Exhibit 99.2p
STOCK PURCHASE AGREEMENT
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Stock Purchase Agreement, dated as of May __, 1998, between Salomon
Brothers High Income Fund II Inc, a corporation organized under the laws of
Maryland (the "Fund") and Salomon Brothers Asset Management Inc, a corporation
organized under the laws of Delaware ("SBAM").
WHEREAS, the Fund is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund proposes to issue and sell shares of its common stock,
par value $.001 per share (the "Common Stock"), to the public pursuant to a
Registration Statement on Form N-2 (the "Registration Statement") filed with the
Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each registered investment
company to have a net worth of at least $100,000 before making a public offering
of its securities.
NOW, THEREFORE, the Fund and SBAM agree as follows:
1. The Fund offers to sell to SBAM, and SBAM agrees to purchase from
the Fund, _____ shares of Common Stock, at a price of $_____ per
share (the "Shares") on a date, to be specified by the Fund,
prior to the effective date of the Registration Statement.
2. SBAM represents and warrants to the Fund that it is acquiring the
Shares for investment purposes only and that the Shares will be
sold only pursuant to a registration statement under the
Securities Act of 1933, as amended, or an applicable exemption
from those registration requirements.
3. SBAM's right under this Stock Purchase Agreement to purchase the
Shares is not assignable.
2
IN WITNESS WHEREOF, the Fund and SBAM have caused their duly
authorized officers to execute this Stock Purchase Agreement as of the date
first above written.
SALOMON BROTHERS HIGH INCOME
FUND II INC
By:
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Name:
Title:
SALOMON BROTHERS ASSET
MANAGEMENT
INC
By:
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Name:
Title:
