Western Asset High Income Opportunity Fund (HIO) N-14 8C/A Registration statement for closed-end investment company (amended)

EVERY STOCKHOLDER’S VOTE IS IMPORTANT

EASY VOTING OPTIONS:
	VOTE BY MAIL
	Vote, sign and date this Proxy
	Card and return in the
	postage-paid envelope
	VOTE IN PERSON
	Attend Stockholder Meeting
	620 Eighth Avenue, 49th Floor
	New York, New York
	on April 29, 2016

Please detach at perforation before mailing.

PROXY	WESTERN ASSET MANAGED HIGH INCOME FUND INC.	PROXY
	PROXY FOR THE JOINT SPECIAL MEETING OF STOCKHOLDERS
	TO BE HELD ON APRIL 29, 2016

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Robert I. Frenkel, George P. Hoyt, Michael Kocur and Barbara Allen and each of them, attorneys and proxies for the undersigned, with full power of substitution and revocation to represent the undersigned and to vote on behalf of the undersigned all shares of Western Asset Managed High Income Fund Inc. (the “Fund”) which the undersigned is entitled to vote at the Joint Special Meeting of Stockholders of the Fund to be held at 620 Eighth Avenue, 49^th Floor, New York, New York on April 29, 2016, at 10:00 a.m. Eastern Daylight Time and at any adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying proxy statement and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.

This proxy, if properly executed, will be voted in the manner directed by the stockholder. If no direction is made, this proxy will be voted “FOR” Proposal 1.

Note: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If signer is a corporation, please sign in full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
Signature
Signature (if held jointly)
Date	MHY_27525_030116

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

EVERY STOCKHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Joint Special Meeting of Stockholders to Be Held on April 29, 2016.

The Notice of Meeting, Proxy Statement and Proxy Card are available at:

https://www.proxy-direct.com/wam-27525

Please detach at perforation before mailing.

If no specific instructions are provided, this proxy will be voted “FOR” the proposal and in the discretion of the proxies upon such other business as may properly come before the meeting.

The Board of Directors unanimously recommends a vote “FOR” for Proposal 1.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:  

		FOR	AGAINST	ABSTAIN
1.	The stockholders of the Fund are being asked to approve the merger of the Fund with and into Western Asset High Income Opportunity Fund Inc. in accordance with the Maryland General Corporation Law.	¨	¨	¨
	Any other business that may properly come before the Meeting.

CHANGE OF ADDRESS

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

MHY_27525_030116

EVERY STOCKHOLDER’S VOTE IS IMPORTANT

EASY VOTING OPTIONS:
	VOTE BY MAIL
	Vote, sign and date this Proxy
	Card and return in the
	postage-paid envelope
	VOTE IN PERSON
	Attend Stockholder Meeting
	620 Eighth Avenue, 49th Floor
	New York, New York
	on April 29, 2016

Please detach at perforation before mailing.

PROXY	WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC.	PROXY
	PROXY FOR THE JOINT SPECIAL MEETING OF STOCKHOLDERS
	TO BE HELD ON APRIL 29, 2016

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Robert I. Frenkel, George P. Hoyt, Michael Kocur and Barbara Allen and each of them, attorneys and proxies for the undersigned, with full power of substitution and revocation to represent the undersigned and to vote on behalf of the undersigned all shares of Western Asset High Income Opportunity Fund Inc. (the “Fund”) which the undersigned is entitled to vote at the Joint Special Meeting of Stockholders of the Fund to be held at 620 Eighth Avenue, 49^th Floor, New York, New York on April 29, 2016, at 10:00 a.m. Eastern Daylight Time and at any adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying proxy statement and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.

This proxy, if properly executed, will be voted in the manner directed by the stockholder. If no direction is made, this proxy will be voted “FOR” Proposal 1.

Note: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If signer is a corporation, please sign in full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
Signature
Signature (if held jointly)
Date	HIO_27525_030116

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

EVERY STOCKHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Joint Special Meeting of Stockholders to Be Held on April 29, 2016.

The Notice of Meeting, Proxy Statement and Proxy Card are available at:

https://www.proxy-direct.com/wam-27525

Please detach at perforation before mailing.

If no specific instructions are provided, this proxy will be voted “FOR” the proposal and in the discretion of the proxies upon such other business as may properly come before the meeting.

The Board of Directors unanimously recommends a vote “FOR” for Proposal 1.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:  

		FOR	AGAINST	ABSTAIN
1.	The stockholders of the Fund are being asked to approve the merger of Western Asset Managed High Income Fund Inc. with and into the Fund in accordance with the Maryland General Corporation Law.	¨	¨	¨
	Any other business that may properly come before the Meeting.

CHANGE OF ADDRESS

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

HIO_27525_030116