SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

   

May 18, 2020

Vote Today to Support the Management Team that is Committed to Enhancing Shareholder Value

Ahead of the Western Asset High Income Opportunity Fund Inc. (the “Fund”) Special Meeting of Shareholders scheduled for June 5, 2020, you are being asked to vote to approve new agreements¹ between the Fund and its investment manager and subadvisers that will enable the Fund to continue to operate and deliver the returns you rely on.

Vote “FOR” the new agreements with the Fund’s investment manager and subadvisers that are building on the Fund’s proven track record of significant value creation by…

Delivering a 1-year annualized distribution² of 8.84% as of April 30, 2020, an increase from 6.96% as of the same period in 2019 Delivering 5-year annualized total returns² of 3.72%, above its benchmark³ average of 3.45% over the same time period Outperforming² Lipper Peer Group⁴ averages across key timeframes, including 1.45% vs. 1.15% on a 3-year basis, and 3.72% vs. 2.90% on a 5-year basis

If these new agreements are not approved, the Fund may be forced to liquidate, which could result in serious negative implications for long-term shareholders such as a significant loss of shareholder value, the discontinuation of the Fund’s distributions and negative tax consequences.

  Protect the Value of Your Investment — Vote the WHITE Proxy Card Today   The Fund’s Board of Directors unanimously recommends that you vote on the WHITE proxy card “FOR” the approval of the new management agreement for the Fund’s investment manager and the new subadvisory agreement for the Fund’s subadvisers to ensure shareholders receive uninterrupted value.         

	Your Vote is Important, No Matter How Many or How Few Shares You Own
	You can vote by internet, telephone or by signing and dating the WHITE proxy card and mailing it in the envelope provided.
	If you have any questions about how to vote your shares or need additional assistance, please contact:
	Innisfree M&A     Incorporated		Shareholders Call Toll Free: (877) 825-8621 Banks and Brokers Call: (212) 750-5833
	REMEMBER
	We urge you NOT to vote using any other colored proxy card as doing so will revoke your vote on the WHITE proxy card.

Notes

¹Due to the “change of control” resulting from the pending combination of Legg Mason Inc. (“Legg Mason”), the parent company of the Fund’s investment manager and subadvisers, and Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton.

²Based on market price for the period ended April 30, 2020.

³The benchmark is based on the Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index. The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar denominated, non-investment grade, fixed-rate, taxable corporate bond market.

⁴The Fund’s Lipper peer group refers to the peer group of high-yield, levered closed-end funds as selected by Lipper, an independent nationally recognized provider of investment company information.

Forward Looking Statement

Past performance is no guarantee of future results. The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice.

All investments are subject to risk including the possible loss of principal. All benchmark performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in a benchmark.