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. )
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Filed by a Party other than the Registrant ⬜ |
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⬜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.
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⬜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.
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Your Vote Is
Important
No Matter How Many or
How Few Shares You Own
April 30, 2020
Dear Fellow Shareholder:
The Western Asset High Income Opportunity Fund Inc. Special Meeting of Shareholders (the "Special Meeting") scheduled for June 5, 2020 is fast approaching. Ahead of the Special Meeting, you have an important decision to make regarding the future of your investment in the Fund.
Due 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, shareholders are being asked to vote ahead of the Special Meeting to approve new agreements between the Fund and its investment manager and subadvisers. Importantly, the new management and subadvisory agreements will be identical to the current agreements, except for the dates of execution, effectiveness and termination.
It is important that all shareholders participate in the election, and our records show that you have not yet voted. To maintain the Fund's operations and continue benefitting from its long-term strategy, vote "FOR" the proposals related to the change of control on the WHITE Proxy Card today.
Support the Management Team that has Consistently Delivered Strong Total Returns and Stable Distributions Payouts to Shareholders
Vote "FOR" the new agreements with the Fund's investment
manager and subadvisers that are building on the Fund's 
Delivering a 1-year average distribution of 9.26%1 proven track record of significant value creation by....
Without Shareholder Approval, the Fund May be Forced to Liquidate
If these new agreements are not approved, the Fund may be forced to liquidate. A liquidation may have significant negative implications for long-term shareholders including...
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Your Vote Matters
Protect the Value of Your Investment — Vote the WHITE Proxy Card Today
Vote to Support the Continuation of Sustainable, Long-Term Returns
Approval of these agreements is critical to ensuring shareholders continue to receive uninterrupted value from the Fund. Protect the value of your investment by voting your shares 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 manager and the new subadvisory agreement for the Fund's subadvisers.
Thank you for your continued support.
Sincerely,
The Western Asset High Income Opportunity Fund Inc. Board of Directors
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
1 Based on market price for the period ending March 31, 2020.
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.