Western Asset Zenix Income Fund Inc. Announces Results of Annual Meeting of Stockholders

NEW YORK--(BUSINESS WIRE)--Western Asset Zenix Income Fund Inc., which is listed on the New York Stock Exchange under the symbol “ZIF”, announced today that, at its Annual Meeting of Stockholders held on September 5, 2008, stockholders voted to elect two Class II Directors to the Board of Directors of the Fund (Proposal 1) and to approve the merger of Western Asset Zenix Income Fund Inc. with and into Western Asset High Income Fund II Inc. (NYSE: HIX) (Proposal 2).

Stockholders of the Fund’s common and preferred stock, voting together as a single class, voted to elect R. Jay Gerken as a Class II Director of Western Asset Zenix Income Fund Inc. to hold office until the annual meeting of stockholders in the year 2011 or thereafter when a respective successor is duly elected and qualified.

Stockholders of the Fund’s preferred stock, voting separately, voted to elect Paolo M. Cucchi as a Class II Director of the Fund to hold office until the annual meeting of stockholders in the year 2011 or thereafter when a respective successor is duly elected and qualified.

The merger is expected to be effective prior to the opening of business on September 24, 2008.

Upon completion of the merger, each share of common stock of Western Asset Zenix Income Fund Inc. will convert into an equivalent dollar amount (to the nearest $0.001) of full shares of common stock of Western Asset High Income Fund II Inc., based on the net asset value of each Fund. Western Asset High Income Fund II will not issue fractional shares to Western Asset Zenix Income Fund shareholders. In lieu of issuing fractional shares, Western Asset High Income Fund II will pay cash to each former holder of Western Asset Zenix Income Fund common stock in an amount equal to the net asset value of the fractional shares of Western Asset High Income Fund II common stock that investor would otherwise have received in the merger.

Also upon completion of the merger, the currently outstanding $35 million of auction rate preferred shares of Western Asset Zenix Income Fund Inc. will be retired. Current preferred holders will 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 will be provided through additional drawdowns on the existing credit facility of Western Asset High Income Fund II Inc.

Western Asset Zenix Income Fund Inc. and Western Asset High Income Fund II Inc. are diversified closed-end management investment companies 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 Fund at 1-888-777-0102 for additional information, or consult the Fund's web site at www.leggmason.com/cef.

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 FUND’S 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 FUND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.