OFFER TO PURCHASE FOR CASH
WESTERN ASSET VARIABLE RATE STRATEGIC FUND INC.
UP TO 1,664,686 OF ITS ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE (THE "SHARES"),
AT 98% OF NET ASSET VALUE PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON MAY 24, 2010,
UNLESS THE OFFER IS EXTENDED.
THIS OFFER TO PURCHASE AND THE ACCOMPANYING LETTER OF TRANSMITTAL (WHICH, TOGETHER WITH ANY
AMENDMENTS OR SUPPLEMENTS THERETO, COLLECTIVELY CONSTITUTE THE "OFFER") ARE NOT CONDITIONED
ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT ARE SUBJECT TO OTHER CONDITIONS AS
OUTLINED HEREIN AND IN THE LETTER OF TRANSMITTAL.
NONE OF THE FUND, ITS BOARD OF DIRECTORS, LEGG MASON PARTNERS FUND ADVISOR, LLC, THE FUND'S
INVESTMENT ADVISER, OR WESTERN ASSET MANAGEMENT COMPANY, WESTERN ASSET MANAGEMENT
COMPANY LIMITED AND WESTERN ASSET MANAGEMENT COMPANY PTE. LTD., THE FUND'S SUBADVISERS,
MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT TO TENDER SHARES IN THE OFFER. NO PERSON HAS
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFER OTHER THAN THOSE CONTAINED HEREIN AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
WESTERN ASSET VARIABLE RATE STRATEGIC FUND INC. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR
OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
Any stockholder of the Fund ("Stockholder") desiring to tender any portion of his or her Shares of Common Stock to the Fund
should either (1) complete and sign the Letter of Transmittal in accordance with the instructions in the Letter of Transmittal, and
mail or deliver the Letter of Transmittal with his or her certificates for the tendered Shares if such Stockholder has been issued
physical certificates, signature guarantees for all Stockholders tendering uncertificated Shares, and any other required