Payment of Filing Fee (Check the appropriate box):

BLACKROCK VARIABLE SERIES FUNDS, INC.
BlackRock International Value V.I. Fund

55 East 52^ndStreet
New York, New York 10055
(800) 441-7762

June 23, 2011

October 3, 2018

Dear Shareholder:Contract Holder:

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Joint special meetingmeetings of shareholders of the shareholders of BlackRock International Value V.I.following funds (each, a “Fund” or an “Equity-Bond Fund, (the “Fund”” which may also be collectively referred to herein as the “Equity-Bond Complex”), a series of BlackRock Variable Series Funds, Inc. (the “Corporation”), will be held at the offices of BlackRock Advisors, LLC, 800 Scudders Mill Road, Plainsboro,1 University Square Drive, Princeton, New Jersey 08536,08540-6455, on July 22, 2011Wednesday, November 21, 2018, at 9:30 a.m. (Eastern time) (the “Meeting”), to consider and vote on the proposalproposals discussed in the enclosed joint proxy statement. As an owner of a variable annuity or variable life insurance contract (a “Contract”) investing in one or more of the series of the Funds (each, a “Portfolio”), you have the right to instruct the life insurance company that issued your Contract (“Insurance Company”) as to the manner in which the shares of a Portfolio attributable to your Contract should be voted.

BlackRock Series Fund, Inc.

BlackRock Series Fund II, Inc.

BlackRock Variable Series Funds, Inc.

BlackRock Variable Series Funds II, Inc.

The Funds and the Portfolios are set forth onAppendix A to the enclosed joint proxy statement.

You have received this letter and joint proxy statement because you were invested in a Portfolio through at least one Contract issued by an Insurance Company on September 24, 2018 (the “Record Date”). The purpose of the Meeting, as described in the enclosed joint proxy statement, is to seek shareholder approval in connection with a realignment of a proposal recently approvedthe boards of directors/trustees overseeing the mutual funds andclosed-end funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors and/or their affiliates (collectively, “BlackRock” and such funds, the Corporation’s Board“BlackRock-advised Funds”). The current boards of Directorsdirectors/trustees of the BlackRock-advised Funds (the “Board,“Existing Boards,” the members of which are referred to as “Existing Board Members”) are proposing this realignment following a comprehensive review in consultation with BlackRock.

Currently, the BlackRock-advised Funds are divided into three different complexes – the Equity-Liquidity Complex, the Equity-Bond Complex and theClosed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”) – and the same individuals comprise the boards of directors/trustees of the BlackRock-advised Funds within a Fund Complex. It is proposed that the three current boards of directors/trustees and the Fund Complexes they oversee be realigned and consolidated into two boards of directors/trustees and two Fund Complexes. Subject to shareholder approval, one board of directors/trustees (referred to in this proxy statement as “Board Members”I”) would focus on the oversight of the BlackRock-advisednon-index fixed-income mutual funds and all of the BlackRock-advisedclosed-end funds within the BlackRock Fund complex, including fixed-income mutual funds that are not designed for sale through insurance company separate accounts (collectively, the“Non-Insurance Funds”). As describedSubject to shareholder approval, the second board of directors/trustees (referred to in more detailthis proxy statement as “Board II”) would focus on the oversight of the BlackRock-advised equity, multi-asset, index and money market funds within the BlackRock Fund complex, including equity, multi-asset, index and money marketNon-Insurance Funds. Shareholders of the BlackRock-advised Funds in the enclosed proxy statement, shareholders ofEquity-Liquidity Complex (collectively, the Fund“Equity-Liquidity Funds”) and theNon-Insurance Funds in the Equity-Bond Complex are being asked to approve a changethe Board Nominees to Board I and Board II, as applicable, in separate proxy statements. Board I and Board II are referred to together as the “New Boards.”

Following the proposed realignment, certain Equity-Bond Funds (referred to in the enclosed joint proxy statement as “Group B Funds”) would be overseen by Board I, and certain Equity-Bond Funds (referred to in the enclosed joint proxy statement as “Group A Funds”) would be overseen by Board II. As explained in the enclosed joint proxy statement, shareholders of Group A Funds are being asked to elect fifteen nominees to Board II and shareholders of Group B Funds are being asked to elect eleven nominees to Board I. Such nominees (collectively, the “Board Nominees”) have been reviewed and unanimously approved by your Fund’s investment objective from “current incomeExisting Board, subject to approval by the Fund’s shareholders. The Existing Boards have reviewed the qualifications and long-term growth of income accompanied by growth of capital,” to “long-term capital growth.” Unlike the current investment objectivebackgrounds of the Fund, whichapplicable Board Nominees and believe that their election is a fundamental policyin your best interest.

Please note that separate joint proxy statements are being sent to shareholders of the Fund and may only be changed with shareholder approval,funds in the proposed amended investment objective of the Fund would be a non-fundamental policy that may be changed by the Board without shareholder approval upon 60 days’ notice to shareholders. If approved by shareholders, this change to the Fund’s investment objective will become effective on October 1, 2011. This proposal to change the investment objective of the Fund is being made in conjunction with certain other changes regarding the FundEquity-Bond Complex that are not subject to shareholder approval. As more fully discusseddesigned for sale through insurance company separate accounts (collectively, the“Non-Insurance Funds”) and the shareholders of the BlackRock-advised Funds in the enclosedEquity-Liquidity Complex (collectively, the “Equity-Liquidity Funds”), who are also being asked to vote on the election of the applicable Board Nominees to the boards of directors/trustees of theirNon-Insurance Fund and their Equity-Liquidity Fund, respectively. If you were also a shareholder of record on the Record Date of one moreNon-Insurance Funds or Equity-Liquidity Funds, you will receive a separate joint proxy statement, proxy card(s) or voting instruction form(s) for such fund(s). Please be certain to vote by telephone or via the Board recently approved a change in the name of the Fund to “BlackRock International V.I. Fund,” and certain changes to the Fund’s principal investment strategies. In addition, the Fund’s portfolio management team and the benchmark index against which the Fund measures its performance will also change. These changes will become effective on October 1, 2011 regardless of whether the proposal to change the investment objective of the Fund is approved by shareholders.

     The Board Members recommend that you vote “FOR” the proposalInternet with respect to each BlackRock-advised Fund in which you are a shareholder of record or sign, date and return each proxy card and/or voting instruction form you receive.

If elected by shareholders of the Fund.Funds at the Meeting, the Board Nominees would take office effective onJanuary 1, 2019However, before or such later date as will be communicated to shareholders if the Meeting is adjourned, postponed or delayed.

The Existing Board responsible for your Fund recommends that you vote, pleasesubmit voting instructions “FOR” the election of each of the applicable Board Nominees.In connection with your voting instructions, we urge you to read the full text of the enclosed joint proxy statement for an explanation of the proposal.statement.

Your voting instructions are important.As noted above, your Insurance Company will vote is important. Even if you planits shares held in the applicable Portfolio(s) that are attributable to attend and vote in personyour Contract at the Meeting pleasein accordance with your instructions provided on the enclosed voting instruction form(s).

We encourage you to carefully review the enclosed materials, which explain the proposals in more detail. As a Contract holder, your voting instructions are important, and we hope that you will respond today to ensure that the shares attributable to your Contract will be represented at the Meeting. Providing voting instructions is quick and easy. Everything you need is enclosed. You may provide voting instructions using one of the methods below by following the instructions on your voting instruction form(s):

If you do not provide voting instructions using one of these methods, you may be called by Computershare Fund Services (“Computershare”), the Funds’ proxy solicitor, to provide voting instructions.

Please promptly follow the enclosed instructions to submit voting instructions by telephone or overvia the Internet. Alternatively, you may submit voting instructions by completing, signing and dating the proxy cardeach voting instruction form you receive, if received by mail, and returning it (them) in the accompanying postage-paid return envelope.

Providing voting instructions immediately will help minimize additional solicitation expenses and prevents the need to call you to solicit your participation in the vote process.

If you have any questions about the proposalproposals to be voted on, please call Computershare toll-free at1-866-200-9096.

Sincerely,

Benjamin Archibald

Secretary of the Fund’s proxy solicitor, Broadridge Financial Solutions, Inc., at 1-877-826-0878.Funds

40 East 52nd Street, New York, New York 10022

IMPORTANT NEWS
FOR FUND SHAREHOLDERSINFORMATION

While we encourage you to read the full text of the enclosed joint proxy statement, for BlackRock International Value V.I. Fund (the “Fund”), a series of BlackRock Variable Series Funds, Inc. (the “Corporation”), for your convenience we have provided a brief overview in a Questions and Answers format, of the proposalmatters to be voted on.

Questions and Answers

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A vote in favor of the proposal also constitutes a vote in favor of making the Fund’s investment objective a non-fundamental policy of the Fund. As a non-fundamental policy of the Fund, any changes to the amended investment objective may be made by the Board without shareholder approval upon 60 days’ notice to shareholders. The Fund’s current investment objective is a fundamental policy of the Fund, which means that any changes to the Fund’s current investment objective are subject to shareholder approval. Changing the Fund’s investment objective to a non-fundamental policy of the Fund would give the Board more flexibility to make appropriate changes to the Fund’s investment objective in a timely manner without having to incur the cost of soliciting and obtaining shareholder approval.

Shareholders are being asked to approve a change in the investment objective of the Fund in conjunction with certain other changes regarding the Fund that are not subject to shareholder approval and that will become effective on October 1, 2011. In particular, the Board recently approved a change in the name of the Fund to “BlackRock International V.I. Fund,” and certain changes to the Fund’s principal investment strategies. More specifically, effective October 1, 2011 (i) the Fund will no longer be required to invest at least 80% of its assets in stocks that pay dividends; (ii) the Fund’s investments will focus on medium and large cap companies; (iii) the Fund will invest in no less than three foreign countries (down from 10); and (iv) the Fund may invest up to 25% of its assets in global fixed income securities. In addition, the Fund’s current portfolio management team with primary responsibility for the day-to-day management of the Fund, Robert Weatherson and Brian Hall, will be changed to Richard Turnill, James Bristow and Gareth Williams. The benchmark index against which the Fund measures its performance will change from the MSCI EAFE Index to the MSCI All Country World Index Ex-U.S. These changes will become effective on October 1, 2011 regardless of whether the proposal to change the investment objective of the Fund is approved by shareholders. The Board and BlackRock Advisors, LLC (“BlackRock”), the Fund’s investment adviser, believe that it is appropriate to change the Fund’s investment objective in order to better align it with the new investment strategies that the Fund’s new portfolio management team expects to implement effective October 1, 2011 and provide greater flexibility for investments in non-dividend paying stock similar to the flexibility provided to comparable funds on the BlackRock platform.

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• By Mail: You may vote by completing the enclosed proxy card by dating, signing and returning it in the postage paid envelope. Please note that if you sign and date the proxy card but give nosubmit voting instructionsnow. Your voting instructions are important.

  Please help us avoid adjournments, solicitation phone calls requesting your shares willvoting instructions, wasteful expenses and additional mailings by promptly submitting voting instructions.No matter how large or small the holdings attributable to your Contract may be, voted “FOR” the proposal described above.

• By Telephone: You may vote by telephone by calling the number on your proxy card. To vote in this manner, you will need the “control” number that appears on your proxy card.

• Via the Internet: You may vote via the Internet by accessing the website address printed on the enclosed proxy card. To vote in this manner, you will need the “control” number that appears on your proxy card.

• In Person: Attend the Meeting and vote as described in the proxy statement.

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Wewe urge you to indicate your voting instructions on the proxy card, if received by mail,enclosed voting instruction form(s), and date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet, no matterInternet. If you submit a properly executed voting instruction form(s) but do not indicate how large or small your holdings may be. If youryou wish the shares are held through a broker, you must provide voting instructionsattributable to your broker about howContract to vote yourbe voted, such shares in order for your brokerwill be voted “FOR” the election of the Board Nominees to vote your shares as you instruct at the Meeting.Board of the applicable Fund.

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BLACKROCK VARIABLE SERIES FUNDS, INC.
BlackRock International Value V.I. Fund

55 East 52^ndStreet
New York, New York 10055
(800) 441-7762iv

NOTICE OF AJOINT SPECIAL MEETINGMEETINGS OF SHAREHOLDERS
To Be Held on July 22, 2011

TO BE HELD ON NOVEMBER 21, 2018

To the Shareholders:

 NOTICE IS HEREBY GIVEN that a

Joint special meetingmeetings of the shareholders of the funds advised by BlackRock International Value V.I. Fund (theAdvisors, LLC set forth below (each, a “Fund” or an “Equity-Bond Fund”), a series of BlackRock Variable Series Funds, Inc. (the “Corporation”), will be held at the offices of BlackRock Advisors, LLC, 800 Scudders Mill Road, Plainsboro,1 University Square Drive, Princeton, New Jersey 08536,08540-6455, on Friday, July 22, 2011Wednesday, November 21, 2018, at 9:30 a.m. (Eastern time) (the “Meeting”), forto consider and vote on the following purpose:

PROPOSAL 1. To approve a change, effective October 1, 2011,proposals set forth below, as more fully described in the investment objectiveaccompanying joint proxy statement. Each Fund is categorized in the accompanying joint proxy statement as a “Group A Fund” or a “Group B Fund” for purposes of electing the applicable Board Nominees (defined below) in Proposal 1(a) or Proposal 1(b).

The purpose of the Fund andMeeting is to make the investment objective a non-fundamental policyseek shareholder approval of the Board nominees named in the joint proxy statement (the “Board Nominees” or “Nominees”) to the boards of directors of the Funds (collectively, the “Boards”). Shareholders of Funds identified in the attached table as Group A Funds will vote on the proposal to elect the fifteen Board II Nominees, and shareholders of Funds identified in the attached table as Group B Funds will vote on the proposal to elect the eleven Board I Nominees.

Each current board of directors of the Funds (each, an “Existing Board”) has reviewed and unanimously approved the fifteen Board II Nominees or the eleven Board I Nominees, as applicable, with respect to each Fund overseen by such Existing Board, subject to approval by the Fund’s shareholders. The Existing Boards have reviewed the qualifications and backgrounds of the respective Board Nominees and believe that may be changed bythe respective Board Nominees possess the requisite experience in overseeing investment companies and that their election is in your best interest.

The Board of your Fund(s) unanimously recommends that you vote, or provide voting instructions, “FOR” the election of each Board Nominee to the Board of Directors without shareholder approval upon 60 days’ notice to shareholders.your Fund(s).

 The Board

Shareholders of Directorsrecord of the Corporation has fixeda Fund as of the close of business on May 27, 2011 as the record date for the determination of shareholdersSeptember 24, 2018 (the “Record Date”) are entitled to notice of and to vote at the Fund’s Meeting and at any adjournments, postponements or any adjournment or postponementdelays thereof.

 You

Separate accounts of life insurance companies (“Insurance Companies”) are cordially invitedthe only shareholders of the Funds. The separate accounts serve as investment options for variable annuity and variable life insurance contracts (“Contracts”) issued by the Insurance Companies. Each holder of a Contract with respect to attenda Fund is entitled to instruct the Meeting.Shareholders who do not expectapplicable Insurance Company on how to attendvote the Meetingshares attributable to the Contract.

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If shares in person are requestedmore than one series of a Fund (each such series, a “Portfolio”) were attributable to complete, date and signa Contract as of the enclosed proxy card and return it promptly inRecord Date, the envelope provided for this purpose. You also have the opportunity toContract holder may receive more than one voting instruction form. Each Contract holder should provide voting instructions viaby telephone or via the Internet. The Fund encourages shareholdersInternet with respect to take advantage of theseeach Portfolio attributable to their Contract or sign, date and return each voting options.Theinstruction form received in the enclosed proxy is being solicited on behalf of the Board of Directors of the Corporation.postage-paid return envelope.

If you have any questions regardingabout the enclosedproposals to be voted on, please call Computershare, the firm assisting us in the solicitation and tabulation of proxies, toll-free at1-866-200-9096.

By Order of the Boards,

Benjamin Archibald

Secretary of the Funds

40 East 52nd Street, New York, New York 10022

October 3, 2018

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Equity-Bond Funds

Holding Joint Special Meetings of Shareholders on November 21, 2018¹

Group A Funds (Equity, Multi-Asset, Index and Money Market Funds) to Elect Nominees of Board II

BlackRock Series Fund, Inc.

BlackRock Advantage Large Cap Core Portfolio

BlackRock Balanced Capital Portfolio

BlackRock Capital Appreciation Portfolio

BlackRock Global Allocation Portfolio

BlackRock Government Money Market Portfolio

BlackRock Variable Series Funds, Inc.

BlackRock Advantage Large Cap Core V.I. Fund

BlackRock Advantage Large Cap Value V.I. Fund

BlackRock Advantage U.S. Total Market V.I. Fund

BlackRock Basic Value V.I. Fund

BlackRock Capital Appreciation V.I. Fund

BlackRock Equity Dividend V.I. Fund

BlackRock Global Allocation V.I. Fund

BlackRock Government Money Market V.I. Fund

BlackRock International V.I. Fund

BlackRock iShares^® Dynamic Allocation V.I. Fund

BlackRock Large Cap Focus Growth V.I. Fund

BlackRock Managed Volatility V.I. Fund

BlackRock S&P 500 Index V.I. Fund

Group B Funds(Non-Index Fixed-Income Funds) to Elect Nominees of Board I

BlackRock Series Fund II, Inc.

BlackRock High Yield Portfolio

BlackRock U.S. Government Bond Portfolio

BlackRock Variable Series Funds II, Inc.

BlackRock High Yield V.I. Fund

BlackRock Total Return V.I. Fund

BlackRock U.S. Government Bond V.I. Fund

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Table of Contents

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BLACKROCK EQUITY-BOND FUNDS

100 Bellevue Parkway

Wilmington, Delaware 19809

(800)441-7762

JOINT SPECIAL MEETINGS OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 21, 2018

JOINT PROXY STATEMENT

This joint proxy materialstatement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the boards of directors (each, a “Board” or need assistancean “Existing Board” and the members of which are referred to as “Board Members” or “Existing Board Members”) of each of the registrants advised by BlackRock (defined below) listed in voting your shares, please contact our proxy solicitor, Broadridge Financial Solutions, Inc.Appendix A to this Proxy Statement (each, a “Fund” or an “Equity-Bond Fund,” which may also be collectively referred to herein as the “Equity-Bond Complex”) for the election of directors. Each Fund is categorized in this Proxy Statement as a “Group A Fund” or a “Group B Fund” for purposes of electing the applicable Board Nominees (as defined below) in Proposal 1(a) or Proposal 1(b). The proxies will be voted at 1-877-826-0878.the joint special meetings of shareholders of the Funds (the “Meeting”) and at any and all adjournments, postponements or delays thereof. The Meeting will take place at the offices of BlackRock Advisors, LLC (“BlackRock”), 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 9:30 a.m. (Eastern time). The Meeting will be held for the purpose of electing fifteen nominees to the Board of each Group A Fund and eleven nominees to the Board of each Group B Fund (collectively, the “Board Nominees”).

The Board of each Fund has determined that the use of this Proxy Statement for the Meeting is in the best interests of such Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Shareholders will receive either a copy of this Proxy Statement and the accompanying proxy materials, which are expected to be mailed on or about October 9, 2018, or an Important Notice Regarding the Availability of Proxy Materials for the Joint Special MeetingMeetings of Shareholders to Be Heldbe held on July 22, 2011:This NoticeNovember 21, 2018 (the “Notice of Special MeetingInternet Availability of Shareholders, the Proxy Statement and the proxy cards are available on the Internet at www.proxyweb.com. On this website, you will be able to access the Notice of Special Meeting of Shareholders, the Proxy Statement, the proxy cards and any amendments or supplements to the foregoing material that are requiredMaterials”), which is expected to be furnished to shareholders.

June 23, 2011

BLACKROCK VARIABLE SERIES FUNDS, INC.
BlackRock International Value V.I. Fund

55 East 52^ndStreet
New York, New York 10055
(800) 441-7762

SPECIAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

     This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors (the “Board,” the members of which are referred to as “Board Members”) of proxies to be voted at a meeting of shareholders (the “Meeting”) of BlackRock International Value V.I. Fund (the “Fund”), a series of BlackRock Variable Series Funds, Inc. (the “Corporation”) to be held at the offices of BlackRock Advisors, LLC, 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on July 22, 2011 at 9:30 a.m. (Eastern time), and at any and all adjournments or postponements thereof. The Meeting will be held for the purposes set forth in the accompanying Notice. This Proxy Statement and the accompanying materials are being mailed to shareholders on or about June 23, 2011.October 10, 2018.

 The Corporation

Each Fund is organized as a Maryland corporation (each, a “Maryland Corporation”). The Funds have been structured as series Funds, and isthe separate series of the Funds are referred to herein as “Portfolios”. References to shareholders of a registered investment company under the Investment Company Actseries Fund include shareholders of 1940 (the “1940 Act”).all Portfolios of that Fund.

On September 17, 2018, certain newly-formed Portfolios (collectively, the “New Portfolios”) acquired all of the assets, subject to the liabilities, of corresponding funds that were within the Equity-Bond Complex (collectively, the “Predecessor Portfolios”) intax-free reorganizations (collectively, the “Reorganizations”). Each New Portfolio has the same investment objectives, strategies and policies, portfolio management team and contractual arrangements, including the same contractual fees and expenses, as the corresponding Predecessor Portfolio. As a result of the applicable Reorganization, each New Portfolio adopted the performance and financial history of the corresponding Predecessor Portfolio. Accordingly, certain information relating to each New Portfolio included in this Proxy Statement is that of the corresponding Predecessor Portfolio.

Each Fund’s fiscal year end can be found onAppendix E.

Shareholders of record of thea Fund as of the close of business on May 27, 2011September 24, 2018 (the “Record Date”) are entitled to attendnotice of and to vote at the Fund’s Meeting.Meeting and any and all adjournments, postponements or delays thereof. Shareholders of the FundFunds on the Record Date are entitled to one vote for each share held, and each fractional share is entitled to a proportionate fractional vote,the voting rights set forth onAppendix A, with no shares having cumulative voting rights. The quorum and vote requirementvoting requirements for theProposals 1(a) and 1(b), as applicable, for each Fund are set forth under “Vote Required and Manner of Voting Proxies.”

     The number of shares of the Fund outstanding as of the close of business on the Record Date and the net assets of the Fund as of that date are shown below.

     Except asalso set forth inAppendix A, to the knowledge. For each Fund, a quorum of the shareholders of such Fund as a whole, inclusive of the Record Date, no person was the beneficial ownershareholders of five percent or moreeach Portfolio of a class of the Fund’s outstanding shares.

     Even if you plansuch Fund, is required in order to attend the Meeting, please sign, date and return the enclosed proxy card, or if you provide voting instructions by telephone or over the Internet, please vote on the proposal affecting the Fund. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card. This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.

    ��All properly executed proxies received prior to the Meeting will be votedtake any action at the Meeting. On any matter coming before the Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares

Photographic identification will be required for admission to the Meeting.that particular Fund.

 The Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the Fund at 55 East 52^ndStreet, New York, New York 10055 or by calling toll free at 1-800-441-7762. Copies of annual and semi-annual reports of the Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.

     Please note that only one annual or semi-annual report or Proxy Statement may be delivered to two or more shareholders of the Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Proxy Statement, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the Fund at the address and phone number set forth above.

PROPOSAL 1 — TO CHANGE THE INVESTMENT OBJECTIVE OF THE FUND

     The prospectus of the Fund states that the investment objective of the Fund is to provide shareholders with current income and long-term growth of income accompanied by growth of capital. This investment objective is currently fundamental, which means that it may not be changed without shareholder approval.

     The Board is proposing that the Fund amend, effective October 1, 2011, its investment objective from the objective as stated above to “long-term capital growth,” and change its investment objective to a non-fundamental policy that may be changed by the Board without shareholder approval upon 60 days’ notice to shareholders.

     A vote in favor of the proposal also constitutes a vote in favor of making the Fund’s investment objective a non-fundamental policy of the Fund. As a non-fundamental policy of the Fund, any changes to the amended investment objective may be made by the Board without shareholder approval upon 60 days’ notice to shareholders. The Fund’s current investment objective is a fundamental policy of the Fund, which means that any changes to the Fund’s current investment objective are subject to shareholder approval. Changing the Fund’s investment objective to a non-fundamental policy of the Fund would give the Board more flexibility to make appropriate changes to the Fund’s investment objective in a timely manner without having to incur the cost of soliciting and obtaining shareholder approval.

     Shareholders are being asked to approve a change in the investment objective of the Fund in conjunction with certain other changes regarding the Fund that are not subject to shareholder approval and that will become effective on October 1, 2011. In particular, the Board recently approved a change in the name of the Fund to “BlackRock International V.I.  Fund,” and certain changes to the Fund’s principal investment strategies. More specifically, effective October 1, 2011 (i) the Fund will no longer be required to invest at least 80% of its assets in stocks that pay dividends; (ii) the Fund’s investments will focus on medium and large cap companies; (iii) the Fund will invest in no less than three foreign countries (down from 10); and (iv) the Fund may invest up to 25% of its assets in global fixed income securities. In addition, the Fund’s current portfolio management team with primary responsibility for the day-to-day management of the Fund, Robert Weatherson and Brian Hall, will be changed to Richard Turnill, James Bristow and Gareth Williams. The benchmark index against which the Fund measures its performance will change from the MSCI EAFE Index to the MSCI All Country World Index Ex-U.S. These changes will become effective on October 1, 2011 regardless of whether the proposal to change the investment objective of the Fund is approved by shareholders. The Board and BlackRock Advisors, LLC (“BlackRock”), the Fund’s investment adviser, believe that it is appropriate to change the Fund’s investment objective in order to better align it with the new investment strategies that the Fund’s new portfolio management team expects to implement effective October 1, 2011 and provide greater flexibility for investments in non-dividend paying stock similar to the flexibility provided to comparable funds on the BlackRock platform.

     A summary of the specific changes to the Fund’s name, principal strategies (and the related changes in risks that correspond to these strategy changes), the Fund’s portfolio management team and the Fund’s benchmark index are highlighted in the following table:

     If the proposed change in the investment objective of the Fund is approved by shareholders at the Meeting, effective October 1, 2011, the prospectus and statement of additional information of the Fund will be revised, as appropriate, to reflect this change to the investment objective (which includes changing the objective from fundamental to non-fundamental).

     In the event that the proposal is not approved by the shareholders of the Fund, the Fund’s investment objective will not change and the Fund will continue to be managed in accordance with its current stated investment objective. However, the changes discussed above to the Fund’s name, principal strategies (including the related changes in risks that correspond to these strategy changes), the Fund’s portfolio management team and the Fund’s benchmark index will become effective on October 1, 2011 regardless of whether the proposal to change the Fund’s investment is approved by shareholders. These changes are not incompatible with the Fund’s current investment objective, and thus the Fund’s new portfolio management team would be able to implement the new investment strategies consistent with the flexibility permitted by the Fund’s current investment objective. However, Fund management believes that the proposed change to the Fund’s investment objective would allow the new portfolio management team greater flexibility for investments in non-dividend paying stock similar to the flexibility provided to comparable funds on the BlackRock platform.

     A Supplement to the Fund’s prospectus, dated June 6, 2011, has been filed with the Securities and Exchange Commission (the “SEC”) and will be mailed to all shareholders of record as of June 6, 2011. This Supplement, which includes further details regarding all of the changes to the Fund discussed above that will become effective on October 1, 2011, including a discussion of any additional risk factors, may be obtained free of charge by calling (800) 441-7762.

The Board recommends that the shareholders of the Fund vote FOR the proposed change in the investment objective.

VOTE REQUIRED AND MANNER OF VOTING PROXIES

     A quorum of shareholders of the Fund is required to take action at the Meeting. For the Fund, a quorum consists of a majority of the shares of the Fund entitled to vote at the Meeting, present in person or by proxy.

     Votes cast by proxy or in person at the Meeting will be tabulated by the inspectors of election appointed for the Meeting. The inspectors of election, who may be employees of BlackRock, will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.

     Broker-dealer firms holding shares of the Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the proposal before the Meeting. Broker-dealer firms will not be permitted voting authority with respect to which no instructions have been received in connection with the proposal. Beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of the proposal.

Shares of theeach Fund are sold to separate accounts established by certain insurance companies (each, a “Participating Insurancean “Insurance Company,” and collectively, the “Participating Insurance“Insurance Companies”) to fund variable annuity contracts and variable life insurance contracts.contracts (collectively, “Contracts”). The rights accompanying shares of theeach Fund are legally vested in the variable annuity contracts and variable life insurance contractsContracts offered by the separate accounts of Participatingthe Insurance Companies. However, in accordance with current law and interpretations thereof, Participatingthe Insurance Companies will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the holders of variable annuity contracts and variable life insurance contracts.Contract holders. A signed voting instruction form or other authorization by a holder that does not specify how the shares attributable to a Contract holder’s sharesContract should be voted on thea proposal will be deemed an instruction to vote such shares in favor of the proposal. Those persons who have a voting interest at the close of business as of the Record Date will be entitled to submit instructions to their Participating Insurance Company. Each Participating Insurance Company will vote shares of thea Fund held in separate accounts for which no timely instructions are received from the holders of variable annuity contracts and variable life insurance contracts,Contracts, as well as shares it owns, in the same proportion as those shares for which such insurance companyInsurance Company receives voting instructions. As a result, if only a small number of shareholdersContract holders vote, this small number of shareholdersContract holders may affect the outcome of the vote. For

This Proxy Statement is used to solicit voting instructions from Contract holders as well as to solicit proxies from the Insurance Companies, the actual shareholders of each Fund. All persons entitled to direct the voting of shares, whether or not they are shareholders, are described as “voting” or “owning” or “holding” shares for purposes of this proxy statement, the term “shareholder” (when usedProxy Statement, as applicable. References to “shareholders” or “you” throughout this Proxy Statement refer to shareholders and Contract holders, as appropriate.

The number of outstanding shares of each class of each Fund and Portfolio as of the close of business on the Record Date are shown inAppendix B. To the knowledge of each Fund, as of the Record Date, no person was the beneficial holderowner of ownership interestsmore than five percent of a class of the outstanding shares of the Fund or of a Portfolio of the Fund, except as set forth inAppendix G.

The Portfolio in which you owned shares on the Record Date is named on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If you owned shares in more than one Portfolio on the Record Date, you may receive more than one proxy card or voting instruction form. Even if you plan to attend the Meeting, please indicate your voting instructions, sign, date and returnEACH proxy card and/or voting instruction form you receive or, if you provide voting instructions by telephone or via the Internet, please vote on the proposals affectingEACHPortfolio you own. If you vote by telephone or via the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s), voting instruction form(s) or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access into the voting website and confirm that your voting instructions are properly recorded.

All properly executed proxies received prior to the Meeting will be voted at the Meeting and any and all adjournments, postponements or delays thereof. On any matter coming before the Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a proxy card or voting instruction form is properly executed and returned and no choice is specified with respect to a proposal, the shares will be voted“FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or via the Internet may revoke them with respect to one or more proposals at any time before a vote is taken on such proposal(s) by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the New York address provided herein), by delivering a duly executed proxy bearing a later date, or by attending the Meeting and voting in person by ballot, in all cases prior to the exercise of the authority granted in the Fund) shall also be deemed to include holders of variable annuity contracts and variable life insurance contracts.

     Asproxy card or voting instruction form. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a variable annuity contractbank, broker, financial intermediary or other nominee, please consult your bank, broker, financial intermediary or other nominee regarding your ability to revoke voting instructions after such instructions have been provided.

If you are a registered shareholder of a Fund and plan to attend the Meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport. If you are a beneficial shareholder of a Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee) and plan to attend the Meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport, and satisfactory proof of ownership of shares in a Fund, such as your proxy card, voting instruction form (or a copy thereof) or a variable life insurance contract, andletter from your bank, broker, financial intermediary or other nominee or broker’s statement indicating ownership as of the Record Date. Also, if you are a beneficial shareholder of a Fund, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your bank, broker, financial intermediary or other nominee and present it at the Meeting. Even if you plan to attend the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card and voting instruction form you receive, and returning it in the accompanying postage-paid return envelope.

Copies of each Fund’s most recent annual report and semi-annual report can be obtained on a website maintained by BlackRock, Inc. atwww.blackrock.com. In addition, each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the applicable Fund at 100 Bellevue Parkway, Wilmington, Delaware 19809, or by calling toll-free at1-800-441-7762. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the U.S. Securities and Exchange Commission’s website atwww.sec.gov.

Please note that only one annual or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials, or for instructions on how to request a separate copy of these documents or how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the Delaware address or phone number set forth above.

SUMMARY OF PROPOSALS AND FUNDS VOTING

The following table lists each proposal described in this Proxy Statement and identifies shareholders entitled to vote on each proposal.

Group A Funds^1,2 (Equity, Multi-Asset, Index and Money Market Funds) to Elect Nominees of Board II

BlackRock Series Fund, Inc.

BlackRock Advantage Large Cap Core Portfolio

BlackRock Balanced Capital Portfolio

BlackRock Capital Appreciation Portfolio

BlackRock Global Allocation Portfolio

BlackRock Government Money Market Portfolio

BlackRock Variable Series Funds, Inc.

BlackRock Advantage Large Cap Core V.I. Fund

BlackRock Advantage Large Cap Value V.I. Fund

BlackRock Advantage U.S. Total Market V.I. Fund

BlackRock Basic Value V.I. Fund

BlackRock Capital Appreciation V.I. Fund

BlackRock Equity Dividend V.I. Fund

BlackRock Global Allocation V.I. Fund

BlackRock Government Money Market V.I. Fund

BlackRock International V.I. Fund

BlackRock iShares^® Dynamic Allocation V.I. Fund

BlackRock Large Cap Focus Growth V.I. Fund

BlackRock Managed Volatility V.I. Fund

BlackRock S&P 500 Index V.I. Fund

Group B Funds^1,2(Non-Index Fixed-Income Funds) to Elect Nominees of Board I

BlackRock Series Fund II, Inc.

BlackRock High Yield Portfolio

BlackRock U.S. Government Bond Portfolio

BlackRock Variable Series Funds II, Inc.

BlackRock High Yield V.I. Fund

BlackRock Total Return V.I. Fund

BlackRock U.S. Government Bond V.I. Fund

PLEASE VOTENOW. YOUR VOTE IS IMPORTANT.

PROPOSALS 1(a) AND 1(b)—ELECTION OF BOARD NOMINEES

The purpose of Proposal 1(a) is to elect fifteen Board Nominees to the Board of each Group A Fund (Board II).

The purpose of Proposal 1(b) is to elect eleven Board Nominees to the Board of each Group B Fund (Board I).

A list of the Group A Funds and Group B Funds appears on page 4 of this Proxy Statement.

The election of the Board Nominees is being proposed as part of a larger initiative to realign and consolidate the Boards overseeing the mutual funds andclosed-end funds advised by BlackRock (collectively, the “BlackRock-advised Funds”). That initiative is described in more detail below.

If elected by shareholders of the Funds at the Meeting, the Board Nominees would take office effective onJanuary 1, 2019 or such later date as will be communicated to shareholders if the Meeting is adjourned, postponed or delayed.

Explanation of Board Realignment and Consolidation

Currently, the BlackRock-advised Funds are divided into three different complexes—the Equity-Liquidity Complex, the Equity-Bond Complex and theClosed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”)—and the same individuals comprise the boards of directors/trustees of the BlackRock-advised Funds within a Fund Complex. It is proposed that the three current boards of directors/trustees and the Fund Complexes they oversee be realigned and consolidated into two boards of directors/trustees and two Fund Complexes. Subject to shareholder approval, one board of directors/trustees (referred to in this Proxy Statement as “Board I”) would focus on the oversight of the BlackRock-advisednon-index fixed-income mutual funds and all of the BlackRock-advisedclosed-end funds within the BlackRock Fund complex, including fixed-income mutual funds that not give specific voting instructionsare designed for sale through insurance company separate accounts (collectively, the“Non-Insurance Funds”). Subject to shareholder approval, the second board of directors/trustees (referred to in this Proxy Statement as “Board II”) would focus on the oversight of the BlackRock-advised equity, multi-asset, index and money market funds within the BlackRock Fund complex, including equity, multi-asset, index and money marketNon-Insurance Funds. Shareholders of the Equity-Liquidity Funds and theNon-Insurance Funds in the Equity-Bond Complex are being asked to approve the Board Nominees to Board I and Board II, as applicable, in separate proxy statements.

Board I is expected to be comprised of all of the current directors/trustees who currently serve on the boards of directors/trustees of the BlackRock-advised Funds in theClosed-End Complex (collectively, the“Closed-End Funds”), plus an additional director/trustee who currently serves on the boards of directors/trustees of the Equity-Bond Funds (collectively, the “Equity-Bond Board”). Board II is expected to be comprised of directors/trustees who currently serve on the Equity-Bond Board and directors/trustees who currently serve on the boards of directors/trustees of the Equity-Liquidity Funds (collectively, the “Equity-Liquidity Board”), other than (i) the members of the Equity-Bond Board and the Equity-Liquidity Board who are scheduled to retire at the end of 2018, (ii) the current member of the Equity-Bond Board who has been nominated to serve on Board I and (iii) two current members of the Equity-Liquidity Board who are expected to serve as consultants to the Independent Board Members (as defined below) of each Group A Fund following the realignment and consolidation. As discussed below, this realignment and consolidation is

expected to enable each of Board I and Board II to focus attention on issues of particular relevance to the types of funds that they oversee and to streamline and enhance the effectiveness of board oversight of the applicable Fund Complex.

Reasons for Board Realignment and Consolidation

At meetings held in July 2018, the Equity-Bond Board and the Equity-Liquidity Board each determined that the board realignment and consolidation could provide benefits to shareholders of the Equity-Bond Funds and the Equity-Liquidity Funds, respectively. Each Board has reviewed the qualifications and backgrounds of the Board Nominees and believes that they are experienced in overseeing investment companies and are familiar with the BlackRock Fund complex and BlackRock. In addition, Board Members have had the opportunity to meet with their counterparts on other boards of directors/trustees in the BlackRock Fund complex. In particular, the Board Members considered:

The Equity-Bond Board has concluded that the Board Nominees to Board II have the requisite capacity and expertise to oversee all of the Group A Funds and recommends that shareholders of the Group A Funds vote for Proposal 1(a), and has concluded that the Board Nominees to Board I have the requisite capacity and expertise to oversee all of the Group B Funds and recommends that shareholders of the Group B Funds vote for Proposal 1(b).

The Proposals described in this Proxy Statement were considered and approved unanimously by the Existing Board Members who were present at the July Meetings. You are being asked to elect the Board Nominees to serve as the Board of your shares, they mayFund(s). Each Board I Nominee has consented to serve on the Boards of the Group B Funds if elected by shareholders. Each Board II Nominee has consented to serve on the Boards of the Group A Funds if elected by shareholders. If, however, before the election, a Nominee is unable to serve or for good cause will not be voted at all or, as described above, theyserve, proxies may be voted for a replacement Board Nominee, if any, designated by the current Board Members of your Fund.

The nominations of the Board Nominees have been approved by the Existing Board Members. Information about the Board Nominees for your Fund’s Board is set forth below.

Nominees for Each Fund Board

The Board of each Equity-Bond Fund currently consists of eleven Board Members, nine of whom are not “interested persons” (as defined in the Investment Company Act) (the “Independent Board Members”) of the Funds.

The Board recommends, with respect to each of the Group A Funds, a vote“FOR” the election of each of Bruce R. Bond, Susan J. Carter, Collette Chilton, Neil A. Cotty, Robert Fairbairn, Lena G. Goldberg, Robert M. Hernandez, Henry R. Keizer, Cynthia A. Montgomery, Donald C. Opatrny, John M. Perlowski, Joseph P. Platt, Mark Stalnecker, Kenneth L. Urish and Claire A. Walton (the “Board II Nominees”). Two current members of the boards of directors/trustees of the Equity-Liquidity Funds, Robert C. Robb, Jr. and Frederick W. Winter, are expected to serve as consultants to the Independent Board Members of each Group A Fund through the end of the calendar year in which they turn 75 years old.

The Board recommends, with respect to each of the Group B Funds, a vote“FOR” the election of each of Michael J. Castellano, Richard E. Cavanagh, Cynthia L. Egan, Frank J. Fabozzi, Robert Fairbairn, Henry Gabbay, R. Glenn Hubbard, W. Carl Kester, Catherine A. Lynch, John M. Perlowski and Karen P. Robards (the “Board I Nominees”). Each Board I Nominee other than Henry Gabbay currently serves as a director/trustee of theClosed-End Funds. Each director/trustee of theClosed-End Funds is elected each year (or every three years, in the case ofClosed-End Funds with three classes of directors/trustees) by the shareholders of theClosed-End Funds. Henry Gabbay currently serves as an Independent Board Member of each Fund. Henry Gabbay served as a director/trustee of theClosed-End Funds from 2007 through 2014.

All of the Board Nominees, other than John M. Perlowski and Robert Fairbairn, are not “interested persons” of the Funds (the “Independent Board Nominees”). Robert Fairbairn and John M. Perlowski each currently serves as a Board Member of each Fund, as well as a director/trustee of theClosed-End Funds and the Equity-Liquidity Funds, and is considered an “interested person” of the Funds because of his affiliation with BlackRock, Inc. and its affiliates. Each Board Nominee elected at the Meeting will serve until his or her successor is elected or until his or her earlier death, resignation, retirement or removal.

The Board Nominees were unanimously recommended by the Independent Board Members of each Fund.

To vote for the Board Nominees, please vote by telephone or via the Internet, as described in the proxy card or voting instruction form, or date and sign the enclosed proxy card(s) and/or voting instruction form(s) and return the proxy card(s) and/or voting instruction form(s) promptly in the enclosed postage-paid envelope. If you owned shares in more than one Fund or Portfolio thereof as of the Record Date, you may receive more than one proxy card or voting instruction form. Each of the Board Nominees has consented to being named in this Proxy Statement and to serve as a Board Member if elected.

Board Members’/Board Nominees’ Biographical Information. Please refer to the below tables, which identify the Board Members and Board Nominees, set forth certain biographical information about the Board Members and Board Nominees and discuss some of the experiences, qualifications and skills of the Board Nominees, for all of the Funds. Each Board Nominee was nominated by the Governance and Nominating Committee (the “Governance Committee”) of the Existing Board of each respective Fund.

Subject to the Funds’ shareholders electing the applicable Board Nominees, it is anticipated that following the Board realignment and consolidation, Mark Stalnecker, the current Chair Elect of the boards of directors/trustees of the Equity-Liquidity Funds, will serve as the Chair of the Boards of the Group A Funds. The boards of directors/trustees of theClosed-End Funds plan to adopt a board leadership transition that will go into effect in 2019. It is anticipated that in connection with such transition, Richard E. Cavanagh and Karen P. Robards, the current Chair and Vice Chair, respectively, of the boards of directors/trustees of theClosed-End Funds, will serve asCo-Chairs of the Boards of the Group B Funds.

The Governance Committee of the Board of each Fund has adopted a statement of policy that describes the experiences, qualifications, skills and attributes that are necessary and desirable for potential Independent Board Member candidates (the “Statement of Policy”). The Boards of the Funds believe that each Independent Board Member of the Funds satisfied, at the time he or she was initially elected or appointed a Board Member, and continues to satisfy, the standards contemplated by the Statement of Policy. Furthermore, in determining that a particular Board Member was and continues to be qualified to serve as a Board Member, the Boards have considered a variety of criteria, none of which, in isolation, was controlling. The Boards also believe that each Independent Board Nominee that is not a current Board Member satisfies the standards contemplated by the Statement of Policy. The Boards believe that, collectively, the Independent Board Members/Nominees have balanced and diverse experiences, skills, attributes and qualifications, which allow the Boards to operate effectively in governing the Funds and protecting the interests of shareholders. Among the attributes common to all Independent Board Members/Nominees is their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Funds’ investment adviser,sub-advisers, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Board Members.

Each Board believes that each Board Member’s/Nominee’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a Board Member of the Funds or director/trustee of other BlackRock-advised Funds (and any predecessor funds), other investment funds, public companies, ornot-for-profit entities or other organizations; ongoing commitment and participation in board and committee meetings, as well as their leadership of standing and other committees throughout the years; or other relevant life experiences.

Board II Nominees (Group A Funds)

Certain biographical and other information relating to the Board II Nominees is set forth below.

		Current Position(s) Held with Funds (Length of Service)3		Principal Occupation(s) During Past Five Years		Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”)				Public Company and Other Investment Company Directorships Held During Past Five  Years
Name and Year of Birth1, 2						Overseen		To be Overseen4
Susan J. Carter 1956		Nominee		Director, Pacific Pension Institute from 2014 to 2018; Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business since 1997; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Trustee, Financial Accounting Foundation since 2017; Practitioner Advisory Board Member, Private Capital Research Institute (PCRI) since 2017.		28 RICs consisting of 141 Portfolios		44 RICs consisting of 195 Portfolios		None
Collette Chilton 1958		Nominee		Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006.		28 RICs consisting of 141 Portfolios		44 RICs consisting of 195 Portfolios		None
Neil A. Cotty 1954		Nominee		Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.		28 RICs consisting of 141 Portfolios		44 RICs consisting of 195 Portfolios		None

		Current Position(s) Held with Funds (Length of Service)3		Principal Occupation(s) During Past Five Years		Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”)				Public Company and Other Investment Company Directorships Held During Past Five  Years
Name and Year of Birth1, 2						Overseen		To be Overseen4
Lena G. Goldberg 1949		Board Member (Since 2016) Nominee		Senior Lecturer, Harvard Business School, since 2008; Director, Charles Stark Draper Laboratory, Inc. since 2013; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President-Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.		32 RICs consisting of 95 Portfolios		44 RICs consisting of 195 Portfolios		None
Robert M. Hernandez 1944		Board Member (Since 2007) Nominee		Director, Vice Chairman and Chief Financial Officer of USX Corporation (energy and steel business) from 1991 to 2001; Director andnon-executive Chairman, RTI International Metals, Inc. from 1990 to 2015; Director, TE Connectivity (electronics) from 2006 to 2012.		32 RICs consisting of 95 Portfolios		44 RICs consisting of 195 Portfolios		Chubb Limited (insurance company); Eastman Chemical Company
Henry R. Keizer 1956		Board Member (Since 2016) Nominee		Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.		32 RICs consisting of 95 Portfolios		44 RICs consisting of 195 Portfolios		Hertz Global Holdings (car rental); Montpelier Re Holdings, Ltd. (publicly held property and casual reinsurance); Sealed Air Corp. (packaging); WABCO (commercial vehicle safety systems)

		Current Position(s) Held with Funds (Length of Service)3		Principal Occupation(s) During Past Five Years		Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”)				Public Company and Other Investment Company Directorships Held During Past Five  Years
Name and Year of Birth1, 2						Overseen		To be Overseen4
Cynthia A. Montgomery 1952		Nominee		Professor, Harvard Business School since 1989; Director, McLean Hospital from 2005 to 2012.		28 RICs consisting of 141 Portfolios		44 RICs consisting of 195 Portfolios		Newell Rubbermaid, Inc. (manufacturing)
Donald C. Opatrny 1952		Board Member (Since 2015) Nominee		Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University since 2004; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Member of the Board and Investment Committee, University School from 2007 to 2018; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Director, Athena Capital Advisors LLC (investment management firm) since 2013; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming, since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018.		32 RICs consisting of 95 Portfolios		44 RICs consisting of 195 Portfolios		None
Joseph P. Platt 1947		Nominee		General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcastingnot-for-profit) since 2001; Chair, Basic Health International(non-profit) since 2015.		28 RICs consisting of 141 Portfolios		44 RICs consisting of 195 Portfolios		Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.

		Current Position(s) Held with Funds (Length of Service)3		Principal Occupation(s) During Past Five Years		Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”)				Public Company and Other Investment Company Directorships Held During Past Five  Years
Name and Year of Birth1, 2						Overseen		To be Overseen4
Kenneth L. Urish 1951		Nominee		Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past-Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director,Inter-Tel from 2006 to 2007.		28 RICs consisting of 141 Portfolios		44 RICs consisting of 195 Portfolios		None
Claire A. Walton 1957		Nominee		Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.		28 RICs consisting of 141 Portfolios		44 RICs consisting of 195 Portfolios		None
Interested Board Nominees6
Robert Fairbairn7 1965		Board Member (Since 2015) Nominee		Senior Managing Director of BlackRock, Inc. since 2010; oversees BlackRock’s Strategic Partner Program and Strategic Product Management Group; Member of BlackRock’s Global Executive and Global Operating Committees;Co-Chair of BlackRock’s Human Capital Committee; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.		133 RICs consisting of 309 Portfolios		133 RICs consisting of 309 Portfolios		None

		Current Position(s) Held with Funds (Length of Service)3		Principal Occupation(s) During Past Five Years		Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”)				Public Company and Other Investment Company Directorships Held During Past Five  Years
Name and Year of Birth1, 2						Overseen		To be Overseen4
John M. Perlowski 1964		Board Member (Since 2015) President and Chief Executive Officer (Since 2010) Nominee		Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.		133 RICs consisting of 309 Portfolios		133 RICs consisting of 309 Portfolios		None

The table below discusses some of the experiences, qualifications and skills of each of the Board II Nominees that support the conclusion that they should serve (or continue to serve) on the Boards of the Group A Funds.

Board II Nominees		Experience, Qualifications and Skills
Susan J. Carter		Susan J. Carter has over 35 years of experience in investment management. She has served as President & Chief Executive Officer of Commonfund Capital, Inc. (“CCI”), a registered investment adviser focused onnon-profit investors, from 1997 to 2013, Chief Executive Officer of CCI from 2013 to 2014 and Senior Advisor to CCI in 2015. Ms. Carter also served as trustee to the Pacific Pension Institute from 2014 to 2018. She currently serves as trustee to the Financial Accounting Foundation, Advisory Board Member for the Center for Private Equity and Entrepreneurship at Tuck School of Business, Board Member for Girls Who Invest, Advisory Board Member for Bridges Fund Management and Practitioner Advisory Board Member for Private Capital Research Institute (“PCRI”). These positions have provided her with insight and perspective on the markets and the economy.
Collette Chilton		Collette Chilton has over 20 years of experience in investment management. She has held the position of Chief Investment Officer of Williams College since October 2006. Prior to that she was President and Chief Investment Officer of Lucent Asset Management Corporation, where she oversaw approximately $40 billion in pension and retirement savings assets for the company. These positions have provided her with insight and perspective on the markets and the economy.
Neil A. Cotty		Neil A. Cotty has more than 30 years of experience in the financial services industry, including 19 years at Bank of America Corporation and its affiliates, where he served, at different times, as the Chief Financial Officer of various businesses including Investment Banking, Global Markets, Wealth Management and Consumer and also served ten years as the Chief Accounting Officer for Bank of America Corporation.
Lena G. Goldberg		Lena G. Goldberg has more than 20 years of business and oversight experience, most recently through her service as a senior lecturer at Harvard Business School. Prior thereto, she held legal and management positions at FMR LLC/Fidelity Investments as well as positions on the boards of various Fidelity subsidiaries over a12-year period. She has additional corporate governance experience as a member of board and advisory committees for privately held corporations andnon-profit organizations. Ms. Goldberg also has more than 17 years of legal experience as an attorney in private practice, including as a partner in a law firm.
Robert M. Hernandez		Robert M. Hernandez has served for approximately 23 years on the board of registered investment companies, having served as Chair of the Board of the Equity-Bond Complex and as Vice Chairman and Chairman of the Audit and Nominating/Governance Committees of its predecessor funds, including certain legacy-BlackRock funds. Mr. Hernandez has business and executive experience through his service as group president, chief financial officer, Chairman and vice chairman, among other positions, of publicly-held energy, steel, and metal companies. He has served as a director of other public companies in various industries throughout his career. He also has broad corporate governance experience, having served as a board member of publicly-held energy, insurance, chemicals, metals and electronics companies.

Board II Nominees		Experience, Qualifications and Skills
Henry R. Keizer		Henry R. Keizer brings over 40 years of executive, financial, operational, strategic and global expertise gained through his 35 year career at KPMG, a global professional services organization and by his service as a director to both publicly and privately held organizations. He has extensive experience with issues facing complex, global companies and expertise in financial reporting, accounting, auditing, risk management, and regulatory affairs for such companies. Mr. Keizer’s experience also includes service as an audit committee chair to both publicly and privately held organizations across numerous industries including professional services, property and casualty reinsurance, insurance, diversified financial services, banking, direct to consumer, business to business and technology. Mr. Keizer is a certified public accountant and also served on the board of the American Institute of Certified Public Accountants.
Cynthia A. Montgomery		Cynthia A. Montgomery has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy Merrill Lynch Investment Managers, L.P. (“MLIM”) funds. The Board benefits from Ms. Montgomery’s more than 20 years of academic experience as a professor at Harvard Business School where she taught courses on corporate strategy and corporate governance. Ms. Montgomery also has business management and corporate governance experience through her service on the corporate boards of a variety of public companies. She has also authored numerous articles and books on these topics.
Donald C. Opatrny		Donald C. Opatrny has more than 39 years of business, oversight and executive experience, including through his service as president, director and investment committee chair for academic andnot-for-profit organizations, and his experience as a partner, managing director and advisory director at Goldman Sachs for 32 years. He also has investment management experience as a board member of Athena Capital Advisors LLC.
Joseph P. Platt		Joseph P. Platt has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. Mr. Platt currently serves as general partner at Thorn Partners, LP, a private investment company. Prior to his joining Thorn Partners, LP, he was an owner, director and executive vice president with Johnson and Higgins, an insurance broker and employee benefits consultant. He has over 25 years of experience in the areas of insurance, compensation and benefits. Mr. Platt also serves on the boards of public, private andnon-profit companies.
Mark Stalnecker		Mark Stalnecker has gained a wealth of experience in investing and asset management from his over 13 years of service as the Chief Investment Officer of the University of Delaware as well as from his various positions with First Union Corporation, including Senior Vice President and State Investment Director of First Investment Advisors. The Board benefits from his experience and perspective as the Chief Investment Officer of a university endowment and from the oversight experience he gained from service on various private andnon-profit boards.

Board II Nominees		Experience, Qualifications and Skills
Kenneth L. Urish		Kenneth L. Urish has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. He has over 30 years of experience in public accounting. Mr. Urish has served as a managing member of an accounting and consulting firm.
Claire A. Walton		Claire A. Walton has over 25 years of experience in investment management. She has served as the Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015, an investment manager that specialized in long/shortnon-U.S. equity investments, and has been an owner and General Partner of Neon Liberty Capital Management, LLC since 2003, a firm focusing on long/short equities in global emerging and frontier markets. These positions have provided her with insight and perspective on the markets and the economy.
Interested Board Nominees
Robert Fairbairn		Robert Fairbairn has more than 20 years of experience with BlackRock, Inc. and over 28 years of experience in finance and asset management. In particular, Mr. Fairbairn’s positions as Senior Managing Director of BlackRock, Inc. with oversight over BlackRock’s Strategic Partner Program and Strategic Product Management Group, Member of BlackRock’s Global Executive and Global Operating Committees andCo-Chair of BlackRock’s Human Capital Committee provide the Board with a wealth of practical business knowledge and leadership. In addition, Mr. Fairbairn has global investment management and oversight experience through his former positions as Global Head of BlackRock’s Retail and iShares® businesses, Head of BlackRock’s Global Client Group and Chairman of BlackRock’s international businesses. Mr. Fairbairn also serves as a board member for the Equity-Liquidity Funds and theClosed-End Funds.
John M. Perlowski		John M. Perlowski’s experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Accounting and Product Services since 2009, and as President and Chief Executive Officer of the BlackRock-advised Funds provides him with a strong understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Boards with the benefit of his experience with the management practices of other financial companies. Mr. Perlowski also serves as a board member for the Equity-Liquidity Funds and theClosed-End Funds.

Board I Nominees (Group B Funds)

Certain biographical and other information relating to the Board I Nominees is set forth below.

		Current Position(s) Held with Funds (Length of Service)3		Principal Occupation(s) During Past Five Years		Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”)				Public Company and Other Investment Company Directorships Held During Past Five Years
Name and Year of Birth1,2						Currently Overseen		To Be Overseen4
Michael J. Castellano 1946		Nominee		Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious(non-profit) from 2009 to June 2015 and since 2017; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012; Director, CircleBlack Inc. (financial technology company) since 2015.		73 RICs consisting of 73 Portfolios		89 RICs consisting of 114 Portfolios		None
Cynthia L. Egan 1955		Nominee		Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007.		73 RICs consisting of 73 Portfolios		89 RICs consisting of 114 Portfolios		Unum (insurance); The Hanover Insurance Group (insurance); Envestnet (investment platform) from 2013 until 2016
Frank J. Fabozzi 1948		Nominee		Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) since 2011; Visiting Professor, Princeton University for the 2013 to 2014 academic year and Spring 2017 semester; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; affiliated professor Karlsruhe Institute of Technology from 2008 to 2011.		73 RICs consisting of 73 Portfolios		89 RICs consisting of 114 Portfolios		None

		Current Position(s) Held with Funds (Length of Service)3		Principal Occupation(s) During Past Five Years		Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”)				Public Company and Other Investment Company Directorships Held During Past Five Years
Name and Year of Birth1,2						Currently Overseen		To Be Overseen4
Henry Gabbay 1947		Board Member (Since 2007) Nominee		Board Member, Equity-Liquidity andClosed-End Fund Boards from 2007 through 2014; Consultant, BlackRock, Inc. from 2007 to 2008; Managing Director, BlackRock, Inc. from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock Funds and BlackRock Allocation Target Shares (formerly, BlackRock Bond Allocation Target Shares) from 2005 to 2007 and Treasurer of certainclosed-end funds in the BlackRock fund complex from 1989 to 2006.		32 RICs consisting of 95 Portfolios		89 RICs consisting of 114 Portfolios		None
R. Glenn Hubbard 1958		Nominee		Dean, Columbia Business School since 2004; Faculty member, Columbia Business School since 1988.		73 RICs consisting of 73 Portfolios		89 RICs consisting of 114 Portfolios		ADP (data and information services); Metropolitan Life Insurance Company (insurance); KKR Financial Corporation (finance) from 2004 until 2014
W. Carl Kester 1951		Nominee		George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981.		73 RICs consisting of 73 Portfolios		89 RICs consisting of 114 Portfolios		None

		Current Position(s) Held with Funds (Length of Service)3		Principal Occupation(s) During Past Five Years		Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”)				Public Company and Other Investment Company Directorships Held During Past Five Years
Name and Year of Birth1,2						Currently Overseen		To Be Overseen4
Catherine A. Lynch 1961		Nominee		Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999.		73 RICs consisting of 73 Portfolios		89 RICs consisting of 114 Portfolios		None
Interested Board Nominees5
Robert Fairbairn6 1965		Board Member (Since 2015) Nominee		Senior Managing Director of BlackRock, Inc. since 2010; oversees BlackRock’s Strategic Partner Program and Strategic Product Management Group; Member of BlackRock’s Global Executive and Global Operating Committees;Co-Chair of BlackRock’s Human Capital Committee; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.		133 RICs consisting of 309 Portfolios		133 RICs consisting of 309 Portfolios		None
John M. Perlowski 1964		Board Member (Since 2015) President and Chief Executive Officer (Since 2010) Nominee		Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.		133 RICs consisting of 309 Portfolios		133 RICs consisting of 309 Portfolios		None

legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; W. Carl Kester, 1995; and Karen P. Robards, 1998. The other Independent Board Nominees who are currently directors/trustees of theClosed-End Funds became members of the boards of directors/trustees of theClosed-End Funds as follows: Michael J. Castellano, 2011; Cynthia L. Egan, 2016; and Catherine A. Lynch, 2016.

4

Reflects the number of RICs and Portfolios expected to be overseen by each Board I Nominee effective January 1, 2019 following the Board realignment and consolidation, subject to shareholder election of the Board I Nominee.

5

Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the Investment Company Act, of each Fund based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also directors/trustees of theClosed-End Funds and the Equity-Liquidity Funds.

6

Mr. Fairbairn also serves as a Member of the Board of Managers of BlackRock Investments, LLC, the principal underwriter or placement agent, as applicable, for the Equity-Bond Funds and the Equity-Liquidity Funds.

The table below discusses some of the experiences, qualifications and skills of each of the Board I Nominees that support the conclusion that they should serve (or continue to serve) on the Boards of the Group B Funds.

Board I Nominees		Experience, Qualifications and Skills
Michael J. Castellano		The Boards are expected to benefit from Michael J. Castellano’s career in accounting which spans over forty years. Mr. Castellano has served as Chief Financial Officer of Lazard Ltd. and as a Managing Director and Chief Financial Officer of Lazard Group. Prior to joining Lazard, Mr. Castellano held various senior management positions at Merrill Lynch & Co., including Senior Vice President—Chief Control Officer for Merrill Lynch’s capital markets businesses, Chairman of Merrill Lynch International Bank and Senior Vice President—Corporate Controller. Prior to joining Merrill Lynch & Co., Mr. Castellano was a partner with Deloitte & Touche where he served a number of investment banking clients over the course of his 24 years with the firm. Mr. Castellano currently serves as a director for CircleBlack Inc.
Cynthia L. Egan		Cynthia L. Egan is expected to bring to the Boards a broad and diverse knowledge of investment companies and the retirement industry as a result of her many years of experience as President, Retirement Plan Services, for T. Rowe Price Group, Inc. and her various senior operating officer positions at Fidelity Investments, including her service as Executive Vice President of FMR Co., President of Fidelity Institutional Services Company and President of the Fidelity Charitable Gift Fund. Ms. Egan has also served as an advisor to the U.S. Department of Treasury as an expert in domestic retirement security. Ms. Egan began her professional career at the Board of Governors of the Federal Reserve and the Federal Reserve Bank of New York. Ms. Egan is also a director of UNUM Corporation, a publicly traded insurance company providing personal risk reinsurance, and of The Hanover Group, a public property casualty insurance company.
Frank J. Fabozzi		Frank J. Fabozzi has served for over 25 years on the boards of registered investment companies. Dr. Fabozzi holds the designations of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society’s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award and the 2015 recipient of the James R. Vertin Award, both given by the CFA Institute. The Boards benefit from Dr. Fabozzi’s experiences as a professor and author in the field of finance. Dr. Fabozzi’s experience as a professor at various institutions, including EDHEC Business School, Yale, MIT, and Princeton, as well as Dr. Fabozzi’s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrates his wealth of expertise in the investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed income securities and portfolio management, many of which are considered standard references in the investment management industry.

Board I Nominees		Experience, Qualifications and Skills
Henry Gabbay		Henry Gabbay’s many years of experience in finance provide the Boards with a wealth of practical business knowledge and leadership. In particular, Mr. Gabbay’s experience as a Consultant for and Managing Director of BlackRock, Inc., Chief Administrative Officer of BlackRock Advisors, LLC and President of BlackRock Funds provides the Funds with greater insight into the analysis and evaluation of both its existing investment portfolios and potential future investments as well as enhanced oversight of their investment decisions and investment valuation processes. In addition, Mr. Gabbay’s former positions as Chief Administrative Officer of BlackRock Advisors, LLC and as Treasurer of certainClosed-End Funds, as well as his former positions on the Equity-Liquidity andClosed-End Fund Boards and his current position as an Independent Board Member of each Fund, provide the Board with direct knowledge of the operations of the BlackRock-advised Funds and their investment adviser. Mr. Gabbay’s previous service on and long-standing relationship with the Boards also provide him with a specific understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds.
R. Glenn Hubbard		R. Glenn Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr. Hubbard serves as the Dean of Columbia Business School, has served as a member of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School of Government at Harvard University, the Harvard Business School and the University of Chicago. Dr. Hubbard’s experience as an adviser to the President of the United States adds a dimension of balance to the Funds’ governance and provides perspective on economic issues. Dr. Hubbard’s service on the boards of ADP and Metropolitan Life Insurance Company provides the Boards with the benefit of his experience with the management practices of other financial companies.
W. Carl Kester		The Boards are expected to benefit from W. Carl Kester’s experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy Dean of Academic Affairs at Harvard Business School from 2006 through 2010 adds to the Boards a wealth of expertise in corporate finance and corporate governance. Dr. Kester has authored and edited numerous books and research papers on both subject matters, includingco-editing a leading volume of finance case studies used worldwide.
Catherine A. Lynch		Catherine A. Lynch, who served as the Chief Executive Officer and Chief Investment Officer of the National Railroad Retirement Investment Trust, benefits the Boards by providing business leadership and experience and a diverse knowledge of pensions and endowments. Ms. Lynch also holds the designation of Chartered Financial Analyst.

Board I Nominees		Experience, Qualifications and Skills
Interested Board Nominees
Robert Fairbairn		Robert Fairbairn has more than 20 years of experience with BlackRock, Inc. and over 28 years of experience in finance and asset management. In particular, Mr. Fairbairn’s positions as Senior Managing Director of BlackRock, Inc. with oversight over BlackRock’s Strategic Partner Program and Strategic Product Management Group, Member of BlackRock’s Global Executive and Global Operating Committees andCo-Chair of BlackRock’s Human Capital Committee provide the Board with a wealth of practical business knowledge and leadership. In addition, Mr. Fairbairn has global investment management and oversight experience through his former positions as Global Head of BlackRock’s Retail and iShares® businesses, Head of BlackRock’s Global Client Group and Chairman of BlackRock’s international businesses. Mr. Fairbairn also serves as a board member for the Equity-Liquidity Funds and theClosed-End Funds.
John M. Perlowski		John M. Perlowski’s experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Accounting and Product Services since 2009, and as President and Chief Executive Officer of the BlackRock-advised Funds provides him with a strong understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Boards with the benefit of his experience with the management practices of other financial companies. Mr. Perlowski also serves as a board member for the Equity-Liquidity Funds and theClosed-End Funds.

Existing Board Members Not SeekingRe-Election

Certain biographical and other information relating to the Existing Board Members who are not seekingre-election as a result of their retirement is set forth below. The terms of the Existing Board Members listed below will end on December 31, 2018.

Name and Year of Birth1,2		Current Position(s) Held (Length of Service)3		Principal Occupation(s) During Past Five Years		Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting  of Investment Portfolios (“Portfolios”) Currently Overseen		Public Company and Other Investment Company Directorships Held During Past Five  Years
Honorable Stuart E. Eizenstat 1943		Existing Board Member (Since 2007)		Senior Counsel of Covington and Burling LLP (law firm) since 2016, Head of International Practice thereof since 2001, and Partner thereof from 2001 to 2016; Advisory Board Member, OCP S.A. (phosphates) since 2010; International Advisory Board Member, The Coca-Cola Company from 2002 to 2011; Advisory Board Member, Veracity Worldwide, LLC (risk management) from 2007 to 2012; Member of the International Advisory Board, GML Ltd. (energy) since 2003; Board of Directors, Ferroglobe (silicon metals) since 2016.		32 RICs consisting of 95 Portfolios		Alcatel-Lucent (telecommunications); Global Specialty Metallurgical; UPS Corporation (delivery service)
John F. O’Brien 1943		Existing Board Member (Since 2007)		Trustee, Woods Hole Oceanographic Institute since 2003 and Chairman thereof from 2009 to 2015;Co-Founder and Managing Director, Board Leaders LLC (director education) since 2005.		32 RICs consisting of 95 Portfolios		Cabot Corporation (chemicals); LKQ Corporation (auto parts manufacturing); TJX Companies, Inc. (retailer)

The table below discusses some of the experiences, qualifications and skills of each of the Existing Board Members who are not seekingre-election as a result of their retirement.

Board Leadership Structure and Oversight

Each Board of the Funds in the Equity-Bond Complex currently consists of eleven Board Members, nine of whom are Independent Board Members. The investment companies registered under the Investment Company Act that are advised by BlackRock or its affiliates are organized into one complex ofclosed-end funds, two complexes ofopen-end funds (the Equity-Bond Complex and the Equity-Liquidity Complex) and one complex of exchange-traded funds (each, a “BlackRock Fund Complex”). The Funds are currently all included in the Equity-Bond Complex.

The Boards have overall responsibility for the oversight of the Funds. The Chair of each Board is an Independent Board Member, and the Chair (as set forth below) of each Board committee (each, a “Committee”) is an Independent Board Member. Each Board has five standing Committees: an Audit Committee, a Governance and Nominating Committee (the “Governance Committee”), a Compliance Committee, a Performance Oversight Committee and an Executive Committee. The role of the Chair of the Boards is to preside at all meetings of the Boards, and to act as a liaison with service providers, officers, attorneys, and other Board Members generally between meetings. The Chair of each Committee performs a similar role with respect to the Committee. The Chair of the Boards or the Chair of a Committee may also perform such other functions as may be delegated by the Boards or the Committees from time to time. The Independent Board Members meet regularly outside the presence of Fund management, in executive session or with other service providers to the Funds. The Boards have regular meetings five times a year, and may hold special meetings if required before the next regular meeting. Each Committee of a Board meets regularly to conduct the oversight functions delegated to that Committee by the Board and reports its findings to the Board. Each Board and each standing Committee conducts annual assessments of its oversight function and structure. Each Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over management and to allocate areas of responsibility among Committees and the full Board to enhance effective oversight.

The Boards have engaged BlackRock to manage the Funds on aday-to-day basis. Each Board is responsible for overseeing BlackRock, other service providers, the operations of each Fund and associated risks in accordance with the provisions of the Investment Company Act, state law, other applicable laws, each Fund’s charter, and each Fund’s investment objective(s) and strategies. The Boards review, on an ongoing basis, the Funds’ performance, operations, and investment strategies and techniques. The Boards also conduct reviews of BlackRock and its role in running the operations of the Funds.

Day-to-day risk management with respect to the Funds is the responsibility of BlackRock or ofsub-advisers or other service providers (depending on the nature of the risk), subject to the supervision of BlackRock. The Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by BlackRock and thesub-advisers or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Funds. Risk oversight forms part of the Boards’ general oversight of the Funds and is addressed as part of various Board and Committee activities. The Boards, directly or through the Committees, also review reports from, among others, management, the independent registered public accounting firm (the “Independent Registered Public Accounting Firm”) for each Fund,sub-advisers, and internal auditors for BlackRock or its affiliates, as appropriate, regarding risks faced by the Funds and management’s or the service provider’s risk functions. The Committee system facilitates the timely and efficient consideration of matters by the Board Members, and facilitates effective oversight of compliance with legal and regulatory requirements and of the Funds’ activities and associated risks. The Boards have appointed a Chief Compliance Officer (the “CCO”) of the Funds,

who oversees the implementation and testing of the Funds’ compliance program and reports to the Boards regarding compliance matters for the Funds and their service providers. The Independent Board Members have engaged independent legal counsel to assist them in performing their oversight responsibilities.

Compensation.Information relating to compensation paid to the Board Members for each Fund’s most recent fiscal year is set forth inAppendix C.

Equity Securities Owned by Board Members and Board Nominees.As of August 1, 2018, no Existing Board Member or Board Nominee owned equity securities in a manner that you may not intend. Therefore, you are strongly encouragedPortfolio he or she oversees or is nominated to give your Participating Insurance Company specific instructions as to how you want your sharesoversee.

As of August 1, 2018, each Existing Board Member and Board Nominee owned in the aggregate over $100,000 of equity securities in all funds overseen or to be voted.overseen by the Existing Board Member or the Nominee, respectively, in the BlackRock Fund Complexes.

 Approval

As of the proposal will require the affirmative voteSeptember 10, 2018, all Existing Board Members, Board Nominees and executive officers of the holders ofeach Group A Fund as a majoritygroup owned less than 1% of the outstanding shares entitledof each Group A Fund. As of September 10, 2018, all Existing Board Members, Board Nominees and executive officers of each Group B Fund as a group owned less than 1% of the outstanding shares of each Group B Fund.

As of September 10, 2018, none of the Independent Board Members, Board Nominees nor their family members had any interest in BlackRock or any person directly or indirectly controlling, controlled by, or under common control with BlackRock.

Attendance of Board Members at Shareholders’ Meetings. None of the Funds currently has a formal policy regarding Board Members’ attendance at shareholders’ meetings. None of the Funds held, or were required to vote,hold, a shareholders’ meeting at which Board Members were elected during its last fiscal year.

Board Meetings. The Board of each Fund, other than BlackRock Advantage Large Cap Core Portfolio, BlackRock Balanced Capital Portfolio, BlackRock Advantage Large Cap Core V.I. Fund, BlackRock Advantage Large Cap Value V.I. Fund, BlackRock Advantage U.S. Total Market V.I. Fund and BlackRock Basic Value V.I. Fund (which each had eleven Board meetings), met nine times during each Portfolio’s fiscal year ended December 31, 2017.

No incumbent Board Member attended less than 75% of the aggregate number of meetings of each Board and of each Committee on which the Board Member served during each Fund’s most recently completed fiscal year.

Standing Committees of the Boards. Information relating to the various standing committees of the Boards is set forth below.

The Existing Board of each Fund has established the following standing committees for each Fund:

Audit Committee.The principal responsibilities of the Audit Committee are to approve, and recommend to the full Board for approval, the selection, retention, termination and compensation of each Fund’s Independent Registered Public Accounting Firm and to oversee the Independent Registered Public Accounting Firm’s work. The responsibilities of the Audit Committee include, without limitation, to (1) evaluate the qualifications, independence and performance of the Independent Registered Public Accounting Firm; (2) approve all audit

engagement terms and fees for the Funds; (3) review the conduct and results of each audit and discuss each Fund’s audited financial statements; (4) review any issues raised by the Independent Registered Public Accounting Firm or Fund management regarding the accounting or financial reporting policies and practices of the Funds and the internal controls of the Funds and certain service providers; (5) oversee the performance of (a) each Fund’s internal audit function provided by its investment adviser and (b) the Independent Registered Public Accounting Firm; (6) oversee policies, procedures and controls regarding valuation of each Fund’s investments and their classification as defined underliquid or illiquid; (7) discuss with Fund management its policies regarding risk assessment and risk management as such matters relate to each Fund’s financial reporting and controls; (8) resolve any disagreements between Fund management and each Fund’s Independent Registered Public Accounting Firm regarding financial reporting; and (9) undertake such other duties and responsibilities as may from time to time be delegated by the 1940 Act.Board to the Audit Committee. The 1940 Act definesExisting Board of each Fund has adopted a written charter for the Audit Committee, a copy of which is available athttps://www.blackrock.com/investing/literature/shareholder-letters/eb-el-open-end-funds-audit-committee-charters.pdf.

The Audit Committee of each Fund met four times during each Portfolio’s fiscal year ended December 31, 2017.

The current members of each Fund’s Audit Committee, all of whom are Independent Board Members, are as follows:

Henry R. Keizer (Chair)

Bruce R. Bond

Robert M. Hernandez

Effective January 1, 2019, it is anticipated that Henry R. Keizer will serve as Chair of the Audit Committee of each Group A Fund, subject to shareholder election of the Board Nominees. The boards of directors/trustees of theClosed-End Funds plan to adopt a board leadership transition that will go into effect in 2019. It is anticipated that in connection with such votetransition, Michael J. Castellano will serve as Chair of the Audit Committee of each Group B Fund, subject to shareholder election of the Board Nominees.

Governance and Nominating Committee. The principal responsibilities of the Governance Committee are to (1) identify individuals qualified to serve as Independent Board Members of each Fund and recommend Independent Board Member nominees for election by shareholders or appointment by the Board; (2) advise the Board with respect to Board composition, procedures and committees (other than the Audit Committee); (3) oversee periodic self-assessments of the Board and committees of the Board (other than the Audit Committee); (4) review and make recommendations regarding Independent Board Member compensation; (5) monitor corporate governance matters and develop appropriate recommendations to the Board; (6) act as the lesseradministrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of (i) 67%ethics as they relate to Independent Board Members; and (7) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Governance Committee. The Governance Committee of each Board may consider nominations for the office of Board Member made by Fund shareholders as it deems appropriate. Fund shareholders who wish to recommend a nominee should send nominations to the Secretary of the Funds and include biographical information and set forth the qualifications of the proposed nominee. The Existing Board of each Fund has adopted a written charter for the Governance Committee, a copy of which, including the Statement of Policy, is available athttps://www.blackrock.com/investing/literature/forms/eb-el-open-end-funds-governance-committee-charters.pdf.

The Governance Committee of each Fund met five times during each Portfolio’s fiscal year ended December 31, 2017.

The current members of each Fund’s Governance Committee, all of whom are Independent Board Members, are as follows:

Bruce R. Bond (Chair)

Robert M. Hernandez

Henry R. Keizer

Effective January 1, 2019, it is anticipated that Cynthia A. Montgomery will serve as Chair of the Governance Committee of each Group A Fund and R. Glenn Hubbard will serve as Chair of the Governance Committee of each Group B Fund, subject to shareholder election of the Board Nominees.

The Governance Committee of each Board seeks to identify individuals to serve on the Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets in accordance with the Statement of Policy described above so that the Board will be better suited to fulfill its responsibility of overseeing each Fund’s activities. In so doing, the Governance Committee reviews the size of the Board, the ages of the current Board Members and their tenure on the Board, and the skills, background and experiences of the Board Members in light of the issues facing each Fund in determining whether one or more new Board Members should be added to the Board. Each Board as a group strives to achieve diversity in terms of gender, race and geographic location. The Governance Committee of each Board believes that the Board Nominees as a group possess the array of skills, experiences and backgrounds necessary to guide each Fund. The Board Nominees’ biographies included in this Proxy Statement highlight the diversity and breadth of skills, qualifications and expertise that the Board Members bring to the Funds. The Governance Committee may, but is not required to, engage the services of a third-party firm at the relevant Funds’ expense to identify and assist in evaluating potential Board candidates.

Further, each Board has adopted Board Member qualification requirements, including: (i) age limits; (ii) limits on service on other boards; (iii) restrictions on relationships with investment advisers other than BlackRock; and (iv) character and fitness requirements.

Compliance Committee. The Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee regulatory and fiduciary compliance matters involving the Funds, the fund-related activities of BlackRock and anysub-adviser and the Funds’ third-party service providers. The Compliance Committee’s responsibilities include, without limitation, to (1) oversee the compliance policies and procedures of each Fund and its service providers and recommend changes or additions to such policies and procedures; (2) review information on and, where appropriate, recommend policies concerning a Fund’s compliance with applicable law; (3) review reports from, oversee the annual performance review of, and make certain recommendations and determinations regarding each Fund’s CCO, including determining the amount and structure of the total numberCCO’s compensation and recommending such amount and structure to the full Board for approval and ratification; and (4) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Compliance Committee. The Existing Board of each Fund has adopted a written charter for the Fund’s Compliance Committee.

The Compliance Committee of each Fund met four times during each Portfolio’s fiscal year ended December 31, 2017.

The current members of each Fund’s Compliance Committee, all of whom are Independent Board Members, are as follows:

Lena G. Goldberg (Chair)

James H. Bodurtha

Honorable Stuart E. Eizenstat

Effective January 1, 2019, it is anticipated that Lena G. Goldberg will serve as Chair of the Compliance Committee of each Group A Fund and Cynthia L. Egan will serve as Chair of the Compliance Committee of each Group B Fund, subject to shareholder election of the Board Nominees.

Performance Oversight Committee. The purpose of the Performance Oversight Committee is to assist the Board in fulfilling its responsibility to oversee each Fund’s investment performance relative to its agreed-upon performance objectives. The Performance Oversight Committee’s responsibilities include, without limitation, to (1) review a Fund’s investment objectives, policies and practices; (2) recommend to the Board specific investment tools and techniques employed by BlackRock; (3) recommend to the Board appropriate investment performance objectives based on its review of appropriate benchmarks and competitive universes; (4) review each Fund’s investment performance relative to agreed-upon performance objectives; (5) review information on unusual or exceptional investment matters; and (6) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Performance Oversight Committee. The Existing Board of each Fund has adopted a written charter for the Performance Oversight Committee.

The Performance Oversight Committee of each Fund met four times during each Portfolio’s fiscal year ended December 31, 2017.

The current members of each Fund’s Performance Oversight Committee, all of whom are Independent Board Members (other than Robert Fairbairn, who is an “interested person” of the Funds), are as follows:

Donald C. Opatrny (Chair)

Henry Gabbay

John F. O’Brien

Robert Fairbairn

Effective January 1, 2019, it is anticipated that Donald C. Opatrny will serve as Chair of the Performance Oversight Committee of each Group A Fund and Frank J. Fabozzi will serve as Chair of the Performance Oversight Committee of each Group B Fund, subject to shareholder election of the Board Nominees.

Executive Committee. The principal responsibilities of the Executive Committee are to (1) act on routine matters between meetings of the Board; (2) act on such matters as may require urgent action between meetings of the Board; and (3) exercise such other authority as may from time to time be delegated to the Executive Committee by the Board. The Existing Board of each Fund has adopted a written charter for the Executive Committee.

The Executive Committee of each Fund did not meet during each Portfolio’s fiscal year ended December 31, 2017.

The current members of each Fund’s Executive Committee, all of whom are Independent Board Members (other than Robert Fairbairn, who is an “interested person” of the Funds), are as follows:

Bruce R. Bond

Lena G. Goldberg

Robert M. Hernandez

Henry R. Keizer

Donald C. Opatrny

Robert Fairbairn

Executive Officers of the Funds. Information about the current executive officers of each Fund, including their year of birth and their principal occupations during the past five years, is set forth inAppendix D.

Your Board unanimously recommends that you vote, or provide voting securitiesinstructions, “FOR” the election of all classeseach Board Nominee under each applicable Proposal.

VOTE REQUIRED AND MANNER OF VOTING PROXIES

For each Fund, a quorum of the shareholders of a fundFund as a whole, including the shareholders of the Portfolios of the Fund, if any, is required to be present in person or represented by proxy, in order to take any action at the Meeting votingwith respect to Proposals 1(a) and 1(b), as applicable to that particular Fund. The quorum requirement for each Fund is set forth inAppendix A.

The vote requirement for each Fund to elect Board Nominees is set forth inAppendix A. Votes on Proposals 1(a) and 1(b) will be tabulated on a Fund basis, such that the votes of Portfolios that are series of the same Fund will be voted together as a single class if holders of more than 50%with respect to the election of the outstanding voting securitiesBoard members of all classes, taken as a single class, are present or represented by proxy at the Meeting; or (ii) more than 50% of the total number of outstanding voting securities of all classes of such fund, voting together as a single class.

that Fund. Approval of the proposalProposals 1(a) and 1(b) will occur only if a sufficient number of votes at the Meeting are cast “FOR” the proposal. Abstentions and broker non-votes“brokernon-votes” will not be counted as votes cast and therefore, abstentions and brokernon-votes will have the same effect as a vote against Proposals 1(a) or 1(b), as applicable, for Funds (identified inAppendix A) which require a majority of the outstanding shares present, in person or by proxy. However, abstentions and brokernon-votes will not have an effect on Proposals 1(a) or 1(b), as applicable, for Funds that require a plurality or a majority of the votes cast. Brokernon-votes occur when shares are held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter. A vote requiring a plurality to elect Board Nominees for a Fund means that the Board Nominees receiving the largest number of votes cast will be elected to fill the available positions for that Fund.

The Funds expect that broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposals 1(a) and 1(b) before the Meeting. Under New York Stock Exchange rules, broker-dealer firms may, without instructions, give a proxy to vote on routine matters if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. If instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials, broker-dealers may vote on Proposals 1(a) and 1(b) on behalf of the broker-dealer firms’ customers and beneficial owners. A properly executed proxy

card or voting instruction form or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of such proposal.

ADDITIONAL INFORMATION

Information aboutVotes cast by proxy or in person at the AdviserMeeting will be tabulated by the inspector of election appointed for the Meeting. The inspector of election will determine whether or not a quorum is present at the Meeting. The inspector of election will treat withheld votes and Principal Underwriterbrokernon-votes, if any, as present for purposes of determining a quorum.

 BlackRock

As described above, shares of each Fund are held in the Insurance Companies’ separate accounts and the Insurance Companies are the legal owners of the shares entitled to vote at the Meeting. Nonetheless, Contract holders have the right to instruct the Insurance Companies on how to vote the shares of a Fund related to their interests held through their Contracts (i.e., pass-through voting), and an Insurance Company must vote the shares of the Fund held in its name as directed. In the absence of voting instructions on any voting instruction card that is signed and returned, the investment adviser toInsurance Company will vote the Fund. BlackRock’s principal business address is 100 Bellevue Parkway, Wilmington, Delaware 19809. BlackRock Investments, LLC (“BRIL”) acts asinterest represented thereby in favor of the distributorapplicable proposal. If an Insurance Company does not receive voting instructions for all of the shares of the Fund held under the Contracts, it will vote all of the remaining shares in the relevant separate accounts with respect to the applicable proposal, for, against, or abstaining, in the same proportion as the shares of the Fund for which it has received instructions from Contract holders of that particular Fund (this is called “proportional voting” or “echo voting”), subject to any restrictions the Insurance Company may have on echo voting. As a result, those Contract holders that actually provide voting instructions may control the outcome of the vote even though their actual interest in a Fund alone would not be sufficient to approve the applicable proposal.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board Members, including a majority of the Independent Board Members, of each Fund and Portfolio have selected Deloitte & Touche LLP (“D&T”), as the Independent Registered Public Accounting Firm for each Fund and its Portfolios, as indicated onAppendix E.

No representatives of D&T will be present at the Meeting.

Appendix E sets forth for each Fund the fees billed by that Fund’s Independent Registered Public Accounting Firm for the two most recent fiscal years for all audit,non-audit, tax and all other services provided directly to the Fund. The principal business addressfee information inAppendix E is presented under the following captions:

(a)    Audit Fees—fees related to the audit and review of BRILthe financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, includingout-of-pocket expenses.

(b)    Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators.

(c)    Tax Fees—fees associated with tax compliance and/or tax preparation, tax advice and tax planning, as applicable. Tax compliance and preparation include services such as the filing or amendment of federal, state or local income tax returns, and services relating to regulated

investment company qualification reviews, taxable income and tax distribution calculations. All of the fees included under “Tax Fees” inAppendix E relate solely to services provided for tax compliance and/or tax preparation, and none of such fees relates to tax advice, tax planning or tax consulting.

(d)    All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

Each Fund’s Audit Committee is 40 East 52nd Street, New York, New York 10022.required to approve all audit engagement fees and terms for the Fund. Each Fund’s Audit Committee also is required to consider and act upon (i) the provision by the Fund’s Independent Registered Public Accounting Firm of anynon-audit services to the Fund, and (ii) the provision by the Fund’s Independent Registered Public Accounting Firm ofnon-audit services to BlackRock and any entity controlling, controlled by or under common control with BlackRock that provides ongoing services to the Fund (“Affiliated Service Providers”) to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. SeeAppendix E to this Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Fund’s Independent Registered Public Accounting Firm.

The Audit Committee of each Fund complies with applicable laws and regulations with regard to thepre-approval of services. Audit, audit-related and tax compliance services provided to a Fund on an annual basis require specificpre-approval by the Fund’s Audit Committee. As noted above, each Fund’s Audit Committee must also approve othernon-audit services provided by the Fund’s Independent Registered Public Accounting Firm to the Fund and to the Fund’s investment advisers and Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Each Fund’s Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, each Fund’s Audit Committee maypre-approve, without consideration on a specificcase-by-case basis (“generalpre-approval”), certain permissiblenon-audit services that the Audit Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the Independent Registered Public Accounting Firm. Each service approved subject to generalpre-approval is presented to each Fund’s Audit Committee for ratification at the next regularly scheduledin-person Board meeting.

For each Fund’s two most recently completed fiscal years, there were no services rendered by D&T to the Funds for which the generalpre-approval requirement was waived.

Each Fund’s Audit Committee has considered the provision ofnon-audit services that were rendered by D&T to the Fund’s Affiliated Service Providers in connection with determining such auditor’s independence. All services provided by D&T to each Fund and each Fund’s Affiliated Service Providers that requiredpre-approval werepre-approved during the Fund’s most recently completed fiscal year.

The Audit Committee of each Fund currently consists of the following Board Members, all of whom are Independent Board Members:

Henry R. Keizer (Chair)

Bruce R. Bond

Robert M. Hernandez

ADDITIONAL INFORMATION

Investment Manager,Sub-Advisers and Administrators

The investment manager,sub-adviser(s), if any, and administrator(s), if any, of each Fund are identified inAppendix F.

5% Share Ownership

As of the Record Date,September 24, 2018, to the best of theeach Fund’s knowledge, the persons listed inAppendix AGbeneficially owned or owned of record the amounts indicated.

Security Ownership of Management

     Asmore than 5% of the Record Date, no Board Member ownedoutstanding shares of the Fund.class of such Fund indicated.

Submission of Shareholder Proposals

The Fund doesFunds do not hold regular annual meetings of shareholders. AsA shareholder proposal intended to be included in a general matter, the Fund does not intend to holdproxy statement for a future regular annual or special meetings of its shareholders unless required by the 1940 Act. Any shareholder who wishes to submit proposals for consideration at a meeting of shareholders of thea Fund should send such proposal to the Corporation, Attn. Secretary, 55 East 52^ndStreet, New York, New York 10055. To be considered for presentation at a shareholders’ meeting, rules promulgated by the SEC require that, among other things, a shareholder’s proposal must be received at the offices of the Fund, 40 East 52nd Street, New York, New York 10022, a reasonable time before a solicitation is made.the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not necessarily meanguarantee that such proposal will be included.

     Underincluded in a proxy statement or presented at the Corporation’s by-laws, in order for ameeting. A shareholder proposal tomay be considered for presentationpresented at a shareholders’ meeting other thanof shareholders only if such proposal concerns a proposal presentedmatter that may be properly brought before the meeting under applicable federal proxy rules, promulgated bystate law and the SEC, the shareholder making the proposal must meet the requirements set outapplicable Fund’s governing instruments. The persons named as proxies in the by-laws, includingfuture proxy materials of a Fund may exercise discretionary authority with respect to the timeliness of submissions. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and receivedany shareholder proposal presented at the principal executive offices of the Fund not later than the close of business on the fifth (5th) day following the day on whichany subsequent shareholder meeting if written notice of such proposal has not been received by that Fund a reasonable period of time before the date of theBoard Members’ solicitation relating to such meeting was mailed or public disclosure of the date of the meeting was made, whichever first occurs.is made.

Shareholder Communications

Shareholders who want to communicate with the Board or any individual Board Member should write thetheir Fund to the attention of the Secretary 55of the Fund, 40 East 52^nd52nd Street, New York, New York 10055.10022. The lettercommunication should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the chairChair of the nominating and governance committeeGovernance Committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.

Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Fund’sFunds’ Chief Compliance Officer, (“CCO”), 5540 East 52^nd52nd Street, New York, New York 10055.10022. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board.Board that oversees the Fund. Such letters may be submitted on an anonymous basis.

Expense and Methods of Proxy Solicitation

 The expenses of

Each Fund will bear the costs associated with the joint proxy statement, including the preparation, printing, distribution and mailingproxy solicitation costs, and additionalout-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the enclosedjoint proxy card,statement, except that BlackRock has agreed to cover a portion or all of such costs for certain Funds. Costs that are borne by the accompanyingFunds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can be reasonably attributed to one or more specific Fund(s).

Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote.

Solicitation may be made by mail, telephone, fax,e-mail or the Internet by officers or employees of BlackRock, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Proxy Statement and Notice of Special Meeting of Shareholders will be borne by BlackRock or one of its affiliates. BlackRock or one of its affiliates will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materialmaterials to the beneficial owners of the shares of the Fund.

     Solicitations of proxies are being made on behalf of theeach Fund’s shares. BlackRock Advisors, LLC and BlackRock Fund and the Board primarily by the mailing of the Notice of Special Meeting of Shareholders and this Proxy Statement on or about June 23, 2011. The Fund’s shareholders whose shares are held by nominees such as brokers can vote their proxies by contacting their respective nominee. In addition to the solicitation of proxies by mail, employees of the Fund and its affiliates as well as dealers or their representatives may, without additional compensation, solicit proxies in person or by mail, telephone, facsimile or oral communication. If, by the time scheduled for the Meeting, a quorum of shareholders is not present or if a quorum is present but sufficient votes to allow action on the proposal are not received from the shareholders, the chairman of the Meeting or, if a shareholder vote is called, the shareholders who are present at the meetings, may adjourn the Meeting to permit further solicitation of proxies from shareholders. Any Meeting convened on the date it was called may be adjourned without further notice other than announcement at the Meeting for up to 120 days after the Record Date.

     The Fund hasAdvisors have retained Broadridge Financial Solutions, Inc. (“Broadridge”),Computershare, located at 51 Mercedes Way, Edgewood,2950 Express Drive South, Suite 210, Islandia, New York 11717,11749, a professional proxy solicitation firm, to assist with the solicitation of proxies. In addition, Broadridge, will assist the Fund in the distribution of proxy materials and the solicitation and tabulation of proxies. Theproxies on behalf of the Funds, the Non-Insurance Funds and the Equity-Liquidity Funds. It is anticipated that Computershare will be paid, in the aggregate, approximately $1,178,000 for such services (including reimbursements ofout-of-pocket expenses), of which approximately $299,000 will be payable by the Funds. Computershare may solicit proxies personally and by mail, telephone, fax,e-mail or the Internet. Each Fund’s portion of the foregoing expenses is not subject to any cap or voluntary agreement to waive fees and/or reimburse expenses that may otherwise apply to that Fund.

If You Plan to Attend the Joint Special Meetings

Attendance at the Meeting will be limited to each Fund’s shareholders may receiveas of the Record Date.Each shareholder will be asked to present valid photographic identification, such as a telephone call from Broadridge asking them to vote. The proxy mailing, tabulation and solicitation expenses in connection with proxy are estimated to be approximately $28,000, which expenses shall be borne by BlackRockvalid driver’s license or its affiliates.

     Representatives of BlackRock and its affiliatespassport. Cameras, recording devices and other representatives ofelectronic devices will not be permitted at the Fund may also solicit proxies. Questions about the proposal should be directed to Broadridge at 1-877-826-0878.Meeting.

 Broadridge will assist with the mailing and tabulation effort and may also solicit Proxies by contacting shareholders by telephone.

Fiscal YearGeneral

 The fiscal year end of the Fund is December 31.

General

Management does not intend to present and does not have reason to believe that any other items of business other than voting with respect to Proposals 1(a) and 1(b) will be presented at the Meeting. However, if other matters are properly presented toat the Meeting for a vote, the proxies will be voted by the persons acting undernamed in the proxiesenclosed proxy upon such matters in accordance with their judgment of what is in the best interests of the Fund.Funds.

A list of each Fund’s shareholders entitled to be present and to vote atof record as of the MeetingRecord Date will be available for inspection at the officesMeeting. For Funds organized as a Delaware statutory trust, a list of BlackRock, 800 Scudders Mill Rd., Plainsboro, New Jersey 08536,shareholders as of the Record Date will be available for inspection by any shareholderat BlackRock’s offices at 100 Bellevue Parkway, Wilmington, Delaware 19809, during regular business hours beginning ten days prior to the date of the Meeting.

 Failure

The Meeting as to any Fund may be adjourned from time to time for any reason whatsoever by vote of a quorum to be present at any Meeting will necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of any Meeting to permit further solicitation of proxies with respect to the proposal if they determine that adjournment and further solicitation are reasonable and in the best interests of shareholders. Any such adjournment will require the affirmative voteholders of a majority of the shares of the Fund present in(in person or by proxy and entitled to vote at the timeMeeting) of such Fund, or by the chairman of the Meeting, whether or not a quorum is present. Such authority to be adjourned. Any adjournedadjourn the Meeting may be held without the necessity of another notice. The persons named as proxies will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation are reasonable andused in the best interests of the Fund’s shareholders. For purposes of determining the presence ofevent that a quorum abstentions and broker non-votes will be treated as shares that areis not present at the Meeting.Meeting, or in the event that a quorum is present but sufficient votes have not been received to approve a Proposal, or for any other reason consistent with applicable state law and each Fund’sBy-Laws, including to allow for the further solicitation of proxies. Any adjournment may be made with respect to any business which might have been transacted at the Meeting, and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Meeting prior to adjournment. The persons designated as proxies may use their discretionary authority to vote as instructed by management of the Funds on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of such Funds did not have timely notice, as set forth in the SEC’s proxy rules.

Please vote promptly by signing and dating each enclosed proxy card or voting instruction form, and returning it (them) in the accompanying postage-paid return envelope OR by following the instructions on the enclosed instructionsproxy card(s) or voting instruction form(s) to provide voting instructionsvote by telephone or overvia the Internet.

By Order of the Boards,

Benjamin Archibald

Secretary of the Funds

October 3, 2018

Appendix A – Fund Information/Quorum and Voting Requirements

The following table lists (i) each Fund, (ii) the Portfolios, if any, of each Fund, (iii) the form of organization of each Fund, (iv) the voting rights of shares of each Fund, (v) the quorum requirement for each Fund and (vi) the vote required to approve Proposals 1(a) or 1(b), as applicable, with respect to each Fund. The Funds are listed in bold type. Portfolios that are series of a Fund are listed in italics under the name of the Fund. References to “shares” mean the shares of stock of the Fund.

Group A Funds

Fund1		Form of Organization		Voting Rights		Quorum Requirement		Vote Required to Approve Proposal 1(a)2
BlackRock Government Money Market V.I. Fund
BlackRock International V.I. Fund
BlackRock iShares® Dynamic Allocation V.I. Fund
BlackRock Large Cap Focus Growth V.I. Fund
BlackRock Managed Volatility V.I. Fund
BlackRock S&P 500 Index V.I. Fund

June 23, 2011