February 16, 2022

VIA EDGAR

Karen Rossotto

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

File Nos. 811-08709; 333-261721

Dear Ms. Rossotto:

On behalf of Western Asset High Income Fund II Inc. (the “Fund”), we transmit for filing the Fund’s responses to comments received by letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on January 18, 2022 relating to the above-referenced registration statement on Form N-2 originally filed with the Commission on December 17, 2021, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Registration Statement”), through the Commission’s electronic data gathering, analysis and retrieval (“EDGAR”) system.

For convenience of reference, the comments of the Staff have been reproduced herein. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are references to the page numbers of the Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.

General

The Fund acknowledges that the Staff may have additional comments.

The Fund confirms it will update numbers and dates as applicable throughout the Registration Statement.

In light of the Staff’s comment, the Fund will include additional disclosure regarding its investments in these industries and the related risks thereof.

Prospectus

Cover

In response to the Staff’s comment, the Fund will add the requested disclosure.

In response to the Staff’s comment, the Fund will add the requested disclosure.

Prospectus Summary

Investment Objectives and Strategies

In response to the Staff’s comment, the Fund will add the requested disclosure.

Risks related to the Fund

Additionally, if the Fund will facilitate investment in Chinese companies through exchange-listed companies that use variable interest entity structures (VIEs), please disclose so. Such disclosure should provide, at a minimum, a brief explanation of what a VIE is and the extent to which the Fund invests in issuers that use them, the material risks associated with such investments, including legality concerns, and the impact on the Fund if the risk occurs. See, e.g., Chair Gary Gensler, Statement on Investment Protection Related to Recent Developments in China (July 30, 2021).

The Fund confirms that approximately 1.22% of its portfolio is invested in China. These investments include corporate Chinese debt securities. The Fund confirms that it will not facilitate investment in Chinese companies through exchange-listed companies that use VIEs. As the Fund’s exposure to China is not material to the portfolio as a whole, the Fund believes that its disclosure regarding its investments in Chinese securities is adequate.

The Fund confirms that it can invest in companies with any market cap. The Fund will disclose this in the “Investment Objectives and Strategies” section of the Prospectus.

The Fund’s Investments

In response to the Staff’s comment, the Fund will add the requested disclosure.

Description of Shares

In response to the Staff’s comment, the Fund will revise this disclosure to reconcile this inconsistency.

Certain Provisions in the Charter and Bylaws

For both contested and uncontested elections, each Director of the Fund must be elected by a majority of votes entitled to be cast. Each Director holds office for the term for which he or she is elected and until his or her successor is elected and qualified.

The term “qualify” is used in the Maryland General Corporation Law (the “MGCL”) to describe when a director qualifies to be seated as a director. The MGCL specifically authorizes director qualifications in the charter or bylaws. To qualify as a nominee for election as a Director and to be elected as a Director, the Fund’s Bylaws require that an individual, at the time of nomination, must meet certain qualification requirements. However, a qualification requirement may be waived if a majority of the Board of Directors then in office determine by resolution that the failure to satisfy such requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a Director or the free flow of information among Directors or between the Fund’s investment adviser and the Board of Directors.

Any Director nominated for re-election who fails to receive the requisite vote for re-election at an annual meeting of shareholders, and whose successor has neither been elected nor qualified, will holdover and will continue to be considered “elected” by shareholders for purposes of applicable law, including Maryland law and the 1940 Act.

The Fund notes that the Commission staff has expressed the opinion that under “the regulatory structure intended by Congress . . . investment companies are incorporated and operate pursuant to state law subject to certain requirements imposed by the [1940] Act.”¹ This opinion is derived from the views of the U.S. Supreme Court, which has stated that federal regulation of investment companies is similar to federal regulation of corporate

directors in that “congressional legislation is generally enacted against the background of existing state law.”² In the context of directors of investment companies, the well-established position of the U.S. Supreme Court provides that the 1940 Act does “not require that federal law displace state laws governing the powers of directors unless the state laws permit action prohibited by the [1940 Act], or unless ‘their application would be inconsistent with the federal policy underlying the cause of action.’”³

Pursuant to the MGCL, in the case of a failure to elect directors at the designated time, such as in a contested election where no nominee receives the requisite vote threshold for election, the incumbent directors will hold over and continue to serve as directors until their successors are duly elected and qualify.⁴ If a holdover Director was previously elected by the Fund’s shareholders, such a person continues to have been “elected” by shareholders for purposes of Maryland law, which expressly allows such Director to hold over. Under the 1940 Act, Section 16(a) sets forth certain provisions related to the election of directors and the filling of vacancies.⁵

Consistent with the aforementioned Congressional objective and the Supreme Court’s holding in Burks v. Lasker, the federal appellate court with jurisdiction over Maryland, the state in which the Fund is incorporated, has held that “state laws that do not directly conflict with the [1940 Act] or its policies are not displaced by the [1940 Act], . . . and the use of holdover directors does not create such a conflict. . . . [T]he use of holdovers, authorized by Maryland law, does not directly conflict with federal law. Nor does their use violate policies of the [1940 Act].”⁶ The federal appellate court in Badlands further explained that “[t]he election of the two incumbents here at a prior shareholder meeting satisfies the plain language of [Section 16(a)]. Shareholders, not corporate insiders, are responsible for their presence on the board even though they are now holding over.”⁷ As such, the Fund believes that the concept of holdover Directors as outlined in the Fund’s Charter and Bylaws is permissible under both Maryland law and the 1940 Act.

The Fund notes that the “Continuing Director” definition is and has been common for listed closed-end funds for many decades. The Fund believes that the arrangement is permissible under both Maryland law and the 1940 Act.

Under the MGCL, the vote required to approve any matter may be set forth in the charter or, in certain cases, the bylaws of a corporation. The threshold vote necessary to approve a matter may be increased or decreased from the statutory default provisions.⁸ However, the shareholder vote required to approve a charter amendment that requires shareholder approval, a merger that requires shareholder approval, a dissolution, a transfer of all or substantially all of the corporation’s assets, conversion into another form of entity, a statutory share exchange or a similar transaction may not be reduced below the affirmative vote of a majority of the votes entitled to be cast on the matter.⁹

The Continuing Director provisions set a higher voting threshold for certain matters, but reduce or eliminate the vote requirement if the Fund obtains the requisite Continuing Director approval. As noted, if a shareholder vote is required by Maryland law (which would be the case for most charter amendments, mergers in which the Fund is not the successor and dissolutions), Continuing Director approval reduces the vote required under Maryland law to a majority of the votes entitled to be cast on the matter, which is the minimum vote permissible under Maryland law.

With respect to the 1940 Act, as explained in greater detail above, the U.S. Supreme Court has held that federal law does not displace state law unless state law permits an action prohibited by federal law or is inconsistent with the policy

underlying a provision of federal law.¹⁰ Therefore, the Fund believes that state law controls in the context of the Continuing Director provision of the Fund’s charter. Since Maryland law allows for a company to both increase or lower the threshold for shareholder approval of certain matters (so long as the threshold is not reduced below the affirmative vote of a majority of votes entitled to be cast on the matter), and the 1940 Act neither directly nor indirectly prohibits such arrangements, the Fund believes that the use of the Continuing Director arrangement is permissible.

The Fund confirms that certain votes required under the 1940 Act to be approved by a “majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act) are subject to an 80% approval threshold under Maryland law if the Continuing Directors do not approve the proposal by the threshold required in the Fund’s charter. The Fund notes that any shareholder vote threshold must comply with all applicable law, including both Maryland law and federal law.

The 1940 Act requires a vote of a majority of the outstanding voting securities of the Fund to take certain actions, including converting the Fund from a closed-end fund to an open-end fund and certain mergers with affiliated funds.¹¹

Similarly, Maryland law allows a company to set shareholder vote thresholds in its charter, provided that such thresholds comply with certain minimum requirements. Again, the Fund’s charter includes a higher shareholder vote threshold as permitted by Maryland law, which is not prohibited by or inconsistent with the 1940 Act. Therefore, the Fund believes these Charter provisions requiring an 80% shareholder approval threshold for certain actions are permissible under the same analysis set forth above. Even if these Continuing Director provisions were not in the Fund’s Charter, the minimum shareholder voting requirements for certain of these actions (such as mergers or charter amendments necessary to convert to an open-end format) under Maryland law exceed the requirements of the 1940 Act. In these instances, the Fund must obtain the necessary shareholder votes under both the 1940 Act (if any) and Maryland law to proceed with the transaction.

Moreover, such thresholds for the enumerated transactions are protective of the Fund and its long-term shareholders. Such investors invest in the Fund for current income at rates that are supported by the Fund’s closed-end structure, which allows the Fund to pay higher monthly distributions than would typically be possible for an open-end fund with a similar strategy that must manage its liquidity profile to meet shareholder redemptions. The closed-end structure also allows the Fund to invest in less liquid and illiquid investments that would be inhibited or prohibited by Rule 22e-4 under the 1940 Act, the liquidity risk management rule that applies to open-end funds. These provisions have been in the Fund’s Charter since its inception in 1998 and disclosed in each of the Fund’s registration statements. As such, investors expect the protection of these Continuing Director provisions when investing in the Fund.

The Fund is not aware of any instances where a voting threshold required for board approval under the 1940 Act would be altered by the use of the Continuing Director defined term. Under Maryland law, the only potential effect of a Continuing Director vote would be to reduce or eliminate the shareholder vote necessary to approve a matter that requires action by the shareholders under Maryland law or otherwise requires action by the shareholders under the Charter.

The Continuing Director definition does not alter a Director’s voting rights or otherwise limit the exercise of the Director’s powers and duties. A director has the same duties under Maryland law and the same voting power (i.e., one vote) on any matter brought to the Board for a vote whether or not he or she is a Continuing Director. Moreover, the Continuing Director provisions apply equally to all Directors. In other words, no Director is excluded from being a Continuing Director if such Director meets the requirements to be a Continuing Director under the Fund’s Charter.

Incorporation by Reference

The Fund confirms that it will include a hyperlink to the Fund’s semi-annual report for the period ended October 31, 2021.

Prospectus Supplement

In response to the Staff’s comment, the Fund will add the requested disclosure.

In an interpretative letter issued to the Association of Publicly Traded Investment Funds (Aug. 2, 1985) (“APTIF”), the Staff stated its belief that, for purposes of Section 23(b)(1) of the 1940 Act, a transferable rights offering made by a closed-end fund at a price below current net asset value (“NAV”) is considered “in connection with an offering to the holders of one or more classes of its capital stock” if the offering meets the following requirements:

In the second incoming letter for the APTIF letter, the applicant provided information on whether oversubscription rights would be included in the transferable rights offerings made by closed-end funds based on the requested interpretation. The applicant stated in relevant part that whether or not an offering includes oversubscription rights should be left to management which can weigh the likely benefits of raising some amount of additional capital against the costs of administering such an arrangement. The applicant further stated that whatever decision is made should not affect the fairness to shareholders of the transferable rights offering itself. Accordingly, the applicant requested that the Staff not condition any interpretive position or definition of a transferable rights offering on the existence or non-existence of an oversubscription privilege; rather, this option should be left to corporate management in the exercise of its determination of whether or not an offering would result in a net benefit to existing shareholders. Informed by these representations from the applicant, the Staff’s interpretation in the APTIF letter did not place any specific limits on an oversubscription privilege.

In a letter responding to questions about the propriety of a transferable rights offering dated January 23, 1993 (the “Chief Counsel Letter”), the Chief Counsel of the Division of Investment Management confirmed that the conditions of the APTIF letter apply to transferable rights offerings. The Chief Counsel Letter stated that “Section 23(b) attempts to strike a balance between protecting existing shareholders against dilution and providing sufficient flexibility for closed-end investment companies to raise additional capital where the company is unable to raise sufficient capital by selling to shareholders alone. Accordingly, provided that [the] offering met the requirements listed [in the APTIF letter], it has complied with the 1940 Act.” With respect to the requirement that a closed-end fund’s directors determine in good faith that the rights offering would result in a net benefit to existing shareholders, the Chief Counsel Letter explained that this means that a closed-end fund’s directors must conclude in good faith that non-exercising shareholders will be compensated for their dilution. The Staff recognized in the Chief Counsel Letter that there are benefits to non-exercising shareholder in addition to selling their transferable rights and provided examples of how non-exercising shareholders may derive such benefits, including if the rights offering:

In light of the foregoing, if a closed-end fund’s directors make the determinations required by the APTIF letter, including the good faith determination that the offering would result in a net benefit to existing shareholders, then the letters clearly would not prohibit the directors from making a decision to engage in a transferable rights offering at a price below NAV and with a ratio of less than 3:1 (e.g., 4:1 or 6:1) while also offering a secondary oversubscription privilege that would not result in the proceeds from the offering exceeding a 3:1 ratio.

Accordingly, the Fund reserves the right to issue shares in a secondary oversubscription at a price below NAV in a transferable rights offering in compliance with the guidance discussed above, which in all cases would not cause the proceeds from the rights offering to exceed a 3:1 ratio. The Fund notes that it intends to disclose the percentage limit on the number of shares that could be issued in the secondary oversubscription privilege (if any), as indicated in the preliminary prospectus supplement, so that shareholders would be informed of the magnitude of their potential dilution if they elect not to participate in the oversubscription.

In addition, in this section or where appropriate, please clarify that shareholders who choose not to exercise their full rights to purchase additional shares will permit shareholders who exercise the Over-Subscription Privilege to purchase additional shares at a discount without furnishing additional rights or providing any compensation to the non-participating shareholders for the dilution of their ownership percentage or voting rights.

In response to the Staff’s comment, the Fund will revise its disclosure.

Statement of Additional Information

The Fund confirms that it will consider investments in private activity municipal debt securities, the principal and interest of which are derived principally from the assets and revenues of a non-governmental entity, when determining compliance with its concentration policy.

*        *         *        *        *        *        *        *

Please do not hesitate to call me at (202) 636-5806 with any questions or further comments regarding this submission or if you wish to discuss any of the above responses.

David W. Blass, Simpson Thacher & Bartlett LLP

Debbie Sutter, Simpson Thacher & Bartlett LLP