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