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ITEM 1.
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REPORT TO STOCKHOLDERS.
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The Annual Report to Stockholders is filed herewith.
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Annual Report
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September 30, 2020
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WESTERN ASSET
VARIABLE RATE
STRATEGIC FUND INC. (GFY)
Beginning in or after March 2021, as permitted by regulations adopted by the Securities and Exchange Commission, the
Fund intends to no longer mail paper copies of the Funds shareholder reports like this one, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary (such as a broker-dealer or bank).
Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you invest through a financial intermediary and you already elected to receive shareholder reports electronically (e-delivery), you will not be affected by this change and you need not take any action. If you have not already elected e-delivery, you may elect to receive
shareholder reports and other communications from the Fund electronically by contacting your financial intermediary.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies
of your shareholder reports. That election will apply to all Legg Mason Funds held in your account at that financial intermediary. If you are a direct shareholder with the Fund, you can call the Fund at 1-888-888-0151, or write to the Fund by regular mail at P.O. Box 505000, Louisville, KY 40233 or by overnight delivery to Computershare, 462 South 4th Street,
Suite 1600, Louisville, KY 40202 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account held directly with the fund complex.
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INVESTMENT PRODUCTS: NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE
VALUE
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Fund objective
The Funds investment objective is to maintain a high level of current income.
The Fund invests primarily in variable rate instruments of U.S. and non-U.S. issuers, including U.S. and non-U.S. investment grade and
high-yield debt, senior loans, emerging market debt and derivatives related to these securities.
Letter from the chairman
Dear Shareholder,
We are pleased to provide the annual report of Western Asset Variable Rate Strategic Fund Inc. for the twelve-month reporting period ended
September 30, 2020. Please read on for a detailed look at prevailing economic and market conditions during the Funds reporting period and to learn how those conditions have affected Fund performance.
Special shareholder notices
On July 31,
2020, Franklin Resources, Inc. (Franklin Resources) acquired Legg Mason, Inc. (Legg Mason) in an all-cash transaction. As a result of the transaction, Legg Mason Partners Fund Advisor,
LLC (LMPFA) and the subadvisers became indirect, wholly-owned subsidiaries of Franklin Resources. Under the Investment Company Act of 1940, as amended, consummation of the transaction automatically terminated the management and
subadvisory agreements that were in place for the Fund prior to the transaction. The Funds manager and subadvisers continue to provide uninterrupted services with respect to the Fund pursuant to interim management and subadvisory agreements
that were approved by the Funds board. Franklin Resources, whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403, is a global investment management organization operating, together with its subsidiaries, as
Franklin Templeton. As of September 30, 2020, after giving effect to the transaction described above, Franklin Templetons asset management operations had aggregate assets under management of approximately $1.4 trillion.
On July 9, 2020, the Board of Directors of Western Asset Variable Rate Strategic Fund Inc. announced that the Board had approved a plan of liquidation and
dissolution (the Plan) of the Fund, subject to stockholder approval of the Plan in accordance with Maryland law. The Plan will become effective only upon (a) its adoption and approval by the holders of a majority of the votes
entitled to be cast by the outstanding shares of capital stock of the Fund and (b) the satisfactory
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II
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Western Asset Variable Rate Strategic Fund Inc.
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resolution in the sole discretion of the Board of any and all claims pending against the Fund and/or the Board. To
ensure an orderly liquidation of its assets, the Fund may deviate from its investment objective and strategies. In connection with the proposal to approve the Plan, the Fund filed a definitive proxy statement with the SEC on October 1, 2020,
mailing said proxy statement to shareholders of record on or about that date. A special meeting of stockholders is scheduled for November 13, 2020, for the purposes of considering and voting upon the liquidation. If the liquidation is approved
by stockholders, management, under the oversight of the Board, will proceed to wind up the Funds affairs as soon as reasonably practicable thereafter in a timeframe that allows for an orderly liquidation of portfolio holdings under
then-current market conditions. The Fund anticipates that the liquidation will occur on or around November 20, 2020. The Fund cannot predict at this time how long it will take to accomplish an orderly liquidation.
As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the
support you receive from your financial advisor. One way we accomplish this is through our website, www.lmcef.com. Here you can gain immediate access to market and investment information, including:
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Fund prices and performance,
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Market insights and commentaries from our portfolio managers, and
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A host of educational resources.
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We look
forward to helping you meet your financial goals.
Sincerely,
Jane Trust, CFA
Chairman, President and Chief Executive Officer
October 30, 2020
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Western Asset Variable Rate Strategic Fund Inc.
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III
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Fund overview
Q. What is the Funds investment strategy?
A. The Fund seeks to maintain a high level of current income. The Fund invests primarily in variable rate instruments of U.S. and non-U.S. issuers, including U.S. and non-U.S. investment grade and high-yield debt, senior loans, emerging market debt and derivatives related to these securities.
At Western Asset Management Company, LLC (Western Asset), the Funds 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 Assets 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, John Bellows, Mark Lindbloom, Fred Marki, and Julien Scholnick.
Q. What were the overall market conditions during the Funds reporting period?
A. Fixed income markets, in general, posted mixed results over the twelve-month reporting period ended September 30, 2020. Most spread sectors (non-Treasuries)
lagged equal durationi Treasuries amid periods of heightened volatility. This was driven by a number of factors, including extreme risk aversion as the COVID-19 pandemic escalated, sharply falling global
growth, aggressive monetary policy accommodation from the Federal Reserve Board (the Fed)ii, ongoing trade conflicts and a number of geopolitical issues.
Both short- and long-term U.S. Treasury yields moved sharply lower during the reporting period. The yield for the two-year Treasury note began the reporting period at 1.63%
and rose as high as 1.68% on November 7 and 8, 2019. The low for the period of 0.11% occurred several times toward the end of July 2020, the beginning of August 2020, and the end of September 2020, and ended the period at 0.13%. The yield for
the ten-year Treasury began the reporting period at 1.68% and moved as high as 1.94% on November 8, 2019. The low of 0.52% occurred on August 4, 2020, and ended the period at 0.69%.
All told, the Bloomberg Barclays U.S. Aggregate Indexiii returned 6.98% for the twelve months ended September 30, 2020. For comparison purposes, riskier fixed
income securities, including high-yield bonds and emerging market debt, produced weaker results. Over the fiscal year, the Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Cap Indexiv and the JPMorgan Emerging Markets Bond Index Global
(EMBI Global)v returned 3.20% and 2.47%, respectively.
Q. How did we respond to these changing market conditions?
A. Subject to shareholder approval, the Fund is scheduled to liquidate in November 2020. As a result, as we neared the end of the reporting
period, the Fund meaningfully reduced its spread sector positions to prepare for a return of capital. The Fund did so by allowing some securities to mature, while others were sold. Sale decisions were largely made in the third
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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1
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Fund overview (contd)
quarter of 2020, after the market had witnessed a meaningful recovery following the COVID-19 crisis period and as the Fund neared its scheduled liquidation date.
The use of leverage was tactically
managed during the reporting period. We ended the period with no leverage in the Fund, versus roughly 20% at the beginning of the period. The use of leverage detracted from results.
During the reporting period, the Fund utilized U.S. Treasury futures and options, Eurodollar futures and options, and interest rate swaps to manage the portfolios duration and yield curvevi exposure.
Collectively, these positions detracted from performance. Additionally, currency forwards, which were used to manage the Funds currency exposure, were overall neutral for results.
Performance review
For the twelve months ended September 30, 2020, Western Asset Variable
Rate Strategic Fund Inc. returned -2.00% based on its net asset value (NAV)vii and 6.94% based on its New York Stock Exchange (NYSE) market price per share. The Funds unmanaged
benchmark, the ICE BofA US Dollar 3-Month Deposit Offered Rate Constant Maturity Indexviii, returned 1.57% for the same period. The Lipper Global Income Closed-End
Funds Category Averageix returned -0.83% over the same time frame. Please note that Lipper performance returns are based on each funds NAV.
During the twelve-month period, the Fund made distributions to
shareholders totaling $0.93 per share of which $0.31 will be treated as a return of capital for tax purposes*. The performance table shows the Funds twelve-month total return based on its NAV and market price as of September 30, 2020.
Past performance is no guarantee of future results.
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Performance Snapshot as of September 30, 2020
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Price Per Share
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12-Month
Total Return**
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$16.48 (NAV)
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-2.00
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%
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$16.40 (Market Price)
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6.94
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%
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All figures represent past performance and are not a guarantee of future results.
** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees,
operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
Total return assumes the reinvestment of all distributions, including returns of capital, at NAV.
Total return assumes the reinvestment of all distributions, including returns of capital, in additional shares in accordance with the Funds Dividend
Reinvestment Plan.
*
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For the tax character of distributions paid during the fiscal year ended September 30, 2020, please refer to page 29 of this report.
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2
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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Q. What were the leading contributors to performance?
A. The largest contributor to the Funds relative performance during the reporting period was its duration positioning. In particular, having a duration
that was longer than that of the benchmark was positive for results, as rates moved sharply lower across the yield curve during the period. Tactical yield curve positioning was also additive for returns.
The Funds allocations to both high-yield and investment-grade corporate bonds were positive for performance, as their spreads narrowed after widening sharply
in the spring of 2020. Elsewhere, the Funds allocation to asset-backed securities was rewarded.
Q. What were the leading
detractors from performance?
A. The largest detractors from the Funds relative performance during the reporting period were asset
allocation and security selection. In particular, the Funds positioning within the non-agency residential mortgage-backed security and commercial mortgage-backed security sectors were meaningful
detractors from results.
The Funds emerging market currency exposure was also a headwind for performance, as a number of currencies depreciated
versus the U.S. dollar over the reporting period.
Looking for additional information?
The Fund is traded under the symbol GFY and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available
online under the symbol XGFYX on most financial websites. Barrons and The Wall Street Journals Monday edition both carry closed-end fund tables that provide additional
information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com (click on the name of the Fund).
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 Funds current NAV,
market price and other information.
Thank you for your investment in Western Asset Variable Rate Strategic Fund Inc. As always, we appreciate that you
have chosen us to manage your assets and we remain focused on achieving the Funds investment goals.
Sincerely,
Western Asset Management Company, LLC
October 30, 2020
RISKS: The Fund is a non-diversified, closed-end management investment company designed primarily as a
long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective.
The Funds common stock is traded on the New York Stock Exchange. Similar to stocks, the Funds share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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3
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Fund overview (contd)
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 invests in fixed
income securities which are subject to a number of risks, such as inflation risk, interest rate risk and credit risk, including the risk of nonpayment of scheduled interest or loan payments, which could lower the Funds value. As interest rates
rise, the value of a fixed income portfolio generally declines, reducing the value of the Fund. However, the Fund can normally be expected to have less significant interest rate related fluctuations in its NAV than investment companies investing
primarily in fixed-rate fixed income securities (other than money market funds) because the floating or variable rate securities in which the Fund invests float in response to changes in prevailing market interest rates. The Fund may invest in
high-yield and foreign securities, including emerging markets, which involve risks beyond those inherent solely in higher rated and domestic investments. Lower-rated high yield bonds, commonly known as junk bonds, involve greater credit
and liquidity risks than investment grade bonds. Investing in foreign securities is subject to certain risks typically not associated with domestic investing, such as currency fluctuations and political, social and economic uncertainties, which
could increase 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.
Derivatives, such as options or futures, can be illiquid and hard to value, especially in declining markets. A small investment in certain derivatives may have a potentially large impact on Fund performance.
Portfolio holdings and breakdowns are as of September 30, 2020 and are subject to change and may not be representative of the portfolio managers current
or future investments. Please refer to pages 7 through 8 for a list and percentage breakdown of the Funds 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 Funds sector holdings (as a percentage of total net assets) as
of September 30, 2020 were: Short-Term Investments (98.4%) and Consumer Discretionary (0.3%). The Funds 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.
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4
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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i
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Duration is the measure of the price sensitivity of a fixed income security to an interest rate change of 100 basis points. Calculation is based on the weighted
average of the present values for all cash flows.
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ii
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The Federal Reserve Board (the Fed) is responsible for the formulation of U.S. policies designed to promote economic growth, full employment, stable
prices, and a sustainable pattern of international trade and payments.
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iii
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The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment
grade or higher, and having at least one year to maturity.
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iv
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The Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate
High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market.
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v
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The JPMorgan Emerging Markets Bond Index Global (EMBI Global) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging
market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments.
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vi
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The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.
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vii
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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 Funds market price as determined by supply of and demand for the Funds shares.
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viii
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The ICE BofA US Dollar 3-Month Deposit Offered Rate Constant Maturity Index (formerly known as ICE BofAML USD LIBOR 3-Month Constant Maturity Index) is based on the assumed purchase of a synthetic instrument having three months to maturity and with a coupon equal to the closing quote for three-month LIBOR. That issue is sold the
following day (priced at a yield equal to the current day closing three-month LIBOR rate) and is rolled into a new three-month instrument. The index, therefore, will always have a constant maturity equal to exactly three months.
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ix
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Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period
ended September 30, 2020, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 18 funds in the Funds Lipper category.
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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5
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Fund at a
glance (unaudited)
Investment breakdown (%) as a percent of total investments
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The bar graph above represents the composition of the Funds investments as of September 30, 2020 and does not include derivatives, such as
forward foreign currency contracts. The Fund is actively managed. As a result, the composition of the Funds investments is subject to change at any time.
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6
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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Schedule of investments
September 30, 2020
Western Asset Variable Rate Strategic Fund Inc.
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Security
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Rate
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Maturity
Date
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Face
Amount
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|
|
Value
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Senior Loans 0.3%
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|
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|
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Consumer Discretionary 0.3%
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|
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|
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Specialty Retail 0.3%
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Michaels Stores Inc., 2018 New Replacement Term Loan B (1 mo. USD LIBOR + 2.500%)
(Cost
$229,888)
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3.500
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%
|
|
|
1/30/23
|
|
|
$
|
231,840
|
|
|
$
|
231,666
|
(a)(b)(c)
|
Total Investments before Short-Term Investments (Cost
$229,888)
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|
|
|
|
|
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|
231,666
|
|
|
|
|
|
|
|
|
|
|
|
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Shares
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|
|
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Short-Term Investments 98.4%
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Dreyfus Government Cash Management, Institutional Shares
(Cost $75,685,245)
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0.019
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%
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|
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75,685,245
|
|
|
|
75,685,245
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Total Investments 98.7% (Cost $75,915,133)
|
|
|
|
75,916,911
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Other Assets in Excess of Liabilities 1.3%
|
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1,032,710
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Total Net Assets 100.0%
|
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$
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76,949,621
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(a)
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Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to multiple contracts under the same loan.
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(b)
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Senior loans may be considered restricted in that the Fund ordinarily is contractually obligated to receive approval from the agent bank and/or borrower prior to
the disposition of a senior loan.
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(c)
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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.
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Abbreviation(s) used in this schedule:
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LIBOR
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London Interbank Offered Rate
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USD
|
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United States Dollar
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At September 30, 2020, the Fund had the following open forward foreign currency contracts:
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Currency
Purchased
|
|
|
Currency
Sold
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|
|
Counterparty
|
|
Settlement
Date
|
|
|
Unrealized
Appreciation
(Depreciation)
|
|
CAD
|
|
|
180,000
|
|
|
USD
|
|
|
131,511
|
|
|
BNP Paribas SA
|
|
|
10/16/20
|
|
|
$
|
3,676
|
|
CAD
|
|
|
510,000
|
|
|
USD
|
|
|
372,613
|
|
|
BNP Paribas SA
|
|
|
10/16/20
|
|
|
|
10,417
|
|
MXN
|
|
|
7,980,000
|
|
|
USD
|
|
|
353,535
|
|
|
Citibank N.A.
|
|
|
10/16/20
|
|
|
|
6,677
|
|
USD
|
|
|
86,589
|
|
|
GBP
|
|
|
69,377
|
|
|
Citibank N.A.
|
|
|
10/16/20
|
|
|
|
(2,939)
|
|
BRL
|
|
|
122,330
|
|
|
USD
|
|
|
23,109
|
|
|
Goldman Sachs Group Inc.
|
|
|
10/16/20
|
|
|
|
(1,337)
|
|
GBP
|
|
|
69,377
|
|
|
USD
|
|
|
89,465
|
|
|
Goldman Sachs Group Inc.
|
|
|
10/16/20
|
|
|
|
62
|
|
MXN
|
|
|
6,090,000
|
|
|
USD
|
|
|
266,067
|
|
|
Goldman Sachs Group Inc.
|
|
|
10/16/20
|
|
|
|
8,832
|
|
USD
|
|
|
22,766
|
|
|
BRL
|
|
|
122,330
|
|
|
Goldman Sachs Group Inc.
|
|
|
10/16/20
|
|
|
|
993
|
|
USD
|
|
|
844,076
|
|
|
CAD
|
|
|
1,111,353
|
|
|
Goldman Sachs Group Inc.
|
|
|
10/16/20
|
|
|
|
9,407
|
|
See Notes to Financial
Statements.
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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7
|
Schedule of investments
(contd)
September 30, 2020
Western Asset Variable Rate Strategic Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
Purchased
|
|
|
Currency
Sold
|
|
|
Counterparty
|
|
Settlement
Date
|
|
|
Unrealized
Appreciation
(Depreciation)
|
|
USD
|
|
|
664,887
|
|
|
MXN
|
|
|
14,070,000
|
|
|
Goldman Sachs Group Inc.
|
|
|
10/16/20
|
|
|
$
|
29,776
|
|
CAD
|
|
|
421,353
|
|
|
USD
|
|
|
310,500
|
|
|
JPMorgan Chase & Co.
|
|
|
10/16/20
|
|
|
|
5,953
|
|
Total
|
|
|
$
|
71,517
|
|
|
|
|
Abbreviation(s) used in this table:
|
|
|
BRL
|
|
Brazilian Real
|
|
|
CAD
|
|
Canadian Dollar
|
|
|
GBP
|
|
British Pound
|
|
|
MXN
|
|
Mexican Peso
|
|
|
USD
|
|
United States Dollar
|
See Notes to Financial
Statements.
|
|
|
8
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
Statement of assets and liabilities
September 30, 2020
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
Investments, at value (Cost $75,915,133)
|
|
$
|
75,916,911
|
|
Foreign currency, at value (Cost $1)
|
|
|
1
|
|
Cash
|
|
|
1,719
|
|
Receivable for securities sold
|
|
|
1,447,926
|
|
Unrealized appreciation on forward foreign currency contracts
|
|
|
75,793
|
|
Deposits held in escrow (Note 2)
|
|
|
59,123
|
|
Deposits with brokers for futures contracts
|
|
|
30,155
|
|
Interest receivable
|
|
|
5,003
|
|
Security litigation proceeds receivable
|
|
|
2,067
|
|
Foreign currency collateral for centrally cleared swap contracts, at value (Cost $126)
|
|
|
128
|
|
Deposits with brokers for centrally cleared swap contracts
|
|
|
21
|
|
Prepaid expenses
|
|
|
4,175
|
|
Total Assets
|
|
|
77,543,022
|
|
|
|
Liabilities:
|
|
|
|
|
Distributions payable
|
|
|
361,801
|
|
Investment management fee payable
|
|
|
106,974
|
|
Audit and tax fees payable
|
|
|
78,092
|
|
Due to broker
|
|
|
12,852
|
|
Unrealized depreciation on forward foreign currency contracts
|
|
|
4,276
|
|
Directors fees payable
|
|
|
4,247
|
|
Accrued expenses
|
|
|
25,159
|
|
Total Liabilities
|
|
|
593,401
|
|
Total Net Assets
|
|
$
|
76,949,621
|
|
|
|
Net Assets:
|
|
|
|
|
Par value ($0.001 par value; 4,668,407 shares issued and outstanding; 100,000,000 shares authorized)
|
|
$
|
4,668
|
|
Paid-in capital in excess of par value
|
|
|
88,759,338
|
|
Total distributable earnings (loss)
|
|
|
(11,814,385)
|
|
Total Net Assets
|
|
$
|
76,949,621
|
|
|
|
Shares Outstanding
|
|
|
4,668,407
|
|
|
|
Net Asset Value
|
|
|
$16.48
|
|
See Notes to Financial
Statements.
|
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
|
9
|
Statement of operations
For the Year Ended September 30, 2020
|
|
|
|
|
|
|
Investment Income:
|
|
|
|
|
Interest
|
|
$
|
3,901,411
|
|
Dividends
|
|
|
80,784
|
|
Total Investment Income
|
|
|
3,982,195
|
|
|
|
Expenses:
|
|
|
|
|
Investment management fee (Note 2)
|
|
|
726,324
|
|
Interest expense (Note 3)
|
|
|
323,333
|
|
Audit and tax fees
|
|
|
78,092
|
|
Transfer agent fees
|
|
|
36,973
|
|
Directors fees
|
|
|
27,822
|
|
Fund accounting fees
|
|
|
17,762
|
|
Legal fees
|
|
|
17,736
|
|
Custody fees
|
|
|
17,278
|
|
Stock exchange listing fees
|
|
|
15,044
|
|
Shareholder reports
|
|
|
13,570
|
|
Insurance
|
|
|
1,853
|
|
Excise tax (Note 1)
|
|
|
1,397
|
|
Miscellaneous expenses
|
|
|
8,814
|
|
Total Expenses
|
|
|
1,285,998
|
|
Less: Fee waivers and/or expense reimbursements (Note 2)
|
|
|
(2,853)
|
|
Net Expenses
|
|
|
1,283,145
|
|
Net Investment Income
|
|
|
2,699,050
|
|
|
|
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
|
|
|
1,300,602
|
|
Futures contracts
|
|
|
1,192,281
|
|
Written options
|
|
|
143,100
|
|
Swap contracts
|
|
|
(4,670,764)
|
|
Forward foreign currency contracts
|
|
|
(103,843)
|
|
Foreign currency transactions
|
|
|
(33,233)
|
|
Net Realized Loss
|
|
|
(2,171,857)
|
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
|
|
|
Investments
|
|
|
(4,815,665)
|
|
Futures contracts
|
|
|
13,272
|
|
Written options
|
|
|
26,159
|
|
Swap contracts
|
|
|
2,441,328
|
|
Forward foreign currency contracts
|
|
|
100,966
|
|
Foreign currencies
|
|
|
12,532
|
|
Change in Net Unrealized Appreciation (Depreciation)
|
|
|
(2,221,408)
|
|
Net Loss on Investments, Futures Contracts, Written Options, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency
Transactions
|
|
|
(4,393,265)
|
|
Decrease in Net Assets From Operations
|
|
$
|
(1,694,215)
|
|
See Notes to Financial
Statements.
|
|
|
10
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
Statements of changes in net assets
|
|
|
|
|
|
|
|
|
For the Years Ended September 30,
|
|
2020
|
|
|
2019
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
2,699,050
|
|
|
$
|
3,782,004
|
|
Net realized gain (loss)
|
|
|
(2,171,857)
|
|
|
|
91,816
|
|
Change in net unrealized appreciation (depreciation)
|
|
|
(2,221,408)
|
|
|
|
(1,479,013)
|
|
Increase (Decrease) in Net Assets From Operations
|
|
|
(1,694,215)
|
|
|
|
2,394,807
|
|
|
|
|
Distributions to Shareholders From (Note 1):
|
|
|
|
|
|
|
|
|
Total distributable earnings
|
|
|
(2,883,113)
|
|
|
|
(4,341,618)
|
|
Return of capital
|
|
|
(1,458,505)
|
|
|
|
|
|
Decrease in Net Assets From Distributions to
Shareholders
|
|
|
(4,341,618)
|
|
|
|
(4,341,618)
|
|
Decrease in Net Assets
|
|
|
(6,035,833)
|
|
|
|
(1,946,811)
|
|
|
|
|
Net Assets:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
82,985,454
|
|
|
|
84,932,265
|
|
End of year
|
|
$
|
76,949,621
|
|
|
$
|
82,985,454
|
|
See Notes to Financial
Statements.
|
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
|
11
|
Statement of cash flows
For the Year Ended September 30, 2020
|
|
|
|
|
|
|
Increase (Decrease) in Cash:
|
|
|
|
|
Cash Flows from Operating Activities:
|
|
Net decrease in net assets resulting from operations
|
|
$
|
(1,694,215)
|
|
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided (used) by operating
activities:
|
|
|
|
|
Purchases of portfolio securities
|
|
|
(21,400,016)
|
|
Sales of portfolio securities
|
|
|
119,845,370
|
|
Net purchases, sales and maturities of short-term investments
|
|
|
(73,909,012)
|
|
Net amortization of premium (accretion of discount)
|
|
|
(114,489)
|
|
Increase in receivable for securities sold
|
|
|
(386,844)
|
|
Increase in security litigation proceeds receivable
|
|
|
(2,067)
|
|
Decrease in interest receivable
|
|
|
558,544
|
|
Decrease in receivable from broker net variation margin on centrally cleared swap contracts
|
|
|
2,973
|
|
Decrease in prepaid expenses
|
|
|
2,706
|
|
Increase in due to broker
|
|
|
12,852
|
|
Decrease in payable for securities purchased
|
|
|
(1,373,419)
|
|
Increase in investment management fee payable
|
|
|
42,309
|
|
Increase in Directors fees payable
|
|
|
992
|
|
Decrease in interest expense payable
|
|
|
(56,943)
|
|
Increase in audit and tax fees payable
|
|
|
71,912
|
|
Decrease in accrued expenses
|
|
|
(15,380)
|
|
Decrease in premiums received from written options
|
|
|
(15,268)
|
|
Decrease in payable to broker net variation margin on futures contracts
|
|
|
(7,814)
|
|
Net realized gain on investments
|
|
|
(1,300,602)
|
|
Change in net unrealized appreciation (depreciation) of investments, written options and forward foreign currency
contracts
|
|
|
4,688,540
|
|
Net Cash Provided in Operating Activities*
|
|
|
24,950,129
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
Distributions paid on common stock (net of distributions payable)
|
|
|
(4,341,618)
|
|
Decrease in payable for reverse repurchase agreements
|
|
|
(21,421,149)
|
|
Net Cash Used by Financing Activities
|
|
|
(25,762,767)
|
|
Net Decrease in Cash and Restricted Cash
|
|
|
(812,638)
|
|
Cash and restricted cash at beginning of year
|
|
|
903,785
|
|
Cash and restricted cash at end of year
|
|
$
|
91,147
|
|
|
Audit fee payable of $6,180 was reported within Accrued expenses on the Statement of Assets and Liabilities as of September 30, 2019.
|
*
|
Included in operating expenses is cash of $380,276 paid for interest on borrowings.
|
See Notes to Financial Statements.
|
|
|
12
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
|
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.
|
|
|
|
|
|
|
|
September 30, 2020
|
|
Cash
|
|
$
|
1,720
|
|
Restricted cash
|
|
|
89,427
|
|
Total cash and restricted cash shown in the Statement of Cash Flows
|
|
$
|
91,147
|
|
|
Restricted cash consists of cash that has been segregated to cover the Funds collateral or margin obligations under derivative contracts. It is
separately reported on the Statement of Assets and Liabilities as Deposits with brokers. In addition, restricted cash includes amounts reported in Deposits held in escrow.
|
See Notes to Financial Statements.
|
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
|
13
|
Financial highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of capital stock outstanding throughout each year ended September
30:
|
|
|
|
|
|
|
20201
|
|
|
20191
|
|
|
20181
|
|
|
20171
|
|
|
20161
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
|
$17.78
|
|
|
|
$18.19
|
|
|
|
$18.31
|
|
|
|
$17.40
|
|
|
|
$17.54
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.58
|
|
|
|
0.81
|
|
|
|
0.91
|
|
|
|
0.80
|
|
|
|
0.79
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.95)
|
|
|
|
(0.29)
|
|
|
|
(0.10)
|
|
|
|
1.04
|
|
|
|
(0.14)
|
|
Total income (loss) from operations
|
|
|
(0.37)
|
|
|
|
0.52
|
|
|
|
0.81
|
|
|
|
1.84
|
|
|
|
0.65
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.62)
|
|
|
|
(0.93)
|
|
|
|
(0.93)
|
|
|
|
(0.93)
|
|
|
|
(0.74)
|
|
Return of capital
|
|
|
(0.31)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.19)
|
|
Total distributions
|
|
|
(0.93)
|
|
|
|
(0.93)
|
|
|
|
(0.93)
|
|
|
|
(0.93)
|
|
|
|
(0.93)
|
|
Net increase due to shares repurchased through tender offer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.14
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
|
$16.48
|
|
|
|
$17.78
|
|
|
|
$18.19
|
|
|
|
$18.31
|
|
|
|
$17.40
|
|
|
|
|
|
|
|
Market price, end of year
|
|
|
$16.40
|
|
|
|
$16.25
|
|
|
|
$16.40
|
|
|
|
$17.39
|
|
|
|
$15.92
|
|
Total return, based on NAV2,3
|
|
|
(2.00)
|
%
|
|
|
2.96
|
%
|
|
|
4.52
|
%
|
|
|
10.79
|
%
|
|
|
4.78
|
%4
|
Total return, based on Market Price5
|
|
|
6.94
|
%
|
|
|
4.96
|
%
|
|
|
(0.37)
|
%
|
|
|
15.49
|
%
|
|
|
8.53
|
%
|
|
|
|
|
|
|
Net assets, end of year (000s)
|
|
|
$76,950
|
|
|
|
$82,985
|
|
|
|
$84,932
|
|
|
|
$85,492
|
|
|
|
$81,238
|
|
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
1.63
|
%
|
|
|
2.12
|
%
|
|
|
2.05
|
%
|
|
|
1.89
|
%
|
|
|
1.94
|
%
|
Net expenses
|
|
|
1.63
|
6
|
|
|
2.12
|
|
|
|
2.05
|
|
|
|
1.89
|
|
|
|
1.94
|
|
Net investment income
|
|
|
3.42
|
|
|
|
4.52
|
|
|
|
4.97
|
|
|
|
4.47
|
|
|
|
4.57
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
23
|
%7
|
|
|
21
|
%7
|
|
|
27
|
%
|
|
|
30
|
%
|
|
|
21
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance
arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.
|
3
|
The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results.
|
4
|
The total return based on NAV reflects the impact of the tender and repurchase of its shares by the Fund at the price equal to 98% of the net asset value per
share on November 20, 2015. Absent this tender offer, the total return based on NAV would have been 3.88%.
|
5
|
The total return calculation assumes that distributions are reinvested in accordance with the Funds dividend reinvestment plan. Past performance is no
guarantee of future results.
|
6
|
Reflects fee waivers and/or expense reimbursements.
|
7
|
Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 24% for the year
ended September 30, 2020 and 23% for the year ended September 30, 2019.
|
See Notes to Financial Statements.
|
|
|
14
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
Notes to financial statements
1. Organization and significant accounting policies
Western Asset Variable Rate Strategic Fund Inc. (the Fund) was incorporated in Maryland on August 3, 2004 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 Funds investment objective is to maintain a high level of current income. The Fund invests primarily in variable rate instruments of U.S. and
non-U.S. issuers, including U.S. and non-U.S. investment grade and high-yield debt, senior loans, emerging market debt and derivatives related to these securities. On
October 31, 2019 and April 1, 2020, the Board of Directors of the Fund approved amendments to the Funds bylaws. The amended and restated bylaws were subsequently filed on Form 8-K and are
available on the Securities and Exchange Commissions website at www.sec.gov.
The following are significant accounting policies consistently
followed by the Fund and are in conformity with U.S. generally accepted accounting principles (GAAP). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations
when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date
the financial statements were issued.
(a) Investment valuation. The valuations
for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices
supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as
issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset
value per share of each fund on the day of valuation. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Equity securities for which market quotations are available are
valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the
currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be
determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are
not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund
values these securities as determined in accordance with procedures approved by the Funds Board of Directors.
|
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
|
15
|
Notes to financial statements (contd)
The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the
Legg Mason North Atlantic Fund Valuation Committee (the Valuation Committee). The Valuation Committee, pursuant to the policies adopted by the Board of Directors, is responsible for making fair value determinations, evaluating the
effectiveness of the Funds pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts
due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation
Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely
traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and
appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuers financial statements; the purchase price of the security; the discount from market value of
unrestricted securities of the same class at the time of purchase; analysts research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals
or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last
available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and
the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future
cash flows to present value.
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and
liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
|
|
Level 1 quoted prices in active markets for identical investments
|
|
|
Level 2 other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
|
|
|
Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
|
|
|
|
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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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 Funds 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
|
|
Senior Loans
|
|
|
|
|
|
$
|
231,666
|
|
|
|
|
|
|
$
|
231,666
|
|
Short-Term Investments
|
|
$
|
75,685,245
|
|
|
|
|
|
|
|
|
|
|
|
75,685,245
|
|
Total Investments
|
|
$
|
75,685,245
|
|
|
$
|
231,666
|
|
|
|
|
|
|
$
|
75,916,911
|
|
Other Financial Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Foreign Currency Contracts
|
|
|
|
|
|
$
|
75,793
|
|
|
|
|
|
|
$
|
75,793
|
|
Total
|
|
$
|
75,685,245
|
|
|
$
|
307,459
|
|
|
|
|
|
|
$
|
75,992,704
|
|
|
LIABILITIES
|
|
Description
|
|
Quoted Prices
(Level 1)
|
|
|
Other Significant
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
Other Financial Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Foreign Currency Contracts
|
|
|
|
|
|
$
|
4,276
|
|
|
|
|
|
|
$
|
4,276
|
|
|
See Schedule of Investments for additional detailed categorizations.
|
(b) Purchased options. When the Fund purchases an option, an amount equal to the premium paid by the Fund is recorded as an investment on the
Statement of Assets and Liabilities, the value of which is marked-to-market to reflect the current market value of the option purchased. If the purchased option expires,
the Fund realizes a loss equal to the amount of premium paid. When an instrument is purchased or sold through the exercise of an option, the related premium paid is added to the basis of the instrument acquired or deducted from the proceeds of the
instrument sold. The risk associated with purchasing put and call options is limited to the premium paid.
(c) Written
options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the premium received is recorded as a realized gain. When a written call option is exercised, the
difference between the premium received plus the option exercise price and the Funds 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 Funds basis in the underlying security purchased. The writer or buyer of an option traded on an
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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17
|
Notes to financial statements (contd)
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 gains or losses in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.
Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the
Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(e) Forward foreign currency
contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated
securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a
future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency
contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the
value of the contract at the time it is closed.
Non-deliverable forward foreign currency exchange contracts are
settled with the counterparty in cash without the delivery of foreign currency.
Forward foreign currency contracts involve elements of market risk in
excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these
contracts from the potential inability of the counterparties to meet the terms of their contracts.
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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(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 Funds custodian in compliance with the terms of the swap contracts.
Securities posted as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is identified on the Statement of Assets and Liabilities. Risks may exceed amounts recorded in the Statement of Assets and
Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts terms, and the possible lack of liquidity with respect to the swap agreements.
OTC swap payments received or made at the beginning of the measurement period are reflected as a premium or deposit, respectively, on the Statement of Assets and
Liabilities. These upfront payments are amortized over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. Net periodic payments received or paid by the Fund are recognized as a realized gain or loss in
the Statement of Operations.
The Funds maximum exposure in the event of a defined credit event on a credit default swap to sell protection is the
notional amount. As of September 30, 2020, the Fund did not hold any credit default swaps to sell protection.
For average notional amounts of swaps
held during the year ended September 30, 2020, see Note 4.
Interest rate swaps
The Fund enters into interest rate swap contracts to manage its exposure to interest rate risk. Interest rate swaps are agreements between two parties to exchange
cash flows based on a notional principal amount. The Fund may elect to pay a fixed rate and receive a floating rate, receive a fixed rate and pay a floating rate, or pay and receive a floating rate, on a notional principal amount. Interest rate
swaps are marked-to-market daily based upon quotations from market makers and the change, if any, is recorded as an unrealized gain or
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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19
|
Notes to financial statements (contd)
loss in the Statement of Operations. When a swap contract is terminated early, the Fund records a realized gain or loss equal to the
difference between the original cost and the settlement amount of the closing transaction.
The risks of interest rate swaps include changes in market
conditions that will affect the value of the contract or changes in the present value of the future cash flow streams and the possible inability of the counterparty to fulfill its obligations under the agreement. The Funds maximum risk of loss
from counterparty credit risk is the discounted net value of the cash flows to be received from the counterparty over the contracts remaining life, to the extent that amount is positive. This risk is mitigated by the posting of collateral by
the counterparty to the Fund to cover the Funds exposure to the counterparty.
(g) Loan participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Funds investment in any such loan may be in the form of a participation in or an assignment
of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights of
off-set against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.
The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender
selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any off-set between the lender and the borrower.
(h) Stripped securities. The Fund may invest in Stripped Securities,
a term used collectively for components, or strips, of fixed income securities. Stripped Securities can be principal only securities (PO), which are debt obligations that have been stripped of unmatured interest coupons, or interest only
securities (IO), which are unmatured interest coupons that have been stripped from debt obligations. The market value of Stripped Securities will fluctuate in response to changes in economic conditions, rates of prepayment, interest
rates and the markets perception of the securities. However, fluctuations in response to interest rates may be greater in Stripped Securities than for debt obligations of comparable maturities that pay interest currently. The amount of
fluctuation may increase with a longer period of maturity.
The yield to maturity on IOs is sensitive to the rate of principal repayments
(including prepayments) on the related underlying debt obligation and principal payments may have a material effect on yield to maturity. If the underlying debt obligation experiences greater than anticipated prepayments of principal, the Fund may
not fully recoup its initial investment in IOs.
(i) 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 Funds use of the proceeds of the
|
|
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20
|
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
agreement may be restricted pending a determination by the counterparty, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities. In entering into
reverse repurchase agreements, the Fund will maintain cash, U.S. government securities or other liquid debt obligations at least equal in value to its obligations with respect to reverse repurchase agreements or will take other actions permitted by
law to cover its obligations. If the market value of the collateral declines during the period, the Fund may be required to post additional collateral to cover its obligation. Cash collateral that has been pledged to cover obligations of the Fund
under reverse repurchase agreements, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral are noted in the Schedule of Investments. Interest payments made on reverse repurchase agreements
are recognized as a component of Interest expense on the Statement of Operations. In periods of increased demand for the security, the Fund may receive a fee for use of the security by the counterparty, which may result in interest
income to the Fund.
(j) Securities traded on a
to-be-announced basis. The Fund may trade securities on a to-be-announced (TBA) basis. In a TBA transaction, the Fund commits to purchasing or selling securities which have not yet been issued by the issuer and for which specific information, such as the
face amount, maturity date and underlying pool of investments in U.S. government agency mortgage pass-through securities, is not announced. Securities purchased on a TBA basis are not settled until they are delivered to the Fund. Beginning on the
date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the TBA security. These securities are subject to market
fluctuations and their current value is determined in the same manner as for other securities.
(k) Mortgage dollar rolls. The Fund may enter into mortgage dollar rolls in which the Fund sells mortgage-backed securities for delivery in the current month, realizing a gain or loss, and simultaneously entering into contracts to
repurchase substantially similar (same type, coupon and maturity) securities to settle on a specified future date.
The Fund executes its mortgage dollar
rolls entirely in the TBA market, whereby the Fund makes a forward commitment to purchase a security and, instead of accepting delivery, the position is offset by a sale of the security with a simultaneous agreement to repurchase at a future date.
The Fund accounts for mortgage dollar rolls as purchases and sales.
The risk of entering into mortgage dollar rolls is that the market value of the
securities the Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Funds use of the
proceeds of the mortgage dollar roll may be restricted pending a determination by the counterparty, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities.
(l) Cash flow information. The Fund invests in securities and distributes dividends from net
investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statement of Changes in Net Assets and additional information on cash receipts and cash
payments are presented in the Statement of Cash Flows.
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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|
21
|
Notes to financial statements (contd)
(m) 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 Funds 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.
(n) 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
Funds 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 Funds investments in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
Investments in securities that are collateralized by real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying
mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be
doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.
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|
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22
|
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
(o) Foreign investment risks. The Funds
investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies,
changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions,
expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(p) 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.
(q)
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 Funds subadviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its
trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and
changes in overall economic conditions may impact the assessment of such counterparty risk by the subadviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.
With exchange traded and centrally cleared derivatives, there is less counterparty risk to the Fund since the exchange or clearinghouse, as counterparty to such
instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law,
the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default of the clearing broker or clearinghouse.
The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement (ISDA Master Agreement) or similar agreement, with certain of its
derivative counterparties that govern over-the-counter derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting
provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Funds net assets or NAV over a specified period of
time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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|
23
|
Notes to financial statements (contd)
Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial
instruments payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA Master Agreements do
not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may
vary by jurisdiction.
Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange
clearinghouse for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral that has been pledged
to cover obligations of the Fund under derivative contracts, if any, will be 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 September 30, 2020, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position
of $4,276. 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.
(r) 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. Paydown gains and
losses on mortgage- and asset-backed securities are recorded as adjustments to interest income. 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.
(s) 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. 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.
(t) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodians fees is
paid indirectly by credits earned on the Funds cash on deposit with the bank.
(u) Federal and other taxes. It is the Funds 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
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24
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Funds financial statements.
However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Funds annual taxable income and 98.2% of net realized
gains exceed the distributions from such taxable income and realized gains for the calendar year. The Fund paid $1,397 of federal excise taxes attributable to calendar year 2019 in March 2020.
Management has analyzed the Funds tax positions taken on income tax returns for all open tax years and has concluded that as of September 30, 2020, no provision for income tax is required in the
Funds financial statements. The Funds 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.
(v) 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 following reclassifications have been made:
|
|
|
|
|
|
|
|
|
|
|
Total Distributable
Earnings (Loss)
|
|
|
Paid-in
Capital
|
|
(a)
|
|
$
|
1,397
|
|
|
$
|
(1,397)
|
|
(a)
|
Reclassifications are due to a non-deductible excise tax paid by the Fund.
|
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (LMPFA) is the Funds 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 Funds subadvisers. As of July 31, 2020, LMPFA, Western Asset, Western Asset Limited and Western Asset
Singapore are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (Franklin Resources). Prior to July 31, 2020, LMPFA, Western Asset, Western Asset Limited and Western Asset Singapore were wholly-owned subsidiaries of
Legg Mason, Inc. (Legg Mason). As of July 31, 2020, Legg Mason is a subsidiary of Franklin Resources.
LMPFA provides administrative and
certain oversight services to the Fund. The Fund pays LMPFA an Investment management fee, calculated daily and paid monthly, at an annual rate of 0.75% of the Funds average daily net assets plus the proceeds of any outstanding borrowings used
for leverage and any proceeds from the issuance of preferred stock.
Pursuant to Rule 15a-4 under the Investment
Company Act of 1940, as amended (the 1940 Act), management fees for the period August 1, 2020 through September 30, 2020 were placed in escrow pending shareholder approval of new management and subadvisory agreements (the
New Agreements) in connection with the acquisition of Legg Mason by
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Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
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25
|
Notes to financial statements (contd)
Franklin Resources (the Transaction). These amounts are reported in Deposits held in escrow and investment management fee
payable on the Statement of Assets and Liabilities. As previously announced, the Fund did not receive the requisite vote required by the 1940 Act to approve the New Agreements, proposed in connection with the Transaction, at the special meeting of
stockholders of the Fund held on July 6, 2020. The closing of the Transaction on July 31, 2020 resulted in the automatic termination of the Funds then-current management and subadvisory agreements. In order to allow the Funds
manager and subadviser to continue to manage the Fund, the Funds Board approved interim management and subadvisory agreements for the Fund in accordance with Rule 15a-4 that took effect upon consummation
of the Transaction and will continue for no longer than 150 days.
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. 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. 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 Funds assets, including those investments purchased with leverage.
During the year ended September 30, 2020, fees waived and/or expenses reimbursed amounted to $2,853.
As of July 31, 2020, all officers and one Director of the Fund are employees of Franklin Resources or its affiliates and do not receive compensation from the Fund. Prior to July 31, 2020, all officers and
one Director of the Fund were employees of Legg Mason and did not receive compensation from the Fund.
3. Investments
During the year ended September 30, 2020, 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
|
|
$
|
14,861,935
|
|
|
$
|
6,538,081
|
|
Sales
|
|
|
97,057,234
|
|
|
|
22,788,136
|
|
|
|
|
26
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
At September 30, 2020, the aggregate cost of investments and the aggregate gross unrealized appreciation and
depreciation of investments for federal income tax purposes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
Gross
Unrealized
Appreciation
|
|
|
Gross
Unrealized
Depreciation
|
|
|
Net
Unrealized
Appreciation
|
|
Securities
|
|
$
|
75,915,134
|
|
|
$
|
2,252
|
|
|
$
|
(475)
|
|
|
$
|
1,777
|
|
Forward foreign currency contracts
|
|
|
|
|
|
|
75,793
|
|
|
|
(4,276)
|
|
|
|
71,517
|
|
Transactions in reverse repurchase agreements for the Fund during the year ended September 30, 2020 were as follows:
|
|
|
|
|
Average Daily
Balance*
|
|
Weighted Average
Interest Rate*
|
|
Maximum Amount
Outstanding
|
$19,349,935
|
|
1.804%
|
|
$23,106,539
|
*
|
Averages based on the number of days that the Fund had reverse repurchase agreements outstanding.
|
Interest rates on reverse repurchase agreements ranged from 0.290% to 3.087% during the year ended September 30, 2020. Interest expense incurred on reverse
repurchase agreements totaled $323,333.
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 September 30, 2020.
|
|
|
|
|
ASSET DERIVATIVES1
|
|
|
|
Foreign
Exchange Risk
|
|
Forward foreign currency contracts
|
|
$
|
75,793
|
|
|
LIABILITY DERIVATIVES1
|
|
|
|
Foreign
Exchange Risk
|
|
Forward foreign currency contracts
|
|
$
|
4,276
|
|
1
|
Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation and for liability derivatives is payables/net unrealized
depreciation.
|
|
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
|
27
|
Notes to financial statements (contd)
The following tables provide information about the effect of derivatives and hedging activities on the Funds Statement of
Operations for the year ended September 30, 2020. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the
change in unrealized appreciation (depreciation) resulting from the Funds derivatives and hedging activities during the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
|
|
|
|
Interest
Rate Risk
|
|
|
Foreign
Exchange Risk
|
|
|
Total
|
|
Purchased options1
|
|
$
|
(39,001)
|
|
|
|
|
|
|
$
|
(39,001)
|
|
Written options
|
|
|
143,100
|
|
|
|
|
|
|
|
143,100
|
|
Futures contracts
|
|
|
1,192,281
|
|
|
|
|
|
|
|
1,192,281
|
|
Forward foreign currency contracts
|
|
|
|
|
|
$
|
(103,843)
|
|
|
|
(103,843)
|
|
Swap contracts
|
|
|
(4,670,764)
|
|
|
|
|
|
|
|
(4,670,764)
|
|
Total
|
|
$
|
(3,374,384)
|
|
|
$
|
(103,843)
|
|
|
$
|
(3,478,227)
|
|
1
|
Net realized gain (loss) from purchased options is reported in Net Realized Gain (Loss) From Investment transactions in the Statement of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
|
|
|
|
Interest
Rate Risk
|
|
|
Foreign
Exchange Risk
|
|
|
Total
|
|
Purchased options1
|
|
$
|
(31,804)
|
|
|
|
|
|
|
$
|
(31,804)
|
|
Written options
|
|
|
26,159
|
|
|
|
|
|
|
|
26,159
|
|
Futures contracts
|
|
|
13,272
|
|
|
|
|
|
|
|
13,272
|
|
Forward foreign currency contracts
|
|
|
|
|
|
$
|
100,966
|
|
|
|
100,966
|
|
Swap contracts
|
|
|
2,441,328
|
|
|
|
|
|
|
|
2,441,328
|
|
Total
|
|
$
|
2,448,955
|
|
|
$
|
100,966
|
|
|
$
|
2,549,921
|
|
1
|
The change in unrealized appreciation (depreciation) from purchased options is reported in the Change in Net Unrealized Appreciation (Depreciation) From
Investments in the Statement of Operations.
|
During the year ended September 30, 2020, the volume of derivative activity for the
Fund was as follows:
|
|
|
|
|
|
|
Average Market
Value
|
|
Purchased options
|
|
$
|
12,433
|
|
Written options
|
|
|
16,604
|
|
Futures contracts (to buy)
|
|
|
38,874,176
|
|
Futures contracts (to sell)
|
|
|
31,781,133
|
|
Forward foreign currency contracts (to buy)
|
|
|
1,725,027
|
|
Forward foreign currency contracts (to sell)
|
|
|
442,974
|
|
|
|
|
|
Average Notional
Balance
|
|
Interest rate swap contracts
|
|
$
|
26,707,769
|
|
|
At September 30, 2020, there were no open positions held in this derivative.
|
|
|
|
28
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
The following table presents the Funds 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 September 30, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty
|
|
Gross Assets
Subject to
Master
Agreements1
|
|
|
Gross
Liabilities
Subject to
Master
Agreements1
|
|
|
Net Assets
(Liabilities)
Subject to
Master
Agreements
|
|
|
Collateral
Pledged
(Received)
|
|
|
Net
Amount2
|
|
BNP Paribas SA
|
|
$
|
14,093
|
|
|
|
|
|
|
$
|
14,093
|
|
|
|
|
|
|
$
|
14,093
|
|
Citibank N.A.
|
|
|
6,677
|
|
|
$
|
(2,939)
|
|
|
|
3,738
|
|
|
|
|
|
|
|
3,738
|
|
Goldman Sachs Group Inc.
|
|
|
49,070
|
|
|
|
(1,337)
|
|
|
|
47,733
|
|
|
|
|
|
|
|
47,733
|
|
JPMorgan Chase & Co.
|
|
|
5,953
|
|
|
|
|
|
|
|
5,953
|
|
|
|
|
|
|
|
5,953
|
|
Total
|
|
$
|
75,793
|
|
|
$
|
(4,276)
|
|
|
$
|
71,517
|
|
|
|
|
|
|
$
|
71,517
|
|
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
|
Represents the net amount receivable (payable) from (to) the counterparty in the event of default.
|
5. Distributions subsequent to September 30, 2020
The following distributions have been declared by the Funds Board of Directors and are payable subsequent to the period end of this report:
|
|
|
|
|
|
|
|
|
Record Date
|
|
Payable Date
|
|
|
Amount
|
|
9/23/2020
|
|
|
10/1/2020
|
|
|
$
|
0.0775
|
|
10/23/2020
|
|
|
11/2/2020
|
|
|
$
|
0.0775
|
|
11/20/2020
|
|
|
11/30/2020
|
|
|
$
|
0.0775
|
|
6. Stock repurchase program
On November 16, 2015, the Fund announced that the Funds Board of Directors (the Board) had authorized the Fund to repurchase in the open market up to approximately 10% of the Funds
outstanding common stock when the Funds 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 September 30, 2020, the Fund did not repurchase any shares.
7. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended September 30, was as follows:
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
Distributions paid from:
|
|
|
|
|
|
|
|
|
Ordinary income
|
|
$
|
2,883,113
|
|
|
$
|
4,341,618
|
|
Tax return of capital
|
|
|
1,458,505
|
|
|
|
|
|
Total distributions paid
|
|
$
|
4,341,618
|
|
|
$
|
4,341,618
|
|
|
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
|
29
|
Notes to financial statements (contd)
As of September 30, 2020, the components of distributable earnings (loss) on a tax basis were as follows:
|
|
|
|
|
Deferred capital losses*
|
|
$
|
(11,375,268)
|
|
Other book/tax temporary differences(a)
|
|
|
(512,412)
|
|
Unrealized appreciation (depreciation)
|
|
|
73,295
|
|
Total distributable earnings (loss) net
|
|
$
|
(11,814,385)
|
|
*
|
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 realization for tax purposes of unrealized gains (losses) on certain foreign currency contracts, the
difference between cash and accrual basis distributions paid and book/tax differences in the timing of the deductibility of various expenses.
|
8. 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
Funds investments and negatively impact the Funds 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 Funds 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. Plans are underway to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the nature of any replacement
rate and the impact of the transition from LIBOR on the Funds transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Funds investments cannot yet be determined.
9. Subsequent event
On
July 9, 2020, the Fund announced that the Funds Board of Directors approved a plan of liquidation and dissolution (the Plan) of the Fund, subject to stockholder approval of the Plan in accordance with Maryland law. On
November 13, 2020, a special meeting of stockholders was held, where stockholders voted to approve the Plan. It is expected that the effective date of the liquidation will be November 20, 2020 and the transfer agent will close the books of
the Fund on that date (the Liquidation Date). The proportionate interests of stockholders in the assets of the Fund will be fixed on the basis of their respective holdings at the close of business on the Liquidation Date. It is expected
that prior to the opening of business on November 23, 2020, the Fund will cease trading on the New York Stock Exchange. The Fund will then liquidate and distribute its remaining net assets on or about Monday, November 30, 2020.
|
|
|
30
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
Report of independent registered public accounting firm
To the Board of Directors and Shareholders of Western Asset Variable
Rate Strategic 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 Variable Rate Strategic Fund Inc. (the Fund) as of September 30, 2020,
the related statements of operations and cash flows for the year ended September 30, 2020, the statement of changes in net assets for each of the two years in the period ended September 30, 2020, including the related notes, and the
financial highlights for each of the four years in the period ended September 30, 2020 (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 September 30, 2020, 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 September 30, 2020 and the
financial highlights for each of the four years in the period ended September 30, 2020 in conformity with accounting principles generally accepted in the United States of America.
The financial statements of the Fund as of and for the year ended September 30, 2016 and the financial highlights for each of the periods ended on or prior to September 30, 2016 (not presented herein,
other than the financial highlights) were audited by other auditors whose report dated November 21, 2016 expressed an unqualified opinion on those financial statements and financial highlights.
Basis for Opinion
These financial statements
are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds 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 September 30, 2020 by correspondence with the custodian, agent banks and brokers; when replies were not received, we performed other auditing procedures. We
believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
November 19, 2020
We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.
|
|
|
Western Asset Variable Rate Strategic Fund Inc. 2020 Annual Report
|
|
31
|
Board approval of new management and new subadvisory agreements (unaudited)
Background
On March 9, 2020, during a
telephonic meeting of the Boards of Directors (each, a Board and each Board member, a Director or a Board Member) of the closed-end funds under the Boards purview
(each, a Fund and together, the Funds), Board Members discussed with management of Legg Mason, Inc. (Legg Mason) and certain representatives of Franklin Resources, Inc. and its subsidiaries (together,
Franklin Templeton) the acquisition of Legg Mason by Franklin Templeton (the Transaction) and Franklin Templetons plans and intentions regarding the Funds and Legg Masons asset management business, including the
preservation and continued investment autonomy of the investment advisory businesses conducted by Legg Masons separate investment advisory subsidiaries and the combination of Legg Masons and Franklin Templetons distribution
resources. The Board of each Fund was advised that the Transaction, if completed, would constitute a change of control under the Investment Company Act of 1940, as amended (the 1940 Act), that would result in the termination of the
current management agreement between each Fund and Legg Mason Partners Fund Advisor, LLC (the Manager) (the Current Management Agreements) and the current subadvisory agreements with each Funds subadviser or subadvisers
(each, a Subadviser and together, the Subadvisers) (the Current Subadvisory Agreements).
At
meetings held on April 1, 2020 the Board of each Fund, including a majority of the Board Members who are not interested persons of the Fund or the Manager as defined in the 1940 Act (the Independent Board Members),
approved the new management agreement between each Fund and the Manager (each, a New Management Agreement) and each new subadvisory agreement between each Funds Manager and its Subadviser or Subadvisers relating to the Fund (each,
a New Subadvisory Agreement).1 (The New Management Agreement for a
Fund and the New Subadvisory Agreement or Agreements for the Fund are referred to, collectively, as the New Agreements, the Current Management Agreement for a Fund and the Current Subadvisory Agreement or Agreements for the Fund are
referred to, collectively, as the Current Agreements, and the Manager and the Subadviser or Subadvisers for a Fund are referred to, collectively, as the Advisers.)
At these meetings, which included meetings of the full Board of each Fund and separate meetings of the Independent Board Members, the Board considered, among other things, whether it would be in the best interests
of each Fund and its respective shareholders to approve the New Agreements, and the anticipated impacts of the Transaction on the Funds and their shareholders. To assist the Board of each Fund in its consideration of the New
1
|
This meeting was held telephonically in reliance on an exemptive order issued by the Securities and Exchange Commission on March 13, 2020. Reliance on the
exemptive order is necessary and appropriate due to circumstances related to current or potential effects of COVID-19. All Board Members participating in the telephonic meeting were able to hear each other
simultaneously during the meeting. Reliance on the exemptive order requires Board Members, including a majority of the Independent Board Members, to ratify actions taken pursuant to the exemptive order by vote cast at the next in-person meeting.
|
|
|
|
32
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
Agreements, Franklin Templeton provided materials and information about Franklin Templeton, including its financial condition and asset management capabilities and organization, Legg Mason
provided materials and information about Legg Mason, including performance and expense comparison data and profitability information by Fund and with respect to the Legg Mason fund complex as a whole, and Franklin Templeton and Legg Mason provided
materials and information about the proposed Transaction between Legg Mason and Franklin Templeton.
Before and during the April 1, 2020 meetings,
the Board of each Fund sought certain information as it deemed necessary and appropriate. In connection with their consideration of the New Agreements, the Independent Board Members worked with their independent legal counsel to prepare requests for
additional information that were submitted to Franklin Templeton and Legg Mason. The requests for information of the Board of each Fund sought information relevant to the Boards consideration of the New Agreements and other anticipated impacts
of the Transaction on the Funds and their shareholders. Franklin Templeton and Legg Mason provided documents and information in response to these requests for information. Following their review of this information, the Independent Board Members
requested additional information from Franklin Templeton and Legg Mason. Franklin Templeton and Legg Mason provided further information in response to these requests, which the Board of each Fund reviewed. Senior management representatives from
Franklin Templeton and Legg Mason participated in a portion of each of these meetings and addressed various questions raised by the Board of each Fund.
At the April 1, 2020 meeting of the Board of each Fund, representatives of Legg Mason and Franklin Templeton made presentations to, and responded to questions
from, the Board. After the presentations and after reviewing the written materials provided, the Independent Board Members met in executive session with their counsel to consider the New Agreements.
Board Approval of New Management Agreements and New Subadvisory Agreements
Each Funds Boards evaluation of the New Agreements reflected the information provided specifically in connection with their review of the New Agreements, as well as, where relevant, information that was
previously furnished to the Board in connection with the most recent renewal of the Current Agreements at in-person meetings held on November 14, 2019 and at other Board meetings throughout the prior
year.
Among other things, the Board Members considered:
(i)
|
the reputation, experience, financial strength and resources of Franklin Templeton and its investment advisory subsidiaries;
|
|
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
33
|
Board approval of new management and new subadvisory agreements (unaudited) (contd)
(ii)
|
that Franklin Templeton has informed the Board of each Fund that it intends to maintain the investment autonomy of the Legg Mason investment advisory
subsidiaries;
|
(iii)
|
that Franklin Templeton and Legg Mason have informed the Board of each Fund that, following the Transaction, there is not expected to be any diminution
in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance and other non-advisory services, and have represented that there are not
expected to be any changes in the portfolio management personnel managing the Funds as a result of the Transaction;
|
(iv)
|
that Franklin Templeton and Legg Mason have informed the Board of each Fund regarding transition plans, including Legg Masons provision of
retention incentives for certain Legg Mason corporate personnel until the Transaction closes, and Franklin Templetons provision of long-term retention mechanisms for certain personnel following the closing;
|
(v)
|
that there are not expected to be any changes to any Funds custodian or other service providers as a result of the Transaction;
|
(vi)
|
that Franklin Templeton has informed the Board of each Fund that it has no present intention to alter currently effective expense waivers and
reimbursements after their expiration, and, while it reserves the right to do so in the future, it would consult with the applicable Funds Board before making any changes;
|
(vii)
|
that Franklin Templeton does not expect to propose any changes to the investment objective(s) of any Fund or any changes to the principal investment
strategies of any Fund as a result of the Transaction;
|
(viii)
|
the potential benefits to Fund shareholders from being part of a combined fund family with Franklin Templeton-sponsored funds and access to a broader
array of investment opportunities;
|
(ix)
|
that Franklin Templeton and Legg Mason will each derive benefits from the Transaction and that, as a result, they have a financial interest in the
matters that were being considered;
|
(x)
|
the fact that each Funds contractual management fee rates will remain the same and will not increase by virtue of the New Agreements;
|
(xi)
|
the terms and conditions of the New Agreements, including that each New Agreement is identical to its corresponding Current Agreement except for their
respective dates of execution, effectiveness and termination;
|
|
|
|
34
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
(xii)
|
the support expressed by the current senior management team at Legg Mason for the Transaction and Legg Masons recommendation that the Board of
each Fund approve the New Agreements;
|
(xiii)
|
that the Current Agreements, except in the case of newer Funds, are the product of multiple years of review and negotiation and information received and
considered by the applicable Funds Board in the exercise of their business judgment during those years, and that within the past six-months the Board of each Fund had performed a full review of and
approved the Current Agreements as required by the 1940 Act and had determined in the exercise of the Board Members business judgment that each applicable Adviser had the capabilities, resources and personnel necessary to provide the services
provided to each Fund, and that the management and subadvisory fees paid by or in respect of the Fund, taking into account any applicable agreed-upon fee reductions, represented reasonable compensation to the applicable Adviser in light of the
services provided, the costs to the Adviser of providing those services, the fees and other expenses paid by similar funds, and such other matters as the Board Members considered relevant in the exercise of their business judgment, and represented
an appropriate sharing between Fund shareholders and the Advisers of any economies of scale in the management of the Fund at current and anticipated asset levels;
|
(xiv)
|
that the Current Agreements were considered and approved as recently as November 2019, except in the case of one Fund, which is currently in the initial
term of its agreement;
|
(xv)
|
that the Funds will not bear the costs of obtaining shareholder approval of the New Agreements, including proxy solicitation costs, legal fees and the
costs of printing and mailing the proxy statement, regardless of whether the Transaction is consummated; and
|
(xvi)
|
that under the a definitive agreement between Legg Mason and Franklin Templeton (the Transaction Agreement), Franklin Templeton has
acknowledged that Legg Mason had entered into the Transaction Agreement in reliance upon the benefits and protections provided by Section 15(f) of the 1940 Act, and that, in furtherance of the foregoing, Franklin Templeton agreed to use
reasonable best efforts to conduct its business so that (a) for a period of not less than three years after the closing of the Transaction no more than 25% of the members of the Board of any Fund shall be interested persons (as
defined in the 1940 Act) of any investment adviser for a Fund, and (b) for a period of not less than two years after the closing, neither Franklin Templeton nor any of its affiliates shall impose an unfair burden (within the meaning
of the 1940 Act, including any interpretations or no-action letters of the Securities and Exchange Commission) on any Fund as a result of the transactions contemplated by the
|
|
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
35
|
Board approval of new management and new subadvisory agreements (unaudited) (contd)
|
Transaction Agreement or any express or implied terms, conditions or understandings applicable thereto.
|
Certain of these considerations are discussed in more detail below.
In their deliberations, the Board Members
considered information received in connection with the most recent approval or continuation of each Current Agreement in addition to information provided by Franklin Templeton and Legg Mason in connection with their evaluation of the terms and
conditions of the New Agreements. In connection with the most recent approval or continuation of each Current Agreement, and in connection with their review of each New Agreement, the Board Members did not identify any particular information that
was all-important or controlling, and each Board Member may have attributed different weights to the various factors. The Board Members evaluated all information available to them on a Fund-by-Fund basis with respect to their consideration of the Current Agreements and the New Agreements, and their determinations were made separately in respect of each Fund.
The information provided and presentations made to the Board of each Fund encompassed each Fund and all other Funds for which the Board has
responsibility. The discussion below covers both the advisory and the administrative functions rendered by the Manager for each Fund, both of which functions are encompassed by the New Management Agreement for the Fund, as well as the advisory
functions rendered by the Subadviser(s) pursuant to the New Subadvisory Agreement(s) for the Fund. The Independent Board Members of each Fund considered the New Management Agreement and the New Subadvisory Agreement(s) separately in the course of
their review. In doing so, they considered the respective roles and compensation of the Manager and the Subadviser(s) in providing services to the Fund.
The Independent Board Members were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Board Members of each Fund
received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the New Agreements for the Fund. The Independent Board Members of each Fund, including Western Asset Variable Rate Strategic Fund
Inc. (the Western Asset Fund), reviewed the proposed approval of the New Agreements for the Fund on multiple occasions with their independent legal counsel in private sessions at which no representatives of Franklin Templeton, Legg
Mason, or the Manager or Subadviser(s) for the Fund were present.
Nature, Extent and Quality of the Services under the New Agreements
The Board of each Fund received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager
and the Subadviser(s) under the Current Agreements. In evaluating the nature, quality and extent of the services to be provided by the Advisers under the New Agreements, the Board Members considered,
|
|
|
36
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of each Adviser, and that Franklin Templeton and Legg Mason have
advised the Board of each Fund that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance and other non-advisory services, and that there are not expected to be any changes in portfolio management personnel as a result of the Transaction. In this regard, the Board of each Fund took into account that Franklin
Templeton and Legg Mason have informed the Board regarding Legg Masons provision of retention incentives for certain Legg Mason corporate personnel until the Transaction closes, and Franklin Templetons provision of long-term retention
mechanisms for certain personnel following the closing. The Board of each Fund has received information at regular meetings throughout the past year related to the services rendered by the Manager in its management of the Funds affairs and the
Managers role in coordinating the activities of the Funds other service providers. Each Funds Boards evaluation of the services provided by the Manager and the Subadviser(s) took into account the Board Members knowledge
gained as Board Members of other Funds in the Legg Mason fund complex, including knowledge gained regarding the scope and quality of the investment management and other capabilities of the Manager and the Subadviser(s), and the quality of the
Managers administrative and other services. The Board of each Fund observed that the scope of services provided by the Manager and the Subadviser(s), and the undertakings required of the Manager and Subadviser(s) in connection with those
services, including maintaining and monitoring their own and the Funds compliance programs, liquidity management programs and cybersecurity programs, had expanded over time as a result of regulatory, market and other developments. The Board of
each Fund has received and reviewed on a regular basis information from the Manager and the Subadviser(s) regarding the Funds compliance policies and procedures established pursuant to Rule 38a-1 under
the 1940 Act, and took that information into account in its evaluation of the New Agreements. The Board of each Fund also considered the risks associated with the Fund borne by the Advisers and their affiliates (such as entrepreneurial, operational,
reputational, litigation and regulatory risk), as well as the risk management processes of the Manager and Subadviser(s).
The Board of each Fund
considered information provided by Franklin Templeton regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition (pre- and
post-closing).
The Board of each Fund also reviewed the qualifications, backgrounds and responsibilities of the senior personnel of the Manager and the
Subadviser(s) and the team of investment professionals primarily responsible for the day-to-day portfolio management of the Fund. The Board of each Fund noted in
particular that following the Transaction, Franklin Templeton is expected to have resources that will provide it with substantial capacity to
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|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
37
|
Board approval of new management and new subadvisory agreements (unaudited) (contd)
invest across the business. The Board of each Fund also considered the financial resources of Legg Mason and Franklin Templeton and the importance of having a Fund
manager with, or with access to, significant organizational and financial resources.
The Board also considered the benefits to each Fund of being part
of a larger combined organization with greater financial resources following the Transaction, particularly during periods of market disruptions and volatility. In addition, the Board also considered Franklin Templetons significant experience
in dealing with issues unique to the management of closed-end funds.
The Board of each Fund also considered the
policies and practices of the Manager and the Subadvisers regarding the selection of brokers and dealers and the execution of portfolio transactions for the Fund.
The Board of each Fund received performance information for the Fund, as well as for a group of funds (the Performance Universe) selected by Broadridge Financial Solutions, Inc.
(Broadridge), an independent provider of investment company data, based on classifications provided by Thomson Reuters Lipper (Lipper). The Board of each Fund was provided with a description of the methodology used to
determine the similarity of the Fund with the funds included in the Performance Universe. It was noted that while the Board of each Fund has found the Broadridge data generally useful they recognized its limitations, including that the data may vary
depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. It was also noted that the Board of each Fund has received and discussed with
management information throughout the year at periodic intervals comparing the Funds performance against its benchmark and against the Funds peers. In addition, the Board of each Fund considered the Funds performance in light of
overall financial market conditions. Where a Funds performance was below the median during one or more specified periods, the Funds Board noted the explanations from the Advisers concerning the Funds relative performance versus the
peer group for the various periods.
Based on their review of the materials provided and the assurances they had received from Franklin Templeton and
Legg Mason, the Board Members of each Fund determined that the Transaction was not expected to affect adversely the nature, extent and quality of services provided by each Adviser and that the Transaction was not expected to have an adverse effect
on the ability of the Advisers to provide those services, and the Board of each Fund, including the Western Asset Fund, concluded that, overall, the nature, extent and quality of services expected to be provided, including performance, under the New
Agreements for the Fund were sufficient for approval.
|
|
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38
|
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Western Asset Variable Rate Strategic Fund Inc.
|
Management Fees and
Expense Ratios
The Board of each Fund considered that it had reviewed the Funds management fee and total expense ratio at the November 2019
contract renewal meeting. The Board of each Fund considered that the New Management Agreement does not change any Funds management fee rate or the computation method for calculating such fees, and that there is no present intention to alter
expense waiver and reimbursement arrangements that are currently in effect. The Board of each Fund noted that by their terms none of the current expense waiver and reimbursement arrangements would expire before December 2020 and that Franklin
Templeton had indicated that it would consult with the applicable Funds Board before making any changes to the Funds current expense waiver and reimbursement arrangements.
The Board of each Fund reviewed and considered the contractual management fee and the actual management fees paid by the Fund to the Manager in light of the nature, extent and quality of the management and
subadvisory services to be provided by the Manager and the Subadviser(s). The Board of each Fund also noted that the compensation paid to the Subadviser(s) is the responsibility and expense of the Manager, or in some cases another Subadviser, and
not the Fund. In addition, the Board of each Fund received and considered information provided by Broadridge comparing the contractual management fee and the actual management fee for the Fund, as well as the total actual expenses for the Fund, with
those of funds in both the relevant expense group and a broader group of funds, each selected by Broadridge based on classifications provided by Lipper. It was noted that, while the Board of each Fund has found the Broadridge data generally useful,
it recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board of each Fund also considered the overall management fee, the fees of each Subadviser and the portion of the management fee
retained by the Manager after payment of the subadvisory fees, in each case in light of the services rendered for those amounts. The Board of each Fund also received an analysis of Legg Mason complex-wide management fees for Funds with a similar
strategy provided by the Manager, which, among other things, set out a framework of fees based on asset classes.
The Board of each Fund reviewed
information regarding fees charged by the Manager and/or the Subadviser(s) to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, separate accounts. The Manager reviewed with the Board
of each Fund the differences in services provided to these different types of accounts, including that the Fund is provided with certain administrative services, office facilities, and Fund officers (including the Funds chief executive, chief
financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board of each Fund considered the fee comparisons in light of the differences in
management of these different types of accounts and the differences in associated risks borne by the Advisers.
|
|
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Western Asset Variable Rate Strategic Fund Inc.
|
|
39
|
Board approval of new management and
new subadvisory agreements (unaudited) (contd)
In evaluating the costs of the services to be provided by the Advisers under the New
Agreements, the Board Members considered, among other things, whether management fees or other expenses would change as a result of the Transaction. Based on their review of the materials provided and the assurances they had received from Franklin
Templeton and Legg Mason, the Board Members determined that the Transaction would not increase the total fees payable by any Fund for management services.
Taking all of the above into consideration, as well as the factors identified below, the Board of each Fund, including the Western Asset Fund, determined that the
management fee and the subadvisory fees for the Fund were reasonable in light of the nature, extent and quality of the services to be provided to the Fund under the New Agreements.
Profitability and Economies of Scale
The Board of each Fund received and considered an
analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board of each Fund also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board of each
Fund received information with respect to the Managers allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had been previously reviewed by an outside consultant. The profitability
of the Manager and its affiliates was considered by each Funds Board not to be excessive in light of the nature, extent and quality of the services provided to the Fund, including the Western Asset Fund.
The Board of each Fund received and considered information concerning whether the Advisers realize economies of scale as the Funds assets grow. In conjunction
with their most recent or prior deliberations concerning the Current Agreements, the Board Members have noted that advisory or management fee reductions had been implemented for certain Funds, as well as expense limitations, and that after taking
those reductions and expense limitations into account, the Board Members had determined that the total fees for management services, and administrative services for the applicable Funds, were reasonable in light of the services provided to the
Funds, including the Western Asset Fund, and that any economies of scale were being shared appropriately.
The Board Members noted that Franklin
Templeton and Legg Mason expected to realize cost savings from the Transaction based on synergies of operations, primarily at the holding company distribution level, as well as to benefit from possible growth of the Funds resulting from enhanced
distribution capabilities. The Board of each Fund took into account that cost synergies were not the primary driver of the Transaction. However, they noted that other factors could also affect profitability and potential economies of scale, and that
it was not possible to predict with any degree of certainty how the Transaction would affect the Advisers profitability from their relationship with the Funds, nor to quantify at this time any
|
|
|
40
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
possible future economies of scale. The Board Members noted they will have the opportunity to periodically re-examine such profitability and any economies
of scale going forward.
Other Benefits to the Advisers
The Board of each Fund considered other benefits received by the Manager, the Subadviser(s) and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional
products and services to Fund shareholders. In light of the costs of providing investment management and other services to the Funds and the ongoing commitment of the Manager and the Subadviser(s) to the Funds, the Board of each Fund considered that
the ancillary benefits that the Manager, the Subadviser(s) and their affiliates received as a result of their relationship with the Fund, including the Western Asset Fund, were reasonable. In evaluating the
fall-out benefits to be received by the Advisers under the New Agreements, the Board Members considered whether the Transaction would have an impact on the fall-out
benefits received by virtue of the Current Agreements.
The Board of each Fund considered that Franklin Templeton may derive reputational and other
benefits from its ability to use the Legg Mason investment affiliates names in connection with operating and marketing the Funds. The Board of each Fund considered that the Transaction, if completed, would significantly increase Franklin
Templetons assets under management and expand Franklin Templetons investment capabilities.
Conclusion
After consideration of the factors described above as well as other factors, and in the exercise of their business judgment, the Board Members, including the
Independent Board Members, concluded that the New Agreements, including the fees payable thereunder, were fair and reasonable to each Fund and that entering into the New Agreements for each Fund, including the Western Asset Fund, was in the best
interests of the Funds shareholders, and they voted to approve the New Agreements for each Fund and to recommend that the Funds shareholders approve the New Agreements.
|
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
41
|
Additional shareholder information (unaudited)
Results of special meeting of shareholders
On July 6, 2020, a special meeting of shareholders was held for the following purposes: 1) to approve a new management agreement between the Fund and its
investment manager; and 2) to approve a new subadvisory agreement with respect to each of the Funds subadvisers. The following table provides the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each matter voted on at the special meeting of shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item Voted On
|
|
Voted For
|
|
|
Voted Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
To Approve a New Management Agreement with Legg Mason Partners Fund Advisor, LLC
|
|
|
1,935,169
|
|
|
|
1,657,229
|
|
|
|
23,088
|
|
|
|
0
|
|
To Approve a New Subadvisory Agreement with Western Asset Management Company, LLC
|
|
|
1,928,282
|
|
|
|
1,657,917
|
|
|
|
29,287
|
|
|
|
0
|
|
To Approve a New Subadvisory Agreement with Western Asset Management Company Limited
|
|
|
1,928,282
|
|
|
|
1,657,917
|
|
|
|
29,287
|
|
|
|
0
|
|
To Approve a New Subadvisory Agreement with Western Asset Management Company Pte. Ltd.
|
|
|
1,927,952
|
|
|
|
1,654,734
|
|
|
|
32,800
|
|
|
|
0
|
|
|
|
|
42
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
Additional information (unaudited)
Information about Directors and Officers
The business and affairs of Western Asset Variable Rate Strategic Fund Inc. (the Fund) are conducted by management under the supervision and subject to
the direction of its Board of Directors. The business address of each Director is c/o Jane Trust, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Directors and officers of the Fund is
set forth below.
The Funds 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 I
|
Term of office1 and length of time served
|
|
Since 2015
|
Principal occupation(s) during the past five years
|
|
Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002
to 2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special
assignments (1993 to 1998) (Amoco merged with British Petroleum in 1998 forming BP PLC)
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
24
|
|
|
Other board memberships held by Director during the past five years
|
|
None
|
|
|
Carol L. Colman
|
|
|
|
|
Year of birth
|
|
1946
|
|
|
Position(s) held with Fund1
|
|
Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee, Class III
|
|
|
Term of office1 and length of time served
|
|
Since 2004
|
|
|
Principal occupation(s) during the past five years
|
|
President, Colman Consulting Company (consulting)
|
|
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
24
|
|
|
Other board memberships held by Director during the past five years
|
|
None
|
|
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
43
|
Additional information
(unaudited) (contd)
Information about Directors and Officers
|
|
|
Independent Directors (contd)
|
|
|
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 III
|
Term of office1 and length of time served
|
|
Since 2004
|
Principal occupation(s) during the past five years
|
|
Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004)
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
24
|
|
|
Other board memberships held by Director during the past five years
|
|
None
|
|
|
Paolo M. Cucchi
|
|
|
|
|
Year of birth
|
|
1941
|
Position(s) held with Fund1
|
|
Director and Member of Nominating, Audit, and Pricing and Valuation Committees, and Chair of Compensation Committee, Class I
|
Term of office1 and length of time served
|
|
Since 2007
|
Principal occupation(s) during the past five years
|
|
Emeritus Professor of French and Italian (since 2014) and formerly, Vice President and Dean of The College of Liberal Arts (1984 to 2009) and
Professor of French and Italian (2009 to 2014) at Drew University
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
24
|
Other board memberships held by Director during the past five years
|
|
None
|
|
|
William R. Hutchinson
|
|
|
|
|
Year of birth
|
|
1942
|
Position(s) held with Fund1
|
|
Lead Independent Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
|
Term of office1 and length of time served
|
|
Since 2004
|
Principal occupation(s) during the past five years
|
|
President, W.R. Hutchinson & Associates Inc. (consulting) (since 2001)
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
24
|
|
|
Other board memberships held by Director during the past five years
|
|
Director (since 1994) and formerly, Non-Executive Chairman of the Board (December 2009 to April 2020),
Associated Banc Corp. (banking)
|
|
|
|
44
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
|
|
Independent Directors (contd)
|
|
|
|
|
Eileen A. Kamerick
|
|
|
|
|
Year of birth
|
|
1958
|
Position(s) held with Fund1
|
|
Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of Audit Committee, Class III
|
Term of office1 and length of time served
|
|
Since 2013
|
Principal occupation(s) during the past five years
|
|
Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership
Fellow (since 2016) and financial expert Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, Washington University in St. Louis and University of Iowa law schools (since 2007); formerly, Senior Advisor to the
Chief Executive Officer and Executive Vice President and Chief Financial Officer of ConnectWise, Inc. (software and services company) (2015 to 2016); Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014);
Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012)
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
24
|
Other board memberships held by Director during the past five years
|
|
Trustee of AIG Funds and Anchor Series Trust (since 2018); Hochschild Mining plc (precious metals company) (since 2016); Director of Associated
Banc-Corp (financial services company) (since 2007); Westell Technologies, Inc. (technology company) (2003 to 2016)
|
|
|
Nisha Kumar
|
|
|
Year of birth
|
|
1970
|
Position(s) held with Fund1
|
|
Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
|
Term of office1 and length of time served
|
|
Since 2019
|
Principal occupation(s) during the past five years
|
|
Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (since 2011); formerly, Chief
Financial Officer and Chief Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009), Member of the Council of Foreign
Relations
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
24
|
Other board memberships held by Director during the past five years
|
|
Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017-2018); and Director of The Asia
Tigers Fund, Inc. (2016 to 2018)
|
|
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
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45
|
Additional information
(unaudited) (contd)
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 office1 and 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 150 funds associated with Legg
Mason Partners Fund Advisor, LLC (LMPFA) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior 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)
|
|
147
|
Other board memberships held by Director during the past five years
|
|
None
|
|
|
|
Additional Officers
|
|
|
|
Fred Jensen*
Legg Mason
620 Eighth Avenue, 47th Floor, New York, NY 10018
|
|
|
Year of birth
|
|
1963
|
Position(s) held with Fund1
|
|
Chief Compliance Officer
|
Term of office1 and 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)
|
|
Jenna Bailey
Legg Mason
100 First Stamford Place, 5th Floor, Stamford, CT 06902
|
|
|
Year of birth
|
|
1978
|
Position(s) held with Fund1
|
|
Identity Theft Prevention Officer
|
Term of office1 and length of time served
|
|
Since 2015
|
Principal occupation(s) during the past five years
|
|
Senior Compliance Analyst of Franklin Templeton (since 2020); Identity Theft Prevention Officer of certain funds associated with
Legg Mason & Co. or its affiliates (since 2015); formerly, Compliance Officer of Legg Mason & Co. (2013 to 2020); Assistant Vice President of Legg Mason & Co. (2011 to 2020)
|
|
|
|
46
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
|
|
Additional Officers (contd)
|
|
|
|
George P. Hoyt**
Legg Mason
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 office1 and 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)
|
|
Thomas C. Mandia
Legg Mason
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
|
Year of birth
|
|
1962
|
Position(s) held with Fund1
|
|
Assistant Secretary
|
Term of office1 and length of time served
|
|
Since 2006
|
Principal occupation(s) during the past five years
|
|
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)
|
|
Christopher Berarducci
Legg Mason
620 Eighth Avenue, 47th Floor, New York, NY 10018
|
|
|
Year of birth
|
|
1974
|
Position(s) held with Fund1
|
|
Treasurer and Principal Financial Officer
|
Term of office1 and length of time served
|
|
Since 2019
|
Principal occupation(s) during the past five years
|
|
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.
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|
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
47
|
Additional information
(unaudited) (contd)
Information about Directors and Officers
|
|
|
Additional Officers (contd)
|
|
|
|
Jeanne M. Kelly
Legg Mason
620 Eighth Avenue, 47th Floor, New York, NY 10018
|
|
|
Year of birth
|
|
1951
|
Position(s) held with Fund1
|
|
Senior Vice President
|
Term of office1 and length of time served
|
|
Since 2007
|
Principal occupation(s) during the past five years
|
|
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)
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|
Directors who are not interested persons of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the 1940 Act).
|
*
|
Effective April 17, 2020, Mr. Jensen became Chief Compliance Officer.
|
**
|
Effective August 13, 2020, Mr. Hoyt became Secretary and Chief Legal Officer.
|
1
|
The Funds 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 2022, year 2023 and year 2021, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Funds executive officers are
chosen each year, to hold office until their successors are duly elected and qualified.
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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.
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|
|
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48
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
Annual chief executive officer and
principal financial officer certifications (unaudited)
The Funds Chief
Executive Officer (CEO) has submitted to the NYSE the required annual certification and the Fund also has included the Certifications of the Funds CEO and Principal Financial Officer required by Section 302 of the
Sarbanes-Oxley Act in the Funds Form N-CSR filed with the SEC for the period of this report.
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|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
49
|
Other shareholder communications regarding accounting
matters (unaudited)
The Funds 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 Funds Audit Committee
Chair. Complaints may be submitted on an anonymous basis.
The CCO may be contacted at:
Legg Mason & Co., LLC
Compliance Department
620 Eighth Avenue, 47th Floor
New York, New York 10018
Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through
this number will be received by the CCO.
|
|
|
50
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
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 Funds
Dividend Reinvestment Plan (the Plan). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare
Trust Company, N.A., as dividend paying agent.
If you participate in the Plan, the number of shares of Common Stock you will receive will be determined
as follows:
(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date
is not a NYSE trading day, the immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal
to the greater of (a) the net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.
(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close
of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading
day following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders;
except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the
Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases,
the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the
day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.
Common Stock in your account will be held by
the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e.,
opt-out) by notifying the Plan Agent in writing at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date;
|
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
51
|
Dividend reinvestment plan
(unaudited) (contd)
otherwise such withdrawal will be effective as soon as practicable after the Plan Agents 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 Funds net asset value declines. While
dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.
Automatically reinvesting dividends
and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.
The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated,
amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon
any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf.
Additional information about the Plan and your account may be obtained from the Plan Agent at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151.
|
|
|
52
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
Important tax information (unaudited)
The following information is provided with respect to the distributions paid during the taxable year ended September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record date:
|
|
|
9/20/2019
|
|
|
|
10/18/2019
|
|
|
|
Monthly
|
|
|
|
Monthly
|
|
Payable date:
|
|
|
10/1/2019
|
|
|
|
11/1/2019
|
|
|
|
December 2019
|
|
|
|
January 2020
through
September 2020
|
|
Ordinary Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualified Dividend Income for Individuals
|
|
|
18.27
|
%
|
|
|
12.81
|
%
|
|
|
12.68
|
%
|
|
|
29.22
|
%
|
Dividends Qualifying for the Dividends Received Deduction for Corporations
|
|
|
16.90
|
%
|
|
|
12.64
|
%
|
|
|
12.54
|
%
|
|
|
29.22
|
%
|
Tax Return of Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50.39
|
%
|
The following information is applicable to non-U.S. resident shareholders
|
|
|
|
|
Record date:
|
|
Monthly
|
|
Monthly
|
Payable date:
|
|
October 2019 through
December 2019
|
|
January 2020 through
September 2020
|
Ordinary income*
|
|
43.00%
|
|
70.00%
|
*
|
The following percentages of the ordinary income distributions paid by the Fund represent Interest-related dividends eligible for exemption from U.S.
withholding tax for non resident aliens and foreign corporations.
|
|
|
|
Western Asset Variable Rate Strategic Fund Inc.
|
|
53
|
Western Asset
Variable Rate Strategic Fund Inc.
Directors
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
William R. Hutchinson
Eileen A. Kamerick
Nisha Kumar
Jane Trust
Chairman
Officers
Jane Trust
President and Chief Executive Officer
Christopher Berarducci
Treasurer and Principal Financial Officer
Fred Jensen*
Chief Compliance Officer
Jenna Bailey
Identity Theft Prevention Officer
George P.
Hoyt**
Secretary and Chief Legal Officer
Thomas C. Mandia
Assistant Secretary
Jeanne M. Kelly
Senior Vice President
*
|
Effective April 17, 2020, Mr. Jensen became Chief Compliance Officer.
|
**
|
Effective August 13, 2020, Mr. Hoyt became Secretary and Chief Legal Officer.
|
Western Asset Variable Rate Strategic 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.
462 South 4th Street, Suite 1600 Louisville, KY 40202
Independent registered public accounting firm
PricewaterhouseCoopers LLP Baltimore, MD
Legal counsel
Simpson
Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017
New York Stock Exchange Symbol
GFY
Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds
This Privacy and Security Notice (the Privacy Notice) addresses the Legg Mason Funds privacy and data protection practices with respect to
nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end
funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and
maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:
|
|
Personal information included on applications or other forms;
|
|
|
Account balances, transactions, and mutual fund holdings and positions;
|
|
|
Bank account information, legal documents, and identity verification documentation;
|
|
|
Online account access user IDs, passwords, security challenge question responses; and
|
|
|
Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individuals total debt,
payment history, etc.).
|
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial
institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have
authorized or as permitted or required by law. The Funds may disclose information about you to:
|
|
Employees, agents, and affiliates on a need to know basis to enable the Funds to conduct ordinary business or to comply with obligations to
government regulators;
|
|
|
Service providers, including the Funds affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or
processing or servicing your account with us) or otherwise perform services on the Funds behalf, including companies that may perform statistical analysis, market research and marketing services solely for the Funds;
|
|
|
Permit access to transfer, whether in the United States or countries outside of the United States to such Funds employees, agents and affiliates and
service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;
|
|
|
The Funds representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations
to government regulators;
|
|
|
Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.
|
|
NOT PART OF THE ANNUAL REPORT
|
Legg Mason Funds Privacy and Security Notice (contd)
Except as otherwise permitted by applicable law, companies acting on the Funds
behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them
to perform.
The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as
permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be
required to disclose your nonpublic personal information to third parties. While it is the Funds practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will
remain unchanged.
Keeping You Informed of the Funds Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they
will notify you promptly if this privacy policy changes.
The Funds Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds internal data
security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event
of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications
or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.
In
order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the
Funds privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds website at
www.leggmason.com, or contact the Funds at 1-888-777-0102.
Revised April 2018
|
NOT PART OF THE ANNUAL REPORT
|
Western Asset Variable Rate Strategic Fund Inc.
Western Asset Variable Rate Strategic 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 Funds Forms N-PORT are available
on the SECs 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.lmcef.com and (3) on the SECs website at
www.sec.gov.
This report is transmitted to the shareholders of Western Asset Variable Rate Strategic Fund Inc. for their information. This is not a
prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Computershare
Inc.
462 South 4th Street, Suite 1600
Louisville, KY
40202
WASX010407 11/20 SR20-4013
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.
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
Firms contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg
Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
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.
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.
Once proxy materials are received
by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:
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.
Records are maintained in an easily accessible place for five years, the first two in Western Assets offices.
Western Assets proxy
policies are described in the firms 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.
All proxies are reviewed
by the Legal and Compliance Department for material conflicts of interest.
Western Assets substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the
designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been
approved and are recommended by a companys 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.
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:
Western Asset votes proxies for the election of the companys nominees for
directors and for board- approved proposals on other matters relating to the board of directors with the following exceptions:
Western Asset generally favors compensation programs that relate executive compensation to a companys long-term
performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
The management of a companys 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 companys capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
Western Asset votes for board-approved proposals approving such routine business
matters such as changing the companys name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek to
change some aspect of a companys corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the companys board of directors on all shareholder
proposals, except as follows:
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 DOLs 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.
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 Firms contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote
(such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western
Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
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.
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.
Once proxy materials are
received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:
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.
Records are maintained in an easily accessible place for five years, the first two in Western Assets offices.
Western Assets proxy policies are described in the firms 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.
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:
Western Assets substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the
designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been
approved and are recommended by a companys 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.
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:
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek to
change some aspect of a companys corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the companys board of directors on all shareholder
proposals, except as follows:
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 DOLs 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 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.
As a fixed income only
manager, the occasion to vote proxies for WAMJ is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firms contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote
(such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, WAMJ will
not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
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.
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.
Once proxy materials are received
by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:
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.
WAMJ maintains records of proxies. These records include:
Records are maintained in an easily accessible place for five years, the first two in WAMJs offices.
WAMJs proxy policies are
described in the firms 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.
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:
WAMJs substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated
research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been
approved and are recommended by a companys board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV
addresses unique considerations pertaining to foreign issuers.
1b. Board Approved Proposals
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and
recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, WAMJ generally votes in support of decisions reached by independent boards of directors. More specific
guidelines related to certain board-approved proposals are as follows:
WAMJ votes proxies for the election of the companys nominees for directors and for board-approved proposals on other matters relating to
the board of directors with the following exceptions:
WAMJ generally favors compensation programs that relate executive compensation to a companys long- term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
The management of a companys 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
companys capitalization except where WAMJ is otherwise withholding votes for the entire board of directors.
WAMJ votes against board-approved proposals to adopt anti-takeover measures except as follows:
WAMJ votes for board-approved proposals approving such routine business matters such as changing the companys name, ratifying the
appointment of auditors and procedural matters relating to the shareholder meeting.
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek to
change some aspect of a companys corporate governance structure or to change some aspect of its business operations. WAMJ votes in accordance with the recommendation of the companys board of directors on all shareholder proposals, except
as follows:
WAMS has adopted and
implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and the applicable laws and regulations. In addition to SEC
requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firms contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote
(such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, WAMS will
not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
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 and portfolio managers are determining appropriate voting positions on each proxy utilizing any applicable guidelines contained
in these procedures.
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 Recipients 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 to 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.
Once proxy
materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:
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.
Whether the vote was cast for or against the recommendation of the issuers management team. Records are maintained in an easily
accessible plan for five years, the first two in Western Assets offices.
Western Assets proxy policies are described in the firms 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.
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:
Western Assets substantive voting decisions turn on the particular facts and
circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part 1 deals with proposals
which have been approved and are recommended by a companys 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.
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:
Western Asset votes proxies for the election of the companys nominees for directors and for board-approved proposals on other matters
relating to the board of directors with the following exceptions:
Western Asset generally favors compensation programs that relate executive compensation to a companys long-term performance. Votes are
cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
The management of a companys capital structure involves a number
of important issues, including cash flows, financing needs and market conditions that are unique to the circumstance of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a companys capitalization except where Western Asset is otherwise withholding votes for the entire
board of directors.
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 DOLs 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.