EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Western Asset High Income Opportunity Fund Inc.:

In planning and performing our audit of the Western Asset High
Income Opportunity Fund Inc. (the ?Fund?), as of and for the year
ended September 30, 2016, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered the Fund?s internal control over financial reporting,
including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose of expressing
an opinion on the effectiveness of the Fund?s internal control
over financial reporting. Accordingly, we express no such
opinion.
Management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A fund?s internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.  A
fund?s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the fund are being made only in
accordance with authorizations of management and directors of the
fund; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or
disposition of the fund?s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a
timely basis. A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material
misstatement of the Fund?s annual or interim financial statements
will not be prevented or detected on a timely basis.
Our consideration of the Fund?s internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States).  However, we noted no deficiencies in the
Fund?s internal control over financial reporting and its
operation, including controls over safeguarding securities that
we consider to be a material weakness as defined above as of
September 30, 2016.
This report is intended solely for the information and use of
management and the Board of Directors of the Western Asset High
Income Opportunity Fund Inc. and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.

/s/ KPMG LLP
New York, New York
November 21, 2016
Page 2

EX-99.77C VOTES

Results of joint special meeting of shareholders

The Joint Special Meeting of Shareholders of the Registrant and Western Asset
Managed High Income Fund Inc. was held on June 30, 2016 and reconvened August
12, 2016, for the purpose of considering and voting upon Proposal 1: To
approve the merger of Western Asset Managed High Income Fund Inc. with and
into the Registrant in accordance with the Maryland General Corporation Law;
and 2: To approve a fundamental investment policy regarding senior
securities. The following table provides information concerning the matters
voted upon at the Meeting:


Proposal 1:
To approve the merger of Western Asset Managed High Income Fund
Inc. with and into the Registrant in accordance with the Maryland
General Corporation Law.

For: 45,246,612     Against: 1,490,972	     Abstain: 1,488,032


Proposal 2B:
To approve a fundamental investment policy regarding senior securities.

For: 44,928,500	    Against: 1,577,163	     Abstain: 1,719,954

EX-99.77D POLICIES

SUB-ITEM 77D


Western Asset High Income Opportunity Fund Inc. (NYSE: HIO)


In connection with the Merger of Western Asset Managed High Income
Fund Inc. (MHY) with and into HIO, MHY and HIO have proposed a
fundamental investment policy regarding senior securities. Since
inception, each Fund has not issued senior securities and has no
intention to do so in the future. At the joint meeting of stockholders,
stockholders of each Fund approved a fundamental investment policy
pursuant to which each Fund may not issue senior securities, except in
accordance with such Fund's policy regarding borrowing money. There
will be no change in how HIO is managed.

EX-99.77M MERGERS

Western Asset High Income Opportunity Fund Inc. Announces
Completion of Merger and Share Conversion Price

NEW YORK, August 29, 2016 / Business Wire / -- Western Asset High
Income Opportunity Fund Inc. (NYSE: HIO) announced today the
completion of the merger of Western Asset Managed High Income
Fund Inc. (previously NYSE: MHY) with and into Western Asset High
Income Opportunity Fund Inc. Effective immediately, MHY
stockholders became HIO stockholders.

Each MHY share converted into an equivalent dollar amount (to
the nearest $0.001) of full shares of HIO. The conversion price
was based on each Fund's net asset value (NAV) per share
calculated at the close of business on Friday, August 26, 2016.

NAV, as of 8/26/16 market close

HIO $5.52
MHY $5.33

The conversion ratio was calculated at 0.964839 common shares of
HIO for each MHY common share. HIO did not issue any fractional
shares to MHY stockholders. In lieu thereof, HIO purchased all
fractional shares at the current NAV and remitted the cash
proceeds to former MHY stockholders in proportion to their
fractional shares.

HIO's post-merger net assets totaled $713,775,892 and its NAV
per common share was $5.52 based on approximately 129,232,295
shares outstanding, as of the close of business on August 26,
2016.

Western Asset High Income Opportunity Fund Inc. Inc. (HIO) is a
closed-end, diversified management investment company. Legg
Mason Partners Fund Advisor, LLC, a wholly owned subsidiary of
Legg Mason, Inc., serves as the Fund's investment manager and
Western Asset Management Company, an affiliate of the investment
manager, serves as the Fund's sub-adviser.

Contact the Fund at 1-888-777-0102 for additional information, or
consult the Fund's web site at www.lmcef.com. Hard copies of
each Fund's complete audited financial statements are available
free of charge upon request.

All data and commentary provided within this press release is
for informational purposes only. Legg Mason, Inc. and its
affiliates do not engage in the sale of shares of the Fund. The
Fund's shares are traded on the New York Stock Exchange.


Media Contact: Maria Rosati, (212)-805-6036, mrosati@leggmason.com

EX-99.77Q1 OTHR EXHB

SUB-ITEM 77Q1(a)


WESTERN ASSET HIGH INCOME OPPORTUNITYFUND INC.

Attached please find the Amended and Restated By-laws for the
Registrant:


		AMENDED AND RESTATED BY-LAWS OF
	WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC.
		A Maryland Corporation

			STOCKHOLDERS

           Annual Meetings.  The annual meeting of the
stockholders of the Western Asset High Income Opportunity Fund
Inc. (the "Corporation") shall be held on a date fixed from
time-to-time by the Board of Directors within the thirty-one
(31) day period ending four (4) months after the end of the
Corporation's fiscal year.  An annual meeting may be held at the
time and at any place within or without of the State of Maryland
as may be determined by the Board of Directors and as shall be
designated in the notice of the meeting.  Any business of the
Corporation may be transacted at an annual meeting without being
specifically designated in the notice unless otherwise provided
by statute, the Corporation's Articles of Incorporation or these
By-Laws.

	Special Meetings.  Special meetings of the
stockholders for any purpose or purposes, unless otherwise
prescribed by statute or by the Corporation's Articles of
Incorporation, may be held at any place within the United
States, and may be called at any time by the Board of Directors
or by the President, and shall be called by the President or
Secretary at the request in writing of a majority of the Board
of Directors or at the request in writing of stockholders
entitled to cast at least a majority of the votes entitled to be
cast at the meeting upon payment by such stockholders to the
Corporation of the reasonably estimated cost of preparing and
mailing a notice of the meeting (which estimated cost shall be
provided to such stockholders by the Secretary of the
Corporation).

	Notice of Meetings.  i) Except as provided in the
Articles of Incorporation, written or printed notice of the
purpose or purposes and of the time and place of every meeting
of the stockholders shall be given by the Secretary of the
Corporation to each stockholder of record entitled to vote at
the meeting, by placing the notice in the mail at least 10 (ten)
days, but not more than 90 (ninety) days, prior to the date
designated for the meeting addressed to each stockholder at his
address appearing on the books of the Corporation or supplied by
the stockholder to the Corporation for the purpose of notice.
The notice of any meeting of stockholders may be accompanied by
a form of proxy approved by the Board of Directors in favor of
the actions or person as the Board of Directors may select.
Notice of any meeting of stockholders shall be deemed waived by
any stockholder who attends the meeting in person or by proxy,
or who before or after the meeting submits a signed waiver of
notice that is filed with the records of the meeting.

	At any annual or special meeting of the
stockholders, only such business shall be conducted as shall
have been properly brought before the meeting.  To be properly
brought before an annual meeting, the business must be (i) (A)
specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (B)
otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (C) otherwise properly
brought before the meeting by a stockholder in accordance with
the paragraphs below and (ii) a proper subject under applicable
law for stockholder action.  To be properly brought before a
special meeting, the business must be (i) (A) specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, or (B) otherwise properly
brought before the meeting by or at the direction of the Board
of Directors and (ii) a proper subject under applicable law for
stockholder action.

	For any stockholder proposal to be presented in
connection with an annual meeting of stockholders of the
Corporation (other than proposals made under Rule 14a-8 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), including any proposal relating to the nomination of a
director to be elected to the Board of Directors of the
Corporation, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation.  To be
timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting
is advanced by more than 30 days or delayed by more than 60 days
from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 90th day prior
to such annual meeting and not later than the close of business
on the later of the 60th day prior to such annual meeting or the
tenth day following the day on which public announcement of the
date of such meeting is first made.

	Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for
election or re-election as a director all information relating
to such person that is required to be disclosed in solicitations
of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Exchange Act
(including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if
elected); (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons
for conducting such business at the meeting and any material
interest in such business of such stockholder and of the
beneficial owner, if any, on whose behalf the proposal is made;
and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made, (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such
beneficial owner and (ii) the class and number of shares of
stock of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.

	Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at any annual or
special meeting except in accordance with the procedures set
forth in this Section 3.  The chairman of the annual or special
meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 3,
and, if he should so determine, he shall so declare to the
meeting that any such business not properly brought before the
meeting shall not be considered or transacted.

	Quorum. Except as otherwise provided by statute or by
the Corporation's Articles of Incorporation, the presence in
person or by proxy of holders of a majority of the shares of
stock of the Corporation entitled to vote at the meeting shall
constitute a quorum at each meeting of the stockholders.  In the
absence of a quorum, the stockholders present in person or by
proxy, by majority vote and without notice other than by
announcement, may adjourn the meeting from time-to-time as
provided in Section 5 of this Article I until a quorum shall
attend.  The stockholders entitled to vote present at any duly
organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.  The absence from any meeting in person or
by proxy of holders of the number of shares of stock of the
Corporation required for action upon any given matter shall not
prevent action at the meeting on any other matter or matters
that may properly come before the meeting, so long as there are
present, in person or by proxy, holders of the number of shares
of stock of the Corporation required for action upon the other
matter or matters.

	Adjournment. Any meeting of the stockholders may be
adjourned from time-to-time, without notice other than by
announcement at the meeting at which the adjournment is taken.
At any adjourned meeting at which a quorum shall be present any
action may be taken that could have been taken at the meeting
originally called.  A meeting of the stockholders may not be
adjourned to a date more than 120 (one hundred twenty) days
after the original record date.

	Organization.  At every meeting of the stockholders,
the Chairman of the Board, or in his absence or inability to
act, the President, or in his absence or inability to act, a
Vice President, or in the absence or inability to act of the
Chairman of the Board, the President and all the Vice
Presidents, a chairman chosen by the stockholders, shall act as
Chairman of the meeting.  The Secretary, or in his absence or
liability to act, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the
minutes of the meeting.

	Order of Business.  The order of business at all
meetings of the stockholders shall be as determined by the
chairman of the meeting.

	Voting.  Each holder of record of shares of stock of
the Corporation having voting power shall be entitled at each
meeting of the stockholders to one vote for every full share of
stock standing in his name on the records of the Corporation as
of the record date determined pursuant to Section 9 of this
Article I and proportionate, fractional votes for fractional
shares held.

	Each stockholder entitled to vote at any
meeting of stockholders may authorize another person or persons
to act as proxy for the stockholder by (a) signing a writing
authorizing another person to act as proxy or (b) any other
means permitted by law.  No proxy shall be valid after the
expiration of eleven months from the date thereof, unless
otherwise provided in the proxy.  Every proxy shall be revocable
at the pleasure of the stockholder executing it, except in those
cases in which the proxy states that it is irrevocable and in
which an irrevocable proxy is permitted by law.

	Fixing of Record Date.  The Board of Directors may set
a record date for the purpose of determining stockholders
entitled to vote at any meeting of the stockholders.  The record
date for a particular meeting shall be not more than 90 (ninety)
nor fewer than 10 (ten) days before the date of the meeting.
All persons who were holders of record of shares as of the
record date of a meeting, and no others, shall be entitled to
vote at such meeting and any adjournment thereof.

	Inspectors.  The Board of Directors may, in advance of
any meeting of stockholders, appoint one or more inspectors to
act at the meeting or at an adjournment of the meeting.  If the
inspectors shall not be so appointed or if any of them shall
fail to appear or act, the chairman of the meeting may appoint
inspectors.  Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath to execute faithfully
the duties of inspector at the meeting with strict impartiality
and according to the best of his ability.  The inspectors shall
determine the number of shares outstanding and the voting power
of each share, the number of shares represented at the meeting,
the existence of a quorum and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do those acts as are proper
to conduct the election or vote with fairness to all
stockholders.  On request of the chairman of the meeting or any
stockholder entitled to vote at the meeting, the inspectors
shall make a report in writing of any challenge, request or
matter determined by them and shall execute a certificate of any
fact found by them.  No director or candidate for the office of
director shall act as inspector of an election of directors.
Inspectors need not be stockholders of the Corporation.

	Consent of Stockholders in Lieu of Meeting.  Except as
otherwise provided by statute or the Corporation's Articles of
Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action that may be taken
at any annual or special meeting of the stockholders, may be
taken without a meeting, without prior notice and without a
vote, if a unanimous written consent that sets forth the action
and is signed by each stockholder entitled to vote on the matter
is filed with the records of the meeting.


		BOARD OF DIRECTORS

	General Powers.  Except as otherwise provided in the
Corporation's Articles of Incorporation, the business and
affairs of the Corporation shall be managed under the direction
of the Board of Directors.  All powers of the Corporation may be
exercised by or under authority of the Board of Directors except
as conferred on or reserved to the stockholders by law, by the
Corporation's Articles of Incorporation or by these By-Laws.

	Number of Directors.  The number of directors and
directorships to be filled by vote of the holders of particular
classes of stock, if applicable, to the exclusion of other
classes of stock, shall be fixed from time-to-time by resolution
of the Board of Directors adopted by a majority of the Directors
then in office.  Any vacancy created by an increase in Directors
may be filled in accordance with Section 6 of this Article II.
No reduction in the number of directors shall have the effect of
removing any director from office prior to the expiration of his
term unless the director is specifically removed pursuant to
Section 5 of this Article II at the time of the decrease.  A
director need not be a stockholder of the Corporation, a citizen
of the United States or a resident of the State of Maryland.

	Election and Term of Directors.  The term of the
office of each director shall be from the time of his election
and qualification until the annual election of directors next
succeeding his election and until his successor shall have been
elected and shall have qualified, or until his death, or until
he shall have resigned or have been removed as provided in these
by-laws, or as otherwise provided by statute or the
Corporation's Articles of Incorporation.

	Resignation.  A director of the Corporation may resign
at any time by giving written notice of his resignation to the
Board of Directors or the Chairman of the Board or to the
President or the Secretary of the Corporation.  Any resignation
shall take effect at the time specified in it or, should the
time when it is to become effective not be specified in it,
immediately upon its receipt.  Acceptance of a resignation shall
not be necessary to make it effective unless the resignation
states otherwise.

	Removal of Directors.  Any director of the Corporation
may be removed for cause (but not without cause) by the
stockholders by a vote of seventy-five percent (75%) of the
votes entitled to be cast for the election of directors.

	Vacancies.  Subject to the provisions of the
Investment Company Act of 1940, as amended, and the
Corporation's Articles of Incorporation, any vacancies in the
Board of Directors, whether arising from death, resignation,
removal or any other cause shall be filled in accordance with
the Articles of Incorporation.

	Place of Meetings.  Meetings of the Board may be held
at any place that the Board of Directors may from time-to-time
determine or that is specified in the notice of the meeting.

	Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice at the time and place
determined by the Board of Directors.

	Special Meetings.  Special meetings of the Board of
Directors may be called by two or more directors of the
Corporation or by the Chairman of the Board or the President.

	Notice of Special Meeting.  Notice of each special
meeting of the Board of Directors shall be given by the
Secretary as hereinafter provided.  Each notice shall state the
time and place of the meeting and shall be delivered to each
director, either personally or by telephone or other standard
form of telecommunication, at least 3 (three) hours before the
time at which the meeting is to be held, or by first-class mail,
postage prepaid, addressed to the director at his residence or
usual place of business, and mailed at least 3 (three) days
before the day on which the meeting is to be held.

	Waiver of Notice of Meetings.  Notice of any special
meeting need not be given to any director who shall, either
before or after the meeting, sign a written waiver of notice
that is filed with the records of the meeting or who shall
attend the meeting.

	Quorum and Voting.  One-third (but not fewer than 2
(two)) of the members of the entire Board of Directors shall be
present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at the
meeting, and except as otherwise expressly required by statute,
the Corporation's Articles of Incorporation, these By-Laws, the
Investment Company Act of 1940, as amended, or any other
applicable statute, the act of a majority of the directors
present at any meeting at which a quorum is present shall be the
act of the Board.  In the absence of a quorum at any meeting of
the Board, a majority of the directors present may adjourn the
meeting to another time and place until a quorum shall be
present.  Notice of the time and place of any adjourned meeting
shall be given to the directors who were not present at the time
of the adjournment and, unless the time and place were announced
at the meeting at which the adjournment was taken, to the other
directors.  At any adjourned meeting at which a quorum is
present, any business may be transacted that might have been
transacted at the meeting as originally called.

	Organization.  The Board of Directors may designate a
Chairman of the Board, who shall preside at each meeting of the
Board and who shall have such other duties as the Board of
Directors may prescribe.  In the absence or inability of the
Chairman of the Board to act, another director, chosen by a
majority of the directors present, shall act as chairman of the
meeting and preside at the meeting.  The Secretary, or, in his
absence or inability to act, any person appointed by the
chairman, shall act as secretary of the meeting and keep the
minutes thereof.

	Committees.  The Board of Directors may designate one
or more committees of the Board of Directors, each consisting of
one or more directors.  To the extent provided in the resolution
designating a committee, and permitted by law, the committee or
committees shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of
the Corporation and may authorize the seal of the Corporation to
be affixed to all papers that may require it.  Any committee or
committees shall have the name or names determined from time-to-
time by resolution adopted by the Board of Directors.  Each
committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.  The members
of a committee present at any meeting, whether or not they
constitute a quorum, may appoint a director to act in the place
of an absent member.

	Written Consent of Directors in Lieu of a Meeting.
Subject to the provisions of the Investment Company Act of 1940,
as amended, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee of the
Board may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

	Telephone Conference.  Members of the Board of
Directors or any committee of the Board may participate in any
Board or committee meeting by means of a conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time.  Participation by such means shall constitute presence in
person at the meeting.

	Compensation.  Each director shall be entitled to
receive compensation, if any, as may from time to time be fixed
by the Board of Directors, including a fee for each meeting of
the Board or any committee thereof, regular or special, he
attends.  Directors may also be reimbursed by the Corporation
for all reasonable expenses incurred in traveling to and from
the place of a Board or committee meeting.

	Director Nominations. b) Only persons who are
nominated in accordance with the procedures set forth in this
Section 18 shall be eligible for election or re-election as
Directors.  Nominations of persons for election or re-election
to the Board of Directors of the Corporation may be made at a
meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the Corporation who is
entitled to vote for the election of such nominee at the meeting
and who complies with the notice procedures set forth in this
Section 18.

	Such nominations, other than those made by
or at the direction of the Board of Directors, shall be made
pursuant to timely notice delivered in writing to the Secretary
of the Corporation.  To be timely, any such notice by a
stockholder must be delivered to or mailed and received at the
principal executive offices of the Corporation not later than 60
days prior to the meeting; provided, however, that if less than
70 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, any such notice by a
stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which
notice of the date of the meeting was given or such public
disclosure was made.

	Any such notice by a stockholder shall set
forth (i) as to each person whom the stockholder proposes to
nominate for election or re-election as a Director, (A) the
name, age, business address and residence address of such
person, (B) the principal occupation or employment of such
person, (C) the class and number of shares of the capital stock
of the Corporation which are beneficially owned by such person
and (D) any other information relating to such person that is
required to be disclosed in solicitations of proxies for the
election of Directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934 or any successor regulation
thereto (including without limitation such person's written
consent to being named in the proxy statement as a nominee and
to serving as a Director if elected and whether any person
intends to seek reimbursement from the Corporation of the
expenses of any solicitation of proxies should such person be
elected a Director of the Corporation); and (ii) as to the
stockholder giving the notice (A) the name and address, as they
appear on the Corporation's books, of such stockholder and (B)
the class and number of shares of the capital stock of the
Corporation which are beneficially owned by such stockholder.
At the request of the Board of Directors any person nominated by
the Board of Directors for election as a Director shall furnish
to the Secretary of the Corporation that information required to
be set forth in a stockholder's notice of nomination which
pertains to the nominee.

	If a notice by a stockholder is required to
be given pursuant to this Section 18, no person shall be
entitled to receive reimbursement from the Corporation of the
expenses of a solicitation of proxies for the election as a
Director of a person named in such notice unless such notice
states that such reimbursement will be sought from the
Corporation.  The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by the
By-Laws, and, if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded
for all purposes.

	Certain Member of Board of Directors.  For purposes of
Article VIII and Article XII of the Corporation's Articles of
Incorporation, certain members of the Board of Directors (a
"Continuing Director") shall mean any member of the Board who is
not a person or affiliate of a person who enters or proposes to
enter into a transaction with the Corporation pursuant to
Section 2(a) of Article VIII of the Articles of Incorporation
and has been a member of the Board for a period of at least
twelve months (or since the commencement of the Corporation's
operations, if less than twelve months), or is a successor to a
Continuing Director who is unaffiliated with a person who enters
or proposes to enter into a transaction with the Corporation
pursuant to Section 2(a) of Article VIII of the Articles of
Incorporation and is recommended to succeed a Continuing
Director by a majority of the Continuing Directors then members
of the Board.


		OFFICERS, AGENTS AND EMPLOYEES

	Number and Qualifications.  The officers of the
Corporation shall be a President, a Secretary and a Treasurer,
each of whom shall be elected by the Board of Directors.  The
Board of Directors may elect or appoint one or more Vice
Presidents and may also appoint any other officers, agents and
employees it deems necessary or proper.  Any two or more offices
may be held by the same person, except the offices of president
and Vice President, but no officer shall execute, acknowledge or
verify in more than one capacity any instrument required by law
to be executed, acknowledged or verified by more than one
officer.  Each officer shall be elected by the Board of
Directors in accordance with the provisions of the Maryland
General Corporation Law and shall serve until his successor
shall have been duly elected and shall have qualified, or until
his death, or until he shall have resigned or have been removed,
as provided in these By-Laws.  The Board of Directors may from
time to time elect, or delegate to the President the power to
appoint, such officers (including one or more Assistant Vice
Presidents, one or more Assistant Treasurers and one or more
Assistant Secretaries) and such agents as may be necessary or
desirable for the business of the Corporation.  Such other
officers and agents shall have such duties and shall hold their
offices for such terms as may be prescribed by the Board or the
appointing authority.

	Resignations.  Any officer of the Corporation may
resign at any time by giving written notice of his resignation
to the Board of Directors, the Chairman of the Board, the
President or the Secretary.  Any resignation shall take effect
at the same time specified therein or, if the time when it shall
become effective is not specified therein, immediately upon its
receipt.  Acceptance of a resignation shall not be necessary to
make it effective unless the resignation states otherwise.

	Removal of Officer, Agent or Employee.  Any officer,
agent or employee of the Corporation may be removed by the Board
of Directors with or without cause at any time, and the Board
may delegate the power of removal as to agents and employees not
elected or appointed by the Board of Directors.  Removal shall
be without prejudice to the person's contract rights, if any,
but the appointment of any person as an officer, agent or
employee of the Corporation shall not of itself create contract
rights.

	Vacancies.  A vacancy in any office whether arising
from death, resignation, removal or any other cause, may be
filled for the unexpired portion of the term of the office that
shall be vacant, in the manner prescribed in these By-Laws for
the regular election or appointment to the office.

	Compensation.  The compensation of the officers of the
Corporation shall be fixed by the Board of Directors, but this
power may be delegated to any officer with respect to other
officers under his control.

	Bonds or Other Security.  If required by the Board,
any officer, agent or employee of the Corporation shall give a
bond or other security for the faithful performance of his
duties, in an amount and with any surety or sureties as the
Board may require.

	President.  The President shall be the chief executive
officer of the Corporation.  In the absence of inability of the
Chairman of the Board (or if there is none) to act, the
President shall preside at all meetings of the stockholders and,
if also a director, of the Board of Directors.  The President
shall have, subject to the control of the Board of Directors,
general charge of the business and affairs of the Corporation,
and may employ and discharge employees and agents of the
Corporation, except those elected or appointed by the Board, and
he may delegate these powers.

	Vice President.  Each Vice President shall have the
powers and perform the duties that the Board of Directors, the
Chairman of the Board or the President may from time to time
prescribe.

	Treasurer.  Subject to the provisions of any contract
that may be entered into with any custodian pursuant to
authority granted by the Board of Directors, the Treasurer shall
have charge of all receipts and disbursements of the Corporation
and shall have or provide for the custody of the Corporation's
funds and securities; he shall have full authority to receive
and give receipts for all money due and payable to the
Corporation, and to endorse checks, drafts and warrants, in its
name and on its behalf and to give full discharge for the same;
he shall deposit all funds of the Corporation, except those that
may be required for current use, in such banks or other places
of deposit as the Board of Directors may from time to time
designate; and, in general, he shall perform all duties incident
to the office of Treasurer and such other duties as may from
time to time be assigned to him by the Board of Directors or the
President.  The Treasurer shall be the chief financial officer
of the Corporation.

	Secretary.  The Secretary shall keep or cause to be kept
in one or more books provided for the purpose, the minutes of
all meetings of the Board of Directors, the committees of the
Board and the stockholders; see that all notices are duly given in
accordance with the provisions of these By-Laws and as required
by law;be custodian of the records and the seal of
the Corporation and affix and attest the seal to all stock
certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its
seal; see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed
are properly kept and filed; andin general, perform all the
duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the Board of
Directors or the President.

	Delegation of Duties.  In case of the absence of any
officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board may confer for
the time being the powers or duties, or any of them, of such
officer upon any other officer or upon any director.


			STOCK

	Stock Certificates. The Board of Directors may
determine to issue certificated or uncertificated shares of
capital stock and other securities of the Corporation.  The
certificates representing shares of stock shall be signed by or
in the name of the Corporation by the President or a Vice
President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and sealed with the seal of
the Corporation.  Any or all of the signatures or the seal on
the certificate may be facsimiles.  In case any officer,
transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such
certificate shall be issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent or
registrar were still in office at the date of issue.

	Transfers of Shares.  Transfers of shares of stock of
the Corporation shall be made on the stock records of the
Corporation only by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the Secretary or with a transfer agent or
transfer clerk, and on surrender of the certificate or
certificates, if issued, for the shares properly endorsed or
accompanied by a duly executed stock transfer power and the
payment of all taxes thereon.  Except as otherwise provided by
law, the Corporation shall be entitled to recognize the
exclusive right of a person in whose name any share or shares
stand on the record of stockholders as the owner of the share or
shares for all purposes, including, without limitation, the
rights to receive dividends or other distributions and to vote
as the owner, and the Corporation shall not be bound to
recognize any equitable or legal claim to or interest in any
such share or shares on the part of any other person.

	Regulations.  The Board of Directors may make any
additional rules and regulations, not inconsistent with these
By-Laws, as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of stock of the
Corporation.  It may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more
transfer clerks and one or more registrars and may require all
certificates for shares of stock to bear the signature or
signatures of any of them.

	Stolen, Lost, Destroyed or Mutilated Certificates.
The holder of any certificate representing shares of stock of
the Corporation shall immediately notify the Corporation of its
theft, loss, destruction or mutilation and the Corporation may
issue a new certificate of stock in the place of any certificate
issued by it that has been alleged to have been stolen, lost or
destroyed or that shall have been mutilated.  The Board may, in
its discretion, require the owner (or his legal representative)
of a stolen, lost, destroyed or mutilated certificate to give to
the Corporation a bond in a sum, limited or unlimited, and in a
form and with any surety or sureties, as the Board in its
absolute discretion shall determine, to indemnify the
Corporation against any claim that may be made against it on
account of the alleged theft, loss or destruction of any such
certificate, or issuance of a new certificate.  Anything herein
to the contrary notwithstanding, the Board of Directors, in its
absolute discretion, may refuse to issue any such new
certificate, except pursuant to legal proceedings under the laws
of the State of Maryland.

	Fixing of Record Date for Dividends, Distributions,
etc. The Board may fix, in advance, a date not more than 90
(ninety) days preceding the date fixed for the payment of any
dividend or the making of any distribution or the allotment of
rights to subscribe for securities of the Corporation, or for
the delivery of evidences of rights or evidences of interests
arising out of any change, conversion or exchange of common
stock or other securities, as the record date for the
determination of the stockholders entitled to receive any such
dividend, distribution, allotment, rights or interests, and in
such case only the stockholders of record at the time so fixed
shall be entitled to receive such dividend, distribution,
allotment, rights or interests.

	Information to Stockholders and Others.  Any
stockholder of the Corporation or his agent may inspect and copy
during the Corporation's usual business hours the Corporation's
By-Laws, minutes of the proceedings of its stockholders, annual
statements of its affairs and voting trust agreements on file at
its principal office.


		INDEMNIFICATION AND INSURANCE

	Indemnification of Directors and Officers.  Any person
who was or is a party or is threatened to be made a party in any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact that such person is a current or former
director or officer of the Corporation, or is or was serving
while a director or officer of the Corporation at the request of
the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee
benefit plan, shall be indemnified by the Corporation against
judgments, penalties, fines, excise taxes, settlements and
reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under the Maryland
General Corporation Law, the Securities Act of 1933 and the
Investment Corporation Act of 1940, as such statutes are now or
hereafter in force, except that such indemnity shall not protect
any such person against any liability to the Corporation or any
stockholder thereof to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct").

	Advances.  Any current or former director or officer
of the Corporation claiming indemnification within the scope of
this Article V shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by
him in connection with proceedings to which he is a party in the
manner and to the full extent permissible under the Maryland
General Corporation Law, the Securities Act of 1933 and the
Investment Corporation Act of 1940, as such statutes are now or
hereafter in force; provided however, that the person seeking
indemnification shall provide to the Corporation a written
affirmation of his good faith belief that the standard of
conduct necessary for indemnification by the Corporation has
been met and a written undertaking to repay any such advance if
it is ultimately determined that he is not entitled to
indemnification, and provided further that at least one of the
following additional conditions is met:  (1) the person seeking
indemnification shall provide a security in form and amount
acceptable to the Corporation for his undertaking; (2) the
Corporation is insured against losses arising by reason of the
advance; or (3) a majority of a quorum of directors of the
Corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Corporation Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion,
shall determine, based on a review of facts readily available to
the Corporation at the time the advance is proposed to be made,
that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to
indemnification.

	Procedure.  At the request of any current or former
director or officer, or any employee or agent whom the
Corporation proposes to indemnify, the Board of Directors shall
determine, or cause to be determined, in a manner consistent
with the Maryland General Corporation Law, the Securities Act of
1933 and the Investment Corporation Act of 1940, as such
statutes are now or hereafter in force, whether the standards
required by this Article V have been met; provided, however,
that indemnification shall be made only following:  (1) a final
decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified was not
liable by reason of disabling conduct or (2) in the absence of
such a decision, a reasonable determination, based upon a review
of the facts, that the person to be indemnified was not liable
by reason of disabling conduct, by (a) the vote of a majority of
a quorum of disinterested non-party directors or (b) an
independent legal counsel in a written opinion.

	Indemnification of Employees and Agents.  Employees
and agents who are not officers or directors of the Corporation
may be indemnified, and reasonable expenses may be advanced to
such employees or agents, in accordance with the procedures set
forth in this Article V to the extent permissible under the
Investment Corporation Act of 1940, the Securities Act of 1933
and the Maryland General Corporation Law, as such statutes are
now or hereafter in force, and to such further extent,
consistent with the foregoing, as may be provided by action of
the Board of Directors or by contract.

	Other Rights.  The indemnification provided by this
Article V shall not be deemed exclusive of any other right, in
respect of indemnification or otherwise, to which those seeking
such indemnification may be entitled under any insurance or
other agreement, vote of stockholders or disinterested directors
or otherwise, both as to action by a director or officer of the
Corporation in his official capacity and as to action by such
person in another capacity while holding such office or
position, and shall continue as to a person who has ceased to be
a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such person.

	Insurance.  The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the
Corporation, or who, while a director, officer, employee or
agent of the Corporation, is or was serving at the request of
the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee
benefit plan, against any liability asserted against and
incurred by him in any such capacity, or arising out of his
status as such, provided that no insurance may be obtained by
the Corporation for liabilities against which it would not have
the power to indemnify him under this Article V or applicable
law.

	Constituent, Resulting or Surviving Corporations.  For
the purposes of this Article V, references to the "Corporation"
shall include all constituent corporations absorbed in a
consolidation or merger as well the resulting or surviving
corporation so that any person who is or was a director,
officer, employee or agent of a constituent corporation or is or
was serving at the request of a constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall
stand in the same position under this Article V with respect to
the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same
capacity.

			   SEAL

	The seal of the Corporation shall be circular in form
and shall bear the name of the Corporation, the year of its
incorporation, the words "Corporate Seal" and "Maryland" and any
emblem or device approved by the Board of Directors.  The seal
may be used by causing it or a facsimile to be impressed or
affixed or in any other manner reproduced, or by placing the
word "(seal)" adjacent to the signature of the authorized
officer of the Corporation.


			FISCAL YEAR

The Corporation's fiscal year shall be fixed by the
Board of Directors.


			AMENDMENTS

	These By-Laws may be amended or repealed by the
affirmative vote of a majority of the entire Board of Directors
at any regular or special meeting of the Board of Directors,
subject to the requirements of the Investment Corporation Act of
1942, as amended.

As adopted:  March 2003
As amended:  August 11, 2016

EX-99.77Q1 OTHR EXHB

		AGREEMENT AND PLAN OF MERGER


      THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made as
of this 26th day of August, between Western Asset Managed High
Income Fund Inc. (the "Acquired Fund"), a Maryland corporation
with its principal place of business at 620 Eighth Avenue, 49th
Floor, New York, New York 10018, and Western Asset High Income
Opportunity Fund Inc. (the "Acquiring Fund"), a Maryland
corporation with its principal place of business at 620 Eighth
Avenue, 49th Floor, New York, New York 10018.

      WHEREAS, each of the Acquired Fund and the Acquiring Fund
is a closed-end management investment company registered
pursuant to the Investment Company Act of 1940, as amended (the
"1940 Act");

      WHEREAS, it is intended that, for United States federal
income tax purposes (i) the transactions contemplated by this
Agreement shall qualify as a "reorganization" within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and (ii)	that the Agreement shall
constitute a "plan of reorganization" for purposes of the Code;

      WHEREAS, the reorganization will consist of the merger of
the Acquired Fund with and into the Acquiring Fund pursuant to
the Maryland General Corporation Law ("MGCL") as provided
herein, and upon the terms and conditions hereinafter set forth
in this Agreement;

      WHEREAS, the Acquired Fund currently owns securities that
are generally assets of the character in which the Acquiring
Fund is permitted to invest;

      WHEREAS, the Board of Directors of the Acquiring Fund (the
"Acquiring Fund Board") has determined, with respect to the
Acquiring Fund, that the Merger (as hereinafter defined) is in
the best interests of the Acquiring Fund and its stockholders and
that the interests of the existing stockholders of the Acquiring
Fund will not be diluted as a result of this transaction;

      WHEREAS, the Board of Directors of the Acquired Fund (the
"Acquired Fund Board") has determined, with respect to the
Acquired Fund, that the Merger (as hereinafter defined) is in
the best interests of the Acquired Fund and its stockholders and
that the interests of the existing stockholders of the Acquired
Fund will not be diluted as a result of this transaction;

      NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter set forth, the parties
hereto, intending to be legally bound, agree as follows:

      1.	BASIC TRANSACTION

      1.1	The Merger.  On and subject to the terms and
conditions of this Agreement, the Acquired Fund will merge with
and into the Acquiring Fund (the "Merger") at the Effective Date
(as defined in paragraph 1.3 below) in accordance with the MGCL.
The Acquiring Fund shall be the surviving corporation and an
investment company registered pursuant to the 1940 Act.  The
Acquired Fund shall cease to exist as a separate corporation and
an investment company.


      Each share of Acquired Fund's common stock, par value $0.001
per share (the "Acquired Fund Common Stock"), issued and
outstanding immediately prior to the Effective Date will be
converted into an equivalent dollar amount (to the nearest one
tenth of one cent) of full shares of Acquiring Fund Common Stock
(as defined in paragraph 2.1(p)), based on the net asset value
per share of each of the parties at 4:00 p.m. Eastern Time on
the Business Day prior to the Effective Date (the "Valuation
Time").  No fractional shares of Acquiring Fund Common Stock
will be issued to the holders of Acquired Fund Common Stock.  In
lieu thereof, the Acquiring Fund will purchase all fractional
shares of Acquiring Fund Common Stock for cash at the current
net asset value per share of the Acquiring Fund Common Stock for
the account of all holders of fractional interests, and each
such holder will receive such holder's pro rata share of the
proceeds of such purchase.  The Effective Date and the Business
Day prior to it must each be a day on which the New York Stock
Exchange is open for trading (a "Business Day").

      From and after the Effective Date, the Acquiring Fund shall
possess all of the properties, assets, rights, privileges and
powers and shall be subject to all of the restrictions,
liabilities, obligations, disabilities and duties of the
Acquired Fund (other than the investment objectives, policies,
strategies or limitations of the Acquired Fund, whether
fundamental or non- fundamental), all as provided under Maryland
law.

      1.2	Actions at Closing.  At the closing of the transactions
contemplated by this Agreement (the "Closing") on the date
thereof (the "Closing Date"), (i) the Acquired Fund will deliver
to the Acquiring Fund the various certificates and documents
referred to in Article 6 below, (ii) the Acquiring Fund will
deliver to the Acquired Fund the various certificates and
documents referred to in Article 5 below, (iii) the Acquired Fund
will file with the State Department of Assessments and Taxation
of Maryland (the "Department") articles of merger (the "Articles
of Merger") and make all other filings or recordings required by
Maryland law in connection with the Merger.

      1.3	Effect of Merger.  Subject to the requisite approvals
of the stockholders of the Acquired Fund and the Acquiring Fund,
and to the other terms and conditions described herein, the
Merger shall become effective at such time as the Articles of
Merger are accepted for record by the Department or at such
later time, not to exceed 30 days after such acceptance, as is
specified in the Articles of Merger (the "Effective Date"), and
the separate corporate existence of the Acquired Fund shall
cease.  As promptly as practicable after the Merger, the Acquired
Fund shall delist the Acquired Fund Common Stock from the New
York Stock Exchange ("NYSE") and its registration under the 1940
Act shall be terminated. Any reporting responsibility of the
Acquired Fund is, and shall remain, the responsibility of the
Acquired Fund up to and including the Effective Date.


	2.	REPRESENTATIONS AND WARRANTIES

      2.1	Representations and Warranties of the Acquiring Fund.
The Acquiring Fund represents and warrants to the Acquired Fund
that the statements contained in this paragraph 2.1 are correct
and complete in all material respects as of the execution of
this Agreement on the date hereof.  The Acquiring Fund
represents and warrants to, and agrees with, the Acquired Fund
that:

      (a)	The Acquiring Fund is a corporation duly organized,
validly existing under the laws of the State of Maryland and is
in good standing with the Department, and has the power to own
all of its assets and to carry on its business as it is now
being conducted and to carry out this Agreement.

      (b)	The Acquiring Fund is duly registered under the 1940
Act as a diversified, closed- end management investment company
(File No. 811-07921) and such registration has not been revoked
or rescinded and is in full force and effect. The Acquiring Fund
is qualified as a foreign corporation in every jurisdiction
where required, except to the extent that failure to so qualify
would not have a material adverse effect on the Acquiring Fund.

      (c)	No consent, approval, authorization or order of any
court or governmental authority is required for the consummation
by the Acquiring Fund of the transactions contemplated herein,
except (i) such as have been obtained or applied for under the
Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934, as amended (the "1934 Act"),
and the 1940 Act, (ii) such as may be required by state
securities laws and (iii) such as may be required under Maryland
law for the acceptance for record of the Articles of Merger by
the Department.

      (d)	The Acquiring Fund is not, and the execution,
delivery and performance of this Agreement by the Acquiring Fund
will not result, in violation of the laws of the State of Maryland
or of the charter of the Acquiring Fund (the "Acquiring Fund Charter")
or the Bylaws, as amended (the "Acquiring Fund Bylaws"), of the
Acquiring Fund, or of any material agreement, indenture,
instrument, contract, lease or other undertaking to which the
Acquiring Fund is a party or by which it is bound, and the
execution, delivery and performance of this Agreement by the
Acquiring Fund will not result in the acceleration of any
obligation, or the imposition of any penalty, under any
agreement, indenture, instrument, contract, lease, judgment or
decree to which the Acquiring Fund is a party or by which it is
bound.

      (e)	The Acquiring Fund has been furnished with the
Acquired Fund's Annual Report to Stockholders for the year ended
February 29, 2016.

      (f)	The Acquired Fund has been furnished with the
Acquiring Fund's (i) Annual Report to Stockholders for the
year ended September 30, 2015 and (ii) Semi-Annual Report to
Stockholders for the period ended March 31, 2016.

      (g)	The Acquiring Fund has full power and authority to
enter into and perform its obligations under this Agreement.
The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action of the Acquiring
Fund Board, and, subject to stockholder approval, this
Agreement constitutes a valid and binding contract enforceable
in accordance with its terms, subject to the effects of
bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors' rights
generally and court decisions with respect thereto.

      (h)	No material litigation or administrative proceeding
or investigation of or before any court or governmental body
is presently pending (in which service of process has been
received) or to its knowledge threatened against the Acquiring
Fund or any properties or assets held by it. The Acquiring Fund
knows of no facts that might form the basis for the institution
of such proceedings which would materially and adversely affect
its business and is not a party to or subject to the provisions
of any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or its
ability to consummate the transactions herein contemplated.

      (i)	There are no material contracts outstanding to which
the Acquiring Fund is a party that have not been disclosed in
the Registration Statement (as defined in paragraph 2.1(n)
below) or will not be otherwise disclosed to the Acquired Fund
prior to the Effective Date.

      (j)	Since March 31, 2016, there has not been any material
adverse change in the Acquiring Fund's financial condition,
assets, liabilities or business and the Acquiring Fund has no
known liabilities of a material amount, contingent or otherwise,
required to be disclosed in a balance sheet with GAAP other than
those shown on the Acquiring Fund's statements of assets,
liabilities and capital referred to above, those incurred in the
ordinary course of its business as an investment company since
March 31, 2016, and those incurred in connection with the
Merger. Prior to the Effective Date, the Acquiring Fund will
advise the Acquired Fund in writing of all known liabilities,
contingent or otherwise, whether or not incurred in the ordinary
course of business, existing or accrued.  For purposes of this
paragraph 2.1(j), a decline in net asset value per share of the
Acquiring Fund due to declines in market values of securities in
the Acquiring Fund's portfolio or the discharge of the Acquiring
Fund liabilities will not constitute a material adverse change.

      (k)	All material federal and other tax returns and
information reports of the Acquiring Fund required by law to
have been filed shall have been timely filed (including any
extensions) and are or will be correct in all material respects,
and all federal and other taxes shown as due or required to be
shown as due on said returns and reports shall have been paid or
provision shall have been made for the payment thereof, and, to
the best of the Acquiring Fund's knowledge, no such return is
currently under audit and no assessment has been asserted with
respect to such returns.  All tax liabilities of the Acquiring
Fund have been adequately provided for on its books, and no tax
deficiency or liability of the Acquiring Fund has been asserted
and no question with respect thereto has been raised by the
Internal Revenue Service or by any state or local tax authority
for taxes in excess of those already paid, up to and including
the taxable year in which the Effective Date occurs.

      (l)	The Acquiring Fund has elected to be treated as a
regulated investment company (a "RIC") for U.S. federal income
tax purposes and for each taxable year of its operation, the
Acquiring Fund has met the requirements of Subchapter M of the
Code for qualification as a RIC and has been eligible to and has
computed its federal income tax under Section 852 of the Code.
The Acquiring Fund intends to continue to meet such requirements
and to so compute its federal income tax for each subsequent
taxable year.

      (m)	The Acquiring Fund has not taken any action and does
not know of any fact or circumstance that could reasonably be
expected to prevent the Merger from qualifying as a
reorganization within the meaning of Section 368(a) of the
Code.


      (n)	The registration statement has been filed with the
Securities and Exchange Commission (the "SEC") by the Acquiring
Fund on Form N-14 relating to the Acquiring Fund Common Stock to
be issued pursuant to this Agreement, and any supplement or
amendment thereto or to the documents therein (as amended, the
"Registration Statement"), on the effective date of the
Registration Statement, at the time of the stockholders' meeting
referred to in Article 4 of this Agreement and at the Effective
Date, insofar as it relates to the Acquiring Fund (i) shall have
complied or will comply in all material respects with the
provisions of the 1933 Act, the 1934 Act and the 1940 Act and
the rules and regulations thereunder and (ii) did not or will
not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading; and the
prospectus included therein did not or will not contain any
untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in
this paragraph 2.1(n) shall not apply to statements in, or
omissions from, the Registration Statement made in reliance upon
and in conformity with information furnished by the Acquired
Fund for use in the Registration Statement.

      (o)	All issued and outstanding shares of Acquiring Fund
Common Stock (i) have been offered and sold in compliance in all
material respects with applicable registration requirements of
the 1933 Act and state securities laws, (ii) are, and on the
Effective Date will be, duly and validly issued and outstanding,
fully paid and non-assessable, and (iii) will be held at the
time of the Closing by the persons and in the amounts set forth
in the records of the transfer agent.  The Acquiring Fund does
not have outstanding any options, warrants or other rights to
subscribe for or purchase any shares of Acquiring Fund Common
Stock, nor is there outstanding any security convertible into,
or exchangeable for, any shares of Acquiring Fund Common Stock.

      (p)	The Acquiring Fund is authorized to issue 500,000,000
shares of capital stock, par value $0.001 per share, all of
which shares are classified as Common Stock (the "Acquiring
Fund Common Stock"); each outstanding share of which is fully
paid, non-assessable and has full voting rights.

      (q)	The offer and sale of the shares of Acquiring Fund
Common Stock to be issued pursuant to this Agreement will be in
compliance with all applicable federal and state securities
laws.

      (r)	At or prior to the Effective Date, the Acquiring Fund
will have obtained any and all regulatory, board and
stockholder approvals necessary to issue the shares of
Acquiring Fund Common Stock to be issued pursuant to this
Agreement.

      (s)	The books and records of the Acquiring Fund made
available to the Acquired Fund are substantially true and
correct and contain no material misstatements or omissions with
respect to the operations of the Acquiring Fund.

      (t)	The Acquiring Fund Board has not adopted a resolution
electing to be subject to the Maryland Business Combination Act
or the Maryland Control Share Acquisition Act.


      2.2	Representations and Warranties of the Acquired Fund.
The Acquired Fund represents and warrants to the Acquiring Fund
that the statements contained in this paragraph 2.2 are correct
and complete in all material respects as of the execution of
this Agreement on the date hereof.  The Acquired Fund represents
and warrants to, and agrees with, the Acquiring Fund that:

      (a)	The Acquired Fund is a corporation duly organized,
validly existing under the laws of the State of Maryland and is
in good standing with the Department, and has the power to own
all of its assets and to carry on its business as it is now
being conducted and to carry out this Agreement.

      (b)	The Acquired Fund is duly registered under the 1940 Act
as a closed-end, diversified management investment company (File
No. 811-07396), and such registration has not been revoked or
rescinded and is in full force and effect.  The Acquired Fund is
qualified as a foreign corporation in every jurisdiction where
required, except to the extent that failure to so qualify would
not have a material adverse effect on the Acquired Fund.

      (c)	No consent, approval, authorization or order of any
court or governmental authority is required for the consummation
by the Acquired Fund of the transactions contemplated herein,
except (i) such as have been obtained or applied for under the
1933 Act, the 1934 Act and the 1940 Act, (ii) such as may be
required by state securities laws and (iii) such as may be
required under Maryland law for the acceptance for record of the
Articles of Merger by the Department.

      (d)	The Acquired Fund is not, and the execution, delivery
and performance of this Agreement by the Acquired Fund will not
result, in violation of the laws of the State of Maryland or of
the charter of the Acquired Fund (the "Acquired Fund Charter") or
the Bylaws, as amended (the "Acquired Fund Bylaws"), of the
Acquired Fund, or of any material agreement, indenture,
instrument, contract, lease or other undertaking to which the
Acquired Fund is a party or by which it is bound, and the
execution, delivery and performance of this Agreement by the
Acquired Fund will not result in the acceleration of any
obligation, or the imposition of any penalty, under any
agreement, indenture, instrument, contract, lease, judgment or
decree to which the Acquired Fund is a party or by which it is
bound.

      (e)	The Acquired Fund has been furnished with the
Acquiring Fund's (i) Annual Report to Stockholders for the
year ended September 30, 2015 and (ii) Semi-Annual Report to
Stockholders for the period ended March 31, 2016.

      (f)	The Acquiring Fund has been furnished with the
Acquired Fund's Annual Report to Stockholders for the year ended
February 28, 2015.

      (g)	The Acquired Fund has full power and authority to
enter into and perform its obligations under this Agreement.
The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action of the Acquired
Fund Board, and, subject to stockholder approval, this
Agreement constitutes a valid and binding contract enforceable
in accordance with its terms, subject to the effects of
bankruptcy, insolvency, moratorium,fraudulent conveyance and similar
laws relating to or affecting creditors' rights generally and court
decisions with respect thereto.

      (h)	No material litigation or administrative proceeding
or investigation of or before any court or governmental body is
presently pending (in which service of process has been
received) or to its knowledge threatened against the Acquired
Fund or any properties or assets held by it. The Acquired Fund
knows of no facts that might form the basis for the institution
of such proceedings which would materially and adversely affect
its business and is not a party to or subject to the provisions
of any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or its
ability to consummate the transactions herein contemplated.

      (i)	There are no material contracts outstanding to which
the Acquired Fund is a party that have not been disclosed in the
Registration Statement or will not be otherwise disclosed to the
Acquiring Fund prior to the Effective Date.

      (j)	Since February 29, 2016, there has not been any
material adverse change in the Acquired Fund's financial
condition, assets, liabilities or business and the Acquired Fund
has no known liabilities of a material amount, contingent or
otherwise, required to be disclosed in a balance sheet in
accordance with GAAP other than those shown on the Acquired
Fund's statements of assets, liabilities and capital referred to
above, those incurred in the ordinary course of its business as
an investment company since February 29, 2016, and those incurred
in connection with the Merger.  Prior to the Effective Date, the
Acquired Fund will advise the Acquiring Fund in writing of all
known liabilities, contingent or otherwise, whether or not
incurred in the ordinary course of business, existing or accrued.
For purposes of this paragraph 2.2(j), a decline in net asset
value per share of the Acquired Fund due to declines in market
values of securities in the Acquired Fund's portfolio or the
discharge of the Acquired Fund liabilities will not constitute a
material adverse change.

      (k)	All material federal and other tax returns and
information reports of the Acquired Fund required by law to have
been filed shall have been timely filed (including any
extensions) and are or will be correct in all material respects,
and all federal and other taxes shown as due or required to be
shown as due on said returns and reports shall have been paid or
provision shall have been made for the payment thereof, and, to
the best of the Acquired Fund's knowledge, no such return is
currently under audit and no assessment has been asserted with
respect to such returns.  All tax liabilities of the Acquired
Fund have been adequately provided for on its books, and no tax
deficiency or liability of the Acquired Fund has been asserted
and no question with respect thereto has been raised by the
Internal Revenue Service or by any state or local tax authority
for taxes in excess of those already paid, up to and including
the taxable year in which the Effective Date occurs.

      (l)	The Acquired Fund has elected to be treated as a RIC
for U.S. federal income tax purposes and for each taxable year
of its operation, the Acquired Fund has met the requirements of
Subchapter M of the Code for qualification as a RIC and has been
eligible to and has computed its federal income tax under
Section 852 of the Code. The Acquired Fund intends to continue
to meet such requirements and to so compute its federal income
tax for the taxable year ending on the Effective Date.

      (m)	The Acquired Fund has not taken any action and does
not know of any fact or circumstance that could reasonably be
expected to prevent the Merger from qualifying as a
reorganization within the meaning of Section 368(a) of the
Code.

      (n)	The Registration Statement, on the effective date of
the Registration Statement, at the time of the stockholders'
meetings referred to in Article 4 of this Agreement and at the
Effective Date, insofar as it relates to the Acquired Fund (i)
shall have complied or will comply in all material respects with
the provisions of the 1933 Act, the 1934 Act and the 1940 Act
and the rules and regulations thereunder and (ii) did not or
will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; and the
prospectus included therein did not or will not contain any
untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in
this paragraph 2.2(n) shall only apply to statements in, or
omissions from, the Registration Statement made in reliance upon
and in conformity with information furnished by the Acquiring
Fund for use in the Registration Statement.

      (o)	All issued and outstanding shares of Acquired Fund
Common Stock (i) have been offered and sold in compliance in all
material respects with applicable registration requirements of
the 1933 Act and state securities laws, (ii) are, and on the
Effective Date will be, duly and validly issued and outstanding,
fully paid and non-assessable, and (iii) will be held at the
time of the Closing by the persons and in the amounts set forth
in the records of the transfer agent as provided in paragraph
4.7.  The Acquired Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any shares
of Acquired Fund Common Stock, nor is there outstanding any
security convertible into, or exchangeable for, any shares of
Acquired Fund Common Stock.

      (p)	The books and records of the Acquired Fund made
available to the Acquiring Fund are substantially true and
correct and contain no material misstatements or omissions with
respect to the operations of the Acquired Fund.

      (q)	The Acquired Fund Board has not adopted a resolution
electing to be subject to the Maryland Business Combination
Act or the Maryland Control Share Acquisition Act.

      (r)	At or prior to the Effective Date, the Acquired Fund
will have obtained any and all regulatory, board and
stockholder approvals necessary to enter into and consummate
the transactions contemplated by this Agreement.


      3.	EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
		ACQUIRED FUND

      3.1	Conversion of Acquired Fund Common Stock.

      (a)	Conversion.  Subject to the requisite approval of the
stockholders of the Acquired Fund and the Acquiring Fund, and
the other terms and conditions contained herein, on the
Effective Date, each share of Acquired Fund Common Stock will be
converted into an equivalent dollar amount (to the nearest one
tenth of one cent) of full shares of Acquiring Fund Common
Stock, computed based on the net asset value per share of each
of the parties at the Valuation Time (the "Common Stock
Consideration").  No fractional shares of Acquiring Fund Common
Stock will be issued to the holders of Acquired Fund Common
Stock.  In lieu thereof, the Acquiring Fund will purchase all
fractional shares of Acquiring Fund Common Stock for cash at the
current net asset value per share of Acquiring Fund Common Stock
for the account of all holders of fractional interests, and each
such holder will receive such holder's pro rata share of the
proceeds of such purchase (the "Common Cash Consideration" and,
together with Common Stock Consideration, the "Merger
Consideration").

      (b)	Computation of Net Asset Value. The net asset value
per share of the Acquired Fund Common Stock and the Acquiring
Fund Common Stock shall be determined as of the Valuation Time,
and no formula will be used to adjust the net asset value per
share so determined of either of the parties' common stock to
take into account differences in realized and unrealized gains
and losses. The value of the assets of the Acquired Fund to be
transferred to the Acquiring Fund shall be determined by the
Acquiring Fund pursuant to the principles and procedures
consistently utilized by the Acquiring Fund in valuing its own
assets and determining its own liabilities for purposes of the
Merger, which principles and procedures are substantially similar
to those employed by the Acquired Fund when valuing its own
assets and determining its own liabilities.  Such valuation and
determination shall be made by the Acquiring Fund in
cooperation with the Acquired Fund and shall be confirmed in
writing by the Acquiring Fund to the Acquired Fund.  The net
asset value per share of Acquiring Fund Common Stock shall be
determined in accordance with such procedures, and the Acquiring
Fund shall certify the computations involved.

      (c)	Cancellation of Acquired Fund Common Stock. On the
Effective Date, all shares of the Acquired Fund Common Stock
shall cease to be outstanding, shall automatically be cancelled
and shall cease to exist and the holders of certificates (the
"Common Certificates") or book entry shares ("Common Book-Entry
Shares") which, immediately prior to the Effective Date,
represented such shares of the Acquired Fund Common Stock shall
cease to have any rights with respect thereto, except the right
to receive, upon surrender of such Common Certificates or Common
Book-Entry Shares in accordance with paragraph 3.2, the Merger
Consideration.

      3.2	Surrender of Shares.

      (a)	Paying Agent. Prior to the Effective Date, the
Acquiring Fund shall designate American Stock Transfer & Trust
Company as paying agent for the payment of the Merger
Consideration (the "Paying Agent") as provided in this Article
3.  At or prior to the Closing, the Acquiring Fund shall deposit
(or cause to be deposited) with the Paying Agent, for the
benefit of the holders of Certificates or Book-Entry Shares,
cash in an amount sufficient to make all payments of Common Cash
Consideration pursuant to paragraph 3.1(a) (the "Cash
Consideration").  Such funds may be invested by the Paying Agent
as directed by the Acquiring Fund; provided that (a) no such
investment or losses thereon shall affect the Cash Consideration
payable to the holders of Acquired Fund Common Stock, and
following any losses, the Acquiring Fund shall promptly deposit
(or cause to be deposited) additional funds to the Paying Agent
for the benefit of the stockholders of the Acquired Fund in the
amount of any such losses and (b) such investments shall be in
short-term obligations of the United States of America with


maturities of no more than 30 days or guaranteed by the United
States of America and backed by the full faith and credit of the
United States of America or in commercial paper obligations
rated A-1 or P-1 or better by Moody's Investors Service, Inc. or
Standard & Poor's Corporation, respectively.  Any interest or
income produced by such investments will be payable to the
Acquiring Fund, as the Acquiring Fund directs.

     (b)	Payment Procedures.

            (i)	As promptly as practicable after the Effective
Date, the Acquiring Fund shall cause to be mailed to each record
holder, as of the Effective Date, of a Certificate or a Book-
Entry Share a letter of transmittal (which shall be in customary
form and shall specify that delivery shall be effected, and risk
of loss and title to the Certificates shall pass, only upon
proper delivery of the Certificates to the Paying Agent or, in
the case of Book-Entry Shares, upon adherence to the procedures
set forth in the letter of transmittal) and instructions for use
in effecting the surrender of the Certificates or, in the case
of Book-Entry Shares, the surrender of such shares for payment
of the Merger Consideration.

           (ii) Upon surrender to the Paying Agent of Common
Certificates or of Common Book-Entry Shares, together with such
letter of transmittal, duly completed and validly executed in
accordance with the instructions thereto, and such other
documents as may be required pursuant to such instructions, the
holder of such Common Certificates or Common Book-Entry Shares
shall be entitled to receive in exchange therefor (i) Common
Stock Consideration in the form of separate certificates or
share deposit receipts for Acquiring Fund Common Stock and (ii)
cash in an amount equal to the Common Cash Consideration, for
each share formerly represented by such Common Certificate or
Common Book-Entry Shares (less any required withholding taxes)
and such Common Certificate or Common Book-Entry Shares shall
then be canceled.  No interest shall be paid or accrued for the
benefit of holders of the Common Certificates or Common Book-
Entry Shares on the Common Cash Consideration.

            (iii) If payment of the Merger Consideration is to be
made to a person other than the person in whose name the
surrendered Certificate or Book-Entry Share is registered, it
shall be a condition of payment that the Certificate or Book-
Entry Share so surrendered shall be properly endorsed or shall
be otherwise in proper form for transfer and that the person
requesting such payment shall have paid any transfer and other
taxes required by reason of the payment of the Merger
Consideration, as applicable, to a person other than the
registered holder of the Certificate or Book-Entry Share
surrendered or shall have established to the satisfaction of the
Acquiring Fund that such tax either has been paid or is not
applicable.

            (iv) Until surrendered as contemplated by, and in
accordance with, this paragraph 3.2, each Certificate and each
Book-Entry Share shall be deemed at any time after the
Effective Date to represent only the right to receive upon such
surrender the applicable Merger Consideration as contemplated
by this paragraph 3.

            (v)	At any time following the date that is six months
after the Effective Date, the Acquiring Fund shall be entitled
to require the Paying Agent to deliver to it any funds
(including any interest received with respect thereto) which
have been deposited with the Paying Agent and which have not
been disbursed to holders of Certificates or Book-Entry Shares
and thereafter such holders shall be entitled to look to the
Acquiring Fund (subject to abandoned property, escheat or other
similar laws) only as general creditors thereof with respect to
the Merger Consideration payable (without interest) upon due
surrender of their Certificates or Book-Entry Shares.  The
Acquiring Fund shall pay all charges and expenses, including
those of the Paying Agent, in connection with the exchange
of Acquired Fund Common Stock for Merger Consideration.  None of
the Acquiring Fund, the Acquired Fund or the Paying Agent shall be
liable to any person in respect of any cash delivered to a
public official pursuant to any applicable abandoned property,
escheat or similar law.  Any Cash Consideration remaining
unclaimed as of a date which is immediately prior to such time
as such amounts would otherwise escheat to or become property of
any governmental entity shall, to the extent permitted by
applicable law, become the property of the Acquiring Fund free
and clear of any claims or interests of any person previously
entitled thereto.  All cash paid in accordance with the terms of
this Article 3 in respect of Certificates or Book-Entry Shares
that have been surrendered in accordance with the terms of this
Agreement shall be deemed to have been paid in full satisfaction
of all rights pertaining to the shares of Acquired Fund Common
Stock represented thereby.

            (vi) After the Effective Date, the stock transfer
books of the Acquired Fund shall be closed and thereafter there
shall be no further registration of transfers of Acquired Fund
Common Stock that were outstanding prior to the Effective Date.
After the Effective Date, Certificates or Book-Entry Shares
presented to the Paying Agent for transfer shall be canceled and
exchanged for the Merger Consideration, as applicable, provided
for, and in accordance with the procedures set forth in, this
Article 3.

      3.3	Withholding Taxes. The Acquiring Fund or the Paying
Agent will be entitled to deduct and withhold from amounts
otherwise payable pursuant to this Agreement to any holder of
shares of Acquired Fund Common Stock such amounts as the
Acquiring Fund or the Paying Agent shall determine in good faith
are required to be deducted and withheld with respect to such
payments under the Code and the rules and Treasury Regulations
promulgated thereunder, or any provision of state, local or
foreign tax law.  Any amounts so deducted and withheld will be
timely paid to the applicable tax authority and will be treated
for all purposes of this Agreement as having been paid to the
holder of the shares of Acquired Fund Common Stock  in respect of
which such deduction and withholding was made.

      3.4	Lost, Stolen or Destroyed Certificates.  In the event
any Certificate has been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming such
Certificate to be lost, stolen or destroyed and, if required by
the Acquiring Fund, the posting by such person of a bond in
customary amount and upon such terms as the Acquiring Fund may
determine are necessary as indemnity against any claim that may
be made against it with respect to such Certificate, the Paying
Agent will issue in exchange for such lost, stolen or destroyed
Certificate the Merger Consideration, as applicable, pursuant to
this Agreement.


	4.	COVENANTS

      4.1	Operations in the Normal Course. Each party covenants
to operate its business in the ordinary course between the date
hereof and the Effective Date, it being understood that such
ordinary course of business will include (i) the declaration and
payment of customary dividends


and other distributions and (ii) in the case of the Acquired
Fund, preparing for its deregistration, except that the
distribution of dividends pursuant to paragraph 6.6 of this
Agreement shall not be deemed to constitute a breach of the
provisions of this paragraph 4.1.

      4.2	Stockholders' Meetin gs .

      (a)	The Acquired Fund and the Acquiring Fund shall hold a
meeting of its respective stockholders for the purpose of
considering the Merger as described herein, which meeting has
been called for June 30, 2016, and any adjournments or
postponements thereof.

      (b)	The Acquired Fund and the Acquiring Fund mailed to
each of its respective stockholders of record entitled to vote
at the meeting of stockholders at which action is to be
considered regarding the Merger, in sufficient time to comply
with requirements as to notice thereof, a combined Proxy
Statement and Prospectus which complies in all material respects
with the applicable provisions of Section 14(a) of the 1934 Act
and Section 20(a) of the 1940 Act, and the rules and
regulations, respectively, thereunder.

      4.3	Articles of Merger.  The parties agree that, as soon as
practicable after satisfaction of all conditions to the Merger,
they will jointly file executed Articles of Merger with the
Department and make all other filings or recordings required by
Maryland law in connection with the Merger.

      4.4	Regulatory Filings.

      (a)	The Acquired Fund undertakes that, if the Merger is
consummated, it will file, or cause its agents to file, an
application pursuant to Section 8(f) of the 1940 Act for an
order declaring that the Acquired Fund has ceased to be a
registered investment company.

      (b)	The Acquiring Fund has filed the Registration
Statement with the SEC, which has become effective.  The
Acquired Fund agrees to cooperate fully with the Acquiring Fund,
and has furnished to the Acquiring Fund the information relating
to itself to be set forth in the Registration Statement as
required by the 1933 Act, the 1934 Act, the 1940 Act, and the
rules and regulations thereunder and the state securities or
blue sky laws.

      4.5	Preservation of Assets. The Acquiring Fund agrees that
it has no plan or intention to sell or otherwise dispose of the
assets of the Acquired Fund to be acquired in the Merger, except
for dispositions made in the ordinary course of business.

      4.6	Tax Matters. Each of the parties agrees that by the
Effective Date all of its federal and other tax returns and
reports required to be filed on or before such date shall have
been filed and all taxes shown as due on said returns either
have been paid or adequate liability reserves have been provided
for the payment of such taxes.  In connection with this covenant,
the parties agree to cooperate with each other in filing any tax
return, amended return or claim for refund, determining a
liability for taxes or a right to a refund of taxes or
participating in or conducting any audit or other proceeding in
respect of taxes.  The Acquiring Fund agrees to retain for a
period of ten (10) years following the Effective Date all
returns, schedules and work papers and all material records or
other documents relating to tax matters of the Acquired Fund for
its final taxable year and for all prior taxable periods.  Any
information obtained under this paragraph 4.6 shall be
kept confidential except as otherwise may be necessary
in connection with the filing of returns or claims for refund
or in conducting an audit or other proceeding.  After the
Effective Date, the Acquiring Fund shall prepare, or cause its
agents to prepare, any federal, state or local tax returns,
including any Forms 1099, required to be filed and provided to
required persons by the Acquired Fund with respect to its final
taxable year ending with the Effective Date and for any prior
periods or taxable years for which the due date for such return
has not passed as of the Effective Date and further shall cause
such tax returns and Forms 1099 to be duly filed with the
appropriate taxing authorities and provided to required persons.
Notwithstanding the aforementioned provisions of this paragraph
4.6, any expenses incurred by the Acquiring Fund (other than
for payment of taxes) in excess of any accrual for such expenses
by the Acquired Fund in connection with the preparation and
filing of said tax returns and Forms 1099 after the Effective
Date shall be borne by the Acquiring Fund.

      4.7	Stockholder List. Prior to the Effective Date, the
Acquired Fund shall have made arrangements with its transfer
agent to deliver to the Acquiring Fund a list of the names and
addresses of all of the holders of record of Acquired Fund
Common Stock on the Effective Date and the respective number of
shares of Acquired Fund Common Stock owned by each such
stockholder, certified by the Acquired Fund's transfer agent or
President to the best of their knowledge and belief.  The
Acquiring Fund and the Acquired Fund will (i) use all reasonable
best efforts to cause the Merger to constitute a reorganization
under Section 368(a) of the Code and (ii) shall execute and
deliver officer's certificates containing appropriate
representations at such time or times as may be reasonably
requested by counsel, including the effective date of the
Registration Statement and the Closing Date, for purposes of
rendering opinions with respect to the tax treatment of the
Merger.

      4.8	Delisting, Termination of Registration as an
Investment Company.  The Acquired Fund agrees that the (i)
delisting of the shares of the Acquired Fund with the NYSE and
(ii) termination of its registration as an investment company
will be effected in accordance with applicable law as soon as
practicable following the Effective Date.


      5.	CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE
		ACQUIRED FUND

      The obligations of the Acquired Fund to consummate the
transactions provided for herein shall be subject, at the
Acquired Fund's election, to the following conditions:

      5.1	Certificates and Statements by the Acquiring Fund.

      (a)	The Acquiring Fund shall have furnished a statement of
assets, liabilities and capital, together with a schedule of
investments with their respective dates of acquisition and tax
costs, certified on its behalf by its President (or any Vice
President) and its Treasurer, and a certificate executed by both
such officers, dated the Effective Date, certifying that there
has been no material adverse change in its financial position
since March 31, 2016, other than changes in its portfolio
securities since that date or changes in the market value of its
portfolio securities.

      (b)	The Acquiring Fund shall have furnished to the
Acquired Fund a certificate signed by its President (or any Vice
President), dated the Effective Date, certifying that as of the


Effective Date, all representations and warranties made by the
Acquiring Fund in this Agreement are true and correct in all
material respects as if made at and as of such date and the
Acquiring Fund has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or
satisfied at or prior to such dates.

      5.2	Absence of Litigation.  There shall be no material
litigation pending with respect to the matters contemplated by
this Agreement.

      5.3	Legal Opinion.  The Acquired Fund shall have
received an opinion of Simpson Thacher & Bartlett LLP, as
counsel to the Acquiring Fund, in form and substance
reasonably satisfactory to the Acquired Fund and dated the
Effective Date, to the effect that:

            (i)	the Acquiring Fund is a corporation duly
organized, validly existing under the law of the State of
Maryland and in good standing with the Department;

            (ii)	the Acquiring Fund has the corporate power to
carry on its business as a closed-end investment company
registered under the 1940 Act;

            (iii)	the Agreement has been duly authorized, executed
and delivered by the Acquiring Fund, and, assuming due
authorization, execution and delivery of the Agreement by the
Acquired Fund, constitutes a valid and legally binding
obligation of the Acquiring Fund enforceable in accordance with
its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization or other similar laws pertaining to
the enforcement of creditors' rights generally and by equitable
principles;

            (iv)	to such counsel's knowledge, no consent,
approval, authorization or order of any United States federal
or Maryland or New York state court or governmental authority is
required for the consummation by the Acquiring Fund of the
Merger, except such as may be required under the 1933 Act, the
1934 Act, the 1940 Act and the published rules and regulations
of the SEC thereunder and under Maryland law, New York law and
such as may be required under state securities or blue sky
laws;

            (v)	the Registration Statement has become effective
under the 1933 Act and the Proxy Statement and Prospectus was
filed on May 25, 2016 pursuant to Rule 497(c) of the rules and
regulations of the SEC under the 1933 Act and, to such
counsel's knowledge, no stop order suspending the effectiveness
of the Registration Statement has been issued or proceeding for
that purpose has been instituted or threatened by the SEC;

            (vi)	to such counsel's knowledge, there are no legal
or governmental proceedings or contracts to which the Acquiring
Fund is a party or by which it is bound required to be described
in the Registration Statement which are not described therein
or, if required to be filed, filed as required;

            (vii)	the execution and delivery of this Agreement does
not, and the consummation of the Merger will not, violate any
material provision of the Acquiring Fund Charter, the Acquiring
Fund Bylaws, as amended, or any agreement set forth in a
schedule to the opinion, which the Acquiring Fund has advised
such counsel are all material contracts to which


the Acquiring Fund is a party or by which the Acquiring Fund is
bound, except insofar as the parties have agreed to amend such
provision as a condition precedent to the Merger; and

            (viii)	to such counsel's knowledge, no material
suit, action or legal or administrative proceeding is
pending or threatened against the Acquiring Fund.

In giving the opinion set forth above, Simpson Thacher &
Bartlett LLP may state that it is relying on certificates of
officers of the Acquiring Fund with regard to matters of fact
and certain certificates and written statements of governmental
officials with respect to the good standing of the Acquiring
Fund and on the opinion of Foley & Lardner LLP as to matters of
Maryland law.

      5.4	Regulatory Orders. The Acquiring Fund shall have
received from any relevant state securities administrator such
order or orders as are reasonably necessary or desirable under
the 1933 Act, the 1934 Act, the 1940 Act, and any applicable
state securities or blue sky laws in connection with the
transactions contemplated hereby, and that all such orders shall
be in full force and effect.

      5.5	Satisfaction of the Acquired Fund.  All proceedings
taken by the Acquiring Fund and its counsel in connection with
the Merger and all documents incidental thereto shall be
satisfactory in form and substance to the Acquired Fund.


	6.	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING
		FUND


	The obligations of the Acquiring Fund to consummate the
transactions provided for herein shall be subject, at the
Acquiring Fund's election, to the following conditions:

      6.1	Certificates and Statements by the Acquired Fund.

      (a)	The Acquired Fund shall have furnished a statement of
assets, liabilities and capital, together with a schedule of
investments with their respective dates of acquisition and tax
costs, certified on its behalf by its President (or any Vice
President) and its Treasurer, and a certificate executed by both
such officers, dated the Effective Date, certifying that there
has been no material adverse change in its financial position
since February 29, 2016, other than changes in its portfolio
securities since that date or changes in the market value of its
portfolio securities.

      (b)	The Acquired Fund shall have furnished to the Acquiring
Fund a certificate signed by its President (or any Vice
President), dated the Effective Date, certifying that as of the
Effective Dates, all representations and warranties made by the
Acquired Fund in this Agreement are true and correct in all
material respects as if made at and as of such date and that the
Acquired Fund has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or
satisfied at or prior to such date.

      6.2	Absence of Litigation.  There shall be no material
litigation pending with respect to the matters contemplated by
this Agreement.


      6.3	Legal Opinion.  The Acquiring Fund shall have
received an opinion of Simpson Thacher & Bartlett LLP, as
counsel to the Acquired Fund, in form and substance reasonably
satisfactory to the Acquiring Fund and dated the Effective
Date, to the effect that:

            (i)	the Acquired Fund is a corporation duly
organized, validly existing under the law of the State of
Maryland and in good standing with the Department;

            (ii)	the Acquired Fund has the corporate power to
carry on its business as a closed-end investment company
registered under the 1940 Act;

            (iii)	the Agreement has been duly authorized, executed
and delivered by the Acquired Fund, and, assuming due
authorization, execution and delivery of the Agreement by the
Acquiring Fund, constitutes a valid and legally binding
obligation of the Acquired Fund enforceable in accordance with
its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws
pertaining to the enforcement of creditors' rights generally and
by equitable principles;

            (iv)	to such counsel's knowledge, no consent,
approval, authorization or order of any United States federal
or Maryland or New York state court or governmental authority is
required for the consummation by the Acquired Fund of the
Merger, except such as may be required under the 1933 Act, the
1934 Act, the 1940 Act and the published rules and regulations
of the SEC thereunder and under Maryland law, New York law and
such as may be required under state securities or blue sky laws;

            (v)	to such counsel's knowledge, there are no legal
or governmental proceedings or contracts to which the Acquired
Fund is a party or by which it is bound required to be described
in the Registration Statement which are not described therein
or, if required to be filed, filed as required;

            (vi)	the execution and delivery of this Agreement does
not, and the consummation of the Merger will not, violate any
material provision of the Acquired Fund Charter, the Acquired
Fund Bylaws, as amended, or any agreement set forth in a
schedule to the opinion, which the Acquired Fund has advised
such counsel are all material contracts to which the Acquired
Fund is a party or by which it is bound, except insofar as the
parties have agreed to amend such provision as a condition
precedent to the Merger; and

            (vii)	to such counsel's knowledge, no material
suit, action or legal or administrative proceeding is
pending or threatened against the Acquired Fund.

In giving the opinion set forth above, Simpson Thacher &
Bartlett LLP may state that it is relying on certificates of
officers of the Acquired Fund with regard to matters of fact and
certain certificates and written statements of governmental
officials with respect to the good standing of the Acquired
Fund and on the opinion of Foley & Lardner LLP, as to matters of
Maryland law.

      6.4	Satisfaction of the Acquiring Fund. All proceedings
taken by the Acquired Fund and its counsel in connection with
the Merger and all documents incidental thereto shall be
satisfactory in form and substance to the Acquiring Fund.


      6.5	Dividends. Prior to the Effective Date, the Acquired
Fund shall have declared and paid a dividend or dividends which,
together with all such previous dividends, shall have the effect
of distributing to its stockholders substantially all of its net
investment income that has accrued through the Effective Date,
if any, and substantially all of its net capital gain, if any,
realized through the Effective Date.

      6.6	 Custodian's Certificate.  The Acquired Fund's
custodian shall have delivered to the Acquiring Fund a
certificate identifying all of the assets of the Acquired Fund
held or maintained by such custodian as of the Valuation Time.

      6.7	Books and Records.  The Acquired Fund's transfer
agent shall have provided to the Acquiring Fund (i) the
originals or true copies of all of the records of the Acquired
Fund in the possession of such transfer agent as of the
Effective Date, (ii) a certificate setting forth the number of
shares of Acquired Fund Common Stock outstanding as of the
Valuation Time, and
(iii)	the name and address of each holder of record of any shares
and the number of shares held of record by each such
stockholder.


      1.	FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF
		ACQUIRING FUND AND ACQUIRED FUND

      If any of the conditions set forth below have not been
satisfied on or before the Closing Date with respect to the
Acquired Fund or the Acquiring Fund, the other party to this
Agreement shall be entitled, at its option, to refuse to
consummate the transactions contemplated by this Agreement:

      1.1	Approval of Merger.  The Merger shall have been
approved by the affirmative vote of a majority of the
outstanding shares of Acquired Fund Common Stock and Acquiring
Fund Common Stock; the Acquiring Fund shall have delivered to
the Acquired Fund a copy of the resolutions approving this
Agreement pursuant to this Agreement adopted by the Acquiring
Fund Board, certified by its secretary; and the Acquired Fund
shall have delivered to the Acquiring Fund a copy of the
resolutions approving this Agreement adopted by the Acquired
Fund Board and the Acquiring Fund's stockholders, certified by
its secretary.

      1.2	Approval of Fundamental Investment Policy. A
fundamental investment policy shall have been approved by the
affirmative vote of a majority of the outstanding shares of the
Acquiring Fund Common Stock.

      1.3	Regulatory Filings.

      (a)	The SEC shall not have issued an unfavorable advisory
report under Section 25(b) of the 1940 Act, nor instituted or
threatened to institute any proceeding seeking to enjoin
consummation of the Merger under Section 25(c) of the 1940 Act;
no other legal, administrative or other proceeding shall be
instituted or threatened which would materially affect the
financial condition of the Acquired Fund or would prohibit the
Merger.

      (b)	On the Closing Date, no court or governmental agency
of competent jurisdiction shall have issued any order that
remains in effect and that restrains or enjoins the Acquired
Fund or the Acquiring Fund from completing the transactions
contemplated by this Agreement.


      1.4	Consents.  All consents of other parties and all other
consents, orders and permits of federal, state and local
regulatory authorities deemed necessary by the Acquiring Fund or
the Acquired Fund to permit consummation, in all material
respects, of the transactions contemplated hereby shall have
been obtained, except where failure to obtain any such consent,
order or permit would not involve a risk of a material adverse
effect on the assets or properties of the Acquiring Fund or the
Acquired Fund, provided that either party hereto may for itself
waive any of such conditions.

      1.5	Registration Statement.  The Registration Statement
shall have become effective under the 1933 Act and no stop
orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no
investigation or proceeding for that purpose shall have been
instituted or be pending.

      1.6	Tax Opinion.  The parties shall have received the
opinion of Simpson Thacher & Bartlett LLP, dated the Closing
Date, substantially to the effect that, based upon certain
facts, assumptions and representations made by the Acquired
Fund, the Acquiring Fund and their respective authorized
officers:

            (i)	the Merger as provided in this Agreement will
constitute a reorganization within the meaning of Section
368(a)(1) of the Code and that the Acquiring Fund and the
Acquired Fund will each be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;

            (ii)	except for consequences regularly attributable
to a termination of the Acquired Fund's taxable year, no gain
or loss will be recognized by the Acquired Fund as a result
of the Merger or upon the conversion of shares of Acquired
Fund Common Stock into shares of Acquiring Fund Common Stock;

            (iii)	no gain or loss will be recognized by the
Acquiring Fund as a result of the Merger or upon the conversion
of shares of Acquired Fund Common Stock into shares of Acquiring
Fund Common Stock;

            (iv)	no gain or loss will be recognized by the holders
of the Acquired Fund Common Stock upon the conversion of their
shares of Acquired Fund Common Stock into shares of Acquiring
Fund Common Stock, except to the extent such holders are paid
cash in lieu of fractional shares of Acquiring Fund Common Stock
in the Merger;

            (v)	the tax basis of the Acquired Fund assets in
the hands of the Acquiring Fund will be the same as the tax
basis of such assets in the hands of the Acquired Fund
immediately prior to the consummation of the Merger;

            (vi)	immediately after the Merger, the aggregate tax
basis of the Acquiring Fund Common Stock received by each holder
of Acquired Fund Common Stock in the Merger (including that of
fractional share interests purchased by the Acquiring Fund) will
be equal to the aggregate tax basis of the shares of Acquired
Fund Common Stock owned by such stockholder immediately prior to
the Merger;


            (vii)	a stockholder's holding period for Acquiring Fund
Common Stock (including that of fractional share interests
purchased by the Acquiring Fund) will be determined by
including the period for which he or she held shares of Acquired
Fund Common Stock converted pursuant to the Merger, provided
that such shares of Acquired Fund Common Stock were held as
capital assets;

            (viii)	the Acquiring Fund's holding period with respect
to the Acquired Fund's assets transferred pursuant to the Merger
will include the period for which such assets were held by the
Acquired Fund; and

            (ix)	the payment of cash to the holders of Acquired
Fund Common Stock in lieu of fractional shares of Acquiring
Fund Common Stock will be treated as though such fractional
shares were distributed as part of the Merger and then
redeemed by the Acquiring Fund, with the result that the
holder of Acquired Fund Common Stock will generally have a
capital gain or loss to the extent the cash distribution
differs from such stockholder's basis allocable to the
fractional shares of Acquiring Fund Common Stock (assuming
such Acquired Fund Common Stock was held as a capital asset).

The delivery of such opinion is conditioned upon the receipt by
Simpson Thacher & Bartlett LLP of representations it shall
request of the Acquiring Fund and the Acquired Fund.
Notwithstanding anything herein to the contrary, neither the
Acquiring Fund nor the Acquired Fund may waive the condition set
forth in this paragraph 7.5.

      1.7	Assets and Liabilities. The assets and liabilities of
the Acquired Fund to be transferred to the Acquiring Fund shall
not include any assets or liabilities which the Acquiring Fund,
by reason of limitations in its Registration Statement or the
Acquiring Fund Charter, may not properly acquire or assume.  The
Acquiring Fund does not anticipate that there will be any such
assets or liabilities but the Acquiring Fund will notify the
Acquired Fund if any do exist and will reimburse the Acquired
Fund for any reasonable transaction costs incurred by the
Acquired Fund for the liquidation of such assets and
liabilities.

      2.	INDEMNIFICATION

      2.1	The Acquiring Fund. The Acquiring Fund, out of its
assets and property, agrees to indemnify and hold harmless the
Acquired Fund and the members of the Acquired Fund Board and its
officers from and against any and all losses, claims, damages,
liabilities or expenses (including, without limitation, the
payment of reasonable legal fees and reasonable costs of
investigation) to which the Acquired Fund and those board
members and officers may become subject, insofar as such loss,
claim, damage, liability or expense (or actions with respect
thereto) arises out of or is based on (a) any breach by the
Acquiring Fund of any of its representations, warranties,
covenants or agreements set forth in this Agreement or (b) any
act, error, omission, neglect, misstatement, materially
misleading statement, breach of duty or other act wrongfully
done or attempted to be committed by the Acquiring Fund or the
members of the Acquiring Fund Board or its officers prior to the
Closing Date, provided that such indemnification by the
Acquiring Fund is not (i) in violation of any applicable law or
(ii) otherwise prohibited as a result of any applicable order
or decree issued by any governing regulatory authority or court
of competent jurisdiction.


      2.2	The Acquired Fund.  The Acquired Fund, out of its
assets and property, agrees to indemnify and hold harmless the
Acquiring Fund and the members of the Acquiring Fund Board and
its officers from and against any and all losses, claims,
damages, liabilities or expenses (including, without limitation,
the payment of reasonable legal fees and reasonable costs of
investigation) to which the Acquiring Fund and those board
members and officers may become subject, insofar as such loss,
claim, damage, liability or expense (or actions with respect
thereto) arises out of or is based on (a) any breach by the
Acquired Fund of any of its representations, warranties,
covenants or agreements set forth in this Agreement or (b) any
act, error, omission, neglect, misstatement, materially
misleading statement, breach of duty or other act wrongfully
done or attempted to be committed by the Acquired Fund or the
members of the Acquired Fund Board or its officers prior to the
Closing Date, provided that such indemnification by the Acquired
Fund is not (i) in violation of any applicable law or (ii)
otherwise prohibited as a result of any applicable order or
decree issued by any governing regulatory authority or court of
competent jurisdiction.

      3.	BROKER FEES AND EXPENSES

      3.1	No Broker Fees. The Acquiring Fund and the
Acquired Fund represent and warrant to each other that there
are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.

      3.2	Payment of Expenses.  The costs of Merger, including
the costs of preparing, printing, assembling and mailing
material in connection with the solicitation of proxies are
estimated to be approximately $212,100 for the Acquired Fund and
approximately $262,500 for the Acquiring Fund. Legg Mason
Partners Fund Advisor, LLC, or an affiliate thereof, will bear
half the costs of the Merger, with the remaining costs shared
equally by the Acquiring Fund and the Acquired Fund. Such
expenses shall include, but not be limited to, all costs related
to the preparation and distribution of the Registration
Statement, proxy solicitation expenses, SEC registration fees,
and NYSE listing fees.  Neither of the Acquiring Fund and the
Acquired Fund owes any broker's or finder's fees in connection
with the transactions provided for herein.

      4.	COOPERATION FOLLOWING EFFECTIVE DATE

      In case at any time after the Effective Date any further
action is necessary to carry out the purposes of this Agreement,
each of the parties will take such further action (including the
execution and delivery of such further instruments and documents)
as the other party may reasonably request, all at the sole cost
and expense of the requesting party (unless the requesting party
is entitled to indemnification as described below). The Acquired
Fund acknowledges and agrees that from and after the Effective
Date, the Acquiring Fund shall be entitled to possession of all
documents, books, records, agreements and financial data of any
sort pertaining to the Acquired Fund.

      11.	ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

      11.1	Entire Agreement.  The Acquiring Fund and the Acquired
Fund agree that neither party has made any representation,
warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement between the parties.


      11.2	Survival of Warranties.  The covenants to be performed
after the Closing by both the Acquiring Fund and the Acquired
Fund, and the obligations of the Acquiring Fund in Article 8,
shall survive the Closing.  All other representations,
warranties and covenants contained in this Agreement or in any
document delivered pursuant hereto or in connection herewith
shall not survive the consummation of the transactions
contemplated hereunder and shall terminate on the Closing.

      12.	TERMINATION AND WAIVERS

      12.1	Termination.  This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time
prior to the Closing Date by resolution of either the Acquiring
Fund Board or the Acquired Fund Board, if circumstances should
develop that, in the opinion of that board, make proceeding with
the Agreement inadvisable with respect to the Acquiring Fund or
the Acquired Fund, respectively. Any such termination resolution
to be effective shall be promptly communicated to the other
party and, in any event, prior to the Closing Date.  In the
event of termination of this Agreement pursuant to the provisions
hereof, the Agreement shall become void and have no further
effect, and there shall not be any liability hereunder on the
part of either of the parties or their respective board members
or officers, except for any such material breach or intentional
misrepresentation, as to each of which all remedies at law or in
equity of the party adversely affected shall survive.

      12.2	Waiver.  At any time prior to the Effective Date, any
of the terms or conditions of this Agreement may be waived by
either the Acquired Fund Board or the Acquiring Fund Board
(whichever is entitled to the benefit thereof), if, in the
judgment of such board after consultation with its counsel, such
action or waiver will not have a material adverse effect on the
benefits intended in this Agreement to the stockholders of their
respective fund, on behalf of which such action is taken.

      13.	TRANSFER RESTRICTION

      Pursuant to Rule 145 under the 1933 Act, and in connection
with the issuance of any shares to any person who at the time of
the Merger is, to its knowledge, an affiliate of a party to the
Merger pursuant to Rule 145(c), the Acquiring Fund will cause to
be affixed upon the certificate(s) issued to such person (if
any) a legend as follows:

      THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER
THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT TO WESTERN ASSET HIGH INCOME OPPORTUNITY FUND
INC. (OR ITS STATUTORY SUCCESSOR) UNLESS (I) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT OF 1933 OR (II) IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE FUND, SUCH REGISTRATION IS NOT REQUIRED.

and, further, that stop transfer instructions will be issued to
the Acquiring Fund's transfer agent with respect to such
shares.  The Acquired Fund will provide the Acquiring Fund on
the Effective Date with the name of any Acquired Fund
Stockholder who is to the knowledge of the Acquired Fund an
affiliate of it on such date.


      14. 	MATERIAL PROVISIONS

      All covenants, agreements, representations and warranties
made under this Agreement and any certificates delivered
pursuant to this Agreement shall be deemed to have been material
and relied upon by each of the parties, notwithstanding any
investigation made by them or on their behalf.

      15.      AMENDMENTS

      This Agreement may be amended, modified or supplemented in
such manner as may be deemed necessary or advisable by the
authorized officers of the Acquired Fund and the Acquiring Fund;
provided, however, that following the meeting of the Acquired
Fund stockholders called by the Acquired Fund pursuant to
paragraph 4.2 of this Agreement, no such amendment may have the
effect of changing the provisions for determining the number of
shares of Acquiring Fund Common Stock to be issued to the
holders of Acquired Fund Common Stock under this Agreement to
the detriment of such stockholders without their further
approval.

      16.	NOTICES

      Any notice, report, statement or demand required or
permitted by any provisions of this Agreement shall be in
writing and shall be given by facsimile, electronic delivery
(i.e., e-mail), personal service or prepaid or certified mail
addressed to the Acquiring Entity or the Acquired Entity, at its
address set forth in the preamble to this Agreement, in each
case to the attention of its President.

      17.	ENFORCEABILITY; HEADINGS; COUNTERPARTS; GOVERNING
		LAW; SEVERABILITY; ASSIGNMENT; LIMITATION OF LIABILITY

      17.1	Enforceability.  Any term or provision of this
Agreement that is invalid or unenforceable in any situation in
any jurisdiction shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

      17.2	Headings.  The Article headings contained in this
Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

      17.3	Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an
original.

      17.4	Governing Law.  This Agreement shall be governed
by and construed and interpreted in accordance with the
internal laws of the State of New York.

      17.5	Successors and Assigns.  This Agreement shall bind and
inure to the benefit of the parties hereto and their respective
successors and assigns, but no assignment or transfer hereof or
of any rights or obligations hereunder shall be made by any party
without the written consent of the other party.  Nothing herein
expressed or implied is intended or shall be construed to confer
upon or give any person, firm or corporation, other than the
parties hereto and their respective successors and assigns, any
rights or remedies under or by reason of this Agreement.




      IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be executed by its duly authorized
officer.
		WESTERN ASSET MANAGED HIGH INCOME FUND INC.
		By:
		Name: Jane E. Trust
		Title:	President, Chairman and Chief
		Executive Officer


		WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC.
		By:
		Name: Jane E. Trust
		Title:	President, Chairman and Chief
		Executive Officer


		(With respect to paragraph 9.2 only)
		LEGG MASON PARTNERS FUND ADVISOR, LLC
		By:
		Name:  Jane E. Trust
		Title:	President

EX-99.77Q1 OTHR EXHB

SUB-ITEM 77Q1(g)
Western Asset High Income Opportunity Fund Inc.


(a) Attached please find the Articles of Merger between
the Registrant and Western Asset Managed High Income
Fund Inc. (Acquired Fund) filed on August 26, 2016 with
the State of Maryland Department of Assessments and
Taxation.

(b) Attached please find the Agreement and Plan of Merger
between the Registrant and Western Asset Managed High
Income Fund Inc. (Acquired Fund).

EX-99.77Q1 OTHR EXHB

			ARTICLES OF MERGER

			      between

	WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC.
			(a Maryland corporation)

				and

	WESTERN ASSET MANAGED HIGH INCOME FUND INC.
			(a Maryland corporation)



      Western Asset High Income Opportunity Fund Inc., a
corporation duly organized and existing under the laws of the
State of Maryland ("HIO"), and Western Asset Managed High Income
Fund Inc., a corporation duly organized and existing under the
laws of the State of Maryland ('"MH Y"), do hereby certify that:

       FIRST:  HIO and MH Y agree to merge.

      SECOND:  The name and place of incorporation of each party
to these Articles of Merger are Western Asset High Income
Opportunity Fund Inc., a Maryland corporation, and Western Asset
Managed High Income Fund Inc., a Maryland corporation.  HIO shall
survive the merger as the successor corporation and shall
continue under the name ''Western Asset High Income Opportunity
Fund Inc.'' as a corporation incorporated under the laws of the
State of Maryland.

      THIRD:  HIO has its principal office in the State of
Maryland in Balti more City.  MHY has its principal office in the
State of Maryland in Baltimore City and does not own an interest
in land in the State of Maryland.

      FOURTH:  The terms and conditions of the transaction set
forth in these Articles of Merger were advised, authorized, and
approved by each corporation pa11y to these Articles of Merger in
the manner and by the vote required by its charter and the laws
of the State of Maryland.  The manner of approval was as follows:

             (a) The Board of Directors of HIO at a meeting
	held on March 24, 2016 adopted resolutions which
	declared that the proposed merger was advisable on
	substantially the terms and conditions set fo11h or
	referred to in the resolutions and d irected that the
	proposed merger be submitted for consideration at a
	special meeti ng of stockholders of H IO.  Notice. which
	stated that a purpose of thespecial meeting was to act on
	the proposed merger, was given by HIO as requi red by law.
	The proposed merger was approved at a special meeting of
	stockholders held June 30, 2016 by the affirmative vote of
	a majority of all of the votes entitled to be cast on
	the matter, voting together.


             (b) The Board of Directors of MH Y at a meeting
	held on March 24, 20 l 6  adopted resolutions which
	declared that the proposed merger was advisable on
	substantially the terms and conditions set forth or
	referred to in the resolutions and directed that the
	proposed merger be submitted for consideration at a
	special meeti ng of stockholders of MHY.  Notice, which
	stated that a purpose of the special meeting was to act
	on the proposed merger, was given by MI IY as req ui red
	by law.  The proposed merger was approved at a special
	meeting of stockholders held June 30, 2016 by the
	affirmative vote of a majori ty of all of the votes
	entitled to be cast on the matter, voting together.

	FIFTH:  No amendment to the charter of HIO is to be
effected as a part of the merger.

      SIXTH:  The total number of shares of capital stock of all
classes which I-110 or MHY, respectivel y, has authori ty lo
issue, the num ber of shares of each class which HIO or MHY,
respecti vel y, has authority to issue, and the par value of the
shares of each class whi ch HIO or MHY, respecti vely, has
authority to issue are as follows:

             (a) The total number of shares of stock of
	all classes which HI O has authority to issue is
	500,000,000 shares, all of which are designated as
	Common Stock, $0.001 par value per share ("HIO Common
	Stock").  The aggregate par value of all the shares of
	stock of all classes of is $500,000.
             (b) The total number of shares of stock of all
	classes which MHY has authority to issue is
	500,000,000, all of which are designated as Common
	Stock, $0.001 par value per share ("MHY Common
	Stock").  The aggregate par val ue of all the shares of
	stock of all classes of MHY is $500,000.

      SEVENTH:  The charter of IIIO is not amended pursuant to the
merger to reclassify or change the terms of any class or series
of authorized or outstanding capital stock of HIO.

      EIGHTH:  The manner and basis of converting or exchanging
issued stock of MHY into different stock of HIO or other
consideration; and the treatment of any issued stock of the MHY
not to be converted or exchanged are as follows:

             (a) Each issued and outstanding share of
	capital stock of HIO on the effective time of the
	merger shall continue, without change as to class,
	series or otherwise, to be an issued and outstanding
	share of capital stock of HIO.

             (b) Each issued and outstanding share of MHY
	Common Stock on the effective time of the merger shall
	be converted into, and become, an equivalent dollar
	amount (to the nearest $0.001 ) of full shares of
	HIO Common Stock, based on the net asset value
	per share of MHY Common Stock and HIO Common Stock
	calculated at 4:00 p.m. on the business day preceding
	the effective time of the merger (the
	"Common Stock Consideration"). In lieu of issuance of
	fractional shares of HIO Common Stock, cash will be
	paid i n an amount equal to the value of the
	fractional shares of HIO Common Stock each
	holder of MHY Common Stock would otherwise have
	received in the merger (the "Common Cash
	Consideration" and, together with the Common Stock
	Consideration, the "Common Merger Consideration").

             (c) As soon as practicable following the
	effective time of the merger, each holder of issued
	and outstanding shares of MHY Common Stock shall be
	entitled to surrender to HIO the ce11ificates or book-
	entry shares representing the shares of MHY Common
	Stock held by such holder immediately prior to the
	effective ti me of the merger, and, upon such
	surrender, shall be entitled to receive the Common
	Merger Consideration, without interest.

      NINTH:  The merger shall become effective immediately upon
acceptance for record of these Articles of Merger by the State
Department of Assessment and Taxation of Maryland.


IN WITNESS WHEREOF, WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC.
and WESTERN ASSET MANAGED HIGH INCOME FUND INC. have caused these
presents to be signed in their respective names and on their respective
behalves by their respective presidents and witnessed by their
respective secretaries on August 26, 2016.


WITNESS:		WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC.
			(a Maryland corporation)


/s/ George P. Hoyt		By: /s/Jane Trust
Assistant Secretary		President, Chairman
				and Chief Executive Officer


WITNESS:		WESTERN ASSET MANAGED HIGH INCOME FUND INC.
			(a Maryland corporation)
/s/ George P. Hoyt		By:  /s/Jane Trust
Assistant Secretary		President, Chairman
				and Chief Executive Officer


	THE UNDERSIGNED, President, Chairman and Chief Executive Officer
of WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC., who executed on behalf
of said corporation the foregoing Articles of Merger of which this certificate
is made a part, hereby acknowledges in the name and on behalf of said
corporation the foregoing Articles of Merger to be the corporate act of said
corporation and hereby certifies that to the best of his or her knowledge,
information and belief the matters and facts set forth therein with respect to
the authorization and approval thereof are true in all material respects under
the penalties of perjury.

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

	THE UNDERSIGNED, President, Chairman and Chief Executive Officer
of WESTERN ASSET MANAGED HIGH INCOME FUND INC., who executed on behalf of
said corporation the foregoing Articles of Merger of which this certificate
is made a part, hereby acknowledges in the name and on behalf of said
corporation the foregoing Articles of Merger to be the corporate act of said
corporation and hereby certifies that to the best of his or her knowledge,
information and belief the matters and facts set forth therein with respect
to the authorization and approval thereof are true in all material respects
under the penalties of perjury.

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

EX-99.77Q2 ITEM 405

SUB-ITEM 77Q2


Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"1934 Act") and Section 30(h) of the 1940Act in combination require the
Fund's Directors, certain officers, and persons who own more than 10%
of the Fund's common stock, as well as LMPFA and certain of its
affiliated persons, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the
New York Stock Exchange, Inc. ("NYSE"). Such persons and entities are
required by SEC regulations to furnish the Fund with copies of all such
filings. Based solely on its review of the copies of such forms received
by it, or written representations from certain reporting persons, the
Fund believes that, during the fiscal year ended August 31, 2016, all
such filing requirements were met with respect to shares of beneficial
interest on Form 3 for John D. Kenney, Thomas Merchant and Jennifer
Murphy, which were filed late due to an administrative oversight.