Certified Annual Shareholder Report for Management Investment Companies (n-csr)

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, 47th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

George P. Hoyt

Franklin Templeton

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-888-777-0102

Date of fiscal year end: December 31

Date of reporting period: December 31, 2022

ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.

LOGO


Annual Report		December 31, 2022

WESTERN ASSET

EMERGING MARKETS DEBT FUND INC. (EMD)

LOGO

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

Managed Distribution Policy: The Fund’s Board of Directors (the “Board”) has authorized a managed distribution plan pursuant to which the Fund makes monthly distributions to shareholders at a fixed rate of $0.0800 per common share, which rate may be adjusted from time to time by the Fund’s Board (the “Plan”). The Plan is intended to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month. The Fund is managed with a goal of generating as much of the distribution as possible from net ordinary income and short-term capital gains that is consistent with the Fund’s investment strategy and risk profile. To the extent that sufficient distributable income is not available on a monthly basis, the Fund will distribute long-term capital gains and/or return of capital in order to maintain its managed distribution rate. A return of capital may occur, for example, when some or all of the money that was invested in the Fund is paid back to shareholders. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income”. Even though the Fund may realize current year capital gains, such gains may be offset, in whole or in part, by the Fund’s capital loss carryovers from prior years.

The Board may amend the terms of the Plan or terminate the Plan at any time without prior notice to the Fund’s shareholders, however, at this time there are no reasonably foreseeable circumstances that might cause the termination of the Plan. The amendment or termination of the Plan could have an adverse effect on the market price of the Fund’s common shares. The Plan is subject to the periodic review by the Board to determine if an adjustment should be made.

Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of the current distribution or from the terms of the Fund’s Plan. The Fund will send a Form 1099-DIV to shareholders for the calendar year that will describe how to report the Fund’s distributions for federal income tax purposes.


What’s inside
Letter from the chairman			III
Fund overview			1
Fund at a glance			7
Fund performance			8
Schedule of investments			10
Statement of assets and liabilities			30
Statement of operations			31
Statements of changes in net assets			32
Statement of cash flows			33
Financial highlights			35
Notes to financial statements			37
Report of independent registered public accounting firm			57
Additional shareholder information			58
Additional information			59
Annual chief executive officer and principal financial officer certifications			65
Other shareholder communications regarding accounting matters			66
Summary of information regarding the Fund			67
Dividend reinvestment plan			80
Important tax information			82

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.


Western Asset Emerging Markets Debt Fund Inc.		II

Letter from the chairman

LOGO

Dear Shareholder,

We are pleased to provide the annual report of Western Asset Emerging Markets Debt Fund Inc. for the twelve-month reporting period ended December 31, 2022. 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.franklintempleton.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,

LOGO

Jane Trust, CFA

Chairman, President and Chief Executive Officer

January 31, 2023


III		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. During the year 2022, bond yields soared and risk assets weakened as the Federal Reserve Board (the “Fed”) and other central banks aggressively hiked interest rates to address rising global inflation pressures. Geopolitical risks came to the forefront with Russia’s invasion of Ukraine on February 24, 2022. The imposition of financial and economic sanctions, including the freezing of the Russian central bank’s external reserve assets, pushed oil prices past $100/barrel and renewed concerns over global growth as much of the world was still recovering from economic disruptions brought on by COVID-19 variants in late 2021. As a result, Russian assets sold-off severely and many securities became less liquid. The exclusion of Russian securities, while being marked to zero from major indices, led to a one-off adjustment for the month of March 2022, giving managers with Russian securities in their respective benchmarks a relative performance lift.

Factors including elevated COVID-19 cases, lockdowns in the second quarter of the reporting period, and the ongoing property downturn caused the International Monetary Fund (“IMF”) to downgrade China’s 2022 growth to 4.4%, as the government’s target of 5.5% seemed to be more and more unattainable. During the twentieth National Party


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					1

Fund overview (cont’d)

Congress, President Xi Jinping was confirmed for a historic third five-year term while COVID-19 restrictions continued to weigh on the economy, with third quarter 2022 gross domestic product (“GDP”) growth of 3.9% year-over-year, which was significantly below both long-term trend growth and the official target of about 5.5% set earlier in the year. Markets reacted negatively to all posts being populated by Xi Jinping loyalists and concerns that he may continue with policies focused on reducing China’s exposure to foreign interests and influence at the expense of economic growth, with potentially negative consequences for private companies.

In Sri Lanka, Prime Minister Wickremesinghe, who was appointed as acting President, imposed a state of emergency in an attempt to quell protests about costly food and fuel shortages. In November 2022, he presented a budget aimed to help unlock a $2.9 billion loan from the IMF. The IMF has emphasized the country needs to restructure debt with some of its major creditors, including China, India, and Japan. Elsewhere, in late 2022, Ghana defaulted on its domestic debt, and suspended interest payment to foreign creditors. The government blamed the pandemic and global inflation, although overspending and excessive borrowing were major factors. The country’s public debt was over 100% of GDP and interest payments cost between 70% to 100% according to Ghana’s finance minister.

Against this macro backdrop, emerging markets posted negative returns. The U.S. dollar-denominated sovereign debt sector, as measured by the JPMorgan Emerging Markets Bond Index Global Diversified (“EMBI Global Diversified”)ⁱ, returned -17.78% while local currency sovereign debt, as measured by the JPMorgan Government Bond Index-Emerging Markets Global Diversified Total Return Indexⁱⁱ, returned -11.69% during the twelve-month reporting period ended December 31, 2022. Emerging market corporate bonds, as measured by the JPMorgan Corporate Emerging Markets Bond Index Broad Diversified (“CEMBI Broad Diversified”)ⁱⁱⁱ, returned -13.82% during the same period.

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

A. We continued to actively manage the Fund as we navigated the concurrent historical headwinds of emerging market growth challenges, heightened geopolitical risks, and the Fed tightening. In an attempt to tame inflation and not fall behind the curve, emerging market central banks aggressively tightened policy before the Fed. As a result, emerging market central banks are likely closer to the end of their respective tightening cycles relative to the developed world. The unevenness of the post-pandemic recovery across regions and countries led to a greater emphasis on idiosyncratic risks. The need to differentiate long-term credit themes across countries was of paramount importance. In terms of hard currency valuations, large increases in yields during 2022 and declines in prices primarily due to higher U.S. yields represented an opportunity to selectively add carry, subject to continued U.S. Treasury volatility.

From a sector perspective, we continued a thoughtful approach towards local markets, taking advantage of select opportunities on local rates, while maintaining a highly differentiated approach towards emerging market currencies. We ended the year with a


2				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

lower allocation to local markets sovereigns and higher allocations to hard currency corporates. From a regional perspective, we decreased exposure to Central and Eastern Europe.

Our convictions continue to center on emerging market countries with ample foreign exchange reserves, low external economic dependency, lower political uncertainty and effective policy executions.

U.S. Treasury futures and credit default swaps were used to manage the Fund’s credit, duration and yield curve exposures. These derivatives are typically used for hedging and risk management purposes in the Fund, and contributed to performance during the reporting period. Currency forwards and options on currencies, which were used to manage the Fund’s local currency exposures, in aggregate, contributed to performance.

The use of leverage was tactically managed during the reporting period. We ended the reporting period with leverage at roughly 27% of the total assets of the Fund, versus roughly 29% at the beginning of the reporting period. Overall, leverage detracted from performance given the negative total return of the assets of the Fund in 2022.

Performance review

For the twelve months ended December 31, 2022, Western Asset Emerging Markets Debt Fund Inc. returned -17.86% based on its net asset value (“NAV”)^iv and -20.96% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the EMBI Global Diversified, returned -17.78% for the same period.

The Fund has adopted a managed distribution policy. Pursuant to this policy, the Fund intends to make regular monthly distributions to common shareholders at a fixed rate per common share, which rate may be adjusted from time to time by the Fund’s Board of Directors. This policy has no impact on the Fund’s investment strategy and may reduce the Fund’s NAV. The Fund’s manager believes the policy helps maintain the Fund’s competitiveness and may benefit the Fund’s market price and premium/discount to the Fund’s NAV.

During the twelve-month period, the Fund made distributions to shareholders totaling $1.01 per share of which $0.29 will be treated as a return of capital for tax purposes.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of December 31, 2022. Past performance is no guarantee of future results.


Performance Snapshot as of December 31, 2022
Price Per Share	12-Month Total Return**
$10.24 (NAV)		-17.86	%†
$9.11 (Market Price)		-20.96	%‡

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

*	For the tax character of distributions paid during the fiscal year ended December 31, 2022, please refer to page 54 of this report.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					3

Fund overview (cont’d)

** 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.

‡ 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. Some of the largest contributors to the Fund’s relative performance during the reporting period were its zero-weights to Belarus, Sri Lanka, Pakistan, and Saudi Arabia. An overweight to quasi-sovereigns was also additive over the reporting period. Zero-weights to quasi-sovereign metals & mining in Chile, China, and Brazil were the largest contributors within the subsector.

Q. What were the leading detractors from performance?

A. The largest detractors from the Fund’s relative performance during the reporting period were its overweights to Ukraine and Peru. Ukraine sovereign bond exposures were negatively impacted by evolving geopolitical developments in relation to Russia, while Peru experienced considerable political turmoil.

From an industry allocation perspective, exposure to the corporate industrials subsector was the largest detractor, particularly Mexico.

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 online 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.franklintempleton.com.

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

Thank you for your investment in Western Asset Emerging Markets Debt Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Western Asset Management Company, LLC

January 17, 2023


4				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

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. Emerging market countries tend to have economic, political, and legal systems that are less developed and are less stable than those of more developed countries. 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 subadvisers. For more information on Fund risks, see Summary of information regarding the Fund - Principal Risk Factors in this report.

Portfolio holdings and breakdowns are as of December 31, 2022 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 10 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, 2022 were: sovereign bonds (81.0%), energy (16.3%), materials (10.2%), financials (9.4%), and utilities (6.0%). The Fund’s portfolio composition is subject to change at any time.

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

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


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					5

Fund overview (cont’d)

ⁱ

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.

ⁱⁱ

The JPMorgan Government Bond Index-Emerging Markets Global Diversified Total Return 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%.

ⁱⁱⁱ

The JPMorgan Corporate Emerging Markets Bond Index Broad Diversified (“CEMBI Broad Diversified”) is an expansion of the JPMorgan Corporate Emerging Markets Bond Index (“CEMBI”). The CEMBI is a market capitalization weighted index consisting of U.S. dollar denominated emerging market corporate bonds.

^iv

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.


6				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Fund at a glance^† (unaudited)

Investment breakdown (%) as a percent of total investments

LOGO

†

The bar graph above represents the composition of the Fund’s investments as of December 31, 2022 and December 31, 2021 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 any time.

‡	Represents less than 0.1%.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					7

Fund performance (unaudited)


Net Asset Value
Average annual total returns¹
Twelve Months Ended 12/31/22	-17.86	%
Five Years Ended 12/31/22	-2.72
Ten Years Ended 12/31/22	-0.20

Cumulative total returns¹
12/31/12 through 12/31/22	-1.97	%

Market Price
Average annual total returns²
Twelve Months Ended 12/31/22	-20.96	%
Five Years Ended 12/31/22	-1.68
Ten Years Ended 12/31/22	-0.16

Cumulative total returns²
12/31/12 through 12/31/22	-1.59	%

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

¹	Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value.

²	Assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.


8				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Historical performance

Value of $10,000 invested in

Western Asset Emerging Markets Debt Fund Inc. vs. JPMorgan Emerging Markets Bond Index Global Diversified† — December 2012 - December 2022

LOGO

†

Hypothetical illustration of $10,000 invested in Western Asset Emerging Markets Debt Fund Inc. on December 31, 2012, assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value and also assuming the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan through December 31, 2022. The hypothetical illustration also assumes a $10,000 investment in the JPMorgan Emerging Markets Bond Index Global Diversified. The JPMorgan Emerging Markets Bond Index Global Diversified (the “Index”) 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. The Index is unmanaged. Please note that an investor cannot invest directly in an index.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					9

Schedule of investments

December 31, 2022

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†			Value
Sovereign Bonds — 81.0%
Angola — 2.0%
Angolan Government International Bond, Senior Notes		8.250	%		5/9/28		9,650,000		$	8,825,890	^(a)
Angolan Government International Bond, Senior Notes		8.750	%		4/14/32		1,000,000			868,400	^(b)
Angolan Government International Bond, Senior Notes		9.125	%		11/26/49		3,000,000			2,351,700	^(a)
Total Angola										12,045,990
Argentina — 4.1%
Argentine Bonos del Tesoro, Bonds		16.000	%		10/17/23		82,130,000	^ARS		150,779	^(c)
Argentine Bonos del Tesoro, Bonds		15.500	%		10/17/26		157,160,000	^ARS		104,633	^(c)
Argentine Republic Government International Bond, Senior Notes		1.000	%		7/9/29		1,036,761			277,808
Argentine Republic Government International Bond, Senior Notes, Step bond (0.500% to 7/9/23 then 0.750%)		0.500	%		7/9/30		25,413,747			6,917,359
Ciudad Autonoma De Buenos Aires, Senior Notes		7.500	%		6/1/27		5,500,000			5,066,751	^(b)
Provincia de Buenos Aires, Senior Notes, Step bond (5.250% to 9/1/23 then 6.375%)		5.250	%		9/1/37		16,301,128			5,685,018	^(b)
Provincia de Cordoba, Senior Notes		6.875	%		12/10/25		508,945			412,882	^(b)
Provincia de Cordoba, Senior Notes		6.990	%		6/1/27		9,949,022			6,665,845	^(b)
Total Argentina										25,281,075
Armenia — 0.9%
Republic of Armenia International Bond, Senior Notes		3.600	%		2/2/31		7,000,000			5,598,089	^(b)
Bahamas — 1.5%
Bahamas Government International Bond, Senior Notes		9.000	%		6/16/29		8,000,000			6,878,691	^(b)
Bahamas Government International Bond, Senior Notes		6.950	%		11/20/29		3,000,000			2,291,714	^(b)
Total Bahamas										9,170,405
Bahrain — 3.8%
Bahrain Government International Bond, Senior Notes		7.000	%		10/12/28		2,000,000			2,019,632	^(a)
Bahrain Government International Bond, Senior Notes		5.625	%		9/30/31		10,000,000			9,162,870	^(a)

See Notes to Financial Statements.


10				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†			Value
Bahrain — continued
Bahrain Government International Bond, Senior Notes		6.000	%		9/19/44		6,000,000		$	4,704,486	^(b)
Bahrain Government International Bond, Senior Notes		7.500	%		9/20/47		7,400,000			6,675,126	^(b)
Bahrain Government International Bond, Senior Notes		6.250	%		1/25/51		1,000,000			792,892	^(a)
Total Bahrain										23,355,006
Brazil — 0.7%
Brazil Letras do Tesouro Nacional		0.000	%		1/1/24		9,500,000	^BRL		1,588,249
Brazil Notas do Tesouro Nacional Serie F, Notes		10.000	%		1/1/33		18,200,000	^BRL		2,960,872
Total Brazil										4,549,121
Chile — 0.1%
Chile Government International Bond, Senior Notes		3.100	%		1/22/61		1,000,000			626,343	^(d)
Colombia — 1.6%
Colombia Government International Bond, Senior Notes		3.250	%		4/22/32		5,000,000			3,652,237	^(d)
Colombia Government International Bond, Senior Notes		4.125	%		2/22/42		10,000,000			6,288,244	^(d)
Total Colombia										9,940,481
Costa Rica — 1.0%
Banco Nacional de Costa Rica		6.250	%		11/1/23		1,220,000			1,223,416	^(b)(d)
Costa Rica Government International Bond, Senior Notes		6.125	%		2/19/31		1,050,000			1,021,594	^(a)
Costa Rica Government International Bond, Senior Notes		7.158	%		3/12/45		4,200,000			4,031,883	^(b)(d)
Total Costa Rica										6,276,893
Croatia — 0.9%
Croatia Government International Bond, Senior Notes		5.500	%		4/4/23		5,640,000			5,648,968	^(a)
Dominican Republic — 3.2%
Dominican Republic International Bond, Senior Notes		6.000	%		7/19/28		7,300,000			7,062,154	^(b)(d)
Dominican Republic International Bond, Senior Notes		5.500	%		2/22/29		3,750,000			3,464,479	^(b)

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					11

Schedule of investments (cont’d)

December 31, 2022

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†		Value
Dominican Republic — continued
Dominican Republic International Bond, Senior Notes		4.875	%		9/23/32		3,800,000	$	3,168,535	^(a)(d)
Dominican Republic International Bond, Senior Notes		5.300	%		1/21/41		8,000,000		6,203,654	^(a)(d)
Total Dominican Republic									19,898,822
Ecuador — 1.7%
Ecuador Government International Bond, Senior Notes		0.000	%		7/31/30		1,010,709		399,793	^(b)
Ecuador Government International Bond, Senior Notes, Step bond (5.500% to 7/31/23 then 6.000%)		5.500	%		7/31/30		4,850,000		3,140,707	^(b)
Ecuador Government International Bond, Senior Notes, Step bond (1.500% to 7/31/23 then 2.500%)		1.500	%		7/31/40		16,750,000		6,898,175	^(b)
Total Ecuador									10,438,675
Egypt — 2.5%
Egypt Government International Bond, Senior Notes		5.875	%		2/16/31		3,000,000		2,096,700	^(a)
Egypt Government International Bond, Senior Notes		7.625	%		5/29/32		1,600,000		1,189,557	^(b)
Egypt Government International Bond, Senior Notes		7.903	%		2/21/48		19,200,000		12,201,792	^(a)
Total Egypt									15,488,049
Ethiopia — 0.4%
Ethiopia International Bond, Senior Notes		6.625	%		12/11/24		3,500,000		2,199,050	^(a)
Gabon — 1.0%
Gabon Government International Bond, Senior Notes		6.625	%		2/6/31		3,000,000		2,464,500	^(a)
Gabon Government International Bond, Senior Notes		7.000	%		11/24/31		4,300,000		3,536,320	^(b)
Total Gabon									6,000,820
Ghana — 1.2%
Ghana Government International Bond, Senior Notes		7.625	%		5/16/29		5,700,000		2,152,320	*^(a)(e)
Ghana Government International Bond, Senior Notes		10.750	%		10/14/30		7,600,000		5,375,176	^(b)
Total Ghana									7,527,496

See Notes to Financial Statements.


12				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†			Value
Guatemala — 1.2%
Guatemala Government Bond, Senior Notes		5.375	%		4/24/32		6,800,000		$	6,701,400	^(b)(d)
Guatemala Government Bond, Senior Notes		4.650	%		10/7/41		1,000,000			807,942	^(b)(d)
Total Guatemala										7,509,342
Hungary — 2.0%
Hungary Government International Bond, Senior Notes		5.750	%		11/22/23		12,608,000			12,646,643	^(d)
India — 0.3%
Export-Import Bank of India, Senior Notes		3.375	%		8/5/26		2,000,000			1,875,370	^(a)(d)
Indonesia — 6.0%
Indonesia Government International Bond, Senior Notes		6.625	%		2/17/37		3,210,000			3,643,218	^(a)
Indonesia Government International Bond, Senior Notes		5.250	%		1/17/42		17,000,000			16,755,839	^(b)(d)
Indonesia Treasury Bond		8.375	%		9/15/26		131,422,000,000	^IDR		9,036,350
Indonesia Treasury Bond		8.375	%		3/15/34		106,475,000,000	^IDR		7,497,464
Total Indonesia										36,932,871
Israel — 0.2%
Israel Government International Bond, Senior Notes		3.875	%		7/3/50		1,500,000			1,267,708
Ivory Coast — 1.9%
Ivory Coast Government International Bond, Senior Notes		5.375	%		7/23/24		1,350,000			1,306,921	^(b)(d)
Ivory Coast Government International Bond, Senior Notes		6.375	%		3/3/28		2,680,000			2,601,530	^(b)(d)
Ivory Coast Government International Bond, Senior Notes		5.250	%		3/22/30		4,800,000	^EUR		4,359,266	^(a)
Ivory Coast Government International Bond, Senior Notes		6.125	%		6/15/33		3,540,000			3,159,450	^(b)
Total Ivory Coast										11,427,167
Jamaica — 0.9%
Jamaica Government International Bond, Senior Notes		6.750	%		4/28/28		1,390,000			1,477,308
Jamaica Government International Bond, Senior Notes		8.000	%		3/15/39		1,760,000			2,064,909
Jamaica Government International Bond, Senior Notes		7.875	%		7/28/45		2,000,000			2,257,890	^(d)
Total Jamaica										5,800,107

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					13

Schedule of investments (cont’d)

December 31, 2022

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†			Value
Jordan — 2.5%
Jordan Government International Bond, Senior Notes		6.125	%		1/29/26		440,000		$	436,347	^(b)
Jordan Government International Bond, Senior Notes		7.750	%		1/15/28		3,120,000			3,166,082	^(b)
Jordan Government International Bond, Senior Notes		7.750	%		1/15/28		1,600,000			1,623,632	^(a)
Jordan Government International Bond, Senior Notes		5.850	%		7/7/30		6,350,000			5,710,606	^(a)
Jordan Government International Bond, Senior Notes		7.375	%		10/10/47		5,020,000			4,333,284	^(b)
Total Jordan										15,269,951
Kazakhstan — 2.4%
Kazakhstan Government International Bond, Senior Notes		3.875	%		10/14/24		9,000,000			9,053,910	^(a)
Tengizchevroil Finance Co. International Ltd., Senior Secured Notes		4.000	%		8/15/26		6,800,000			5,831,340	^(a)
Total Kazakhstan										14,885,250
Kenya — 1.6%
Republic of Kenya Government International Bond, Senior Notes		6.875	%		6/24/24		2,000,000			1,846,470	^(a)
Republic of Kenya Government International Bond, Senior Notes		6.875	%		6/24/24		200,000			184,647	^(b)(d)
Republic of Kenya Government International Bond, Senior Notes		7.250	%		2/28/28		4,400,000			3,870,724	^(a)
Republic of Kenya Government International Bond, Senior Notes		8.000	%		5/22/32		4,400,000			3,771,504	^(a)
Total Kenya										9,673,345
Mexico — 1.3%
Mexican Bonos, Senior Notes		7.750	%		11/23/34		168,080,000	^MXN		7,799,226
Nigeria — 1.9%
Nigeria Government International Bond, Senior Notes		6.125	%		9/28/28		6,700,000			5,201,612	^(a)
Nigeria Government International Bond, Senior Notes		7.875	%		2/16/32		2,600,000			1,968,304	^(a)
Nigeria Government International Bond, Senior Notes		7.696	%		2/23/38		6,800,000			4,643,720	^(a)
Total Nigeria										11,813,636

See Notes to Financial Statements.


14				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†		Value
Oman — 4.7%
Oman Government International Bond, Senior Notes		4.750	%		6/15/26		3,200,000	$	3,100,307	^(a)
Oman Government International Bond, Senior Notes		4.750	%		6/15/26		5,270,000		5,105,819	^(b)
Oman Government International Bond, Senior Notes		5.625	%		1/17/28		9,000,000		8,911,161	^(b)
Oman Government International Bond, Senior Notes		6.000	%		8/1/29		6,000,000		6,037,020	^(b)
Oman Government International Bond, Senior Notes		6.750	%		1/17/48		6,500,000		6,110,130	^(a)
Total Oman									29,264,437
Panama — 1.3%
Panama Government International Bond, Senior Notes		9.375	%		4/1/29		910,000		1,082,584	^(d)
Panama Government International Bond, Senior Notes		6.700	%		1/26/36		159,000		166,289
Panama Government International Bond, Senior Notes		4.500	%		5/15/47		5,000,000		3,861,374
Panama Government International Bond, Senior Notes		4.500	%		1/19/63		4,200,000		2,975,097
Total Panama									8,085,344
Paraguay — 1.2%
Paraguay Government International Bond, Senior Notes		5.000	%		4/15/26		2,110,000		2,106,830	^(b)(d)
Paraguay Government International Bond, Senior Notes		4.950	%		4/28/31		3,950,000		3,832,007	^(b)(d)
Paraguay Government International Bond, Senior Notes		5.400	%		3/30/50		1,910,000		1,653,000	^(b)(d)
Total Paraguay									7,591,837
Peru — 3.5%
Peruvian Government International Bond, Senior Notes		7.350	%		7/21/25		10,300,000		10,822,891	^(d)
Peruvian Government International Bond, Senior Notes		8.750	%		11/21/33		8,998,000		10,979,809	^(d)
Total Peru									21,802,700
Philippines — 0.3%
Philippine Government International Bond, Senior Notes		3.950	%		1/20/40		2,000,000		1,701,104	^(d)

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					15

Schedule of investments (cont’d)

December 31, 2022

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†			Value
Qatar — 4.0%
Qatar Government International Bond, Senior Notes		5.103	%		4/23/48		7,920,000		$	7,978,537	^(b)(d)
Qatar Government International Bond, Senior Notes		4.817	%		3/14/49		14,100,000			13,753,069	^(b)(d)
Qatar Government International Bond, Senior Notes		4.400	%		4/16/50		2,900,000			2,661,481	^(b)(d)
Total Qatar										24,393,087
Romania — 0.3%
Romanian Government International Bond, Senior Notes		4.875	%		1/22/24		1,570,000			1,565,376	^(b)(d)
Russia — 0.2%
Russian Federal Bond — OFZ		7.250	%		5/10/34		400,000,000	^RUB		1,464,407	^*(e)
Rwanda — 0.5%
Rwanda International Government Bond, Senior Notes		5.500	%		8/9/31		4,050,000			3,105,864	^(b)
Senegal — 1.3%
Senegal Government International Bond, Senior Notes		6.250	%		7/30/24		2,170,000			2,085,581	^(a)
Senegal Government International Bond, Senior Notes		6.750	%		3/13/48		8,390,000			5,954,752	^(b)
Total Senegal										8,040,333
South Africa — 1.3%
Republic of South Africa Government Bond, Senior Notes		8.500	%		1/31/37		81,280,000	^ZAR		3,797,252
Republic of South Africa Government International Bond, Senior Notes		5.000	%		10/12/46		5,000,000			3,523,500	^(d)
Republic of South Africa Government International Bond, Senior Notes		5.750	%		9/30/49		1,000,000			738,832
Total South Africa										8,059,584
South Korea — 0.4%
Export-Import Bank of Korea, Senior Notes		5.750	%		3/5/24		37,400,000,000	^IDR		2,379,978	^(a)
Supranational — 3.5%
African Export-Import Bank, Senior Notes		3.994	%		9/21/29		2,900,000			2,529,090	^(b)
African Export-Import Bank, Senior Notes		3.798	%		5/17/31		3,000,000			2,486,850	^(b)
European Investment Bank, Senior Notes		8.500	%		2/1/23		36,000,000	^EGP		1,357,210

See Notes to Financial Statements.


16				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†			Value
Supranational — continued
European Investment Bank, Senior Notes		8.500	%		6/15/23		74,100,000	^EGP	$	2,877,674	^(a)
Inter-American Development Bank, Senior Notes		7.875	%		3/14/23		56,960,000,000	^IDR		3,675,736
International Finance Corp., Senior Notes		4.000	%		2/27/23		7,915,000	^BRL		1,480,922
International Finance Corp., Senior Notes		6.280	%		5/27/24		304,000,000	^UYU		7,106,694
Total Supranational										21,514,176
Tunisia — 0.4%
Banque Centrale de Tunisie International Bond, Senior Notes		5.750	%		1/30/25		3,760,000			2,618,825	^(a)
Turkey — 1.2%
Turkey Government International Bond, Senior Notes		5.125	%		2/17/28		4,000,000			3,475,920
Turkey Government International Bond, Senior Notes		4.875	%		4/16/43		6,160,000			4,026,133
Total Turkey										7,502,053
Ukraine — 0.9%
Ukraine Government International Bond, Senior Notes		6.750	%		6/20/28		1,700,000	^EUR		337,430	*^(a)(e)
Ukraine Government International Bond, Senior Notes		7.750	%		9/1/29		8,800,000			1,903,000	*^(a)(e)
Ukraine Government International Bond, Senior Notes		9.750	%		11/1/30		15,080,000			3,124,877	*^(a)(e)
Total Ukraine										5,365,307
United Arab Emirates — 1.6%
Abu Dhabi Government International Bond, Senior Notes		4.125	%		10/11/47		5,400,000			4,785,404	^(b)(d)
Finance Department Government of Sharjah, Senior Notes		4.000	%		7/28/50		4,430,000			2,917,820	^(b)(d)
Finance Department Government of Sharjah, Senior Notes		4.000	%		7/28/50		3,000,000			1,975,950	^(a)
Total United Arab Emirates										9,679,174
Uruguay — 2.7%
Uruguay Government International Bond, Senior Notes		5.750	%		10/28/34		10,408,526			11,275,113

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					17

Schedule of investments (cont’d)

December 31, 2022

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†		Value
Uruguay — continued
Uruguay Government International Bond, Senior Notes		5.100	%		6/18/50		4,341,000	$	4,272,122
Uruguay Government International Bond, Senior Notes		4.975	%		4/20/55		1,180,000		1,131,790
Total Uruguay									16,679,025
Uzbekistan — 0.8%
Republic of Uzbekistan International Bond, Senior Notes		3.700	%		11/25/30		4,000,000		3,357,556	^(a)
Republic of Uzbekistan International Bond, Senior Notes		3.900	%		10/19/31		2,000,000		1,650,000	^(b)
Total Uzbekistan									5,007,556
Venezuela — 0.4%
Venezuela Government International Bond, Senior Notes		7.750	%		10/13/19		22,130,000		1,770,400	*^(a)(f)
Venezuela Government International Bond, Senior Notes		8.250	%		10/13/24		7,000,000		612,500	*^(a)(e)
Venezuela Government International Bond, Senior Notes		9.250	%		9/15/27		4,205,000		399,475	*^(e)
Total Venezuela									2,782,375
Vietnam — 1.4%
Vietnam Government International Bond, Senior Notes		4.800	%		11/19/24		8,700,000		8,604,300	^(b)(d)
Zambia — 0.3%
Zambia Government International Bond, Senior Notes		8.500	%		4/14/24		3,440,000		1,579,786	^(b)
Total Sovereign Bonds (Cost — $580,955,596)									499,732,527
Corporate Bonds & Notes — 53.4%
Communication Services — 3.2%
Diversified Telecommunication Services — 1.3%
IHS Holding Ltd., Senior Notes		5.625	%		11/29/26		4,340,000		3,619,560	^(b)(d)
Turk Telekomunikasyon AS, Senior Notes		4.875	%		6/19/24		4,600,000		4,342,400	^(a)
Total Diversified Telecommunication Services									7,961,960
Media — 0.7%
Cable Onda SA, Senior Notes		4.500	%		1/30/30		3,290,000		2,961,083	^(b)(d)
Grupo Televisa SAB, Senior Notes		6.625	%		1/15/40		1,480,000		1,523,641	^(d)
Total Media									4,484,724

See Notes to Financial Statements.


18				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†		Value
Wireless Telecommunication Services — 1.2%
Millicom International Cellular SA, Senior Notes		6.250	%		3/25/29		6,624,000	$	6,344,446	^(b)(d)
VTR Comunicaciones SpA, Senior Secured Notes		5.125	%		1/15/28		1,713,000		1,066,569	^(b)(d)
Total Wireless Telecommunication Services									7,411,015
Total Communication Services									19,857,699
Consumer Discretionary — 2.2%
Hotels, Restaurants & Leisure — 1.8%
Gohl Capital Ltd., Senior Notes		4.250	%		1/24/27		3,130,000		2,866,419	^(a)
Melco Resorts Finance Ltd., Senior Notes		5.375	%		12/4/29		4,670,000		3,755,100	^(b)(d)
Sands China Ltd., Senior Notes		5.625	%		8/8/25		1,700,000		1,627,567
Wynn Macau Ltd., Senior Notes		5.625	%		8/26/28		3,299,999		2,825,773	^(b)
Total Hotels, Restaurants & Leisure									11,074,859
Internet & Direct Marketing Retail — 0.4%
Prosus NV, Senior Notes		3.680	%		1/21/30		3,200,000		2,674,539	^(a)(d)
Total Consumer Discretionary									13,749,398
Consumer Staples — 0.6%
Beverages — 0.6%
Central American Bottling Corp./CBC Bottling Holdco SL/Beliv Holdco SL, Senior Notes		5.250	%		4/27/29		4,150,000		3,877,075	^(b)(d)
Energy — 16.3%
Oil, Gas & Consumable Fuels — 16.3%
Ecopetrol SA, Senior Notes		5.875	%		5/28/45		12,060,000		8,423,108	^(d)
Empresa Generadora de Electricidad Haina SA, Senior Notes		5.625	%		11/8/28		4,250,000		3,788,747	^(b)(d)
GNL Quintero SA, Senior Notes		4.634	%		7/31/29		1,545,897		1,495,412	^(b)(d)
KazMunayGas National Co. JSC, Senior Notes		3.500	%		4/14/33		11,000,000		8,214,580	^(a)
KazMunayGas National Co. JSC, Senior Notes		6.375	%		10/24/48		5,300,000		4,397,606	^(b)(d)
Oleoducto Central SA, Senior Notes		4.000	%		7/14/27		2,400,000		2,121,404	^(b)(d)
Pertamina Persero PT, Senior Notes		6.500	%		5/27/41		3,500,000		3,572,091	^(b)(d)
Pertamina Persero PT, Senior Notes		4.150	%		2/25/60		2,000,000		1,445,199	^(a)(d)
Petrobras Global Finance BV, Senior Notes		7.375	%		1/17/27		5,600,000		5,866,980	^(d)
Petrobras Global Finance BV, Senior Notes		5.750	%		2/1/29		6,000,000		5,836,560	^(d)

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					19

Schedule of investments (cont’d)

December 31, 2022

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†		Value
Oil, Gas & Consumable Fuels — continued
Petrobras Global Finance BV, Senior Notes		6.850	%		6/5/2115		13,800,000	$	11,716,603	^(d)
Petroleos de Venezuela SA, Senior Notes		9.000	%		11/17/21		16,630,000		810,712	*^(a)(f)
Petroleos de Venezuela SA, Senior Notes		6.000	%		5/16/24		8,145,000		417,431	*^(a)(e)
Petroleos del Peru SA, Senior Notes		5.625	%		6/19/47		6,800,000		4,459,610	^(a)(d)
Petroleos Mexicanos, Senior Notes		5.350	%		2/12/28		15,500,000		13,078,666	^(d)
Petroleos Mexicanos, Senior Notes		6.500	%		6/2/41		8,200,000		5,355,625	^(d)
Petroleos Mexicanos, Senior Notes		5.500	%		6/27/44		200,000		117,860	^(d)
Petronas Capital Ltd., Senior Notes		4.800	%		4/21/60		7,000,000		6,446,251	^(b)(d)
Transportadora de Gas del Peru SA, Senior Notes		4.250	%		4/30/28		1,080,000		1,013,743	^(a)
Transportadora de Gas Internacional SA ESP, Senior Notes		5.550	%		11/1/28		2,300,000		2,114,332	^(b)(d)
Ultrapar International SA, Senior Notes		5.250	%		10/6/26		3,190,000		3,067,057	^(b)(d)
YPF SA, Senior Notes		8.500	%		3/23/25		937,500		856,706	^(a)
YPF SA, Senior Notes		8.500	%		7/28/25		5,430,000		4,562,436	^(b)(d)
YPF SA, Senior Notes		8.500	%		7/28/25		500,000		420,114	^(a)
YPF SA, Senior Notes		6.950	%		7/21/27		1,320,000		937,200	^(b)
Total Energy									100,536,033
Financials — 9.4%
Banks — 4.9%
Banco General SA, Junior Subordinated Notes (5.250% to 5/7/31 then 10 year Treasury Constant Maturity Rate + 3.665%)		5.250	%		5/7/31		4,450,000		3,688,160	^(b)(d)(g)(h)
Banco Mercantil del Norte SA, Junior Subordinated Notes (7.625% to 1/10/28 then 10 year Treasury Constant Maturity Rate + 5.353%)		7.625	%		1/10/28		5,900,000		5,536,368	^(b)(d)(g)(h)
Banco Nacional de Panama, Senior Notes		2.500	%		8/11/30		4,000,000		3,213,100	^(a)(d)
Bank Leumi Le-Israel BM, Senior Notes		5.125	%		7/27/27		3,300,000		3,281,989	^(b)
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		953,693	^(b)(d)(h)

See Notes to Financial Statements.


20				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†		Value
Banks — continued
BBVA Bancomer SA, Subordinated Notes (5.350% to 11/12/24 then 5year Treasury Constant Maturity Rate + 3.000%)		5.350	%		11/12/29		1,350,000	$	1,324,271	^(b)(d)(h)
HSBC Holdings PLC, Junior Subordinated Notes (4.600% to 6/17/31 then 5 year Treasury Constant Maturity Rate + 3.649%)		4.600	%		12/17/30		970,000		757,069	^(d)(g)(h)
ICICI Bank Ltd., Senior Notes		4.000	%		3/18/26		3,000,000		2,863,338	^(a)(d)
NBK Tier 1 Ltd., Senior Notes (3.625%to 2/24/27 then USD 6 year ICE Swap Rate + 2.875%)		3.625	%		8/24/26		2,450,000		2,144,698	^(b)(d)(g)(h)
Shinhan Bank Co. Ltd., Subordinated Notes		3.875	%		3/24/26		1,260,000		1,176,832	^(b)(d)
UniCredit SpA, Subordinated Notes (7.296% to 4/2/29 then USD 5 year ICE Swap Rate + 4.914%)		7.296	%		4/2/34		3,080,000		2,828,521	^(b)(d)(h)
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		2,600,000		2,533,999	^(b)(d)(h)
Total Banks									30,302,038
Capital Markets — 0.8%
B3 SA - Brasil Bolsa Balcao, Senior Notes		4.125	%		9/20/31		2,800,000		2,362,902	^(b)(d)
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		2,307,996	^(b)(d)(g)(h)
Total Capital Markets									4,670,898
Diversified Financial Services — 3.0%
Banco Nacional de Comercio Exterior SNC, Subordinated Notes (2.720% to 8/11/26 then 5 year Treasury Constant Maturity Rate + 2.000%)		2.720	%		8/11/31		2,300,000		1,935,450	^(a)(h)
Huarong Finance 2019 Co. Ltd., Senior Notes		2.125	%		9/30/23		6,000,000		5,775,012	^(a)
Indian Railway Finance Corp. Ltd., Senior Notes		2.800	%		2/10/31		1,800,000		1,479,815	^(a)(d)
Park Aerospace Holdings Ltd., Senior Notes		5.500	%		2/15/24		1,980,000		1,955,065	^(b)(d)

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					21

Schedule of investments (cont’d)

December 31, 2022

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†		Value
Diversified Financial Services — continued
REC Ltd., Senior Notes		2.250	%		9/1/26		4,000,000	$	3,534,893	^(a)
Trust Fibra Uno, Senior Notes		4.869	%		1/15/30		4,200,000		3,614,205	^(b)(d)
Total Diversified Financial Services									18,294,440
Insurance — 0.5%
Sagicor Financial Co. Ltd., Senior Notes		5.300	%		5/13/28		3,600,000		3,377,772	^(b)(d)
Real Estate Management & Development — 0.2%
Panther Ventures Ltd., Senior Notes		3.800	%		9/17/23		2,000,000		1,411,000	^(a)(g)
Total Financials									58,056,148
Health Care — 1.1%
Pharmaceuticals — 1.1%
Teva Pharmaceutical Finance Netherlands III BV, Senior Notes		3.150	%		10/1/26		8,000,000		7,012,240
Industrials — 4.1%
Aerospace & Defense — 0.3%
Avolon Holdings Funding Ltd., Senior Notes		4.250	%		4/15/26		1,820,000		1,651,974	^(b)(d)
Airlines — 0.6%
Singapore Airlines Ltd., Senior Notes		3.375	%		1/19/29		4,000,000		3,615,280	^(a)
Construction & Engineering — 1.2%
ATP Tower Holdings LLC/Andean Tower Partners Colombia SAS/Andean Telecom Par, Senior Secured Notes		4.050	%		4/27/26		8,650,000		7,639,420	^(b)(d)
Industrial Conglomerates — 0.2%
Alfa SAB de CV, Senior Notes		6.875	%		3/25/44		1,000,000		978,369	^(b)(d)
Road & Rail — 1.0%
Empresa de los Ferrocarriles del Estado, Senior Notes		3.830	%		9/14/61		1,800,000		1,243,643	^(b)(d)
Empresa de Transporte de Pasajeros Metro SA, Senior Notes		5.000	%		1/25/47		2,560,000		2,235,707	^(b)(d)
Empresa de Transporte de Pasajeros Metro SA, Senior Notes		4.700	%		5/7/50		3,000,000		2,519,842	^(b)(d)
Total Road & Rail									5,999,192
Transportation Infrastructure — 0.8%
Adani Ports & Special Economic Zone Ltd., Senior Notes		3.828	%		2/2/32		700,000		531,947	^(a)

See Notes to Financial Statements.


22				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†		Value
Transportation Infrastructure — continued
DP World Ltd., Senior Notes		5.625	%		9/25/48		3,400,000	$	3,201,181	^(b)(d)
ENA Master Trust, Senior Secured Notes		4.000	%		5/19/48		1,850,000		1,305,214	^(b)(d)
Total Transportation Infrastructure									5,038,342
Total Industrials									24,922,577
Materials — 10.2%
Chemicals — 4.3%
Braskem America Finance Co., Senior Notes		7.125	%		7/22/41		210,000		199,392	^(a)(d)
Braskem Finance Ltd., Senior Notes		6.450	%		2/3/24		1,081,000		1,085,319
Equate Petrochemical BV, Senior Notes		2.625	%		4/28/28		1,600,000		1,398,000	^(b)(d)
GC Treasury Center Co. Ltd., Senior Notes		4.400	%		3/30/32		1,193,000		1,059,843	^(a)
MEGlobal Canada ULC, Senior Notes		5.875	%		5/18/30		4,100,000		4,135,875	^(b)(d)
OCP SA, Senior Notes		3.750	%		6/23/31		2,000,000		1,682,420	^(a)
OCP SA, Senior Notes		5.125	%		6/23/51		4,000,000		3,051,540	^(b)
Orbia Advance Corp. SAB de CV, Senior Notes		5.875	%		9/17/44		2,800,000		2,432,441	^(a)
Orbia Advance Corp. SAB de CV, Senior Notes		5.875	%		9/17/44		4,960,000		4,317,804	^(b)(d)
Sasol Financing USA LLC, Senior Notes		4.375	%		9/18/26		5,800,000		5,141,684	^(d)
Sociedad Quimica y Minera de Chile SA, Senior Notes		4.250	%		1/22/50		2,100,000		1,782,333	^(b)(d)
Total Chemicals									26,286,651
Construction Materials — 0.4%
Cemex SAB de CV, Senior Notes		5.450	%		11/19/29		2,200,000		2,118,325	^(a)(d)
Metals & Mining — 4.0%
Antofagasta PLC, Senior Notes		5.625	%		5/13/32		3,100,000		3,044,339	^(b)(d)
Freeport Indonesia PT, Senior Notes		4.763	%		4/14/27		2,000,000		1,930,000	^(b)(d)
Fresnillo PLC, Senior Notes		4.250	%		10/2/50		4,000,000		3,156,178	^(b)(d)
Indonesia Asahan Aluminium Persero PT, Senior Notes		5.710	%		11/15/23		10,120,000		10,148,285	^(b)(d)
Southern Copper Corp., Senior Notes		7.500	%		7/27/35		310,000		360,792	^(d)
Southern Copper Corp., Senior Notes		6.750	%		4/16/40		5,490,000		6,141,327	^(d)
Total Metals & Mining									24,780,921
Paper & Forest Products — 1.5%
Inversiones CMPC SA, Senior Notes		4.375	%		5/15/23		2,070,000		2,060,954	^(b)(d)

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					23

Schedule of investments (cont’d)

December 31, 2022

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)


Security	Rate			Maturity Date		Face Amount†		Value
Paper & Forest Products — continued
Suzano Austria GmbH, Senior Notes		5.750	%		7/14/26		3,450,000	$	3,465,148	^(b)(d)
Suzano Austria GmbH, Senior Notes		6.000	%		1/15/29		3,940,000		3,928,215	^(d)
Total Paper & Forest Products									9,454,317
Total Materials									62,640,214
Real Estate — 0.3%
Real Estate Management & Development — 0.3%
China Aoyuan Group Ltd., Senior Secured Notes		8.500	%		1/23/22		4,050,000		334,125	*^(a)(f)
China Aoyuan Group Ltd., Senior Secured Notes		7.950	%		2/19/23		2,400,000		207,600	*^(a)(e)
China Aoyuan Group Ltd., Senior Secured Notes		6.350	%		2/8/24		2,400,000		202,800	*^(a)(e)
China Aoyuan Group Ltd., Senior Secured Notes		7.950	%		6/21/24		2,000,000		169,000	*^(a)(e)
China Aoyuan Group Ltd., Senior Secured Notes		5.880	%		3/1/27		700,000		57,238	*^(a)(e)
Times China Holdings Ltd., Senior Secured Notes		6.750	%		7/8/25		2,000,000		347,885	^(a)
Yuzhou Group Holdings Co. Ltd., Senior Secured Notes		8.500	%		2/4/23		2,850,000		336,300	*^(a)(e)
Yuzhou Group Holdings Co. Ltd., Senior Secured Notes		8.375	%		10/30/24		2,000,000		180,900	*^(a)(e)
Yuzhou Group Holdings Co. Ltd., Senior Secured Notes		7.375	%		1/13/26		1,000,000		97,410	*^(a)(e)
Total Real Estate									1,933,258
Utilities — 6.0%
Electric Utilities — 5.5%
Abu Dhabi National Energy Co. PJSC, Senior Notes		4.875	%		4/23/30		5,100,000		5,267,979	^(b)(d)
Enel Chile SA, Senior Notes		4.875	%		6/12/28		5,150,000		5,027,783	^(d)
Eskom Holdings SOC Ltd.		4.314	%		7/23/27		3,300,000		2,890,965	^(a)
Eskom Holdings SOC Ltd.		6.350	%		8/10/28		6,340,000		5,885,105	^(a)
Instituto Costarricense de Electricidad, Senior Notes		6.750	%		10/7/31		3,100,000		2,989,702	^(b)(d)
Kallpa Generacion SA, Senior Notes		4.875	%		5/24/26		2,270,000		2,183,496	^(a)(d)
Korea Electric Power Corp., Senior Notes		5.375	%		4/6/26		800,000		806,854	^(b)(d)

See Notes to Financial Statements.


24				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

(Percentages shown based on Fund net assets)

Security

Rate

Maturity
Date

Face
Amount†

Value

Electric Utilities — continued

Lamar Funding Ltd., Senior Notes

3.958

5/7/25

4,000,000

3,801,820

^(a)

Perusahaan Listrik Negara, Senior Notes

5.250

5/15/47

5,810,000

4,912,500

^(a)(d)

Total Electric Utilities

33,766,204

Independent Power and Renewable Electricity Producers — 0.5%

Enel Generacion Chile SA, Senior Notes

4.250

4/15/24

500,000

494,045

^(d)

Minejesa Capital BV, Senior Secured Notes

5.625

8/10/37

3,100,000

2,418,947

^(b)(d)

Total Independent Power and Renewable Electricity Producers

2,912,992

Total Utilities

36,679,196

Total Corporate Bonds & Notes (Cost — $372,604,550)

329,263,838

Counterparty

Expiration
Date

Contracts

Notional
Amount†

Purchased Options — 0.0%††

OTC Purchased Options — 0.0%††

Mexican Peso/U.S. Dollar, Put @ 20.00^MXN
(Cost — $165,120)

Citibank
N.A.

4/25/23

8,200,000

230,466

Total Investments before Short-Term Investments (Cost — $953,725,266)

829,226,831

Rate

Short-Term Investments — 1.1%

Western Asset Premier Institutional Government Reserves, Premium Shares (Cost — $6,840,780)

4.244%

6,840,780

6,840,780

^(i)(j)

Total Investments — 135.5% (Cost — $960,566,046)

836,067,611

Liabilities in Excess of Other Assets — (35.5)%

(219,260,062

)

Total Net Assets — 100.0%

616,807,549

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					25

Schedule of investments (cont’d)

December 31, 2022

Western Asset Emerging Markets Debt Fund Inc.

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

††	Represents less than 0.1%.

*	Non-income producing security.

^(a)

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.

^(b)

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.

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

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

^(e)	The coupon payment on this security is currently in default as of December 31, 2022.

^(f)	The maturity principal is currently in default as of December 31, 2022.

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

^(h)

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.

⁽ⁱ⁾	Rate shown is one-day yield as of the end of the reporting period.

^(j)

In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At December 31, 2022, the total market value of investments in Affiliated Companies was $6,840,780 and the cost was $6,840,780 (Note 8).


Abbreviation(s) used in this schedule:

ARS		— Argentine Peso

BRL		— Brazilian Real

EGP		— Egyptian Pound

EUR		— Euro

ICE		— Intercontinental Exchange

IDR		— Indonesian Rupiah

JSC		— Joint Stock Company

MXN		— Mexican Peso

OFZ		— Obligatsyi Federal’novo Zaima (Russian Federal Loan Obligation)

PJSC		— Private Joint Stock Company

RUB		— Russian Ruble

USD		— United States Dollar

UYU		— Uruguayan Peso

ZAR		— South African Rand

See Notes to Financial Statements.


26				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Western Asset Emerging Markets Debt Fund Inc.

At December 31, 2022, the Fund had the following written options contracts:

OTC Written Options

Security

Counterparty

Expiration

Date

Strike

Price

Contracts

Notional

Amount†

Value

Mexican Peso/U.S. Dollar, Call

Citibank N.A.

4/25/23

22.00

^MXN

8,200,000

(44,910)

Mexican Peso/U.S. Dollar, Put

Citibank N.A.

4/25/23

19.00

^MXN

8,200,000

(57,290)

Total OTC Written Options (Premiums received — $167,293)

(102,200)

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

Abbreviation(s) used in this schedule:

MXN — Mexican Peso

At December 31, 2022, 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		374		3/23	$	42,205,549	$	41,999,033	$	206,516
U.S. Treasury Long-Term Bonds		313		3/23		39,782,199		39,232,594		549,605
Net unrealized appreciation on open futures contracts									$	756,121

At December 31, 2022, the Fund had the following open forward foreign currency contracts:


Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
USD	3,797,714	ZAR	68,248,725	Bank of America N.A.		1/13/23	$	(214,004)
ZAR	68,248,725	USD	3,901,376	Bank of America N.A.		1/13/23		110,342
MXN	10,002,000	USD	491,079	Citibank N.A.		1/13/23		20,839
MXN	38,646,000	USD	1,944,649	Citibank N.A.		1/13/23		33,313
USD	7,722,288	MXN	157,486,800	Citibank N.A.		1/13/23		(338,130)
IDR	44,945,992,000	USD	2,854,801	JPMorgan Chase & Co.		1/13/23		31,938
IDR	60,284,018,000	USD	3,843,418	JPMorgan Chase & Co.		1/13/23		28,434
IDR	105,197,661,000	USD	6,730,497	JPMorgan Chase & Co.		1/13/23		26,018
INR	256,654,938	USD	3,095,585	JPMorgan Chase & Co.		1/13/23		4,261
SGD	9,634,369	USD	6,760,249	JPMorgan Chase & Co.		1/13/23		435,078
USD	30,709,121	IDR	470,125,926,494	JPMorgan Chase & Co.		1/13/23		514,413
USD	6,764,630	SGD	9,634,369	JPMorgan Chase & Co.		1/13/23		(430,697)
USD	4,177,115	EUR	3,950,230	JPMorgan Chase & Co.		3/15/23		(73,387)
Total							$	148,418

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					27

Schedule of investments (cont’d)

December 31, 2022

Western Asset Emerging Markets Debt Fund Inc.


Abbreviation(s) used in this table:

EUR		— Euro

IDR		— Indonesian Rupiah

INR		— Indian Rupee

MXN		— Mexican Peso

SGD		— Singapore Dollar

USD		— United States Dollar

ZAR		— South African Rand


Summary of Investments by Country** (unaudited)
Indonesia	7.3	%
Mexico	6.4
Brazil	5.0
Peru	4.4
Oman	4.0
Argentina	3.8
Chile	3.5
Colombia	3.5
Kazakhstan	3.3
Qatar	2.9
Dominican Republic	2.8
Bahrain	2.8
South Africa	2.6
Supranational	2.6
Panama	2.3
United Arab Emirates	2.2
Uruguay	2.0
Egypt	1.9
Nigeria	1.9
Jordan	1.8
Hungary	1.5
Angola	1.4
Turkey	1.4
Israel	1.4
Ivory Coast	1.4
Guatemala	1.4
Ecuador	1.3
China	1.2
India	1.2
Kenya	1.2
Malaysia	1.1
Costa Rica	1.1
Bahamas	1.1

See Notes to Financial Statements.


28				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Western Asset Emerging Markets Debt Fund Inc.


Summary of Investments by Country (unaudited) (cont’d)**
Vietnam	1.0	%
Senegal	1.0
Kuwait	0.9
Paraguay	0.9
Ghana	0.9
Singapore	0.7
Gabon	0.7
Jamaica	0.7
Croatia	0.7
Armenia	0.7
Ukraine	0.6
Hong Kong	0.6
Uzbekistan	0.6
Morocco	0.6
Macau	0.5
South Korea	0.5
Venezuela	0.5
Ireland	0.4
United States	0.4
Rwanda	0.4
Italy	0.3
Tunisia	0.3
Switzerland	0.3
Ethiopia	0.3
Philippines	0.2
Zambia	0.2
Romania	0.2
Russia	0.2
Thailand	0.1
United Kingdom	0.1
Purchased Options	0.0	‡
Short-Term Investments	0.8
	100.0	%

**	As a percentage of total investments. Please note that the Fund holdings are as of December 31, 2022 and are subject to change.

‡	Represents less than 0.1%.

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					29

Statement of assets and liabilities

December 31, 2022



Assets:
Investments in unaffiliated securities, at value (Cost — $953,725,266)	$	829,226,831
Investments in affiliated securities, at value (Cost — $6,840,780)		6,840,780
Foreign currency, at value (Cost — $864,847)		636,636
Cash		2,472,412
Interest receivable		14,508,480
Deposits with brokers for open futures contracts		2,381,700
Unrealized appreciation on forward foreign currency contracts		1,204,636
Receivable from brokers — net variation margin on open futures contracts		101,498
Dividends receivable from affiliated investments		20,761
Prepaid expenses		3,646
*Total Assets*		*857,397,380*

Liabilities:
Loan payable (Note 5)		235,000,000
Payable for securities purchased		2,472,412
Unrealized depreciation on forward foreign currency contracts		1,056,218
Interest expense payable		969,229
Investment management fee payable		618,009
Deposits from brokers for OTC derivatives		140,000
Written options, at value (premiums received — $167,293)		102,200
Directors’ fees payable		36,627
Accrued foreign capital gains tax		17,987
Accrued expenses		177,149
*Total Liabilities*		*240,589,831*
Total Net Assets	$	616,807,549

Net Assets:
Par value ($0.001 par value; 60,246,012 shares issued and outstanding; 100,000,000 shares authorized)	$	60,246
Paid-in capital in excess of par value		1,016,516,506
Total distributable earnings (loss)		(399,769,203)
Total Net Assets	$	616,807,549

Shares Outstanding		60,246,012

Net Asset Value	$	10.24

See Notes to Financial Statements.


30				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Statement of operations

For the Year Ended December 31, 2022



Investment Income:
Interest	$	60,737,809
Dividends from affiliated investments		85,491
Less: Foreign taxes withheld		(132,137)
*Total Investment Income*		*60,691,163*

Expenses:
Investment management fee (Note 2)		7,920,286
Interest expense (Notes 3 and 5)		6,213,959
Transfer agent fees		293,079
Legal fees		272,656
Directors’ fees		232,652
Fund accounting fees		72,890
Audit and tax fees		67,637
Commitment fees (Note 5)		45,000
Custody fees		34,368
Stock exchange listing fees		31,132
Shareholder reports		21,922
Insurance		4,888
Miscellaneous expenses		9,369
*Total Expenses*		*15,219,838*
Less: Fee waivers and/or expense reimbursements (Note 2)		(6,324)
*Net Expenses*		*15,213,514*
Net Investment Income		45,477,649

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 in unaffiliated securities		(91,930,048)
Futures contracts		21,495,945
Written options		1,018,006
Swap contracts		(1,490,606)
Forward foreign currency contracts		5,460,796
Foreign currency transactions		(815,316)
*Net Realized Loss*		*(66,261,223)*
Change in Net Unrealized Appreciation (Depreciation) From:
Investments in unaffiliated securities		(131,903,263)	‡
Futures contracts		1,449,918
Written options		(75,394)
Swap contracts		1,575,971
Forward foreign currency contracts		244,198
Foreign currencies		(116,822)
*Change in Net Unrealized Appreciation (Depreciation)*		*(128,825,392)*
Net Loss on Investments, Futures Contracts, Written Options, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions		(195,086,615)
Decrease in Net Assets From Operations	$	(149,608,966)

‡	Net of change in accrued foreign capital gains tax of $17,987.

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					31

Statements of changes in net assets


For the Years Ended December 31,	2022		2021

Operations:
Net investment income	$	45,477,649	$	56,873,630
Net realized loss		(66,261,223)		(13,475,034)
Change in net unrealized appreciation (depreciation)		(128,825,392)		(79,413,010)
*Decrease in Net Assets From Operations*		*(149,608,966)*		*(36,014,414)*

Distributions to Shareholders From (Note 1):
Total distributable earnings		(43,737,196)		(38,642,868)
Return of capital		(17,206,640)		(26,962,825)
*Decrease in Net Assets From Distributions to Shareholders*		*(60,943,836)*		*(65,605,693)*

Fund Share Transactions:
Cost of shares repurchased (500,000 and 0 shares repurchased, respectively) (Note 7)		(5,175,727)		—
*Decrease in Net Assets From Fund Share Transactions*		*(5,175,727)*		—
*Decrease in Net Assets*		*(215,728,529)*		*(101,620,107)*

Net Assets:
Beginning of year		832,536,078		934,156,185
End of year	$	616,807,549	$	832,536,078

See Notes to Financial Statements.


32				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Statement of cash flows

For the Year Ended December 31, 2022



Increase (Decrease) in Cash:
Cash Flows from Operating Activities:
Net decrease in net assets resulting from operations	$	(149,608,966)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided (used) by operating activities:
Purchases of portfolio securities		(363,349,070)
Sales of portfolio securities		467,307,276
Net purchases, sales and maturities of short-term investments		(7,377,808)
Net amortization of premium (accretion of discount)		(4,784,724)
Securities litigation proceeds		38,617
Decrease in interest receivable		3,688,773
Increase in prepaid expenses		(813)
Increase in dividends receivable from affiliated investments		(20,730)
Increase in receivable from brokers — net variation margin on open futures contracts		(101,498)
Decrease in payable to brokers — net variation margin on centrally cleared swap contracts		(9,650)
Decrease in deposits from brokers for open reverse repurchase agreements		(1,353,000)
Increase in deposits from brokers for OTC derivatives		140,000
Increase in payable for securities purchased		2,472,412
Decrease in investment management fee payable		(229,663)
Decrease in Directors’ fees payable		(4,305)
Increase in interest expense payable		807,592
Decrease in accrued expenses		(15,166)
Decrease in premiums received from written options		(149,509)
Decrease in payable to brokers — net variation margin on open futures contracts		(258,063)
Net realized loss on investments		91,930,048
Change in net unrealized appreciation (depreciation) of investments, written options and forward foreign currency contracts		131,734,459
Net Cash Provided in Operating Activities*		*170,856,212*

Cash Flows from Financing Activities:
Distributions paid on common stock		(60,943,836)
Repayment of loan facility borrowings		(60,000,000)
Decrease in payable for open reverse repurchase agreements		(44,984,063)
Payment for Fund shares repurchased		(5,175,727)
*Net Cash Used by Financing Activities*		*(171,103,626)*
Net Decrease in Cash and Restricted Cash		(247,414)
Cash and restricted cash at beginning of year		5,738,162
Cash and restricted cash at end of year	$	5,490,748

*Included

in operating expenses is $5,406,367 paid for interest and commitment fees on borrowings.

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					33

Statement of cash flows (cont’d)

For the Year Ended December 31, 2022

The following table provides a reconciliation of cash (including foreign currency) 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, 2022
Cash	$	3,109,048
Restricted cash		2,381,700
Total cash and restricted cash shown in the Statement of Cash Flows	$	5,490,748

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.


34				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Financial highlights


For a share of capital stock outstanding throughout each year ended December 31:
	2022¹			2021¹			2020¹			2019¹			2018¹

Net asset value, beginning of year		$13.71			$15.38			$15.78			$14.71			$17.59

Income (loss) from operations:
Net investment income		0.75			0.94			0.96			1.16			1.06
Net realized and unrealized gain (loss)		(3.22)			(1.53)			(0.18)			1.11			(2.74)
*Total income (loss) from operations*		*(2.47)*			*(0.59)*			*0.78*			*2.27*			*(1.68)*

Less distributions from:
Net investment income		(0.72)			(0.64)			(0.62)			(1.02)			(1.07)
Return of capital		(0.29)			(0.44)			(0.56)			(0.18)			(0.13)
*Total distributions*		*(1.01)*			*(1.08)*			*(1.18)*			*(1.20)*			*(1.20)*
Anti-dilutive impact of repurchase plan		0.01	²		—			—			—			—

Net asset value, end of year		$10.24			$13.71			$15.38			$15.78			$14.71
Market price, end of year		$9.11			$12.80			$13.90			$14.27			$12.29
*Total return, based on NAV^3,4*		*(17.86)*	%		*(4.06)*	%		*5.86*	%		*15.76*	%		*(9.78)*	%
*Total return, based on Market Price⁵*		*(20.96)*	%		*(0.34)*	%		*6.80*	%		*26.49*	%		*(13.68)*	%

Net assets, end of year (millions)		$617			$833			$934			$958			$893

Ratios to average net assets:
Gross expenses		2.32	%		1.59	%		1.85	%		2.49	%		2.39	%
Net expenses⁶		2.32	⁷		1.59	⁷		1.84	⁷		2.49			2.35	⁷
Net investment income		6.94			6.43			6.59			7.41			6.66

Portfolio turnover rate		40	%		34	%		57	%		29	%		42	%

Supplemental data:
Loan Outstanding, End of Year (000s)		$235,000			$295,000			$295,000			$295,000			$295,000
Asset Coverage Ratio for Loan Outstanding⁸		362	%		382	%		417	%		425	%		403	%
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding⁸		$3,625			$3,822			$4,167			$4,248			$4,028
Weighted Average Loan (000s)		$266,562			$295,000			$295,000			$295,000			$295,000
Weighted Average Interest Rate on Loan		2.28	%		0.79	%		1.19	%		2.96	%		2.82	%

See Notes to Financial Statements.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					35

Financial highlights (cont’d)

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

²	The repurchase plan was completed at an average repurchase price of $10.35 for 500,000 shares and $5,175,727 for the year ended December 31, 2022.

³	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.

⁴	The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results.

⁵	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.

⁶	The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

⁷	Reflects fee waivers and/or expense reimbursements.

⁸	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.


36				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

Notes to financial statements

1. Organization and significant accounting policies

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

The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. 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 typically 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.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					37

Notes to financial statements (cont’d)

Pursuant to policies adopted by the Board of Directors, the Fund’s manager has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Fund’s manager is assisted by the Global Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Fund’s manager and 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.


38				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

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 — unadjusted 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		—	$	499,732,527		—	$	499,732,527
Corporate Bonds & Notes		—		329,263,838		—		329,263,838
Purchased Options		—		230,466		—		230,466
Total Long-Term Investments		—		829,226,831		—		829,226,831
Short-Term Investments†	$	6,840,780		—		—		6,840,780
Total Investments	$	6,840,780	$	829,226,831		—	$	836,067,611
Other Financial Instruments:
Futures Contracts††	$	756,121		—		—	$	756,121
Forward Foreign Currency Contracts††		—	$	1,204,636		—		1,204,636
Total Other Financial Instruments	$	756,121	$	1,204,636		—	$	1,960,757
Total	$	7,596,901	$	830,431,467		—	$	838,028,368

LIABILITIES
Description	Quoted Prices (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Other Financial Instruments:
Written Options		—	$	102,200		—	$	102,200
Forward Foreign Currency Contracts††		—		1,056,218		—		1,056,218
Total		—	$	1,158,418		—	$	1,158,418

†	See Schedule of Investments for additional detailed categorizations.

††	Reflects the unrealized appreciation (depreciation) of the instruments.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					39

Notes to financial statements (cont’d)

(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.

(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 appreciation or depreciation in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.


40				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

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.

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 net 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


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					41

Notes to financial statements (cont’d)

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, 2022, 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, 2022, 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 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 CDS 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


42				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

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 CDS 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 CDS 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. CDS 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 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 pledge 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) 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


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					43

Notes to financial statements (cont’d)

reinvested at the discretion of shareholders. These activities are reported in the Statements of Changes in Net Assets and additional information on cash receipts and cash payments is presented in the Statement of Cash Flows.

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

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

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

(j) 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.

(k) 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 may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar


44				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

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.

(l) 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.

(m) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s 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 (“OTC”) 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 net asset value per share 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.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					45

Notes to financial statements (cont’d)

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 OTC traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.

As of December 31, 2022, the Fund held forward foreign currency contracts and OTC written options with credit related contingent features which had a liability position of $1,158,418. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivative counterparties.

At December 31, 2022, the Fund held cash collateral from Citibank N.A. in the amount of $140,000 and non-cash collateral from JPMorgan Chase & Co. in the amount of $712,436. These amounts could be used to reduce the Fund’s exposure to the counterparty in the event of default.

(n) 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.

(o) 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


46				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

may constitute a “return of capital”). Shareholders will be informed of the tax characteristics of the distributions after the close of the 2022 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.

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

(q) 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, 2022, 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. As of December 31, 2022, there were $17,987 of capital gains tax liabilities accrued on unrealized gains.

(r) 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 indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

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


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					47

Notes to financial statements (cont’d)

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 a fee monthly, at an annual rate equal to 70% of the net management fee it receives from 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.

The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund (the “affiliated money market fund waiver”).

During the year ended December 31, 2022, fees waived and/or expenses reimbursed amounted to $6,324, all of which was an affiliated money market fund waiver.

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

3. Investments

During the year ended December 31, 2022, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S. Government & Agency Obligations were as follows:


	Investments		U.S. Government & Agency Obligations
Purchases	$	363,349,070		—
Sales		466,169,392	$	1,137,884


48				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

At December 31, 2022, 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	$	967,605,652	$	8,736,524	$	(140,274,565)	$	(131,538,041)
Written options		(167,293)		76,221		(11,128)		65,093
Futures contracts		—		756,121		—		756,121
Forward foreign currency contracts		—		1,204,636		(1,056,218)		148,418

Transactions in reverse repurchase agreements for the Fund during the year ended December 31, 2022 were as follows:

Average Daily

Balance*

Weighted Average

Interest Rate*

Maximum Amount

Outstanding

$25,408,089

0.499%

$44,984,063

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

Interest rates on reverse repurchase agreements ranged from 0.280% to 1.850% during the year ended December 31, 2022. Interest expense incurred on reverse repurchase agreements totaled $43,991.

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, 2022.


ASSET DERIVATIVES¹
	Interest Rate Risk		Foreign Exchange Risk		Total
Purchased options²		—	$	230,466	$	230,466
Futures contracts³	$	756,121		—		756,121
Forward foreign currency contracts		—		1,204,636		1,204,636
Total	$	756,121	$	1,435,102	$	2,191,223

LIABILITY DERIVATIVES¹
					Foreign Exchange Risk
Written options					$	102,200
Forward foreign currency contracts						1,056,218
Total					$	1,158,418


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					49

Notes to financial statements (cont’d)

¹	Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation and for liability derivatives is payables/net unrealized depreciation.

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

³	Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only net 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, 2022. 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 net unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.


AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
	Interest Rate Risk		Foreign Exchange Risk		Credit Risk		Total
Purchased options¹		—	$	(985,561)		—	$	(985,561)
Futures contracts	$	21,495,945		—		—		21,495,945
Written options		—		1,018,006		—		1,018,006
Swap contracts		—		—	$	(1,490,606)		(1,490,606)
Forward foreign currency contracts		—		5,460,796		—		5,460,796
Total	$	21,495,945	$	5,493,241	$	(1,490,606)	$	25,498,580

¹	Net realized gain (loss) from purchased options is reported in Net Realized Gain (Loss) From Investment transactions in unaffiliated securities in the Statement of Operations.


CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
	Interest Rate Risk		Foreign Exchange Risk		Credit Risk		Total
Purchased options¹		—	$	74,961		—	$	74,961
Futures contracts	$	1,449,918		—		—		1,449,918
Written options		—		(75,394)		—		(75,394)
Swap contracts		—		—	$	1,575,971		1,575,971
Forward foreign currency contracts		—		244,198		—		244,198
Total	$	1,449,918	$	243,765	$	1,575,971	$	3,269,654

¹	The change in net unrealized appreciation (depreciation) from purchased options is reported in the Change in Net Unrealized Appreciation (Depreciation) From Investments in unaffiliated securities in the Statement of Operations.


50				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

During the year ended December 31, 2022, the volume of derivative activity for the Fund was as follows:


	Average Market Value
Purchased options	$	344,747
Written options		595,494
Futures contracts (to sell)		107,412,964
Forward foreign currency contracts (to buy)		14,588,257
Forward foreign currency contracts (to sell)		69,846,699

	Average Notional Balance
Credit default swap contracts (buy protection)†	$	15,153,846

†	At December 31, 2022, 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, 2022.


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 Amount^4,5
Bank of America N.A.	$	110,342	$	(214,004)	$	(103,662)		—	$	(103,662)
Citibank N.A.		284,618		(440,330)		(155,712)	$	(140,000)		(295,712)
JPMorgan Chase & Co.		1,040,142		(504,084)		536,058		(712,436)		(176,378)
Total	$	1,435,102	$	(1,158,418)	$	276,684	$	(852,436)	$	(575,752)

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

On May 11, 2022, the Fund entered into a Master Margin Loan Agreement (the “BNYM Credit Agreement”) with The Bank of New York Mellon, as lender (“BNYM”). The BNYM Credit Agreement provides for borrowings in an aggregate principal amount of up to $325,000,000, subject to the terms and conditions therein. Each loan under the BNYM Credit Agreement constitutes an open commitment by BNYM terminable upon 180 days’ notice by the Fund or BNYM. The Fund pays interest on borrowings calculated based on the Overnight Bank Funding Rate plus applicable margin. The Overnight Bank Funding Rate is a volume weighted median measure of U.S. dollar funding costs for U.S. based banks calculated using both federal funds transactions and overnight eurodollar time deposits.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					51

Notes to financial statements (cont’d)

The Fund pays a commitment fee on the unutilized portion of the loan commitment amount at an annual rate of 0.25% except that no commitment fee is accrued when the aggregate outstanding balance of the loan is equal to or greater than 75% of the margin loan commitment amount. 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 BNYM. The BNYM Credit Agreement contains certain 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 BNYM 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 BNYM Credit Agreement for the period ended December 31, 2022 was $5,158,633. For the period ended December 31, 2022, the Fund incurred commitment fees of $45,000. For the period ended December 31, 2022, based on the number of days during the reporting period that the Fund had a loan balance outstanding per the BNYM Credit Agreement, the average daily loan balance was $250,936,170 and the weighted average interest rate was 3.15%. At December 31, 2022, the Fund had $235,000,000 of borrowings outstanding.

Prior to May 11, 2022, the Fund had a revolving credit agreement with Pershing LLC (“Credit Agreement”), which permitted the Fund to borrow up to $395,000,000, subject to approval by Pershing LLC, and renewed daily for a 180-day term unless notice to the contrary was given to the Fund. Pursuant to a Consent and Amendment Agreement dated March 14, 2022, the Fund’s Credit Agreement between the Fund and Pershing LLC, as lender, was amended to transfer Pershing LLC’s interest to BNYM. The amended Credit Agreement, terminated effective May 11, 2022, allowed the Fund to borrow up to an aggregate amount of $395,000,000, subject to approval by BNYM, and renewed daily for a 180-day term unless notice to the contrary was given to the Fund. The Fund paid interest on borrowings calculated based on the Overnight Bank Funding Rate plus applicable margin. Interest expense related to the Credit Agreement for the period ended May 10, 2022 was $1,009,694. For the period ended May 10, 2022 the Fund incurred no commitment fees. For the period ended May 10, 2022, based on the number of days during the reporting period that the Fund had a loan balance outstanding per the Credit Agreement, the Fund had an average daily loan balance outstanding of $294,807,692 and the weighted average interest rate was 0.95%.

6. Distributions subsequent to December 31, 2022

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
1/24/2023	2/1/2023	$	0.0800
2/21/2023	3/1/2023	$	0.0800
3/24/2023	4/3/2023	$	0.0700
4/21/2023	5/1/2023	$	0.0700


52				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report


Record Date	Payable Date	Amount
5/23/2023	6/1/2023	$	0.0700

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 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, 2022, the Fund repurchased and retired 0.82% of its common shares outstanding under the repurchase plan. The weighted average discount per share on these repurchases was 11.99% for the year ended December 31, 2022. During the year ended December 31, 2021, the Fund did not repurchase any shares. Shares repurchased and the corresponding dollar amount are included in the Statements of Changes in Net Assets. The anti-dilutive impact of these share repurchases is included in the Financial Highlights.

Since the commencement of the stock repurchase program through December 31, 2022, the Fund repurchased 500,000 shares or 0.82% of its common shares outstanding for a total amount of $5,175,727.

8. Transactions with affiliated company

As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for all or some portion of the year ended December 31, 2022. The following transactions were effected in such company for the year ended December 31, 2022.


	Affiliate Value at December 31, 2021		Purchased				Sold
	Affiliate Value at December 31, 2021		Cost		Shares		Proceeds		Shares
Western Asset Premier Institutional Government Reserves, Premium Shares	$	2,054,211	$	260,567,734		260,567,734	$	255,781,165		255,781,165


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					53

Notes to financial statements (cont’d)

(cont’d)

Realized

Gain (Loss)

Dividend

Income

Net Increase

(Decrease) in

Unrealized

Appreciation

(Depreciation)

Affiliate

Value at

December 31,

2022

Western Asset Premier Institutional Government Reserves, Premium Shares

—

85,491

—

6,840,780

9. Income tax information and distributions to shareholders

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


	2022		2021
Distributions paid from:
Ordinary income	$	43,737,196	$	38,642,868
Tax return of capital		17,206,640		26,962,825
Total distributions paid	$	60,943,836	$	65,605,693

As of December 31, 2022, the components of distributable earnings (loss) on a tax basis were as follows:


Deferred capital losses*	$	(268,613,130)
Other book/tax temporary differences^(a)		(323,230)
Unrealized appreciation (depreciation)^(b)		(130,832,843)
Total distributable earnings (loss) — net	$	(399,769,203)

*	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 contracts and book/tax differences in the timing of the deductibility of various expenses.

^(b)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales, the difference between book and tax amortization methods for premium on fixed income securities and book/tax differences in the accrual of interest income on securities in default.

10. Recent accounting pronouncement

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU No. 2021-01, with further amendments to Topic 848. The amendments in the ASUs provide optional temporary accounting recognition and financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR and other interbank-offered based reference rates as of the end of 2021 and 2023. The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management has


54				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.

11. Other matters

The outbreak of the respiratory illness COVID-19 (commonly referred to as “coronavirus”) has continued to rapidly spread around the world, causing considerable uncertainty for the global economy and financial markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The COVID-19 pandemic could adversely affect the value and liquidity of the Fund’s investments and negatively impact the Fund’s performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.

* * *

The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR, stated that it will cease the publication of the overnight and one-, three-, six- and twelve-month USD LIBOR settings immediately following the LIBOR publication on Friday, June 30, 2023. All other LIBOR settings, including the one-week and two-month USD LIBOR settings, have ceased publication as of January 1, 2022. In March 2022, the U.S. federal government enacted legislation to establish a process for replacing LIBOR in certain existing contracts that do not already provide for the use of a clearly defined or practicable replacement benchmark rate as described in the legislation. Generally speaking, for contracts that do not contain a fallback provision as described in the legislation, a benchmark replacement recommended by the Federal Reserve Board will effectively automatically replace the USD LIBOR benchmark in the contract after June 30, 2023. The recommended benchmark replacement will be based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York, including certain spread adjustments and benchmark replacement conforming changes. There remains uncertainty regarding the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally.

* * *

Russia’s military invasion of Ukraine in February 2022, the resulting responses by the United States and other countries, and the potential for wider conflict could increase volatility and uncertainty in the financial markets and adversely affect regional and global economies. The United States and other countries have imposed broad-ranging economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to its invasion of Ukraine. The United States and other countries have also imposed economic sanctions on Belarus and may impose sanctions on other countries that support Russia’s military invasion. These sanctions, as well as any other economic consequences related to the invasion, such as additional sanctions, boycotts or changes in consumer or purchaser preferences or cyberattacks on governments, companies or


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					55

Notes to financial statements (cont’d)

individuals, may further decrease the value and liquidity of certain Russian securities and securities of issuers in other countries that are subject to economic sanctions related to the invasion. To the extent that the Fund has exposure to Russian investments or investments in countries affected by the invasion, the Fund’s ability to price, buy, sell, receive or deliver such investments was impaired. The Fund could determine at any time that certain of the most affected securities have little or no value. In addition, any exposure that the Fund may have to counterparties in Russia or in countries affected by the invasion could negatively impact the Fund’s portfolio. The extent and duration of Russia’s military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subject to sanctions) are impossible to predict, but could result in significant market disruptions, including in the oil and natural gas markets, and may negatively affect global supply chains, inflation and global growth. These and any related events could significantly impact the Fund’s performance and the value of an investment in the Fund, even beyond any direct exposure the Fund may have to Russian issuers or issuers in other countries affected by the invasion. At December 31, 2022, the Fund had 0.24% of its net assets invested in securities with significant economic risk or exposure to Russia.


56				Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report

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, 2022, the related statements of operations and cash flows for the year ended December 31, 2022, the statement of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (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, 2022, 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, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

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, 2022 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 22, 2023

We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.


Western Asset Emerging Markets Debt Fund Inc. 2022 Annual Report					57

Additional shareholder information (unaudited)

Results of annual meeting of shareholders

The Annual Meeting of Shareholders of Western Asset Emerging Markets Debt Fund Inc. was held on October 21, 2022 for the purpose of considering and voting upon the proposals presented at the Meeting. The following table provides information concerning the matters voted upon at the Meeting:

Election of Directors


Nominees	FOR		WITHHELD		ABSTAIN
William R. Hutchinson*		46,050,268		837,504		544,364
Nisha Kumar		46,019,701		874,293		538,142
Jane Trust		46,062,400		868,312		501,424

*	Mr. Hutchinson served as a Director until his passing on October 28, 2022.

At December 31, 2022, in addition to Nisha Kumar and Jane Trust, the other Directors of the Fund were as follows:

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Eileen A. Kamerick

Ratification of Selection of Independent Registered Public Accountants

To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as independent registered public accountants of the Fund for the fiscal year ended December 31, 2022.


FOR	AGAINST		ABSTAIN
46,420,696		441,149		570,291


58				Western Asset Emerging Markets Debt Fund Inc.

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, Franklin Templeton, 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 office¹and 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)		19

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 office¹and 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)		19
Other board memberships held by Director during the past five years		None


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Additional information (unaudited) (cont’d)

Information about Directors and Officers


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 office¹and 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)		19
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 office¹and 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)		19
Other board memberships held by Director during the past five years		None

William R. Hutchinson*

Year of birth		1942
Position(s) held with Fund¹		Formerly Lead Independent Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
Term of office¹and 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)		19
Other board memberships held by Director during the past five years		Director (1994 to 2021) and Non-Executive Chairman of the Board (December 2009 to April 2020), Associated Banc-Corp. (financial services company)


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Independent Directors^†(cont’d)

Eileen A. Kamerick**

Year of birth		1958
Position(s) held with Fund¹		Lead Independent Director and Member of Nominating, Compensation, Pricing and Valuation and Audit Committees, Class III
Term of office¹and length of time served		Since 2013
Principal occupation(s) during the past five years		Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016, with Directorship Certification since 2019) and NACD 2022 Directorship 100 honoree; Adjunct Professor, Georgetown University Law Center (since 2021); Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, University of Iowa College of Law (since 2007); formerly, 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)		19
Other board memberships held by Director during the past five years		Director, VALIC Company I (since October 2022); Director of ACV Auctions Inc. (since 2021); Director of Hochschild Mining plc (precious metals company) (since 2016); Director of Associated Banc-Corp (financial services company) (since 2007); formerly Trustee of AIG Funds and Anchor Series Trust (2018 to 2021)

Nisha Kumar***

Year of birth		1970
Position(s) held with Fund¹		Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of the Audit Committee, Class II
Term of office¹and length of time served		Since 2019
Principal occupation(s) during the past five years		Formerly, Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (2011 to 2021); 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)		19
Other board memberships held by Director during the past five years		Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); and Director of The Asia Tigers Fund, Inc. (2016 to 2018)


Western Asset Emerging Markets Debt Fund Inc.					61

Additional information (unaudited) (cont’d)

Information about Directors and Officers


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 office¹and length of time served		Since 2015
Principal occupation(s) during the past five years		Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 127 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015)
Number of portfolios in fund complex overseen by Director (including the Fund)		127
Other board memberships held by Director during the past five years		None

Additional Officers

Fred Jensen Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY 10017

Year of birth		1963
Position(s) held with Fund¹		Chief Compliance Officer
Term of office¹and length of time served		Since 2020
Principal occupation(s) during the past five years		Director - Global Compliance of Franklin Templeton (since 2020); Managing Director of Legg Mason & Co. (2006 to 2020); Director of Compliance, Legg Mason Office of the Chief Compliance Officer (2006 to 2020); formerly, Chief Compliance Officer of Legg Mason Global Asset Allocation (prior to 2014); Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2013); formerly, Chief Compliance Officer of The Reserve Funds (investment adviser, funds and broker-dealer) (2004) and Ambac Financial Group (investment adviser, funds and broker- dealer) (2000 to 2003)

George P. Hoyt Franklin Templeton 100 First Stamford Place, 6th Floor, Stamford, CT 06902

Year of birth		1965
Position(s) held with Fund¹		Secretary and Chief Legal Officer
Term of office¹and length of time served		Since 2020
Principal occupation(s) during the past five years		Associate General Counsel of Franklin Templeton (since 2020); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2020); formerly, Managing Director (2016 to 2020) and Associate General Counsel for Legg Mason & Co. and Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (2006 to 2020)


62				Western Asset Emerging Markets Debt Fund Inc.


Additional Officers (cont’d)

Thomas C. Mandia Franklin Templeton 100 First Stamford Place, 6th Floor, Stamford, CT 06902

Year of birth		1962
Position(s) held with Fund¹		Senior Vice President
Term of office¹and length of time served		Since 2022
Principal occupation(s) during the past five years		Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020) and Assistant Secretary of certain funds in the fund complex (2006 to 2022)

Christopher Berarducci Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY 10017

Year of birth		1974
Position(s) held with Fund¹		Treasurer and Principal Financial Officer
Term of office¹and length of time served		Since 2019
Principal occupation(s) during the past five years		Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co.

Jeanne M. Kelly Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY 10017

Year of birth		1951
Position(s) held with Fund¹		Senior Vice President
Term of office¹and length of time served		Since 2007
Principal occupation(s) during the past five years		U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain 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); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); 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”).

*	Mr. Hutchinson served as a Director until his passing on October 28, 2022.

**	Effective November 9, 2022, Ms. Kamerick became Lead Independent Director.


Western Asset Emerging Markets Debt Fund Inc.					63

Additional information (unaudited) (cont’d)

Information about Directors and Officers

***	Effective November 9, 2022, Ms. Kumar became Chair of Audit Committee.

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 2024, year 2025 and year 2023, 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.


64				Western Asset Emerging Markets Debt Fund Inc.

Annual chief executive officer and principal financial officer certifications (unaudited)

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


Western Asset Emerging Markets Debt Fund Inc.					65

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:

Franklin Resources Inc.

Compliance Department

280 Park Ave, 8th Floor

New York, NY 10017

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


66				Western Asset Emerging Markets Debt Fund Inc.

Summary of information regarding the Fund (unaudited)

Investment Objectives

The Fund’s primary investment objective is to seek high current income and its secondary investment objective is to seek capital appreciation.

Principal Investment Policies and Strategies

Under normal market conditions, the Fund invests at least 80% of its managed assets in debt securities of issuers in emerging market countries. “Emerging market country” is defined as any country which is, at the time of investment, it is (i) represented in the J.P. Morgan Emerging Markets Bond Index Global Diversified or the J.P. Morgan Corporate Emerging Market Bond Index Broad or (ii) categorized by the World Bank in its annual categorization as middle- or low-income. The Fund may invest up to 20% of its managed assets in (i) non-debt securities and (ii) non-emerging market issuers, including equity securities. Equity securities include common stocks traded on an exchange or in the over the counter market, preferred stocks, warrants, rights, convertible securities, depositary receipts, trust certificates, limited partnership interests, shares of other investment companies and real estate investment trusts (“REITs”). Except as otherwise indicated in the Fund’s prospectus, convertible securities are not subject to any minimum credit quality requirements. The Fund may invest in securities denominated in currencies of emerging market countries.

The Fund will seek to maintain an average portfolio duration between 20% above and 20% below the average duration of the JPMorgan Emerging Markets Bond Index Global Diversified.

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Fund may invest up to 100% of its managed assets in cash equivalents and short-term fixed-income securities. Upon the adviser’s recommendation, for temporary defensive purposes and in order to keep the Fund’s cash fully invested, the Fund may deviate from its investment objectives and policies and invest some or all of its managed assets in investments of non-corporate issuers, including high-quality, short-term debt securities. The Fund may not achieve its investment objectives when it does so.

The Fund may purchase Rule 144A securities for which there is a secondary market of qualified institutional buyers.

The Fund usually attempts to maintain a portfolio with a weighted average credit quality rated B3 or above by Moody’s Investor Service (“Moody’s”) or B- or above by Standard & Poor’s Corporation (“S&P”), or equivalent ratings from any nationally recognized statistical rating organization. Unrated securities will be assigned a rating by the adviser in its reasonable judgment.


Western Asset Emerging Markets Debt Fund Inc.					67

Summary of information regarding the Fund (unaudited) (cont’d)

The Fund may use leverage through borrowings, including loans from certain financial institutions, entering into reverse repurchase agreements, and/or the issuance of debt securities, and through the issuance of preferred stock. Pursuant to the 1940 Act, the Fund may use leverage through borrowings in an aggregate amount of up to approximately 33 1/3% of the Fund’s total assets less all liabilities and indebtedness not represented by senior securities (for these purposes, “total net assets”) immediately after such borrowings. Furthermore, the Fund may use leverage through the issuance of preferred stock in an aggregate amount of liquidation preference attributable to the preferred stock combined with the aggregate amount of any borrowings of up to approximately 50% of the Fund’s total net assets immediately after such issuance. In addition, the Fund may engage in additional reverse repurchase agreements and similar investment management techniques which provide leverage. Under Rule 18f-4 described below, a fund may treat reverse repurchase agreements and similar investment management techniques as subject to applicable coverage limits under the 1940 Act or treat them as derivative transactions.

The Fund may purchase and sell futures contracts, purchase and sell (or write) exchange-listed and over-the-counter put and call options on securities, financial indices and futures contracts, enter into various interest rate (such as swaps, caps, floors and collars) and currency (such as currency forward contracts, currency futures contracts and options thereon, currency swaps and options on currencies) transactions and enter into other similar transactions which may be developed in the future to the extent the adviser determines that they are consistent with the Fund’s investment objectives and policies and applicable regulatory requirements. The Fund may use any or all of these techniques at any time, and the use of any particular derivative transaction will depend on market conditions.

The Fund may engage in currency transactions with counterparties to hedge the value of portfolio securities denominated in particular currencies against fluctuations in relative value or to generate income or gain. Currency transactions include currency forward contracts, exchange-listed currency futures contracts and options thereon, exchange-listed and OTC options on currencies and currency swaps. The Fund will enter into OTC option transactions only with U.S. Government securities dealers recognized by the Federal Reserve Bank of New York as “primary dealers,” or broker-dealers, domestic or foreign banks, or other financial institutions that the adviser deems to be creditworthy.

The Fund may lend portfolio securities to brokers or dealers or other financial institutions, so long as the borrower of the loaned securities deposits cash or liquid securities with the Fund in an amount equal to a minimum of 100% of the market value of the securities lent.

The Fund may invest up to 15% of its managed assets in illiquid securities, which are securities that cannot be sold within seven days at a price which the Fund would determine to be fair value.


68				Western Asset Emerging Markets Debt Fund Inc.

The Fund may invest in distressed debt securities, which are debt securities subject to bankruptcy proceedings or otherwise in default as to the repayment of principal and/or interest at the time of acquisition by the Fund, or are rated in the lower rating categories (Ca or lower by Moody’s and CC or lower by S&P), or which, if unrated, are in the judgment of the adviser of equivalent quality. The Fund will generally not invest more than 5% of its assets in securities that are already in default or subject to bankruptcy proceedings.

The Fund may not make short sales of securities or purchase securities on margin (except for delayed delivery or when-issued transactions, such short-term credits as are necessary for the clearance of transactions and margin deposits in connection with transactions in futures contracts, options on futures contracts and options on securities and securities indices).

Principal Risk Factors

There is no assurance that the Fund will meet its investment objectives. You may lose money on your investment in the Fund. The value of the Fund’s shares may go up or down, sometimes rapidly and unpredictably. Market conditions, financial conditions of issuers represented in the Fund’s portfolio, investment strategies, portfolio management and other factors affect the volatility of the Fund’s shares. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

The following section includes a summary of the principal risks of investing in the Fund.

Investment Risk and Market Risk. An investment in the Fund is subject to investment risk, including the possible loss of the entire principal amount that you invest. Your investment in the Fund represents an indirect investment in the securities owned by the Fund. The value of these securities may increase or decrease, at times rapidly and unexpectedly. Your investment in the Fund may at any point in the future be worth less than your original investment even after taking into account the reinvestment of dividends and distributions.

Foreign (Non-U.S.) Investment Risk. A fund that invests in foreign (non-U.S.) securities may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Investments in foreign securities (including those denominated in U.S. dollars) are subject to economic and political developments in the countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies. Values may also be affected by restrictions on receiving the investment proceeds from a foreign country. Less information may be publicly available about foreign companies than about U.S. companies. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S.


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Summary of information regarding the Fund (unaudited) (cont’d)

companies. In addition, the Fund’s investments in foreign securities may be subject to the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and adverse diplomatic developments. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to non-U.S. withholding taxes, and special U.S. tax considerations may apply.

The risks of foreign investment are greater for investments in emerging markets. Under normal circumstances, the Fund will invest at least 80% of its managed assets in debt securities of emerging market issuers. Emerging market countries typically have economic and political systems that are less fully developed, and that can be expected to be less stable, than those of more advanced countries. Low trading volumes may result in a lack of liquidity and in price volatility. Emerging market countries may have policies that restrict investment by foreigners, that require governmental approval prior to investments by foreign persons, or that prevent foreign investors from withdrawing their money at will. An investment in emerging market securities should be considered speculative.

Economic and Political Risks. The economies of individual emerging market countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Further, the economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade.

With respect to any emerging market country, there is the possibility of nationalization, expropriation or confiscatory taxation, political changes, governmental regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or the value of the Fund’s investments in those countries.

Investment Controls; Repatriation. Foreign investment in certain emerging market issuers is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in certain emerging market issuers and increase the costs and expenses of the Fund. Certain emerging market countries require governmental approval prior to investments by foreign persons in a particular issuer, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries and/or impose


70				Western Asset Emerging Markets Debt Fund Inc.

additional taxes on foreign investors. Certain emerging market countries may also restrict investment opportunities in issuers in industries deemed important to national interests.

Emerging market countries may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if a deterioration occurs in an emerging market country’s balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Fund could be adversely affected by delays in, or a refusal to grant, any restrictions on investments. Investing in local markets in emerging market countries may require the Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Fund.

Market Illiquidity. No established secondary markets may exist for many of the emerging market issuer securities in which the Fund will invest. Reduced secondary market liquidity may have an adverse effect on market price and the Fund’s ability to dispose of particular instruments when necessary to meet its liquidity requirements or in response to specific economic events such as a deterioration in the creditworthiness of the issuer. Reduced secondary market liquidity for certain emerging market issuer securities may also make it more difficult for the Fund to obtain accurate market quotations for purposes of valuing its portfolio and calculating its net asset value. Market quotations are generally available on many emerging market issuer securities only from a limited number of dealers and may not necessarily represent firm bids of those dealers or prices for actual sales.

Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. The Fund may be unable or may choose not to hedge its foreign currency exposure.

Interest Rate Risk. The market price of the Fund’s investments will change in response to changes in interest rates and other factors. During periods of declining interest rates, the market price of fixed income securities generally rises. Conversely, during periods of rising interest rates, the market price of such securities generally declines. The magnitude of these fluctuations in the market price of fixed income securities is generally greater for securities with longer maturities. Additionally, such risk may be greater during the current period of historically low interest rates. Fluctuations in the market price of the Fund’s securities will not affect interest income derived from securities already owned by the Fund, but will be reflected in the Fund’s net asset value. The Fund may utilize certain strategies, including investments in structured notes or interest rate swap or cap transactions, for the purpose of reducing the interest rate sensitivity of the portfolio and decreasing the Fund’s


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Summary of information regarding the Fund (unaudited) (cont’d)

exposure to interest rate risk, although there is no assurance that it will do so or that such strategies will be successful.

Valuation Risk. The sales price the Fund could receive for any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair value methodology. These differences may increase significantly and affect Fund investments more broadly during periods of market volatility. The Fund’s ability to value its investments may be impacted by technological issues and/or errors by pricing services or other third party service providers. The valuation of the Fund’s investments involves subjective judgment.

Rated and Unrated Securities. At any one time, substantially all of the Fund’s managed assets may be invested in instruments that are low rated or unrated. Debt securities of emerging market issuers may be considered to have a credit quality rated below investment grade by internationally recognized credit rating organizations such as Moody’s and S&P. Non-investment grade securities (that is, rated Ba1 or lower by Moody’s or BB+ or lower by S&P) are commonly referred to as “junk bonds” and are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. Some of the emerging market issuer securities held by the Fund, which may not be paying interest currently or may be in payment default, may be comparable to securities rated as low as C by Moody’s or CCC or lower by S&P. These securities are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default, to be unlikely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions and/or to be in default or not current in the payment of interest or principal.

Low rated and unrated debt instruments generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. Low rated and unrated securities are especially subject to adverse changes in general economic conditions, to changes in the financial condition of their issuers and to price fluctuation in response to changes in interest rates. During periods of economic downturn or rising interest rates, issuers of low rated and unrated instruments may experience financial stress that could adversely affect their ability to make payments of principal and interest and increase the possibility of default. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of low rated and unrated securities especially in a market characterized by a low volume of trading.

Below Investment Grade Securities (High-Yield) Risk. High yield debt securities are generally subject to greater credit risks than higher-grade debt securities, including the risk of default on the payment of interest or principal. High yield debt securities are considered


72				Western Asset Emerging Markets Debt Fund Inc.

speculative, typically have lower liquidity and are more difficult to value than higher grade bonds. High yield debt securities tend to be volatile and more susceptible to adverse events, credit downgrades and negative sentiments and may be difficult to sell at a desired price, or at all, during periods of uncertainty or market turmoil.

Credit Risk and Counterparty Risk. If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults or its credit is downgraded, or is perceived to be less creditworthy, or if the value of the assets underlying a security declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer and will be disproportionately affected by a default, downgrade or perceived decline in creditworthiness.

Derivatives Risk. The Fund may utilize a variety of derivative instruments for investment or risk management purposes, such as options, futures contracts, swap agreements and credit default swaps. Using derivatives can increase Fund losses and reduce opportunities for gains when market prices, interest rates, currencies, or the derivatives themselves behave in a way not anticipated by the Fund. Using derivatives also can have a leveraging effect and increase Fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may not be available at the time or price desired, may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the Fund. Derivatives are generally subject to the risks applicable to the assets, rates, indices or other indicators underlying the derivative. The value of a derivative may fluctuate more than the underlying assets, rates, indices or other indicators to which it relates. Use of derivatives may have different tax consequences for the Fund than an investment in the underlying security, and those differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.

Effective August 19, 2022, the Fund began operating under Rule 18f-4 under the 1940 Act which, among other things, governs the use of derivative investments and certain financing transactions (e.g. reverse repurchase agreements) by registered investment companies. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a value at risk (VaR) based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives


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Summary of information regarding the Fund (unaudited) (cont’d)

risk management program. A fund that uses derivative instruments in a limited amount is not subject to the full requirements of Rule 18f-4. Compliance with Rule 18f-4 by the Fund could, among other things, make derivatives more costly, limit their availability or utility, or otherwise adversely affect their performance. Rule 18f-4 may limit the Fund’s ability to use derivatives as part of its investment strategy.

Credit default swap contracts involve heightened risks and may result in losses to the Fund. Credit default swaps may be illiquid and difficult to value. When the Fund sells credit protection via a credit default swap, credit risk increases since the Fund has exposure to both the issuer whose credit is the subject of the swap and the counterparty to the swap.

Smaller Company Risk. The Fund is subject to smaller company risk. The general risks associated with income-producing securities are particularly pronounced for securities issued by companies with smaller market capitalizations. These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. As a result, they may be subject to greater levels of credit, market and issuer risk. Securities of smaller companies may trade less frequently and in lesser volume than more widely held securities and their values may fluctuate more sharply than other securities. Companies with medium-sized market capitalizations may have risks similar to those of smaller companies.

Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called fixed income securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect the Fund’s Common Stock price, its distributions or its overall return.

Liquidity Risk. The Fund may invest up to 15% of its managed assets in illiquid securities. Liquidity risk exists when particular investments are difficult to sell. Securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the portfolio may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments in order to segregate assets or for other cash needs, the Fund may suffer a loss.

Duration Risk. The duration of a fixed-income security is a measure of the portfolio’s sensitivity to changes in interest rates. Prices of fixed-income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. Holding long duration investments exposes the Fund to certain magnified risks. These include interest rate risk, credit risk and liquidity risk as discussed above.

Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio. Western Asset and each individual portfolio manager will


74				Western Asset Emerging Markets Debt Fund Inc.

apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results.

Leverage Risk. The value of your investment may be more volatile if the fund borrows or uses instruments, such as derivatives, that have a leveraging effect on the fund’s portfolio. Other risks described in the Prospectus also will be compounded because leverage generally magnifies the effect of a change in the value of an asset and creates a risk of loss of value on a larger pool of assets than the fund would otherwise have had. The fund may also have to sell assets at inopportune times to satisfy its obligations created by the use of leverage or derivatives. The use of leverage is considered to be a speculative investment practice and may result in the loss of a substantial amount, and possibly all, of the fund’s assets. In addition, the fund’s portfolio will be leveraged if it exercises its right to delay payment on a redemption, and losses will result if the value of the fund’s assets declines between the time a redemption request is deemed to be received by the fund and the time the fund liquidates assets to meet redemption requests.

Interest Rate Transactions Risk. The Fund may enter into a swap or cap transaction to attempt to protect itself from increasing interest expenses on borrowings resulting from increasing short-term interest rates or dividend expenses on any preferred stock. A decline in interest rates may result in a decline in net amounts receivable by the Fund from the counterparty under the swap or cap (or an increase in the net amounts payable by the Fund to the counterparty under the swap), which may result in a decline in the net asset value of the Fund.

Risks of Warrants and Rights. Warrants and rights are subject to the same market risks as stocks, but may be more volatile in price. Warrants and rights do not carry the right to dividends or voting rights with respect to their underlying securities, and they do not represent any rights in the assets of the issuer. An investment in warrants or rights may be considered speculative. In addition, the value of a warrant or right does not necessarily change with the value of the underlying security and a warrant or right ceases to have value if it is not exercised prior to its expiration date. The purchase of warrants or rights involves the risk that the Fund could lose the purchase value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrants’ or rights’ expiration. Also, the purchase of warrants and rights involves the risk that the effective price paid for the warrant or right added to the subscription price of the related security may exceed the value of the subscribed security’s market price such as when there is no movement in the price of the underlying security.

Equity Securities Risk. The Fund may invest up to 20% of its managed assets in all types of equity securities. The stock markets are volatile and the market prices of the Fund’s equity securities may decline generally. Equity securities may have greater price volatility than other asset classes, such as fixed income securities, and may fluctuate in price based on


Western Asset Emerging Markets Debt Fund Inc.					75

Summary of information regarding the Fund (unaudited) (cont’d)

actual or perceived changes in a company’s financial condition and overall market and economic conditions and perceptions. If the market prices of the equity securities owned by the Fund fall, the value of your investment in the Fund will decline. If the Fund holds equity securities in a company that becomes insolvent, the Fund’s interests in the company will be subordinated to the interests of debtholders and general creditors of the company, and the Fund may lose its entire investment.

Market Price Discount from Net Asset Value. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities and may be a greater risk to investors expecting to sell their Common Stock in a relatively short period following completion of this offering. Whether investors will realize gains or losses upon the sale of the Common Stock will depend not upon the Fund’s net asset value but upon whether the market price of the Common Stock at the time of sale is above or below the investor’s purchase price for the Common Stock.

Inflation/Deflation Risk. Inflation risk is the risk that the value of certain assets or income from the Fund’s investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Stock and distributions on the Common Stock can decline. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund’s use of leverage would likely increase, which would tend to further reduce returns to stockholders. Deflation risk is the risk that prices throughout the economy decline over time—the opposite of inflation.

Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio.

Market Events Risk. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, public health events, terrorism, wars, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the fund invests in securities of issuers located in or with significant exposure to the countries or markets directly affected, the value and liquidity of the fund’s investments may be negatively affected. Following Russia’s recent invasion of Ukraine, Russian stocks lost


76				Western Asset Emerging Markets Debt Fund Inc.

all, or nearly all, of their market value. Other securities or markets could be similarly affected by past or future geopolitical or other events or conditions.

For example, the ongoing impact of COVID-19 and its subsequent variants have been rapidly evolving and have resulted in extreme volatility in the financial markets; reduced liquidity of many instruments; restrictions on international and, in some cases, local travel; significant disruptions to business operations (including business closures); strained healthcare systems; and disruptions to supply chains, consumer demand and employee availability. Some sectors of the economy and individual issuers have experienced particularly large losses. While in the process of gradually reversing, these circumstances may continue for an extended period of time and may result in a sustained domestic or even global economic downturn or recession, domestic and foreign political and social instability, damage to diplomatic and international trade relations and increased volatility and/or decreased liquidity in the securities markets. Developing or emerging market countries may be more impacted by the COVID-19 pandemic as they may have less established health care systems and may be less able to control or mitigate the effects of the pandemic. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, have taken extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic. This and other government intervention into the economy and financial markets to address the COVID-19 pandemic may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. Government actions to mitigate the economic impact of the pandemic have resulted in a large expansion of government deficits and debt, the long term consequences of which are not known. Recently, inflation and interest rates have increased and may rise further. The COVID-19 pandemic could adversely affect the value and liquidity of the fund’s investments, impair the fund’s ability to satisfy redemption requests, and negatively impact the fund’s performance. In addition, the COVID-19 pandemic, and measures taken to mitigate its effects, could result in disruptions to the services provided to the fund by its service providers.

Non-Diversification Risk. Because the Fund is classified as “non-diversified” under the 1940 Act, it can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. As a result, the Fund will be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. The Fund intends to diversify its investments to the extent necessary to maintain its status as a regulated investment company under U.S. tax laws.

Anti-Takeover Provisions Risk. The Fund’s Charter and Bylaws include provisions that are designed to limit the ability of other entities or persons to acquire control of the Fund for


Western Asset Emerging Markets Debt Fund Inc.					77

Summary of information regarding the Fund (unaudited) (cont’d)

short-term objectives, including by converting the Fund to open-end status or changing the composition of the Board, that may be detrimental to the Fund’s ability to achieve its primary investment objective. Such provisions may limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. There can be no assurance, however, that such provisions will be sufficient to deter activist investors that seek to cause the Fund to take actions that may not be aligned with the interests of long-term shareholders.

LIBOR Risk. The fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. In 2017, the U.K. Financial Conduct Authority (“FCA”) announced its intention to cease compelling banks to provide the quotations needed to sustain LIBOR after 2021. ICE Benchmark Administration, the administrator of LIBOR, ceased publication of most LIBOR settings on a representative basis at the end of 2021 and is expected to cease publication of a majority of U.S. dollar LIBOR settings on a representative basis after June 30, 2023. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. In March 2022, the U.S. federal government enacted legislation to establish a process for replacing LIBOR in certain existing contracts that do not already provide for the use of a clearly defined or practicable replacement benchmark rate as described in the legislation. Generally speaking, for contracts that do not contain a fallback provision as described in the legislation, a benchmark replacement recommended by the Federal Reserve Board will effectively automatically replace the USD LIBOR benchmark in the contract after June 30, 2023. The recommended benchmark replacement will be based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York, including certain spread adjustments and benchmark replacement conforming changes. Various financial industry groups have been planning for the transition away from LIBOR, but there remains uncertainty regarding the impact of the transition from LIBOR on the fund’s transactions and the financial markets generally. The transition away from LIBOR may lead to increased volatility and illiquidity in markets that rely on LIBOR and may adversely affect the fund’s performance. The transition may also result in a reduction in the value of certain LIBOR-based investments held by the fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses for the fund. Since the usefulness of LIBOR as a benchmark could also deteriorate during the transition period, effects could occur at any time.

Operational risk. The valuation of the Fund’s investments may be negatively impacted because of the operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and


78				Western Asset Emerging Markets Debt Fund Inc.

technology, changes in personnel, and errors caused by third party service providers or trading counterparties. It is not possible to identify all of the operational risks that may affect the Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. The Fund and its shareholders could be negatively impacted as a result.

Cybersecurity risk. Cybersecurity incidents, both intentional and unintentional, may allow an unauthorized party to gain access to Fund assets, Fund or proprietary information, cause the Fund, the Fund’s manager and subadviser and/or their service providers to suffer data breaches, data corruption or loss of operational functionality or prevent fund investors from purchasing, redeeming or exchanging shares or receiving distributions. The Fund, manager and subadviser have limited ability to prevent or mitigate cybersecurity incidents affecting third party service providers, and such third party service providers may have limited indemnification obligations to the Fund or the manager. Cybersecurity incidents may result in financial losses to the Fund and its shareholders, and substantial costs may be incurred in an effort to prevent or mitigate future cybersecurity incidents. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of these securities could decline if the issuers experience cybersecurity incidents.

More Information

For a complete list of the Fund’s fundamental investment restrictions and more detailed descriptions of the Fund’s investment policies, strategies and risks, see the Fund’s registration statement on Form N-14 that was declared effective by the SEC on September 26, 2016. The Fund’s fundamental investment restrictions may not be changed without the approval of the holders of a majority of the outstanding voting securities, as defined in the 1940 Act.


Western Asset Emerging Markets Debt Fund Inc.					79

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 P.O. Box 43006, Providence, RI 02940-3078 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;


80				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 P.O. Box 43006, Providence, RI 02940-3078 or by calling the Plan Agent at 1-888-888-0151.


Western Asset Emerging Markets Debt Fund Inc.					81

Important tax information (unaudited)

By mid-February, tax information related to a shareholder’s proportionate share of distributions paid during the preceding calendar year will be received, if applicable. Please also refer to www.franklintempleton.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax advisors for further information on the treatment of these amounts on their tax returns.

The following tax information for the Fund is required to be furnished to shareholders with respect to income earned and distributions paid during its fiscal year.

The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended December 31, 2022:


	Pursuant to:	Amount Reported
Section 163(j) Interest Earned	§163(j)		$65,496,032


82				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

Eileen A. Kamerick

Nisha Kumar

Jane Trust

Chairman

Officers

Jane Trust

President and Chief Executive Officer

Christopher Berarducci

Treasurer and Principal Financial Officer

Fred Jensen

Chief Compliance Officer

George P. Hoyt

Secretary and Chief Legal Officer

Thomas C. Mandia

Senior Vice President

Jeanne M. Kelly

Senior Vice President

Western Asset Emerging Markets Debt Fund Inc.

620 Eighth Avenue

47th 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.

P.O. Box 43006

Providence, RI 02940-3078

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

Legal counsel

Simpson Thacher & Bartlett LLP

900 G Street NW

Washington, DC 20001

New York Stock Exchange Symbol

EMD

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 the Western Asset Money Market Funds sold by the Funds’ distributor, Franklin Distributors, 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; and

•

Online account access user IDs, passwords, security challenge question responses.

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, 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.franklintempleton.com, or contact the Funds at 1-877-721-1926 for the Western Asset Money Market Funds or 1-888-777-0102 for the Legg Mason-sponsored closed-end funds.

Revised October 2022

NOT PART OF THE ANNUAL REPORT

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

Legg Mason California Consumer Privacy Act Policy

Although much of the personal information we collect is “nonpublic personal information” subject to federal law, residents of California may, in certain circumstances, have additional rights under the California Consumer Privacy Act (“CCPA”). For example, if you are a broker, dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s) or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined by the CCPA).

In addition to the provisions of the Legg Mason Funds Security and Privacy Notice, you may have the right to know the categories and specific pieces of personal information we have collected about you.

You also have the right to request the deletion of the personal information collected or maintained by the Funds.

If you wish to exercise any of the rights you have in respect of your personal information, you should advise the Funds by contacting them as set forth below. The rights noted above are subject to our other legal and regulatory obligations and any exemptions under the CCPA. You may designate an authorized agent to make a rights request on your behalf, subject to the identification process described below. We do not discriminate based on requests for information related to our use of your personal information, and you have the right not to receive discriminatory treatment related to the exercise of your privacy rights.

We may request information from you in order to verify your identity or authority in making such a request. If you have appointed an authorized agent to make a request on your behalf, or you are an authorized agent making such a request (such as a power of attorney or other written permission), this process may include providing a password/passcode, a copy of government issued identification, affidavit or other applicable documentation, i.e. written permission. We may require you to verify your identity directly even when using an authorized agent, unless a power of attorney has been provided. We reserve the right to deny a request submitted by an agent if suitable and appropriate proof is not provided.

For the 12-month period prior to the date of this Privacy Policy, the Legg Mason Funds have not sold any of your personal information; nor do we have any plans to do so in the future.

Contact Information

Address: Data Privacy Officer, 100 International Dr., Baltimore, MD 21202

Email: DataProtectionOfficer@franklintempleton.com

Phone: 1-800-396-4748

Revised October 2022

NOT PART OF THE ANNUAL REPORT

Western Asset Emerging Markets Debt Fund Inc.

Western Asset Emerging Markets Debt Fund Inc.

620 Eighth Avenue

47th 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 are available on the SEC’s website at www.sec.gov. To obtain information on Form 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.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on Franklin Templeton’s website, which can be accessed at www.franklintempleton.com. Any reference to Franklin Templeton’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate Franklin Templeton’s website in this report.

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.

P.O. Box 43006

Providence, RI 02940-3078

WAS0020 2/23 SR23-4598

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 and Nisha Kumar, are the members 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”.

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending December 31, 2021 and December 31, 2022 (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 $63,637 in December 31, 2021 and $63,637 in December 31, 2022.

(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, 2021 and $0 in December 31, 2022.

(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 $10,000 in December 31, 2021 and $10,000 in December 31, 2022. 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 $0 in December 31, 2021 and $0 in December 31, 2022.

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) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(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 $343,489 in December 31, 2021 and $350,359 in December 31, 2022.

(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.

(i) Not applicable.

(j) Not applicable.

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

Eileen A. Kamerick

Nisha Kumar

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 Franklin Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

Procedures

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:

•

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’s Legal and Compliance Department 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 Rule 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

A copy of Western Asset’s proxy voting policies and procedures.

Copies of proxy statements received with respect to securities in client accounts.

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 a period of not less than five years with the first two years in Western Asset’s offices.

Disclosure

Western Asset’s proxy policies and procedures are described in the firm’s Part 2A of Form ADV. Clients are provided with a copy of these policies and procedures upon request. In addition, clients may receive reports on how their proxies have been voted, upon request.

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

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

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 are based 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.

Situations can arise in which more than one Western Asset client invests in instruments of the same issuer or in which a single client may invest in instruments of the same issuer but in multiple accounts or strategies. Multiple clients or the same client in multiple accounts or strategies may have different investment

objectives, investment styles, or investment professionals involved in making decisions. While there may be differences, votes are always cast in the best interests of the client and the investment objectives agreed with Western Asset. As a result, there may be circumstances where Western Asset casts different votes on behalf of different clients or on behalf of the same client with multiple accounts or strategies.

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:

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.

Reporting of Financially Material Information

Western Asset generally believes issuers should disclose information that is material to their business. This principle extends to Environmental, Social and Governance matters. What qualifies as “material” can vary, so votes are cast on a case by case basis but consistent with the overarching principle.

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:

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.

Environmental or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.

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.

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.

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.

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.

V.	*Environmental, Social and Governance Matters*

Western Asset considers ESG matters as part of the overall investment process. The Firm seeks to identify and consider material risks to the investment thesis, including material risks presented by ESG factors. While Western Asset is primarily a fixed income manager, opportunities to vote proxies are considered on the investment merits of the instruments and strategies involved.

As a general proposition, Western Asset votes to encourage disclosure of information material to their business. This principle extends to Environmental, Social and Governance matters. What qualifies as “material” can vary, so votes are cast on a case by case basis but consistent with the overarching principle. Western Asset recognizes that objective standards and criteria may not be available or universally agreed and that there may be different views and subjective analysis regarding factors and their significance.

As a general matter, Western Asset votes to encourage management and governance practices that enhance the strength of the issuer, build value for investors, and mitigate risks that might threaten their ability to operate and navigate competitive pressures.

Targeted environmental or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.

Western Asset’s engagement process is aligned with the principles of the United Nations Global Compact (UNGC) and engages with issuers on the principles enshrined within it. Some of these issues include, but are not restricted to, Climate Risk and Environmental Management, Diversity and Development of Talent, Human Rights and Supply Chain Management, Product Safety and Security, Transparency in Reporting and Governance and Corporate Management As such, Western Asset seeks to integrate ESG principles into investment analysis where applicable and consistent with the Firm’s fiduciary duties. Although bondholders possess very different legal

rights than shareholders, Western Asset believes it can impact ESG practices given its role in determining issuers’ cost of debt capital. By reinforcing the linkage between ESG practices and the cost of capital in meetings with issues, Western Asset seeks to guide issuers to improve their behavior around material ESG issues. Proxy voting practices reflect these priorities.

Situations can arise in which different clients and strategies have explicit ESG objectives beyond generally taking into account material ESG risks. Votes may be cast for such clients with the ESG objectives in mind. Votes involving ESG proposals that are not otherwise addressed in this policy will be voted on a case-by-case basis consistent with the Firm’s fiduciary duties to its clients, the potential consequences to the investment thesis for that issuer, and the specific facts and circumstances of each proposal.

Retirement Accounts

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.

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

PROXY GATHERING

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 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.

BOARD APPROVAL PROPOSALS

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 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.

•

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

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

•

VOTING SHARES OF FOREIGN ISSUERS

•

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;

•

RETIREMENT ACCOUNTS

Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.

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.

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:

Proxies are reviewed to determine accounts impacted.

Impacted accounts are checked to confirm WAMJ voting authority.

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.

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.

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 copy of WAMJ’s policies and procedures.

Copies of proxy statements received regarding client securities.

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

Each written client request for proxy voting records and WAMJ’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 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:

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.

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:

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:

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

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:

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.

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

WAMJ 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, 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.

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.

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

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

WAMJ votes for proposals authorizing share repurchase programs.

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

Matters relating to Anti-Takeover Measures

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

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

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

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.

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

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:

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

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

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.

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

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

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.

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

Client Authority

Proxy Gathering

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, (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.

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

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

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 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

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

•

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 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.

•

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

•

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 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

•

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 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, 2022.

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

146.14 billion

None

Other Pooled
Vehicles

316

70.47 billion

$2.74 billion

Other Accounts

638

177.25 billion

$15.16 billion

Kevin J. Ritter‡

Other Registered
Investment
Companies

58 million

None

Other Pooled
Vehicles

1.90 billion

None

Other Accounts

2.68 billion

None

Mark Hughes‡

Other Registered
Investment
Companies

10 million

None

Other Pooled
Vehicles

1.90 billion

None

Other Accounts

2.68 billion

None

Chia-Liang Lian‡

Other Registered
Investment
Companies

6.13 billion

None

Other Pooled
Vehicles

4.50 billion

$594 million

Other Accounts

5.35 billion

$999 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

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 1940 Act and Rule 204A-1 under the Advisers Act 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.

Investment Professional Compensation

With respect to the compensation of the Fund’s investment professionals, the Subadviser’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 the 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 and 5 years having a larger 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 Fund) 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 investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.

(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, 2022.


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

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


	(a)		(b)		(c)		(d)
Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 through January 31		0		0		0		6,074,601
February 1 through February 28		0		0		0		6,074,601
March 1 through March 31		500,000	$	10.35		500,000		5,574,601
April 1 through April 30		0		0		0		5,574,601
May 1 through May 31		0		0		0		5,574,601
June 1 through June 30		0		0		0		5,574,601
July 1 through July 31		0		0		0		5,574,601
August 1 through August 31		0		0		0		5,574,601
September 1 through September 30		0		0		0		5,574,601
October 1 through October 31		0		0		0		5,574,601
November 1 through November 30		0		0		0		5,574,601
December 1 through December 31		0		0		0		5,574,601
Total		500,000	$	10.35		500,000		5,574,601

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 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:		February 27, 2023

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:		February 27, 2023

By:		/s/ Christopher Berarducci
		Christopher Berarducci
		Principal Financial Officer

Date:		February 27, 2023