Income Fund II Inc.

c/o Computershare Trust Company, N.A.

P.O. Box 40311

Providence RI 02940-3011

Western Asset High Income Fund II Inc.

c/o Computershare Trust Company, N.A

150 Royall St – Suite V

Canton MA 02021

canoticeofguarantee@computershare.com

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

The New York Stock Exchange member firm or bank or trust company which completes this form must communicate this guarantee and the number of Common Shares subscribed for in connection with this guarantee (separately disclosed as to the primary subscription and the over-subscription privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., Eastern time, on the Expiration Date, guaranteeing delivery of a properly completed and signed Subscription Certificate (which certificate must then be delivered to the Subscription Agent no later than the close of business of the second business day after the Expiration Date). Failure to do so will result in a forfeiture of the Rights. Payment for the full estimated Subscription Price for the Common Shares subscribed for and/or requested must accompany this Notice of Guaranteed Delivery.

GUARANTEE

The undersigned, a member firm of the New York Stock Exchange or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., Eastern time, on the second Business Day after the Expiration Date (February 26, 2024) unless extended, as described in the Prospectus) of a properly completed and executed Subscription Certificate, as subscription for such Common Shares is indicated herein or in the Subscription Certificate. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via the ASOP platform of The Depository Trust Company (“DTC”).


Western Asset High Income Fund II Inc.			Broker Assigned Control # ____

1. Primary Subscription	Number of Rights to be exercised	Number of Common Shares under the Primary subscription requested for which you are guaranteeing delivery of Rights	Payment to be made in connection with the Common Shares Subscribed for under the primary subscription

	_____ Rights	_____ Common Shares (Rights ÷ by 3)	$_____

2. Over-Subscription		Number of Common Shares Requested Pursuant to the Over-Subscription Privilege	Payment to be made in connection with the Common Shares Requested Pursuant to the Over-Subscription Privilege

		_____ Common Shares	$_____

3. Totals	Total Number of Rights to be Delivered	Total Number of Common Shares Subscribed for and/or Requested

	_____ Rights	_____ Common Shares	$_____ Total Payment

Method of delivery of the Notice of Guaranteed Delivery (circle one)

Through DTC

Direct to Computershare Trust Company, N.A., as Subscription Agent

Please reference below the registration of Rights to be delivered.

PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.



Name of Firm		Authorized Signature

DTC Participant Number		Title

Address		Name (Please Type or Print)

Zip Code		Phone Number

Contact Name		Date

BENEFICIAL OWNER LISTING CERTIFICATION

Western Asset High Income Fund II Inc.

The undersigned, a bank, broker or other nominee holder of Rights (“Rights”) to purchase shares of the Fund’s common stock, par value $0.001 per share (“Common Shares”), of Western Asset High Income Fund II (the “Fund”) pursuant to the rights offering (the “Offer”) described and provided for in the Fund’s Prospectus Supplement, dated January 29, 2024, and the accompanying Prospectus, dated March 23, 2022 (collectively the “Prospectus”), hereby certifies to the Fund and to Computershare Trust Company, N.A., as Subscription Agent for such Offer, that for each numbered line filled in below, the undersigned has exercised, on behalf of the beneficial owner thereof (which may be the undersigned), the number of Rights specified on such line pursuant to the primary subscription (as specified in the Prospectus) and such beneficial owner wishes to subscribe for the purchase of additional Common Shares pursuant to the over-subscription privilege (as defined in the Prospectus), in the amount set forth in the third column of such line.


Number of Record Date Common Shares Owned	NUMBER OF RIGHTS exercised pursuant to the Primary Subscription	NUMBER OF COMMON SHARES requested pursuant to the Over-Subscription Privilege
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.



Name of Nominee Holder

By:

Name:

Title:

Dated:		, 2024


Provide the following information, if applicable:


Depository Trust Corporation (“DTC”) Participant Number				Name of Broker


DTC Primary Subscription Confirmation Number(s)				Address

LOGO

Subscription Agent Agreement

Between

Western Asset High Income Fund II Inc.

And

Computershare Trust Company, N.A.

And

Computershare Inc.

Rev. May 2008

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”), dated as of [DATE] (the “Effective Date”), is by and between Western Asset High Income Fund II Inc., a Maryland corporation (“Company”), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare”, and together with Trust Company, “Agent”).

1.	Appointment.

1.1 Company is making an offer (the “Subscription Offer”) to issue to holders of record of its outstanding shares of common stock, par value $____ per share (the “Common Stock”), at the close of business on ___________ (the “Record Date”), the right to subscribe for and purchase (each, a “Right”, and collectively, the “Rights”) shares of common stock (the “Additional Common Stock”) at an initial estimated purchase price of $______ per share of the Additional Common Stock (the “Subscription Price”), payable as described on the Subscription Form (as defined below) sent to eligible shareholders, upon the terms and conditions set forth herein. The term “Subscribed” shall mean submitted for purchase from Company by a stockholder in accordance with the terms of the Subscription Offer, and the term “Subscription(s)” shall mean any such submission. Company hereby appoints Agent to act as subscription agent in connection with the Subscription Offer and Agent hereby accepts such appointment in accordance with and subject to the terms and conditions of this Agreement.

1.2 The Subscription Offer will expire at _________, Eastern Time, on _______________ (the “Expiration Time”), unless Company shall have extended the period of time for which the Subscription Offer is open, in which event the term “Expiration Time” shall mean the latest time and date at which the Subscription Offer, as so extended by Company from time to time, shall expire.

1.3 Company filed a shelf registration statement relating to the Additional Common Stock with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), on _____________, and such registration statement was declared effective on ____________. The terms of the Additional Common Stock are more fully described in the prospectus forming a part of the registration statement as it was declared effective. All terms used and not defined herein shall have the same meaning(s) as in the prospectus.

1.4 Promptly after the Record Date, Company will furnish Agent with, or will instruct Agent, in its capacity as transfer agent for Company, to prepare, a certified list in a format acceptable to Agent of holders of record of the Common Stock at the Record Date, including each such holder’s name, address, taxpayer identification number (“TIN”), share amount with applicable tax lot detail, any certificate detail and information regarding any applicable account stops or blocks (the “Record Stockholders List”).

1.5 No later than the earlier of (i) forty-five (45) days after the Record Date or (ii) January 15 of the year following the year in which the Record Date occurs, Company shall deliver to Agent written direction on the adjustment of cost basis for covered securities that arise from or are affected by the Subscription Offer in accordance with current Internal Revenue Service regulations (see the Tax Instruction/Cost Basis Information Letter attached hereto as Exhibit B for additional information)

2.	Subscription of Rights.

2.1 The Rights entitle the holders to subscribe, upon payment of the Subscription Price, for shares of the Additional Common Stock at the rate of ____ share(s) for each Right (the “Basic Subscription Privilege”). No fractional Rights will be issued, but the Subscription Offer includes a step-up privilege entitling the holder of fewer than ____ Rights to subscribe for and pay the Subscription Price for one full share of the Common Stock.

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2.2 If subscribing shareholders who exercise their Rights in full are entitled to exercise an oversubscription right, then Company shall provide Agent with instructions regarding the allocation to such shareholders of the Additional Common Stock after the initial allocation thereof.

2.3 Except as otherwise indicated to Agent by Company in writing, all of the Common Stock delivered hereunder upon the exercise of the Rights will be delivered free of restrictive legends. Company shall, if applicable, inform Agent as soon as possible in advance as to whether any Common Stock issued hereunder is to be issued with restrictive legend(s) and, if so, Company shall provide the appropriate legend(s) and a list identifying the affected shareholders, certificate numbers (if applicable) and share amounts for such affected shareholders.

3.	Duties of Subscription Agent.

3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s), and furnish a copy of such records to Company.

3.2 Promptly after Agent receives the Record Stockholders List, Agent shall:

(a) mail or cause to be mailed, by first class mail, to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada, (i) a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”), a form of which is attached hereto as Exhibit A, (ii) a copy of the prospectus and (iii) a return envelope addressed to Agent.

(b) At the direction of Company, mail or cause to be mailed, to each holder of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectus. Agent shall refrain from mailing the Subscription Form to any holder of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form for the account of such stockholder subject to such stockholder making satisfactory arrangements with Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements is received at or before 11:00 a.m., Eastern Time, on __________. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to the number of shares of the Additional Common Stock, if any, Agent is authorized to issue.

(c) Upon request by Company, Agent shall mail or deliver a copy of the prospectus (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights.

(d) Agent shall accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) on or prior to the Expiration Time in accordance with the Subscription Form.

(e) Agent shall accept Subscriptions, without further authorization or direction from Company, without procuring supporting legal papers or other proof of authority to sign (including, without limitation, proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person:

(i)

If the Right is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciary, provided, that the Additional Common Stock is to be issued in the name of such fiduciary;

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(ii)

If the Right is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that the Additional Common Stock is to be issued in the names of such joint tenants; or

(iii)

If the Right is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer or agent thereof, provided, that the Additional Common Stock is to be issued in the name of such corporation.

(f)

Each document received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable address(es) as outlined in the offering documents.

(g)

Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time. Subscriptions not authorized to be accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholder.

(h)

Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are:

(i)

Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and

(ii)

Validly issued, fully paid and non-assessable.

4.	Acceptance of Subscriptions.

4.1 Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email to [________________] (the “Company Representative”) as to the following information, based upon a preliminary review (and at all times subject to a final determination by Company) as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of shares of the Additional Common Stock Subscribed for; (ii) the total number of the Rights sold; (iii) the total number of the Rights partially Subscribed for; (iv) the amount of funds received; and (v) the cumulative totals in categories (i) through (iv), above.

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4.2 As promptly as possible following the Expiration Time, advise the Company Representative by email of (i) the number of shares of the Additional Common Stock Subscribed for and (ii) the number of shares of the Additional Common Stock unsubscribed for.

5.	DEPOSIT OF FUNDS.

5.1 All funds received by Computershare pursuant to this Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time (“ET”) and in no event later than 12:00 p.m. ET on the Redemption Date. Funding after 9:00 a.m. ET but before 12:00 p.m. ET on the Redemption Date may cause delays in payments to be made on the Redemption Date. Delivery of the Funds on any day after 12:00 p.m. ET will be subject to the terms of Section 5, below. Once received by Computershare, the Funds shall be held by Computershare as agent for Company. Until paid or distributed in accordance with this Agreement, the Funds shall be deposited in one or more bank accounts to be maintained by Computershare in its name as agent for Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.), (ii) cash management sweeps to AAA fixed NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, (iii) funds backed by obligations of, or guaranteed by, the United States of America, municipal securities, or (iv) debt or commercial paper obligations rated A-1 or P-1 or better by S&P Global Inc. (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), respectively.

5.2 Computershare will only draw upon the Funds in such account(s) as required from time to time in order to make the payments for the Shares and any applicable tax withholding payments. Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this Section 3, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to Company, any holder or any other party.

5.3 Computershare is acting as agent hereunder and is not a debtor of Company in respect of the Funds.

5.4 In the case of late-day funding, which means delivery of the Funds to Computershare after 12:00 p.m. ET on any day, regardless of whether such funding occurs prior to, or after, the Redemption Date as set forth in Section 5.1, above (“Late-Day Funding”), Federal Deposit Insurance or other bank liquidity charges may apply in connection with the overnight deposit of the Funds with commercial banks. The parties hereto agree that any such charges assessed as a result of Late-Day Funding will be charged to Company and Company hereby agrees to pay such charges.

5.5 Company agrees to deliver the Funds by wire to the account(s) listed on the attached Exhibit B, which may be amended in writing from time to time.

6.	Completion of Subscription Offer.

6.1 Upon completion of the Subscription Offer, Agent shall request the transfer agent for the Common Stock to issue the appropriate number of shares of the Additional Common Stock as required in order to effectuate the Subscriptions.

6.2 The Rights shall be issued in registered, book-entry form only. Agent shall keep books and records of the registration, transfer and exchange of the Rights (the “Rights Register”).

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6.3 All of the Rights issued upon any registration of transfer or exchange of the Rights shall be the valid obligations of Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Rights surrendered for such registration of transfer or exchange; provided, that until such transfer or exchange is registered in the Rights Register, Company and Agent may treat the registered holder thereof as the owner for all purposes.

6.4 For so long as this Agreement shall be in effect, Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of the Additional Common Stock to permit the exercise in full of all of the Rights issued pursuant to the Subscription Offer.

6.5 Company shall take any and all action, including, without limitation, obtaining the authorization, consent, lack of objection, registration or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or any political subdivision thereof, to insure that all of the shares of the Additional Common Stock issuable upon the exercise of the Rights (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of the Common Stock, free from all preemptive rights and taxes, liens, charges and security interests created by or imposed upon Company with respect thereto.

6.6 Company shall, from time to time, take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents and approvals of the Securities and Exchange Commission and any other governmental agency or authority and make such filings under federal and state laws, which may be necessary or appropriate in connection with the issuance, sale, transfer and delivery of the Rights or the Additional Common Stock issued upon the exercise of the Rights.

7. Procedure for Discrepancies. Agent shall follow its regular procedures to attempt to reconcile any discrepancies between the number of shares of Additional Common Stock that any Subscription Form may indicate are to be issued to a stockholder upon the exercise of the Rights and the number that the Record Stockholders List indicates may be issued to such stockholder. In any instance where Agent cannot reconcile such discrepancies by following such procedures, Agent will consult with Company for instructions as to the number of shares of Additional Common Stock, if any, Agent is authorized to issue. In the absence of such instructions, Agent is authorized not to issue any shares of Additional Common Stock to such stockholder and will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.

8.	Procedure for Deficient Items.

8.1 Agent shall examine the Subscription Form(s) received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the Subscription Offer. In the event that Agent determines that any Subscription Form does not appear to have been properly completed or executed, or to be in proper form, or any other deficiency in connection with the Subscription Form appears to exist, Agent shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the Subscription, unless Company provides written authorization to waive such deficiency.

8.2 If a Subscription Form specifies that shares of the Additional Common Stock are to be issued to a person other than the person in whose name a surrendered Right is registered, Agent will not issue such shares until such Subscription Form has been properly endorsed with the signature guaranteed in a manner acceptable to Agent (or otherwise put in proper form for transfer).

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8.3 If any such deficiency is neither corrected nor waived, Agent will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.

9.	Tax Reporting.

9.1 Agent shall prepare and file with the appropriate governmental agency and mail to each stockholder, as applicable, all appropriate tax information forms, including, but not limited to, Forms 1099-B, covering payments or any other distributions made by Agent pursuant to this Agreement during each calendar year, or any portion thereof, during which Agent performs services hereunder, as described in the attached Exhibit B. Any cost basis or tax adjustments required after the Effective Time will incur additional fees.

9.2 With respect to any surrendering stockholder whose TIN has not been certified as correct, Agent shall deduct and withhold the appropriate backup withholding tax from any payment made to such stockholder pursuant to the Internal Revenue Code.

9.3 Should any issue arise regarding federal income tax reporting or withholding, Agent shall take such reasonable action as Company may reasonably request in writing. Such action may be subject to additional fees.

10.

Authorizations and Protections.

As agent for Company hereunder, Agent:

10.1 Shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by Agent and Company;

10.2 Shall have no obligation to deliver the Additional Common Stock unless Company shall have provided a sufficient number of shares of the Additional Common Stock to satisfy the exercise of the Rights by holders as set forth hereunder;

10.3 Shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any certificates, if applicable, or the Rights represented thereby surrendered hereunder or the Additional Common Stock issued in exchange therefor, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of the Subscription Offer;

10.4 Shall not be obligated to take any legal action hereunder; if, however, Agent determines to take any legal action hereunder, and where the taking of such action might, in Agent’s judgment, subject or expose it to any expense or liability, Agent shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it;

10.5 May rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to Agent and believed by Agent to be genuine and to have been signed by the proper party or parties;

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10.6 Shall not be liable or responsible for any recital or statement contained in the Subscription Offer or any other documents relating thereto;

10.7 Shall not be liable or responsible for any failure of the Company or any other party to comply with any of its covenants and obligations relating to the Subscription Offer, including without limitation obligations under applicable securities laws;

10.8 Shall not be liable to any holder of the Rights for any Additional Common Stock or dividends thereon or, if applicable, and any related unclaimed property that has been properly delivered to a public official pursuant to applicable abandoned property law;

10.9 May, from time to time, rely on written instructions provided by Company concerning the services provided hereunder. Further, Agent may apply to any officer or other authorized person of Company for instruction, and may consult with legal counsel for Agent or Company with respect to any matter arising in connection with the services provided hereunder. Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company under Section 11.2 of this Agreement for any action taken or omitted by Agent in good faith reliance upon any Company instructions or upon the written advice or opinion of such counsel. Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company;

10.10 May rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an eligible guarantor institution that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable signature guarantee program or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed;

10.11 Either in connection with, or independent of the instruction term in Section 10.9, above, Agent may consult counsel satisfactory to Agent (including internal counsel), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in reliance upon the advice of such counsel;

10.12 May perform any of its duties hereunder either directly or by or through agents or attorneys; and

10.13 Is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person.

11.

Representations, Warranties and Covenants.

11.1 Agent. Agent represents and warrants to Company that:

(a)

Governance. Trust Company is a federally chartered trust company duly organized, validly existing, and in good standing under the laws of the United States and Computershare is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and each has full power, authority and legal right to execute, deliver and perform this Agreement; and

(b)

Compliance with Laws. The execution, delivery and performance of this Agreement by Agent has been duly authorized by all necessary action, constitutes the legal, valid and binding obligation of Agent enforceable against Agent in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with or result in the breach of any material term, condition or provision of (A) any existing law, ordinance, or governmental rule or regulation to which Agent is subject, (B) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Agent, (C) Agent’s incorporation documents or by-laws, or (D) any material agreement to which Agent is a party.

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11.2 Company. Company represents and warrants to Agent that:

(a)

Governance. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and it has full power, authority and legal right to enter into and perform this Agreement;

(b)

Compliance with Laws. The execution, delivery and performance of this Agreement by Company has been duly authorized by all necessary action, constitutes the legal, valid and binding obligation of Company enforceable against Company in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with or result in the breach of any material term, condition or provision of (A) any existing law, ordinance, or governmental rule or regulation to which Company is subject, (B) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Company, (C) Company’s incorporation documents or by-laws, (D) any material agreement to which Company is a party, or (E) any applicable stock exchange rules;

(c)

Securities Laws. Registration statements under the 1933 Act and the Securities Exchange Act of 1934 (the “1934 Act”) have been filed and are currently effective, or will be effective prior to the sale of any Additional Common Stock, and will remain so effective, and all appropriate state securities law filings have been made with respect to all of the Additional Common Stock being offered for sale, except for any shares of Additional Common Stock which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act, 1934 Act and state securities laws; Company will immediately notify Agent of any information to the contrary; and

(d)

Shares. The Additional Common Stock issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Additional Common Stock to be issued hereafter, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable.

12.

Indemnification and Limitation of Liability.

12.1 Liability. Agent Indemnity and Liability. Agent shall indemnify and hold Company harmless from and against, and Company shall not be responsible for, any and all Losses (as defined below) to the extent determined by a court of competent jurisdiction to be a result of Agent’s gross negligence or willful misconduct; provided that any liability of Agent will be limited in the aggregate to the amounts paid hereunder by Company to Agent as fees and charges, but not including reimbursable expenses.

12.2 Company Indemnity. Company shall indemnify and hold Agent harmless from and against, and Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, penalties and related interest, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to Agent’s duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Loss or enforcing this Agreement, except for any liability of Agent as set forth in Section 11.1, above.

13. Damages. Notwithstanding anything in this Agreement to the contrary, neither party hereto shall be liable to the other for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages.

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14.

Confidentiality.

14.1 Definition. “Confidential Information” shall mean any and all technical or business information relating to a party, including, without limitation, financial, marketing and product development information, shareholder data (including any non-public information of such Shareholder), proprietary information, and the terms and conditions (but not the existence) of this Agreement, that is disclosed or otherwise becomes known to the other party or its affiliates, agents or representatives before or during the term of this Agreement. Confidential Information constitutes trade secrets and is of great value to the owner (or its affiliates). Confidential Information shall not include any information that is: (a) already known to the other party or its affiliates at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the other party; (c) subsequently disclosed to the other party or its affiliates on a non-confidential basis by a third party not having a confidential relationship with the owner and which rightfully acquired such information; or (d) independently developed by one party without access to Confidential Information of the other.

14.2 Use and Disclosure. All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 13.

14.3 Required or Permitted Disclosure. In the event that any requests or demands are made for the disclosure of Confidential Information, other than requests to Agent for Shareholder records pursuant to standard subpoenas from state or federal government authorities (e.g., divorce and criminal actions), the party receiving such request will promptly notify the other party to secure instructions from an authorized officer of such party as to such request and to enable the other party the opportunity to obtain a protective order or other confidential treatment, unless such notification is otherwise prohibited by law or court order. Each party expressly reserves the right, however, to disclose Confidential Information to any person whenever it is advised by counsel in writing that it may be held liable for the failure to disclose such Confidential Information or if required by law or court order.

14.4 Unauthorized Disclosure. As may be required by law and without limiting any party’s rights in respect of a breach of this Section 13, each party will promptly:

(a)

Notify the other party in writing of any unauthorized possession, use or disclosure of the other party’s Confidential Information by any person or entity that may become known to such party;

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(b)

Furnish to the other party full details of the unauthorized possession, use or disclosure; and

(c)

Use commercially reasonable efforts to prevent a recurrence of any such unauthorized possession, use or disclosure of Confidential Information.

14.5 Costs. Each party will bear the costs it incurs as a result of compliance with this Section 13.

15.

Compensation and Expenses.

15.1 Company shall pay to Agent compensation in accordance with the fee schedule attached as Exhibit B hereto, together with reimbursement for reasonable and documented fees and disbursements of counsel, regardless of whether any Rights are surrendered to Agent, for Agent’s services hereunder.

15.2 Company shall be charged for certain reasonable expenses advanced or incurred by Agent in connection with Agent’s performance of its duties hereunder. Such charges include, but are not limited to, stationery and supplies, such as checks, envelopes and paper stock, as well as any disbursements for telephone and document creation and delivery. While Agent endeavors to maintain such charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of Agent’s billing systems.

15.3 If any out-of-proof condition caused by Company or any of its prior agents arises during any terms of this agreement, Company will, promptly upon Agent’s request, provide Agent with funds or shares sufficient to resolve the out-of-proof condition.

15.4 All amounts owed to Agent hereunder are due within thirty (30) days of the invoice date. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing forty-five (45) days from the invoice date. Company agrees to reimburse Agent for any reasonable attorney’s fees and any other reasonable, documented costs associated with collecting delinquent payments.

15.5 Company is responsible for all taxes, levies, duties, and assessments levied on services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Company for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of services provided hereunder. Company shall pay such Transaction Taxes according to the terms in Section 15.1, above. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Company. To the extent that Company provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Company, invoices issued for services hereunder provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to services provided hereunder.

16. Termination. Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party. Unless so terminated, this Agreement shall continue in effect until ninety (90) days following the Expiration Time. In the event of such early termination, Company will appoint a successor agent and inform Agent of the name and address of any successor agent so appointed, provided, that no failure by Company to appoint such a successor agent shall affect the termination of

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this Agreement or the discharge of Agent as agent hereunder. Upon any such termination, Agent shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to Company or its designee any Subscription Forms or other documents relating to the Subscription Offer that Agent may receive after its appointment has so terminated.

17. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned by Company or Agent without the written consent of the other; provided, however, that Agent may, without further consent of Company, assign any of its rights and obligations hereunder to any affiliated agent registered under Rule 17Ac2-1 promulgated under the 1934 Act.

18.

Subcontractors and Unaffiliated Third Parties.

18.1 Subcontractors. Agent may, without further consent of Company, subcontract with (a) any affiliates, or (b) unaffiliated subcontractors for such services as may be required from time to time (e.g., lost shareholder searches, escheatment, telephone and mailing services); provided, however, that Agent shall be as fully responsible to Company for the acts and omissions of any subcontractor as it is for its own acts and omissions.

18.2 Unaffiliated Third Parties. Nothing herein shall impose any duty upon Agent in connection with or make Agent liable for the actions or omissions to act of unaffiliated third parties (other than subcontractors referenced in Section 18.1, above) such as, by way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies, provided, if Agent selected such company, Agent exercised due care in selecting the same.

19.

Miscellaneous.

19.1 Notices. All notices, demands and other communications given pursuant to the terms and provisions hereof shall be in writing, shall be deemed effective on the date of receipt, and may be sent by electronic mail (except for notices of default or termination of this Agreement by Agent), overnight delivery services, or by certified or registered mail, return receipt requested to:


If to Company:		with an additional copy to:


Western Asset High Income Fund II Inc.		Simpson Thacher & Bartlett LLP
Attn: George Hoyt		Attn: David Blass; Ryan Brizek
Franklin Templeton		900 G Street, N.W.
100 First Stamford Place		Washington, D.C. 20001
Stamford, CT 06902-6732		emails: David.Blass@stblaw.com;
phone: (203) 703-7026		Ryan.Brizek@stblaw.com
email: george.hoyt@franklintempleton.com

Invoice for fees and services (if different than above):

Western Asset High Income Fund II Inc.[Address]

[E-mail address]

Attn:


If to Agent:		with an additional copy to:


Computershare Inc.		Computershare Inc.
480 Washington Blvd., 29th Floor		150 Royall Street
Jersey City, NJ 07310		Canton, MA 02021
Attn: Corp Actions Relationship Manager		Attn: Legal Department

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Computershare Inc.

150 Royall Street

Canton, MA 02021

Attn: Corp Actions Relationship Manager

19.2 No Expenditure of Funds. No provision of this Agreement shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

19.3 Publicity. Except as such disclosure may be required by applicable law or regulation, neither party hereto shall issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of this Agreement or the services to be provided hereunder without obtaining the prior written approval of the other party, which may be withheld in the other party’s sole discretion; provided, that Agent may use Company’s name in its customer lists or otherwise as required by applicable law or regulation.

19.4 Successors. All of the covenants and provisions of this Agreement by or for the benefit of Company or Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

19.5 Amendments. This Agreement may be amended or modified by a written amendment executed by the parties hereto and, to the extent required, authorized by a resolution of the Board of Directors of Company.

19.6 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

19.7 Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of New York, without regard to principles of conflicts of law. The parties hereto irrevocably (a) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (b) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding, and (c) waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby. Agent shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof. Agent may consult with foreign counsel, at Company’s reasonable expense, to resolve any foreign law issues that may arise as a result of Company or any other party being subject to the laws or regulations of any foreign jurisdiction.

19.8 Force Majeure. Neither party will be liable for any delay or failure in performance when such delay or failure arises from circumstances beyond its reasonable control, including without limitation acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or any other public health crises, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunctions; provided, that Agent shall use commercially reasonable efforts to resume performance as soon as practicable. If any such act occurs, Agent shall give prompt written notice to Company, stating the nature of the act and any action being taken to avoid or minimize its effect.

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19.9 Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only Agent, Company and their respective permitted successors and assigns. No rights shall be granted to any other person by virtue of this Agreement, and there are no third party beneficiaries hereof.

19.10 Survival. All provisions regarding indemnification, warranty, liability and limits thereon, compensation and expenses and confidentiality and protection of proprietary rights and trade secrets shall survive the termination or expiration of this Agreement.

19.11 Priorities. In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in (a) this Agreement, (b) any exhibits, schedules or attachments hereto, and (c) the Subscription Offer, the terms and conditions contained in this Agreement shall take precedence.

19.12 Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

19.13 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

19.14 Descriptive Headings. Descriptive headings contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

19.15 Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

[The remainder of this page has been intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the Effective Date hereof.


WESTERN ASSET HIGH INCOME FUND II INC.

By:
Name:
Title:


COMPUTERSHARE INC. and
COMPUTERSHARE TRUST COMPANY, N.A.
*For both entities*

By:
Name:
Title:


Exhibit A		Form of Subscription Form
Exhibit B		Tax Instruction and Cost Basis Information Letter
Exhibit C		Schedule of Fees

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EXHIBIT A

FORM OF SUBSCRIPTION FORM

Rev. May 2008

Exhibit B

Section 1

Standard Tax Reporting Instructions

Pursuant to the Emergency Economic Stabilization Act of 2008, financial intermediaries such as Computershare must report cost basis for certain types of securities acquired after January 1, 2011 to both security holders and the IRS. In preparation for the year-end tax reporting to be performed by Computershare under our service agreement for the corporate actions event described in Section 2 of this agreement, please (a) complete the below Year End Tax Reporting Package and (b) provide us with the pertinent issuer statement (i.e., hard copy or website link requested in Section 4 below) as required of issuers under Internal Revenue Code Section 6045B and the underlying Treasury regulations.

In the event that you have not yet produced the issuer statement, kindly provide us with the requisite information at your earliest convenience when completed. You may find it helpful to refer to the below link on the IRS website for some background information regarding the issuer’s obligation to produce the issuer statement.

https://www.irs.gov/forms-pubs/form-8937-report-of-organizational-actions-affecting-basis-of-securities

Please review, complete, execute and return the Year End Tax Reporting Package or the Form 8937, attached documents via e-mail. By requesting cost basis information, Computershare has fulfilled its regulatory obligation. Failure to provide correct basis information may result in a liability to you as an issuer, but if we can provide additional details, please feel free to call upon us.

Additional information may be required based on the completion of the information provided below.

PLEASE NOTE: If IRC sections 302/304 apply to this Corporate Actions event, please reach out to the Corporate Actions Relationship Manager listed on Wire Instruction Exhibit of this Agreement to provide further details.

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Year End Tax Reporting Package

Computershare cannot provide tax advice for purposes of completing this worksheet. Please consult your tax counsel to determine your respective tax reporting requirements.

Shareholder accounts without certified TIN, or certification of foreign status on our system of record will be subject to backup withholding tax at the applicable rate in accordance with IRS rules and regulations regarding 1099 tax reporting. The applicable backup withholding tax deducted from their payment will be remitted to the Internal Revenue Service (IRS). Holders will need to claim any refund of over withholding directly from the IRS and not Computershare. Please note residents or holders that are uncertified, and reside in the state of CA will be withheld an additional 7% which will be remitted to the state of CA.

Important: Computershare uses Constructive Receipt (refer to below definition) reporting for its standard tax reporting default. Deviations from our Standard Default Tax Terms, late submissions and subsequent corrections after the event is over will be subject to additional fees, by appraisal. If Computershare does not receive the completed tax letter by the expiration of the offer /effective date of the distribution or exchange, Computershare will use our Standard Default Tax Terms.

Computershare will perform form suppression on de minimis reporting for the following: on 1099-B tax forms less than $20 in proceeds and fractional share issuance if no withholding; 1099-DIV tax forms less than $10 in dividend income if no withholding.

Computershare will not be liable for any IRS penalties resulting from any client changes to this tax letter or client delay in any final tax instructions that will alter our initial tax reporting instructions. Should any withholding be remitted late to the IRS as a result of any changes to your initial tax reporting instructions. Company and/or Purchaser will be responsible for obligations related to penalties and interest as noted under the Section of the Agreement titled “Indemnification and Limitation of Liability.”

Definitions:

Constructive Receipt: Constructive Receipt means that any corporate action exchange proceeds would be reported to the IRS in the year the action is effective, whether or not the shareholder has presented the requisite and valid documentation in such year.

Standard Default Tax Terms: The share consideration (if any) is considered a non-taxable event with no Fair Market Value Reporting (FMV) on shares. Principal and cash to be issued in lieu of fraction share issuanceare reported on form 1099B as constructive receipt. In the event of an exchange, dividends declared after the effective date, will accrue on the shares issuable to un-exchanged holders and tax reported “as if” paid currently.

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Section 2 – Client Information

Client Name:

Tax ID/EIN:

Issue Description/Type:

CUSIP Number(s):

Will you require Computershare to perform tax reporting services for this transaction?

☐ Yes ☐ No***

***	If you mark the above box “No”, an explanation of either how the consideration will be tax reported, or why tax reporting is not applicable (i.e. K1, W-2, etc.), is required. Please provide this explanation in Section 5 where it indicates “If you answered “No” in Section 2.

Section 3 – Standard 1099 Reporting

3.A – Principal payment / cash in lieu of fractional shares

If 3.A is not applicable, please check here and move to 3.B ☐

Computershare to report principal payment on Form 1099-B.

Yes, on Form 1099-B ☐ Yes, on a form other than Form 1099-B. Please complete Section 3.C ☐

Computershare to report cash in lieu of payment for fractional shares made to holders.

Yes, on Form 1099-B ☐ Yes, on a form other than Form 1099-B. Please complete Section 3.C ☐

3.B – Dividend Reporting (including accrued dividends for unexchanged accounts)

If 3.B is not applicable, please check here and move to Section 3.C ☐

Dividends that have been paid in conjunction with Corporate Actions payments, deemed or accrued, such payment will be reported as Constructive Receipt on Form 1099-DIV or 1042-S.

Computershare to report dividends on Forms 1099-DIV / 1042-S.

Yes, Form 1099-DIV/1042-SB ☐ Yes, on a form other than Form 1099-DIV/1042=S. ☐ Please explain

Did the Company distribute qualified dividends (100% ordinary & 100% qualified) for this tax year on the shares?

Yes ☐ *No ☐

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If no, please provide us with your worksheet to ensure all reportable income or reclassification income, paid by Computershare as agent, is reported correctly. Please note that up to five decimal points can be utilized in the reallocation process. If you choose to use less than five decimal points this could result in rounding issues. Due to time constraints inherent with tax season, we will not be able to re-run tax forms due to rounding issues. Please provide us with your worksheet reflecting all distributions for this applicable tax year.

3.C – Additional reporting

If 3.C is not applicable, please check here and move to Section 4 ☐

Does any of the following reporting need to be performed by Computershare for cash paid (i.e., principal, cash in lieu) if not to be tax reported on Form 1099-B?

1099-INT ☐ 1099-OID ☐ 1099-MISC ☐ 1099-DIV ☐ 1042-S ☐

If you selected 1099-INT, 1099-OID or 1099-MISC above, please complete the below. Specify which box on the Form should be used for reportable amounts:

Reporting Box for 1099-INT:

Reporting Box for 1099-OID:

Reporting Box for 1099-MISC:

If you selected 1099-DIV and/or 1042-S above, please complete the below.

Reporting for merger consideration (other than accrued and unpaid dividends as outlined below), on Form 1099-DIV and/or 1042-S is as follows:

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Section 4 – Cost Basis

Please provide a copy of the completed Issuer Statement (IRS Form 8937) or link to where the Tax & Cost Basis information can be found. If you are unable to provide the link or information pertaining to the Issuer Statement or such IRS filing requirement does not apply, you must answer the questions below.

What are the Cost Basis implications due to this Corporate Action? Please include the details of any calculation that needs to be applied to existing cost basis, or provide an explanation if the IRS filing requirement for Form 8937 does not apply to this event.

Section 5 – Additional Information

Did any of the following corporate changes occur during the same year in which this corporate action took place?


a) Name Change?	Yes ☐	No ☐
b) Tax Id Number Change?	Yes ☐	No ☐
c) CUSIP Number Change?	Yes ☐	No ☐
d) Cash Liquidating Distribution	Yes ☐	No ☐
e) Non-Cash Liquidating Distribution	Yes ☐	No ☐
f) Sale of Rights payment	Yes ☐	No ☐

Is any additional tax reporting required, other than what has been stated in Section 3 above (specify below)?

If you answered “No” in Section 2 above indicating that you do not require Computershare to perform tax reporting, please explain below.

Page 21

Section 6 – Additional Information continued

Is any additional tax withholding required other than what has been stated in Section 3 above (specify below)?

Section 7

Fair Market Value (FMV) Tax Reporting Instructions

Pursuant to the Emergency Economic Stabilization Act of 2008, financial intermediaries such as Computershare must report cost basis for certain types of securities acquired after January 1, 2011 to both security holders and the IRS. In preparation for the year-end tax reporting to be performed by Computershare under our service agreement for the corporate actions event described in Section 1 of this agreement, please (a) complete the below Tax and Cost Basis package and (b) provide us with the pertinent issuer statement (i.e., hard copy or website link requested in Section 8 below) as required of issuers under Internal Revenue Code Section 6045B and the underlying Treasury regulations.

https://www.irs.gov/forms-pubs/form-8937-report-of-organizational-actions-affecting-basis-of-securities

Please review, complete, execute and return the below Tax Letter and either the Cost Basis word document or the Form 8937, attached documents via e-mail. By requesting cost basis information, Computershare has fulfilled its regulatory obligation. Failure to provide correct basis information may result in a liability to you as an issuer, but if we can provide additional details, please feel free to call upon us.

Additional information may be required based on the completion of the information provided below.

PLEASE NOTE: If 302/304 Tax Reporting is required please reach out to the Corporate Actions Relationship Manager listed on the Wire Instruction Exhibit of this Agreement

Page 22

Year End Tax Reporting Package

Computershare cannot provide tax advice for purposes of completing this worksheet. Please consult your tax counsel to determine your respective tax reporting requirements.

Shareholder accounts without certified TIN, or foreign status on our system of record will be subject to backup withholding tax at the applicable rate in accordance with IRS rules and regulations regarding 1099 tax reporting. The applicable backup withholding tax deducted from their payment will be remitted to the Internal Revenue Service (IRS). Holders will need to claim any refund of over withholding directly from the IRS and not Computershare. Please note residents or holders that are uncertified, and reside in the state of CA will be withheld an additional 7% which will be remitted to the state of CA.

Important: Computershare uses Constructive Receipt reporting for its standard tax reporting default. Deviations from our Standard Default Tax Terms, late submissions and subsequent corrections after the event is over will be subject to additional fees, by appraisal. If Computershare does not receive the completed tax letter by the expiration of the offer /effective date of the distribution or exchange, Computershare will use our Standard Default Tax Terms.

Fair Market Value Reporting (FMV) is subject to additional fees, by appraisal.

Computershare will not be liable for any IRS penalties resulting from any client changes to this tax letter or client delay in any final tax instructions that will alter our initial tax reporting instructions. Should any withholding be remitted late to the IRS as a result of any changes to your initial tax reporting instructions. Company will be responsible for obligations related to penalties and interest as noted under the Section of the Agreement titled “Indemnification and Limitation of Liability.”

Definitions:

Constructive Receipt: Constructive Receipt means that any corporate action exchange proceeds would be reported to the IRS in the year the action is effective, regardless of whether the shareholder has already processed the exchange or not.

Standard Default Tax Terms: The share distribution is considered a non-taxable event with no Fair Market Value Reporting (FMV) on shares. Principal and cash issued in lieu of fractional share issuanceare reported on form 1099B as constructive receipt. In the event of an exchange, dividends declared after the effective date, will accrue on the shares issuable to un-exchanged holders and tax reported “as if” paid currently.

Fair Market Value (FMV) tax reporting: Refers to an exchange where the share consideration) is treated as fully taxable and reportable on Form 1099-B at the per share valuation provided by client.

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Section 8 – Client Information

Client Name: ______________________________________________________________________________________________________________

*Tax ID/EIN: _____________________________________________________________________________________________________________

If FMV reporting is required, the Issuer (Acquirer) will be deemed the payor and you must provide your EIN for reporting purposes. In addition, Client must provide Computershare with completed IRS Form 2678 in order for Computershare to remit any backup withholding tax to the IRS on client’s behalf.

Issue Description/Type:______________________________________________________________________________________________________

CUSIP Number(s):__________________________________________________________________________________________________________

Will you require Computershare to perform FMV tax reporting services for this transaction?

☐ Yes ☐ No***

***	If you mark the above box “No” the value of all newly issued shares will NOT be tax reported to the holders and any cost basis and acquisition date of the surrendered target company shares will be carried over to the new shares. Please refer to Section 3.

Page 24

Section 9

Fair Market Value reporting

We ask that you read each question below carefully and respond to each question accordingly as this questionnaire requires a great deal of attention.

Taxable Event Information

Please check one of the boxes below regarding the following statement.

This event requires Fair Market Value (FMV) reporting on Form 1099-B as the share consideration received in this transaction is a taxable event to former target holders and as such the basis of the new shares received will be the FMV rate and become covered shares (i.e., date of acquisition is the effective date).

True ☐ *False ☐

*	If the above statement is “False”, please provide an explanation as to why:

If the FMV share consideration is nontaxable, and not tax reportable, please confirm by checking a box below:

*True ☐ **False ☐

*	If you selected “True”, please explain briefly why the FMV share consideration is nontaxable, and whether the “cash” (if any) is tax reportable on Form 1099-B:

Page 25

**	If you selected “False” from the above, is the FMV of the share consideration treated as taxable and reportable on a 1099-B?

Yes ☐ *No ☐

*	If you selected “No”, please advise on the IRS Form & box number in which it should be reported:

Gross Proceeds Information

If the transaction with a shareholder should be reported on a 1099-B, and the full amount of the consideration is treated as taxable, is the FMV of the stock consideration, as well as the cash (if any), reportable on Form 1099-B in Box 1d as “Proceeds”?

Yes ☐ *No ☐

*	If you selected “No”, please advise on the rationale as to why the cash and/or stock is not considered as “ proceeds” for 1099-B reporting purposes:

If Form 1099-B reporting is required, should Box 7 on the Form 1099-B (“Check if loss is not allowed based on amount in 1d”) be checked?

Yes ☐ *No ☐

Page 26

Backup Withholding Information

If you selected “Yes” and indicated that FMV of the share consideration is a taxable exchange and reportable on a 1099-B as “Proceeds”,- please advise on the following questions:

•

Is the share consideration subject to backup withholding? (Uncertified accounts would be entitled to a lowered share amount upon exchange due to withholding of shares to satisfy remittance to the IRS.)

Yes ☐ *No ☐

*	If you selected “No”, please provide the basis for selecting “No” so that Tax can review this further.

If you selected “Yes” and indicated that shares are subject to backup withholding, please confirm the following statement by selecting “Issuer/Acquirer Agrees”:

Computershare is hereby authorized by the Issuer/Acquirer to sell the appropriate number of shares from each shareholder’s share entitlement to cover applicable tax withholding obligations. The withholding obligation arises on the date the reportable consideration is paid. The shares sold to fund any backup withholding will be based on the amount of withholding required. The current share price may not be exactly the FMV price and may result in a shortage or overage that will either need to be returned to the company or covered by the company.

Issuer/Acquirer Agrees ☐

If you would prefer that Computershare does not fund the backup withholding obligation by selling the shares, the Issuer/Acquirer can fund the amount of backup withholding required to remit to the IRS in lieu of selling shares. Should you wish to proceed with this alternative, please select the box below:

Yes, we will fund the entire balance due in one single wire to Computershare for the backup withholding obligation ☐

If you checked the box above, to fund the backup withholding on FMV reporting, the funds you provided will be included in a “gross -up” calculation (to increase a net amount to include deductions, such as taxes, that would be incurred by the receiver) reported on a 1099-B as additional proceeds to the holder.

Page 27

Fair Market Value (FMV)

Please provide the value per share associated with the FMV reporting of the share consideration:

Form 8937

Please provide a copy of the Issuer Statement (IRS Form 8937) or link to where the Tax & Cost Basis information can be found. If you are unable to provide the link or information pertaining to the Issuer Statement, you must answer the questions below.

What are the Tax & Cost Basis implications due to this Corporate Action? Please include the details of any calculation that needs to be applied to determine the per share basis of the share consideration received by the target’s holders.

Page 28

EXHIBIT C

SCHEDULE OF FEES

COMPUTERSHARE TRUST COMPANY, N.A.

SUBSCRIPTION AGENT FEE SCHEDULE FOR

[COMPANY NAME] RIGHTS OFFERING

A.	FEES FOR SERVICES *


Subscription Agent Event Management Fee	$	69,480.00
Per subscription form issued and mailed	$	5.00
Per subscription form processed (registered and beneficial)	$	15.00
Per defective subscription form received	$	10.00
Calculating pro-rata items, each	$	8.00
Per notice of guaranteed delivery received	$	20.00
Per refund check issued and mailed, if applicable	$	5.00
Extensions, each	$	2,500
Expiration other than 5pm EST	$	5,000.00

The above fees exclude expenses and assume the use of Computershare’s standard agency agreement and Rights Card. We agree that in the event that the transaction and/or your services are begun but not completed for any reason, the above Event Management fee will be charged, plus the expense(s) associated with work performed up to the point Computershare is notified. It is required that this Agreement be executed on or before the Expiration Time. Mailing and processing will not begin until this Agreement has been executed by Company and Computershare. This fee schedule is based upon information provided to date and may be subject to change.

B.	SERVICES COVERED

•

Designating an operational team to carry out subscription agent duties, including document review and execution of legal agreement, review of subscription form and communication materials, event management, and on-going event updates and reporting

•

Converting [COMPANY NAME] shareholder file to Computershare’s corporate actions system

•

Coordinating the offering with the Depositary Trust Company

•

Interfacing with the information agent

•

Calculating the rights to be distributed to each shareholder

•

Printing shareholder information on the subscription form

•

Coordinating the mailing of subscription materials to shareholders with the information agent

•

Tracking and reporting the number of subscriptions made, as required

•

Processing the rights received and exercised

•

Selling the rights as requested by shareholders

•

Depositing participant checks daily

•

Providing receipt summation of checks received

•

Prorating subscriptions as required

•

Forwarding funds to [Name of Company] at the end of the offering period

•

Calculating, issuing and mailing shares and refund checks

•

Calculating, issuing, mailing and collecting invoices, if applicable

•

Calculating, issuing and mailing of solicitation checks, if applicable

Page 29

C.	ITEMS NOT COVERED

•

Items not specified in the “Services Covered” section set forth in this Agreement, including any services associated with new duties, legislation or regulatory fiat, which become effective after the date of this Agreement (these will be provided on an appraisal basis)

•

Surcharge(s) for services, including, without limitation, Event Management services, rendered outside of normal business hours (i.e. 6:00 p.m. - 8:00 a.m. Monday through Friday, weekends, and U.S. holidays observed by the New York Stock Exchange). Additional fees will be provided on an appraisal basis.

•

All expenses, such as telephone line charges, overprinting, certificates, checks, postage, stationery, wire transfers, and excess material disposal (these will be billed as incurred)

•

Reasonable legal review fees if referred to outside counsel

•

Special reporting requests (including, but not limited to, escheatment, reconciliation and audit reports) and requests to expedite processed items outside of our standard target of 7-10 day turnaround time

D.	ASSUMPTIONS

•

Fee schedule based upon information known at this time about the transaction

•

Significant changes made in the terms or requirements of this transaction could require modifications to this fee schedule

•

Fee schedule must be executed prior to the initial mailing

•

Company responsible for printing of materials (rights card, prospectus and ancillary documents)

•

Material to be mailed to shareholders must be received no less than five (5) business days prior to the start of the mailing event

E.	PAYMENT FOR SERVICES

The Event Management fee will be rendered and payable on the effective date of the transaction. An invoice for any expense and per item fees realized will be rendered and payable on a monthly basis, except for postage expenses in excess of $5,000. Funds for such mailing expenses must be received one (1) business day prior to the scheduled mailing date, provided, however, that Agent shall provide five (5) business days’ notice of any such amount to be paid.

Page 30

LOGO

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

www.georgeson.com

January 8, 2024

Western Asset High Income Fund II Inc.

c/o Franklin Templeton

620 Eighth Avenue, 47th Floor

NEW YORK, NY 10018

Re:

Information Agent

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson LLC (“Georgeson”) by Western Asset High Income Fund II Inc. (the “Fund”) to act as Information Agent in connection with the Fund’s proposed rights offering scheduled for February 2024 (the “Offering”). The term of this Agreement shall be the term of the Offering, including any extensions thereof.

(a)

Services. Georgeson shall perform the services described in the Fees & Services Schedule attached hereto as Appendix I (such services, collectively, the “Services”).

(b)

Fees. In consideration of Georgeson’s performance of the Services, the Fund shall pay Georgeson the amounts, and pursuant to the terms, set forth on the Fees & Services Schedule attached hereto as Appendix I, together with the Expenses (as defined below). The Fund acknowledges and agrees that the Fees & Services Schedule shall be subject to adjustment if the Fund requests Georgeson to provide services with respect to additional matters or a revised scope of work.

(c)

Expenses. In addition to the fees and charges described in paragraphs (b) and (d) hereof, Georgeson shall charge the Fund, and the Fund shall be solely responsible, for the following costs and expenses (collectively, the “Expenses”):

•

costs and expenses incidental to the Offering, including without limitation the mailing or delivery of Offering materials;

•

reasonable costs and expenses relating to Georgeson’s work with its agents or other parties involved in the Offering, including without limitation charges for bank threshold lists, data processing, market information, institutional advisory reports, telephone directory assistance, facsimile transmissions or other forms of electronic communication;

•

reasonable costs and expenses incurred by Georgeson at the Fund’s request or for the Fund’s convenience, including without limitation for copying, printing of additional and/or supplemental material and travel by Georgeson’s personnel; and

•

any other reasonable costs and expenses authorized by the Fund during the course of the Offering, including without limitation those relating to advertising (including production and posting), media relations and analytical services.

LOGO

Western Asset High Income Fund II Inc.

January 8, 2024

Page 2

The Fund shall pay all applicable taxes incurred in connection with the delivery of the Services or Expenses.

(d)

Custodial Charges. Georgeson agrees to check, itemize and pay on the Fund’s behalf the charges of brokers and banks, with the exception of Broadridge Financial Solutions, Inc., Mediant Communications Inc., or Say Technologies LLC (which will bill the Fund directly), for forwarding the Fund’s Offering material to beneficial owners. The Fund shall reimburse Georgeson for such broker and bank charges in the manner described in the Fees & Services Schedule.

(e)

Compliance with Applicable Laws. The Fund and Georgeson hereby represent to one another that each shall comply with all applicable laws relating to the Offering, including, without limitation, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(f)

Indemnification; Limitation of Liability.

(i)

The Fund shall indemnify and hold harmless Georgeson, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Georgeson’s gross negligence, bad faith or willful misconduct.

(ii)

Georgeson shall indemnify and hold harmless the Fund, its affiliates and their respective officers, directors, employees and agents from and against any and all Losses arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of the Fund’s gross negligence, bad faith or willful misconduct

(iii)

Notwithstanding anything herein to the contrary, but without limiting the Fund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.

(iv)

Any liability whatsoever of Georgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Fund to Georgeson (but not including Expenses).

LOGO

Western Asset High Income Fund II Inc.

January 8, 2024

Page 3

(v)

This paragraph (f) shall survive the termination of this Agreement.

(g)

Governing Law. This Agreement shall be governed by the substantive laws of the State of New York without regard to its principles of conflicts of laws, and shall not be modified in any way, unless pursuant to a written agreement which has been executed by each of the parties hereto. The parties agree that any and all disputes, controversies or claims arising out of or relating to this Agreement (including any breach hereof) shall be subject to the jurisdiction of the federal and state courts in New York County, New York and the parties hereby waive any defenses on the grounds of lack of personal jurisdiction of such courts, improper venue or forum non conveniens. The parties waive, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement.

(h)

Relationship. The Fund agrees and acknowledges that Georgeson shall be the primary information agent retained by the Fund in connection with the Offering.

(i)

Confidentiality. Georgeson agrees to preserve the confidentiality of (i) all material non-public information provided by the Fund or its agents for Georgeson’s use in fulfilling its obligations hereunder and (ii) any information developed by Georgeson based upon such material non-public information (collectively, “Confidential Information”); provided that Georgeson may disclose such Confidential Information as required by law and otherwise to its officers, directors, employees, agents or affiliates to the extent reasonably necessary to perform the Services hereunder. For purposes of this Agreement, Confidential Information shall not be deemed to include any information which (w) is or becomes generally available to the public other than as a result of a disclosure by Georgeson or any of its officers, directors, employees, agents or affiliates; (x) was available to Georgeson on a nonconfidential basis and in accordance with law prior to its disclosure to Georgeson by the Fund; (y) becomes available to Georgeson on a nonconfidential basis and in accordance with law from a person other than the Fund or any of its officers, directors, employees, agents or affiliates who is not otherwise bound by a confidentiality agreement with the Fund or is not otherwise prohibited from transmitting such information to a third party; or (z) was independently and lawfully developed by Georgeson without access to the Confidential Information. The Fund agrees that all reports, documents and other work product provided to the Fund by Georgeson pursuant to the terms of this Agreement are for the exclusive use of the Fund and may not be disclosed to any other person or entity without the prior written consent of Georgeson. The confidentiality obligations set forth in this paragraph shall survive the termination of this Agreement.

(j)

Invoices. Invoices for amounts due hereunder shall be delivered to Fund at:

ADDRESS: ____________________________________________________________

ATTENTION:

_____________________________________________________________________

(Contact Name, Email, Phone)

LOGO

Western Asset High Income Fund II Inc.

January 8, 2024

Page 4

(k)

Force Majeure. Georgeson will not be liable for any delay or failure in performance when such delay or failure arises from circumstances beyond its reasonable control, including without limitation acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or any other public health crises, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunctions; provided, that Georgeson shall use commercially reasonable efforts to resume performance as soon as practicable. If any such act occurs, Georgeson shall give prompt written notice to Fund, stating the nature of the act and any action being taken to avoid or minimize its effect.

(l)

Entire Agreement; Appendix. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. The Appendix to this Agreement shall be deemed to be incorporated herein by reference as if fully set forth herein. This Agreement shall be binding upon all successors to the Fund (by operation of law or otherwise).

[Remainder of page intentionally left blank. Signature page follows.]

LOGO

Western Asset High Income Fund II Inc.

January 8, 2024

Page 5

If the above is acceptable, please execute and return the enclosed duplicate of this Agreement to Georgeson LLC, 1290 Avenue of the Americas, 9^th floor, New York, NY 10104, Attention: Christopher M. Hayden.


Sincerely,

GEORGESON LLC

By:
		Christopher M Hayden

Title:		Chief Operating Officer>US


Agreed to and accepted as of the date first set forth above:
Western Asset High Income Fund II Inc.

By:

Title:

LOGO

Western Asset High Income Fund II Inc.

January 8, 2024

Page 6

APPENDIX I

Western Asset High Income Fund II Inc.

FEES & SERVICES SCHEDULE


BASE SERVICES	$	8,500

• Advance review of Offering documents
• Strategic advice relating to the Offering
• Dissemination of Offering documents to bank and broker community
• Communication with bank and broker community during Offering period

NOTE: The foregoing fees are exclusive of Expenses and custodial charges as described in paragraphs (c) and (d) of this Agreement. In addition, the Fund will be charged a fee of $1,000 per extension if the Offering is extended for any reason.


Services	Flat Fee		Unit Fee
Call Center Set-up and Training Fee	$	1,500.00
Calls per call per account contacted (Minimum charge $1,000)			$	6.95
Inbound Calls - Per Minute			$	3.50
Auto Phone Number Look-up per account sent for phone number append			$	0.75
Manual Phone Number Look-up			$	1.50
Manual Dialing			$	1.50
Per extension or subsequent Offeringing period			$	1,000.00

FEE PAYMENT INSTRUCTIONS

The Fund shall pay Georgeson as follows:

•

Upon execution of this Agreement, the Fund shall pay Georgeson $8,500, which amount is in consideration of Georgeson’s commitment to represent the Fund and is non-refundable;

•

If applicable, immediately prior to the commencement of the mailing, the Fund shall advance to Georgeson a portion of anticipated custodial charges; as described in paragraph (d) of this Agreement; and

•

Upon completion of the Offering, the Fund shall pay Georgeson the sum of (i) any variable fees as described above under “Additional Services” which have accrued over the course of the Offering, (ii) all unreimbursed custodial charges, as described in paragraph (d) of this Agreement, and (iii) all Expenses.

Georgeson will send the Fund an invoice for each of the foregoing payments, which invoices will include written transfer instructions.

LOGO

January 29, 2024

Western Asset High Income Fund II Inc.

620 Eighth Avenue, 47^th Floor

New York, New York 10018

Re:

Registration Statement on Form N-2:

1933 Act File No. 333-261721

1940 Act File No. 811-08709

Ladies and Gentlemen:

We have served as Maryland counsel to Western Asset High Income Fund II Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a closed-end management investment company (the “Company”), in connection with certain matters of Maryland law arising out of (a) the issuance of up to 67,526,220 transferable subscription rights (the “Rights”) to holders of record of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and (b) the offering and sale of up to 22,508,740 shares (the “Shares”) of Common Stock upon exercise of the Rights. Each Share is issuable upon the exercise of three Rights. The issuance of the Rights and the Shares is covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1. The Registration Statement, in the form filed with the Commission under the Securities Act and the Investment Company Act;

2. The Prospectus, dated March 23, 2022 (the “Base Prospectus”), included as part of the Registration Statement, as supplemented by the Prospectus Supplement, dated January 29, 2024 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the issuance of the Rights and the Shares, in substantially the form in which it was transmitted to the Commission pursuant to Rule 424(b) under the Securities Act;

3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4. The Third Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

LOGO

Western Asset High Income Fund II Inc.

January 29, 2024

Page 2

5. Resolutions adopted by the Board of Directors of the Company relating to the issuance of the Rights and the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

6. A certificate executed by an officer of the Company, dated as of the date hereof;

7. The Subscription Agent Agreement, dated as of January 25, 2024 (the “Subscription Agent Agreement”), by and among the Company and Computershare, Inc.;

8. The form of Subscription Rights Certificate to subscribe for the Shares (the “Rights Certificate”), certified as of the date hereof by an officer of the Company;

9. A certificate as of a recent date of the SDAT as to the good standing of the Company; and

10. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties,

LOGO

Western Asset High Income Fund II Inc.

January 29, 2024

Page 3

statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. Upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Rights has been duly authorized and, upon issuance and delivery of the Rights Certificate in accordance with the Subscription Agent Agreement, the Rights will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

3. The sale and issuance of the Shares have been duly authorized and, when and if issued and paid for upon exercise of the Rights pursuant to the Resolutions and the Registration Statement and the Prospectus, the Shares will be validly issued, fully paid and nonassessable.

In addition to the assumptions and qualifications set forth above, and without limiting the generality of such assumptions and qualifications, the opinion expressed in paragraph 2 above is also subject to (a) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors, (b) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought and (c) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal law or the laws of any other jurisdiction. We express no opinion as to the applicability or effect of the Investment Company Act or other

LOGO

Western Asset High Income Fund II Inc.

January 29, 2024

Page 4

federal securities laws, or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Venable LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement of Western Asset High Income Fund II Inc. of our report dated June 21, 2023, relating to the financial statements and financial highlights, which appears in Western Asset High Income Fund II Inc.’s Annual Report on Form N-CSR for the year ended April 30, 2023.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

January 26, 2024

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