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, 2019

ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.

Annual Report December 31, 2019

WESTERN ASSET

EMERGING MARKETS

DEBT FUND INC. (EMD)

Beginning in January 2021, as permitted by regulations adopted by the Securities and Exchange Commission, the Fund intends to no longer mail paper copies of the Fund’s shareholder reports like this one, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you invest through a financial intermediary and you already elected to receive shareholder reports electronically (“e-delivery”), you will not be affected by this change and you need not take any action. If you have not already elected e-delivery, you may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account at that financial intermediary. If you are a direct shareholder with the Fund, you can call the Fund at 1-888-888-0151, or write to the Fund by regular mail at P.O. Box 505000, Louisville, KY 40233 or by overnight delivery to Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account held directly with the fund complex.

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

What’s inside
Letter from the chairman	II
Fund overview	1
Fund at a glance	7
Schedule of investments	8
Statement of assets and liabilities	30
Statement of operations	31
Statements of changes in net assets	32
Statement of cash flows	33
Financial highlights	34
Notes to financial statements	36
Report of independent registered public accounting firm	54
Board approval of management and subadvisory agreements	55
Additional information	62
Annual chief executive officer and principal financial officer certifications	68
Other shareholder communications regarding accounting matters	69
Dividend reinvestment plan	70
Important tax information	72

Fund objectives

The Fund’s primary investment objective is to seek high current income. As a secondary objective, the Fund seeks capital appreciation.

The Fund invests primarily in U.S. dollar and non-U.S. dollar denominated debt securities of issuers in emerging market countries.

Letter from the chairman

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, 2019. 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:

• Fund prices and performance,

• Market insights and commentaries from our portfolio managers, and

• A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

Jane Trust, CFA

Chairman, President and Chief Executive Officer

January 31, 2020

  II Western Asset Emerging Markets Debt Fund Inc.

Fund overview

Q. What is the Fund’s investment strategy?

A. The Fund’s primary investment objective is to seek high current income and its secondary investment objective is to seek capital appreciation. 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 markets debt asset class.

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, LLC (“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 S. Kenneth Leech, Chia-Liang (CL) Lian, Kevin J. Ritter and Mark A. Hughes.

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

A. The emerging markets debt asset class rallied sharply during the twelve-month reporting period ended December 31, 2019. The Fund’s investment strategy in 2019 was underpinned by two dominant investment themes. The first is that global growth would prove to be resilient. Second, global and, in particular, U.S. monetary policy would have to turn much more accommodative. The investment implications should these themes play out were straightforward. Spread sectors should handily outperform government bonds. Our forecast in early 2019 for greater central bank accommodation has come to fruition. Our thought that global growth would be merely resilient looked like too low a bar near the start of 2019, but market focus and anxiety over this view have risen as global growth has decelerated. A final boost came from the de-escalation of trade tensions between the U.S. and China, as they reached an agreement on a “Phase One” trade deal in December 2019.

These tailwinds helped emerging markets debt markets rally sharply during the reporting period. The three sectors of emerging markets debt markets all posted impressive double-digit returns for the period. The U.S. dollar-denominated sovereign debt sector, as measured by the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)ⁱ, returned

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   1

Fund overview (cont’d)

14.42% during the reporting period ended December 31, 2019. Emerging market corporate bonds, as measured by the JPMorgan Corporate Emerging Markets Bond Index Broadⁱⁱ, returned 13.21% and local currency sovereign debt, as measured by the JPMorgan Government Bond Index-Emerging Markets (“GBI-EM”) Global Diversified Indexⁱⁱⁱ, returned 13.47% over the same period.

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

A. Adjustments to the Fund’s portfolio during the reporting period continued to be reflective of a relatively constructive macro environment. We increased the Fund’s out-of-benchmark exposure to emerging market local markets but remained vigilant that emerging markets local currencies could overshoot and dislocate over a protracted period, as supply/demand technical factors overwhelm fundamentals. From a sector perspective, we reduced the Fund’s exposure to quasi-sovereigns, while increasing its exposures to sovereigns and corporates.

From a regional perspective, we increased the Fund’s allocations to Africa and Europe, while reducing its exposure to Latin America. In Europe, the Fund increased its exposures to Turkey and Ukraine. Turkey offers attractive relative valuations amid a constructive technical backdrop. Ukraine’s new administration inspires a more positive outlook having conveyed a growth-oriented reform agenda, as well as a commitment to fiscal consolidation. In the Middle East, the Fund increased its exposures to Kuwait, Oman and Qatar, as we continue to favor these countries in the region for technical and diversification benefits. We also exited the Fund’s exposure to Lebanon and increased the Fund’s short Saudi Arabia riyal position to hedge the Fund’s overall exposure in the Middle East. In Latin America, the Fund decreased its exposures to Argentina, Ecuador and Uruguay, while increasing its allocation to Mexico. Ecuador continues to experience bouts of social unrest and the viability of their International Monetary Fund (“IMF”)^iv program is uncertain, as the government continues to experience setbacks with necessary and comprehensive economic reforms. In Mexico, we opportunistically reduced the Fund’s underweight position during the reporting period. That said, we continue to monitor developments closely given the investor unfriendly policies coming from the current administration.

Elsewhere, we increased the Fund’s overweight in frontier markets, adding to countries like Armenia, Jamaica, Kenya, Nigeria and Sri Lanka. These smaller non-investment-grade countries offer attractive diversification and yield enhancement benefits to the Fund. At the end of the reporting period, these countries represented 35 of the 73 countries within the EMBI Global and accounted for 11% of its total market value. In contrast, the Fund’s exposure to frontier countries was approximately 21% as a percentage of its total assets.

U.S. Treasury futures were used to manage the Fund’s duration^v and yield curve^vi exposure. The use of these instruments detracted from performance. Credit default swaps, which were used for hedging purposes, did not materially impact performance. Currency forwards and options, which were used to manage the Fund’s local currency exposures, detracted from performance during the reporting period.

  2 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

The use of leverage was tactically managed during the reporting period. We ended the period with leverage at roughly 28% of the gross assets of the Fund, versus roughly 30% at the beginning of the period. Overall, leverage contributed to results given the strong total returns of the assets purchased with leverage in 2019.

In the context of the overall Fund’s portfolio, the net impact of derivatives, used primarily for hedging purposes, combined with the use of leverage, contributed to performance during the reporting period.

Performance review

For the twelve months ended December 31, 2019, Western Asset Emerging Markets Debt Fund Inc. returned 15.76% based on its net asset value (“NAV”)^vii and 26.49% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the EMBI Global, returned 14.42% for the same period. The Lipper Emerging Markets Hard Currency Debt Closed-End Funds Category Average^viii returned 10.77% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

On January 2, 2020, the Fund announced that the Fund’s Board of Directors had approved JPMorgan Emerging Markets Bond Index Global Diversified (“EMBI Global Diversified”)^ix as the Fund’s new benchmark, effective immediately. Fund management believes that the new benchmark better reflects the Fund’s market weightings across the portfolio. For the twelve months ended December 31, 2019, the EMBI Global Diversified returned 15.04%.

During the twelve-month period, the Fund made distributions to shareholders totaling $1.20 per share, which included a return of capital of $0.18 per share.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of December 31, 2019. Past performance is no guarantee of future results.

Performance Snapshot as of December 31, 2019
Price Per Share	12-Month Total Return**
$ 15.78 (NAV)		15.76	%†
$ 14.27 (Market Price)		26.49	%‡

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 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, including returns of capital, at NAV.

* For the tax character of distributions paid during the fiscal year ended December 31, 2019, please refer to page 52 of this report.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   3

Fund overview (cont’d)

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

Q. What were the leading contributors to performance?

A. The largest contributor to the Fund’s relative performance during the reporting period was its overweight to Russia and underweight to Lebanon. Russian securities rallied sharply, supported by higher oil prices, strong fiscal and external balances and mounting external foreign exchange reserves. Lebanon was the worst performing country within the EMBI Global, the Fund’s benchmark, due to its relatively high debt burden, large current account deficit and political dysfunction following the recent escalation in violence directed at the antigovernment protesters.

From an industry allocation perspective, an overweight allocation to Brazilian oil and gas sector benefited results.

With respect to issue selection, the Fund’s overweight position in Brazilian oil and gas issuer Petrobras and financial issuer Russian Agricultural Bank (RSHB) added the most value. Petrobras continued its balance sheet deleveraging and asset divestment, which led to strong results. RSHB is a quasi-sovereign financial institution that benefited from the strong performance of the overall Russian market.

Q. What were the leading detractors from performance?

A. The largest detractors from the Fund’s relative performance during the reporting period were its overweight to Argentina and underweight to Mexico. Argentina bonds faced significant volatility following the election of left-leaning President Alberto Fernandez, forcing the government to impose currency controls and reprofile certain of its sovereign debt. Mexico outperformed the benchmark, partially due to an optimism around the ratification of the United States-Mexico-Canada Agreement that will replace the North American Free Trade Agreement. We remain vigilant with the Fund’s Mexican exposure given sluggish economic growth. With respect to industry allocation, an underweight to the Financials sector in Kazakhstan weighed on the Fund’s performance.

Finally, in terms of individual holdings, underweights to Mexican oil and gas issuer Petroleos Mexicanos (PEMEX) and Chilean metals and mining issuer Codelco detracted from results. PEMEX has benefited from ongoing sovereign support. However, PEMEX’s credit trajectory remains negative.

Looking for additional information?

The Fund is traded under the symbol “EMD” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XEMDX” 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 (click on the name of the Fund).

  4 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

In a continuing effort to provide information concerning the Fund, shareholders may call1-888-777-0102 (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 us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Western Asset Management Company, LLC

January 21, 2020

RISKS: The Fund is a non-diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective. The Fund’s common stock is traded on the New York Stock Exchange. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Because the Fund is non-diversified, it may be more susceptible to economic, political or regulatory events than a diversified fund. The Fund’s investments are subject to a number of risks, including 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 social, political and economic uncertainties which could result in significant volatility. These risks are magnified in emerging or developing markets. High-yield bonds (commonly known as “junk bonds”) involve greater credit and liquidity risks than investment grade bonds. The Fund may make significant investments in derivative instruments, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss. The Fund may also invest in money market funds, including funds affiliated with the Fund’s manager and subadviser.

Portfolio holdings and breakdowns are as of December 31, 2019 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 8 through 29 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, 2019 were: Sovereign Bonds (83.3%), Energy (19.7%), Financials (10.0%), Materials (9.4%) and Utilities (3.8%). The Fund’s portfolio composition is subject to change at any time.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   5

Fund overview (cont’d)

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.

ⁱ  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 JPMorgan Corporate Emerging Markets Bond Index Broad (“CEMBI Broad”) tracks total returns for U.S. dollar-denominated debt instruments issued by corporate entities in emerging market countries.

ⁱⁱⁱ  The JPMorgan Government Bond Index-Emerging Markets (“GBI-EM”) Global Diversified Index tracks total returns for local currency bonds issued by Emerging Market governments. The index includes only those countries that are accessible by most of the international investor base and excludes countries with explicit capital controls, but does not factor in regulatory/tax hurdles in assessing eligibility. For this index, the maximum weight to a country is capped at 10%.

^iv  The International Monetary Fund (“IMF”) is an organization of 189 countries, working to foster global monetary cooperation, secure financial stability, facilitate international trade, promote high employment and sustainable economic growth, and reduce poverty around the world.

^v  Duration is the measure of the price sensitivity of a fixed-income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows.

^vi  The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.

^vii  Net asset value (“NAV”) is calculated by subtracting total liabilities, including liabilities associated with financial leverage (if any), from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) 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.

^viii  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, 2019, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 7 funds in the Fund’s Lipper category.

^ix  The JPMorgan Emerging Markets Bond Index Global Diversified (“EMBI Global Diversified”) is an unmanaged, market-capitalization weighted, total-return index tracking the traded market for U.S.-dollar-denominated Brady bonds, Eurobonds, traded loans, and local market debt instruments issued by sovereign and quasi-sovereign entities.

  6 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Fund at a glance^†(unaudited)

Investment breakdown (%) as a percent of total investments

† The bar graph above represents the composition of the Fund’s investments as of December 31, 2019 and December 31, 2018 and does not include derivatives such as written options, futures contracts, forward foreign currency contracts and swap 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. 2019 Annual Report   7

Schedule of investments

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†			Value
Sovereign Bonds — 83.3%
Angola — 1.3%
Angolan Government International Bond, Senior Notes		9.500	%		11/12/25		1,720,000		$	2,018,188	(a)
Angolan Government International Bond, Senior Notes		8.250	%		5/9/28		2,500,000			2,706,770	(a)
Angolan Government International Bond, Senior Notes		8.250	%		5/9/28		800,000			866,166	(b)
Angolan Government International Bond, Senior Notes		9.375	%		5/8/48		3,870,000			4,257,023	(a)
Angolan Government International Bond, Senior Notes		9.375	%		5/8/48		2,000,000			2,200,012	(b)
Total Angola										12,048,159
Argentina — 4.0%
Argentina Bonar Bonds (Argentina BADLAR Private Deposit Rate + 2.000%)		42.836	%		4/3/22		18,500,000	ARS		159,619	(c)(d)
Argentina POM Politica Monetaria, Bonds (Argentina Central Bank 7 Day Repo Reference Rate)		56.589	%		6/21/20		337,070,000	ARS		2,967,388	(c)(d)
Argentine Bonos del Tesoro, Bonds		18.200	%		10/3/21		3,040,000	ARS		15,553	(c)
Argentine Bonos del Tesoro, Bonds		15.500	%		10/17/26		157,160,000	ARS		714,776	(c)
Argentine Republic Government International Bond, Senior Notes		4.625	%		1/11/23		22,810,000			11,357,669	(e)
Argentine Republic Government International Bond, Senior Notes		7.500	%		4/22/26		9,500,000			4,967,051
Argentine Republic Government International Bond, Senior Notes		5.875	%		1/11/28		9,600,000			4,539,336	(e)
Provincia de Buenos Aires, Senior Notes		10.875	%		1/26/21		980,000			683,550	(b)
Provincia de Buenos Aires, Senior Notes		9.950	%		6/9/21		3,400,000			1,657,500	(b)
Provincia de Buenos Aires, Senior Notes		6.500	%		2/15/23		3,920,000			1,656,200	(a)
Provincia de Buenos Aires, Senior Notes		9.125	%		3/16/24		3,500,000			1,557,500	(a)
Provincia de Buenos Aires, Senior Notes		9.125	%		3/16/24		3,350,000			1,490,750	(b)
Provincia de Cordoba, Senior Notes		7.125	%		6/10/21		500,000			372,500	(a)
Provincia de Cordoba, Senior Notes		7.450	%		9/1/24		8,250,000			5,981,250	(a)(e)
Total Argentina										38,120,642

See Notes to Financial Statements.

  8 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†			Value
Armenia — 1.0%
Republic of Armenia International Bond, Senior Notes		3.950	%		9/26/29		9,700,000		$	9,634,738	(a)
Bahrain — 1.0%
Bahrain Government International Bond, Senior Notes		6.750	%		9/20/29		4,100,000			4,799,739	(b)
Bahrain Government International Bond, Senior Notes		6.000	%		9/19/44		4,400,000			4,632,285	(a)
Total Bahrain										9,432,024
Brazil — 1.9%
Brazil Notas do Tesouro Nacional Serie F, Notes		10.000	%		1/1/21		7,497,000	BRL		1,959,003
Brazil Notas do Tesouro Nacional Serie F, Notes		10.000	%		1/1/23		58,562,000	BRL		16,186,858
Total Brazil										18,145,861
Colombia — 3.3%
Colombia Government International Bond, Senior Notes		7.375	%		9/18/37		16,567,000			23,582,047	(e)
Colombia Government International Bond, Senior Notes		6.125	%		1/18/41		2,080,000			2,698,665	(e)
Colombia Government International Bond, Senior Notes		5.200	%		5/15/49		4,600,000			5,551,901	(e)
Total Colombia										31,832,613
Costa Rica — 1.2%
Banco Nacional de Costa Rica		6.250	%		11/1/23		2,220,000			2,354,144	(a)
Costa Rica Government International Bond, Senior Notes		6.125	%		2/19/31		4,690,000			4,996,022	(a)
Costa Rica Government International Bond, Senior Notes		7.158	%		3/12/45		4,200,000			4,487,427	(a)(e)
Total Costa Rica										11,837,593
Croatia — 0.6%
Croatia Government International Bond, Senior Notes		5.500	%		4/4/23		5,640,000			6,228,760	(b)(e)
Dominican Republic — 1.7%
Dominican Republic International Bond, Senior Notes		5.500	%		1/27/25		8,210,000			8,860,027	(a)(e)
Dominican Republic International Bond, Senior Notes		6.850	%		1/27/45		6,300,000			7,211,515	(a)(e)
Total Dominican Republic										16,071,542

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   9

Schedule of investments (cont’d)

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†			Value
Ecuador — 2.2%
Ecuador Government International Bond, Senior Notes		10.750	%		3/28/22		4,210,000		$	4,295,513	(a)(e)
Ecuador Government International Bond, Senior Notes		7.875	%		3/27/25		2,400,000			2,203,800	(a)
Ecuador Government International Bond, Senior Notes		7.875	%		1/23/28		16,740,000			14,925,510	(a)
Total Ecuador										21,424,823
Egypt — 2.8%
Egypt Government International Bond, Senior Notes		6.125	%		1/31/22		5,430,000			5,663,496	(a)
Egypt Government International Bond, Senior Notes		8.500	%		1/31/47		5,100,000			5,678,544	(a)
Egypt Government International Bond, Senior Notes		8.700	%		3/1/49		14,270,000			16,001,807	(a)
Total Egypt										27,343,847
El Salvador — 1.1%
El Salvador Government International Bond, Senior Notes		6.375	%		1/18/27		6,380,000			6,796,981	(a)(e)
El Salvador Government International Bond, Senior Notes		7.125	%		1/20/50		3,200,000			3,417,008	(a)
Total El Salvador										10,213,989
Ethiopia — 0.3%
Ethiopia International Bond, Senior Notes		6.625	%		12/11/24		2,500,000			2,705,715	(b)
Georgia — 0.3%
Georgia Government International Bond		6.875	%		4/12/21		2,360,000			2,491,596	(b)(e)
Ghana — 2.1%
Ghana Government International Bond, Senior Notes		7.875	%		8/7/23		2,323,700			2,557,789	(b)
Ghana Government International Bond, Senior Notes		8.125	%		1/18/26		1,620,000			1,750,301	(a)(e)
Ghana Government International Bond, Senior Notes		10.750	%		10/14/30		5,270,000			6,760,720	(a)(e)
Ghana Government International Bond, Senior Notes		8.950	%		3/26/51		3,800,000			3,898,523	(a)
Republic of Ghana Government Bonds		18.000	%		7/26/21		11,000,000	GHS		1,895,914
Republic of Ghana Government Bonds		17.600	%		11/28/22		18,000,000	GHS		2,950,784
Total Ghana										19,814,031

See Notes to Financial Statements.

  10 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†			Value
Honduras — 0.5%
Honduras Government International Bond, Senior Notes		7.500	%		3/15/24		960,000		$	1,070,799	(b)
Honduras Government International Bond, Senior Notes		6.250	%		1/19/27		3,500,000			3,829,341	(a)
Total Honduras										4,900,140
Hungary — 1.5%
Hungary Government International Bond, Senior Notes		5.750	%		11/22/23		12,608,000			14,236,588
Indonesia — 10.3%
Indonesia Government International Bond, Senior Notes		4.875	%		5/5/21		1,060,000			1,103,062	(a)(e)
Indonesia Government International Bond, Senior Notes		5.875	%		1/15/24		7,049,000			7,987,456	(a)(e)
Indonesia Government International Bond, Senior Notes		3.500	%		1/11/28		9,610,000			10,045,727
Indonesia Government International Bond, Senior Notes		6.625	%		2/17/37		3,210,000			4,364,390	(b)(e)
Indonesia Government International Bond, Senior Notes		5.250	%		1/17/42		20,750,000			25,039,878	(a)(e)(f)
Indonesia Government International Bond, Senior Notes		4.750	%		7/18/47		17,800,000			20,543,709	(a)(e)
Indonesia Treasury Bond, Senior Notes		7.000	%		5/15/22		133,900,000,000	IDR		9,830,908
Indonesia Treasury Bond, Senior Notes		8.375	%		9/15/26		131,422,000,000	IDR		10,199,793
Indonesia Treasury Bond, Senior Notes		8.375	%		3/15/34		126,438,000,000	IDR		9,768,036
Total Indonesia										98,882,959
Ivory Coast — 0.8%
Ivory Coast Government International Bond, Senior Notes		5.375	%		7/23/24		1,350,000			1,422,279	(a)
Ivory Coast Government International Bond, Senior Notes		6.375	%		3/3/28		2,680,000			2,834,221	(a)(e)
Ivory Coast Government International Bond, Senior Notes		6.125	%		6/15/33		3,540,000			3,579,655	(a)(e)
Total Ivory Coast										7,836,155
Jamaica — 1.3%
Jamaica Government International Bond, Senior Notes		6.750	%		4/28/28		3,390,000			4,026,803	(e)

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   11

Schedule of investments (cont’d)

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†			Value
Jamaica — continued
Jamaica Government International Bond, Senior Notes		8.000	%		3/15/39		1,760,000		$	2,399,646	(e)
Jamaica Government International Bond, Senior Notes		7.875	%		7/28/45		4,700,000			6,361,144
Total Jamaica										12,787,593
Jordan — 0.6%
Jordan Government International Bond, Senior Notes		6.125	%		1/29/26		440,000			472,189	(a)
Jordan Government International Bond, Senior Notes		7.375	%		10/10/47		5,020,000			5,365,426	(a)
Total Jordan										5,837,615
Kazakhstan — 1.1%
Kazakhstan Government International Bond, Senior Notes		3.875	%		10/14/24		9,890,000			10,631,661	(b)(e)
Kenya — 1.2%
Kenya Government International Bond, Senior Notes		6.875	%		6/24/24		200,000			216,982	(a)(e)
Kenya Government International Bond, Senior Notes		7.000	%		5/22/27		2,310,000			2,464,629	(a)
Kenya Government International Bond, Senior Notes		7.250	%		2/28/28		5,300,000			5,775,648	(a)(e)
Kenya Government International Bond, Senior Notes		8.000	%		5/22/32		2,380,000			2,599,348	(a)
Total Kenya										11,056,607
Lithuania — 0.3%
Lithuania Government International Bond, Senior Notes		6.125	%		3/9/21		2,850,000			2,990,727	(a)(e)
Mexico — 2.6%
Mexican Bonos, Bonds		6.500	%		6/9/22		199,640,000	MXN		10,507,880	(e)
Mexican Bonos, Senior Notes		7.750	%		11/23/34		84,080,000	MXN		4,765,801
Mexico Government International Bond, Senior Notes		6.050	%		1/11/40		1,132,000			1,475,488	(e)
Mexico Government International Bond, Senior Notes		4.350	%		1/15/47		7,350,000			7,779,497	(e)
Total Mexico										24,528,666
Nigeria — 2.2%
Nigeria Government International Bond, Senior Notes		7.625	%		11/21/25		3,000,000			3,319,503	(a)(e)
Nigeria Government International Bond, Senior Notes		7.875	%		2/16/32		3,200,000			3,329,776	(b)(e)

See Notes to Financial Statements.

  12 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†		Value
Nigeria — continued
Nigeria Government International Bond, Senior Notes		7.875	%		2/16/32		4,120,000	$	4,287,087	(a)(e)
Nigeria Government International Bond, Senior Notes		7.625	%		11/28/47		2,970,000		2,902,150	(a)(e)
Nigeria Government International Bond, Senior Notes		9.248	%		1/21/49		6,200,000		6,945,352	(a)(e)
Total Nigeria									20,783,868
Oman — 2.8%
Oman Government International Bond, Senior Notes		4.750	%		6/15/26		5,270,000		5,355,637	(a)
Oman Government International Bond, Senior Notes		5.625	%		1/17/28		10,000,000		10,368,750	(a)(e)
Oman Government International Bond, Senior Notes		6.000	%		8/1/29		6,000,000		6,281,280	(a)
Oman Government International Bond, Senior Notes		6.750	%		1/17/48		4,500,000		4,535,249	(b)
Total Oman									26,540,916
Panama — 0.2%
Panama Government International Bond, Senior Notes		9.375	%		4/1/29		910,000		1,392,616	(e)
Panama Government International Bond, Senior Notes		6.700	%		1/26/36		159,000		223,347	(e)
Total Panama									1,615,963
Paraguay — 0.6%
Paraguay Government International Bond, Senior Notes		5.000	%		4/15/26		3,500,000		3,877,466	(a)(e)
Paraguay Government International Bond, Senior Notes		5.400	%		3/30/50		1,910,000		2,210,224	(a)(e)
Total Paraguay									6,087,690
Peru — 5.7%
Peruvian Government International Bond, Senior Notes		7.350	%		7/21/25		10,300,000		13,013,174	(f)
Peruvian Government International Bond, Senior Notes		8.750	%		11/21/33		19,998,000		32,953,654	(f)
Peruvian Government International Bond, Senior Notes		6.550	%		3/14/37		6,189,000		9,072,672	(e)
Total Peru									55,039,500
Philippines — 0.5%
Philippine Government International Bond, Senior Notes		3.950	%		1/20/40		4,600,000		5,286,381	(e)

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   13

Schedule of investments (cont’d)

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†			Value
Poland — 2.8%
Republic of Poland Government International Bond, Senior Notes		5.125	%		4/21/21		10,940,000		$	11,410,989	(e)
Republic of Poland Government International Bond, Senior Notes		5.000	%		3/23/22		14,784,000			15,816,263	(e)
Total Poland										27,227,252
Qatar — 2.9%
Qatar Government International Bond, Senior Notes		5.103	%		4/23/48		7,920,000			10,193,412	(a)(f)
Qatar Government International Bond, Senior Notes		4.817	%		3/14/49		14,100,000			17,490,317	(a)(f)
Total Qatar										27,683,729
Romania — 0.2%
Romanian Government International Bond, Senior Notes		4.875	%		1/22/24		1,570,000			1,726,069	(a)(e)
Russia — 5.6%
Russian Federal Bond — OFZ		7.000	%		1/25/23		964,000,000	RUB		16,153,218
Russian Federal Bond — OFZ		8.150	%		2/3/27		289,580,000	RUB		5,215,974
Russian Federal Bond — OFZ		7.050	%		1/19/28		83,026,000	RUB		1,412,945
Russian Foreign Bond — Eurobond, Senior Notes		12.750	%		6/24/28		790,000			1,364,046	(b)(e)
Russian Foreign Bond — Eurobond, Senior Notes		7.500	%		3/31/30		18,008,595			20,525,314	(b)(d)(e)
Russian Foreign Bond — Eurobond, Senior Notes		5.625	%		4/4/42		3,400,000			4,456,533	(a)(e)
Russian Foreign Bond — Eurobond, Senior Notes		5.875	%		9/16/43		3,400,000			4,593,121	(a)(e)
Total Russia										53,721,151
Senegal — 2.0%
Senegal Government International Bond, Senior Notes		6.250	%		7/30/24		2,170,000			2,408,346	(b)
Senegal Government International Bond, Senior Notes		4.750	%		3/13/28		4,800,000	EUR		5,693,125	(a)
Senegal Government International Bond, Senior Notes		6.250	%		5/23/33		8,100,000			8,540,964	(a)
Senegal Government International Bond, Senior Notes		6.750	%		3/13/48		2,650,000			2,673,672	(a)
Total Senegal										19,316,107

See Notes to Financial Statements.

  14 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†		Value
South Africa — 1.2%
Republic of South Africa Government International Bond, Senior Notes		5.375	%		7/24/44		5,000,000	$	4,779,925	(e)
Republic of South Africa Government International Bond, Senior Notes		5.750	%		9/30/49		6,800,000		6,636,018
Total South Africa									11,415,943
Sri Lanka — 2.4%
Sri Lanka Government International Bond, Senior Notes		6.250	%		10/4/20		7,500,000		7,619,963	(b)(e)
Sri Lanka Government International Bond, Senior Notes		5.875	%		7/25/22		3,460,000		3,469,253	(b)(e)
Sri Lanka Government International Bond, Senior Notes		6.125	%		6/3/25		8,680,000		8,458,071	(b)(e)
Sri Lanka Government International Bond, Senior Notes		6.200	%		5/11/27		4,000,000		3,759,589	(b)
Total Sri Lanka									23,306,876
Turkey — 2.9%
Export Credit Bank of Turkey, Senior Notes		5.000	%		9/23/21		4,291,000		4,363,531	(a)(e)
Export Credit Bank of Turkey, Senior Notes		4.250	%		9/18/22		2,000,000		1,961,956	(a)
Turkey Government International Bond, Senior Notes		3.250	%		3/23/23		850,000		817,891	(e)
Turkey Government International Bond, Senior Notes		5.750	%		3/22/24		450,000		461,226	(e)
Turkey Government International Bond, Senior Notes		6.350	%		8/10/24		5,000,000		5,235,995	(e)
Turkey Government International Bond, Senior Notes		4.250	%		4/14/26		5,400,000		5,050,960	(e)
Turkey Government International Bond, Senior Notes		6.125	%		10/24/28		1,000,000		1,014,796	(e)
Turkey Government International Bond, Senior Notes		4.875	%		4/16/43		10,660,000		8,815,820	(e)
Total Turkey									27,722,175
Ukraine — 2.7%
Ukraine Government International Bond, Senior Notes		7.750	%		9/1/20		3,240,000		3,339,837	(a)(e)

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   15

Schedule of investments (cont’d)

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†		Value
Ukraine — continued
Ukraine Government International Bond, Senior Notes		7.750	%		9/1/24		5,640,000	$	6,172,264	(a)(e)
Ukraine Government International Bond, Senior Notes		9.750	%		11/1/28		13,480,000		16,427,065	(b)
Total Ukraine									25,939,166
United Arab Emirates — 0.7%
Abu Dhabi Government International Bond, Senior Notes		4.125	%		10/11/47		5,400,000		6,294,019	(a)
Uruguay — 1.3%
Uruguay Government International Bond, Senior Notes		4.375	%		10/27/27		2,943,154		3,262,037	(e)
Uruguay Government International Bond, Senior Notes		5.100	%		6/18/50		4,341,000		5,222,809	(e)
Uruguay Government International Bond, Senior Notes		4.975	%		4/20/55		3,700,000		4,372,420	(e)
Total Uruguay									12,857,266
Venezuela — 0.4%
Venezuela Government International Bond, Senior Notes		7.750	%		10/13/19		22,130,000		2,600,275	*(b)(g)
Venezuela Government International Bond, Senior Notes		8.250	%		10/13/24		7,000,000		840,000	*(b)(h)
Venezuela Government International Bond, Senior Notes		9.250	%		9/15/27		4,205,000		504,600	*(h)
Total Venezuela									3,944,875
Vietnam — 1.2%
Vietnam Government International Bond, Senior Notes		6.750	%		1/29/20		1,690,000		1,692,235	(b)(e)
Vietnam Government International Bond, Senior Notes		4.800	%		11/19/24		8,700,000		9,492,594	(a)(e)
Total Vietnam									11,184,829
Total Sovereign Bonds (Cost — $764,786,158)									798,728,419
Corporate Bonds & Notes — 50.9%
Communication Services — 2.8%
Diversified Telecommunication Services — 0.8%
Ooredoo International Finance Ltd., Senior Notes		4.750	%		2/16/21		2,710,000		2,795,650	(a)(e)
Turk Telekomunikasyon AS, Senior Notes		6.875	%		2/28/25		4,680,000		5,015,205	(a)(e)
Total Diversified Telecommunication Services									7,810,855

See Notes to Financial Statements.

  16 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†		Value
Media — 1.1%
Cable Onda SA, Senior Notes		4.500	%		1/30/30		3,290,000	$	3,470,456	(a)
Grupo Televisa SAB, Senior Notes		6.625	%		1/15/40		1,480,000		1,853,463	(e)
Prosus NV, Senior Notes		5.500	%		7/21/25		2,750,000		3,063,016	(a)(e)
Prosus NV, Senior Notes		4.850	%		7/6/27		2,250,000		2,458,820	(a)(e)
Total Media									10,845,755
Wireless Telecommunication Services — 0.9%
Millicom International Cellular SA, Senior Notes		5.125	%		1/15/28		2,650,000		2,786,097	(a)(e)
Millicom International Cellular SA, Senior Notes		6.250	%		3/25/29		4,710,000		5,205,210	(a)(e)
Vimpel Communications Via VIP Finance Ireland Ltd. OJSC, Senior Notes		7.748	%		2/2/21		440,000		468,318	(a)(e)
Total Wireless Telecommunication Services									8,459,625
Total Communication Services									27,116,235
Consumer Discretionary — 0.6%
Hotels, Restaurants & Leisure — 0.6%
Gohl Capital Ltd., Senior Notes		4.250	%		1/24/27		3,130,000		3,291,156	(b)(e)
Sands China Ltd., Senior Notes		5.125	%		8/8/25		2,500,000		2,750,637	(e)
Total Consumer Discretionary									6,041,793
Consumer Staples — 0.4%
Food Products — 0.4%
BRF SA, Senior Notes		4.875	%		1/24/30		3,410,000		3,521,712	(a)
Energy — 19.7%
Oil, Gas & Consumable Fuels — 19.7%
CNOOC Curtis Funding No 1 Pty Ltd., Senior Notes		4.500	%		10/3/23		2,750,000		2,948,257	(b)(e)
Ecopetrol SA, Senior Notes		5.875	%		9/18/23		3,010,000		3,339,249	(e)
Ecopetrol SA, Senior Notes		5.875	%		5/28/45		7,160,000		8,464,445	(e)
GNL Quintero SA, Senior Notes		4.634	%		7/31/29		1,877,000		1,997,330	(a)(e)
KazMunayGas National Co. JSC, Senior Notes		4.400	%		4/30/23		4,000,000		4,240,780	(b)
KazMunayGas National Co. JSC, Senior Notes		4.750	%		4/19/27		5,160,000		5,679,916	(a)(e)
KazMunayGas National Co. JSC, Senior Notes		5.750	%		4/19/47		4,970,000		5,949,090	(a)(e)
KazMunayGas National Co. JSC, Senior Notes		6.375	%		10/24/48		5,300,000		6,838,272	(a)(e)
KazTransGas JSC, Senior Notes		4.375	%		9/26/27		5,900,000		6,200,770	(a)(e)

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   17

Schedule of investments (cont’d)

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†			Value
Oil, Gas & Consumable Fuels — continued
Lukoil International Finance BV, Senior Notes		6.656	%		6/7/22		3,524,000		$	3,881,915	(b)(e)
Lukoil International Finance BV, Senior Notes		4.750	%		11/2/26		3,500,000			3,884,776	(a)(e)
Pertamina Persero PT, Senior Notes		5.250	%		5/23/21		6,760,000			7,039,594	(a)(e)
Pertamina Persero PT, Senior Notes		4.875	%		5/3/22		2,540,000			2,680,676	(a)(e)
Petrobras Global Finance BV, Senior Notes		5.375	%		1/27/21		16,220,000			16,762,072	(e)
Petrobras Global Finance BV, Senior Notes		8.375	%		5/23/21		1,000,000			1,090,400	(e)
Petrobras Global Finance BV, Senior Notes		7.375	%		1/17/27		5,600,000			6,842,360	(e)
Petrobras Global Finance BV, Senior Notes		5.750	%		2/1/29		6,000,000			6,778,500
Petrobras Global Finance BV, Senior Notes		6.850	%		6/5/2115		13,800,000			15,817,491	(e)
Petroleos de Venezuela SA, Senior Notes		9.000	%		11/17/21		16,630,000			1,371,975	*(b)(h)
Petroleos de Venezuela SA, Senior Notes		6.000	%		5/16/24		8,145,000			671,962	*(b)(h)
Petroleos del Peru SA, Senior Notes		4.750	%		6/19/32		10,800,000			11,856,753	(a)(e)
Petroleos Mexicanos, Senior Notes		4.500	%		1/23/26		6,000,000			5,991,885	(e)
Petroleos Mexicanos, Senior Notes		6.875	%		8/4/26		2,561,000			2,820,986	(e)
Petroleos Mexicanos, Senior Notes		6.625	%		6/15/35		14,060,000			14,452,766	(e)
Petroleos Mexicanos, Senior Notes		6.350	%		2/12/48		3,400,000			3,292,679	(e)
Petroleos Mexicanos, Senior Notes		7.690	%		1/23/50		4,930,000			5,397,241	(a)
Reliance Holding USA Inc., Senior Notes		4.500	%		10/19/20		6,610,000			6,716,604	(a)(e)
Sinopec Group Overseas Development 2017 Ltd., Senior Notes		4.000	%		9/13/47		10,060,000			11,069,956	(b)(e)
Transportadora de Gas del Peru SA, Senior Notes		4.250	%		4/30/28		1,080,000			1,157,336	(b)(e)
Transportadora de Gas del Peru SA, Senior Notes		4.250	%		4/30/28		5,420,000			5,808,113	(a)(e)
Transportadora de Gas Internacional SA ESP, Senior Notes		5.550	%		11/1/28		2,300,000			2,637,197	(a)(e)
Ultrapar International SA, Senior Notes		5.250	%		10/6/26		3,190,000			3,434,378	(a)(e)
YPF SA, Senior Notes		16.500	%		5/9/22		78,563,600	ARS		488,959	(a)(c)

See Notes to Financial Statements.

  18 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†			Value
Oil, Gas & Consumable Fuels — continued
YPF SA, Senior Notes		16.500	%		5/9/22		39,570,000	ARS	$	263,359	(b)(c)
YPF SA, Senior Notes (Argentina BADLAR Private Deposit Rate + 4.000%)		63.354	%		7/7/20		3,000,000			661,140	(b)(d)(e)
Total Energy										188,529,182
Financials — 10.0%
Banks — 6.7%
Banco Bilbao Vizcaya Argentaria
Colombia SA, Subordinated Notes		4.875	%		4/21/25		2,450,000			2,625,604	(a)(e)
Banco del Estado de Chile, Senior Notes		4.125	%		10/7/20		1,110,000			1,124,734	(a)(e)
Banco Mercantil del Norte SA, Junior Subordinated Notes (7.625% to 1/6/28 then 10 year Treasury Constant Maturity Rate + 5.353%)		7.625	%		1/10/28		5,900,000			6,316,157	(a)(d)(e)(i)
BBVA Banco Continental SA, Subordinated Notes (5.250% to 9/22/24 then 5 year Treasury Constant Maturity Rate + 2.750%)		5.250	%		9/22/29		980,000			1,062,425	(a)(d)(e)
BBVA Bancomer SA, Subordinated Notes (5.350% to 11/12/24 then 5 year Treasury Constant Maturity Rate + 3.000%)		5.350	%		11/12/29		1,350,000			1,367,358	(a)(d)(e)
HSBC Holdings PLC, Senior Notes		4.300	%		3/8/26		1,890,000			2,059,891	(e)
Itau Unibanco Holding SA, Junior Subordinated Notes (6.500% to 3/19/23 then 5 year Treasury Constant Maturity Rate + 3.863%)		6.500	%		3/19/23		6,970,000			7,386,597	(a)(d)(e)(i)
Russian Agricultural Bank OJSC Via RSHB Capital SA, Subordinated Notes		8.500	%		10/16/23		16,770,000			18,742,152	(b)(e)
Shinhan Bank Co. Ltd., Subordinated Notes		3.875	%		3/24/26		1,260,000			1,314,712	(a)(e)
TC Ziraat Bankasi AS, Senior Notes		5.125	%		9/29/23		10,810,000			10,641,472	(a)(e)

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   19

Schedule of investments (cont’d)

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†			Value
Banks — continued
UniCredit SpA, Subordinated Notes (7.296% to 4/2/29 then USD 5 year ICE Swap Rate + 4.914%)		7.296	%		4/2/34		6,410,000		$	7,383,492	(a)(d)(e)
United Overseas Bank Ltd., Subordinated Notes (3.750% to 4/15/24 then 5 year Treasury Constant Maturity Rate + 1.500%)		3.750	%		4/15/29		4,600,000			4,778,666	(a)(d)
Total Banks										64,803,260
Capital Markets — 0.3%
UBS Group AG, Junior Subordinated Notes (7.000% to 1/31/24 then USD 5 year ICE Swap Rate + 4.344%)		7.000	%		1/31/24		2,340,000			2,559,375	(a)(d)(e)(i)
Consumer Finance — 1.2%
African Export-Import Bank, Senior Notes		3.994	%		9/21/29		5,900,000			6,000,182	(a)
International Finance Corp., Senior Notes		15.500	%		1/29/21		127,000,000	UAH		5,360,746
Total Consumer Finance										11,360,928
Diversified Financial Services — 1.8%
Banco Nacional de Comercio Exterior SNC, Senior Notes		4.375	%		10/14/25		5,760,000			6,122,448	(a)(e)
DAE Funding LLC, Senior Notes		4.500	%		8/1/22		4,700,000			4,782,217	(a)(e)
DAE Funding LLC, Senior Notes		5.000	%		8/1/24		2,880,000			3,030,999	(a)(e)
Park Aerospace Holdings Ltd., Senior Notes		5.250	%		8/15/22		1,000,000			1,068,212	(a)(e)
Park Aerospace Holdings Ltd., Senior Notes		5.500	%		2/15/24		1,980,000			2,176,337	(a)(e)
Total Diversified Financial Services										17,180,213
Total Financials										95,903,776
Industrials — 1.4%
Industrial Conglomerates — 0.7%
Alfa SAB de CV, Senior Notes		6.875	%		3/25/44		1,000,000			1,217,185	(a)(e)
Sinochem Overseas Capital Co. Ltd., Senior Notes		4.500	%		11/12/20		5,220,000			5,314,011	(a)(e)
Total Industrial Conglomerates										6,531,196
Road & Rail — 0.3%
Empresa de Transporte de Pasajeros Metro SA, Senior Notes		5.000	%		1/25/47		2,560,000			2,914,419	(a)(e)

See Notes to Financial Statements.

  20 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†		Value
Transportation Infrastructure — 0.4%
DP World PLC, Senior Notes		5.625	%		9/25/48		3,400,000	$	3,939,373	(a)(e)
Total Industrials									13,384,988
Materials — 9.4%
Chemicals — 4.7%
Braskem America Finance Co., Senior Notes		7.125	%		7/22/41		210,000		241,171	(b)(e)
Braskem Finance Ltd., Senior Notes		6.450	%		2/3/24		2,350,000		2,619,298	(e)
CNAC HK Finbridge Co. Ltd., Senior Notes		4.625	%		3/14/23		10,700,000		11,264,352	(b)(e)
CNAC HK Finbridge Co. Ltd., Senior Notes		4.125	%		7/19/27		3,950,000		4,150,865	(b)(e)
Equate Petrochemical BV, Senior Notes		3.000	%		3/3/22		492,000		495,181	(b)(e)
Equate Petrochemical BV, Senior Notes		4.250	%		11/3/26		1,300,000		1,392,521	(a)(e)
Equate Petrochemical BV, Senior Notes		4.250	%		11/3/26		200,000		214,234	(b)(e)
Mexichem SAB de CV, Senior Notes		4.875	%		9/19/22		2,101,000		2,217,232	(a)(e)
Mexichem SAB de CV, Senior Notes		5.875	%		9/17/44		4,960,000		5,243,687	(a)(e)
OCP SA, Senior Notes		5.625	%		4/25/24		4,900,000		5,430,533	(a)(e)
OCP SA, Senior Notes		4.500	%		10/22/25		5,590,000		5,994,207	(a)(e)
Phosagro OAO Via Phosagro Bond Funding DAC, Senior Notes		3.950	%		11/3/21		5,600,000		5,749,940	(a)(e)
Total Chemicals									45,013,221
Construction Materials — 0.3%
Cemex SAB de CV, Senior Secured Notes		6.125	%		5/5/25		2,920,000		3,035,618	(a)(e)
Metals & Mining — 3.0%
Indonesia Asahan Aluminium Persero PT, Senior Notes		5.230	%		11/15/21		4,000,000		4,200,000	(a)(e)
Indonesia Asahan Aluminium Persero PT, Senior Notes		5.710	%		11/15/23		10,120,000		11,176,966	(a)(e)
Southern Copper Corp., Senior Notes		7.500	%		7/27/35		310,000		428,883	(e)
Southern Copper Corp., Senior Notes		6.750	%		4/16/40		8,490,000		11,367,003	(e)
Southern Copper Corp., Senior Notes		5.250	%		11/8/42		1,110,000		1,281,416	(e)
Total Metals & Mining									28,454,268

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   21

Schedule of investments (cont’d)

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Maturity Date		Face Amount†		Value
Paper & Forest Products — 1.4%
Inversiones CMPC SA, Senior Notes		4.500	%		4/25/22		2,350,000	$	2,433,395	(a)(e)
Inversiones CMPC SA, Senior Notes		4.375	%		5/15/23		2,070,000		2,146,469	(a)(e)
Suzano Austria GmbH, Senior Notes		5.750	%		7/14/26		3,450,000		3,865,199	(a)(e)
Suzano Austria GmbH, Senior Notes		6.000	%		1/15/29		4,440,000		5,018,743	(e)
Total Paper & Forest Products									13,463,806
Total Materials									89,966,913
Real Estate — 2.8%
Real Estate Management & Development — 2.8%
China Aoyuan Group Ltd., Senior Secured Notes		7.950	%		9/7/21		4,000,000		4,160,000	(b)
China Overseas Finance Cayman III Ltd., Senior Notes		5.375	%		10/29/23		2,460,000		2,681,713	(b)(e)
China Overseas Finance Cayman VII Ltd., Senior Notes		4.250	%		4/26/23		6,000,000		6,262,507	(b)
Country Garden Holdings Co. Ltd., Senior Secured Notes		4.750	%		7/25/22		10,000,000		10,099,437	(b)
Radiant Access Ltd., Senior Notes		4.600	%		5/18/20		2,000,000		1,998,613	(b)(i)
Yuzhou Properties Co. Ltd., Senior Secured Notes		6.000	%		10/25/23		2,000,000		1,957,144	(b)(e)
Total Real Estate									27,159,414
Utilities — 3.8%
Electric Utilities — 3.4%
Abu Dhabi National Energy Co. PJSC, Senior Notes		4.875	%		4/23/30		5,100,000		5,838,077	(a)(f)
Enel Chile SA, Senior Notes		4.875	%		6/12/28		5,150,000		5,705,415	(e)
Eskom Holdings SOC Ltd.		6.350	%		8/10/28		5,000,000		5,373,395	(b)
Kallpa Generacion SA, Senior Notes		4.875	%		5/24/26		2,270,000		2,409,849	(b)(e)
Pampa Energia SA, Senior Notes		7.500	%		1/24/27		4,950,000		4,234,866	(a)(e)
Perusahaan Listrik Negara PT, Senior Notes		5.250	%		5/15/47		7,810,000		8,770,122	(b)(e)
Total Electric Utilities									32,331,724
Independent Power and Renewable Electricity Producers — 0.4%
Enel Generacion Chile SA, Senior Notes		4.250	%		4/15/24		500,000		527,786	(e)
Minejesa Capital BV, Senior Secured Notes		5.625	%		8/10/37		3,100,000		3,379,123	(a)(e)
Total Independent Power and Renewable Electricity Producers									3,906,909
Total Utilities									36,238,633
Total Corporate Bonds & Notes (Cost — $460,073,777)									487,862,646

See Notes to Financial Statements.

  22 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Security

Rate

Maturity Date

Face Amount†

Value

Non-U.S. Treasury Inflation Protected Securities — 0.1%

Argentina — 0.1%

Bonos de la Nacion Argentina con Ajuste por CER, Bonds (Cost — $4,388,294)

4.000%

3/6/20

120,622,117

ARS

$

1,167,435

(c)

Counterparty

Expiration Date

Contracts

Notional Amount†

Purchased Options — 0.1%

OTC Purchased Options — 0.1%

U.S. Dollar/Brazilian Real, Put @ 3.95BRL

Barclays Bank PLC

2/4/20

37,750,000

37,750,000

205,902

U.S. Dollar/Brazilian Real, Put @ 3.90BRL

Barclays Bank PLC

4/23/20

9,350,000

9,350,000

84,621

U.S. Dollar/Indian Rupee, Put @ 68.50INR

Barclays Bank PLC

1/13/20

42,800,000

42,800,000

50

U.S. Dollar/Indian Rupee, Put @ 71.00INR

Barclays Bank PLC

1/17/20

9,425,000

9,425,000

19,356

U.S. Dollar/Indonesian Rupiah, Put @ 14,000.00IDR

JPMorgan Chase & Co.

1/14/20

17,100,000

17,100,000

199,502

Total Purchased Options (Cost — $1,303,234)

509,431

Total Investments before Short-Term Investments (Cost — $1,230,551,463)

1,288,267,931

Rate

Maturity Date

Face Amount†

Short-Term Investments — 3.2%

Sovereign Bonds — 3.0%

Argentina — 0.2%

Argentina Treasury Bills

(2.408)%

5/28/20

131,400,000

ARS

1,766,559

(c)(j)

Nigeria — 0.5%

Nigeria OMO Bills

13.177%

2/20/20

1,954,980,000

NGN

5,294,437

(j)

Egypt — 2.3%

Egypt Treasury Bills

7.929%

1/21/20

63,775,000

EGP

3,956,115

(j)

Egypt Treasury Bills

13.239%

5/26/20

298,800,000

EGP

17,707,568

(j)

Total Egypt

21,663,683

Total Sovereign Bonds (Cost — $30,292,134)

28,724,679

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   23

Schedule of investments (cont’d)

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Security	Rate			Shares		Value
Money Market Funds — 0.2%
Dreyfus Government Cash Management, Institutional Shares (Cost — $2,044,380)		1.522	%		2,044,380	$	2,044,380
Total Short-Term Investments (Cost — $32,336,514)							30,769,059
Total Investments — 137.6% (Cost — $1,262,887,977)							1,319,036,990
Liabilities in Excess of Other Assets — (37.6)%							(360,759,129	)
Total Net Assets — 100.0%						$	958,277,861

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

* Non-income producing security.

^(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.

^(b)  Security is exempt from registration under Regulation S of the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors.

^(c)  Security is valued in good faith in accordance with procedures approved by the Board of Directors (Note 1).

^(d)  Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.

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

^(f)  All or a portion of this security is held by the counterparty as collateral for open reverse repurchase agreements.

^(g)  The maturity principal is currently in default as of December 31, 2019.

^(h)  The coupon payment on these securities is currently in default as of December 31, 2019.

⁽ⁱ⁾  Security has no maturity date. The date shown represents the next call date.

^(j)  Rate shown represents yield-to-maturity.

See Notes to Financial Statements.

  24 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Abbreviations used in this schedule:
ARS	— Argentine Peso
BRL	— Brazilian Real
CER	— Coeficente de Establilzacion de Referencia
EGP	— Egyptian Pound
EUR	— Euro
GHS	— Ghanaian Cedi
ICE	— Intercontinental Exchange
IDR	— Indonesian Rupiah
INR	— Indian Rupee
JSC	— Joint Stock Company
MXN	— Mexican Peso
NGN	— Nigerian Naira
OJSC	— Open Joint Stock Company
PJSC	— Private Joint Stock Company
RUB	— Russian Ruble
UAH	— Ukrainian Hryvnia
USD	— United States Dollar

At December 31, 2019, the Fund had the following open reverse repurchase agreements:

Counterparty	Rate		Effective Date		Maturity Date	Face Amount of Reverse Repurchase Agreements		Asset Class of Collateral*		Collateral Value
Credit Suisse		1.900%		11/22/2019	TBD**	$	5,403,125		Corporate Bonds &
									Notes	$	5,723,605
JPMorgan Chase & Co.		1.900%		11/1/2019	TBD**		5,613,274		Sovereign Bonds		6,435,235
JPMorgan Chase & Co.		1.900%		11/5/2019	TBD**		2,796,598		Sovereign Bonds		3,217,618
JPMorgan Chase & Co.		2.050%		11/1/2019	TBD**		8,748,313		Sovereign Bonds		10,107,320
JPMorgan Chase & Co.		2.050%		11/5/2019	TBD**		2,505,339		Sovereign Bonds		2,905,854
JPMorgan Chase & Co.		2.050%		11/22/2019	TBD**		19,052,134		Sovereign Bonds		21,751,587
JPMorgan Chase & Co.		2.100%		11/1/2019	TBD**		14,704,103		Sovereign Bonds		17,366,272
JPMorgan Chase & Co.		2.150%		11/1/2019	TBD**		20,562,123		Sovereign Bonds		24,134,822
JPMorgan Chase & Co.		2.400%		12/30/2019	TBD**		7,035,404		Sovereign Bonds		8,239,238
						$	86,420,413			$	99,881,551

* Refer to the Schedule of Investments for positions held at the counterparty as collateral for reverse repurchase agreements.

** TBD — To Be Determined; These reverse repurchase agreements have no maturity dates because they are renewed daily and can be terminated by either the Fund or the counterparty in accordance with the terms of the agreements. The rates for these agreements are variable. The rate disclosed is the rate as of December 31, 2019.

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   25

Schedule of investments (cont’d)

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Schedule of Written Options
OTC Written Options
Security	Counterparty	Expiration Date		Strike Price			Contracts		Notional Amount†		Value
U.S. Dollar/Brazilian Real, Call	Barclays Bank PLC		2/4/20		4.15	BRL		37,750,000		37,750,000	$	(146,778)
U.S. Dollar/Brazilian Real, Call	Barclays Bank PLC		4/23/20		4.40	BRL		9,350,000		9,350,000		(40,892)
U.S. Dollar/Brazilian Real, Put	Barclays Bank PLC		2/4/20		3.80	BRL		37,750,000		37,750,000		(22,293)
U.S. Dollar/Indian Rupee, Call	Barclays Bank PLC		1/13/20		71.70	INR		42,800,000		42,800,000		(68,799)
U.S. Dollar/Indian Rupee, Call	Barclays Bank PLC		1/17/20		74.00	INR		9,425,000		9,425,000		(636)
U.S. Dollar/Indonesian Rupiah, Call	JPMorgan Chase & Co.		1/14/20		15,000.00	IDR		17,100,000		17,100,000		(4)
Total OTC Written Options (Premiums received — $ 1,358,356)											$	(279,402)

† Notional amount denominated in U.S. dollars, unless otherwise noted.

Abbreviations used in this schedule:
BRL	— Brazilian Real
IDR	— Indonesian Rupiah
INR	— Indian Rupee

At December 31, 2019, the Fund had the following open futures contracts:

	Number of Contracts		Expiration Date		Notional Amount		Market Value		Unrealized Appreciation
Contracts to Sell:
U.S. Treasury 10-Year Notes		1,013		3/20	$	131,245,461	$	130,091,364	$	1,154,097

At December 31, 2019, the Fund had the following open forward foreign currency contracts:

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
RUB	495,144,000	USD	7,701,966	Bank of America N.A.		1/15/20	$	260,917
USD	11,255,213	RUB	733,339,000	Bank of America N.A.		1/15/20		(538,311)
INR	320,093,000	USD	4,482,468	Barclays Bank PLC		1/15/20		(4,587)
INR	539,791,000	USD	7,516,410	Barclays Bank PLC		1/15/20		34,894
INR	790,162,000	USD	11,072,898	Barclays Bank PLC		1/15/20		(19,076)
MXN	187,000,000	USD	9,635,202	Barclays Bank PLC		1/15/20		233,236
USD	36,295,164	INR	2,611,763,700	Barclays Bank PLC		1/15/20		(241,610)
USD	9,396,985	MXN	187,000,000	Barclays Bank PLC		1/15/20		(471,454)

See Notes to Financial Statements.

  26 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
IDR	141,918,258,000	USD	10,055,853	JPMorgan Chase & Co.		1/15/20	$	153,236
USD	11,040,932	BRL	46,341,000	JPMorgan Chase & Co.		1/15/20		(473,313)
USD	13,573,156	BRL	55,955,337	JPMorgan Chase & Co.		1/15/20		(329,942)
USD	18,758,434	IDR	269,877,590,494	JPMorgan Chase & Co.		1/15/20		(655,591)
USD	2,226,513	EUR	2,010,000	Barclays Bank PLC		1/17/20		(30,486)
USD	1,072,030	EUR	970,000	BNP Paribas SA		1/17/20		(17,169)
USD	2,339,441	EUR	2,120,000	Citibank N.A.		1/17/20		(41,076)
USD	38,158,161	SAR	143,116,000	Bank of America N.A.		2/13/20		(2,140)
Total							$	(2,142,472)

Abbreviations used in this table:
BRL	— Brazilian Real
EUR	— Euro
IDR	— Indonesian Rupiah
INR	— Indian Rupee
MXN	— Mexican Peso
RUB	— Russian Ruble
SAR	— Saudi Arabian Riyal
USD	— United States Dollar

Summary of Investments by Country* (unaudited)
Indonesia	10.3	%
Brazil	6.9
Peru	6.8
Russia	6.5
Mexico	6.4
China	4.7
Colombia	4.3
Argentina	3.4
Turkey	3.3
Kazakhstan	3.0
Qatar	2.3
Egypt	2.1
Poland	2.1
Oman	2.0
Ukraine	2.0
United Arab Emirates	1.8
Sri Lanka	1.8
Ecuador	1.6
Nigeria	1.6
South Africa	1.5

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   27

Schedule of investments (cont’d)

December 31, 2019

Western Asset Emerging Markets Debt Fund Inc.

Summary of Investments by Country* (unaudited) (cont’d)
Ghana	1.5	%
Senegal	1.5
Chile	1.3
Dominican Republic	1.2
Hungary	1.1
Uruguay	1.0
Jamaica	1.0
Angola	0.9
Costa Rica	0.9
Morocco	0.9
Supranational	0.9
Vietnam	0.8
Kenya	0.8
El Salvador	0.8
Armenia	0.7
Bahrain	0.7
Ivory Coast	0.6
Italy	0.6
India	0.5
Croatia	0.5
Paraguay	0.5
Venezuela	0.4
Jordan	0.4
Philippines	0.4
Panama	0.4
Honduras	0.4
Singapore	0.4
Malaysia	0.2
Ireland	0.2
Lithuania	0.2
Macau	0.2
Ethiopia	0.2
Switzerland	0.2
Georgia	0.2
Kuwait	0.2
United Kingdom	0.2
Hong Kong	0.1
Romania	0.1
South Korea	0.1

See Notes to Financial Statements.

  28 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

Summary of Investments by Country* (unaudited) (cont’d)
Purchased Options	0.1	%
Short-Term Investments	2.3
	100.0	%

* As a percentage of total investments. Please note that the Fund holdings are as of December 31, 2019 and are subject to change.

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   29

Statement of assets and liabilities

December 31, 2019

Assets:
Investments, at value (Cost — $1,262,887,977)	$	1,319,036,990
Foreign currency, at value (Cost — $1,582,649)		1,330,834
Cash		17
Interest receivable		21,687,065
Deposits with brokers for OTC derivatives		1,870,000
Deposits with brokers for open futures contracts		1,318,021
Unrealized appreciation on forward foreign currency contracts		682,283
Receivable from broker — variation margin on open futures contracts		110,792
Prepaid expenses		13,720
Total Assets		1,346,049,722
Liabilities:
Loan payable (Note 5)		295,000,000
Payable for open reverse repurchase agreements (Note 3)		86,420,413
Unrealized depreciation on forward foreign currency contracts		2,824,755
Deposits from brokers for open reverse repurchase agreements		965,000
Investment management fee payable		957,195
Interest payable		488,826
Payable for securities purchased		441,705
Written options, at value (premiums received — $1,358,356)		279,402
Accrued foreign capital gains tax		152,139
Directors’ fees payable		34,734
Accrued expenses		207,692
Total Liabilities		387,771,861
Total Net Assets	$	958,277,861
Net Assets:
Par value ($0.001 par value; 60,746,012 shares issued and outstanding; 100,000,000 shares authorized)	$	60,746
Paid-in capital in excess of par value		1,099,968,768
Total distributable earnings (loss)		(141,751,653)
Total Net Assets	$	958,277,861
Shares Outstanding		60,746,012
Net Asset Value		$15.78

See Notes to Financial Statements.

  30 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Statement of operations

For the Year Ended December 31, 2019

Investment Income:
Interest	$	94,745,292
Less: Foreign taxes withheld		(932,899)
Total Investment Income		93,812,393
Expenses:
Investment management fee (Note 2)		11,360,866
Interest expense (Notes 3 and 5)		11,213,045
Transfer agent fees		256,893
Directors’ fees		256,146
Custody fees		160,479
Legal fees		82,512
Fund accounting fees		77,787
Audit and tax fees		73,140
Stock exchange listing fees		31,131
Shareholder reports		20,912
Insurance		13,312
Miscellaneous expenses		17,815
Total Expenses		23,564,038
Net Investment Income		70,248,355
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Written Options, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):
Net Realized Gain (Loss) From:
Investment transactions		(38,275,745)	†
Futures contracts		(11,358,639)
Written options		1,726,797
Swap contracts		(757,404)
Forward foreign currency contracts		(4,593,902)
Foreign currency transactions		202,660
Net Realized Loss		(53,056,233)
Change in Net Unrealized Appreciation (Depreciation) From:
Investments		116,640,077	‡
Futures contracts		5,256,516
Written options		808,442
Swap contracts		288,524
Forward foreign currency contracts		(1,994,502)
Foreign currencies		(329,620)
Change in Net Unrealized Appreciation (Depreciation)		120,669,437
Net Gain on Investments, Futures Contracts, Written Options, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions		67,613,204
Increase in Net Assets From Operations	$	137,861,559

† Net of foreign capital gains tax of $182,767.

‡ Net of change in accrued foreign capital gains tax of $152,139.

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   31

Statements of changes in net assets

For the Years Ended December 31,	2019		2018
Operations:
Net investment income	$	70,248,355	$	64,285,502
Net realized loss		(53,056,233)		(22,505,289)
Change in net unrealized appreciation (depreciation)		120,669,437		(144,071,700)
Increase (Decrease) in Net Assets From Operations		137,861,559		(102,291,487)
Distributions to Shareholders From (Note 1):
Total distributable earnings		(62,098,963)		(65,093,198)
Return of capital		(10,796,252)		(7,802,017)
Decrease in Net Assets From Distributions to Shareholders		(72,895,215)		(72,895,215)
Increase (Decrease) in Net Assets		64,966,344		(175,186,702)
Net Assets:
Beginning of year		893,311,517		1,068,498,219
End of year	$	958,277,861	$	893,311,517

See Notes to Financial Statements.

  32 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Statement of cash flows

For the Year Ended December 31, 2019

Increase (Decrease) in Cash:
Cash Provided (Used) by Operating Activities:
Net increase in net assets resulting from operations	$	137,861,559
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided (used) by operating activities:
Purchases of portfolio securities		(366,803,111)
Sales of portfolio securities		382,141,554
Net purchases, sales and maturities of short-term investments		743,229
Net amortization of premium (accretion of discount)		(11,207,910)
Increase in interest receivable		(103,568)
Decrease in prepaid expenses		252
Decrease in other receivables		84,000
Increase in receivable from broker — variation margin on open futures contracts		(110,792)
Decrease in net premiums received for OTC swap contracts		(99,643)
Increase in deposits from brokers for reverse repurchase agreements		577,000
Increase in payable for securities purchased		441,705
Increase in investment management fee payable		56,051
Decrease in Directors’ fees payable		(5,949)
Decrease in interest payable		(123,893)
Decrease in accrued expenses		(39,352)
Increase in premiums received from written options		833,393
Decrease in payable to broker — variation margin on open futures contracts		(555,862)
Decrease in payable for open OTC swap contracts		(10,733)
Net realized loss on investments		38,275,745
Change in net unrealized appreciation (depreciation) of investments, written options,
OTC swap contracts and forward foreign currency contracts		(115,742,541)
Net Cash Provided by Operating Activities*		66,211,134
Cash Flows From Financing Activities:
Distributions paid on common stock		(72,895,215)
Increase in payable for reverse repurchase agreements		1,396,679
Net Cash Used in Financing Activities		(71,498,536)
Net Decrease in Cash and Restricted Cash		(5,287,402)
Cash and restricted cash at beginning of year		9,806,274
Cash and restricted cash at end of year	$	4,518,872

* Included in operating expenses is cash of $11,336,938 paid for interest on borrowings.

The following table provides a reconciliation of cash and restricted cash reported within the Statement of Assets and Liabilities that sums to the total of such amounts shown on the Statement of Cash Flows.

	December 31, 2019
Cash	$	1,330,851
Restricted cash		3,188,021
Total cash and restricted cash shown in the Statement of Cash Flows	$	4,518,872

Restricted cash consists of cash that has been segregated to cover the Fund’s collateral or margin obligations under derivative contracts. It is separately reported on the Statement of Assets and Liabilities as Deposits with brokers.

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   33

Financial highlights

For a share of capital stock outstanding throughout each year ended December 31:
	20191			20181			20171			20161			20151
Net asset value, beginning of year		$14.71			$17.59			$17.10			$16.37			$18.16
Income (loss) from operations:
Net investment income		1.16			1.06			1.17			1.01			1.05
Net realized and unrealized gain (loss)		1.11			(2.74)			0.53			0.98			(1.53)
Total income (loss) from operations		2.27			(1.68)			1.70			1.99			(0.48)
Less distributions from:
Net investment income		(1.02)			(1.07)			(1.13)			(0.98)			(1.15)
Return of capital		(0.18)			(0.13)			(0.08)			(0.28)			(0.16)
Total distributions		(1.20)			(1.20)			(1.21)			(1.26)			(1.31)
Net asset value, end of year		$15.78			$14.71			$17.59			$17.10			$16.37
Market price, end of year		$14.27			$12.29			$15.55			$14.71			$13.73
Total return, based on NAV2,3		15.76	%		(9.78)	%		10.17	%		12.44	%		(2.83)	%
Total return, based on Market Price4		26.49	%		(13.68)	%		14.22	%		16.56	%		(4.89)	%
Net assets, end of year (millions)		$958			$893			$1,068			$1,039			$504
Ratios to average net assets:
Gross expenses		2.49	%		2.39	%		1.83	%5		1.60	%5		1.33	%
Net expenses		2.49			2.35	6		1.79	5,6		1.59	5,6		1.33
Net investment income		7.41			6.66			6.66			5.92			5.97
Portfolio turnover rate		29	%		42	%		33	%		30	%		37	%
Supplemental data:
Loan Outstanding, End of Year (000s)		$295,000			$295,000			$295,000			$295,000			$101,780
Asset Coverage Ratio for Loan Outstanding7		425	%		403	%		462	%		452	%		595	%
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding7		$4,248			$4,028			$4,622			$4,521			$5,953
Weighted Average Loan (000s)		$295,000			$295,000			$295,000			$135,366			$98,076
Weighted Average Interest Rate on Loan		2.96	%		2.82	%		1.89	%		1.29	%		0.96	%

See Notes to Financial Statements.

  34 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

¹   Per share amounts have been calculated using the average shares method.

²  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.

³  The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results.

⁴  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.

⁵  Included in the expense ratios are certain non-recurring reorganization fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 1.82% and 1.78%, respectively, for the year ended December 31, 2017 and would both have been 1.52% for the year ended December 31, 2016.

⁶  Reflects fee waivers and/or expense reimbursements.

⁷  Represents value of net assets plus the loan outstanding at the end of the period divided by the loan outstanding at the end of the period.

See Notes to Financial Statements.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   35

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 high current income and the Fund’s secondary objective is to seek capital appreciation. On October 31, 2019, the Board of Directors of the Fund approved amendments to the Fund’s bylaws. The amended and restated bylaws were subsequently filed on Form 8-K and are available on the Securities and Exchange Commission’s website at www.sec.gov.

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. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. 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.

  36 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

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 Atlantic 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, 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.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   37

Notes to financial statements (cont’d)

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:

• Level 1 — quoted prices in active markets for identical investments

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

• 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.

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		—	$	798,728,419		—	$	798,728,419
Corporate Bonds & Notes		—		487,862,646		—		487,862,646
Non-U.S. Treasury Inflation Protected Securities		—		1,167,435		—		1,167,435
Purchased Options		—		509,431		—		509,431
Total Long-Term Investments		—		1,288,267,931		—		1,288,267,931
Short-Term Investments†:
Sovereign Bonds		—		28,724,679		—		28,724,679
Money Market Funds	$	2,044,380		—		—		2,044,380
Total Short-Term Investments		2,044,380		28,724,679		—		30,769,059
Total Investments	$	2,044,380	$	1,316,992,610		—	$	1,319,036,990
Other Financial Instruments:
Futures Contracts	$	1,154,097		—		—	$	1,154,097
Forward Foreign Currency Contracts		—	$	682,283		—		682,283
Total Other Financial Instruments	$	1,154,097	$	682,283		—	$	1,836,380
Total	$	3,198,477	$	1,317,674,893		—	$	1,320,873,370

  38 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

LIABILITIES
Description	Quoted Prices (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Other Financial Instruments:
Written Options		—	$	279,402		—	$	279,402
Forward Foreign Currency Contracts		—		2,824,755		—		2,824,755
Total		—	$	3,104,157		—	$	3,104,157

† See Schedule of Investments for additional detailed categorizations.

(b) Purchased options. When the Fund purchases an option, an amount equal to the premium paid by the Fund is recorded as an investment on the Statement of Assets and Liabilities, the value of which is marked-to-market to reflect the current market value of the option purchased. If the purchased option expires, the Fund realizes a loss equal to the amount of premium paid. When an instrument is purchased or sold through the exercise of an option, the related premium paid is added to the basis of the instrument acquired or deducted from the proceeds of the instrument sold. The risk associated with purchasing put and call options is limited to the premium paid.

(c) Written options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the premium received is recorded as a realized gain. When a written call option is exercised, the difference between the premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase the underlying security (in the case of an uncovered written call option), including brokerage commission, is recognized as a realized gain or loss. When a written put option is exercised, the amount of the premium received is subtracted from the cost of the security purchased by the Fund from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.

The risk in writing a covered call option is that the Fund may forego the opportunity of profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. The risk in writing an uncovered call option is that the Fund is exposed to the risk of loss if the market price of the underlying security increases. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   39

Notes to financial statements (cont’d)

(d) Futures contracts. The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the Fund is required to deposit cash or securities with a broker in an amount equal to a certain percentage of the contract amount. This is known as the ‘‘initial margin’’ and subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. The daily changes in contract value are recorded as unrealized gains or losses in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.

Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

(e) 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.

Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency.

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.

(f) Swap agreements. The Fund invests in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with other portfolio transactions. Swap agreements are privately negotiated in the over-the-counter market and may be entered into as a bilateral contract (“OTC Swaps”) or centrally cleared (“Centrally Cleared Swaps”). Unlike Centrally Cleared Swaps, the Fund has credit exposure to the counterparties of OTC Swaps.

  40 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

In a Centrally Cleared Swap, immediately following execution of the swap, the swap agreement is submitted to a clearinghouse or central counterparty (the “CCP”) and the CCP becomes the ultimate counterparty of the swap agreement. The Fund is required to interface with the CCP through a broker, acting in an agency capacity. All payments are settled with the CCP through the broker. Upon entering into a Centrally Cleared Swap, the Fund is required to deposit initial margin with the broker in the form of cash or securities.

Swap contracts are marked-to-market daily and changes in value are recorded as unrealized appreciation (depreciation). The daily change in valuation of Centrally Cleared Swaps, if any, is recorded as a receivable or payable for variation margin on the Statement of Assets and Liabilities. Gains or losses are realized upon termination of the swap agreement. Collateral, in the form of restricted cash or securities, may be required to be held in segregated accounts with the Fund’s custodian in compliance with the terms of the swap contracts. Securities posted as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is identified on the Statement of Assets and Liabilities. Risks may exceed amounts recorded in the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, and the possible lack of liquidity with respect to the swap agreements.

OTC swap payments received or made at the beginning of the measurement period are reflected as a premium or deposit, respectively, on the Statement of Assets and Liabilities. These upfront payments are amortized over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. Net periodic payments received or paid by the Fund are recognized as a realized gain or loss in the Statement of Operations.

The Fund’s maximum exposure in the event of a defined credit event on a credit default swap to sell protection is the notional amount. As of December 31, 2019, the Fund did not hold any credit default swaps to sell protection.

For average notional amounts of swaps held during the year ended December 31, 2019, see Note 4.

Credit default swaps

The Fund enters into credit default swap (“CDS”) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate or sovereign issuers, on a specified obligation, or in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising a credit index. The Fund may use a CDS to provide protection against defaults of the issuers (i.e., to reduce risk where the Fund has exposure to an issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   41

Notes to financial statements (cont’d)

receives an upfront payment or a stream of payments throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the maximum potential amount of future payments (undiscounted) that the Fund could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. These amounts of potential payments will be partially offset by any recovery of values from the respective referenced obligations. As a seller of protection, the Fund effectively adds leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.

Implied spreads are the theoretical prices a lender receives for credit default protection. When spreads rise, market perceived credit risk rises and when spreads fall, market perceived credit risk falls. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into the agreement. Wider credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. Credit spreads utilized in determining the period end market value of credit default swap agreements on corporate or sovereign issues are disclosed in the Schedule of Investments and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for credit derivatives. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values, particularly in relation to the notional amount of the contract as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.

The Fund’s maximum risk of loss from counterparty risk, as the protection buyer, is the fair value of the contract (this risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty). As the protection seller, the Fund’s maximum risk is the notional amount of the contract. Credit default swaps are considered to have credit risk-related contingent features since they require payment by the protection seller to the protection buyer upon the occurrence of a defined credit event.

Entering into a CDS agreement involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates.

(g) Reverse repurchase agreements. The Fund may enter into reverse repurchase agreements. Under the terms of a typical reverse repurchase agreement, a fund sells a security

  42 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

subject to an obligation to repurchase the security from the buyer at an agreed upon time and price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the agreement may be restricted pending a determination by the counterparty, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. In entering into reverse repurchase agreements, the Fund will maintain cash, U.S. government securities or other liquid debt obligations at least equal in value to its obligations with respect to reverse repurchase agreements or will take other actions permitted by law to cover its obligations. If the market value of the collateral declines during the period, the Fund may be required to post additional collateral to cover its obligation. Cash collateral that has been pledged to cover obligations of the Fund under reverse repurchase agreements, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral are noted in the Schedule of Investments. Interest payments made on reverse repurchase agreements are recognized as a component of “Interest expense” on the Statement of Operations. In periods of increased demand for the security, the Fund may receive a fee for use of the security by the counterparty, which may result in interest income to the Fund.

(h) Inflation-indexed bonds. Inflation-indexed bonds are fixed income securities whose principal value or interest rate is periodically adjusted according to the rate of inflation. As the index measuring inflation changes, the principal value or interest rate of inflation-indexed bonds will be adjusted accordingly. Inflation adjustments to the principal amount of inflation-indexed bonds are reflected as an increase or decrease to investment income on the Statement of Operations. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

(i) Cash flow information. The Fund invests in securities and distributes dividends from net investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statement of Changes in Net Assets and additional information on cash receipts and cash payments are presented in the Statement of Cash Flows.

(j) 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.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   43

Notes to financial statements (cont’d)

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 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.

(k) 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.

(l) 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.

(m) 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.

(n) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions,

  44 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

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 subadviser 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 subadviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

With exchange traded and centrally cleared derivatives, there is less counterparty risk to the Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default of the clearing broker or clearinghouse.

The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement, with certain of its derivative counterparties that govern over-the-counter derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event 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.

Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA 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.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse 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

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   45

Notes to financial statements (cont’d)

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.

As of December 31, 2019, the Fund held forward foreign currency contracts and OTC written options with credit related contingent features which had a liability position of $3,104,157. 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. As of December 31, 2019, the Fund had posted with its counterparties cash and/or securities as collateral to cover the net liability of these derivatives amounting to $1,870,000, which could be used to reduce the required payment.

(o) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. 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.

(p) 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 2019 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.

(q) 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.

  46 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

(r) 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.

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, 2019, 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. Realized gains upon disposition of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries. As of December 31, 2019, there were $152,139 of capital gains tax liabilities accrued on unrealized gains.

(s) 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 value per share. During the current year, the Fund had no reclassifications.

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

Under the investment management agreement, 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 used for leverage and any proceeds from the issuance of preferred stock.

LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. Western Asset Limited and Western Asset Singapore provide certain subadvisory services to the Fund relating to currency transactions and investments in non-U.S. dollar denominated debt securities. Western Asset Limited and Western Asset Singapore do not receive any compensation from the Fund and are compensated by Western Asset for their services to the Fund. For its services, LMPFA pays Western Asset monthly 70% of the net management fee it receives from

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   47

Notes to financial statements (cont’d)

the Fund. In turn, Western Asset pays Western Asset Limited and Western Asset Singapore a monthly subadvisory fee in an amount equal to 100% of the management fee paid to Western Asset on the assets that Western Asset allocates to each such non-U.S. subadviser to manage.

During periods in which the Fund utilizes financial leverage, the fees paid to LMPFA will be higher than if the Fund did not utilize leverage because the fees are calculated as a percentage of the Fund’s assets, including those investments purchased with leverage.

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, 2019, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

Purchases	$	366,803,111
Sales		382,141,554

At December 31, 2019, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

	Cost/Premiums Paid (Received)		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation (Depreciation)
Securities	$	1,276,686,208	$	112,390,346	$	(70,039,564)	$	42,350,782
Written options		(1,358,356)		1,078,954		—		1,078,954
Futures contracts		—		1,154,097		—		1,154,097
Forward foreign currency contracts		—		682,283		(2,824,755)		(2,142,472)

Transactions in reverse repurchase agreements for the Fund during the year ended December 31, 2019 were as follows:

Average Daily Balance*	Weighted Average Interest Rate*	Maximum Amount Outstanding
$92,974,057	2.659%	$114,376,781

* Averages based on the number of days that the Fund had reverse repurchase agreements outstanding.

Interest rates on reverse repurchase agreements ranged from 1.90% to 3.30% during the year ended December 31, 2019. Interest expense incurred on reverse repurchase agreements totaled $2,472,276.

  48 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

4. Derivative instruments 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, 2019.

ASSET DERIVATIVES1
	Interest Rate Risk		Foreign Exchange Risk		Total
Purchased options2		—	$	509,431	$	509,431
Futures contracts3	$	1,154,097		—		1,154,097
Forward foreign currency contracts		—		682,283		682,283
Total	$	1,154,097	$	1,191,714	$	2,345,811

LIABILITY DERIVATIVES1
	Foreign Exchange Risk
Written options	$	279,402
Forward foreign currency contracts		2,824,755
Total	$	3,104,157

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).

²  Market value of purchased options is reported in Investments at value in the Statement of Assets and Liabilities.

³ Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only variation margin is reported within the receivables and/or payables on the Statement of Assets and Liabilities.

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, 2019. 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
	Interest Rate Risk		Foreign Exchange Risk		Credit Risk		Total
Purchased options1		—	$	(1,509,480)		—	$	(1,509,480)
Written options		—		1,726,797		—		1,726,797
Futures contracts	$	(11,358,639)		—		—		(11,358,639)
Swap contracts		—		—	$	(757,404)		(757,404)
Forward foreign currency contracts		—		(4,593,902)		—		(4,593,902)
Total	$	(11,358,639)	$	(4,376,585)	$	(757,404)	$	(16,492,628)

¹   Net realized gain (loss) from purchased options is reported in net realized gain (loss) from investment transactions in the Statement of Operations.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   49

Notes to financial statements (cont’d)

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
	Interest Rate Risk		Foreign Exchange Risk		Credit Risk		Total
Purchased options1		—	$	(1,190,023)		—	$	(1,190,023)
Written options		—		808,442		—		808,442
Futures contracts	$	5,256,516		—		—		5,256,516
Swap contracts		—		—	$	288,524		288,524
Forward foreign currency contracts		—		(1,994,502)		—		(1,994,502)
Total	$	5,256,516	$	(2,376,083)	$	288,524	$	3,168,957

¹  The change in unrealized appreciation (depreciation) from purchased options is reported in the change in net unrealized appreciation (depreciation) from investments in the Statement of Operations.

During the year ended December 31, 2019, the volume of derivative activity for the Fund was as follows:

	Average Market Value
Purchased options	$	817,952
Written options		817,792
Futures contracts (to sell)		148,853,505
Forward foreign currency contracts (to buy)		24,879,986
Forward foreign currency contracts (to sell)		106,591,224
	Average Notional Balance
Credit default swap contracts (to buy protection)†	$	17,230,769

† At December 31, 2019, there were no open positions held in this derivative.

The following table presents the Fund’s OTC derivative assets and liabilities by counterparty net of amounts available for offset under an ISDA Master Agreement and net of the related collateral pledged (received) by the Fund as of December 31, 2019.

Counterparty	Gross Assets Subject to Master Agreements1		Gross Liabilities Subject to Master Agreements1		Net Assets (Liabilities) Subject to Master Agreements		Collateral Pledged (Received)2,3		Net Amount4,5
Bank of America N.A.	$	260,917	$	(540,451)	$	(279,534)	$	290,000	$	10,466
Barclays Bank PLC		578,059		(1,046,611)		(468,552)		430,000		(38,552)
BNP Paribas SA		—		(17,169)		(17,169)		—		(17,169)
Citibank N.A.		—		(41,076)		(41,076)		—		(41,076)
JPMorgan Chase & Co.		352,738		(1,458,850)		(1,106,112)		1,150,000		43,888
Total	$	1,191,714	$	(3,104,157)	$	(1,912,443)	$	1,870,000	$	(42,443)

  50 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

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.

² Gross amounts are not offset in the Statement of Assets and Liabilities.

³ In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization.

⁴ Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

⁵ Represents the net amount receivable (payable) from (to) the counterparty in the event of default.

5. Loan

The Fund has a revolving credit agreement with Pershing LLC, which permits the Fund to borrow up to $395,000,000, subject to approval by Pershing LLC, and renews daily for a 180-day term unless notice to the contrary is given to the Fund. 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 behalf of Pershing LLC. The Fund’s credit agreement contains customary covenants that, among other things, may limit the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those required by the 1940 Act. In addition, the credit agreement may be subject to early termination under certain conditions and may contain other provisions that could limit the Fund’s ability to utilize borrowing under the agreement. Interest expense related to the loan for the year ended December 31, 2019 was $8,739,148. For the year ended December 31, 2019, the Fund did not incur any commitment fee. At December 31, 2019, the Fund had $295,000,000 of borrowings outstanding per this credit agreement. For the year ended December 31, 2019, the average daily loan balance was $295,000,000 and weighted average interest rate was 2.96%.

6. Distributions subsequent to December 31, 2019

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

Record Date	Payable Date		Amount
1/24/2020		2/3/2020	$	0.1000
2/21/2020		3/2/2020	$	0.1000
3/24/2020		4/1/2020	$	0.1000
4/23/2020		5/1/2020	$	0.1000
5/21/2020		6/1/2020	$	0.1000

7. Stock repurchase program

On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   51

Notes to financial statements (cont’d)

asset value. The Board has directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the year ended December 31, 2019, the Fund did not repurchase any shares.

8. Income tax information and distributions to shareholders

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

	2019		2018
Distributions paid from:
Ordinary income	$	62,098,963	$	65,093,198
Tax return of capital		10,796,252		7,802,017
Total distributions paid	$	72,895,215	$	72,895,215

As of December 31, 2019, the components of distributable earnings (loss) on a tax basis were as follows:

Deferred capital losses*	$	(178,526,173)
Other book/tax temporary differences(a)		(5,151,678)
Unrealized appreciation (depreciation)(b)		41,926,198
Total distributable earnings (loss) — net	$	(141,751,653)

* 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 will be available to offset future taxable capital gains.

^(a)  Other book/tax temporary differences are attributable to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains (losses) on certain futures and foreign currency and swap contracts, the deferral of certain late year losses for tax purposes, book/tax differences in the accrual of interest income on securities in default 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 to the tax deferral of losses on wash sales and the difference between book and tax amortization methods for premiums on fixed income securities.

9. Recent accounting pronouncement

The Fund has adopted the disclosure provisions of the Financial Accounting Standards Board Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820) — Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, management has elected to early adopt ASU 2018-13. The impact of the Fund’s adoption was limited to changes in the Fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.

  52 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

10. Subsequent event

On February 18, 2020, Franklin Resources, Inc. (“Franklin Resources”) and Legg Mason, Inc. (“Legg Mason”) announced that they have entered into a definitive agreement for Franklin Resources to acquire Legg Mason in an all-cash transaction. As part of this transaction, the Fund’s investment adviser (the “Manager”), currently an indirect wholly owned subsidiary of Legg Mason, would become an indirect wholly owned subsidiary of Franklin Resources. The transaction is subject to approval by Legg Mason’s shareholders and customary closing conditions, including receipt of applicable regulatory approvals. Subject to such approvals and the satisfaction of the other conditions, the transaction is expected to be consummated later this year.

Under the Investment Company Act of 1940, consummation of the transaction will result in the automatic termination of the Fund’s investment management contract with the Manager, and any related sub-advisory contract(s), where applicable. Therefore, the Fund’s Board is expected to be asked to approve a new investment management contract between the Fund and the Manager (and a new sub-advisory contract(s), if applicable). If approved by the Board, the new investment management contract (and the new sub-advisory contract(s), if applicable) is expected to be presented to the shareholders of the Fund for their approval.

Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report   53

Report of independent registered public accounting firm

To the Board of Directors and Shareholders of Western Asset Emerging Markets Debt Fund Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Emerging Markets Debt Fund Inc. (the “Fund”) as of December 31, 2019, the related statements of operations and cash flows for the year ended December 31, 2019, the statement of changes in net assets for each of the two years in the period ended December 31, 2019, including the related notes, and the financial highlights for each of the three years in the period ended December 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2019, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2019 and the financial highlights for each of the three years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2016 and the financial highlights for each of the periods ended on or prior to December 31, 2016 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated February 17, 2017 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

February 24, 2020

We have served as the auditor of one or more investment companies in Legg Mason investment company group since at least 1973. We have not been able to determine the specific year we began serving as auditor.

  54 Western Asset Emerging Markets Debt Fund Inc. 2019 Annual Report

Board approval of management and

subadvisory 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 who 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, LLC (“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, 2019, 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 period. To assist in its consideration of the renewal of each 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 purview (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 the Board’s evaluation of each 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 Boards of the Fund and other Legg Mason Closed-end Funds with respect to the services provided to the Fund by the Manager and the Sub-Advisers.

At a meeting held by conference call on October 10, 2019, the Independent Directors in preparation for the Contract Renewal Meeting met in a private session with their independent legal counsel to review the Contract Renewal Information concerning the Legg Mason

Western Asset Emerging Markets Debt Fund Inc.   55

Board approval of management and

subadvisory agreements (unaudited) (cont’d)

Closed-end Funds, including the Fund, received to date. No representatives of the Manager or the Sub-Advisers participated in this meeting. The discussion below reflects all of these reviews.

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.

Board Approval of Management Agreement and Sub-Advisory Agreements

In its deliberations regarding the renewal of each of the Management Agreement and the Sub-Advisory Agreements, the Board, including the Independent Directors, considered various factors, including those described 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 reviewed 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 other fund service providers 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

  56 Western Asset Emerging Markets Debt Fund Inc.

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. Pursuant to this provision of the Western Asset Sub-Advisory Agreement, each Non-U.S. Sub-Adviser helps Western Asset to provide certain portfolio management 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 stockholders, in pursuing their investment goals and objectives, likely purchased their shares of the Fund 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.

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 information regarding Fund performance, including information and analyses (the “Broadridge Performance Information”) for the Fund, as well as for a group of comparable funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data. The Board was provided with a description of the methodology Broadridge used to determine the similarity of the Fund with the funds included in the Performance Universe. The Performance Universe included the Fund and all leveraged emerging markets hard currency debt closed-end funds, as classified by Broadridge, regardless of asset size. The Performance Universe consisted of five funds, including the Fund, for the 1-year period ended June 30, 2019 and four funds, including the Fund, for each of the 3- and 5-year periods ended on such date. 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 Broadridge.

The Broadridge 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 among the funds in the Performance Universe, the Fund’s performance was ranked first (first being best in these performance rankings) for each of the 1-, 3-, and 5-year periods ended

Western Asset Emerging Markets Debt Fund Inc.   57

Board approval of management and

subadvisory agreements (unaudited) (cont’d)

June 30, 2019. The Fund’s performance was above the median performance for the Performance Universe for each of the 1-, 3-, and 5-year periods ended June 30, 2019. The Manager noted that the small number of funds and the widely varying strategies employed by the Performance Universe 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 the Fund’s performance relative to its benchmark. On a net asset value basis, the Fund outperformed its benchmark for the 1-year period ended June 30, 2019 but underperformed its benchmark for each of the 3- and 5-year periods ended on such date.

Based on the reviews and discussions of Fund performance and considering other relevant factors, including those noted above, the Board concluded, under the circumstances, that continuation of the Management Agreement and the Sub-Advisory Agreements for an additional one-year period would be consistent with the interests of the Fund and its stockholders.

Management and Sub-Advisory 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 by the Manager and Western Asset, as applicable, to the Sub-Advisers under the Sub-Advisory Agreements in view 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 Sub-Advisory Fee payable to Western Asset under the Western Asset Sub-Advisory Agreement is 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 stockholders. Similarly, the Board noted that the Sub-Advisory Fee payable to each of the Non-U.S. Sub-Advisers under its Sub-Advisory Agreement with Western Asset is 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 stockholders.

Additionally, the Board received and considered information and analyses prepared by Broadridge (the “Broadridge 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 Broadridge. The comparison was based upon the constituent funds’ latest fiscal years. The Expense Universe consisted of the Fund and four other leveraged emerging markets hard currency debt closed-end funds, as classified by Broadridge. The five funds in the Expense Universe had average net common share assets ranging from $129.3 million to the Fund’s $965.8 million.

The Broadridge 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

  58 Western Asset Emerging Markets Debt Fund Inc.

each of the Fund’s expense components — the Management Fee on a contractual basis; the Fund’s 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) compared on the basis of common share assets only; the Fund’s actual Management Fee compared on the basis of common share and leveraged assets; the Fund’s actual total expenses compared on the basis of common share assets only; and the Fund’s actual total expenses compared on the basis of common share and leveraged assets — ranked first among the Funds in the Expense Universe. First is lowest and therefore best in these expense component comparisons. Each of the Fund’s foregoing expense components also was lower than the Expense Universe median for that expense component. The Manager noted that the small number and varying sizes of funds in the Expense Universe made meaningful expense 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 generally attributed the fee differential to differences in the 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 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 Contract Renewal Information noted that the Legg Mason Closed-end Funds typically incur expenses that usually are not incurred by the Legg Mason Open-end Funds, such as those related to the annual stockholder meeting, compliance with securities exchange listing requirements and the management and monitoring of leverage. The Board considered the fee comparisons in view 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 view of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and

Western Asset Emerging Markets Debt Fund Inc.   59

Board approval of management and

subadvisory agreements (unaudited) (cont’d)

the Sub-Advisers to the Fund under the Management Agreement and the Sub-Advisory Agreements, respectively.

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, 2018 and March 31, 2019. 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 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 Fee is paid by the Manager, not the Fund, and the Sub-Advisory Fees for the Non-U.S. Sub-Advisers are paid by Western Asset, not the Fund. The profitability analysis presented to the Board as part of the Contract Renewal Information indicated that the pre-tax profitability of the Fund to the Manager had decreased in fiscal year 2019 from the level in fiscal year 2018 and remained at a level that the Board did not consider to be excessive in view of judicial guidance and the nature, extent and overall quality of the investment advisory and other services provided to the Fund.

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 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 the 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 view of all of the foregoing and other relevant factors, the Board determined, under the circumstances, that continuation of the Management Agreement and the Sub-Advisory Agreements would be consistent with the interests of the Fund and its stockholders and unanimously voted to continue each Agreement for an additional one-year period. No single

  60 Western Asset Emerging Markets Debt Fund Inc.

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 may have 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 its consideration of the 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 legal 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.   61

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 Jane Trust, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Directors and officers of the Fund is set forth below.

The Fund’s annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at 1-888-777-0102.

Independent Directors†
Robert D. Agdern
Year of birth	1950
Position(s) held with Fund1	Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison, Class III
Term of office1 and length of time served	Since 2015
Principal occupation(s) during the past five years	Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged with British Petroleum in 1998 forming BP PLC)
Number of portfolios in fund complex overseen by Director (including the Fund)	24
Other board memberships held by Director during the past five years	None
Carol L. Colman
Year of birth	1946
Position(s) held with Fund1	Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee, Class I
Term of office1 and length of time served	Since 2003
Principal occupation(s) during the past five years	President, Colman Consulting Company (consulting)
Number of portfolios in fund complex overseen by Director (including the Fund)	24
Other board memberships held by Director during the past five years	None

  62 Western Asset Emerging Markets Debt Fund Inc.

Independent Directors† (cont’d)
Daniel P. Cronin
Year of birth	1946
Position(s) held with Fund1	Director and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee, Class I
Term of office1 and length of time served	Since 2003
Principal occupation(s) during the 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)	24
Other board memberships held by Director during the past five years	None
Paolo M. Cucchi
Year of birth	1941
Position(s) held with Fund1	Director and Member of Nominating, Audit, and Pricing and Valuation Committees, and Chair of Compensation Committee, Class I
Term of office1 and length of time served	Since 2007
Principal occupation(s) during the past five years	Emeritus Professor of French and Italian (since 2014) and formerly, Vice President and Dean of The College of Liberal Arts (1984 to 2009) and Professor of French and Italian (2009 to 2014) at Drew University
Number of portfolios in fund complex overseen by Director (including the Fund)	24
Other board memberships held by Director during the past five years	None
William R. Hutchinson
Year of birth	1942
Position(s) held with Fund1	Lead Independent Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
Term of office1 and length of time served	Since 2003
Principal occupation(s) during the past five years	President, W.R. Hutchinson & Associates Inc. (consulting) (since 2001)
Number of portfolios in fund complex overseen by Director (including the Fund)	24
Other board memberships held by Director during the 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.   63

Additional information (unaudited) (cont’d)

Information about Directors and Officers

Independent Directors† (cont’d)
Eileen A. Kamerick
Year of birth	1958
Position(s) held with Fund1	Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of Audit Committee, Class III
Term of office1 and length of time served	Since 2013
Principal occupation(s) during the past five years	National Association of Corporate Directors Board Leadership Fellow (since 2016) and financial expert; Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, Washington University in St. Louis and University of Iowa law schools (since 2007); formerly, Senior Advisor to the Chief Executive Officer and Executive Vice President and Chief Financial Officer of ConnectWise, Inc. (software and services company) (2015 to 2016); Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012)
Number of portfolios in fund complex overseen by Director (including the Fund)	24
Other board memberships held by Director during the past five years	Trustee of AIG Funds and Anchor Series Trust (since 2018); Hochschild Mining plc (precious metals company) (since 2016); Director of Associated Banc-Corp (financial services company) (since 2007); Westell Technologies, Inc. (technology company) (2003 to 2016)
Nisha Kumar
Year of birth	1970
Position(s) held with Fund1	Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
Term of office1 and length of time served	Since 2019
Principal occupation(s) during the past five years	Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (since 2011); formerly, Chief Financial Officer and Chief Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009), Member of the Council of Foreign Relations
Number of portfolios in fund complex overseen by Director (including the Fund)	24
Other board memberships held by Director during the past five years	Director of the India Fund, Inc. (since 2016); GB Flow Investment LLC; EDAC Technologies Corp.; Nordco Holdings, LLC; and SEKO Global Logistics Network, LLC; formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); Director of The Asia Tigers Fund, Inc. (2016 to 2018)

  64 Western Asset Emerging Markets Debt Fund Inc.

Interested Director and Officer
Jane Trust, CFA2
Year of birth	1962
Position(s) held with Fund1	Director, Chairman, President and Chief Executive Officer, Class II
Term of office1 and length of time served	Since 2015
Principal occupation(s) during the past five years	Senior Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2018); Managing Director of Legg Mason & Co. (2016 to 2018); Officer and/or Trustee/Director of 145 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Vice President of LMPFA (2015); Director of ClearBridge, LLC (formerly, Legg Mason Capital Management, LLC) (2007 to 2014); Managing Director of Legg Mason Investment Counsel & Trust Co. (2000 to 2007)
Number of portfolios in fund complex overseen by Director (including the Fund)	142
Other board memberships held by Director during the past five years	None
Additional Officers
Todd F. Kuehl Legg Mason 100 International Drive, 9th Floor, Baltimore, MD 21202
Year of birth	1969
Position(s) held with Fund1	Chief Compliance Officer
Term of office1 and length of time served	Since 2017
Principal occupation(s) during the past five years	Managing Director of Legg Mason & Co. (since 2011); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2010); formerly, Branch Chief, Division of Investment Management, U.S. Securities and Exchange Commission (2002 to 2006)
Jenna Bailey Legg Mason 100 First Stamford Place, 5th Floor, Stamford, CT 06902
Year of birth	1978
Position(s) held with Fund1	Identity Theft Prevention Officer
Term of office1 and length of time served	Since 2015
Principal occupation(s) during the past five years	Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2015); Compliance Officer of Legg Mason & Co. (since 2013); Assistant Vice President of Legg Mason & Co. (since 2011); formerly, Associate Compliance Officer of Legg Mason & Co. (2011 to 2013)

Western Asset Emerging Markets Debt Fund Inc.   65

Additional information (unaudited) (cont’d)

Information about Directors and Officers

Additional Officers (cont’d)
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 the past five years	Vice President and Deputy General Counsel of Legg Mason, Inc. (since 2006); Managing Director and General Counsel — U.S. 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)
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 the 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 LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers)
Christopher Berarducci* Legg Mason 620 Eighth Avenue, 49th Floor, New York, NY 10018
Year of birth	1974
Position(s) held with Fund1	Treasurer and Principal Financial Officer
Term of office1 and length of time served	Since 2019
Principal occupation(s) during the past five years	Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain mutual funds associated with Legg Mason & Co. or its affiliates; Director of Legg Mason & Co. (since 2015); formerly, Vice President of Legg Mason & Co. (2011 to 2015); Assistant Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010)

  66 Western Asset Emerging Markets Debt Fund Inc.

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 the 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); President and Chief Executive Officer of LMAS and LMFAM (since 2015); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); formerly, Senior Vice President of LMFAM (2013 to 2015)

† Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).

* Effective September 27, 2019, Mr. Berarducci became Treasurer and Principal Financial Officer.

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 2021, year 2022 and year 2020, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year, to hold office until their successors are duly elected and qualified.

²  Ms. Trust is an “interested person” of the Fund as defined in the 1940 Act because Ms. Trust is an officer of LMPFA and certain of its affiliates.

Western Asset Emerging Markets Debt Fund Inc.   67

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.

  68 Western Asset Emerging Markets Debt Fund Inc.

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.

Western Asset Emerging Markets Debt Fund Inc.   69

Dividend reinvestment plan (unaudited)

Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends and return of capital distributions, on your Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stockholders (the “Plan Agent”), in additional shares of Common Stock under the Fund’s 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 Computershare Trust Company, N.A., as dividend paying agent.

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

(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.

(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment 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 Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.

Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date;

  70 Western Asset Emerging Markets Debt Fund Inc.

otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Stock.

Plan participants who sell their shares will be charged a service charge (currently $5.00 per transaction) and the Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for reinvestment of your dividends or distributions in Common Stock. 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 dividends and distributions will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.

Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.

The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf. Additional information about the Plan and your account may be obtained from the Plan Agent at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151.

Western Asset Emerging Markets Debt Fund Inc.   71

Important tax information (unaudited)

The following information is provided with respect to the distributions paid during the taxable year ended December 31, 2019:

Record date:	Monthly
Payable date:	January 2019 through December 2019
Tax Return of Capital	14.81%

  72 Western Asset Emerging Markets Debt Fund Inc.

Western Asset

Emerging Markets Debt Fund Inc.

Directors

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

William R. Hutchinson

Eileen A. Kamerick

Nisha Kumar

Jane Trust

Chairman

Officers

Jane Trust

President and Chief Executive Officer

Christopher Berarducci*

Treasurer and Principal Financial Officer

Todd F. Kuehl

Chief Compliance Officer

Jenna Bailey

Identity Theft Prevention Officer

Robert I. Frenkel

Secretary and Chief Legal Officer

Thomas C. Mandia

Assistant Secretary

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, LLC

Western Asset Management Company Limited

Western Asset Management Company Pte. Ltd.

Custodian

The Bank of New York Mellon

Transfer agent

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

Legal counsel

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

New York Stock Exchange Symbol

EMD

   * Effective September 27, 2019, Mr. Berarducci became Treasurer and Principal Financial Officer.

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. 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:

• Personal information included on applications or other forms;

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

• Bank account information, legal documents, and identity verification documentation;

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

• 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:

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

• 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 statistical analysis, market research and marketing services solely for the Funds;

• Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’ employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

• The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

• 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, including those outside the United States, 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 nonpublic 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, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, 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 Funds at 1-888-777-0102.

Revised April 2018

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 stock.

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 as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT available on the SEC’s website at www.sec.gov. To obtain information on Forms N-PORT, shareholders can call the Fund at 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 related to portfolio transactions are available (1) without charge, upon request, by calling 1-888-777-0102, (2) 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 of shares of the Fund or any securities mentioned in this report.

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

WAS0020 2/20 SR20-3826

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 Eileen A. Kamerick, a member 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 that she is independent for purposes of this item.
ITEM 4.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.
	(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending December 31, 2018 and December 31, 2019 (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 $124,778 in December 31, 2018 and $64,889 in December 31, 2019.
	(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in December 31, 2018 and $0 in December 31, 2019.
	(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 $0 in December 31, 2018 and $0 in December 31, 2019. 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. The aggregate fees for 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 for the Western Asset Emerging Markets Debt Fund Inc. were $3,000 in December 31, 2018 and $0 in December 31, 2019.
	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, 2018 and December 31, 2019; Tax Fees were 100% and 100% for December 31, 2018 and December 31, 2019; and Other Fees were 100% and 100% for December 31, 2018 and December 31, 2019.

(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 $678,000 in December 31, 2018 and $938,841 in December 31, 2019.

	(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:
	Robert D. Agdern Carol L. Colman Daniel P. Cronin Paolo M. Cucchi William R. Hutchinson Eileen A. Kamerick Nisha Kumar *
*  Effective January 1, 2019, Ms. Kumar became a Director and Audit Committee member.
	b) Not applicable
ITEM 6.	SCHEDULE OF INVESTMENTS.
	Included herein under Item 1.
ITEM 7.	DISCLOSURE OF PROXY VOTING POLOCIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Western Asset Management Company, LLC

Proxy Voting Policies and Procedures

BACKGROUND

An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established 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.

POLICY

As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has 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”). 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.

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 the Firm’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 the Firm deems appropriate).

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 (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

PROCEDURE

Responsibility and Oversight

The Western Asset Legal and Compliance Department (“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:

1. Proxies are reviewed to determine accounts impacted.

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

3. 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.)

4. 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.

5. 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 the 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.

6. 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

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. 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 (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 or an officer or director of Western 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:

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

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

c. 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.

Western Asset Management Company Limited

Proxy Voting and Corporate Actions Policy

NOTE: Below policy relating to Proxy Voting and Corporate Actions is a global policy for all Western Asset affiliates. As compliance with the Policy is monitored by Western Asset Pasadena affiliate, the Policy has been adopted from US Compliance Manual and therefore all defined terms are those defined in the US Compliance Manual rather than UK Compliance Manual.

As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has 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”). 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.

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 the Firm’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 the Firm deems appropriate).

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 (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

RESPONSIBILITY AND OVERSIGHT

The Western Asset Legal and Compliance Department (“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:

• Proxies are reviewed to determine accounts impacted.

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

• 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.)

• 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.

• 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.

• 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 copy of Western Asset’s policies and procedures.

• Copies of proxy statements received regarding client securities.

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

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

• A proxy log including:

• Issuer name;

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

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

• A brief identification of the matter voted on;

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

• Whether a vote was cast on the matter;

• A record of how the vote was cast; and

• 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

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. 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.

CONFLICT 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:

• Whether Western (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;

• Whether Western or an officer or director of Western 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

• 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.

BOARD APPROVAL 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:

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:

• 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.

• 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.

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

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

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:

• 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.

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

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

• 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.

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.

• Western Asset votes for proposals relating to the authorization of additional common stock;

• Western Asset votes for proposals to effect stock splits (excluding reverse stock splits);

• Western Asset votes for proposals authorizing share repurchase programs;

• Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions;

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

Matters relating to Anti-Takeover Measures – Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

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

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

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.

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

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

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:

• Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans;

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

• 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.

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.

• 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;

• 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.

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.

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

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

• 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;

• 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.

CORPORATE ACTIONS

Western Asset must pay strict attention to any corporate actions that are taken with respect to issuers whose securities are held in client accounts. For example, Western Asset must review any tender offers, rights offerings, etc., made in connection with securities owned by clients. Western Asset must also act in a timely manner and in the best interest of each client with respect to any such corporate actions.

Western Asset Management Company Ltd (“WAMJ”) Proxy Voting Policies and Procedures

POLICY

As a fixed income only manager, the occasion to vote proxies for WAMJ is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of 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 the Firm’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 the Firm deems appropriate).

In exercising its voting authority, WAMJ will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

PROCEDURE

Responsibility and Oversight

The WAMJ Legal and Compliance Department (“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 Operations (“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, WAMJ 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 WAMJ 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 WAMJ 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 WAMJ 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 WAMJ 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), WAMJ 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, WAMJ 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

WAMJ 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

WAMJ maintains records of proxies. These records include:

a. A copy of WAMJ’s policies and procedures.

b. Copies of proxy statements received regarding client securities.

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

d. Each written client request for proxy voting records and WAMJ’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 WAMJ’s offices.

Disclosure

WAMJ’s proxy policies are described in the firm’s Part 2A of Form ADV. 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 (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 or an officer or director of Western 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

WAMJ’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.

1b. 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, WAMJ 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

WAMJ 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

WAMJ 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, WAMJ votes for stock option plans that will result in a minimal annual dilution.

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

c. WAMJ 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, WAMJ 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, WAMJ votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where WAMJ is otherwise withholding votes for the entire board of directors.

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

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

c. WAMJ votes for proposals authorizing share repurchase programs.

4. Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions WAMJ votes these issues on a case-by-case basis on board-approved transactions.

5. Matters relating to Anti-Takeover Measures

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

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

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

6. Other Business Matters

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

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

2b. 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. WAMJ votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

a. WAMJ votes for shareholder proposals to require shareholder approval of shareholder rights plans.

b. WAMJ votes for shareholder proposals that are consistent with WAMJ’s proxy voting guidelines for board-approved proposals.

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

3b. Voting Shares of Investment Companies

WAMJ 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.

• WAMJ 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.

• WAMJ 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.

4b. Voting Shares of Foreign Issuers

In the event WAMJ 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. WAMJ votes for shareholder proposals calling for a majority of the directors to be independent of management.

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

3. WAMJ 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.

WAMJ 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.

Western Asset Management Company Pte. Ltd. (“WAMS”)

Compliance Policies and Procedures

Proxy Voting

WAMS has 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 the applicable laws and regulations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts.

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 the Firm’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 the Firm deems appropriate).

In exercising its voting authority, WAMS will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

Procedure

Responsibility and Oversight

The Western Asset 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:

1. Proxies are reviewed to determine accounts impacted.

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

3. 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.]

4. If a material conflict of interest exists, (4.1) 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 (4.2) 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.

5. 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.

6. Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (4) or (5) 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 copy of Western Asset’s policies and procedures.

• Copies of proxy statements received regarding client securities.

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

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

• A proxy log including:

• Issuer name;

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

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

• A brief identification of the matter voted on;

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

• Whether a vote was cast on the matter;

• A record of how the vote was cast; and

• 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

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. 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:

• Whether Western (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;

• Whether Western or an officer or director of Western 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

• 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 the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part 1 deals with proposals which have been approved and are recommended by a company’s board of directors; Part 2 deals with proposals submitted by shareholders for inclusion in proxy statements; Part 3 addresses issues relating to voting shares of investment companies; and Part 4 addresses unique considerations pertaining to foreign issuers

Part 1 - 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:

• 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:

• 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.

• 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.

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

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

• 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:

• 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.

• Western Asset votes against stock option plans or proposals that permit replacing or re-pricing of underwater options.

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

• 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.

• 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.

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

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

• Western Asset votes for proposals authorizing share repurchase programs.

• Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions. Western Asset votes these issues on a case-by-case basis on board-approved transactions.

• Matters relating to Anti-Takeover Measures. Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

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

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

• 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.

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

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

Part 2 - 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:

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

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

• 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.

Part 3 – 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 1 and 2 above are voted in accordance with those guidelines.

• 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.

• 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.

Part 4 – 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.

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

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

• 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.

• 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 pre-emptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have pre-emptive 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: (1) the right to vote proxies has been reserved to a named fiduciary of the client, and (2) 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 and since 2014; Senior Advisor/Chief Investment Officer Emeritus of Western Asset from 2008-2013; Co- Chief Investment Officer of Western Asset from 2013-2014.
Mark Hughes Western Asset 385 East Colorado Blvd. Pasadena, CA 91101	Since 2018	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 2009.
Chia-Liang Lian Western Asset 385 East Colorado Blvd. Pasadena, CA 91101	Since 2015	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. Lian spent approximately six years with the Pacific Investment Management Company (PIMCO), where he served as Head of Emerging Asia Portfolio Management.
Kevin J. Ritter Western Asset 385 East Colorado Blvd. Pasadena, CA 91101	Since 2015	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 for at least the past five years.

(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, 2019.

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
S. Kenneth Leech‡	Other Registered Investment Companies	94	$149.4 billion	None	None
	Other Pooled Vehicles	227	$81.0 billion	11	$2.2 billion
	Other Accounts	627	$228.8 billion	21	$12.1 billion
Kevin J. Ritter‡	Other Registered Investment Companies	3	$650 million	None	None
	Other Pooled Vehicles	10	$2.1 billion	None	None
	Other Accounts	30	$3.4 billion	None	None
Mark Hughes‡	Other Registered Investment Companies	1	$419 million	None	None
	Other Pooled Vehicles	9	$2.1 billion	None	None
	Other Accounts	30	$3.4 billion	None	None
Chia-Liang Lian‡	Other Registered Investment Companies	12	$6.0 billion	None	None
	Other Pooled Vehicles	33	$6.9 billion	4	$538 million
	Other Accounts	55	$6.8 billion	1	$371 million

‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Mr. Leech 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

The subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.

It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive

to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the subadviser or an affiliate has an interest in the account. The subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions, the subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.

The subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.

Employees of the subadviser have access to transactions and holdings information regarding client accounts and the subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the Investment Company Act of 1940, as amended, and Rule 204A-1 under the Investment Advisers Act of 1940, to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the subadviser’s compliance monitoring program.

The subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.

(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, 2019.

Portfolio Manager(s)	Dollar Range of Portfolio Securities Beneficially Owned
S. Kenneth Leech	C
Kevin J. Ritter	A
Mark Hughes	E
Chia-Liang Lian	E

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.	DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
	Not applicable.
ITEM 13.	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/ Jane Trust
	Jane Trust
	Chief Executive Officer
Date:	March 2, 2020

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/ Jane Trust
	Jane Trust
	Chief Executive Officer
Date:	March 2, 2020
By:	/s/ Christopher Berarducci
	Christopher Berarducci
	Principal Financial Officer
Date:	March 2, 2020