Filed pursuant to Rule 424(b)(3)
Registration No. 333-261721
WESTERN ASSET HIGH INCOME FUND II INC.
SUPPLEMENT DATED MARCH 8, 2024 TO
THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 23, 2022
Effective March 1, 2024, the following changes are made to the Fund’s Prospectus and Statement of Additional Information (“SAI”):
Portfolio Management Update
I. Effective March 1, 2024, the section entitled “Management of the Fund – Investment Management Team” in the Fund’s Prospectus is deleted in its entirety and replaced with the following:
Investment Management Team
Set forth below is information regarding the team of professionals at Western Asset responsible for overseeing the day-to-day operations of the Fund. Western Asset utilizes a team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio managers, research analysts and an in-house economist. Under this team approach, management of client fixed income portfolios will reflect a consensus of interdisciplinary views.
| Name, Address and Title |
Principal Occupation(s) During Past 5 Years | |
| Michael C. Buchanan Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset as an investment professional for at least the past five years. | |
| Walter Kilcullen Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years. | |
| Christopher F. Kilpatrick Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years. | |
Additional information about the portfolio managers’ compensation, other accounts managed by them and other information is provided in the SAI.
II. Effective March 1, 2024, the following changes are made to the Fund’s SAI.
a) The table on page 58 in the Fund’s SAI in the section entitled “Portfolio Managers” is deleted in its entirely and replaced with the following:
| Name of PM | Type of Account | Number of Accounts Managed |
Total Assets Managed |
Number of Fee is |
Assets Managed
for Advisory Fee is | |||||
| Michael C. Buchanan ‡ | Other Registered Investment Companies | 32 | $16.80 billion | None | None | |||||
| Other Pooled Vehicles | 59 | $17.57 billion | 6 | $1.34 billion | ||||||
| Other Accounts | 156 | $59.79 billion | 7 | $2.56 billion | ||||||
| Walter Kilcullen‡* | Other Registered Investment Companies | 7 | $3.69 billion | None | None | |||||
| Other Pooled Vehicles | 17 | $7.35 billion | 3 | $324 million | ||||||
| Other Accounts | 22 | $3.51 billion | None | None | ||||||
| Christopher Kilpatrick ‡ | Other Registered Investment Companies | 7 | $2.69 billion | None | None | |||||
| Other Pooled Vehicles | 5 | $418 million | 2 | $245 million | ||||||
| Other Accounts | None | None | None | None |
| ‡ | The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company, LLC (“Western Asset”). Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members. |
| * | The information is as of March 1, 2024 and does not reflect the Fund. |
b) The section entitled “Portfolio Managers – Securities Ownership of Portfolio Managers” in the Fund’s SAI is deleted in its entirety and replaced with the following:
Portfolio Manager Securities Ownership
The portfolio managers held the following amounts of securities of the Fund as of April 30, 2023.
| Portfolio Manager |
Dollar Range of Securities Beneficially Owned ($) | |
| Michael C. Buchanan |
A | |
| Walter Kilcullen* |
A | |
| Christopher F. Kilpatrick |
A |
| * | The information is as of March 1, 2024. |
Dollar Range ownership is as follows:
| A: | none |
| B: | $1—$10,000 |
| C: | 10,001—$50,000 |
| D: | $50,001—$100,000 |
| E: | $100,001—$500,000 |
| F: | $500,001—$1 million |
| G: | over $1 million |