SCHEDULE 14A

(Rule 14a-101)

 

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐   Preliminary Proxy Statement
☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐   Definitive Proxy Statement
☒   Definitive Additional Materials
☐   Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

WESTERN ASSET VARIABLE RATE

STRATEGIC FUND INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒   No fee required.
☐   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

☐   Fee paid previously with preliminary materials.
☐   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

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         LOGO    LOGO   

May 22, 2020    

Time is Short, and Our Records Indicate You Have Not Voted Your Shares. Your Vote is Needed to Ensure that the Fund Can Continue to Operate

The Western Asset Variable Rate Strategic Fund Inc. (the “Fund”) Special Meeting of Shareholders is quickly approaching. Ahead of the meeting scheduled to be held on June 5, 2020, you are being asked to vote to approve new agreements1 between the Fund and its investment manager and subadvisers that will enable the Fund to continue to operate and deliver the returns you rely on.

Vote Today to Support the Management Team that is Committed to Enhancing Shareholder Value

Vote “FOR” the new agreements with the Fund’s investment manager and subadvisers that are building on the Fund’s proven track record of significant value creation by…

 

                    
    LOGO   

Delivering a 1-year annualized distribution2 of 6.20% as of April 30, 2020, an increase from 5.78% as of the same period in 2019

 

           LOGO   

Delivering 5-, 7- and 10-year annualized total returns2 of 3.79%, 2.35% and 4.87%, respectively, above its benchmark3 averages of 1.48%, 1.13% and 0.90% over the same time periods

 

           LOGO   

Outperforming2 Lipper Peer Group4 averages across key timeframes, including 2.06% vs. -0.75% on a 3-year basis

 

 

 

    

If these new agreements are not approved, the Fund may be forced to liquidate, which could result in serious negative implications for long-term shareholders such as a significant loss of shareholder value, the discontinuation of the Fund’s distributions and negative tax consequences. Remember, a failure to vote is the same as voting against the new agreements.

 

     
     
     
          

Protect the Value of Your Investment —

Vote the WHITE Proxy Card Today

 

   LOGO

 

      

 

 

The Fund’s Board of Directors unanimously recommends that you vote on the WHITE proxy card “FOR” the approval of the new management agreement for the Fund’s investment manager and the new subadvisory agreement for the Fund’s subadvisers to ensure shareholders receive uninterrupted value.

     

                                                                    

 

     
   LOGO     

Your Vote is Important, No Matter How Many or How Few Shares You Own

   
   

 

   
   
    You can vote by internet, telephone or by signing and dating the WHITE proxy card and mailing it in the envelope provided.    
   
   

If you have any questions about how to vote your shares or need additional assistance, please contact:

 

      
   

 

   
   
    Innisfree M&A        LOGO    Shareholders Call Toll Free: (877) 750-0625    
    Incorporated    Banks and Brokers Call: (212) 750-5833    
   
       
   

 

   
   

   LOGO

 

 

REMEMBER

 

We urge you NOT to vote using any other colored proxy card as doing so will revoke your vote on the WHITE proxy card.

 

   

 

           

 

 

Notes

 
 

1  Due to the “change of control” resulting from the pending combination of Legg Mason Inc. (“Legg Mason”), the parent company of the Fund’s investment manager and subadvisers, and Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton.

 

2  Based on market price for the period ended April 30, 2020.

 

3  The ICE BofAML USD LIBOR 3-Month Constant Maturity Index is based on the assumed purchase of a synthetic instrument having three months to maturity and with a coupon equal to the closing quote for three-month LIBOR.That issue is sold the following day (priced at a yield equal to the current day closing three-month LIBOR rate) and is rolled into a new three-month instrument. The Index, therefore, will always have a constant maturity equal to exactly three months.

 

4  The Fund’s Lipper peer group refers to the peer group of high-yield, levered closed-end funds as selected by Lipper, an independent nationally recognized provider of investment company information.

 
 

Forward Looking Statement

 

Past performance is no guarantee of future results. The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice.

 

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

 

 

                                                             
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