0001193125-22-078650 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • March 18th, 2022 • Western Asset High Income Fund Ii Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • March 18th, 2022 • Western Asset High Income Fund Ii Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 31st day of July, 2020, 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 • March 18th, 2022 • Western Asset High Income Fund Ii Inc.

THIS AGREEMENT is made as of January 1, 2018 by and among each Fund (as defined below) on behalf of each of its Portfolios (as defined below) and The Bank of New York Mellon (the “Custodian”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • March 18th, 2022 • Western Asset High Income Fund Ii Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”) and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“WAML”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • March 18th, 2022 • Western Asset High Income Fund Ii Inc. • New York

AGREEMENT, dated as of March 14, 2016 (the “Effective Date”) by and between each of the investment companies listed on Schedule A attached hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business as listed on Schedule A, as amended from time to time, and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Transfer Agent”) each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021. Any references herein to “the Fund” are meant to encompass each applicable Fund or any series thereof, as the context requires.

Contract
Subadvisory Agreement • March 18th, 2022 • Western Asset High Income Fund Ii Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”) and Western Asset Management Company Pte. Ltd., a corporation organized under the laws of SINGAPORE (“WESTERN SINGAPORE”).

Amendment No. 9 To Custodian Services Agreement
Custodian Services Agreement • March 18th, 2022 • Western Asset High Income Fund Ii Inc.

This Amendment No. 9 To Custodian Services Agreement (“Amendment No. 9”), dated as of May 1, 2021 (“Effective Date’’), is being entered into by and among The Bank of New York Mellon (the “Custodian”) and each Fund identified on Exhibit A to this Amendment No. 9 on behalf of each of its Portfolios identified on Exhibit A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (as defined below).

Amendment No. 9 To Transfer Agency and Services Agreement
Transfer Agency and Services Agreement • March 18th, 2022 • Western Asset High Income Fund Ii Inc.

This Amendment No. 9 To Transfer Agency and Services Agreement (“Amendment No. 9”), dated as of March 19, 2021 (“Effective Date”), is being entered into by and between Computershare Inc. (“Computershare”), Computershare Trust Company, N.A. (“Trust Company”, and together with Computershare, “Transfer Agent”) and the investment companies listed on the signature page to this Amendment No. 9 (“each a “Fund” and collectively the “Funds”).

CONSENT AND AMENDMENT AGREEMENT
Consent and Amendment Agreement • March 18th, 2022 • Western Asset High Income Fund Ii Inc. • New York

This CONSENT AND AMENDMENT AGREEMENT (this “Agreement”) is dated as of March 10, 2022 by and between THE BANK OF NEW YORK MELLON (“BNYM”), PERSHING LLC (“Pershing”), and WESTERN ASSET HIGH INCOME FUND II INC. (“Client”).

Amendment No. 6 To Credit Agreement for Margin Financing
Credit Agreement for Margin Financing • March 18th, 2022 • Western Asset High Income Fund Ii Inc.

AMENDMENT No. 6, dated as of August 3, 2020 (this “Amendment”) to the Credit Agreement for Margin Financing, dated as of December 15, 2010 between Western Asset High Income Fund II Inc. (“Client”) and Pershing LLC (“Pershing”).

Amendment No. 2 To the Credit Agreement for Margin Financing
Western Asset High Income Fund Ii Inc. • March 18th, 2022

AMENDMENT No. 2, dated as of Sept. 1, 2016 (this “Amendment”) to the Credit Agreement for Margin Financing, dated as of December 15, 2010 between Western Asset High Income Fund II Inc. (“Client”) and Pershing LLC (“Pershing”).

ASSIGNMENT, CONSENT AND AMENDMENT AGREEMENT
Assignment, Consent and Amendment Agreement • March 18th, 2022 • Western Asset High Income Fund Ii Inc. • New York

This ASSIGNMENT, CONSENT AND AMENDMENT AGREEMENT (this “Agreement”) is dated as of March 10, 2022, by and between THE BANK OF NEW YORK MELLON, as assignee (“Bank”), PERSHING LLC, as assignor (“Broker”), WESTERN ASSET HIGH INCOME FUND II INC., as pledgor (“Customer”), and THE BANK OF NEW YORK MELLON, as custodian (“Custodian”).

Amendment No. 3 To Credit Agreement for Margin Financing
Credit Agreement for Margin Financing • March 18th, 2022 • Western Asset High Income Fund Ii Inc.

AMENDMENT No. 3, dated as of March 28, 2018 (this “Amendment”) to the Credit Agreement for Margin Financing, dated as of December 15, 2010 between WESTERN ASSET HIGH INCOME FUND II INC. (“Client”) and Pershing LLC (“Pershing”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT FOR MARGIN FINANCING
Credit Agreement for Margin Financing • March 18th, 2022 • Western Asset High Income Fund Ii Inc.

AMENDMENT NO. 1, dated as of December 14, 2011 (this “Amendment”), to the Credit Agreement, dated as of December 15, 2010, between WESTERN ASSET HIGH INCOME FUND II INC., (“Client”) and PERSHING LLC (“Pershing”).

Amendment No. 7 To Credit Agreement for Margin Financing
Credit Agreement for Margin Financing • March 18th, 2022 • Western Asset High Income Fund Ii Inc.

AMENDMENT No. 7, dated as of May 27, 2021 (this “Amendment”) to the Credit Agreement for Margin Financing, dated as of December 15, 2010 between Western Asset High Income Fund II Inc. (“Client”) and Pershing LLC (“Pershing”).

CREDIT AGREEMENT FOR MARGIN FINANCING
Credit Agreement for Margin Financing • March 18th, 2022 • Western Asset High Income Fund Ii Inc. • New York

CREDIT AGREEMENT FOR MARGIN FINANCING (this “Agreement”), dated as of December 15, 2010, by and between WESTERN ASSET HIGH INCOME FUND II INC., a Maryland corporation that is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company (the “Client”), and PERSHING LLC (“Pershing”).

Amendment No. 5 To Credit Agreement for Margin Financing
Credit Agreement for Margin Financing • March 18th, 2022 • Western Asset High Income Fund Ii Inc.

AMENDMENT No. 5, dated as of September 4, 2019 (this “Amendment”) to the Credit Agreement for Margin Financing, dated as of December 15, 2010 between Western Asset High Income Fund II Inc. (“Client”) and Pershing LLC (“Pershing”).

Amendment No. 4 To Credit Agreement for Margin Financing
Credit Agreement for Margin Financing • March 18th, 2022 • Western Asset High Income Fund Ii Inc.

AMENDMENT No. 4, dated as of June 26, 2019 (this “Amendment”) to the Credit Agreement for Margin Financing, dated as of December 15, 2010 between WESTERN ASSET HIGH INCOME FUND II INC. (“Client”) and Pershing LLC (“Pershing”).

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