UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-21609

 

Western Asset Variable Rate Strategic Fund Inc.

(Exact name of registrant as specified in charter)

 

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

 

10018

(Address of principal executive offices)

 

(Zip code)

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(888) 777-0102

 

 

Date of fiscal year end:

September 30

 

 

Date of reporting period:

March 31, 2013

 

 



 

ITEM 1.                 REPORT TO STOCKHOLDERS.

 

The Semi-Annual Report to Stockholders is filed herewith.

 



 

March 31, 2013

 

 

 

Semi-Annual Report

 

 

Western Asset Variable Rate Strategic Fund Inc.

(GFY)

 

 

 

 

 

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

 

 

 


 

 

II

 

Western Asset Variable Rate Strategic Fund Inc.

 

 

 

Fund objective

 

The Fund’s investment objective is to maintain a high level of current income.

 

What’s inside

 

Letter from chairman

II

Investment commentary

III

Fund at a glance

1

Spread duration

2

Effective duration

3

Schedule of investments

4

Statement of assets and liabilities

19

Statement of operations

20

Statements of changes in net assets

21

Financial highlights

22

Notes to financial statements

23

Board approval of management and subadvisory agreements

42

Additional shareholder information

49

Dividend reinvestment plan

50

 

Letter from the chairman

 

 

 

Dear Shareholder,

 

We are pleased to provide the semi-annual report of Western Asset Variable Rate Strategic Fund Inc. for the six-month reporting period ended March 31, 2013. Please read on for Fund performance information and a detailed look at prevailing economic and market conditions during the Fund’s reporting period.

 

Recent regulations adopted by the Commodity Futures Trading Commission (the “CFTC”) require operators of registered investment companies, including closed-end funds, to register as “commodity pool operators” unless the fund limits its investments in commodity interests. Effective December 31, 2012, your Fund’s manager has claimed the exclusion from the definition of “commodity pool operator.” More information about the CFTC rules and their effect on the Fund is included later in this report on page 41.

 

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

 

·  Fund prices and performance,

 

·  Market insights and commentaries from our portfolio managers, and

 

·  A host of educational resources.

 

We look forward to helping you meet your financial goals.

 

Sincerely,

 

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

 

April 26, 2013

 

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

III

 

Investment commentary

 

Economic review

 

The U.S. economy continued to grow over the six months ended March 31, 2013 (the “reporting period”), but it did so in fits and starts. Looking back, U.S. gross domestic product (“GDP”)i growth, as reported by the U.S. Department of Commerce, was 1.3% in the second quarter of 2012. Economic growth accelerated to 3.1% in the third quarter, partially due to increased private inventory investment, higher federal government spending and moderating imports. However, economic activity sharply moderated in the fourth quarter, with GDP expanding an anemic 0.4%. This was driven by a reversal of the above factors, as private inventory investment and federal government spending weakened. The reporting period then ended on a positive note, as the U.S. Department of Commerce’s initial estimate for first quarter 2013 GDP growth was 2.5%. Accelerating growth was due, in part, to strengthening consumer spending, which rose 3.2% during the first quarter, versus a 1.8% increase during the previous quarter.

 

While there was some improvement in the U.S. job market, unemployment remained elevated throughout the reporting period. When the period began, unemployment, as reported by the U.S. Department of Labor, was 7.8%. The unemployment rate fluctuated between 7.8% and 7.9% through January 2013. Unemployment then fell to 7.7% in February and 7.6% in March, the lowest level since December 2008. However, the decline in March was partially due to people leaving the workforce. In addition, the number of longer-term unemployed continues to be a headwind for the economy, as nearly 40% of the 11.7 million people without a job have been out of work for more than six months.

 

Meanwhile, the housing market brightened, as sales generally improved and home prices continued to rebound. According to the National Association of Realtors (“NAR”), existing-home sales slipped 0.6% on a seasonally adjusted basis in March 2013 versus the previous month, but were 10.3% higher than in March 2012. In addition, the NAR reported that the median existing-home price for all housing types was $184,300 in March 2013, up 11.8% from March 2012. This marked the thirteenth consecutive month that home prices rose compared to the same period a year earlier. While the inventory of homes available for sale rose modestly in March to a 4.7 month supply at the current sales pace, it was 16.8% lower than in March 2012.

 

While manufacturing activity was weak in many international developed countries, it was generally positive in the U.S. Based on the Institute for Supply Management’s PMI (“PMI”)ii, the U.S. manufacturing sector expanded for the second straight month in October 2012, with a reading of 51.7 (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion). The PMI then fell to contraction territory with a reading of 49.5 in November. However, manufacturing expanded over the next four months, with the PMI at 51.3 in March 2013. During March, 14 of the 18 industries within the PMI expanded.

 


 

 

IV

 

Western Asset Variable Rate Strategic Fund Inc.

 

 

 

Investment commentary (cont’d)

 

Market review

 

Q. How did the Federal Reserve Board (“Fed”)iii respond to the economic environment?

 

A. The Fed took a number of actions as it sought to meet its dual mandate of fostering maximum employment and price stability. As has been the case since December 2008, the Fed kept the federal funds rateiv at a historically low range between zero and 0.25%. At its September 2012 meeting, prior to the beginning of the reporting period, the Fed announced a third round of quantitative easing (“QE3”), which involves purchasing $40 billion each month of agency mortgage-backed securities (“MBS”) on an open-end basis. In addition, the Fed further extended the duration that it expects to keep the federal funds rate on hold, until at least mid-2015. At its meeting in December, the Fed announced that it would continue purchasing $40 billion per month of agency MBS, as well as initially purchasing $45 billion a month of longer-term Treasuries. The Fed also said that it would keep the federal funds rate on hold “...as long as the unemployment rate remains above 6.5%, inflation between one and two years ahead is projected to be no more than a half percentage point above the Committee’s 2% longer-run goal, and longer-term inflation expectations continue to be well anchored.” As expected, at its meeting in March 2013, the Fed said it would continue its asset purchase program. It also stated that “When the Committee decides to begin to remove policy accommodation, it will take a balanced approach consistent with its longer-run goals of maximum employment and inflation of 2%.”

 

Q. Did Treasury yields trend higher or lower during the six months ended March 31, 2013?

 

A. Both short- and long-term Treasury yields moved higher during the reporting period. When the period began, the yield on the two-year Treasury was 0.23%, matching its low over the six months ended March 31, 2013. It rose as high as 0.32% on October 22 and ended the period at 0.25%. The yield on the ten-year Treasury began the period at 1.65%. Ten-year Treasuries hit a low of 1.58% in mid-November 2012 and peaked at 2.07% on March 11, 2013, before ending the period at 1.87%.

 

Q. What factors impacted the spread sectors (non-Treasuries) during the reporting period?

 

A. The spread sectors experienced periods of volatility during the period given a number of macro issues, including the European sovereign debt crisis, mixed economic data and concerns related to the U.S. “fiscal cliff” and sequestration. However, the majority of spread sectors outperformed equal-durationv Treasuries given generally solid demand from investors looking to generate incremental yield in the low interest rate environment. For the six months ended March 31, 2013, the Barclays U.S. Aggregate Indexvi returned 0.09%.

 

Q. How did the high-yield market perform over the six months ended March 31, 2013?

 

A. The U.S. high-yield bond market generated a strong return during the reporting period. The asset class, as measured by the Barclays U.S. Corporate High Yield — 2% Issuer Cap

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

V

 

Indexvii, posted positive returns during all six months of the period. Risk appetite was often solid as investors were drawn to higher yielding securities. All told, the high-yield market gained 6.28% for the six months ended March 31, 2013.

 

Q. How did the emerging market debt asset class perform over the reporting period?

 

A. The asset class generated mixed results during the six months ended March 31, 2013. After rising during the first half of the reporting period, the asset class declined over the second half of the period. Overall, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)viii returned 0.95% over the six months ended March 31, 2013.

 

Performance review

 

For the six months ended March 31, 2013, Western Asset Variable Rate Strategic Fund Inc. returned 5.12% based on its net asset value (“NAV”)ix and 4.86% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the BofA Merrill Lynch USD LIBOR 3-Month Constant Maturity Indexx returned 0.17% over the same time frame. The Lipper Global Income Closed-End Funds Category Averagexi returned 5.15% for the same period. Please note that Lipper performance returns are based on each fund’s NAV.

 

During this six-month period, the Fund made distributions to shareholders totaling $0.44 per share, which may have included a return of capital. The performance table shows the Fund’s six-month total return based on its NAV and market price as of March 31, 2013. Past performance is no guarantee of future results.

 

Performance Snapshot as of March 31, 2013 (unaudited)

 

Price Per Share

 

6-Month
Total Return*

 

$18.96 (NAV)

 

5.12%†

 

$18.89 (Market Price)

 

4.86%‡

 

 

All figures represent past performance and are not a guarantee of future results. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

 

*  Total returns are based on changes in NAV or market price, respectively.

 

†  Total return assumes the reinvestment of all distributions, including returns of capital, if any, at NAV.

 

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

 

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 on-line under the symbol “XGFYX” on most financial websites. Barron’s and the Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com.

 

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

 


 

 

VI

 

Western Asset Variable Rate Strategic Fund Inc.

 

 

 

Investment commentary (cont’d)

 

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

 

Sincerely,

 

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

 

April 26, 2013

 

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. Common shares at any point in time may be worth less than when invested, even after taking into account the reinvestment of Fund dividends and distributions. The Fund invests in fixed- income securities which are subject to credit risks, including the risk of nonpayment of scheduled interest or loan payments, which could lower the Fund’s value. The Fund’s investments are subject to credit risk, inflation risk and interest rate risk. 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. High-yield 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 changes in political conditions. These risks are magnified in emerging or developing markets. 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.

 

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

 

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

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

VII

 

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

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

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

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

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

vi        The 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.

vii     The Barclays U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market.

viii  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.

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

x           The BofA Merrill Lynch 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.

xi        Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the six-month period ended March 31, 2013, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 14 funds in the Fund’s Lipper category.

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(This page intentionally left blank.)

 

 


 

 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

1

 

Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

       The bar graph above represents the composition of the Fund’s investments as of March 31, 2013 and September 30, 2012. and does not include derivatives, such as future contracts, written options, forward foreign currency contracts and swap contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

       Represents less than 0.1%.

 


 

 

2

 

 Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Spread duration (unaudited)

 

Economic exposure — March 31, 2013

 

 

Total Spread Duration

GFY

 

— 2.55 years

Benchmark

 

— 0.00 years

 

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

 


ABS

 

— Asset Backed Securities

EM

 

— Emerging Markets

GFY

 

— Western Asset Variable Rate Strategic Fund Inc.

HY

 

— High Yield

IG Credit

 

— Investment Grade Credit

MBS

 

— Mortgage Backed Securities

Benchmark

 

— BofA Merrill Lynch USD LIBOR 3-Month Constant Maturity

 


 

 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

3

 

Effective duration (unaudited)

 

Interest rate exposure — March 31, 2013

 

 

Total Effective Duration

GFY

 

— 1.11 years

Benchmark

 

— 0.25 years

 

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

 


ABS

 

— Asset Backed Securities

EM

 

— Emerging Markets

GFY

 

— Western Asset Variable Rate Strategic Fund Inc.

IG Credit

 

— Investment Grade Credit

HY

 

— High Yield

MBS

 

— Mortgage Backed Securities

Benchmark

 

— BofA Merrill Lynch USD LIBOR 3-Month Constant Maturity

 

 


 

 

4

 

 Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Schedule of investments (unaudited)

March 31, 2013

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Corporate Bonds & Notes — 32.8%

 

 

 

 

 

 

 

 

 

Consumer Discretionary — 3.6%

 

 

 

 

 

 

 

 

 

Automobiles — 0.7%

 

 

 

 

 

 

 

 

 

Ford Motor Credit Co., LLC, Senior Notes

 

2.750

%

5/15/15

 

590,000

 

$       602,560

 

Ford Motor Credit Co., LLC, Senior Notes

 

5.875

%

8/2/21

 

250,000

 

286,462

 

Total Automobiles

 

 

 

 

 

 

 

889,022

 

Consumer Finance — 0.2%

 

 

 

 

 

 

 

 

 

Abbey National Treasury Services PLC, Senior Notes

 

1.881

%

4/25/14

 

180,000

 

181,745

(a)

Diversified Consumer Services — 0.0%

 

 

 

 

 

 

 

 

 

Service Corp. International, Senior Notes

 

7.625

%

10/1/18

 

30,000

 

35,362

 

Hotels, Restaurants & Leisure — 0.6%

 

 

 

 

 

 

 

 

 

Caesars Entertainment Operating Co. Inc., Senior Secured Notes

 

11.250

%

6/1/17

 

175,000

 

187,031

 

Choctaw Resort Development Enterprise, Senior Notes

 

7.250

%

11/15/19

 

218,000

 

206,010

(b)

El Pollo Loco Inc., Secured Notes

 

17.000

%

1/1/18

 

128,236

 

137,854

(b)(c)

MGM Resorts International, Senior Notes

 

7.625

%

1/15/17

 

230,000

 

256,450

 

Snoqualmie Entertainment Authority, Senior Secured Notes

 

4.223

%

2/1/14

 

10,000

 

10,000

(a)(b)

Total Hotels, Restaurants & Leisure

 

 

 

 

 

 

 

797,345

 

Household Durables — 0.0%

 

 

 

 

 

 

 

 

 

Newell Rubbermaid Inc., Senior Notes

 

2.000

%

6/15/15

 

40,000

 

40,718

 

Media — 1.8%

 

 

 

 

 

 

 

 

 

Comcast Corp., Senior Notes

 

6.500

%

1/15/17

 

400,000

 

478,503

 

DISH DBS Corp., Senior Notes

 

6.750

%

6/1/21

 

400,000

 

446,000

 

Nara Cable Funding Ltd., Senior Secured Notes

 

8.875

%

12/1/18

 

600,000

 

631,500

(b)

News America Inc., Notes

 

5.300

%

12/15/14

 

200,000

 

215,302

(d)

Time Warner Cable Inc., Senior Notes

 

4.125

%

2/15/21

 

400,000

 

430,035

 

UPC Holding BV, Senior Notes

 

9.875

%

4/15/18

 

30,000

 

33,638

(b)

Total Media

 

 

 

 

 

 

 

2,234,978

 

Specialty Retail — 0.3%

 

 

 

 

 

 

 

 

 

Lowe’s Cos. Inc., Senior Notes

 

2.125

%

4/15/16

 

300,000

 

312,541

 

Total Consumer Discretionary

 

 

 

 

 

 

 

4,491,711

 

Consumer Staples — 2.4%

 

 

 

 

 

 

 

 

 

Beverages — 0.3%

 

 

 

 

 

 

 

 

 

Anheuser-Busch InBev Worldwide Inc., Senior Notes

 

4.125

%

1/15/15

 

90,000

 

95,550

 

Anheuser-Busch InBev Worldwide Inc., Senior Notes

 

2.875

%

2/15/16

 

300,000

 

318,142

 

Total Beverages

 

 

 

 

 

 

 

413,692

 

 

See Notes to Financial Statements.

 

 


 

 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

5

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Food & Staples Retailing — 0.5%

 

 

 

 

 

 

 

 

 

Kroger Co., Notes

 

3.900

%

10/1/15

 

360,000

 

$       384,910

 

Wal-Mart Stores Inc., Senior Notes

 

2.800

%

4/15/16

 

300,000

 

319,351

 

Total Food & Staples Retailing

 

 

 

 

 

 

 

704,261

 

Food Products — 0.4%

 

 

 

 

 

 

 

 

 

Kraft Foods Group Inc., Senior Notes

 

5.375

%

2/10/20

 

104,000

 

124,282

 

Mondelez International Inc., Senior Notes

 

2.625

%

5/8/13

 

260,000

 

260,509

(d)

Mondelez International Inc., Senior Notes

 

5.375

%

2/10/20

 

96,000

 

114,386

 

Total Food Products

 

 

 

 

 

 

 

499,177

 

Tobacco — 1.2%

 

 

 

 

 

 

 

 

 

Alliance One International Inc., Senior Notes

 

10.000

%

7/15/16

 

70,000

 

74,287

 

Altria Group Inc., Senior Notes

 

9.250

%

8/6/19

 

350,000

 

488,484

 

BAT International Finance PLC, Senior Notes

 

1.400

%

6/5/15

 

600,000

 

607,462

(b)(d)

Reynolds American Inc., Senior Secured Notes

 

7.300

%

7/15/15

 

270,000

 

307,500

 

Total Tobacco

 

 

 

 

 

 

 

1,477,733

 

Total Consumer Staples

 

 

 

 

 

 

 

3,094,863

 

Energy — 5.3%

 

 

 

 

 

 

 

 

 

Energy Equipment & Services — 0.3%

 

 

 

 

 

 

 

 

 

Hercules Offshore Inc., Senior Secured Notes

 

10.500

%

10/15/17

 

60,000

 

65,400

(b)

Key Energy Services Inc., Senior Notes

 

6.750

%

3/1/21

 

350,000

 

366,625

 

Total Energy Equipment & Services

 

 

 

 

 

 

 

432,025

 

Oil, Gas & Consumable Fuels — 5.0%

 

 

 

 

 

 

 

 

 

Anadarko Petroleum Corp., Senior Notes

 

7.625

%

3/15/14

 

160,000

 

170,216

(d)

Anadarko Petroleum Corp., Senior Notes

 

6.375

%

9/15/17

 

240,000

 

286,751

 

BP Capital Markets PLC, Senior Notes

 

3.125

%

10/1/15

 

530,000

 

559,954

(d)

Chesapeake Energy Corp., Senior Notes

 

7.250

%

12/15/18

 

285,000

 

324,900

 

Chesapeake Energy Corp., Senior Notes

 

6.625

%

8/15/20

 

150,000

 

164,625

 

CONSOL Energy Inc., Senior Notes

 

8.250

%

4/1/20

 

160,000

 

178,000

 

Devon Energy Corp., Senior Notes

 

2.400

%

7/15/16

 

400,000

 

414,908

 

Enterprise Products Operating LLC, Junior Subordinated Notes

 

8.375

%

8/1/66

 

80,000

 

92,068

(a)

Enterprise Products Operating LLC, Senior Notes

 

3.200

%

2/1/16

 

450,000

 

477,804

 

Enterprise Products Operating LLP, Subordinated Notes

 

7.034

%

1/15/68

 

120,000

 

139,344

(a)

Kinder Morgan Energy Partners LP, Senior Notes

 

6.000

%

2/1/17

 

170,000

 

197,799

 

LUKOIL International Finance BV, Bonds

 

6.356

%

6/7/17

 

210,000

 

239,589

(b)

LUKOIL International Finance BV, Senior Notes

 

7.250

%

11/5/19

 

240,000

 

288,000

(b)

Petrobras International Finance Co., Senior Notes

 

3.875

%

1/27/16

 

250,000

 

262,871

 

Petrobras International Finance Co., Senior Notes

 

5.750

%

1/20/20

 

780,000

 

862,972

 

Plains Exploration & Production Co., Senior Notes

 

8.625

%

10/15/19

 

40,000

 

45,600

 

Range Resources Corp., Senior Subordinated Notes

 

6.750

%

8/1/20

 

550,000

 

607,750

 

 

See Notes to Financial Statements.

 

 


 

 

6

 

 Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Schedule of investments (unaudited) (cont’d)

March 31, 2013

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Oil, Gas & Consumable Fuels — continued

 

 

 

 

 

 

 

 

 

Shell International Finance BV, Senior Notes

 

3.100

%

6/28/15

 

380,000

 

$       401,863

(d)

TNK-BP Finance SA, Senior Notes

 

7.875

%

3/13/18

 

200,000

 

241,000

(b)

Williams Cos. Inc., Senior Notes

 

8.750

%

3/15/32

 

229,000

 

309,120

 

Total Oil, Gas & Consumable Fuels

 

 

 

 

 

 

 

6,265,134

 

Total Energy

 

 

 

 

 

 

 

6,697,159

 

Financials — 12.3%

 

 

 

 

 

 

 

 

 

Capital Markets — 1.6%

 

 

 

 

 

 

 

 

 

Goldman Sachs Capital III, Preferred Securities

 

4.000

%

5/13/13

 

550,000

 

458,562

(a)(e)

Goldman Sachs Group Inc., Senior Notes

 

5.250

%

10/15/13

 

340,000

 

348,379

 

Morgan Stanley, Senior Notes

 

2.792

%

5/14/13

 

310,000

 

310,823

(a)

Morgan Stanley, Senior Notes

 

6.000

%

5/13/14

 

400,000

 

421,714

 

UBS AG Stamford CT, Senior Notes

 

3.875

%

1/15/15

 

400,000

 

422,458

 

Total Capital Markets

 

 

 

 

 

 

 

1,961,936

 

Commercial Banks — 3.1%

 

 

 

 

 

 

 

 

 

Barclays Bank PLC, Senior Notes

 

5.000

%

9/22/16

 

200,000

 

224,813

 

BBVA US Senior SAU, Senior Notes

 

3.250

%

5/16/14

 

400,000

 

402,529

 

BBVA US Senior SAU, Senior Notes

 

4.664

%

10/9/15

 

200,000

 

205,216

 

Commonwealth Bank of Australia, Senior Notes

 

1.950

%

3/16/15

 

370,000

 

378,947

 

Cooperatieve Centrale Raiffeisen- Boerenleenbank BA, Senior Notes

 

3.375

%

1/19/17

 

190,000

 

203,599

 

Credit Agricole SA, Subordinated Notes

 

8.375

%

10/13/19

 

620,000

 

681,225

(a)(b)(e)

Danske Bank A/S, Senior Notes

 

1.355

%

4/14/14

 

300,000

 

301,712

(a)(b)

Intesa Sanpaolo SpA, Senior Notes

 

3.625

%

8/12/15

 

140,000

 

139,979

(b)

Rabobank Nederland NV, Junior Subordinated Notes

 

11.000

%

6/30/19

 

260,000

 

349,915

(a)(b)(e)

Wachovia Capital Trust III, Junior Subordinated Bonds

 

5.570

%

5/13/13

 

300,000

 

301,425

(a)(e)

Wells Fargo & Co., Senior Notes

 

3.750

%

10/1/14

 

450,000

 

471,396

 

Wells Fargo & Co., Senior Notes

 

3.676

%

6/15/16

 

250,000

 

270,534

 

Total Commercial Banks

 

 

 

 

 

 

 

3,931,290

 

Consumer Finance — 3.8%

 

 

 

 

 

 

 

 

 

Ally Financial Inc., Senior Notes

 

6.750

%

12/1/14

 

307,000

 

330,792

 

Ally Financial Inc., Senior Notes

 

8.000

%

3/15/20

 

280,000

 

348,600

 

American Express Co., Senior Notes

 

2.650

%

12/2/22

 

517,000

 

507,707

 

GMAC Inc., Senior Notes

 

2.487

%

12/1/14

 

1,956,000

 

1,959,351

(a)

HSBC Finance Corp., Senior Notes

 

6.676

%

1/15/21

 

500,000

 

592,589

 

SLM Corp., Notes

 

0.601

%

1/27/14

 

700,000

 

694,211

(a)

Toyota Motor Credit Corp., Senior Notes

 

2.000

%

9/15/16

 

400,000

 

414,512

 

Total Consumer Finance

 

 

 

 

 

 

 

4,847,762

 

 

See Notes to Financial Statements.

 

 

 

 

 


 

 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

7

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Diversified Financial Services — 3.5%

 

 

 

 

 

 

 

 

 

Bank of America Corp., Senior Notes

 

3.750

%

7/12/16

 

600,000

 

$       638,633

 

Bank of America Corp., Senior Notes

 

1.354

%

3/22/18

 

660,000

 

660,154

(a)

CDP Financial Inc., Senior Notes

 

3.000

%

11/25/14

 

300,000

 

311,858

(b)

Citigroup Inc., Senior Notes

 

6.375

%

8/12/14

 

850,000

 

911,221

(d)

Citigroup Inc., Senior Notes

 

5.500

%

10/15/14

 

120,000

 

128,099

(d)

General Electric Capital Corp., Senior Notes

 

2.950

%

5/9/16

 

550,000

 

581,805

 

International Lease Finance Corp., Senior Notes

 

8.750

%

3/15/17

 

490,000

 

578,813

 

JPMorgan Chase & Co., Senior Notes

 

3.150

%

7/5/16

 

550,000

 

583,610

 

Total Diversified Financial Services

 

 

 

 

 

 

 

4,394,193

 

Insurance — 0.1%

 

 

 

 

 

 

 

 

 

American International Group Inc., Senior Notes

 

3.750

%

11/30/13

 

170,000

 

173,497

(b)

Thrifts & Mortgage Finance — 0.2%

 

 

 

 

 

 

 

 

 

Santander Holdings USA Inc., Senior Notes

 

4.625

%

4/19/16

 

240,000

 

256,833

 

Total Financials

 

 

 

 

 

 

 

15,565,511

 

Health Care — 0.9%

 

 

 

 

 

 

 

 

 

Health Care Providers & Services — 0.9%

 

 

 

 

 

 

 

 

 

Humana Inc., Senior Notes

 

6.450

%

6/1/16

 

300,000

 

346,387

 

McKesson Corp., Senior Notes

 

3.250

%

3/1/16

 

300,000

 

321,744

 

Tenet Healthcare Corp., Senior Secured Notes

 

8.875

%

7/1/19

 

326,000

 

367,565

 

Vanguard Health Holdings Co., II LLC, Senior Notes

 

8.000

%

2/1/18

 

80,000

 

85,500

 

Total Health Care

 

 

 

 

 

 

 

1,121,196

 

Industrials — 1.2%

 

 

 

 

 

 

 

 

 

Airlines — 0.2%

 

 

 

 

 

 

 

 

 

Air 2 US, Notes

 

8.027

%

10/1/19

 

73,144

 

76,802

(b)

DAE Aviation Holdings Inc., Senior Notes

 

11.250

%

8/1/15

 

148,000

 

152,625

(b)

Delta Air Lines Inc., Pass-Through Certificates, Secured Notes

 

8.021

%

8/10/22

 

55,259

 

60,856

 

Total Airlines

 

 

 

 

 

 

 

290,283

 

Commercial Services & Supplies — 0.3%

 

 

 

 

 

 

 

 

 

Altegrity Inc., Senior Subordinated Notes

 

10.500

%

11/1/15

 

52,000

 

46,540

(b)

Waste Management Inc., Senior Notes

 

2.600

%

9/1/16

 

300,000

 

314,725

 

Total Commercial Services & Supplies

 

 

 

 

 

 

 

361,265

 

Construction & Engineering — 0.5%

 

 

 

 

 

 

 

 

 

Odebrecht Finance Ltd., Senior Notes

 

6.000

%

4/5/23

 

580,000

 

652,500

(b)

Industrial Conglomerates — 0.1%

 

 

 

 

 

 

 

 

 

Leucadia National Corp., Senior Notes

 

8.125

%

9/15/15

 

80,000

 

91,100

 

Road & Rail — 0.1%

 

 

 

 

 

 

 

 

 

Kansas City Southern de Mexico SA de CV, Senior Notes

 

12.500

%

4/1/16

 

163,000

 

173,187

 

Total Industrials

 

 

 

 

 

 

 

1,568,335

 

 

See Notes to Financial Statements.

 

 


 

 

8

 

 Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Schedule of investments (unaudited) (cont’d)

March 31, 2013

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Information Technology — 0.2%

 

 

 

 

 

 

 

 

 

IT Services — 0.1%

 

 

 

 

 

 

 

 

 

First Data Corp., Senior Secured Notes

 

6.750

%

11/1/20

 

100,000

 

$      104,750

(b)

Semiconductors & Semiconductor Equipment — 0.1%

 

 

 

 

 

 

 

 

 

Freescale Semiconductor Inc., Senior Secured Notes

 

9.250

%

4/15/18

 

130,000

 

143,325

(b)

Total Information Technology

 

 

 

 

 

 

 

248,075

 

Materials — 2.8%

 

 

 

 

 

 

 

 

 

Containers & Packaging — 0.2%

 

 

 

 

 

 

 

 

 

Reynolds Group Issuer Inc./Reynolds Group Issuer LLC/ Reynolds Group Issuer (Luxembourg) SA, Senior Secured Notes

 

7.125

%

4/15/19

 

250,000

 

269,687

 

Metals & Mining — 2.4%

 

 

 

 

 

 

 

 

 

ArcelorMittal, Senior Notes

 

4.250

%

2/25/15

 

350,000

 

361,977

 

ArcelorMittal, Senior Notes

 

4.250

%

8/5/15

 

50,000

 

51,996

 

Barrick Gold Corp., Senior Notes

 

1.750

%

5/30/14

 

250,000

 

252,816

 

Barrick International Barbados Corp., Senior Notes

 

5.750

%

10/15/16

 

200,000

 

227,301

(b)

Cliffs Natural Resources Inc., Senior Notes

 

4.875

%

4/1/21

 

300,000

 

296,116

 

Rio Tinto Finance USA Ltd., Senior Notes

 

2.500

%

5/20/16

 

500,000

 

522,394

 

Steel Dynamics Inc., Senior Notes

 

7.625

%

3/15/20

 

370,000

 

412,550

 

Vale Overseas Ltd., Notes

 

6.250

%

1/23/17

 

338,000

 

387,329

 

Vedanta Resources PLC, Senior Notes

 

8.750

%

1/15/14

 

390,000

 

407,550

(b)

Vedanta Resources PLC, Senior Notes

 

8.750

%

1/15/14

 

70,000

 

73,150

(b)

Total Metals & Mining

 

 

 

 

 

 

 

2,993,179

 

Paper & Forest Products — 0.2%

 

 

 

 

 

 

 

 

 

Appleton Papers Inc., Senior Secured Notes

 

11.250

%

12/15/15

 

199,000

 

222,383

 

Total Materials

 

 

 

 

 

 

 

3,485,249

 

Telecommunication Services — 2.9%

 

 

 

 

 

 

 

 

 

Diversified Telecommunication Services — 1.8%

 

 

 

 

 

 

 

 

 

Axtel SAB de CV, Senior Secured Notes, step bond

 

7.000

%

1/31/20

 

188,000

 

167,320

(b)

British Telecommunications PLC, Senior Notes

 

2.000

%

6/22/15

 

280,000

 

286,621

 

Cincinnati Bell Telephone Co., Senior Debentures

 

6.300

%

12/1/28

 

45,000

 

43,425

 

Deutsche Telekom International Finance BV, Senior Notes

 

4.875

%

7/8/14

 

300,000

 

315,530

(d)

Deutsche Telekom International Finance BV, Senior Notes

 

5.750

%

3/23/16

 

140,000

 

158,197

 

Intelsat Jackson Holdings Ltd., Senior Notes

 

8.500

%

11/1/19

 

140,000

 

157,325

 

Qwest Corp., Senior Notes

 

3.530

%

6/15/13

 

250,000

 

250,887

(a)

Telecom Italia Capital, Senior Notes

 

5.250

%

10/1/15

 

320,000

 

338,006

 

Telefonica Emisiones SAU, Senior Notes

 

3.992

%

2/16/16

 

230,000

 

240,313

 

 

See Notes to Financial Statements.

 

 


 

 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

9

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Diversified Telecommunication Services — continued

 

 

 

 

 

 

 

 

 

Verizon Communications Inc., Senior Notes

 

4.600

%

4/1/21

 

300,000

 

$       336,067

 

Total Diversified Telecommunication Services

 

 

 

 

 

 

 

2,293,691

 

Wireless Telecommunication Services — 1.1%

 

 

 

 

 

 

 

 

 

Cricket Communications Inc., Senior Secured Notes

 

7.750

%

5/15/16

 

125,000

 

130,625

 

Rogers Cable Inc., Senior Secured Second Priority Notes

 

6.750

%

3/15/15

 

300,000

 

333,469

(d)

Sprint Capital Corp., Senior Notes

 

6.875

%

11/15/28

 

650,000

 

667,875

 

Vodafone Group PLC, Senior Notes

 

5.000

%

12/16/13

 

266,000

 

274,433

(d)

Total Wireless Telecommunication Services

 

 

 

 

 

 

 

1,406,402

 

Total Telecommunication Services

 

 

 

 

 

 

 

3,700,093

 

Utilities — 1.2%

 

 

 

 

 

 

 

 

 

Electric Utilities — 0.3%

 

 

 

 

 

 

 

 

 

Edison International, Senior Notes

 

3.750

%

9/15/17

 

300,000

 

327,191

 

Independent Power Producers & Energy Traders — 0.6%

 

 

 

 

 

 

 

 

 

Calpine Corp., Senior Secured Notes

 

7.500

%

2/15/21

 

252,000

 

277,830

(b)

Energy Future Intermediate Holding Co. LLC/ EFIH Finance Inc., Senior Secured Notes

 

10.000

%

12/1/20

 

459,000

 

522,686

 

Total Independent Power Producers & Energy Traders

 

 

 

 

 

 

800,516

 

Multi-Utilities — 0.3%

 

 

 

 

 

 

 

 

 

Dominion Resources Inc., Senior Notes

 

1.950

%

8/15/16

 

400,000

 

412,831

 

Total Utilities

 

 

 

 

 

 

 

1,540,538

 

Total Corporate Bonds & Notes (Cost — $38,787,050)

 

 

 

 

 

 

 

41,512,730

 

Asset-Backed Securities — 20.8%

 

 

 

 

 

 

 

 

 

ABFS Mortgage Loan Trust, 2002-3 M1

 

5.902

%

9/15/33

 

793,754

 

619,105

 

Access Group Inc., 2005-B A2

 

0.531

%

7/25/22

 

257,978

 

254,085

(a)

Ameriquest Mortgage Securities Inc., 2002-AR1 M1

 

1.273

%

9/25/32

 

207,456

 

188,370

(a)

Ameriquest Mortgage Securities Inc., 2005-R1 M1

 

0.654

%

3/25/35

 

730,972

 

720,674

(a)

Argent Securities Inc., 2003-W3 M1

 

1.329

%

9/25/33

 

106,059

 

103,869

(a)

Argent Securities Inc., 2003-W8 M1

 

1.254

%

12/25/33

 

582,605

 

563,187

(a)

Argent Securities Inc., 2005-W3 A2D

 

0.544

%

11/25/35

 

636,857

 

582,108

(a)

Bear Stearns Asset-Backed Securities Trust, 2001-3 A1

 

1.104

%

10/27/32

 

32,608

 

30,243

(a)

Bear Stearns Asset-Backed Securities Trust, 2005-SD3 1A

 

0.694

%

7/25/35

 

517,329

 

508,190

(a)

Bear Stearns Asset-Backed Securities Trust, 2007-SD1 1A2A

 

6.000

%

10/25/36

 

865,827

 

673,767

 

Chase Funding Mortgage Loan Asset-Backed Certificates, 2004-1 1A7

 

3.985

%

11/25/33

 

480,032

 

494,250

 

Citigroup Mortgage Loan Trust Inc., 2005-OPT1 M1

 

0.834

%

2/25/35

 

244,419

 

223,609

(a)

Citigroup Mortgage Loan Trust Inc., 2005-OPT4 M2

 

0.634

%

7/25/35

 

750,000

 

738,308

(a)

 

See Notes to Financial Statements.

 

 


 

 

10

 

 Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Schedule of investments (unaudited) (cont’d)

March 31, 2013

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Asset-Backed Securities — continued

 

 

 

 

 

 

 

 

 

Countrywide Asset-Backed Certificates, 2003-5 AF5

 

5.854

%

2/25/34

 

631,145

 

$       660,666

 

Countrywide Asset-Backed Certificates, 2004-BC1 M1

 

0.954

%

2/25/34

 

127,594

 

120,022

(a)

Countrywide Asset-Backed Certificates, 2007-13 2A1

 

1.104

%

10/25/47

 

792,946

 

648,038

(a)

Countrywide Home Equity Loan Trust, 2006-HW 2A1B

 

0.353

%

11/15/36

 

813,005

 

697,143

(a)

Credit-Based Asset Servicing and Securitization LLC, 2007-SP1 A4

 

6.020

%

12/25/37

 

600,000

 

641,740

(b)

EFS Volunteer No. 3 LLC, 2012-1 A3

 

1.202

%

4/25/33

 

640,000

 

643,484

(a)(b)

EMC Mortgage Loan Trust, 2004-C A1

 

0.754

%

3/25/31

 

161,869

 

154,165

(a)(b)

Equity One ABS Inc., 2004-1 AF5

 

5.110

%

4/25/34

 

300,000

 

296,004

 

First Franklin Mortgage Loan Asset-Backed Certificates, 2005-FFH4 2A4

 

0.554

%

12/25/35

 

217,006

 

210,860

(a)

First Horizon ABS Trust, 2007-HE1 A

 

0.334

%

9/25/29

 

90,077

 

77,901

(a)

Ford Credit Auto Lease Trust, 2012-B A2

 

0.540

%

11/15/14

 

600,000

 

600,337

 

Greenpoint Home Equity Loan Trust, 2004-4 A

 

0.763

%

8/15/30

 

369,673

 

278,829

(a)

Greenpoint Manufactured Housing, 1999-3 1A7

 

7.270

%

6/15/29

 

226,338

 

221,653

 

GSAMP Trust, 2004-OPT B1

 

1.804

%

11/25/34

 

82,517

 

55,760

(a)

GSAMP Trust, 2004-SEA2 M2

 

1.454

%

3/25/34

 

1,000,000

 

703,663

(a)

GSRPM Mortgage Loan Trust, 2007-1 A

 

0.604

%

10/25/46

 

128,262

 

96,929

(a)(b)

Hertz Vehicle Financing LLC, 2013-1A A1

 

1.120

%

8/25/17

 

580,000

 

581,187

(b)

Home Equity Mortgage Trust, 2006-2 2A1

 

0.364

%

7/25/36

 

539,360

 

171,392

(a)

IXIS Real Estate Capital Trust, 2005-HE4 A3

 

0.544

%

2/25/36

 

130,538

 

126,755

(a)

Lehman XS Trust, (Structured Asset Securities Corp.), 2005-1 2A2

 

1.704

%

7/25/35

 

955,671

 

882,541

(a)

Lehman XS Trust, 2005-5N 3A1A

 

0.504

%

11/25/35

 

338,039

 

283,480

(a)

Long Beach Mortgage Loan Trust, 2001-3 M1

 

1.029

%

9/25/31

 

234,371

 

188,268

(a)

Long Beach Mortgage Loan Trust, 2002-1 2M1

 

1.329

%

5/25/32

 

439,196

 

397,847

(a)

MASTR Asset-Backed Securities Trust, 2005-AB1 A5A

 

5.712

%

11/25/35

 

720,000

 

348,755

 

MASTR Specialized Loan Trust, 2007-1 A

 

0.574

%

1/25/37

 

476,667

 

241,536

(a)(b)

Morgan Stanley ABS Capital I, 2007-NC2 M1

 

0.574

%

2/25/37

 

378,066

 

429

(a)

Morgan Stanley Capital Inc., 2003-NC9 M

 

1.329

%

9/25/33

 

1,069,958

 

817,870

(a)

Morgan Stanley Capital Inc., 2004-HE8 A7

 

1.264

%

9/25/34

 

74,135

 

66,307

(a)

New Century Home Equity Loan Trust, 2004-3 M1

 

1.134

%

11/25/34

 

638,898

 

580,993

(a)

Option One Mortgage Loan Trust, 2005-1 A4

 

0.604

%

2/25/35

 

170,439

 

167,959

(a)

Origen Manufactured Housing, 2007-A A2

 

2.591

%

4/15/37

 

776,854

 

639,024

(a)

Park Place Securities Inc., 2004-WHQ2 M2

 

0.834

%

2/25/35

 

714,146

 

706,259

(a)

People’s Choice Home Loan Securities Trust, 2004-2 M1

 

1.104

%

10/25/34

 

189,548

 

176,413

(a)

RAAC Series, 2006-RP2 A

 

0.454

%

2/25/37

 

217,445

 

209,066

(a)(b)

 

See Notes to Financial Statements.

 

 


 

 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

11

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Asset-Backed Securities — continued

 

 

 

 

 

 

 

 

 

RAAC Series, 2006-RP3 A

 

0.474

%

5/25/36

 

919,547

 

$       780,503

(a)(b)

RAAC Series, 2006-RP4 A

 

0.494

%

1/25/46

 

479,148

 

447,557

(a)(b)

RAAC Series, 2007-RP3 M1

 

1.004

%

10/25/46

 

1,200,000

 

149,192

(a)(b)

RAAC Series, 2007-RP4 A

 

0.554

%

11/25/46

 

979,426

 

711,716

(a)(b)

Renaissance Home Equity Loan Trust, 2003-1 A

 

1.064

%

6/25/33

 

176,309

 

159,179

(a)

Renaissance Home Equity Loan Trust, 2003-2 A

 

0.644

%

8/25/33

 

150,280

 

142,772

(a)

Renaissance Net Interest Margin Trust, 2007-2 N

 

8.353

%

6/25/37

 

128,633

 

1

(b)(f)(g)

Residential Asset Mortgage Products Inc., 2003-RS7 MII1

 

1.329

%

8/25/33

 

44,478

 

38,069

(a)

Residential Asset Mortgage Products Inc., 2003-RZ4 A7

 

4.790

%

6/25/33

 

114,513

 

118,553

 

Residential Asset Mortgage Products Inc., 2004-RZ3 MII2

 

1.854

%

9/25/34

 

367,900

 

326,120

(a)

SACO I Trust, 2005-WM3 A3

 

0.904

%

9/25/35

 

186,552

 

77,899

(a)

SACO I Trust, 2006-3 A3

 

0.664

%

4/25/36

 

368,186

 

195,067

(a)

SACO I Trust, 2006-4 A1

 

0.544

%

3/25/36

 

388,865

 

310,304

(a)

Sail Net Interest Margin Notes, 2004-2A A

 

5.500

%

3/27/34

 

107,070

 

1

(b)(f)(g)

SLM Student Loan Trust, 2003-01 A5C

 

1.030

%

12/15/32

 

434,423

 

430,758

(a)(b)

SLM Student Loan Trust, 2003-04 A5A

 

1.030

%

3/15/33

 

185,837

 

185,720

(a)(b)

SLM Student Loan Trust, 2003-04 A5E

 

1.030

%

3/15/33

 

493,371

 

495,165

(a)(b)

SLM Student Loan Trust, 2012-06 A1

 

0.364

%

2/27/17

 

210,351

 

210,365

(a)

SLM Student Loan Trust, 2012-E A1

 

0.953

%

10/16/23

 

366,786

 

368,667

(a)(b)

Soundview Home Equity Loan Trust, 2005-3 M2

 

0.984

%

6/25/35

 

230,707

 

228,153

(a)

Structured Asset Investment Loan Trust, 2004-9 M4

 

2.154

%

10/25/34

 

125,540

 

63,402

(a)

Structured Asset Securities Corp., 2003-AL1 A

 

3.357

%

4/25/31

 

116,019

 

113,329

(b)

Structured Asset Securities Corp., 2004-6XS A5B

 

5.550

%

3/25/34

 

547,618

 

552,743

 

Structured Asset Securities Corp., 2005-4XS 2A1A

 

1.952

%

3/25/35

 

515,830

 

480,643

(a)

Structured Asset Securities Corp., 2005-SC1 1A1

 

0.474

%

5/25/31

 

703,349

 

493,789

(a)(b)

Structured Asset Securities Corp., 2005-WF1 A3

 

0.534

%

2/25/35

 

202,459

 

196,373

(a)

Structured Asset Securities Corp., 2006-GEL1 A2

 

0.554

%

11/25/35

 

328,586

 

325,216

(a)(b)

Structured Asset Securities Corp., 2007-BC3 2A3

 

0.384

%

5/25/47

 

290,000

 

103,319

(a)

Vanderbilt Mortgage Finance, 2000-B IB2

 

9.250

%

7/7/30

 

164,113

 

170,525

(a)

Total Asset-Backed Securities (Cost — $26,581,985)

 

 

 

 

 

 

 

26,268,140

 

Collateralized Mortgage Obligations — 32.5%

 

 

 

 

 

 

 

 

 

Adjustable Rate Mortgage Trust, 2005-11 5A1

 

0.474

%

2/25/36

 

236,551

 

180,299

(a)

Banc of America Funding Corp., 2003-1 A1

 

6.000

%

5/20/33

 

143,186

 

151,290

 

Banc of America Funding Corp., 2004-B 6A1

 

2.543

%

12/20/34

 

650,750

 

445,784

(a)

Banc of America Funding Corp., 2005-E 8A1

 

2.501

%

6/20/35

 

594,152

 

369,897

(a)

Bayview Commercial Asset Trust, 2006-1A B2

 

1.904

%

4/25/36

 

855,577

 

334,201

(a)(b)

Bear Stearns Alt-A Trust, 2004-03 A1

 

0.844

%

4/25/34

 

602,810

 

566,559

(a)

 

See Notes to Financial Statements.

 

 

 

 

 


 

 

12

 

 Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Schedule of investments (unaudited) (cont’d)

March 31, 2013

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Collateralized Mortgage Obligations — continued

 

 

 

 

 

 

 

 

 

Bear Stearns Alt-A Trust, 2004-10 1A3

 

1.204

%

9/25/34

 

124,066

 

$       122,545

(a)

Bear Stearns ARM Trust, 2004-08 11A1

 

2.654

%

11/25/34

 

495,611

 

491,751

(a)

Bear Stearns Asset-Backed Securities Trust, 2005-AC3 1A1

 

0.704

%

7/25/35

 

701,835

 

511,210

(a)

Countrywide Alternative Loan Trust, 2005-24 4A1

 

0.433

%

7/20/35

 

672,755

 

550,751

(a)

Countrywide Home Loan, Mortgage Pass-Through Trust, 2004-29 2A1

 

0.534

%

2/25/35

 

66,572

 

56,280

(a)

Countrywide Home Loans, 2004-20 2A1

 

2.843

%

9/25/34

 

637,608

 

506,998

(a)

Countrywide Home Loans, 2004-R1 2A

 

6.500

%

11/25/34

 

120,241

 

125,799

(b)

Countrywide Home Loans, 2005-HYB9 3A1A

 

2.783

%

2/20/36

 

878,672

 

766,335

(a)

Countrywide Home Loans, 2005-R2 2A1

 

7.000

%

6/25/35

 

294,243

 

300,062

(b)

Countrywide Home Loans, 2005-R3 AF

 

0.604

%

9/25/35

 

487,541

 

411,939

(a)(b)

Countrywide Home Loans, 2006-R2 AF1

 

0.624

%

7/25/36

 

233,929

 

203,537

(a)(b)

Countrywide Home Loans Mortgage Pass-Through Trust, 2005-R1 1AF1

 

0.564

%

3/25/35

 

399,219

 

348,678

(a)(b)

Deutsche Mortgage Securities Inc., 2004-4 3AR1

 

4.784

%

6/25/34

 

317,357

 

302,482

(a)

Downey Savings & Loan Association Mortgage Loan Trust, 2005-AR5 2A1A

 

0.533

%

9/19/45

 

679,117

 

507,883

(a)

Downey Savings & Loan Association Mortgage Loan Trust, 2006-AR1 1A1A

 

1.097

%

3/19/46

 

364,047

 

239,688

(a)

Federal Home Loan Mortgage Corp. (FHLMC), PAC IO

 

5.000

%

1/15/19

 

406,155

 

8,851

 

Federal Home Loan Mortgage Corp. (FHLMC), PAC IO, 2638 DI

 

5.000

%

5/15/23

 

751,245

 

56,583

 

Federal Home Loan Mortgage Corp. (FHLMC), PAC-1 IO

 

5.000

%

3/15/22

 

668,950

 

23,341

 

Federal National Mortgage Association (FNMA), STRIPS, IO

 

5.000

%

7/1/33

 

2,826,753

 

359,830

 

Federal National Mortgage Association (FNMA), STRIPS, IO, 339 30

 

5.500

%

7/1/18

 

1,016,603

 

89,840

(a)

Government National Mortgage Association (GNMA), 2010-H03 FA

 

0.753

%

3/20/60

 

182,762

 

184,352

(a)

Government National Mortgage Association (GNMA), 2010-H10 FC

 

1.203

%

5/20/60

 

156,366

 

160,781

(a)

Government National Mortgage Association (GNMA), 2010-H11 FA

 

1.203

%

6/20/60

 

842,050

 

869,076

(a)

Government National Mortgage Association (GNMA), 2011-H01 AF

 

0.652

%

11/20/60

 

1,526,727

 

1,536,301

(a)

Government National Mortgage Association (GNMA), 2011-H03 FA

 

0.702

%

1/20/61

 

179,823

 

181,318

(a)

Government National Mortgage Association (GNMA), 2011-H05 FA

 

0.702

%

12/20/60

 

358,175

 

361,127

(a)

 

See Notes to Financial Statements.

 

 


 

 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

13

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Collateralized Mortgage Obligations — continued

 

 

 

 

 

 

 

 

 

Government National Mortgage Association (GNMA), 2011-H05 FB

 

0.702

%

12/20/60

 

208,228

 

$       209,992

(a)

Government National Mortgage Association (GNMA), 2011-H06 FA

 

0.652

%

2/20/61

 

772,412

 

777,248

(a)

Government National Mortgage Association (GNMA), 2011-H07 FA

 

0.702

%

2/20/61

 

488,610

 

492,630

(a)

Government National Mortgage Association (GNMA), 2011-H08 FD

 

0.702

%

2/20/61

 

561,343

 

565,955

(a)

Government National Mortgage Association (GNMA), 2011-H09 AF

 

0.702

%

3/20/61

 

921,754

 

929,745

(a)

Government National Mortgage Association (GNMA), 2011-H11 FB

 

0.702

%

4/20/61

 

184,021

 

185,662

(a)

Government National Mortgage Association (GNMA), 2012-H18 NA

 

0.722

%

8/20/62

 

882,615

 

890,972

(a)

Government National Mortgage Association (GNMA), 2012-H23 SA

 

0.732

%

10/20/62

 

741,259

 

744,502

(a)(h)

Government National Mortgage Association (GNMA), 2012-H23 WA

 

0.722

%

10/20/62

 

907,270

 

917,098

(a)

Granite Mortgages PLC, 2003-2 1A3

 

0.802

%

7/20/43

 

49,392

 

48,978

(a)(b)

Granite Mortgages PLC, 2004-1 2A1

 

0.600

%

3/20/44

 

86,621

 

85,893

(a)

Granite Mortgages PLC, 2004-3 2A1

 

0.560

%

9/20/44

 

32,446

 

32,174

(a)

GSMPS Mortgage Loan Trust, 2005-LT1 A1

 

0.664

%

2/25/35

 

161,067

 

131,471

(a)(b)(h)

GSMPS Mortgage Loan Trust, 2005-RP2 1AF

 

0.554

%

3/25/35

 

894,683

 

752,091

(a)(b)

GSMPS Mortgage Loan Trust, 2005-RP3 1AF

 

0.554

%

9/25/35

 

201,966

 

174,588

(a)(b)

GSMPS Mortgage Loan Trust, 2006-RP2 1AF1

 

0.604

%

4/25/36

 

430,244

 

362,375

(a)(b)

Harborview Mortgage Loan Trust, 2004-10 4A

 

2.814

%

1/19/35

 

388,373

 

392,011

(a)

Harborview Mortgage Loan Trust, 2004-11 3A1A

 

0.553

%

1/19/35

 

224,811

 

153,202

(a)

Harborview Mortgage Loan Trust, 2005-14 3A1A

 

2.974

%

12/19/35

 

198,304

 

170,743

(a)

IMPAC Secured Assets Corp., 2005-2 A1

 

0.524

%

3/25/36

 

1,981,783

 

1,374,360

(a)

Indymac Index Mortgage Loan Trust, 2004-AR07 A2

 

1.064

%

9/25/34

 

263,255

 

198,179

(a)

Indymac Index Mortgage Loan Trust, 2004-AR08 2A2A

 

1.004

%

11/25/34

 

71,644

 

59,426

(a)

Indymac Index Mortgage Loan Trust, 2004-AR12 A1

 

0.984

%

12/25/34

 

89,595

 

68,584

(a)

Indymac Index Mortgage Loan Trust, 2005-AR21 4A1

 

2.779

%

10/25/35

 

583,186

 

498,803

(a)

JPMorgan Mortgage Trust, 2005-A3 3A4

 

2.528

%

6/25/35

 

400,000

 

400,273

(a)

Luminent Mortgage Trust, 2006-2 A1A

 

0.404

%

2/25/46

 

896,191

 

631,803

(a)

MASTR ARM Trust, 2003-6 2A1

 

2.510

%

12/25/33

 

168,911

 

165,783

(a)

MASTR ARM Trust, 2004-7 6M1

 

0.854

%

8/25/34

 

519,619

 

483,601

(a)

MASTR Asset Securitization Trust, 2003-11 6A16

 

5.250

%

12/25/33

 

130,441

 

134,387

 

MASTR Reperforming Loan Trust, 2005-2 1A1F

 

0.554

%

5/25/35

 

1,349,786

 

1,135,176

(a)(b)

MASTR Reperforming Loan Trust, 2006-2 1A1

 

5.053

%

5/25/36

 

484,907

 

462,639

(a)(b)

 

See Notes to Financial Statements.

 

 


 

 

14

 

 Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Schedule of investments (unaudited) (cont’d)

March 31, 2013

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Collateralized Mortgage Obligations — continued

 

 

 

 

 

 

 

 

 

MASTR Reperforming Loan Trust, 2006-2 2A1

 

3.165

%

5/25/36

 

173,706

 

$       156,626

(a)(b)

Morgan Stanley Mortgage Loan Trust, 2006-3AR 1A3

 

0.464

%

3/25/36

 

359,907

 

249,085

(a)

Morgan Stanley Mortgage Loan Trust, 2006-6AR 2A

 

2.923

%

5/25/36

 

960,515

 

738,026

(a)

Residential Accredit Loans Inc., 2004-QA2 A2

 

0.644

%

6/25/34

 

591,424

 

556,649

(a)

Residential Accredit Loans Inc., 2005-QO4 2A1

 

0.484

%

12/25/45

 

425,656

 

312,296

(a)

Residential Asset Mortgage Products Inc., 2003-SL1 M1

 

7.350

%

4/25/31

 

760,815

 

746,072

(a)

Structured ARM Loan Trust, 2004-09XS A

 

0.574

%

7/25/34

 

809,930

 

759,205

(a)

Structured ARM Loan Trust, 2004-20 1A1

 

2.630

%

1/25/35

 

170,208

 

145,826

(a)

Structured Asset Mortgage Investments Inc., 2004-AR3 1A1

 

0.803

%

7/19/34

 

528,707

 

516,184

(a)

Structured Asset Mortgage Investments Inc., 2006-AR2 A1, IO

 

0.434

%

2/25/36

 

841,527

 

577,461

(a)

Structured Asset Mortgage Investments Inc., 2006-AR3 11A1

 

0.414

%

4/25/36

 

361,373

 

247,182

(a)

Structured Asset Securities Corp., 1998-03 M1

 

1.204

%

3/25/28

 

83,306

 

80,953

(a)

Structured Asset Securities Corp., 1998-08 M1

 

1.144

%

8/25/28

 

243,448

 

240,270

(a)

Structured Asset Securities Corp., 1998-2 M1

 

1.304

%

2/25/28

 

42,160

 

41,947

(a)

Structured Asset Securities Corp., 2005-4XS 3A4

 

4.790

%

3/25/35

 

93,964

 

93,846

 

Structured Asset Securities Corp., 2005-RF1 A

 

0.554

%

3/25/35

 

262,271

 

213,950

(a)(b)

Structured Asset Securities Corp., 2005-RF2 A

 

0.554

%

4/25/35

 

280,259

 

229,943

(a)(b)

Structured Asset Securities Corp., 2005-RF3 1A

 

0.554

%

6/25/35

 

261,196

 

211,789

(a)(b)

Structured Asset Securities Corp., 2005-RF3 2A

 

3.482

%

6/25/35

 

3,988,601

 

3,567,402

(a)(b)

WaMu Mortgage Pass-Through Certificates, 2003-AR11 A6

 

2.467

%

10/25/33

 

384,825

 

394,412

(a)

WaMu Mortgage Pass-Through Certificates, 2004-AR14 A1

 

2.442

%

1/25/35

 

205,040

 

206,457

(a)

WaMu Mortgage Pass-Through Certificates, 2005-AR13 A1C3

 

0.694

%

10/25/45

 

318,976

 

247,677

(a)

WaMu Mortgage Pass-Through Certificates, 2007-HY3 1A1

 

2.310

%

3/25/37

 

186,180

 

145,193

(a)

WaMu Mortgage Pass-Through Certificates, 2007-OA6 1A

 

0.987

%

7/25/47

 

1,220,569

 

1,043,417

(a)

WaMu Mortgage Pass-Through Certificates, 2007-OA6 2A

 

2.212

%

7/25/47

 

561,743

 

407,532

(a)

Washington Mutual Inc., 2004-AR11

 

2.446

%

10/25/34

 

254,327

 

256,713

(a)

Washington Mutual Inc., 2004-AR12 A2A

 

0.640

%

10/25/44

 

217,598

 

206,918

(a)

Washington Mutual Inc. Mortgage Pass-Through Certificates, 2003-AR8

 

0.564

%

10/25/45

 

747,935

 

647,138

(a)

Washington Mutual Inc. Mortgage Pass-Through Certificates, 2004-AR13 A1A

 

0.610

%

11/25/34

 

574,434

 

571,302

(a)

 

See Notes to Financial Statements.

 

 


 

 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

15

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Collateralized Mortgage Obligations — continued

 

 

 

 

 

 

 

 

 

Washington Mutual Inc. Mortgage Pass-Through Certificates, 2005-AR01 A1A

 

0.524

%

1/25/45

 

37,075

 

$        35,396

(a)

Washington Mutual Inc. Mortgage Pass-Through Certificates, 2005-AR01 A2A3

 

0.604

%

1/25/45

 

166,438

 

158,074

(a)

Washington Mutual Inc. Mortgage Pass-Through Certificates, 2006-AR08 1A3

 

2.682

%

8/25/46

 

325,259

 

278,250

(a)

Washington Mutual Inc. Mortgage Pass-Through Certificates, 2006-AR11 1A

 

1.138

%

9/25/46

 

487,500

 

416,050

(a)

Washington Mutual Inc. Pass-Through Certificates, 2003-AR10 A7

 

2.506

%

10/25/33

 

158,074

 

162,970

(a)

Washington Mutual Inc. Pass-Through Certificates, 2005-AR08 2AB3

 

0.564

%

7/25/45

 

480,500

 

446,212

(a)

Washington Mutual Inc. Pass-Through Certificates, 2006-AR02 A1A

 

1.117

%

4/25/46

 

272,109

 

184,411

(a)

Wells Fargo Mortgage Backed Securities Trust, 2004-DD 1A1

 

2.615

%

1/25/35

 

578,667

 

581,190

(a)

Total Collateralized Mortgage Obligations (Cost — $40,816,602)

 

 

 

 

 

41,029,736

 

Collateralized Senior Loans — 4.9%

 

 

 

 

 

 

 

 

 

Consumer Discretionary — 1.7%

 

 

 

 

 

 

 

 

 

Hotels, Restaurants & Leisure — 0.2%

 

 

 

 

 

 

 

 

 

Caesars Entertainment Operating Co., Extended Term Loan B6

 

5.454

%

1/26/18

 

276,565

 

256,928

(i)

Media — 1.1%

 

 

 

 

 

 

 

 

 

Charter Communications Operating LLC, Extended Term Loan C

 

3.460

%

9/6/16

 

154,275

 

155,185

(i)

Charter Communications Operating LLC, Term Loan D

 

4.000

%

5/15/19

 

496,250

 

499,178

(i)

Univision Communications Inc., Extended Term Loan

 

4.454

%

3/31/17

 

799,454

 

804,508

(i)

Total Media

 

 

 

 

 

 

 

1,458,871

 

Multiline Retail — 0.4%

 

 

 

 

 

 

 

 

 

Neiman Marcus Group Inc., Extended Term Loan

 

4.000

%

5/16/18

 

465,000

 

470,057

(i)

Total Consumer Discretionary

 

 

 

 

 

 

 

2,185,856

 

Consumer Staples — 1.1%

 

 

 

 

 

 

 

 

 

Food Products — 0.8%

 

 

 

 

 

 

 

 

 

Del Monte Foods Co., Term Loan B

 

4.000

%

3/8/18

 

958,759

 

968,247

(i)

Household Products — 0.3%

 

 

 

 

 

 

 

 

 

Visant Corp., Term Loan B

 

5.250

%

12/22/16

 

459,604

 

446,869

(i)

Total Consumer Staples

 

 

 

 

 

 

 

1,415,116

 

Health Care — 1.0%

 

 

 

 

 

 

 

 

 

Biotechnology — 0.8%

 

 

 

 

 

 

 

 

 

Exopack LLC, Term Loan B

 

6.500

%

5/31/17

 

985,000

 

996,081

(i)

 

See Notes to Financial Statements.

 

 


 

 

16

 

 Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Schedule of investments (unaudited) (cont’d)

March 31, 2013

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Health Care Providers & Services — 0.2%

 

 

 

 

 

 

 

 

 

Emergency Medical Services Corp., Term Loan B

 

4.000

%

5/25/18

 

242,983

 

$      246,324

(i)

Total Health Care

 

 

 

 

 

 

 

1,242,405

 

Industrials — 0.2%

 

 

 

 

 

 

 

 

 

Road & Rail — 0.2%

 

 

 

 

 

 

 

 

 

Hertz Corp., Term Loan

 

3.750

%

3/9/18

 

245,625

 

247,544

(i)

Information Technology — 0.3%

 

 

 

 

 

 

 

 

 

IT Services — 0.3%

 

 

 

 

 

 

 

 

 

First Data Corp., Extended Term Loan B

 

4.204

%

3/23/18

 

301,701

 

301,286

(i)

Telecommunication Services — 0.6%

 

 

 

 

 

 

 

 

 

Diversified Telecommunication Services — 0.6%

 

 

 

 

 

 

 

 

 

Intelsat Jackson Holdings Ltd., Term Loan

 

4.500

%

4/2/18

 

740,625

 

753,123

(i)

Total Collateralized Senior Loans (Cost — $5,846,901)

 

 

 

 

 

 

 

6,145,330

 

Mortgage-Backed Securities — 2.5%

 

 

 

 

 

 

 

 

 

GNMA — 2.5%

 

 

 

 

 

 

 

 

 

Government National Mortgage Association (GNMA)

 

6.500

%

8/15/34

 

355,601

 

423,464

 

Government National Mortgage Association (GNMA) II

 

1.260

%

8/20/58

 

172,770

 

176,271

(a)

Government National Mortgage Association (GNMA) II

 

1.600

%

10/20/59- 1/20/60

 

1,018,757

 

1,052,703

(a)

Government National Mortgage Association (GNMA) II

 

3.200

%

10/20/59

 

76,472

 

81,281

(a)

Government National Mortgage Association (GNMA) II

 

1.570

%

12/20/59

 

786,259

 

810,907

(a)

Government National Mortgage Association (GNMA) II

 

1.571

%

12/20/59

 

232,459

 

239,468

(a)

Government National Mortgage Association (GNMA) II

 

1.392

%

7/20/60

 

187,544

 

192,994

(a)

Government National Mortgage Association (GNMA) II

 

1.434

%

7/20/60

 

193,543

 

198,294

(a)

Total Mortgage-Backed Securities (Cost — $3,127,029)

 

 

 

 

 

 

 

3,175,382

 

Municipal Bonds — 0.8%

 

 

 

 

 

 

 

 

 

Florida — 0.5%

 

 

 

 

 

 

 

 

 

Southwest Student Services Corp.

 

0.077

%

12/1/18

 

600,000

 

552,452

(a)(j)

North Carolina — 0.3%

 

 

 

 

 

 

 

 

 

North Carolina State Education Assistance Authority Revenue, Student Loan Backed Notes

 

1.351

%

10/25/41

 

400,000

 

407,472

(a)

Total Municipal Bonds (Cost — $899,097)

 

 

 

 

 

 

 

959,924

 

Sovereign Bonds — 4.6%

 

 

 

 

 

 

 

 

 

Brazil — 2.7%

 

 

 

 

 

 

 

 

 

Brazil Nota do Tesouro Nacional, Notes

 

10.000

%

1/1/14

 

421,000

BRL

211,487

 

 

See Notes to Financial Statements.

 

 

 

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

17

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

 

Face
Amount†

 

Value

 

Brazil Nota do Tesouro Nacional, Notes

 

10.000

%

1/1/17

 

5,902,000

BRL

$

2,991,583

 

Brazil Nota do Tesouro Nacional, Notes

 

10.000

%

1/1/21

 

605,000

BRL

304,463

 

Total Brazil

 

 

 

 

 

 

 

3,507,533

 

Mexico — 0.8%

 

 

 

 

 

 

 

 

 

Mexican Bonos, Bonds

 

6.500

%

6/9/22

 

7,270,000

MXN

658,159

 

United Mexican States, Medium-Term Notes

 

6.750

%

9/27/34

 

265,000

 

353,775

 

Total Mexico

 

 

 

 

 

 

 

1,011,934

 

Russia — 0.4%

 

 

 

 

 

 

 

 

 

Russian Foreign Bond — Eurobond

 

12.750

%

6/24/28

 

254,000

 

486,410

(b)

Venezuela — 0.7%

 

 

 

 

 

 

 

 

 

Bolivarian Republic of Venezuela, Senior Bonds

 

5.750

%

2/26/16

 

912,000

 

864,120

(b)

Total Sovereign Bonds (Cost — $5,863,704)

 

 

 

 

 

 

 

5,869,997

 

U.S. Government & Agency Obligations — 0.2%

 

 

 

 

 

 

 

 

 

U.S. Government Obligations — 0.2%

 

 

 

 

 

 

 

 

 

U.S. Treasury Bonds

 

3.125

%

2/15/42

 

190,000

 

190,979

 

U.S. Treasury Notes

 

0.500

%

7/31/17

 

50,000

 

49,723

 

Total U.S. Government & Agency Obligations (Cost — $256,057)

 

240,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

 

Common Stocks — 0.0%

 

 

 

 

 

 

 

 

 

Industrials — 0.0%

 

 

 

 

 

 

 

 

 

Building Products — 0.0%

 

 

 

 

 

 

 

 

 

Nortek Inc.

 

 

 

 

 

22

 

1,570

*

Marine — 0.0%

 

 

 

 

 

 

 

 

 

DeepOcean Group Holding AS

 

 

 

 

 

3,101

 

61,489

(g)(h)

Total Common Stocks (Cost — $73,834)

 

 

 

 

 

 

 

63,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Face
Amount

 

 

 

Convertible Bonds & Notes — 0.0%

 

 

 

 

 

 

 

 

 

Telecommunication Services — 0.0%

 

 

 

 

 

 

 

 

 

Axtel SAB de CV, Senior Secured Notes
(Cost — $35,038)

 

7.000

%

1/31/20

 

214,800

 

23,477

(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expiration
Date

 

 

Warrants

 

 

 

Warrants — 0.0%

 

 

 

 

 

 

 

 

 

SemGroup Corp. (Cost — $0)

 

 

 

11/30/14

 

122

 

3,354

*(g)

Total Investments before Short-Term Investments (Cost — $122,287,297)

 

125,291,831

 

 

See Notes to Financial Statements.

 


 

18

 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Schedule of investments (unaudited) (cont’d)

March 31, 2013

 

Western Asset Variable Rate Strategic Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

 

Face
Amount

 

Value

 

Short-Term Investments — 3.5%

 

 

 

 

 

 

 

 

 

Repurchase Agreements — 3.5%

 

 

 

 

 

 

 

 

 

Barclays Capital Inc. repurchase agreement dated 3/28/13; Proceeds at maturity — $3,400,042; (Fully collateralized by U.S. government obligations, 1.000% due 8/31/16; Market value — $3,468,000)

 

0.110

%

4/1/13

 

3,400,000

 

$    3,400,000

 

State Street Bank & Trust Co. repurchase agreement dated 3/28/13; Proceeds at maturity — $992,001; (Fully collateralized by U.S. government agency obligations, 1.960% due 11/7/22; Market value — $1,012,878)

 

0.010

%

4/1/13

 

992,000

 

992,000

 

Total Short-Term Investments (Cost — $4,392,000)

 

 

 

 

 

 

 

4,392,000

 

Total Investments — 102.6% (Cost — $126,679,297#)

 

 

 

 

 

 

 

129,683,831

 

Liabilities in Excess of Other Assets — (2.6)%

 

 

 

 

 

 

 

(3,277,345

)

Total Net Assets — 100.0%

 

 

 

 

 

 

 

$126,406,486

 

 

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

*

Non-income producing security.

(a)

Variable rate security. Interest rate disclosed is as of the most recent information available.

(b)

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

(c)

Payment-in-kind security for which part of the income earned may be paid as additional principal.

(d)

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

(e)

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

(f)

The coupon payment on these securities is currently in default as of March 31, 2013.

(g)

Illiquid security.

(h)

Security is valued in good faith in accordance with procedures approved by the Board of Trustees (See Note 1).

(i)

Interest rates disclosed represent the effective rates on collateralized senior loans. Ranges in interest rates are attributable to multiple contracts under the same loan.

(j)

Income from this issue is considered a preference item for purposes of calculating the alternative minimum tax (“AMT”).

#

Aggregate cost for federal income tax purposes is substantially the same.

 

 

 

Abbreviations used in this schedule :

 

 

 

ARM

— Adjustable Rate Mortgage

 

BRL

— Brazilian Real

 

IO 

— Interest Only

 

MXN

— Mexican Peso

 

PAC

— Planned Amortization Class

 

STRIPS

— Separate Trading of Registered Interest and Principal Securities

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

19

 

Statement of assets and liabilities (unaudited)

March 31, 2013

 

Assets:

 

 

 

Investments, at value (Cost — $126,679,297)

 

$129,683,831

 

Foreign currency, at value (Cost — $319)

 

268

 

Cash

 

175

 

Interest receivable

 

781,261

 

Deposits with brokers for swap contracts

 

500,000

 

Swaps, at value

 

123,047

 

Receivable for securities sold

 

85,739

 

Deposits with brokers for open futures contracts

 

40,892

 

Receivable for open swap contracts

 

11,197

 

Receivable from broker — variation margin on open futures contracts

 

703

 

Prepaid expenses

 

1,479

 

Other receivables

 

10,650

 

Total Assets

 

131,239,242

 

 

 

 

 

Liabilities:

 

 

 

Payable for open reverse repurchase agreements

 

3,994,346

 

Swaps, at value (premiums paid — $2,876)

 

535,009

 

Payable for open swap contracts

 

126,839

 

Investment management fee payable

 

83,016

 

Interest payable

 

7,828

 

Accrued expenses

 

85,718

 

Total Liabilities

 

4,832,756

 

Total Net Assets

 

$126,406,486

 

 

 

 

 

Net Assets:

 

 

 

Par value ($0.001 par value; 6,667,962 shares issued and outstanding; 100,000,000 shares authorized)

 

$           6,668

 

Paid-in capital in excess of par value

 

131,806,471

 

Undistributed net investment income

 

2,845,109

 

Accumulated net realized loss on investments, futures contracts, written options, swap contracts and foreign currency transactions

 

(10,840,498)

 

Net unrealized appreciation on investments, futures contracts, swap contracts and foreign currencies

 

2,588,736

 

Total Net Assets

 

$126,406,486

 

 

 

 

 

Shares Outstanding

 

6,667,962

 

 

 

 

 

Net Asset Value

 

$18.96

 

 

See Notes to Financial Statements.

 


 

20

 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Statement of operations (unaudited)

For the Six Months Ended March 31, 2013

 

 

Investment Income:

 

 

 

Interest

 

$3,371,873

 

 

 

 

 

Expenses:

 

 

 

Investment management fee (Note 2)

 

485,988

 

Excise tax (Note 1)

 

108,322

 

Audit and tax

 

40,309

 

Interest expense (Note 3)

 

22,468

 

Shareholder reports

 

18,791

 

Legal fees

 

15,358

 

Transfer agent fees

 

14,248

 

Stock exchange listing fees

 

10,596

 

Directors’ fees

 

9,468

 

Fund accounting fees

 

5,963

 

Custody fees

 

5,764

 

Insurance

 

1,759

 

Miscellaneous expenses

 

4,842

 

Total Expenses

 

743,876

 

Net Investment Income

 

2,627,997

 

 

 

 

 

Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Written Options, Swap Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):

 

 

 

Net Realized Gain (Loss) From:

 

 

 

Investment transactions

 

(374,902)

 

Futures contracts

 

(38,947)

 

Written options

 

113,888

 

Swap contracts

 

(165,563)

 

Foreign currency transactions

 

(29,369)

 

Net Realized Loss

 

(494,893)

 

Change in Net Unrealized Appreciation (Depreciation) From:

 

 

 

Investments

 

3,971,350

 

Futures contracts

 

9,998

 

Written options

 

(111,428)

 

Swap contracts

 

237,987

 

Foreign currencies

 

2,375

 

Change in Net Unrealized Appreciation (Depreciation)

 

4,110,282

 

Net Gain on Investments, Futures Contracts, Written Options, Swap Contracts and Foreign Currency Transactions

 

3,615,389

 

Increase in Net Assets From Operations

 

$6,243,386

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

21

 

Statements of changes in net assets

 

For the Six Months Ended March 31, 2013 (unaudited) and the Year Ended September 30, 2012

 

2013

 

2012

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

Net investment income

 

$    2,627,997

 

$    6,011,612

 

Net realized loss

 

(494,893)

 

(2,170,562)

 

Change in net unrealized appreciation (depreciation)

 

4,110,282

 

12,515,205

 

Increase in Net Assets From Operations

 

6,243,386

 

16,356,255

 

 

 

 

 

 

 

Distributions to Shareholders From (Note 1):

 

 

 

 

 

Net investment income

 

(2,898,927)

 

(5,356,963)

 

Decrease in Net Assets From Distributions to Shareholders

 

(2,898,927)

 

(5,356,963)

 

 

 

 

 

 

 

Fund Share Transactions:

 

 

 

 

 

Proceeds from shares issued on reinvestment of distribution (6,635 and 2,579 shares issued, respectively)

 

121,907

 

46,687

 

Increase in Net Assets From Fund Share Transactions

 

121,907

 

46,687

 

Increase in Net Assets

 

3,466,366

 

11,045,979

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Beginning of period

 

122,940,120

 

111,894,141

 

End of period*

 

$126,406,486

 

$122,940,120

 

* Includes undistributed net investment income of:

 

$2,845,109

 

$3,116,039

 

 

See Notes to Financial Statements.

 


 

22

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Financial highlights

 

For a share of capital stock outstanding throughout each year ended September 30, unless otherwise noted:

 

 

 

20131,2

 

20122

 

20112

 

20102

 

20092

 

20082

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of period

 

$18.46

 

$16.80

 

$17.05

 

$15.18

 

$15.12

 

$18.85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.39

 

0.90

 

0.86

 

0.82

 

0.75

 

0.96

 

Net realized and unrealized gain (loss)

 

0.55

 

1.56

 

(0.43)

 

1.66

 

0.04

 

(3.57)

 

Total income (loss) from operations

 

0.94

 

2.46

 

0.43

 

2.48

 

0.79

 

(2.61)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less distributions from:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.44)

 

(0.80)

 

(0.64)

 

(0.67)

 

(0.68)

 

(0.96)

 

Net realized gains

 

 

 

(0.04)

 

 

(0.05)

 

(0.16)

 

Total distributions

 

(0.44)

 

(0.80)

 

(0.68)

 

(0.67)

 

(0.73)

 

(1.12)

 

Increase in net asset value due to shares repurchased in tender offer

 

 

 

 

0.06

 

 

 

Net asset value, end of period

 

$18.96

 

$18.46

 

$16.80

 

$17.05

 

$15.18

 

$15.12

 

Market price, end of period

 

$18.89

 

$18.45

 

$15.43

 

$15.86

 

$13.78

 

$12.00

 

Total return, based on NAV3,4

 

5.12

%

15.05

%

2.45

%

17.08

%

5.91

%

(14.40)

%5

Total return, based on Market Price6

 

4.86

%

25.59

%

1.44

%

20.40

%

22.20

%

(23.67)

%5

Net assets, end of period (000s)

 

$126,406

 

$122,940

 

$111,894

 

$113,535

 

$126,385

 

$125,879

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to average net assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross expenses

 

1.20

%7

1.20

%

0.99

%

1.09

%

1.16

%

1.06

%

Net expenses8

 

1.20

7

1.20

 

0.99

 

1.09

 

1.16

 

1.06

 

Net investment income

 

4.23

7

5.17

 

4.91

 

5.09

 

5.41

 

5.59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio Turnover Rate

 

3%

 

18

%

31

%

43

%

68

%9

77

%9

 

1

For the six months ended March 31, 2013 (unaudited).

2

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

3

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

4

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

5

The investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

6

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

7

Annualized.

8

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

9

Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 146% and 205% for the year ended September 30, 2009 and 2008, respectively.

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

23

 

 

Notes to financial statements (unaudited)

 

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 Fund’s primary investment objective is to maintain a high level of current income.

 

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

 

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

 


 

24

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Notes to financial statements (unaudited) (cont’d)

 

The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North American Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Directors, is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

 

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

 

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

 

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

 

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

 

·                  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.)

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

25

 

 

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

 

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

 

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

 

ASSETS

Description

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Long-term investments†:

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds & notes

 

 

 

$ 41,512,730

 

 

 

 

$  41,512,730

 

 

Asset-backed securities

 

 

 

26,268,140

 

 

 

 

26,268,140

 

 

Collateralized mortgage obligations

 

 

 

41,029,736

 

 

 

 

41,029,736

 

 

Collateralized senior loans

 

 

 

6,145,330

 

 

 

 

6,145,330

 

 

Mortgage-backed securities

 

 

 

3,175,382

 

 

 

 

3,175,382

 

 

Municipal bonds

 

 

 

959,924

 

 

 

 

959,924

 

 

Sovereign bonds

 

 

 

5,869,997

 

 

 

 

5,869,997

 

 

U.S. government & agency obligations

 

 

 

240,702

 

 

 

 

240,702

 

 

Common stocks

 

$1,570

 

 

 

 

$61,489

 

 

63,059

 

 

Convertible bonds & notes

 

 

 

23,477

 

 

 

 

23,477

 

 

Warrants

 

 

 

3,354

 

 

 

 

3,354

 

 

Total long-term investments

 

$1,570

 

 

$125,228,772

 

 

$61,489

 

 

$125,291,831

 

 

Short-term investments†

 

 

 

4,392,000

 

 

 

 

4,392,000

 

 

Total investments

 

$1,570

 

 

$129,620,772

 

 

$61,489

 

 

$129,683,831

 

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

123,047

 

 

 

 

123,047

 

 

Total

 

$1,570

 

 

$129,743,819

 

 

$61,489

 

 

$129,806,878

 

 

 

LIABILITIES

Description

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Futures contracts

 

$2,907

 

 

 

 

 

 

$    2,907

 

 

Interest rate swaps

 

 

 

$520,875

 

 

 

 

520,875

 

 

Credit default swaps on corporate issues — buy protection‡

 

 

 

14,134

 

 

 

 

14,134

 

 

Total

 

$2,907

 

 

$535,009

 

 

 

 

$537,916

 

 

 

†  See Schedule of Investments for additional detailed categorizations.

‡  Values include any premiums paid or received with respect to swap contracts.

 

(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an

 


 

26

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Notes to financial statements (unaudited) (cont’d)

 

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

 

(c) Reverse repurchase agreements. The Fund may enter into reverse repurchase agreements. Under the terms of a typical reverse repurchase agreement, a fund sells a security subject to an obligation to repurchase the security from the buyer at an agreed-upon time and price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the agreement may be restricted pending a determination by the counterparty, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. In entering into reverse repurchase agreements, the Fund will 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.

 

(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 cash equivalents 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. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. The daily changes in contract value are recorded as unrealized gains or losses in the Statement of

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

27

 

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

 

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

 

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

 

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

 


 

28

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Notes to financial statements (unaudited) (cont’d)

 

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.

 

For average notional amounts of swaps held during the six months ended March 31, 2013, see Note 4.

 

Credit default swaps

 

The Fund enters into credit default swap (“CDS”) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate or sovereign issuers, on a specified obligation, or in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising a credit index. The Fund may use a CDS to provide protection against defaults of the issuers (i.e., to reduce risk where the Fund has exposure to an issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally receives an upfront payment or a stream of payments throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the maximum potential amount of future payments (undiscounted) that the Fund could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. These amounts of potential payments will be partially offset by any recovery of values from the respective referenced obligations. As a seller of protection, the Fund effectively adds leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.

 

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

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

29

 

particularly in relation to the notional amount of the contract as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.

 

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

 

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

 

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, or receive a fixed rate and pay 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 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 Fund’s 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 contract’s remaining life, to the extent that that amount is positive. This risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty.

 

(g) 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

 


 

30

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Notes to financial statements (unaudited) (cont’d)

 

premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase the underlying security (in the case of an uncovered written call option), including brokerage commission, is recognized as a realized gain or loss. When a written put option is exercised, the amount of the premium received is subtracted from the cost of the security purchased by the Fund from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.

 

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

 

(h) Swaptions. The Fund purchases and writes swaption contracts to manage exposure to an underlying instrument. The Fund may also purchase or write options to manage exposure to fluctuations in interest rates or to enhance yield. Swaption contracts written by the Fund represent an option that gives the purchaser the right, but not the obligation, to enter into a previously agreed upon swap contract at a future date. Swaption contracts purchased by the Fund represent an option that gives the Fund the right, but not the obligation, to enter into a previously agreed upon swap contract at a future date.

 

When the Fund writes a swaption, 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 swaption written. If the swaption expires, the Fund realizes a gain equal to the amount of the premium received.

 

When the Fund purchases a swaption, 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 daily to reflect the current market value of the swaption purchased. If the swaption expires, the Fund realizes a loss equal to the amount of the premium paid.

 

Swaptions are marked-to-market daily based upon quotations from market makers. Changes in the value of the swaption are reported as unrealized gains or losses in the Statement of Operations.

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

31

 

(i) 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 pre-payment, interest rates and the market’s 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 IO’s 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 IO’s.

 

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

 

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

 

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.

 

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

 


 

32

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Notes to financial statements (unaudited) (cont’d)

 

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

 

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

 

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

 

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

 

As of March 31, 2013, the Fund held credit default swaps and interest rate swaps with credit related contingent features which had a liability position of $535,009 If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties. As of March 31, 2013, the Fund had posted with its counterparties cash and/or securities as collateral to cover the net liability

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

33

 

of these derivatives amounting to $500,000, which could be used to reduce the required payment.

 

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

 

Investments in securities that are collateralized by residential 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.

 

(n) 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.

 

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

 

(p) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend

 

 


 

34

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Notes to financial statements (unaudited) (cont’d)

 

date and are determined in accordance with income tax regulations, which may differ from GAAP.

 

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

 

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

 

However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income and 98.2% of net realized gains exceed the distributions from such taxable income and realized gains for the calendar year. The Fund paid $108,322 of Federal excise taxes attributable to calendar year 2012 in March 2013.

 

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

 

(s) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.

 

2. Investment management agreement and other transactions with affiliates

 

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

 

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.75% of the Fund’s average daily net assets plus the proceeds of any outstanding borrowings.

 

LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. Western Asset Limited and Western Singapore do not receive any

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

35

 

compensation from the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Fund. In turn, Western Asset pays Western Asset Limited and Western Singapore a subadvisory fee of 0.30% on assets managed by Western Asset Limited and Western Singapore, respectively.

 

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

 

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

 

3. Investments

 

During the six months ended March 31, 2013, 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

$  3,494,490

 

$457,392

 

Sales

11,869,731

 

102,276

 

 

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

 

Gross unrealized appreciation

 

$10,415,077

 

Gross unrealized depreciation

 

(7,410,543

)

Net unrealized appreciation

 

$  3,004,534

 

 

Transactions in reverse repurchase agreements for the Fund during the six months ended March 31, 2013 were as follows:

 

Average Daily
Balance*

 

Weighted Average
Interest Rate*

 

Maximum Amount
Outstanding

 

$5,232,554

 

0.85%

 

$6,263,054

 

 

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

 

Interest rates on reverse repurchase agreements was 0.85% during the six months ended March 31, 2013. Interest expense incurred on reverse repurchase agreements totaled $22,468.

 

At March 31, 2013, the Fund had the following open reverse repurchase agreements:

 

Counterparty

 

Rate

 

Effective Date

 

Maturity Date

 

Face Amount of
Reverse Repurchase
Agreements

 

Deutsche Bank

 

0.85%

 

1/8/2013

 

4/3/2013

 

$3,994,346

 

 


 

36

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Notes to financial statements (unaudited) (cont’d)

 

On March 31, 2013, the total market value of underlying collateral (refer to the Schedule of Investments for positions held at the counterparty as collateral for reverse repurchase agreements) for open reverse repurchase agreements was $4,178,058.

At March 31, 2013, the Fund had the following open futures contracts:

 

 

 

Number of
Contracts

 

Expiration
Date

 

Basis
Value

 

Market
Value

 

Unrealized
Loss

Contracts to Sell:

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury 10-Year Notes

 

5

 

6/13

 

$657,015

 

$659,922

 

$(2,907)

 

 

During the six months ended March 31, 2013, written option transactions for the Fund were as follows:

 

 

 

Number of Contracts/
Notional Par

 

Premiums

 

Written options, outstanding as of September 30, 2012

 

28,669,000

 

 

120,768

 

Options written

 

 

 

 

Options closed

 

(28,669,000

)

 

(120,768

)

Options exercised

 

 

 

 

Options expired

 

 

 

 

Written options, outstanding as of March 31, 2013

 

 

 

 

 

At March 31, 2013, the Fund held the following open swap contracts:

 

INTEREST RATE SWAPS

Swap Counterparty

 

Notional
Amount

 

Termination
Date

 

Payments
Made
by the
Fund

 

Payments
Received
by the
Fund

 

Upfront
Premiums
Paid
(Received)

 

Unrealized
Appreciation
(Depreciation)

Barclays Capital Inc.

 

$ 5,000,000

 

9/6/14

 

0.633%
Semi-Annually

 

3-Month LIBOR

 

 

$  (18,292

)

Barclays Capital Inc.

 

12,018,000

 

8/13/15

 

0.637%
Semi-Annually

 

3-Month LIBOR

 

 

(39,602

)

Barclays Capital Inc.

 

10,000,000

 

6/14/16

 

1.785%
Semi-Annually

 

3-Month LIBOR

 

 

(390,787

)

Barclays Capital Inc.

 

7,417,000

 

8/13/18

 

1.285%
Semi-Annually

 

3-Month LIBOR

 

 

67,716

 

Barclays Capital Inc.

 

2,500,000

 

9/7/22

 

1.670%
Semi-Annually

 

3-Month LIBOR

 

 

55,331

 

Credit Suisse First Boston Inc.

 

5,000,000

 

5/10/22

 

1.985%
Semi-Annually

 

3-Month LIBOR

 

 

(53,653

)

Morgan Stanley & Co. Inc.

 

10,000,000

 

10/18/13

 

0.658%
Semi-Annually

 

3-Month LIBOR

 

 

(18,541

)

Total

 

$51,935,000

 

 

 

 

 

 

 

 

$(397,828

)

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

37

 

 

CREDIT DEFAULT SWAPS ON CORPORATE ISSUES — BUY PROTECTION1

Swap Counterparty
(Reference Entity)

 

Notional
Amount
2

 

Termination
Date

 

Implied
Credit
Spread at
March 31,
2013
3

 

Periodic
Payments
Made
by the
Fund

 

Market
Value
4

 

Upfront
Premiums
Paid
(Received)

 

Unrealized
(Depreciation)

Goldman Sachs Group Inc. (Assured Guaranty Municipal Corp., 0.480% due 11/15/13)

 

$  90,000

 

3/20/15

 

1.31

%

5.000%
quarterly

 

$  (6,471

)

$   345

 

$  (6,816

)

Goldman Sachs Group Inc. (Assured Guaranty Municipal Corp., 0.480% due 11/15/13)

 

120,000

 

3/20/20

 

4.17

%

5.000%
quarterly

 

(5,746

)

2,202

 

(7,948

)

Goldman Sachs Group Inc. (Assured Guaranty Municipal Corp., 0.480%, due 11/15/13)

 

20,000

 

3/20/15

 

1.31

%

5.000%
quarterly

 

(1,438

)

107

 

(1,545

)

Goldman Sachs Group Inc. (Assured Guaranty Municipal Corp., 0.480%, due 11/15/13)

 

10,000

 

3/20/20

 

4.17

%

5.000%
quarterly

 

(479

)

222

 

(701

)

Total

 

$240,000

 

 

 

 

 

 

 

$(14,134

)

$2,876

 

$(17,010

)

 

1

If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the underlying securities comprising the referenced index.

2

The maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

3

Implied credit spreads, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.

4

The quoted market prices and resulting values for credit default swap agreements on asset-backed securities and credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement been closed/sold as of the period end. Decreasing market values (sell protection) or increasing market values (buy protection) when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

Percentage shown is an annual percentage rate.

 


 

38

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Notes to financial statements (unaudited) (cont’d)

 

4. Derivative instruments and hedging activities

 

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

 

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

 

ASSET DERIVATIVES1

 

 

Interest Rate
Risk

 

Swap contracts2

 

$123,047

 

 

LIABILITY DERIVATIVES1

 

 

Interest Rate
Risk

 

Credit
Risk

 

Total

 

Futures contracts3

 

$    2,907

 

 

 

 

$    2,907

 

 

Swap contracts2

 

520,875

 

 

$14,134

 

 

535,009

 

 

Total

 

$523,782

 

 

$14,134

 

 

$537,916

 

 

 

1

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

2

Values include premiums paid (received) on swap contracts which are shown separately in the Statement of Assets and Liabilities.

3

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

 

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

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED

 

 

Interest Rate
Risk

 

Foreign
Exchange
Risk

 

Credit
Risk

 

Total

 

Written options

 

$  113,888

 

 

 

$  113,888

 

Futures contracts

 

(38,947

)

 

 

(38,947

)

Forward foreign currency contracts

 

 

$(31,261

)

 

(31,261

)

Swap contracts

 

(157,614

)

 

$(7,949

)

(165,563

)

Total

 

$  (82,673

)

$(31,261

)

$(7,949

)

$(121,883

)

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

39

 

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED

 

 

Interest Rate
Risk

 

Foreign
Exchange
Risk

 

Credit
Risk

 

Total

 

Written Options

 

$(111,428

)

 

 

$(111,428

)

Futures Contracts

 

9,998

 

 

 

9,998

 

Forward Foreign Currency Contracts

 

 

$1,503

 

 

1,503

 

Swap Contracts

 

261,127

 

 

$(23,140

)

237,987

 

Total

 

$ 159,697

 

$1,503

 

$(23,140

)

$ 138,060

 

 

During the six months ended March 31, 2013, the volume of derivative activity for the Fund was as follows:

 

 

 

Average
Market Value

 

Written options†

 

$       3,698

 

Futures contracts (to buy)†

 

9,258,761

 

Futures contracts (to sell)

 

1,005,739

 

Forward foreign currency contracts (to buy)†

 

164,312

 

Forward foreign currency contracts (to sell)†

 

290,584

 

 

 

 

Average
Notional Balance

 

Interest rate swap contracts

 

$83,484,286

 

Credit default swap contracts (to buy protection)

 

300,000

 

 

†  At March 31, 2013, there were no open positions held in this derivative.

 

5. Distributions subsequent to March 31, 2013

 

On February 14, 2013, the Fund’s Board of Directors (the “Board”) declared three distributions, each in the amount of $0.0725 per share, payable on March 22, 2013, April 26, 2013 and May 31, 2013 to shareholders of record on March 15, 2013, April 19, 2013 and May 24, 2013, respectively. The April and May record date distributions were made subsequent to the period end of this report.

 

On May 17, 2013, the Board declared three distributions, each in the amount of $0.0725 per share, payable on June 28, 2013, July 26, 2013 and August 30, 2013 to shareholders of record on June 21, 2013, July 19, 2013 and August 23, 2013, respectively.

 


 

40

 

 

Western Asset Variable Rate Strategic Fund Inc. 2013 Semi-Annual Report

 

 

 

Notes to financial statements (unaudited) (cont’d)

 

6. Capital loss carryforward

 

As of September 30, 2012, the Fund had the following net capital loss carryforwards remaining:

 

Year of Expiration

 

Amount

 

No Expiration

 

$(5,239,040

)*

9/30/2019

 

(4,735,221

)

 

 

$(9,974,261

)

 

 

These amounts will be available to offset any future taxable capital gains.

*

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward these capital losses for an unlimited period. However, these losses will be required to be utilized prior to the Fund’s other capital losses with the expiration dates listed above. Additionally, these capital losses retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

41

 

 

Commodity exchange act regulation exclusion (unaudited)

 

The Fund is operated by persons who have claimed an exclusion, granted to operators of registered investment companies like the Fund, from registration as a “commodity pool operator” with respect to the Fund under the Commodity Exchange Act (the “CEA”), and, therefore, are not subject to registration or regulation with respect to the Fund under the CEA. As a result, effective December 31, 2012, the Fund is limited in its ability to use commodity futures (which include futures on broad-based securities indexes and interest rate futures) (collectively, “commodity interests”) or options on commodity futures, engage in certain swaps transactions or make certain other investments (whether directly or indirectly through investments in other investment vehicles) for purposes other than “bona fide hedging,” as defined in the rules of the Commodity Futures Trading Commission. With respect to transactions other than for bona fide hedging purposes, either: (1) the aggregate initial margin and premiums required to establish the Fund’s positions in such investments may not exceed 5% of the liquidation value of the Fund’s portfolio (after accounting for unrealized profits and unrealized losses on any such investments); or (2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of the Fund’s portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, the Fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the futures, options or swaps markets.

 


 

42

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

 

 

Board approval of management and subadvisory agreements (unaudited)

 

Background

 

The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors (the “Board”) of Western Asset Variable Rate Strategic Fund Inc. (the “Fund”), including a majority of its members that are not considered to be “interested persons” under the 1940 Act (the “Independent Directors”) voting separately, approve on an annual basis the continuation of the investment management contract (the “Management Agreement”) with the Fund’s manager, Legg Mason Partners Fund Advisor, LLC (the “Manager”), and the sub-advisory agreements (individually, a “Sub-Advisory Agreement,” and collectively, the “Sub-Advisory Agreements”) with the Manager’s affiliates, Western Asset Management Company (“Western Asset”), Western Asset Management Company Limited in London (“Western Asset London”) and Western Asset Management Company Pte. Ltd. in Singapore (“Western Asset Singapore,” and, together with Western Asset and Western Asset London, the “Sub-Advisers”). At a meeting (the “Contract Renewal Meeting”) held in-person on November 7 and 8, 2012, the Board, including the Independent Directors, considered and approved the continuation of each of the Management Agreement and the Sub-Advisory Agreements for an additional one-year term. To assist in its consideration of the renewals of the Management Agreement and the Sub-Advisory Agreements, the Board received and considered a variety of information (together with the information provided at the Contract Renewal Meeting, the “Contract Renewal Information”) about the Manager and the Sub-Advisers, as well as the management and sub-advisory arrangements for the Fund and the other closed-end funds in the same complex under the Board’s supervision (collectively, the “Legg Mason Closed-end Funds”), certain portions of which are discussed below. A presentation made by the Manager and Western Asset to the Board at the Contract Renewal Meeting in connection with its evaluations of the Management Agreement and the Sub-Advisory Agreements encompassed the Fund and other Legg Mason Closed-end Funds. In addition to the Contract Renewal Information, the Board received performance and other information throughout the year related to the respective services rendered by the Manager and the Sub-Advisers to the Fund. The Board’s evaluation took into account the information received throughout the year and also reflected the knowledge and familiarity gained as members of the Board of the Fund and the other Legg Mason Closed-end Funds with respect to the services provided to the Fund by the Manager and the Sub-Advisers.

 

The Manager provides the Fund with investment advisory and administrative services pursuant to the Management Agreement and the Sub-Advisers together provide the Fund with certain investment sub-advisory services pursuant to the Sub-Advisory Agreements. The discussion below covers both the advisory and administrative functions being rendered by the Manager,

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

43

 

 

each such function being encompassed by the Management Agreement, and the investment sub-advisory functions being rendered by the Sub-Advisers.

 

Board approval of management agreement and sub-advisory agreements

 

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

 

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

 

The Board received and considered Contract Renewal Information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Sub-Advisers under the Management Agreement and the Sub-Advisory Agreements, respectively, during the past year. The Board also reviewed Contract Renewal Information regarding the Fund’s compliance policies and procedures established pursuant to the 1940 Act. The Board reviewed the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the Contract Renewal Information and the Board’s discussions with the Manager and Western Asset at the Contract Renewal Meeting, the general reputation and investment performance records of the Manager, Western Asset and their affiliates and the financial resources available to the corporate parent of the Manager and the Sub-Advisers, Legg Mason, Inc. (“Legg Mason”), to support their activities in respect of the Fund and the other Legg Mason Closed-end Funds.

 

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

 


 

44

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

 

 

Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

thereunder, provided that Western Asset, in each case, will supervise the activities of the delegee. Pursuant to this provision Western Asset London and Western Asset Singapore help to provide certain investment sub-advisory services to the Fund pursuant to separate Sub-Advisory Agreements with Western Asset.

 

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

 

In evaluating the nature, extent and quality of the investment advisory and other services provided, and which are expected to be provided, to the Fund pursuant to the Management Agreement and the Sub-Advisory Agreements, the Board inquired as to any impact on the Fund’s operations of significant changes in the senior management of the Manager and Legg Mason and other personnel providing services to the Fund during the past two years to the date of the Contract Renewal Meeting, including the resignation of Legg Mason’s Chief Executive Officer (“CEO”). At the Contract Renewal Meeting, the interim CEO and other senior representatives of Legg Mason and the Manager discussed these changes with the Board and assured the Board that such changes have not resulted, and are not expected in the future to result, in any diminution in the nature, extent or quality of services provided to the Fund and that the Board of Directors of Legg Mason had undertaken a search for a permanent CEO. In addition, the Board inquired as to published reports speculating that control of Legg Mason, the Manager or certain affiliates of Legg Mason, including the Sub-Advisers, might change. The senior representatives of Legg Mason discussed these published reports with the Board, confirming Legg Mason’s continuing commitment to its current business model and its affiliations with the Manager and the Sub-Advisers.

 

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

 

Fund performance

 

The Board received and considered performance information and analyses (the “Lipper Performance Information”) for the Fund, as well as for a group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

45

 

 

Performance Universe included the Fund and all leveraged global income closed-end funds, as classified by Lipper, regardless of asset size. The Board noted that it had received and discussed with the Manager and Western Asset information throughout the year at periodic intervals comparing the Fund’s performance against its benchmarks and its peer funds as selected by Lipper.

 

The Lipper Performance Information comparing the Fund’s performance to that of the Performance Universe based on net asset value per share showed, among other things, that the Fund’s performance for the 1-year period ended June 30, 2012 was ranked seventh among the eight funds in the Performance Universe for that period; the Fund’s performance for the 3-year period ended June 30, 2012 was ranked sixth among the seven funds in the Performance Universe for that period; and the Fund’s performance for the 5-year period was ranked sixth (i.e., worst) among the six funds in the Performance Universe for that period. The Fund’s performance was worse than the median performance for the Performance Universe for each of the 1-, 3- and 5-year periods. The Board considered the Manager’s explanation of the Fund’s underperformance relative to the Performance Universe for all periods. Among other things, the Manager noted that, unlike the other Performance Universe Funds, at least 80% of the Fund’s assets generally must be invested in floating rate instruments. According to the Manager, this requirement put the Fund at a disadvantage relative to the other Performance Universe funds in the declining global base interest rate environment during the past five years. The Manager noted that, after a five-year period of reductions and reaching a low in 2009, the Fund’s dividend was increased beginning in May 2011 (due, in part, to support provided by non-agency mortgage positions which detracted from the Fund’s performance in 2009 and 2010). Performance during 2012 to-date was improved by the Fund’s returns in both credit and non-agency mortgage sectors and the dividend was raised again in 2012. The Board noted that the small number of funds in the Performance Universe made meaningful performance comparisons difficult. The Board also considered the Fund’s performance relative to its benchmarks and its strong performance in absolute terms.

 

Based on its review of the Fund’s performance, the Board concluded that, under the circumstances, continuation of the Management Agreement and the Sub-Advisory Agreements for an additional one-year period would be in the interests of the Fund and its shareholders.

 

Management fees and expense ratios

 

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

 


 

46

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

 

 

Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

other services provided by the Manager and the Sub-Advisers. The Board noted that the Sub-Advisory Fees payable to Western Asset under the Western Asset Sub-Advisory Agreement are paid by the Manager, not the Fund, and, accordingly, that the retention of Western Asset does not increase the fees or expenses otherwise incurred by the Fund’s shareholders. Similarly, the Board noted that the Sub-Advisory Fees payable to Western Asset Singapore under its Sub-Advisory Agreement with Western Asset are paid by Western Asset, not the Fund, and, accordingly, that the retention of Western Asset Singapore does not increase the fees or expenses otherwise incurred by the Fund’s shareholders.

 

Additionally, the Board received and considered information and analyses prepared by Lipper (the “Lipper Expense Information”) comparing the Management Fee and the Fund’s overall expenses with those of funds in an expense universe (the “Expense Universe”) selected and provided by Lipper. The comparison was based upon the constituent funds’ latest fiscal years. The Expense Universe consisted of the Fund and three other leveraged global income closed-end funds, as classified by Lipper. The Expense Universe had net common share assets ranging from the Fund’s $117.3 million to $381.5 million.

 

The Lipper Expense Information, comparing the Management Fee as well as the Fund’s actual total expenses to the Fund’s Expense Universe, showed, among other things, that the Fund’s contractual Management Fee and the Fund’s actual Management Fee (i.e., giving effect to any voluntary fee waivers implemented by the Manager with respect to the Fund and by the managers of the other Expense Universe funds) on the basis of common share assets only each was ranked first (i.e., lowest) among the funds in the Expense Universe and that the Fund’s actual Management Fee compared on the basis of common and leveraged assets was ranked second among the funds in the Expense Universe. The Fund’s actual total expenses were ranked first among the funds in the Expense Universe based upon common share assets only and ranked second among the funds in the Expense Universe based upon common and leveraged assets. Each expense component was better than the Expense Universe median for that component. The Board noted, among other things, the small number of funds in the Expense Universe, which included another Legg Mason Closed-end Fund managed by Western Asset, made meaningful comparisons difficult.

 

The Board also reviewed Contract Renewal Information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional and separate accounts. The Board was advised that the fees paid by such institutional, separate account and other clients generally are lower, and may be significantly lower, than the Management Fee. The Contract Renewal Information discussed the significant differences in scope of services

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

47

 

 

provided to the Fund and to these other clients, noting that the Fund is provided with administrative services, office facilities, Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers. The Contract Renewal Information included information regarding management fees paid by open-end mutual funds in the same complex (the “Legg Mason Open-end Funds”) and that such information indicated that the management fees paid by the Legg Mason Closed-end Funds generally were higher than those paid by the Legg Mason Open-end Funds. The Manager, in response to an inquiry by the Board as to the reasons for the fee differential, provided information as to differences between the services provided to the Fund and the other Legg Mason Closed-end Funds and the services provided to the Legg Mason Open-end Funds. The Board considered the fee comparisons in light of the different services provided in managing these other types of clients and funds.

 

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

 

Manager profitability

 

The Board, as part of the Contract Renewal Information, received an analysis of the profitability to the Manager and its affiliates in providing services to the Fund for the Manager’s fiscal years ended March 31, 2012 and March 31, 2011. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received Contract Renewal Information with respect to the Manager’s revenue and cost allocation methodologies used in preparing such profitability data. The Board received a report from an outside consultant engaged by the Manager that had reviewed the Manager’s revenue and cost allocation methodologies. The profitability to each of the Sub-Advisers was not considered to be a material factor in the Board’s considerations since Western Asset’s Sub-Advisory Fees are paid by the Manager, not the Fund, and the Sub-Advisory Fees for Western Asset London and Western Asset Singapore are paid by Western Asset, not the Fund. The profitability analysis presented to the Board as part of the Contract Renewal Information indicated that profitability to the Manager had declined by 2 percent during the period covered by the analysis. Under the circumstances, the Board concluded that the Manager’s profitability remained at a reasonable level in light of the nature, extent and overall quality of the investment advisory and other services provided to the Fund.

 


 

48

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

 

 

Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

Economies of scale

 

The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Fund’s assets grow. The Board noted that because the Fund is a closed-end fund with no current plans to seek additional assets beyond maintaining its dividend reinvestment plan, any significant growth in its assets generally will occur through appreciation in the value of the Fund’s investment portfolio, rather than sales of additional shares in the Fund. The Board determined that the Management Fee structure, which incorporates no breakpoints reducing the Management Fee at specified increased asset levels, was appropriate under present circumstances.

 

Other benefits to the manager and the sub-advisers

 

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

 

* * *

 

In light of all of the foregoing and other relevant factors, the Board determined that, under the circumstances, continuation of the Management Agreement and the Sub-Advisory Agreements would be consistent with the interests of the Fund and its shareholders and unanimously voted to continue each Agreement for a period of one additional year.

 

No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve continuation of the Management Agreement and the Sub-Advisory Agreements, and each Board member attributed different weights to the various factors. The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to the Contract Renewal Meeting, the Board received a memorandum prepared by the Manager discussing its responsibilities in connection with the proposed continuation of the Management Agreement and the Sub-Advisory Agreements as part of the Contract Renewal Information and the Independent Directors separately received a memorandum discussing such responsibilities from their independent counsel. Prior to voting, the Independent Directors also discussed the proposed continuation of the Management Agreement and the Sub-Advisory Agreements in private sessions with their independent legal counsel at which no representatives of the Manager were present.

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

49

 

 

Additional shareholder information (unaudited)

 

Results of annual meeting of shareholders

 

The Annual Meeting of Shareholders of Western Asset Variable Rate Strategic Fund Inc. was held on January 25, 2013 for the purpose of considering and voting upon the election of Directors. The following table provides information concerning the matter voted upon at the Meeting:

 

Election of directors

 

Nominees

 

Votes For

 

Votes Withheld

 

Paolo M. Cucchi

 

3,292,637

 

148,280

 

Riordan Roett

 

3,296,515

 

144,402

 

Jeswald W. Salacuse

 

3,287,252

 

153,665

 

 

At March 31, 2013, in addition to Paolo M. Cucchi, Riordan Roett and Jeswald W. Salacuse, the other Directors of the Fund were as follows:

 

Carol L. Colman
Daniel P. Cronin
Leslie H. Gelb
R. Jay Gerken
William R. Hutchinson
Eileen A. Kamerick*

 

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

 


 

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

 

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

 

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

 

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

 

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

 


 

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

51

 

 

You may withdraw from the Plan by notifying the Plan Agent in writing at 6201 15th Avenue, Brooklyn, New York 11219 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 distribution record date; otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared distribution on the Common Shares. The Plan may be terminated by the Fund upon notice in writing mailed to Common Shareholders at least 30 days prior to the record date for the payment of any distribution by the Fund for which the termination is to be effective. Upon any termination, you will be sent a certificate or certificates for the full Common Shares held for you under the Plan and cash for any fractional Common Shares. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your shares on your behalf. You will be charged a service charge and the Plan Agent is authorized to deduct brokerage charges actually incurred for this transaction from the proceeds.

 

There is no service charge for reinvestment of your distributions in Common Shares. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all distributions will be automatically reinvested in additional Common Shares, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Shares over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets. Investors will be subject to income tax on amounts reinvested under the plan.

 

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

 

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

 


 

Western Asset

Variable Rate Strategic Fund Inc.

 

Directors

Western Asset Variable Rate Strategic Fund Inc.

Independent registered public accounting firm

Carol L. Colman

620 Eighth Avenue

KPMG LLP

Daniel P. Cronin

49th Floor

345 Park Avenue

Paolo M. Cucchi

New York, NY 10018

New York, NY 10154

Leslie H. Gelb

 

 

R. Jay Gerken

Investment manager

Legal counsel

Chairman

Legg Mason Partners Fund Advisor, LLC

Simpson Thacher & Bartlett LLP

William R. Hutchinson

 

425 Lexington Avenue

Eileen A. Kamerick*

Subadvisers

New York, NY 10017

Riordan Roett

Western Asset Management Company

 

Jeswald W. Salacuse

Western Asset Management Company Limited

New York Stock Exchange Symbol

 

Western Asset Management Company Pte. Ltd.

GFY

Officers

 

 

R. Jay Gerken

Custodian

 

President and

State Street Bank and Trust Company

 

Chief Executive Officer

1 Lincoln Street

 

Richard F. Sennett

Boston, MA 02111

 

Principal Financial Officer

 

 

Ted P. Becker

Transfer agent

 

Chief Compliance Officer

American Stock Transfer & Trust Company

 

Vanessa A. Williams

6201 15th Avenue

 

Identity Theft

Brooklyn, NY 11219

 

Prevention Officer

 

 

Robert I. Frenkel

 

 

Secretary and

 

 

Chief Legal Officer

 

 

Thomas C. Mandia

 

 

Assistant Secretary

 

 

Steven Frank

 

 

Treasurer

 

 

Jeanne M. Kelly

 

 

Senior Vice President

 

 

 

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

 


 

Legg Mason Funds Privacy and
Security Notice

 

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

 

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

 

The Type of Nonpublic Personal Information the Funds Collect About You

 

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

 

·       Personal information included on applications or other forms;

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

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

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

 

How the Funds Use Nonpublic Personal Information About You

 

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

 

·       Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or 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 marketing services solely for the Funds;

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

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

 

 

 

 

 

 

 

 

 

 

NOT PART OF THE SEMI-ANNUAL REPORT

 

 

 

 

 

 

 

 


 

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

 

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

 

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

 

Keeping You Informed of the Funds’ Privacy and Security Practices

 

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

 

The Funds’ Security Practices

 

The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your 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, or if you have questions about the Funds’ privacy practices, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.lmcef.com, or contact the Fund at 1-888-777-0102.

 

Revised April 2011

 

 

 

 

 

 

 

 

 

 

NOT PART OF THE SEMI-ANNUAL REPORT

 

 

 

 

 

 

 

 


 

 

Western Asset Variable Rate Strategic Fund Inc.

 

Western Asset Variable Rate Strategic Fund Inc.
620 Eighth Avenue
49th Floor
New York, NY 10018

 

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

 

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

 

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

 

This report is transmitted to the shareholders of Western Asset 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.

 

American Stock
Transfer & Trust Company
6201 15th Avenue
Brooklyn, NY 11219

 

 

WAS04036 5/13 SR13-1924


 

ITEM 2.                                                  CODE OF ETHICS.

 

Not applicable.

 

ITEM 3.                                                  AUDIT COMMITTEE FINANCIAL EXPERT.

 

Not applicable.

 

ITEM 4.                                                  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Not applicable.

 

ITEM 5.                                                  AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable.

 

ITEM 6.                                                  SCHEDULE OF INVESTMENTS.

 

Included herein under Item 1.

 

ITEM 7.                                                  DISCLOSURE OF PROXY VOITNG POLIIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

ITEM 11.                                           CONTROLS AND PROCEDURES.

 

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

 

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

 



 

ITEM 12.                                           EXHIBITS.

 

(a) (1)               Not applicable.

Exhibit 99.CODE ETH

 

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

Exhibit 99.CERT

 

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

Exhibit 99.906CERT

 



 

SIGNATURES

 

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

 

Western Asset Variable Rate Strategic Fund Inc.

 

By:

/s/ R. Jay Gerken

 

 

(R. Jay Gerken)

 

 

Chief Executive Officer

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

 

 

Date:

May 24, 2013

 

 

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

 

 

By:

/s/ R. Jay Gerken

 

 

(R. Jay Gerken)

 

 

Chief Executive Officer

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

 

 

 

Date:

May 24, 2013

 

 

 

 

 

 

 

By:

/s/ Richard F. Sennett

 

 

(Richard F. Sennett)

 

 

Principal Financial Officer

 

 

Western Asset Variable Rate Strategic Fund Inc.

 

 

 

 

Date:

May 24, 2013