EX-99.(D)(3) 3 d747991dex99d3.htm FORM OF NOTICE OF GUARANTEED DELIVERY

Notice of Guaranteed Delivery

For Shares of Common Stock of

Western Asset High Income Fund II Inc.

Subscribed for Via Primary Subscription and the Over-Subscription Privilege

As set forth in the Prospectus Supplement, dated January 29, 2024, and the accompanying Prospectus, dated March 23, 2022 (collectively, the “Prospectus”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all shares of the Fund’s common stock, par value $0.001 per share (“Common Shares”), subscribed for via the primary subscription and pursuant to the over-subscription privilege. Such form may be delivered by email, overnight courier, express mail or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., Eastern time, on February 26, 2024, as such date may be extended from time to time (the “Expiration Date”). The terms and conditions of the Offer set forth in the Prospectus are incorporated by reference herein. Capitalized terms used and not otherwise defined herein have the meaning attributed to them in the Prospectus.

THE SUBSCRIPTION AGENT IS:

Computershare Trust Company, N.A.

BY FIRST CLASS MAIL |  | BY EXPRESS MAIL OR OVERNIGHT COURIER: |  | VIA EMAIL:
Western Asset High Income Fund II Inc. c/o Computershare Trust Company, N.A. P.O. Box 40311 Providence RI 02940-3011 |  | Western Asset High Income Fund II Inc. c/o Computershare Trust Company, N.A 150 Royall St – Suite V Canton MA 02021 |  | canoticeofguarantee@computershare.com

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

The New York Stock Exchange member firm or bank or trust company which completes this form must communicate this guarantee and the number of Common Shares subscribed for in connection with this guarantee (separately disclosed as to the primary subscription and the over-subscription privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., Eastern time, on the Expiration Date, guaranteeing delivery of a properly completed and signed Subscription Certificate (which certificate must then be delivered to the Subscription Agent no later than the close of business of the second business day after the Expiration Date). Failure to do so will result in a forfeiture of the Rights. Payment for the full estimated Subscription Price for the Common Shares subscribed for and/or requested must accompany this Notice of Guaranteed Delivery.

GUARANTEE

The undersigned, a member firm of the New York Stock Exchange or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., Eastern time, on the second Business Day after the Expiration Date (February 26, 2024) unless extended, as described in the Prospectus) of a properly completed and executed Subscription Certificate, as subscription for such Common Shares is indicated herein or in the Subscription Certificate. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via the ASOP platform of The Depository Trust Company (“DTC”).

Western Asset High Income Fund II Inc. |  |  |  | Broker Assigned Control # ____
1. Primary Subscription |  | Number of Rights to be exercised |  | Number of Common Shares under the Primary subscription requested for which you are guaranteeing delivery of Rights |  | Payment to be made in connection with the Common Shares Subscribed for under the primary subscription
|  | _____ Rights |  | _____ Common Shares (Rights ÷ by 3) |  | $_____
2. Over-Subscription |  |  |  | Number of Common Shares Requested Pursuant to the Over-Subscription Privilege |  | Payment to be made in connection with the Common Shares Requested Pursuant to the Over-Subscription Privilege
|  |  |  | _____ Common Shares |  | $_____
3. Totals |  | Total Number of Rights to be Delivered |  | Total Number of Common Shares Subscribed for and/or Requested |  |
|  | _____ Rights |  | _____ Common Shares |  | $_____ Total Payment

Method of delivery of the Notice of Guaranteed Delivery (circle one)

| A. | Through DTC

| B. | Direct to Computershare Trust Company, N.A., as Subscription Agent

Please reference below the registration of Rights to be delivered.

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PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.

Name of Firm |  | Authorized Signature
DTC Participant Number |  | Title
Address |  | Name (Please Type or Print)
Zip Code |  | Phone Number
Contact Name |  | Date

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BENEFICIAL OWNER LISTING CERTIFICATION

Western Asset High Income Fund II Inc.

The undersigned, a bank, broker or other nominee holder of Rights (“Rights”) to purchase shares of the Fund’s common stock, par value $0.001 per share (“Common Shares”), of Western Asset High Income Fund II (the “Fund”) pursuant to the rights offering (the “Offer”) described and provided for in the Fund’s Prospectus Supplement, dated January 29, 2024, and the accompanying Prospectus, dated March 23, 2022 (collectively the “Prospectus”), hereby certifies to the Fund and to Computershare Trust Company, N.A., as Subscription Agent for such Offer, that for each numbered line filled in below, the undersigned has exercised, on behalf of the beneficial owner thereof (which may be the undersigned), the number of Rights specified on such line pursuant to the primary subscription (as specified in the Prospectus) and such beneficial owner wishes to subscribe for the purchase of additional Common Shares pursuant to the over-subscription privilege (as defined in the Prospectus), in the amount set forth in the third column of such line.

Number of Record Date Common Shares Owned |  | NUMBER OF RIGHTS exercised pursuant to the Primary Subscription |  | NUMBER OF COMMON SHARES requested pursuant to the Over-Subscription Privilege
1. |  |  |  |
2. |  |  |  |
3. |  |  |  |
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9. |  |  |  |
10. |  |  |  |

Name of Nominee Holder
By: |  |
Name: |  |
Title: |  |
Dated: |  | , 2024

Provide the following information, if applicable: |  |  |  |
Depository Trust Corporation (“DTC”) Participant Number |  |  |  | Name of Broker
DTC Primary Subscription Confirmation Number(s) |  |  |  | Address

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