INVESTMENT MANAGEMENT AGREEMENT



                SALOMON BROTHERS EMERGING MARKETS DEBT FUND INC.

                            300 First Stamford Place

                           Stamford, Connecticut 06902



                                                               November __, 2003



Salomon Brothers Asset Management Inc

300 First Stamford Place

Stamford, Connecticut 06902



Dear Sirs:



          This will confirm the agreement between the undersigned (the "Fund")

and you (the "Investment Manager") as follows:



          1.  The Fund is a newly organized, closed-end, non-diversified

management investment company registered under the Investment Company Act of

1940, as amended (the "1940 Act"). The Fund proposes to engage in the business

of investing and reinvesting its assets in the manner and in accordance with the

investment objective and limitations specified in the Fund's Articles of

Incorporation, as amended (the "Articles") and the currently effective

prospectus, including the documents incorporated by reference therein (the

"Prospectus"), relating to the Fund included in the Fund's Registration

Statement, as amended from time to time (the "Registration Statement"), filed by

the Fund under the 1940 Act, and the Securities Act of 1933, as amended. Copies

of the documents referred to in the preceding sentence have been furnished to

the Investment Manager. Any amendments to these documents shall be furnished to

the Investment Manager.



          2.  The Fund employs the Investment Manager to (a) make investment

strategy decisions for the Fund, (b) manage the investing and reinvesting of the

Fund's assets as specified in Paragraph 1, (c) place purchase and sale orders on

behalf of the Fund, (d) provide continuous supervision of the Fund's investment

portfolio, (e) provide or procure the provision of research and statistical data

in relation to investing and other matters within the scope of the investment

objectives and limitations of the Fund and (f) provide the following services

for the Fund: (A) compliance with the rules and regulations of the Securities

and Exchange Commission, including record keeping, reporting requirements and

preparation of registration statements and proxies to the extent such records,

reports and documents are not maintained or furnished by the Fund's transfer

agent, custodian, administrator or other agents employed by the Fund; (B)

supervision of Fund operations, including coordination of functions of the

transfer agent, custodian, accountants, counsel and other parties performing

services or operational functions for the Fund; (C) administrative and clerical

services, including accounting services, development of new shareholder services

and maintenance of books and records to the extent such services are not

otherwise provided by the Fund's transfer agent, custodian, administrator or

other agents employed by the Fund; and (D) services to Fund shareholders,

including responding to shareholder inquiries and maintaining a flow of

information to shareholders. The Investment



{PAGE}



                                                                               2



Manager shall have the sole ultimate discretion over investment decisions for

the Fund. At the Investment Manager's own expense and subject to its

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC