N-CSR 1 d658491dncsr.htm WESTERN ASSET EMERGING MARKETS DEBT FUND INC. WESTERN ASSET EMERGING MARKETS DEBT FUND INC.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21343

Western Asset Emerging Markets Debt Fund Inc.

(Exact name of registrant as specified in charter)

620 Eighth Avenue, 49th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place,

Stamford, CT 06902

(Name and address of agent for service)

Registrant’s telephone number, including area code: (888)777-0102

Date of fiscal year end: December 31

Date of reporting period: December 31, 2013

 

 

 


ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   December 31, 2013

WESTERN ASSET

EMERGING MARKETS

DEBT FUND INC. (ESD)

 

 

 

LOGO

 

INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE


What’s inside      
Letter from chairman     II   
Investment commentary     III   
Fund overview     1   
Fund at a glance     5   
Spread duration     6   
Effective duration     7   
Schedule of investments     8   
Statement of assets and liabilities     17   
Statement of operations     18   
Statements of changes in net assets     19   
Financial highlights     20   
Notes to financial statements     21   
Report of independent registered public
accounting firm
    33   
Board approval of management and
sub-advisory agreements
    34   
Additional information     40   
Annual chief executive officer and principal financial officer certifications     47   
Other shareholder communications regarding accounting matters     48   
Dividend reinvestment plan     49   
Important tax information     51   

Fund objectives

The Fund’s primary investment objective is total return. High current income is a secondary investment objective.

 

Letter from the chairman

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of Western Asset Emerging Markets Debt Fund Inc. for the twelve-month reporting period ended December 31, 2013. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.lmcef.com. Here you can gain immediate access to market and investment information, including:

 

Ÿ  

Fund prices and performance,

 

Ÿ  

Market insights and commentaries from our portfolio managers, and

 

Ÿ  

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Kenneth D. Fuller

Chairman, President and Chief Executive Officer

January 31, 2014

 

II    Western Asset Emerging Markets Debt Fund Inc.


Investment commentary

 

Economic review

The U.S. economy continued to grow over the twelve months ended December 31, 2013 (the “reporting period”). Looking back, U.S. gross domestic product (“GDP”)i growth, as reported by the U.S. Department of Commerce, was 1.1% during the first quarter of 2013. The economic expansion then accelerated, as GDP growth was 2.5% during the second quarter. This was partially due to increases in exports and non-residential fixed investments, along with a smaller decline in federal government spending versus the previous quarter. The economy gained further momentum during the third quarter, with GDP growth of 4.1%, its best reading since the fourth quarter of 2011. Stronger growth was driven, in part, by an increase in private inventory investment, a deceleration in imports and accelerating state and local government spending. The U.S. Department of Commerce’s initial reading for fourth quarter 2013 GDP growth, released after the reporting period ended, was 3.2%. Slower growth was due to several factors, including a deceleration in private inventory investment, declining federal government spending and less residential fixed investments.

The U.S. job market improved during the reporting period, although unemployment remained elevated from a historical perspective. When the period began, unemployment, as reported by the U.S. Department of Labor, was 7.9%. Unemployment fell to 7.7% in February 2013 and generally edged lower over the remainder of the period, falling to 6.7% in December. This represented the lowest level since October 2008. However, falling unemployment during the period was partially due to a decline in the workforce participation rate, which was 62.8% in December, its lowest level since 1978. In addition, the number of longer-term unemployed continues to be high, as roughly 37.7% of the 10.4 million Americans looking for work in December 2013 had been out of work for more than six months.

While sales of existing-homes declined at times throughout the reporting period given rising mortgage rates, they moved higher at the end of the year. According to the National Association of Realtors (“NAR”), existing-home sales rose 1.0% on a seasonally adjusted basis in December 2013 versus the previous month, although they were 0.6% lower than in December 2012. However, existing homes sales in 2013 were 9.1% higher than the previous year and 2013’s sales were the strongest since 2006. In addition, the NAR reported that the median existing-home price for all housing types was $198,100 in December 2013, up 9.9% from December 2012. The inventory of homes available for sale in December 2013 was 11% lower than the previous month at a 4.6 month supply at the current sales pace but 1.6% higher than in December 2012.

The manufacturing sector expanded during the majority of the reporting period, although it experienced a temporary soft patch. Based on the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”)ii, manufacturing expanded during the first four months of the reporting period. It then contracted in May 2013, with a PMI of 49.0 (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion). This represented the PMI’s lowest reading since June 2009. However, the contraction was a short-term setback, as the PMI rose over the next seven months and peaked at 57.3 in November,

 

Western Asset Emerging Markets Debt Fund Inc.   III


Investment commentary (cont’d)

 

the best reading since April 2011. The PMI then moderated somewhat in December 2013, edging back to a still strong 57.0.

Growth outside the U.S. generally improved in developed countries. In its January 2014 World Economic Outlook Update, released after the reporting period ended, the International Monetary Fund (“IMF”) stated that “Global activity strengthened during the second half of 2013… activity is expected to improve further in 2014–15, largely on account of recovery in the advanced economies.” From a regional perspective, the IMF anticipates 2014 growth will be 1.0% in the Eurozone, versus -0.4% in 2013. After moderating somewhat in 2013, the IMF projects that overall growth in emerging market countries will improve in 2014, with growth of 5.1% versus 4.7% in 2013. For example, GDP growth in India is projected to move from 4.4% in 2013 to 5.4% in 2014. However, the IMF now projects that growth in China will dip from 7.7% in 2013 to 7.5% in 2014.

The Federal Reserve Board (“Fed”)iii took a number of actions as it sought to meet its dual mandate of fostering maximum employment and price stability. As has been the case since December 2008, the Fed kept the federal funds rateiv at a historically low range between zero and 0.25%. At its meeting in December 2012, the Fed announced that it would continue purchasing $40 billion per month of agency mortgage-backed securities (“MBS”), as well as initially purchasing $45 billion per month of longer-term Treasuries. At its meeting that ended on June 19, 2013, the Fed did not make any material changes to its official policy statement. However, in a press conference following the meeting, Fed Chairman Bernanke said “…the Committee currently anticipates that it would be appropriate to moderate the monthly pace of purchases later this year.” In a surprise to many investors, at its meeting that ended on September 18, 2013, the Fed did not taper its asset purchase program and said that it “…decided to await more evidence that progress will be sustained before adjusting the pace of its purchases.” At its meeting that concluded on December 18, 2013, the Fed announced that it would begin reducing its monthly asset purchases, saying “Beginning in January 2014, the Committee will add to its holdings of agency mortgage-backed securities at a pace of $35 billion per month rather than $40 billion per month, and will add to its holdings of longer-term Treasury securities at a pace of $40 billion per month rather than $45 billion per month.” At the Fed’s meeting that concluded on January 29, 2014, after the reporting period ended, it announced that in February 2014 it would further taper its asset purchases, to a total of $65 billion a month ($30 billion per month of agency mortgage-backed securities and $35 billion per month of longer-term Treasury securities).

Given the economic challenges in the Eurozone, the European Central Bank (“ECB”)v took a number of actions to stimulate growth. In May 2013, the ECB cut rates from 0.75% to 0.50%. The ECB then lowered the rates to a new record low of 0.25% in November 2013. In other developed countries, the Bank of England kept rates on hold at 0.50% during the reporting period, as did Japan at a range of zero to 0.10%, its lowest level since 2006. In January 2013, the Bank of Japan announced that it would raise its target for annual inflation from 1% to 2%, and the Japanese government introduced a ¥10.3 trillion ($116 billion)

 

IV    Western Asset Emerging Markets Debt Fund Inc.


stimulus package to support its economy. Elsewhere, the People’s Bank of China kept rates on hold at 6.0%.

As always, thank you for your confidence in our stewardship of your assets.

Sincerely,

 

LOGO

Kenneth D. Fuller

Chairman, President and
Chief Executive Officer

January 31, 2014

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. Forecasts and predictions are inherently limited and should not be relied upon as an indication of actual or future performance.

 

 

 

i 

Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

 

ii 

The Institute for Supply Management’s PMI is based on a survey of purchasing executives who buy the raw materials for manufacturing at more than 350 companies. It offers an early reading on the health of the manufacturing sector.

 

iii 

The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments.

 

iv 

The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

 

v 

The European Central Bank (“ECB”) is responsible for the monetary system of the European Union and the euro currency.

 

Western Asset Emerging Markets Debt Fund Inc.   V


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund’s primary investment objective is total return. High current income is a secondary investment objective. The Fund invests primarily in U.S. dollar and non-U.S. dollar denominated debt securities of issuers in emerging market countries. In selecting investments for the Fund, we use a combination of qualitative assessments and quantitative models that seek to measure the relative risks and opportunities of each market segment based on economic, market, political, currency and technical data. We also make an assessment of economic and market conditions to create an optimal risk/return allocation of the Fund’s assets among various segments of the emerging market debt market.

After we make our sector allocations, we use traditional credit analysis to identify individual securities for the Fund’s portfolio. In selecting foreign and emerging market issuer debt for investment, we consider the economic and political conditions within the issuer’s country, overall and external debt levels and debt service ratios, access to capital markets and debt service payment history.

At Western Asset Management Company (“Western Asset”), the Fund’s subadviser, we utilize a fixed-income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio management personnel, research analysts and an in-house economist. Under this team approach, management of client fixed-income portfolios will reflect a consensus of interdisciplinary views within the Western Asset organization. The individuals responsible for development of investment strategy, day-to-day portfolio management, oversight and coordination of the Fund are Stephen A. Walsh, S. Kenneth Leech, Keith J. Gardner, Matthew C. Duda and Gordon S. Brown. It is anticipated that Mr. Walsh will step down as a member of the Fund’s portfolio management team on or about March 31, 2014.

Q. What were the overall market conditions during the Funds’ reporting period?

A. The emerging market debt asset class performed poorly during the twelve months ended December 31, 2013, with the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)i returning -6.58%.

The EMBI Global’s weakness during the reporting period was triggered by a number of factors, including moderating growth in many emerging market countries, geopolitical events, concerns whether China could orchestrate a “soft landing” for its economy, generally falling commodities prices and sharply higher interest rates in the U.S. The U.S. Federal Reserve Board’s (“Fed”)ii announcement that it would start to taper its monthly asset purchases beginning in January 2014 also negatively impacted the asset class. Against this backdrop, emerging markets debt experienced periods of heightened volatility and weak investor demand. All three sectors of the asset class declined during the reporting period. As discussed, U.S. dollar-denominated government debt, as represented by the EMBI Global, returned -6.58%, whereas emerging market corporate bonds fell 1.25%. Elsewhere, local currency bonds returned -8.98% over the twelve months ended December 31, 2013.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   1


Fund overview (cont’d)

 

Q. How did we respond to these changing market conditions?

A. A number of adjustments were made to the Fund during the reporting period. The Fund’s allocations to emerging market corporate debt and U.S. dollar-denominated government debt were increased, while its exposure to local currencies was reduced.

From a country perspective, the Fund’s exposures to Croatia, Hungary and Ukraine were raised, whereas we pared our allocations to Peru and Kazakhstan. In terms of currencies, we increased the Fund’s exposure to the Russian ruble. Conversely, we reduced our allocations to the Brazilian real and eliminated our exposures to the Indonesian rupiah, Malaysian ringgit and Peruvian sol.

Currency forwards, which were used to manage the Fund’s local currency exposure, contributed to performance during the reporting period.

The use of leverage was tactically managed during the reporting period. We ended the period with leverage at roughly 8% of the gross assets of the Fund, versus no leverage at the beginning of the period. Overall, the use of leverage was negative for performance during the twelve months ended December 31, 2013, given the weakness in the emerging market debt asset class.

Performance review

For the twelve months ended December 31, 2013, Western Asset Emerging Markets Debt Fund Inc. returned -8.58% based on its net asset value (“NAV”)iii and -14.89% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the EMBI Global, returned -6.58% for the same period. The Lipper Emerging Markets Hard Currency Debt Closed-End Funds Category Averageiv returned -8.41% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

During the twelve-month period, the Fund made distributions to shareholders totaling $1.44 per share*. The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of December 31, 2013. Past performance is no guarantee of future results.

 

Performance Snapshot as of December 31, 2013  
Price Per Share   12-Month
Total Return**
 
$19.11 (NAV)     -8.58 %† 
$17.20 (Market Price)     -14.89 %‡ 

All figures represent past performance and are not a guarantee of future results.

** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of a all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.

† Total return assumes the reinvestment of all distributions at NAV.

‡ Total return assumes the reinvestment of all distributions in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

 

* Distributions paid by the Fund may be comprised of income, capital gains and/or return of capital. For the character of distributions paid during the fiscal year ended December 31, 2013, please refer to page 20 of this report.

 

2    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Q. What were the leading contributors to performance?

A. The largest contributor to the Fund’s relative performance during the reporting period was our overweight allocation to corporate bonds from Mexico, Brazil and Columbia. In each case they outperformed the EMBI Global in 2013.

The Fund’s overweight exposure to local rates in Mexico was beneficial. We feel that a combination of political and economic reforms and a low degree of country risk makes Mexico an attractive opportunity. In addition, Standard & Poor’s upgraded Mexico from BBB to BBB+ in December 2013, stating that, “…the passage of landmark energy reform, supported by some changes in the fiscal framework, bolsters Mexico’s growth prospects and fiscal flexibility in the medium-term.”

A number of individual corporate holdings were also additive for performance, including the Fund’s overweight positions in Mexican industrials company Cemex, Mexican telecommunications firm Axtel and Russian oil company TNK-BP.

Q. What were the leading detractors from performance?

A. The largest detractor from the Fund’s relative performance for the period was its overweight to the Brazilian real. It performed poorly given moderating economic growth, central bank rate hikes and rising inflation. Political issues and the Fed’s decision to taper its quantitative easing program also weighed on the currency.

An overweight to Venezuela was negative for the Fund’s performance. The death of Venezuelan President Chavez in March 2013 created a number of uncertainties in the county and the political climate remained highly unsettled during the reporting period. The country’s economy continued to be weak and inflation soared, causing its bond yields to move sharply higher.

The Fund’s lack of exposure to a number of smaller, lower quality/less liquid emerging market countries was a negative for results as they outperformed the EMBI Global during the year. For example, we had no positions in countries, such as Ecuador, Belize, Nigeria, and Angola. We are not yet comfortable owning their debt due to concerns over valuation and liquidity.

Elsewhere, a number of individual corporate overweights detracted from results, including Brazilian metals and mining company Vale Overseas, Mexican telecommunication firm Grupo Televisa and Mexican metals and mining company Southern Copper.

Looking for additional information?

The Fund is traded under the symbol “ESD” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XESDX” on most financial websites. Barron’s and the Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com.

In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

Thank you for your investment in Western Asset Emerging Markets Debt Fund Inc. As always, we appreciate that you have chosen

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   3


Fund overview (cont’d)

 

us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Western Asset Management Company

January 24, 2014

RISKS: The Fund’s investments are subject to credit risk, inflation risk and interest rate risk. As interest rates rise, bond prices fall, reducing the value of the Fund’s fixed-income holdings. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations, and changes in political and economic conditions. These risks are magnified in emerging or developing markets. High-yield bonds involve greater credit and liquidity risks than investment grade bonds. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Leverage may magnify gains and increase losses in the Fund’s portfolio.

Portfolio holdings and breakdowns are as of December 31, 2013 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 8 through 16 for a list and percentage breakdown of the Fund’s holdings.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of December 31, 2013 were: Sovereign Bonds (60.2%), Energy (19.8%), Materials (14.4%), Telecommunication Services (3.4%) and Utilities (3.4%). The Fund’s portfolio composition is subject to change at any time.

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

 

The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments.

 

ii 

The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.

 

iii 

Net asset value (“NAV”) is calculated by subtracting total liabilities and outstanding preferred stock (if any) from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total investments) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares.

 

iv 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended December 31, 2013, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 10 funds in the Fund’s Lipper category.

 

4    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of December 31, 2013 and December 31, 2012 and does not include derivatives such as forward foreign currency contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at anytime.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   5


Spread duration (unaudited)

 

Economic exposure — December 31, 2013

LOGO

 

Total Spread Duration

ESD   — 5.86 years
Benchmark   — 6.51 years

Spread duration measures the sensitivity to changes in spreads. The spread over Treasuries is the annual risk-premium demanded by investors to hold non-Treasury securities. Spread duration is quantified as the % change in price resulting from a 100 basis points change in spreads. For a security with positive spread duration, an increase in spreads would result in a price decline and a decline in spreads would result in a price increase. This chart highlights the market sector exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.

 

Benchmark   — JPMorgan Emerging Markets Bond Index Global
EM   — Emerging Markets
ESD   — Western Asset Emerging Markets Debt Fund Inc.
IG Credit   — Investment Grade Credit

 

6    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Effective duration (unaudited)

 

Interest rate exposure — December 31, 2013

LOGO

 

Total Effective Duration

ESD   — 6.59 years
Benchmark   — 6.82 years

Effective duration measures the sensitivity to changes in relevant interest rates. Effective duration is quantified as the % change in price resulting from a 100 basis points change in interest rates. For a security with positive effective duration, an increase in interest rates would result in a price decline and a decline in interest rates would result in a price increase. This chart highlights the interest rate exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.

 

Benchmark   — JPMorgan Emerging Markets Bond Index Global
ESD   — Western Asset Emerging Markets Debt Fund Inc.
EM   — Emerging Markets
IG Credit   — Investment Grade Credit

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   7


Schedule of investments

December 31, 2013

 

Western Asset Emerging Markets Debt Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Sovereign Bonds — 60.2%                                

Argentina — 0.2%

                               

Republic of Argentina, Senior Bonds

    7.000     10/3/15        1,395,000      $ 1,370,754   

Brazil — 5.6%

                               

Banco Nacional de Desenvolvimento Economico e Social, Senior Notes

    3.375     9/26/16        2,250,000        2,278,125  (a) 

Federative Republic of Brazil, Notes

    10.000     1/1/14        4,325,000  BRL      1,833,210  (b) 

Federative Republic of Brazil, Notes

    10.000     1/1/17        53,361,000  BRL      21,437,563   

Federative Republic of Brazil, Notes

    10.000     1/1/21        7,497,000  BRL      2,770,062   

Federative Republic of Brazil, Senior Bonds

    7.125     1/20/37        1,578,250        1,814,987  (b) 

Federative Republic of Brazil, Senior Notes

    4.875     1/22/21        2,460,000        2,607,600  (b) 

Total Brazil

                            32,741,547   

Chile — 1.8%

                               

Banco del Estado de Chile, Senior Notes

    4.125     10/7/20        530,000        541,046  (a) 

Corporacion Nacional del Cobre de Chile, Senior Notes

    3.750     11/4/20        1,800,000        1,808,310  (a) 

Corporacion Nacional del Cobre de Chile, Senior Notes

    3.875     11/3/21        3,000,000        2,949,225  (a) 

Corporacion Nacional del Cobre de Chile, Senior Notes

    3.000     7/17/22        3,000,000        2,709,798  (a) 

Republic of Chile, Senior Notes

    3.875     8/5/20        2,636,000        2,754,620   

Total Chile

                            10,762,999   

Colombia — 3.8%

                               

Republic of Colombia, Senior Bonds

    4.375     7/12/21        650,000        671,125   

Republic of Colombia, Senior Bonds

    4.000     2/26/24        1,950,000        1,884,675   

Republic of Colombia, Senior Bonds

    7.375     9/18/37        7,751,000        9,572,485   

Republic of Colombia, Senior Bonds

    6.125     1/18/41        970,000        1,045,175   

Republic of Colombia, Senior Notes

    7.375     3/18/19        7,545,000        9,106,815   

Total Colombia

                            22,280,275   

Croatia — 1.4%

                               

Republic of Croatia, Notes

    5.500     4/4/23        3,900,000        3,812,250  (a) 

Republic of Croatia, Senior Notes

    6.625     7/14/20        1,310,000        1,409,888  (a) 

Republic of Croatia, Senior Notes

    5.500     4/4/23        2,980,000        2,912,950  (a) 

Total Croatia

                            8,135,088   

Gabon — 0.3%

                               

Gabonese Republic, Bonds

    6.375     12/12/24        1,990,000        2,007,413  (a) 

Hungary — 1.1%

                               

Hungary Government Bond, Senior Notes

    5.750     11/22/23        6,168,000        6,229,680   

Indonesia — 4.7%

                               

Republic of Indonesia, Notes

    3.750     4/25/22        15,590,000        14,167,412  (a) 

Republic of Indonesia, Notes

    5.250     1/17/42        11,650,000        10,106,375  (a) 

Republic of Indonesia, Senior Bonds

    6.875     1/17/18        675,000        758,363  (a) 

 

See Notes to Financial Statements.

 

8    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Western Asset Emerging Markets Debt Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Indonesia — continued

                               

Republic of Indonesia, Senior Bonds

    6.625     2/17/37        1,650,000      $ 1,677,225  (a) 

Republic of Indonesia, Senior Notes

    4.875     5/5/21        213,000        211,935  (a) 

Republic of Indonesia, Senior Notes

    3.375     4/15/23        860,000        737,450  (a) 

Total Indonesia

                            27,658,760   

Lithuania — 1.5%

                               

Republic of Lithuania, Senior Notes

    7.375     2/11/20        1,700,000        2,051,050  (a)(b) 

Republic of Lithuania, Senior Notes

    6.125     3/9/21        5,970,000        6,792,666  (a)(b) 

Total Lithuania

                            8,843,716   

Mexico — 5.7%

                               

United Mexican States, Bonds

    8.000     6/11/20        141,276,900  MXN      12,143,592   

United Mexican States, Bonds

    6.500     6/9/22        34,655,200  MXN      2,689,856   

United Mexican States, Bonds

    10.000     12/5/24        29,520,000  MXN      2,892,698   

United Mexican States, Bonds

    8.500     11/18/38        74,480,000  MXN      6,329,382   

United Mexican States, Medium-Term Notes

    6.050     1/11/40        1,838,000        2,008,015  (b) 

United Mexican States, Senior Notes

    5.125     1/15/20        80,000        88,840  (b) 

United Mexican States, Senior Notes

    3.625     3/15/22        4,710,000        4,721,775  (b) 

United Mexican States, Senior Notes

    4.000     10/2/23        2,166,000        2,147,047  (b) 

United Mexican States, Senior Notes

    4.750     3/8/44        442,000        400,562  (b) 

Total Mexico

                            33,421,767   

Panama — 0.5%

                               

Republic of Panama, Senior Bonds

    9.375     4/1/29        1,900,000        2,645,750   

Republic of Panama, Senior Bonds

    6.700     1/26/36        2,000        2,245   

Republic of Panama, Senior Bonds

    4.300     4/29/53        650,000        495,625   

Total Panama

                            3,143,620   

Peru — 4.3%

                               

Republic of Peru, Bonds

    6.550     3/14/37        2,388,000        2,758,140  (b) 

Republic of Peru, Global Senior Bonds

    7.350     7/21/25        6,000,000        7,590,000  (b) 

Republic of Peru, Senior Bonds

    8.750     11/21/33        10,325,000        14,738,938  (b) 

Republic of Peru, Senior Bonds

    5.625     11/18/50        327,000        328,635   

Total Peru

                            25,415,713   

Philippines — 0.8%

                               

Republic of the Philippines, Senior Bonds

    5.500     3/30/26        4,140,000        4,585,050   

Poland — 3.1%

                               

Republic of Poland, Senior Notes

    6.375     7/15/19        2,950,000        3,455,188   

Republic of Poland, Senior Notes

    5.125     4/21/21        5,750,000        6,260,312  (b) 

Republic of Poland, Senior Notes

    5.000     3/23/22        7,752,000        8,304,330  (b) 

Total Poland

                            18,019,830   

 

See Notes to Financial Statements.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   9


Schedule of investments (cont’d)

December 31, 2013

 

Western Asset Emerging Markets Debt Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Russia — 9.0%

                               

RSHB Capital, Loan Participation Notes, Senior Notes

    9.000     6/11/14        320,000      $ 330,880  (a) 

RSHB Capital, Loan Participation Notes, Senior Notes

    6.299     5/15/17        2,858,000        3,054,488  (a) 

Russian Federal Bond, Bonds

    7.400     6/14/17        334,828,000  RUB      10,393,706   

Russian Federal Bond, Bonds

    7.500     3/15/18        72,071,000  RUB      2,249,055   

Russian Foreign Bond — Eurobond, Senior Bonds

    11.000     7/24/18        105,000        142,034  (a) 

Russian Foreign Bond — Eurobond, Senior Bonds

    7.500     3/31/30        24,900,590        29,063,968  (a) 

Russian Foreign Bond — Eurobond, Senior Notes

    5.625     4/4/42        7,800,000        7,780,500  (a) 

Total Russia

                            53,014,631   

Trinidad and Tobago — 0.1%

                               

Republic of Trinidad & Tobago, Notes

    4.375     1/16/24        780,000        802,425  (a) 

Turkey — 7.4%

                               

Republic of Turkey, Notes

    6.750     5/30/40        3,660,000        3,552,945  (b) 

Republic of Turkey, Notes

    4.875     4/16/43        2,490,000        1,918,545   

Republic of Turkey, Senior Bonds

    11.875     1/15/30        6,800,000        10,196,600  (b) 

Republic of Turkey, Senior Notes

    7.500     7/14/17        1,240,000        1,389,110  (b) 

Republic of Turkey, Senior Notes

    7.500     11/7/19        2,500,000        2,802,500  (b) 

Republic of Turkey, Senior Notes

    6.875     3/17/36        24,387,000        24,015,098  (b) 

Total Turkey

                            43,874,798   

Ukraine — 0.3%

                               

Republic of Ukraine, Senior Notes

    6.750     11/14/17        1,723,000        1,593,775  (a) 

Venezuela — 8.6%

                               

Bolivarian Republic of Venezuela, Global Senior Bonds

    8.500     10/8/14        1,959,000        1,917,861  (b) 

Bolivarian Republic of Venezuela, Senior Bonds

    5.750     2/26/16        33,830,000        28,823,160  (a) 

Bolivarian Republic of Venezuela, Senior Bonds

    9.250     9/15/27        680,000        529,380  (b) 

Bolivarian Republic of Venezuela, Senior Bonds

    9.375     1/13/34        8,661,000        6,465,436  (b) 

Bolivarian Republic of Venezuela, Senior Notes

    7.000     12/1/18        7,220,000        5,498,030  (a) 

Bolivarian Republic of Venezuela, Senior Notes

    7.750     10/13/19        8,205,000        6,153,750  (a) 

Bolivarian Republic of Venezuela, Senior Notes

    7.650     4/21/25        1,674,000        1,138,320   

Total Venezuela

                            50,525,937   

Total Sovereign Bonds (Cost — $361,604,813)

  

    354,427,778   
Convertible Bonds & Notes — 0.1%                                
Telecommunication Services — 0.1%                                

Diversified Telecommunication Services — 0.1%

                               

Axtel SAB de CV, Senior Secured Notes, Step Bond (Cost — $1,293,118)

    7.000     1/31/20        8,661,200  MXN      938,659  (a) 

 

See Notes to Financial Statements.

 

10    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Western Asset Emerging Markets Debt Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Corporate Bonds & Notes — 46.2%                                
Consumer Discretionary — 1.1%                                

Hotels, Restaurants & Leisure — 0.2%

                               

Arcos Dorados Holdings Inc., Senior Notes

    6.625     9/27/23        1,290,000      $ 1,313,220  (a) 

Media — 0.9%

                               

Grupo Televisa SAB, Senior Bonds

    6.625     1/15/40        3,630,000        3,891,135   

Myriad International Holdings BV, Senior Notes

    6.000     7/18/20        1,190,000        1,279,250  (a) 

Total Media

                            5,170,385   

Total Consumer Discretionary

                            6,483,605   
Consumer Staples — 1.2%                                

Beverages — 0.2%

                               

Coca-Cola Icecek AS, Senior Bonds

    4.750     10/1/18        950,000        968,686  (a) 

Food Products — 0.7%

                               

Alicorp SAA, Senior Notes

    3.875     3/20/23        1,200,000        1,083,000  (a) 

Marfrig Holding Europe BV, Senior Notes

    8.375     5/9/18        1,670,000        1,561,450  (a) 

Marfrig Holding Europe BV, Senior Notes

    11.250     9/20/21        1,340,000        1,293,100  (a) 

Virgolino de Oliveira Finance Ltd., Senior Notes

    10.500     1/28/18        470,000        324,300  (a) 

Total Food Products

                            4,261,850   

Personal Products — 0.3%

                               

Hypermarcas SA, Notes

    6.500     4/20/21        1,570,000        1,664,200  (a) 

Total Consumer Staples

                            6,894,736   
Energy — 19.8%                                

Energy Equipment & Services — 0.6%

                               

Offshore Drilling Holding SA, Senior Secured Notes

    8.375     9/20/20        1,590,000        1,701,300  (a) 

TMK OAO Via TMK Capital SA, Senior Notes

    6.750     4/3/20        1,700,000        1,640,500  (a) 

Total Energy Equipment & Services

                            3,341,800   

Oil, Gas & Consumable Fuels — 19.2%

                               

Alliance Oil Co., Ltd., Senior Notes

    7.000     5/4/20        1,850,000        1,794,500  (a) 

Dolphin Energy Ltd., Senior Secured Bonds

    5.888     6/15/19        2,864,426        3,133,682  (a) 

Ecopetrol SA, Senior Notes

    7.625     7/23/19        1,470,000        1,749,300   

Ecopetrol SA, Senior Notes

    5.875     9/18/23        1,504,000        1,590,480   

EDC Finance Ltd., Senior Notes

    4.875     4/17/20        3,410,000        3,320,487  (a) 

GeoPark Latin America Ltd. Agencia en Chile, Senior Secured Notes

    7.500     2/11/20        1,620,000        1,656,450  (a) 

LUKOIL International Finance BV, Bonds

    6.656     6/7/22        4,085,000        4,488,394  (a) 

Novatek Finance Ltd., Notes

    6.604     2/3/21        2,700,000        2,970,000  (a) 

Pacific Rubiales Energy Corp., Senior Notes

    5.375     1/26/19        2,980,000        3,009,800  (a) 

Pacific Rubiales Energy Corp., Senior Notes

    7.250     12/12/21        3,090,000        3,290,850  (a) 

Pacific Rubiales Energy Corp., Senior Notes

    5.125     3/28/23        3,150,000        2,905,875  (a) 

 

See Notes to Financial Statements.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   11


Schedule of investments (cont’d)

December 31, 2013

 

Western Asset Emerging Markets Debt Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Oil, Gas & Consumable Fuels — continued

                               

Pan American Energy LLC, Senior Notes

    7.875     5/7/21        706,000      $ 734,240  (a) 

Pan American Energy LLC, Senior Notes

    7.875     5/7/21        378,000        393,120  (a) 

Pemex Project Funding Master Trust, Senior Bonds

    6.625     6/15/35        12,609,000        13,334,017   

Petrobras International Finance Co., Senior Notes

    5.375     1/27/21        3,110,000        3,101,877   

Petrobras International Finance Co., Senior Notes

    6.875     1/20/40        5,535,000        5,290,054   

Petroleos de Venezuela SA, Senior Notes

    8.500     11/2/17        8,590,000        7,172,650  (a) 

Petroleos Mexicanos, Notes

    8.000     5/3/19        670,000        814,050   

Petroleos Mexicanos, Senior Notes

    5.500     1/21/21        9,210,000        9,946,800   

Petroleos Mexicanos, Senior Notes

    4.875     1/24/22        910,000        937,300   

Petroleos Mexicanos, Senior Notes

    5.500     6/27/44        4,770,000        4,376,475   

Petroleum Co. of Trinidad & Tobago Ltd., Senior Notes

    9.750     8/14/19        2,670,000        3,364,200  (a) 

Petronas Capital Ltd., Senior Notes

    5.250     8/12/19        9,290,000        10,217,142  (a) 

Petronas Capital Ltd., Senior Notes

    5.250     8/12/19        756,000        831,449  (a) 

PT Pertamina Persero, Notes

    5.250     5/23/21        3,430,000        3,318,525  (a) 

PT Pertamina Persero, Senior Notes

    4.875     5/3/22        1,310,000        1,205,200  (a) 

PT Pertamina Persero, Senior Notes

    4.300     5/20/23        1,650,000        1,443,750  (a) 

Ras Laffan Liquefied Natural Gas Co., Ltd. III, Senior Secured Bonds

    6.750     9/30/19        3,216,000        3,795,588  (a) 

Reliance Holdings USA Inc., Senior Notes

    4.500     10/19/20        3,360,000        3,324,787  (a) 

Rosneft Finance SA, Senior Notes

    7.500     7/18/16        4,120,000        4,645,300  (a) 

Rosneft Finance SA, Senior Notes

    6.625     3/20/17        1,063,000        1,179,930  (a) 

Sibur Securities Ltd., Senior Notes

    3.914     1/31/18        1,730,000        1,697,563  (a) 

Transportadora de Gas del Peru SA, Senior Notes

    4.250     4/30/28        2,110,000        1,856,800  (a) 

Total Oil, Gas & Consumable Fuels

                            112,890,635   

Total Energy

                            116,232,435   
Financials — 0.3%                                

Real Estate Management & Development — 0.3%

                               

Agile Property Holdings Ltd., Senior Notes

    8.875     4/28/17        1,400,000        1,480,500  (a) 

Country Garden Holdings Co., Ltd., Senior Notes

    11.125     2/23/18        206,000        229,690  (a) 

Total Financials

                            1,710,190   
Industrials — 2.7%                                

Building Products — 0.6%

                               

Andrade Gutierrez International SA, Senior Notes

    4.000     4/30/18        2,660,000        2,520,350  (a) 

Rearden G Holdings EINS GmbH, Senior Notes

    7.875     3/30/20        1,230,000        1,285,350  (a) 

Total Building Products

                            3,805,700   

Construction & Engineering — 1.4%

                               

OAS Investments GmbH, Senior Notes

    8.250     10/19/19        1,540,000        1,509,200  (a) 

Odebrecht Finance Ltd., Senior Notes

    5.125     6/26/22        510,000        500,438  (a) 

 

See Notes to Financial Statements.

 

12    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Western Asset Emerging Markets Debt Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Construction & Engineering — continued

                               

Odebrecht Finance Ltd., Senior Notes

    4.375     4/25/25        7,220,000      $ 6,317,500  (a) 

Total Construction & Engineering

                            8,327,138   

Industrial Conglomerates — 0.5%

                               

Sinochem Overseas Capital Co., Ltd., Senior Notes

    4.500     11/12/20        2,645,000        2,711,966  (a) 

Transportation Infrastructure — 0.2%

                               

Mersin Uluslararasi Liman Isletmeciligi AS, Notes

    5.875     8/12/20        1,100,000        1,083,500  (a) 

Total Industrials

                            15,928,304   
Materials — 14.4%                                

Chemicals — 1.5%

                               

Alpek SA de CV, Senior Notes

    4.500     11/20/22        2,917,000        2,778,443  (a) 

Braskem Finance Ltd., Senior Notes

    7.000     5/7/20        2,653,000        2,842,689  (a) 

Mexichem SAB de CV, Senior Notes

    4.875     9/19/22        2,358,000        2,316,735  (a) 

Mexichem SAB de CV, Senior Notes

    4.875     9/19/22        971,000        954,008  (a) 

Total Chemicals

                            8,891,875   

Construction Materials — 2.4%

                               

Cementos Pacasmayo SAA, Senior Notes

    4.500     2/8/23        1,350,000        1,228,500  (a) 

Cemex Finance LLC, Senior Secured Notes

    9.375     10/12/22        4,130,000        4,677,225  (a) 

Cemex Finance LLC, Senior Secured Notes

    9.375     10/12/22        2,120,000        2,400,900  (a) 

Cemex SAB de CV, Senior Secured Notes

    9.000     1/11/18        2,900,000        3,197,250  (a) 

Cemex SAB de CV, Senior Secured Notes

    6.500     12/10/19        2,610,000        2,702,655  (a) 

Total Construction Materials

                            14,206,530   

Metals & Mining — 9.6%

                               

AngloGold Ashanti Holdings PLC, Senior Notes

    8.500     7/30/20        1,400,000        1,452,640   

CSN Resources SA, Senior Bonds

    6.500     7/21/20        1,550,000        1,575,187  (a) 

CSN Resources SA, Senior Bonds

    6.500     7/21/20        1,506,000        1,530,473  (a) 

Evraz Group SA, Notes

    9.500     4/24/18        1,250,000        1,370,313  (a) 

Evraz Group SA, Notes

    6.750     4/27/18        3,285,000        3,278,430  (a) 

Evraz Group SA, Senior Notes

    9.500     4/24/18        1,870,000        2,049,987  (a) 

Evraz Group SA, Senior Notes

    6.500     4/22/20        2,580,000        2,409,075  (a) 

Gerdau Trade Inc., Senior Notes

    4.750     4/15/23        1,700,000        1,572,500  (a) 

Samarco Mineracao SA, Senior Notes

    4.125     11/1/22        2,600,000        2,346,500  (a) 

Severstal OAO Via Steel Capital SA, Senior Notes

    4.450     3/19/18        1,700,000        1,689,375  (a) 

Southern Copper Corp., Senior Notes

    5.375     4/16/20        1,240,000        1,331,124   

Southern Copper Corp., Senior Notes

    7.500     7/27/35        110,000        115,728   

Southern Copper Corp., Senior Notes

    6.750     4/16/40        4,750,000        4,646,749   

Southern Copper Corp., Senior Notes

    5.250     11/8/42        2,690,000        2,194,978   

Vale Overseas Ltd., Notes

    8.250     1/17/34        8,610,000        10,004,338   

Vale Overseas Ltd., Notes

    6.875     11/21/36        5,063,000        5,254,143   

 

See Notes to Financial Statements.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   13


Schedule of investments (cont’d)

December 31, 2013

 

Western Asset Emerging Markets Debt Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Metals & Mining — continued

                               

Vale Overseas Ltd., Senior Notes

    4.375     1/11/22        2,600,000      $ 2,539,142   

Vedanta Resources PLC, Senior Notes

    8.750     1/15/14        4,154,000        4,174,770  (a) 

Vedanta Resources PLC, Senior Notes

    6.750     6/7/16        2,410,000        2,509,412  (a) 

Vedanta Resources PLC, Senior Notes

    6.750     6/7/16        800,000        833,000  (a) 

Vedanta Resources PLC, Senior Notes

    9.500     7/18/18        550,000        613,250  (a) 

Vedanta Resources PLC, Senior Notes

    6.000     1/31/19        2,960,000        2,878,600  (a) 

Total Metals & Mining

                            56,369,714   

Paper & Forest Products — 0.9%

                               

Celulosa Arauco y Constitucion SA, Senior Notes

    7.250     7/29/19        525,000        609,068   

Celulosa Arauco y Constitucion SA, Senior Notes

    4.750     1/11/22        955,000        935,176   

Inversiones CMPC SA, Notes

    4.750     1/19/18        1,540,000        1,622,878  (a) 

Inversiones CMPC SA, Notes

    4.375     5/15/23        1,060,000        993,152  (a) 

Inversiones CMPC SA, Senior Notes

    4.500     4/25/22        1,200,000        1,145,479  (a) 

Total Paper & Forest Products

                            5,305,753   

Total Materials

                            84,773,872   
Telecommunication Services — 3.3%                                

Diversified Telecommunication Services — 2.1%

                               

Axtel SAB de CV, Senior Secured Notes, Step Bond

    7.000     1/31/20        7,596,000        7,121,250  (a) 

Empresa Nacional de Telecomunicaciones S.A., Senior Notes

    4.875     10/30/24        850,000        832,455  (a) 

Qtel International Finance Ltd., Senior Notes

    4.750     2/16/21        1,380,000        1,452,450  (a) 

Telemar Norte Leste SA, Senior Notes

    5.500     10/23/20        1,850,000        1,766,750  (a) 

UBS Luxembourg SA for OJSC Vimpel Communications, Loan Participation Notes

    8.250     5/23/16        974,000        1,081,140  (a) 

Total Diversified Telecommunication Services

                            12,254,045   

Wireless Telecommunication Services — 1.2%

                               

Indosat Palapa Co. BV, Senior Notes

    7.375     7/29/20        1,882,000        2,049,027  (a) 

VimpelCom Holdings BV, Senior Notes

    7.504     3/1/22        640,000        670,157  (a) 

VimpelCom Holdings BV, Senior Notes

    5.950     2/13/23        4,900,000        4,642,750  (a) 

Total Wireless Telecommunication Services

                            7,361,934   

Total Telecommunication Services

                            19,615,979   
Utilities — 3.4%                                

Electric Utilities — 1.5%

                               

Centrais Eletricas Brasileiras SA, Senior Notes

    6.875     7/30/19        580,000        623,500  (a) 

Centrais Eletricas Brasileiras SA, Senior Notes

    5.750     10/27/21        2,690,000        2,626,112  (a) 

Comision Federal de Electricidad, Senior Notes

    4.875     1/15/24        1,200,000        1,194,000  (a) 

Majapahit Holding BV, Senior Notes

    7.750     1/20/20        2,960,000        3,263,400  (a) 

State Grid Overseas Investment 2013 Ltd., Senior Bonds

    3.125     5/22/23        1,150,000        1,054,755  (a) 

Total Electric Utilities

                            8,761,767   

 

See Notes to Financial Statements.

 

14    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Western Asset Emerging Markets Debt Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Gas Utilities — 0.9%

                               

Empresa de Energia de Bogota SA, Senior Notes

    6.125     11/10/21        1,300,000      $ 1,391,000  (a) 

Gas Natural de Lima y Callao SA, Senior Notes

    4.375     4/1/23        1,680,000        1,562,400  (a) 

Transportadora de Gas del Peru SA, Senior Notes

    4.250     4/30/28        530,000        466,400  (a) 

Transportadora de Gas Internacional SA ESP, Senior Notes

    5.700     3/20/22        1,900,000        2,021,125  (a) 

Total Gas Utilities

                            5,440,925   

Independent Power Producers & Energy Traders — 0.7%

                               

AES Gener SA, Notes

    5.250     8/15/21        1,510,000        1,535,814  (a) 

Colbun SA, Senior Notes

    6.000     1/21/20        2,510,000        2,705,436  (a) 

Total Independent Power Producers & Energy Traders

                            4,241,250   

Multi-Utilities — 0.3%

                               

Empresas Publicas de Medellin ESP, Senior Notes

    7.625     7/29/19        1,320,000        1,564,200  (a) 

Total Utilities

                            20,008,142   

Total Corporate Bonds & Notes (Cost — $273,321,558)

  

    271,647,263   
            Expiration
Date
    Warrants         
Warrants — 0.1%                                

Bolivarian Republic of Venezuela, Oil-linked payment obligations (Cost — $364,095)

            4/15/20        11,745        295,093   

Total Investments — 106.6% (Cost — $636,583,584#)

  

    627,308,793   

Liabilities in Excess of Other Assets — (6.6)%

                            (38,870,105

Total Net Assets — 100.0%

                          $ 588,438,688   

 

Face amount denominated in U.S. dollars, unless otherwise noted.

 

(a) 

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors, unless otherwise noted.

 

(b) 

All or a portion of this security is pledged as collateral pursuant to the loan agreement (See Note 5).

 

# Aggregate cost for federal income tax purposes is $640,542,009.

 

Abbreviations used in this schedule:

BRL   — Brazilian Real
MXN   — Mexican Peso
OJSC   — Open Joint Stock Company
RUB   — Russian Ruble

 

See Notes to Financial Statements.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   15


Schedule of investments (cont’d)

December 31, 2013

 

Western Asset Emerging Markets Debt Fund Inc.

 

 

Summary of Investments by Country (unaudited)**       
Mexico      16.7
Russia      14.7   
Brazil      14.5   
Venezuela      9.2   
Turkey      7.3   
Colombia      6.4   
Indonesia      6.2   
Peru      5.0   
Chile      3.6   
Poland      2.9   
India      2.3   
Malaysia      1.8   
Lithuania      1.4   
Croatia      1.3   
Hungary      1.0   
China      0.9   
Qatar      0.8   
Philippines      0.7   
Trinidad and Tobago      0.7   
Argentina      0.6   
Panama      0.5   
United Arab Emirates      0.5   
South Africa      0.4   
Gabon      0.3   
Ukraine      0.3   
       100.0

 

** As a percentage of total investments. Please note that the Fund holdings are as of December 31, 2013 and are subject to change.

 

See Notes to Financial Statements.

 

16    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Statement of assets and liabilities

December 31, 2013

 

Assets:         

Investments, at value (Cost — $636,583,584)

   $ 627,308,793   

Foreign currency, at value (Cost — $1,664,071)

     1,618,618   

Cash

     2,269,837   

Interest receivable

     11,347,857   

Unrealized appreciation on forward foreign currency contracts

     1,046,024   

Prepaid expenses

     16,512   

Total Assets

     643,607,641   
Liabilities:         

Loan payable (Note 5)

     53,950,000   

Investment management fee payable

     464,552   

Interest payable

     16,231   

Unrealized depreciation on forward foreign currency contracts

     8,883   

Directors’ fees payable

     354   

Accrued expenses

     728,933   

Total Liabilities

     55,168,953   
Total Net Assets    $ 588,438,688   
Net Assets:         

Par value ($0.001 par value; 30,794,143 shares issued and outstanding;
100,000,000 shares authorized)

   $ 30,794   

Paid-in capital in excess of par value

     586,710,644   

Undistributed net investment income

     12,899,709   

Accumulated net realized loss on investments and foreign currency transactions

     (2,863,116)   

Net unrealized depreciation on investments and foreign currencies

     (8,339,343)   
Total Net Assets    $ 588,438,688   
Shares Outstanding      30,794,143   
Net Asset Value      $19.11   

 

See Notes to Financial Statements.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   17


Statement of operations

For the Year Ended December 31, 2013

 

Investment Income:         

Interest

   $ 42,056,571   

Dividends

     70,470   

Less: Foreign taxes withheld

     (17,732)   

Total Investment Income

     42,109,309   
Expenses:         

Investment management fee (Note 2)

     5,674,713   

Excise tax (Note 1)

     769,500   

Interest expense (Note 5)

     310,590   

Transfer agent fees

     235,111   

Commitment fees (Note 5)

     147,662   

Directors’ fees

     102,452   

Legal fees

     95,126   

Audit and tax

     71,140   

Fund accounting fees

     61,756   

Custody fees

     49,687   

Shareholder reports

     43,787   

Stock exchange listing fees

     22,356   

Insurance

     14,054   

Miscellaneous expenses

     16,000   

Total Expenses

     7,613,934   
Net Investment Income      34,495,375   
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency
Transactions (Notes 1, 3 and 4):
        

Net Realized Gain (Loss) From:

        

Investment transactions

     3,961,979   

Foreign currency transactions

     (1,242,292)   

Net Realized Gain

     2,719,687   

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     (95,781,136)   

Foreign currencies

     1,035,050   

Change in Net Unrealized Appreciation (Depreciation)

     (94,746,086)   
Net Loss on Investments and Foreign Currency Transactions      (92,026,399)   
Decrease in Net Assets from Operations    $ (57,531,024)   

 

See Notes to Financial Statements.

 

18    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Statement of changes in net assets

 

For the Years Ended December 31,    2013      2012  
Operations:                  

Net investment income

   $ 34,495,375       $ 37,593,616   

Net realized gain

     2,719,687         8,006,035   

Change in net unrealized appreciation (depreciation)

     (94,746,086)         55,016,758   

Increase (Decrease) in Net Assets From Operations

     (57,531,024)         100,616,409   
Distributions to Shareholders From (Note 1):                  

Net investment income

     (38,633,647)         (36,000,134)   

Net realized gains

     (5,696,484)         (7,499,268)   

Decrease in Net Assets From Distributions to Shareholders

     (44,330,131)         (43,499,402)   
Fund Share Transactions:                  

Reinvestment of distributions (36,949 and 18,839 shares issued, respectively)

     795,847         409,790   

Increase in Net Assets From Fund Share Transactions

     795,847         409,790   

Increase (Decrease) in Net Assets

     (101,065,308)         57,526,797   
Net Assets:                  

Beginning of year

     689,503,996         631,977,199   

End of year*

   $ 588,438,688       $ 689,503,996   

*   Includes undistributed net investment income of:

     $12,899,709         $16,487,106   

 

See Notes to Financial Statements.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   19


Financial highlights

 

For a share of capital stock outstanding throughout each year ended December 31,

unless otherwise noted:

 
     20131     20121     20111     20101     20092     20093  
Net asset value, beginning of year     $22.42        $20.56        $20.57        $19.40        $19.39        $14.11   
Income (loss) from operations:            

Net investment income

    1.12        1.22        1.28        1.39        0.22        1.20   

Net realized and unrealized gain (loss)

    (2.99)        2.05        0.04        1.15        0.03        5.66   

Total income (loss) from operations

    (1.87)        3.27        1.32        2.54        0.25        6.86   
Less distributions from:            

Net investment income

    (1.25)        (1.17)        (1.11)        (1.37)        (0.24)        (1.49)   

Net realized gains

    (0.19)        (0.24)        (0.22)                      (0.09)   

Total distributions

    (1.44)        (1.41)        (1.33)        (1.37)        (0.24)        (1.58)   
Net asset value, end of year     $19.11        $22.42        $20.56        $20.57        $19.40        $19.39   
Market price, end of year     $17.20        $21.80        $18.90        $18.31        $17.36        $16.26   

Total return, based on NAV4,5

    (8.58)     16.40     6.55     13.49     1.29     51.51

Total return, based on Market Price6

    (14.89)     23.46     10.70     13.68     8.23     62.47
Net assets, end of year (000s)     $588,439        $689,504        $631,977        $632,265        $596,400        $596,062   
Ratios to average net assets:            

Gross expenses

    1.20     1.12     1.13     1.02     1.08 %7      1.13 %8 

Net expenses9

    1.20        1.12        1.13        1.02        1.08 7      1.13 8 

Net investment income

    5.43        5.65        6.18        6.88        6.83 7      7.50   
Portfolio turnover rate     25     20     28     28     3     49
Supplemental data:            

Loans Outstanding, End of Period (000s)

    $53,950                                      

Asset Coverage for Loan Outstanding

    1,191                                   

Weighted Average Loan (000s)

    $32,807                                      

Weighted Average Interest Rate on Loans

    0.94                                   

 

1 

Per share amounts have been calculated using the average shares method.

 

2 

For the period November 1, 2009 through December 31, 2009.

 

3 

For the year ended October 31.

 

4 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

5 

The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

6 

The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

7 

Annualized.

 

8 

Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios including and excluding interest expense would have both been 1.11% for the year ended October 31, 2009.

 

9 

The impact of compensating balance arrangements, if any, was less than 0.01%.

 

See Notes to Financial Statements.

 

20    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Notes to financial statements

 

1. Organization and significant accounting policies

Western Asset Emerging Markets Debt Fund Inc. (the “Fund”) was incorporated in Maryland on April 16, 2003 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Board of Directors authorized 100 million shares of $0.001 par value common stock. The Fund’s primary investment objective is to seek total return. High current income is a secondary objective.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Directors.

The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North American Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Directors, is responsible for making fair value determinations,

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   21


Notes to financial statements (cont’d)

 

evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:

 

Ÿ  

Level 1 — quoted prices in active markets for identical investments

 

Ÿ  

Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

Ÿ  

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

 

22    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


The following is a summary of the inputs used in valuing the Fund’s assets and liabilities carried at fair value:

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Long-term investments†:                                

Sovereign bonds

         $ 354,427,778             $ 354,427,778   

Convertible bonds & notes

           938,659               938,659   

Corporate bonds & notes

           271,647,263               271,647,263   

Warrants

           295,093               295,093   
Total investments          $ 627,308,793             $ 627,308,793   
Other financial instruments:                                

Forward foreign currency contracts

         $ 1,046,024             $ 1,046,024   
Total          $ 628,354,817             $ 628,354,817   
LIABILITIES  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Other financial instruments:                                

Forward foreign currency contracts

         $ 8,883             $ 8,883   

 

See Schedule of Investments for additional detailed categorizations.

(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   23


Notes to financial statements (cont’d)

 

(c) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.

Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

(d) Loan participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights of off-set against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.

The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any off-set between the lender and the borrower.

(e) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference

 

24    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

(f) Credit and market risk. The Fund invests in high-yield and emerging market instruments that are subject to certain credit and market risks. The yields of high-yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investments in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

(g) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.

(h) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s investment manager attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the investment manager. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   25


Notes to financial statements (cont’d)

 

The Fund has entered into master agreements with certain of its derivative counterparties that provide for general obligations, representations, agreements, collateral, events of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearing house for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.

Absent an event of default by the counterparty or a termination of the agreement, the terms of the master agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.

As of December 31, 2013, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $8,883. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties.

(i) Other risks. Consistent with its objective to seek high current income, the Fund may invest in instruments whose values and interest rates are linked to foreign currencies, interest rates, indices or some other financial indicator. The value at maturity or interest rates for these instruments will increase or decrease according to the change in the indicator to which they are indexed, amongst other factors. These securities are generally more volatile in nature, and the risk of loss of principal may be greater.

(j) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(k) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.

 

26    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


(l) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. Distributions of net realized gains, if any, are declared at least annually. Pursuant to its Managed Distribution Policy, the Fund intends to make regular monthly distributions to shareholders at a fixed rate per common share, which rate may be adjusted from time to time by the Fund’s Board of Directors. Under the Fund’s Managed Distribution Policy, if, for any monthly distribution, the value of the Fund’s net investment income and net realized capital gain is less than the amount of the distribution, the difference will be distributed from the Fund’s net assets (and may constitute a “return of capital”). Shareholders will be informed of the tax characteristics of the distributions after the close of the 2013 fiscal year. The Board of Directors may modify, terminate or suspend the Managed Distribution Policy at any time, including when certain events would make part of the return of capital taxable to shareholders. Any such modification, termination or suspension could have an adverse effect on the market price of the Fund’s shares. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

(m) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.

However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income and 98.2% net realized gains exceed the distributions from such taxable income and realized gains for the calendar year. The Fund paid approximately $869,000 of Federal excise taxes attributable to calendar year 2012. Additionally, the Fund has accrued $769,500 of Federal excise taxes in calendar year 2013.

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of December 31, 2013, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   27


Notes to financial statements (cont’d)

 

(n) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. During the current year, the following reclassifications have been made:

 

       

Undistributed Net
Investment Income

       Accumulated Net
Realized Loss
       Paid-in
Capital
 
(a)      $ 769,500                   $ (769,500)   
(b)        (218,625)         $ 218,625             

 

(a) 

Reclassifications are primarily due to a non-deductible excise tax accrued by the Fund.

 

(b) 

Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes, differences between book and tax amortization of premium on fixed income securities and book/tax differences in foreign capital gains taxes.

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company (“Western Asset”), Western Asset Management Company Limited (“Western Asset Limited”) and Western Asset Management Company Pte. Ltd. (“Western Singapore”) are the Fund’s subadvisers. LMPFA, Western Asset, Western Asset Limited and Western Singapore are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.85% of the Fund’s average daily net assets plus the proceeds of any outstanding borrowings.

LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. Western Asset Limited and Western Singapore provide certain advisory services to the Fund relating to currency transactions and investment in non-U.S. dollar denominated securities. Western Asset Limited and Western Singapore do not receive any compensation from the Fund and are compensated by Western Asset for its services to the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Fund. In turn, Western Asset pays Western Asset Limited and Western Singapore a subadvisory fee of 0.30% on assets managed by each subadviser.

All officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.

3. Investments

During the year ended December 31, 2013, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases      $ 211,148,821   
Sales        160,772,911   

 

28    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


At December 31, 2013, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

Gross unrealized appreciation      $ 26,258,162   
Gross unrealized depreciation        (39,491,378)   
Net unrealized depreciation      $ (13,233,216)   

At December 31, 2013, the Fund had the following open forward foreign currency contracts:

 

Foreign Currency    Counterparty    Local
Currency
     Market
Value
     Settlement
Date
     Unrealized
Gain (Loss)
 
Contracts to Buy:                                         
Brazilian Real    Citibank N.A.      7,156,389       $ 3,024,125         1/15/14       $ (8,883)   
Contracts to Sell:                                         
Brazilian Real    Citibank N.A.      1,164,881         492,252         1/15/14         30,937   
Brazilian Real    Citibank N.A.      5,764,337         2,435,878         1/15/14         118,670   
Brazilian Real    Citibank N.A.      5,764,337         2,435,878         1/15/14         120,936   
Brazilian Real    Citibank N.A.      39,354,900         16,630,490         1/15/14         775,481   
                                  1,046,024   
Net unrealized gain on open forward foreign currency contracts                $ 1,037,141   

4. Derivative instruments and hedging activities

GAAP requires enhanced disclosure about an entity’s derivative and hedging activities.

Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at December 31, 2013.

 

ASSET DERIVATIVES1  
      Foreign Exchange Risk  
Forward foreign currency contracts    $ 1,046,024   

 

LIABILITY DERIVATIVES1  
      Foreign Exchange Risk  
Forward foreign currency contracts    $ 8,883   

 

1 

Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability derivatives is payables/net unrealized appreciation (depreciation).

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   29


Notes to financial statements (cont’d)

 

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended December 31, 2013. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED  
      Foreign Exchange Risk  
Forward foreign currency contracts    $ (1,066,747)   

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
      Foreign Exchange Risk  
Forward foreign currency contracts    $ 1,119,850   

During the year ended December 31, 2013, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
 
Forward foreign currency contracts (to buy)      $ 939,324   
Forward foreign currency contracts (to sell)        9,331,147   

The following table presents by financial instrument, the Fund’s derivative assets net of the related collateral held by the Fund at December 31, 2013:

 

      Gross Amount of Derivative
Assets in the Statement
of  Assets and Liabilities1
     Collateral
Received
     Net
Amount
 
Forward foreign currency contracts    $ 1,046,024               $ 1,046,024   

The following table presents by financial instrument, the Fund’s derivative liabilities net of the related collateral pledged by the Fund at December 31, 2013:

 

      Gross Amount of Derivative
Liabilities in the Statement
of  Assets and Liabilities1
     Collateral
Pledged
     Net
Amount
 
Forward foreign currency contracts    $ 8,883               $ 8,883   

 

1 

Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

5. Loan

At December 31, 2013, the Fund had a $71,000,000 credit line available pursuant to a 364-day revolving credit agreement with a financial institution. Unless renewed, this agreement will terminate on March 14, 2014. The Fund pays a monthly commitment fee at an annual rate of 0.38% on the unutilized portion of the available loan. Prior to March 15, 2013, the Fund paid a monthly commitment fee at an annual rate of 0.40% on the unutilized portion of the available loan. The interest on the loan outstanding, if any, is calculated at a variable rate based on the one-month LIBOR plus any applicable margin. To the extent of the borrowing outstanding, the Fund is required to maintain collateral in a special custody account at the Fund’s custodian on

 

30    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


behalf of the financial institution. Interest expense related to the loan for the year ended December 31, 2013 was $310,590. For the year ended December 31, 2013, the Fund incurred a commitment fee in the amount of $147,662. At December 31, 2013, the Fund had $53,950,000 of borrowings outstanding per this credit agreement. For the year ended December 31, 2013, based on the number of days during the reporting period that the Fund had a loan balance outstanding, the average daily loan balance was $37,073,220 and weighted average interest rate was 0.94%.

6. Distributions subsequent to December 31, 2013

The following distributions have been declared by the Fund’s Board of Directors and are payable subsequent to the period of this report:

 

Record Date      Payable Date        Amount  
1/24/14        1/31/14         $ 0.1200   
2/21/14        2/28/14         $ 0.1200   
3/21/14        3/28/14         $ 0.1200   
4/17/14        4/25/14         $ 0.1200   
5/23/14        5/30/14         $ 0.1200   

7. Income tax information and distributions to shareholders

The tax character of distributions paid during the fiscal years ended December 31, was as follows:

 

        2013        2012  
Distributions Paid From:                      
Ordinary income      $ 39,197,210         $ 36,642,120   
Net long-term capital gains        5,132,921           6,857,282   
Total taxable distributions      $ 44,330,131         $ 43,499,402   

As of December 31, 2013 the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income — net      $ 14,125,801   
Undistributed long-term capital gains — net        1,663,459   
Total undistributed earnings      $ 15,789,260   
Deferred capital losses*        (568,150)   
Other book/tax temporary differences(a)        (1,226,092)   
Unrealized appreciation (depreciation)(b)        (12,297,768)   
Total accumulated earnings (losses) — net      $ 1,697,250   

 

* These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and be available to offset future capital gains. These losses must be utilized before any of the funds capital loss carryforward may be utilized.
(a) 

Other book/tax temporary differences are attributable to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains on certain foreign currency contracts and book/tax differences in the timing of the deductibility of various expenses.

 

(b) 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales and the difference between book and tax amortization methods for premiums on fixed income securities.

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   31


Notes to financial statements (cont’d)

 

8. Recent accounting pronouncement

The Fund has adopted the disclosure provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2011-11 (“ASU 2011-11”), Balance Sheet (Topic 210) — Disclosures about Offsetting Assets and Liabilities along with the related scope clarification provisions of FASB Accounting Standards Update 2013-01 (“ASU 2013-01”) entitled Balance Sheet (Topic 210) — Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 is intended to enhance disclosures on the offsetting of financial assets and liabilities by requiring entities to disclose both gross and net information about financial instruments and transactions that are either offset in the statement of assets and liabilities or subject to a master netting agreement or similar arrangement. ASU 2013-01 limits the scope of ASU 2011-11’s disclosure requirements on offsetting to financial assets and financial liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions.

 

32    Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report


Report of independent registered public

accounting firm

 

The Board of Directors and Shareholders

Western Asset Emerging Markets Debt Fund Inc.:

We have audited the accompanying statement of assets and liabilities of Western Asset Emerging Markets Debt Fund Inc. (the “Fund”), including the schedule of investments, as of December 31, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the four-year period then ended, the period from November 1, 2009 to December 31, 2009, and the year ended October 31, 2009. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2013, by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Western Asset Emerging Markets Debt Fund Inc. as of December 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the four-year period then ended, the period from November 1, 2009 to December 31, 2009, and the year ended October 31, 2009, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 21, 2014

 

Western Asset Emerging Markets Debt Fund Inc. 2013 Annual Report   33


Board approval of management and

sub-advisory agreements (unaudited)

 

Background

The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors (the “Board”) of Western Asset Emerging Markets Debt Fund Inc. (the “Fund”), including a majority of its members that are not considered to be “interested persons” under the 1940 Act (the “Independent Directors”) voting separately, approve on an annual basis the continuation of the investment management contract (the “Management Agreement”) with the Fund’s manager, Legg Mason Partners Fund Advisor, LLC (the “Manager”), and the sub-advisory agreements (individually, a “Sub-Advisory Agreement,” and collectively, the “Sub-Advisory Agreements”) with the Manager’s affiliates, Western Asset Management Company (“Western Asset”), Western Asset Management Company Pte. Ltd. in Singapore (“Western Asset Singapore”) and Western Asset Management Company Limited in London (“Western Asset London”). Western Asset, Western Asset Singapore and Western Asset London collectively are hereinafter referred to as the “Sub-Advisers,” and Western Asset Singapore and Western Asset London together are hereinafter referred to as the “Non-U.S. Sub-Advisers.” At a meeting (the “Contract Renewal Meeting”) held in-person on November 13 and 14, 2013, the Board, including the Independent Directors, considered and approved the continuation of each of the Management Agreement and the Sub-Advisory Agreements for an additional one-year term. To assist in its consideration of the renewals of the Management Agreement and the Sub-Advisory Agreements, the Board received and considered a variety of information (together with the information provided at the Contract Renewal Meeting, the “Contract Renewal Information”) about the Manager and the Sub-Advisers, as well as the management and sub-advisory arrangements for the Fund and the other closed-end funds in the same complex under the Board’s supervision (collectively, the “Legg Mason Closed-end Funds”), certain portions of which are discussed below. A presentation made by the Manager and Western Asset to the Board at the Contract Renewal Meeting in connection with its evaluations of the Management Agreement and the Sub-Advisory Agreements encompassed the Fund and other Legg Mason Closed-end Funds. In addition to the Contract Renewal Information, the Board received performance and other information throughout the year related to the respective services rendered by the Manager and the Sub-Advisers to the Fund. The Board’s evaluation took into account the information received throughout the year and also reflected the knowledge and familiarity gained as members of the Board of the Fund and the other Legg Mason Closed-end Funds with respect to the services provided to the Fund by the Manager and the Sub-Advisers.

The Manager provides the Fund with investment advisory and administrative services pursuant to the Management Agreement and the Sub-Advisers provide, or in the case of the Non-U.S. Sub-Advisers help to provide, the Fund with certain investment sub-advisory services pursuant to the Sub-Advisory Agreements. The discussion below covers both the advisory and administrative functions being rendered by the Manager, each such function being encompassed by the Management Agreement, and the investment sub-advisory functions being rendered by the Sub-Advisers.

 

34    Western Asset Emerging Markets Debt Fund Inc.


 

Board approval of management agreement and sub-advisory agreements

In its deliberations regarding renewal of the Management Agreement and the Sub-Advisory Agreements, the Board, including the Independent Directors, considered the factors below.

Nature, extent and quality of the services under the management agreement and sub-advisory agreements

The Board received and considered Contract Renewal Information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Sub-Advisers under the Management Agreement and the Sub-Advisory Agreements, respectively, during the past year. The Board also reviewed Contract Renewal Information regarding the Fund’s compliance policies and procedures established pursuant to the 1940 Act.

The Board considered the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the Contract Renewal Information and the Board’s discussions with the Manager and Western Asset at the Contract Renewal Meeting, the general reputation and investment performance records of the Manager, Western Asset and their affiliates and the financial resources available to the corporate parent of the Manager and the Sub-Advisers, Legg Mason, Inc. (“Legg Mason”), to support their activities in respect of the Fund and the other Legg Mason Closed-end Funds.

The Board considered the responsibilities of the Manager and the Sub-Advisers under the Management Agreement and the Sub-Advisory Agreements, respectively, including the Manager’s coordination and oversight of the services provided to the Fund by the Sub-Advisers and others and Western Asset’s coordination and oversight of the services provided to the Fund by the Non-U.S. Sub-Advisers. The Management Agreement permits the Manager to delegate certain of its responsibilities, including its investment advisory duties thereunder, provided that the Manager, in each case, will supervise the activities of the delegee. Pursuant to this provision of the Management Agreement, the Manager does not provide day-to-day portfolio management services to the Fund. Rather, portfolio management services for the Fund are provided by Western Asset pursuant to the Sub-Advisory Agreement (the “Western Asset Sub-Advisory Agreement”) between the Manager and Western Asset. The Western Asset Sub-Advisory Agreement permits Western Asset to delegate certain of its responsibilities, including its investment sub-advisory duties thereunder, provided that Western Asset, in each case, will supervise the activities of the delegee. Each Non-U.S. Sub-Adviser helps to provide certain investment sub-advisory services to the Fund pursuant to a separate Sub-Advisory Agreement with Western Asset.

In reaching its determinations regarding continuation of the Management Agreement and the Sub-Advisory Agreements, the Board took into account that Fund shareholders, in pursuing their investment goals and objectives, likely purchased their shares based upon the reputation and the investment style, philosophy and strategy of the Manager and Western Asset, as well as the resources available to the Manager and the Sub-Advisers.

 

Western Asset Emerging Markets Debt Fund Inc.   35


Board approval of management and sub-advisory agreements (unaudited) (cont’d)

 

The Board concluded that, overall, the nature, extent and quality of the management and other services provided to the Fund under the Management Agreement and the Sub-Advisory Agreements have been satisfactory under the circumstances.

Fund performance

The Board received and considered performance information and analyses (the “Lipper Performance Information”) for the Fund, as well as for a group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The Performance Universe included the Fund and all non-leveraged emerging markets debt closed-end funds, as classified by Lipper, regardless of asset size. The Performance Universe consisted of five funds, including the Fund, for each of the 1-, 3- and 5-year periods ended June 30, 2013. The Board noted that it had received and discussed with the Manager and Western Asset information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and its peer funds as selected by Lipper.

The Lipper Performance Information comparing the Fund’s performance to that of the Performance Universe based on net asset value per share showed, among other things, that the Fund’s performance for the 1-year period ended June 30, 2013 was ranked fourth among the funds in the Performance Universe and was worse than the Performance Universe median for that period. The Fund’s performance for each of the 3- and 5-year periods ended June 30, 2013 was ranked third among the funds in the Performance Universe for that period and was at the Performance Universe median. The Board noted, among other things, that the small number of funds in the Performance Universe made meaningful performance comparisons difficult. In addition to the Fund’s performance relative to the Performance Universe, the Board considered the Fund’s performance in absolute terms and relative to its benchmark. On a net asset value basis, the Fund underperformed its benchmark for each of the 1-, 3- and 5-year periods.

Based on the reviews and discussions of Fund performance with the Manager and the Sub-Adviser and considering other relevant factors, including those noted above, the Board, while expressing its disappointment with the Fund’s performance, concluded that, under the circumstances, continuation of the Management Agreement and the Sub-Advisory Agreements for an additional one-year period would be in the interests of the Fund and its shareholders.

Management fees and expense ratios

The Board reviewed and considered the management fee (the “Management Fee”) payable by the Fund to the Manager under the Management Agreement and the sub-advisory fees (the “Sub-Advisory Fees”) payable to the Sub-Advisers under the Sub-Advisory Agreements in light of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and the Sub-Advisers. The Board noted that the

 

36    Western Asset Emerging Markets Debt Fund Inc.


Sub-Advisory Fees payable to Western Asset under the Western Asset Sub-Advisory Agreement are paid by the Manager, not the Fund, and, accordingly, that the retention of Western Asset does not increase the fees or expenses otherwise incurred by the Fund’s shareholders. Similarly, the Board noted that the Sub-Advisory Fees payable to each of the Non-U.S. Sub-Advisers under its Sub-Advisory Agreement with Western Asset are paid by Western Asset, not the Fund, and, accordingly, that the retention of such Non-U.S. Sub-Adviser does not increase the fees or expenses otherwise incurred by the Fund’s shareholders.

Additionally, the Board received and considered information and analyses prepared by Lipper (the “Lipper Expense Information”) comparing the Management Fee and the Fund’s overall expenses with those of funds in an expense universe (the “Expense Universe”) selected and provided by Lipper. The comparison was based upon the constituent funds’ latest fiscal years. The Expense Universe consisted of the Fund and four other non-leveraged emerging markets debt closed-end funds, as classified by Lipper. The Expense Universe funds had average net assets ranging from $203.9 million to $738.1 million. One of the other funds in the Expense Universe was larger than the Fund and three funds were smaller.

The Lipper Expense Information, comparing the Management Fee as well as the Fund’s actual total expenses to the Fund’s Expense Universe, showed, among other things, that the Fund’s contractual Management Fee, actual Management Fee (i.e., giving effect to any voluntary fee waivers implemented by the Manager with respect to the Fund and by the managers of the other Expense Universe funds) and actual total expenses each ranked first (i.e., lowest) among the funds in the Expense Universe. The Board considered that the small number of funds in the Expense Universe, which included another Legg Mason Closed-end Fund, made meaningful comparisons difficult.

The Board also reviewed Contract Renewal Information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional and separate accounts. The Board was advised that the fees paid by such institutional, separate account and other clients (collectively, “institutional clients”) generally are lower, and may be significantly lower, than the Management Fee. The Contract Renewal Information discussed the significant differences in scope of services provided to the Fund and to institutional clients. Among other things, institutional clients have fewer compliance, administration and other needs than the Fund and the Fund is subject not only to heightened regulatory requirements relative to institutional clients but also to requirements for listing on the New York Stock Exchange. The Contract Renewal Information noted further that the Fund is provided with administrative services, office facilities, Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers. The Contract Renewal Information included information regarding management fees paid by open-end

 

Western Asset Emerging Markets Debt Fund Inc.   37


Board approval of management and sub-advisory agreements (unaudited) (cont’d)

 

mutual funds in the same complex (the “Legg Mason Open-end Funds”) and such information indicated that the management fees paid by the Legg Mason Closed-end Funds generally were higher than those paid by the Legg Mason Open-end Funds. The Manager, in response to an inquiry by the Board as to the reasons for the fee differential, provided information as to differences between the services provided to the Fund and the other Legg Mason Closed-end Funds and the services provided to the Legg Mason Open-end Funds. The Board considered the fee comparisons in light of the different services provided in managing these other types of clients and funds.

Taking all of the above into consideration, the Board determined that the Management Fee and the Sub-Advisory Fees were reasonable in light of the nature, extent and overall quality of the management, investment advisory and other services provided to the Fund under the Management Agreement and the Sub-Advisory Agreements.

Manager profitability

The Board, as part of the Contract Renewal Information, received an analysis of the profitability to the Manager and its affiliates in providing services to the Fund for the Manager’s fiscal years ended March 31, 2013 and March 31, 2012. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received Contract Renewal Information with respect to the Manager’s revenue and cost allocation methodologies used in preparing such profitability data. The Board received a report from an outside consultant engaged by the Manager that had reviewed the Manager’s revenue and cost allocation methodologies. The profitability to each of the Sub-Advisers was not considered to be a material factor in the Board’s considerations since Western Asset’s Sub-Advisory Fees are paid by the Manager, not the Fund, and the Sub-Advisory Fees for the Non-U.S. Sub-Advisers, in each case, are paid by Western Asset, not the Fund. The profitability analysis presented to the Board as part of the Contract Renewal Information indicated that profitability to the Manager had increased by 13% during the period covered by the analysis. Considering relevant factors, including those noted above, the Board did not consider the level of profitability to be such as to support a determination against continuation of the Management Agreement and the Sub-Advisory Agreements in light of the Manager’s explanation in support of the Fund’s profitability level; the Manager’s belief that the Fund’s current level of profitability could decline with a depreciation in popularity and market values of emerging market investments; and the nature, extent and overall quality of the investment advisory and other services provided to the Fund. However, the Board determined that profitability to the Manager in providing services to the Fund merited monitoring at its current level.

Economies of scale

The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Fund’s assets grow. The Board noted that because the Fund is a closed-end fund with no current plans to seek additional assets beyond maintaining its dividend reinvestment plan, any significant growth in its assets

 

38    Western Asset Emerging Markets Debt Fund Inc.


 

generally will occur through appreciation in the value of the Fund’s investment portfolio, rather than sales of additional shares in the Fund. The Board determined that the Management Fee structure, which incorporates no breakpoints reducing the Management Fee at specified increased asset levels, was appropriate under present circumstances.

Other benefits to the manager and the sub-advisers

The Board considered other benefits received by the Manager, the Sub-Advisers and their affiliates as a result of their relationship with the Fund and did not regard such benefits as excessive.

*   *   *

In light of all of the foregoing and other relevant factors, the Board determined that, under the circumstances, continuation of the Management Agreement and the Sub-Advisory Agreements would be consistent with the interests of the Fund and its shareholders and unanimously voted to continue each Agreement for a period of one additional year. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve continuation of the Management Agreement and the Sub-Advisory Agreements, and each Board member attributed different weights to the various factors. The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to the Contract Renewal Meeting, the Board received a memorandum prepared by the Manager discussing its responsibilities in connection with the proposed continuation of the Management Agreement and the Sub-Advisory Agreements as part of the Contract Renewal Information and the Independent Directors separately received a memorandum discussing such responsibilities from their independent counsel. Prior to voting, the Independent Directors also discussed the proposed continuation of the Management Agreement and the Sub-Advisory Agreements in private sessions with their independent legal counsel at which no representatives of the Manager or any Sub-Adviser were present.

 

Western Asset Emerging Markets Debt Fund Inc.   39


Additional information (unaudited)

Information about Directors and Officers

 

The business and affairs of Western Asset Emerging Markets Debt Fund Inc. (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Directors. The business address of each Director is c/o Kenneth D. Fuller, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Directors and officers of the Fund is set forth below.

 

Independent Directors:
Carol L. Colman
Year of birth   1946
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class I
Term of office1 and length of time served   Since 2003
Principal occupation(s) during past five years   President, Colman Consulting Company (consulting)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   None
Daniel P. Cronin
Year of birth   1946
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class I
Term of office1 and length of time served   Since 2003
Principal occupation(s) during past five years   Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   None
Paolo M. Cucchi
Year of birth   1941
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class I
Term of office1 and length of time served   Since 2007
Principal occupation(s) during past five years   Emeritus Professor of French and Italian at Drew University (since 2014); formerly, Professor of French and Italian at Drew University (2009 to 2014); Vice President and Dean of College of Liberal Arts at Drew University (1984 to 2009)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   None

 

40    Western Asset Emerging Markets Debt Fund Inc.


 

Independent Directors cont’d    
Leslie H. Gelb
Year of birth   1937
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class II
Term of office1 and length of time served   Since 2003
Principal occupation(s) during past five years   President Emeritus and Senior Board Fellow (since 2003), The Council on Foreign Relations; formerly, President, (prior to 2003), the Council on Foreign Relations; formerly, Columnist, Deputy Editorial Page Editor and Editor,
Op-Ed Page, The New York Times
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   Director of two registered investment companies advised by Aberdeen Asset Management Asia Limited (since 1994)
William R. Hutchinson
Year of birth   1942
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class II
Term of office1 and length of time served   Since 2003
Principal occupation(s) during past five years   President, W.R. Hutchinson & Associates Inc. (consulting) (since 2001)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   Director (Non-Executive Chairman of the Board (since December 1, 2009)), Associated Banc Corp. (banking) (since 1994)

 

Western Asset Emerging Markets Debt Fund Inc.   41


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Independent Directors cont’d
Eileen A. Kamerick2
Year of birth   1958
Position(s) held with Fund1   Director and Member of Nominating and Audit Committees, Class III
Term of office1 and length of time served   Since 2013
Principal occupation(s) during past five years   CFO, Press Ganey Associates (health care informatics company) (since 2012); formerly Managing Director and CFO, Houlihan Lokey (international investment bank) (2010 to 2012); Senior Vice President, CFO & CLO, Tecta America Corp. (commercial roofing company) (2008 to 2010); Executive Vice President and CFO, Bearing Point Inc. (management and technology consulting firm) (2008); Executive Vice President, CFO and CAO Heidrick & Struggles (international executive search and leadership consulting firm) (2004 to 2008)
Number of portfolios in fund complex everseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   Director of Associated Banc-Corp (financial services company) (since 2007); Westell Technologies, Inc. (technology company) (since 2003)
Riordan Roett
Year of birth   1938
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class III
Term of office1 and length of time served   Since 2003
Principal occupation(s) during past five years   The Sarita and Don Johnston Professor of Political Science and Director of Western Hemisphere Studies, Paul H. Nitze School of Advanced International Studies, The John Hopkins University (since 1973)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   None

 

42    Western Asset Emerging Markets Debt Fund Inc.


 

Independent Directors cont’d
Jeswald W. Salacuse
Year of birth   1938
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class III
Term of office1 and length of time served   Since 2003
Principal occupation(s) during past five years   Henry J. Braker Professor of Commercial Law, The Fletcher School of Law and Diplomacy, Tufts University (since 1986); President and Member, Arbitration Tribunal, World Bank/ICSID (since 2004)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   Director of two registered investment companies advised by Aberdeen Asset Management Asia Limited (since 1993)
 
Interested Director and Officer:
Kenneth D. Fuller3
Year of birth   1958
Position(s) held with Fund1   Director, Chairman, President and Chief Executive Officer, Class II
Term of office1 and length of time served   Since 2013
Principal occupation(s) during past five years   Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2013); Officer and/or Trustee/Director of 167 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2013); President and Chief Executive Officer of LM Asset Services, LLC (“LMAS”) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (formerly registered investment advisers) (since 2013); formerly, Senior Vice President of LMPFA (2012 to 2013); formerly, Director of Legg Mason & Co. (2012 to 2013); formerly, Vice President of Legg Mason & Co. (2009 to 2012); formerly, Vice President — Equity Division of T. Rowe Price Associates (1993 to 2009), as well as Investment Analyst and Portfolio Manager for certain asset allocation accounts (2004 to 2009).
Number of portfolios in fund complex overseen by Director (including the Fund)   155
Other board memberships held by Director during past five years   None

 

Western Asset Emerging Markets Debt Fund Inc.   43


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Additional Officers:

Ted P. Becker

Legg Mason

620 Eighth Avenue, 49th Floor, New York, NY 10018

Year of birth   1951
Position(s) held with Fund1   Chief Compliance Officer
Term of office1 and length of time served   Since 2006
Principal occupation(s) during past five years   Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance of Legg Mason & Co. (since 2005); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

Vanessa A. Williams

Legg Mason

100 First Stamford Place, 6th Floor, Stamford, CT 06902

Year of birth   1979
Position(s) with Fund1   Identity Theft Prevention Officer
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Vice President of Legg Mason & Co. (since 2012); Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); formerly, Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (2011 to 2013); formerly, Senior Compliance Officer of Legg Mason & Co. (2008 to 2011); formerly, Compliance Analyst of Legg Mason & Co. (2006 to 2008) and Legg Mason & Co. predecessors (prior to 2006)

Robert I. Frenkel

Legg Mason

100 First Stamford Place, 6th Floor, Stamford, CT 06902

Year of birth   1954
Position(s) held with Fund1   Secretary and Chief Legal Officer
Term of office1 and length of time served   Since 2003
Principal occupation(s) during past five years   Vice President and Deputy General Counsel of Legg Mason (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

 

44    Western Asset Emerging Markets Debt Fund Inc.


 

Additional Officers cont’d

Thomas C. Mandia

Legg Mason

100 First Stamford Place, 6th Floor, Stamford, CT 06902

Year of birth   1962
Position(s) held with Fund1   Assistant Secretary
Term of office1 and length of time served   Since 2006
Principal occupation(s) during past five years   Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of LMAS (since 2002) and LMFAM (since 2013)

Richard F. Sennett

Legg Mason

100 International Drive, 7th Floor, Baltimore, MD 21202

Year of birth   1970
Position(s) held with Fund1   Principal Financial Officer
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Principal Financial Officer and Treasuer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011 and since 2013); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007)

Steven Frank

Legg Mason

620 Eighth Avenue, 49th Floor, New York, NY 10018

Year of birth   1967
Position(s) held with Fund1   Treasurer
Term of office1 and length of time served   Since 2010
Principal occupation(s) during past five years   Vice President of Legg Mason & Co. and Legg Mason & Co. predecessors (since 2002); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2010); formerly, Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010)

 

Western Asset Emerging Markets Debt Fund Inc.   45


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Additional Officers cont’d

Jeanne M. Kelly

Legg Mason

620 Eighth Avenue, 49th Floor, New York, NY 10018

Year of birth   1951
Position(s) held with Fund1   Senior Vice President
Term of office1 and length of time served   Since 2007
Principal occupation(s) during past five years   Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006) and LMFAM (since 2013); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005)

 

 

Directors who are not “interested persons” of the Fund within the meaning of Section (a)(19) of the 1940 Act.

 

1 

The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2015, year 2016 and year 2014, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year at the first meeting of the Fund’s Board of Directors following the Annual Meeting of Stockholders, to hold office until the meeting of the Board following the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.

 

2 

Effective February 1, 2013, Ms. Kamerick became a Director.

 

3 

Effective June 1, 2013, Mr. Fuller was appointed to the position of Chairman, President and Chief Executive Officer. Prior to this date, R. Jay Gerken served as Chairman, President and Chief Executive Officer. Mr. Gerken retired effective May 31, 2013, Mr. Fuller is an “interested person” of the Fund as defined in the 1940 Act because Mr. Fuller is an officer of LMPFA and certain of its affiliates.

 

46    Western Asset Emerging Markets Debt Fund Inc.


Annual chief executive officer and

principal financial officer certifications (unaudited)

 

The Fund’s Chief Executive Officer (“CEO”) has submitted to the NYSE the required annual certification and the Fund also has included the certifications of the Fund’s CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC for the period of this report.

 

Western Asset Emerging Markets Debt Fund Inc.   47


Other shareholder communications regarding accounting

matters (unaudited)

 

The Fund’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund’s Audit Committee Chair. Complaints may be submitted on an anonymous basis.

The CCO may be contacted at:

Legg Mason & Co., LLC

Compliance Department

620 Eighth Avenue, 49th Floor

New York, New York 10018

Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO.

 

48    Western Asset Emerging Markets Debt Fund Inc.


Dividend reinvestment plan (unaudited)

 

Unless you elect to receive distributions in cash, all distributions on your Common Shares will be automatically reinvested by American Stock Transfer & Trust Company (“AST”), as agent for the Common Shareholders (the “Plan Agent”), in additional Common Shares under the Dividend Reinvestment Plan (the “Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by AST as dividend paying agent.

If you participate in the Plan, the number of Common Shares you will receive will be determined as follows:

(1) If the market price of the Common Shares on the record date (or, if the record date is not a New York Stock Exchange trading day, the immediately preceding trading day) for determining shareholders eligible to receive the relevant distribution (the “determination date”) is equal to or exceeds 98% of the net asset value per share of the Common Shares, the Fund will issue new Common Shares at a price equal to the greater of (a) 98% of the net asset value per share at the close of trading on the Exchange on the determination date or (b) 95% of the market price per share of the Common Shares on the determination date.

(2) If 98% of the net asset value per share of the Common Shares exceeds the market price of the Common Shares on the determination date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Shares in the open market, on the Exchange or elsewhere, for your account as soon as practicable commencing on the trading day following the determination date and terminating no later than the earlier of (a) 30 days after the distribution payment date, or (b) the record date for the next succeeding distribution to be made to the Common Shareholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price rises so that it equals or exceeds 98% of the net asset value per share of the Common Shares at the close of trading on the Exchange on the determination date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Shares in the open market and the Fund shall issue the remaining Common Shares at a price per share equal to the greater of (a) 98% of the net asset value per share at the close of trading on the Exchange on the determination date or (b) 95% of the then current market price per share.

The Plan Agent maintains all participants’ accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common Shares in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all Common Shares you have received under the Plan.

You may withdraw from the Plan by notifying the Plan Agent in writing at 6201 15th Avenue, Brooklyn, New York 11219. Such withdrawal will be effective immediately if notice

 

Western Asset Emerging Markets Debt Fund Inc.   49


Dividend reinvestment plan (unaudited) (cont’d)

 

is received by the Plan Agent not less than ten business days prior to distribution record date; otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared distribution on the Common Shares. The Plan may be terminated by the Fund upon notice in writing mailed to Common Shareholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination is to be effective. Upon any termination, you will be sent a certificate or certificates for the full Common Shares held for you under the Plan and cash for any fractional Common Shares. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your shares on your behalf. You will be charged $5.00 plus a $0.05 per Common Share service charge and the Plan Agent is authorized to deduct brokerage charges actually incurred for this transaction from the proceeds.

There is no service charge for reinvestment of your distributions in Common Shares. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all distributions will be automatically reinvested in additional Common Shares, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Shares over time.

Automatically reinvesting distributions does not mean that you do not have to pay income taxes due upon receiving distributions.

The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan and your account may be obtained from the Plan Agent at 1-888-888-0151.

 

50    Western Asset Emerging Markets Debt Fund Inc.


Important tax information (unaudited)

 

The Fund made the following long-term capital gain distributions during the taxable year:

 

Record
date
     Payable date       

Long-term

capital gains

per share

 
01/18/2013        01/25/2013         $ 0.015086   
02/15/2013        02/22/2013         $ 0.015086   
03/15/2013        03/22/2013         $ 0.015086   
04/19/2013        04/26/2013         $ 0.015086   
05/24/2013        05/31/2013         $ 0.015086   
06/21/2013        06/28/2013         $ 0.015086   
07/19/2013        07/26/2013         $ 0.013007   
08/23/2013        08/30/2013         $ 0.012643   
09/20/2013        09/27/2013         $ 0.012643   
10/18/2013        10/25/2013         $ 0.012643   
11/22/2013        11/29/2013         $ 0.012643   
12/20/2013        12/27/2013         $ 0.012643   

The following distributions represent Qualified Short-Term Capital Gains eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations:

 

Record
date
     Payable date       

Short-term

capital gains

per share

 
01/18/2013        01/25/2013         $ 0.002979   
02/15/2013        02/22/2013         $ 0.002979   
03/15/2013        03/22/2013         $ 0.002979   
04/19/2013        04/26/2013         $ 0.002979   
05/24/2013        05/31/2013         $ 0.002979   
06/21/2013        06/28/2013         $ 0.002979   
07/19/2013        07/26/2013         $ 0.000438   

Please retain this information for your records.

 

Western Asset Emerging Markets Debt Fund Inc.   51


Western Asset

Emerging Markets Debt Fund Inc.

 

Directors

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Kenneth D. Fuller*

Chairman

Leslie H. Gelb

William R. Hutchinson

Eileen A. Kamerick**

Riordan Roett

Jeswald W. Salacuse

Officers

Kenneth D. Fuller*

President and Chief Executive Officer

Richard F. Sennett

Principal Financial Officer

Ted P. Becker

Chief Compliance Officer

Vanessa A. Williams

Identity Theft Prevention Officer

Robert I. Frenkel

Secretary and Chief Legal Officer

Thomas C. Mandia

Assistant Secretary

Steven Frank

Treasurer

Jeanne M. Kelly

Senior Vice President

Western Asset Emerging Markets Debt Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadvisers

Western Asset Management Company Western Asset Management Company Limited

Western Asset Management Company Pte. Ltd.

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111

Transfer agent

American Stock Transfer & Trust Company 6201 15th Avenue

Brooklyn, NY 11219

Independent registered public accounting firm

KPMG LLP

345 Park Avenue

New York, NY 10154

Legal counsel

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

New York Stock Exchange Symbol

ESD

 

* Effective June 1, 2013, Mr. Fuller became Chairman, President, and Chief Executive Officer.
** Effective February 1, 2013, Ms. Kamerick became a Director.

 


Legg Mason Funds Privacy and Security Notice

 

Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds

This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds and certain closed-end funds managed or sub-advised by Legg Mason or its affiliates. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

The Type of Nonpublic Personal Information the Funds Collect About You

The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

 

Ÿ  

Personal information included on applications or other forms;

 

Ÿ  

Account balances, transactions, and mutual fund holdings and positions;

 

Ÿ  

Online account access user IDs, passwords, security challenge question responses; and

 

Ÿ  

Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.).

How the Funds Use Nonpublic Personal Information About You

The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:

 

Ÿ  

Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or comply with obligations to government regulators;

 

Ÿ  

Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform marketing services solely for the Funds;

 

Ÿ  

The Funds’ representatives such as legal counsel, accountants and auditors; and

 

Ÿ  

Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.

 

NOT PART OF THE ANNUAL REPORT


Legg Mason Funds Privacy and Security Notice (cont’d)

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.

The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

Keeping You Informed of the Funds’ Privacy and Security Practices

The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.

The Funds’ Security Practices

The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your non-public personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.

Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, or if you have questions about the Funds’ privacy practices, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Fund at 1-888-777-0102.

Revised April 2011

 

NOT PART OF THE ANNUAL REPORT


Western Asset Emerging Markets Debt Fund Inc.

Western Asset Emerging Markets Debt Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its Common Stock in the open market.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-888-777-0102.

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio transactions are available (1) without charge, upon request, by calling 1-888-777-0102, (2) on the Fund’s website at www.lmcef.com and (3) on the SEC’s website at www.sec.gov.

This report is transmitted to the shareholders of Western Asset Emerging Markets Debt Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or any securities mentioned in this report.

American Stock Transfer & Trust Company

6201 15th Avenue,

Brooklyn, NY 11219

WAS0020 2/14 SR14-2143


ITEM 2. CODE OF ETHICS.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Directors of the registrant has determined that William R. Hutchinson, the Chairman of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Hutchinson as the Audit Committee’s financial expert. Mr. Hutchinson is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the previous fiscal years ending December 31, 2012 and December 31, 2013 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $66,600 in December 31, 2012 and $66,600 in December 31, 2013.

b) Audit-Related Fees. There aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant’s financial statements were $0 in December 31, 2012 and $0 in December 31, 2013.

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Western Asset Emerging Markets Debt Fund Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $3,300 in December 31, 2012 and $4,500 in December 31, 2013. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item 4 for the Western Asset Emerging Markets Debt Fund Inc.

All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Western Asset Emerging Markets Debt Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.


(e) Audit Committee’s pre—approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.

(2) For the Western Asset Emerging Markets Debt Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for December 31, 2012 and December 31, 2013; Tax Fees were 100% and 100% for December 31, 2012 and December 31, 2013; and Other Fees were 100% and 100% for December 31, 2012 and December 31, 2013.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Emerging Markets Debt Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Emerging Markets Debt Fund Inc. during the reporting period were $0 in 2013.

(h) Yes. Western Asset Emerging Markets Debt Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Western Asset Emerging Markets Debt Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.


ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

  a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:

William R. Hutchinson

Paolo M. Cucchi

Daniel P. Cronin

Carol L. Colman

Leslie H. Gelb

Eileen A. Kamerick

Dr. Riordan Roett

Jeswald W. Salacuse

 

  b) Not applicable

 

ITEM 6. SCHEDULE OF INVESTMENTS.

 

  Included herein under Item 1.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Proxy Voting Guidelines and Procedures

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) delegates the responsibility for voting proxies for the fund to the subadviser through its contracts with the subadviser. The subadviser will use its own proxy voting policies and procedures to vote proxies. Accordingly, LMPFA does not expect to have proxy-voting responsibility for the fund. Should LMPFA become responsible for voting proxies for any reason, such as the inability of the subadviser to provide investment advisory services, LMPFA shall utilize the proxy voting guidelines established by the most recent subadviser to vote proxies until a new subadviser is retained.

The subadviser’s Proxy Voting Policies and Procedures govern in determining how proxies relating to the fund’s portfolio securities are voted and are provided below. Information regarding how each fund voted proxies (if any) relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (1) by calling 888-777-0102, (2) on the fund’s website at http://www.lmcef.com and (3) on the SEC’s website at http://www.sec.gov.

Background

Western Asset Management Company (“WA”), Western Asset Management Company Limited (“WAML”) and Western Asset Management Company Pte. Ltd. (“WAMC”) (together “Western Asset”) have adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). Our authority to vote the proxies of our clients is established through investment management agreements or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.


In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (except that WA, WAML and WAMC may so consult and agree with each other) regarding the voting of any securities owned by its clients.

Policy

Western Asset’s proxy voting procedures are designed and implemented in a way that is reasonably expected to ensure that proxy matters are handled in the best interest of our clients. While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration Western Asset’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent Western Asset deems appropriate).

Procedures

Responsibility and Oversight

The Western Asset Legal and Compliance Department (“Legal and Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.

Proxy Gathering

Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

Proxy Voting

Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:

 

  a. Proxies are reviewed to determine accounts impacted.

 

  b. Impacted accounts are checked to confirm Western Asset voting authority.


  c. Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts of interest.)

 

  d. If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

 

  e. Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Legal and Compliance Department.

 

  f. Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.

Timing

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

  a. A copy of Western Asset’s policies and procedures.

 

  b. Copies of proxy statements received regarding client securities.

 

  c. A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

 

  d. Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.

 

  e. A proxy log including:

 

  1. Issuer name;

 

  2. Exchange ticker symbol of the issuer’s shares to be voted;

 

  3. Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

 

  4. A brief identification of the matter voted on;

 

  5. Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 

  6. Whether a vote was cast on the matter;


  7. A record of how the vote was cast; and

 

  8. Whether the vote was cast for or against the recommendation of the issuer’s management team.

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

Disclosure

Part II of the WA Form ADV, the WAML Form ADV and the WAMC Form ADV, each, contain a description of Western Asset’s proxy policies. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

 

  1. Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

  2. Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

  3. Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

Voting Guidelines

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

I. Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

1. Matters relating to the Board of Directors


Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

  a. Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

  b. Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

  c. Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

  d. Votes are cast on a case-by-case basis in contested elections of directors.

 

  2. Matters relating to Executive Compensation

Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

  a. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

 

  b. Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.

 

  c. Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

  d. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

  3. Matters relating to Capitalization

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

  a. Western Asset votes for proposals relating to the authorization of additional common stock.

 

  b. Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).

 

  c. Western Asset votes for proposals authorizing share repurchase programs.


  4. Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

Western Asset votes these issues on a case-by-case basis on board-approved transactions.

 

  5. Matters relating to Anti-Takeover Measures

Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

  a. Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

  b. Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

 

  6. Other Business Matters

Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

  a. Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

  b. Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

II. Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

  1. Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

  2. Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.

 

  3. Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

III. Voting Shares of Investment Companies

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

 

  1. Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.


  2. Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

IV. Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

  1. Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

 

  2. Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

 

  3. Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

 

  4. Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.

Retirement Accounts

For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (“DOL”) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.

In order to comply with the DOL’s position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.


ITEM 8. INVESTMENT PROFESSIONALS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

(a)(1):

NAME AND

ADDRESS

   LENGTH OF
TIME SERVED
  

PRINCIPAL OCCUPATION(S) DURING

PAST 5 YEARS

S. Kenneth Leech

Western Asset 385 East Colorado Blvd. Pasadena, CA 91101

   Since 2013    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Chief Investment Officer of Western Asset from 1998 to 2008; Senior Advisor/Chief Investment Officer Emeritus of Western Asset from 2008-2013; Co- Chief Investment Officer of Western Asset since 2013.

Stephen A. Walsh

Western Asset 385 East Colorado Blvd. Pasadena, CA 91101

   Since 2006    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Co- Chief Investment Officer of Western Asset since 2013; formerly, Deputy Chief Investment Officer of Western Asset from 2000 to 2008; Chief Investment Officer of Western Asset since 2008 to 2013.

Keith J. Gardner

Western Asset 385 East Colorado Blvd. Pasadena, CA 91101

   Since 2006    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; portfolio manager and research analyst at Western Asset since 1994.

Gordon S. Brown

Western Asset 385 East Colorado Blvd. Pasadena, CA 91101

   Since 2012    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional since 2011; Prior to joining Western Asset, Mr. Brown was Senior Investment Manager of Emerging Market Rates and Currencies at Baillie Gifford & Co. from 2001 to 2011.


Matthew C. Duda

Western Asset 385 East Colorado Blvd. Pasadena, CA 91101

   Since 2006    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Research Analyst at Western Asset Management since 2001

(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of December 31, 2013.

Other Accounts Managed by Investment Professionals

The table below identifies the number of accounts (other than the fund) for which the fund’s investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.

 

Name of PM

  

Type of Account

   Number of
Accounts
Managed
     Total  Assets
Managed
     Number of
Accounts
Managed for
which
Advisory
Fee is
Performance-
Based
     Assets
Managed for
which
Advisory Fee
is
Performance-
Based
 

Stephen A. Walsh‡

   Other Registered Investment Companies      106       $ 192.6 billion         None         None   
   Other Pooled Vehicles      242       $ 89.0 billion         9       $ 1.6 billion   
   Other Accounts      712       $ 169.4 billion         57       $ 15.5 billion   

S. Kenneth Leech‡

   Other Registered Investment Companies      25       $ 17.4 billion         None         None   
   Other Pooled Vehicles      56       $ 32.7 billion         2       $ 272 million   
   Other Accounts      110       $ 31.3 billion         9       $ 3.3 billion   


Keith J. Gardner ‡

   Other Registered Investment Companies      30       $ 24.9 billion         None         None   
   Other Pooled Vehicles      29       $ 12.8 billion         1       $ 141 million   
   Other Accounts      162       $ 36.5 billion         19       $ 7.2 billion   

Michael C. Duda ‡

   Other Registered Investment Companies      6       $ 1.5 billion         None         None   
   Other Pooled Vehicles      12       $ 2.9 billion         None         None   
   Other Accounts      34       $ 4.9 billion         1       $ 389 million   

Gordon Brown‡

   Other Registered Investment Companies      8       $ 1.8 billion         None         None   
   Other Pooled Vehicles      20       $ 6.6 billion         1       $ 141 million   
   Other Accounts      67       $ 20.9 billion         6       $ 3.0 billion   

‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Mr. Walsh is involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. He is responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

(a)(3): Investment Professional Compensation

With respect to the compensation of the investment professionals, Western Asset’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits, and a retirement plan.

In addition, the subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to a fund, the benchmark set forth in the fund’s Prospectus to which the fund’s average annual total returns are compared or, if none, the benchmark set forth in the fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 years having the most emphasis. The subadviser may also measure an investment


professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the funds) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the subadviser’s business.

Finally, in order to attract and retain top talent, all professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include Legg Mason stock options and long-term incentives that vest over a set period of time past the award date.

Potential Conflicts of Interest

Conflicts of Interest

The manager, the subadviser and investment professionals have interests which conflict with the interests of the fund. There is no guarantee that the policies and procedures adopted by the manager, the subadviser and the fund will be able to identify or mitigate these conflicts of interest.

Some examples of material conflicts of interest include:

Allocation of Limited Time and Attention. An investment professional who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. An investment professional may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those funds and accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. Such an investment professional may make general determinations across multiple funds, rather than tailoring a unique approach for each fund. The effects of this conflict may be more pronounced where funds and/or accounts overseen by a particular investment professional have different investment strategies.

Allocation of Limited Investment Opportunities; Aggregation of Orders. If an investment professional identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit the fund’s ability to take full advantage of the investment opportunity. Additionally, the subadviser may aggregate transaction orders for multiple accounts for purpose of execution. Such aggregation may cause the price or brokerage costs to be less favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. In addition, the subadviser’s trade allocation policies may result in the fund’s orders not being fully executed or being delayed in execution.

Pursuit of Differing Strategies. At times, an investment professional may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the investment professional may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts. For example, an investment professional may determine that it would be in the interest of another account to sell a security that the fund holds long, potentially resulting in a decrease in the market value of the security held by the fund.

Cross Trades. Investment professionals may manage funds that engage in cross trades, where one of the manager’s funds or accounts sells a particular security to another fund or account managed by the same manager. Cross trades may pose conflicts of interest because of, for example, the possibility that one account sells a security to another account at a higher price than an independent third party would pay or otherwise enters into a transaction that it would not enter into with an independent party, such as the sale of a difficult-to-obtain security.


Selection of Broker/Dealers. Investment professionals may select or influence the selection of the brokers and dealers that are used to execute securities transactions for the funds and/or accounts that they supervise. In addition to executing trades, some brokers and dealers provide the subadviser with brokerage and research services, These services may be taken into account in the selection of brokers and dealers whether a broker is being selected to effect a trade on an agency basis for a commission or (as is normally the case for the funds) whether a dealer is being selected to effect a trade on a principal basis. This may result in the payment of higher brokerage fees and/or execution at a less favorable price than might have otherwise been available. The services obtained may ultimately be more beneficial to certain of the manager’s funds or accounts than to others (but not necessarily to the funds that pay the increased commission or incur the less favorable execution). A decision as to the selection of brokers and dealers could therefore yield disproportionate costs and benefits among the funds and/or accounts managed.

Variation in Financial and Other Benefits. A conflict of interest arises where the financial or other benefits available to an investment professional differ among the funds and/or accounts that he or she manages. If the amount or structure of the investment manager’s management fee and/or an investment professional’s compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the investment professional might be motivated to help certain funds and/or accounts over others. Similarly, the desire to maintain assets under management or to enhance the investment professional’s performance record or to derive other rewards, financial or otherwise, could influence the investment professional in affording preferential treatment to those funds and/or accounts that could most significantly benefit the investment professional. An investment professional may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such funds and/or accounts. Also, an investment professional’s or the manager’s or the subadviser’s desire to increase assets under management could influence the investment professional to keep a fund open for new investors without regard to potential benefits of closing the fund to new investors. Additionally, the investment professional might be motivated to favor funds and/or accounts in which he or she has an ownership interest or in which the investment manager and/or its affiliates have ownership interests. Conversely, if an investment professional does not personally hold an investment in the fund, the investment professional’s conflicts of interest with respect to the fund may be more acute.

Related Business Opportunities. The investment manager or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, an investment professional may benefit, either directly or indirectly, by devoting disproportionate attention to the management of funds and/or accounts that provide greater overall returns to the investment manager and its affiliates.


(a)(4): Investment Professional Securities Ownership

The table below identifies the dollar range of securities beneficially owned by each investment professional as of December 31, 2013.

 

Portfolio Manager(s)

   Dollar Range of
Portfolio
Securities
Beneficially
Owned

Stephen A. Walsh

S. Kenneth Leech

   A

A

Keith J. Gardner

   A

Gordon S. Brown

   A

Michael C. Duda

   A

Dollar Range ownership is as follows:

A: none

B: $1 - $10,000

C: 10,001 - $50,000

D: $50,001 - $100,000

E: $100,001 - $500,000

F: $500,001 - $1 million

G: over $1 million

  

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

  (a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

 

  (b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.


ITEM 12. EXHIBITS.

(a) (1) Code of Ethics attached hereto.

Exhibit 99.CODE ETH

(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.CERT

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.906CERT


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Western Asset Emerging Markets Debt Fund Inc.

 

By:  

/s/ Kenneth D. Fuller

  Kenneth D. Fuller
  Chief Executive Officer

Date: February 28, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Kenneth D. Fuller

  Kenneth D. Fuller
  Chief Executive Officer

Date: February 28, 2014

By:  

/s/ Richard F. Sennett

  Richard F. Sennett
  Principal Financial Officer

Date: February 28, 2014