0001193125-08-130495 Sample Contracts

Western Asset High Income Fund II Inc. SUBADVISORY AGREEMENT
Subadvisory Agreement • June 9th, 2008 • Western Asset High Income Fund Ii Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, a California corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • June 9th, 2008 • Western Asset High Income Fund Ii Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between WESTERN ASSET High Income Fund II Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 9th, 2008 • Western Asset High Income Fund Ii Inc.

THIS AGREEMENT is made as of January 1, 2007 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • June 9th, 2008 • Western Asset High Income Fund Ii Inc. • New York

AGREEMENT, dated as of March 20, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 10004 and American Stock Transfer, Inc. (‘Transfer Agent”), a New York corporation with principal offices at 59 Maiden Lane, New York, New York 10038.

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