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<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>item77c.txt
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Western Asset Zenix Income Fund Inc. and Western Asset High
Income Fund II Inc. Announce Board Approval of Proposed
Merger Plan


New York  (Business Wire)  May 9, 2008 Western Asset
Zenix Income Fund Inc. and Western Asset High Income Fund
II Inc. today announced approval by each Funds Board of
Directors of a proposal to merge Western Asset Zenix Income
Fund Inc. (NYSE: ZIF) with and into Western Asset High
Income Fund II Inc. (NYSE: HIX), subject to approval by
stockholders of Western Asset Zenix Income Fund Inc. If
approved by stockholders of Western Asset Zenix Income Fund
Inc., the merger is anticipated to occur by the end of the
third quarter of 2008.

The investment objective of Western Asset Zenix Income Fund
Inc. is to seek high current income by investing in a
portfolio of high-yield, lower-rated fixed income
securities. Western Asset High Income Fund II Inc. has a
primary investment objective that seeks to maximize current
income by investing at least 80% of its net assets, plus
any borrowings for investment purposes, in high-yield debt
securities.  As a secondary investment objective, the Fund
seeks capital appreciation to the extent consistent with
its primary objective of seeking to maximize current
income.

If the proposed merger is approved, stockholders of common
shares of Western Asset Zenix Income Fund Inc. would
receive common shares of Western Asset High Income Fund II
Inc., based on each Funds respective net asset value per
share, and stockholders of Western Asset Zenix Income Fund
Inc.s auction rate preferred shares would receive cash in
the amount of the liquidation preference of $25,000 per
share plus accrued and unpaid dividends thereon.  Proceeds
for the payment to the auction rate preferred stockholders
would be provided through additional drawdowns on the
existing credit facility of Western Asset High Income Fund
II Inc.

In recommending the merger to each Board, the Funds
investment manager and sub-adviser, Legg Mason Partners
Fund Advisor, LLC and Western Asset Management Company,
respectively, cited the similar investment objectives of
both funds and noted that Western Asset Zenix Income Fund
Inc. is a small fund with higher operating expenses than
Western Asset High Income Fund II Inc.  Management and each
Board believe it is in the best interests of stockholders
to merge Western Asset Zenix Income Fund Inc. with and into
Western Asset High Income Fund II Inc., in part because the
combined fund would likely have a lower expense ratio than
Western Asset Zenix Income Fund Inc. and common
stockholders of Western Asset Zenix Income Fund Inc. would
likely benefit from greater asset diversification, lower
expenses and enhanced market liquidity as part of a larger
fund.  The merger would also provide liquidity to the
auction rate preferred stockholders of Western Asset Zenix
Income Fund Inc.  Shareholders of Western Asset High Income
Fund II Inc. may also benefit from the increase in assets
and potential economies of scale.  All costs of the merger
will be borne by Legg Mason Partners Fund Advisor, LLC and
not the Funds.

In connection with the proposal to merge Western Asset
Zenix Income Fund Inc. with and into Western Asset High
Income Fund II Inc., Western Asset Zenix Income Fund Inc.
intends to files a proxy statement with the Securities and
Exchange Commission (SEC). Investors and stockholders are
advised to read the proxy statement when it becomes
available because it will contain important information.
When filed with the SEC, the proxy statement and other
documents filed by the Fund will be available free of
charge at the SEC?s website, http://www.sec.gov.
Stockholders can also obtain copies of these documents,
when available, for free by calling the Fund at 1-888-777-
0102.

Western Asset Zenix Income Fund Inc., its directors and
executive officers and the Funds investment adviser,
members of its management and employees may be deemed to be
participants in the Funds solicitation of proxies from its
stockholders in connection with the proposed merger.
Information concerning the interests of the participants in
the solicitation will be set forth in Western Asset Zenix
Income Funds proxy statement and stockholder reports on
Form N-CSR, to be filed with the SEC.

As of March 31, 2008, Western Asset Zenix Income Fund Inc.
had total assets of approximately $81.4 million, including
$35 million in auction rate preferred securities and
Western Asset High Income Fund II Inc. had total assets of
approximately $1.05 billion including $250 million of
outstanding debt under its existing credit facility.  Each
Fund is a diversified closed-end management investment
company managed by Legg Mason Partners Fund Advisor, LLC, a
wholly owned subsidiary of Legg Mason, Inc., and sub-
advised by Western Asset Management Company, an affiliate
of the investment manager.

Contact the Funds at 1-888-777-0102 for additional
information.

THIS PRESS RELEASE IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES OF THE FUNDS. THIS PRESS RELEASE MAY CONTAIN
STATEMENTS REGARDING PLANS AND EXPECTATIONS FOR THE FUTURE THAT
CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. ALL STATEMENTS OTHER THAN STATEMENTS OF
HISTORICAL FACT ARE FORWARD-LOOKING AND CAN BE IDENTIFIED BY THE USE OF
WORDS SUCH AS MAY, WILL, EXPECT, ANTICIPATE, ESTIMATE,
BELIEVE, CONTINUE OR OTHER SIMILAR WORDS. SUCH FORWARD-LOOKING
STATEMENTS ARE BASED ON EACH FUNDS CURRENT PLANS AND EXPECTATIONS, AND
ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING
STATEMENTS. ADDITIONAL INFORMATION CONCERNING SUCH RISKS AND
UNCERTAINTIES ARE CONTAINED IN EACH FUNDS FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION.



Brenda Grandell, Director, Closed-End Funds, Legg Mason & Co.,
LLC, 212-857-8087

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