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.