SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

BlackRock Series Fund, Inc.

Payment Of Filing Fee (Check the appropriate box):

BLACKROCK SERIES FUND, INC.

BlackRock Bond Portfolio

BLACKROCK VARIABLE SERIES FUNDS, INC.

BlackRock BondInternational Value V.I. Fund

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

June 23, 2011

Dear Shareholder:

P.O. Box 9011 Princeton, New Jersey 08543-9011 (800) 441-7762

November 2, 2007

Dear Shareholder:

A special meeting (the “Meeting”)of the shareholders of BlackRock Bond Portfolio (the “Bond Portfolio”), a series of BlackRock Series Fund, Inc. and BlackRock BondInternational Value V.I. Fund (the “Bond V.I. Fund” and together with the Bond Portfolio, the “Funds” and each, a “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, New Jersey 08536, on December 10, 2007July 22, 2011 at 9:30 a.m. (Eastern time) (the “Meeting”), to vote on the proposal discussed in the enclosed joint proxy statement.

The purpose of the Meeting is to seek shareholder approval of a proposal recently approved by your Company’s boardthe Corporation’s Board of directors (each, a “Board” and collectively, the “Boards,Directors (the “Board,” the members of which are referred to as “Board Members”). As described in more detail in the enclosed joint proxy statement, shareholders of the FundsFund are being asked to approve a change in eachthe Fund’s investment objective from “to seek, as a primary objective,“current income and long-term growth of income accompanied by growth of capital,” to provide shareholders with as high a level of“long-term capital growth.” Unlike the current income as is consistent with the investment policies and, as a secondary objective, to seek capital appreciation when consistent with its primary objective”, to “to maximize total return, consistent with income generation and prudent investment management”. The investment objective of eachthe Fund, will remainwhich is a fundamental policy of the Fund and may only be changed with shareholder approval, the proposed amended investment objective of the Fund would be a non-fundamental policy that may be changed only by the Board without shareholder vote.approval upon 60 days’ notice to shareholders. If approved by shareholders, this change to the amendedFund’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 Fund that are not subject to shareholder approval. As more fully discussed in the enclosed proxy statement, 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, Bond Portfolio will change its name to “BlackRock Total Return Portfolio” and Bond V.I. Fund will change its name to “BlackRock Total Return V.I. Fund.” Since total return is a combination of current income and capital appreciation, the change in investment objective is not expected to materially change the manner in which either Fund is currently managed. Also, the principal risks of investing in the Funds will not be changed in any material respect by this change in investment objective.shareholders.

The Board Members responsible for your Fund recommend that you vote “FOR” the proposal with respect to yourthe Fund.However, before you vote, please read the full text of the enclosed joint proxy statement for an explanation of the proposal.

Your vote is important. Even if you plan to attend and vote in person at the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or over the Internet. Alternatively, you may submit voting instructions by signing and dating eachthe proxy card you receive, if received by mail, and returning it in the accompanying postage-paid return envelope.

If you have any questions about the proposal to be voted on, please call the Funds’Fund’s proxy solicitor, Broadridge Financial Solutions, Inc., at 1-877-256-6085.1-877-826-0878.

Sincerely,

Howard B. Surloff

Secretary of BlackRock Series Fund, Inc. and

BlackRock Variable Series Funds, Inc.

IMPORTANT NEWS

FOR FUND SHAREHOLDERS

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 matterproposal to be voted on.

Questions and Answers

Since total return isA vote in favor of the proposal also constitutes a combinationvote in favor of current income and capital appreciation,making the change inFund’s investment objective is not expecteda non-fundamental policy of the Fund. As a non-fundamental policy of the Fund, any changes to materially change the manner in which either Fund is currently managed. However, the amended investment objective may provide the portfolio management team of each Fund with greater flexibility in managing the respective Fund, since a greater emphasis on pursuing capital appreciation could potentially be undertakenmade by the Funds given appropriate market conditions. Also, while the principal risks of investing in the Funds will not be changed in any material respect by this change inBoard without shareholder approval upon 60 days’ notice to shareholders. The Fund’s current investment objective is a fundamental policy of the potentially greaterFund, 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 that arises fromto make appropriate changes to the Fund’s investment objective in a possible increased emphasistimely manner without having to incur the cost of soliciting and obtaining shareholder approval.

Shareholders are being asked to approve a change in capital appreciation might entail increased risks arising from capital appreciation. As noted in each Fund’s prospectus, these risks may include market risk, credit risk, information risk, investing style risk, and risks relating to convertible securities. Finally, the investment objective of Bond Portfoliothe Fund in conjunction with certain other changes regarding the Fund that are not subject to shareholder approval and Bondthat 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 remain a fundamental policyno 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 onlyto 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 shareholder vote.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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This proposal cannot be effected without shareholder approval. Your Fund’s Board has approved the proposal you are being asked to vote on, believes it is in shareholders’ best interest, and recommends that you approve it.

• 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 no voting instructions, your shares will 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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Please votenow. Your vote is important.

We urge you to indicate your voting instructions on the proxy card, if received by mail, date and sign it and return it promptly in the envelope provided, or record your voting instructions by telephone or via the Internet, no matter how large or small your holdings may be. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Meeting.

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BLACKROCK SERIES FUND, INC.

BlackRock Bond Portfolio

BLACKROCK VARIABLE SERIES FUNDS, INC.

BlackRock BondInternational Value V.I. Fund

P.O. Box 9011

Princeton, 55 East 52^ndStreet
New Jersey 08543-9011

York, New York 10055
(800) 441-7762

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

To Be Held on December 10, 2007July 22, 2011

To the Shareholders:

ANOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the shareholders of BlackRock Bond Portfolio (the “Bond Portfolio”), a series of BlackRock Series Fund, Inc. and BlackRock BondInternational Value V.I. Fund (the “Bond V.I. Fund” and together with the Bond Portfolio, the “Funds” and each, a “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, New Jersey, 08536, on December 10, 2007Friday, July 22, 2011 at 9:30 a.m. (Eastern time) (the “Meeting”), to consider and vote onfor the proposal, as more fully describedfollowing purpose:

PROPOSAL 1. To approve a change, effective October 1, 2011, in the accompanying Joint Proxy Statement:investment objective of the Fund and to make the investment objective a non-fundamental policy of the Fund that may be changed by the Board of Directors without shareholder approval upon 60 days’ notice to shareholders.

The Board of Directors of your Fund recommends that you vote “FOR” the Proposal upon which you are being asked to vote.

Shareholders of record as ofCorporation has fixed the close of business on October 19, 2007 (the “Record Date”) areMay 27, 2011 as the record date for the determination of shareholders entitled to notice of and to vote at the Fund’s Meeting and ator any adjournmentsadjournment or postponementspostponement thereof.

     You are cordially invited to attend the Meeting.Shareholders who do not expect to attend the Meeting in person are requested to complete, date and sign the enclosed proxy card and return it promptly in the envelope provided for this purpose. You also have the opportunity to provide voting instructions via telephone or the Internet. The Fund encourages shareholders to take advantage of these voting options.The enclosed proxy is being solicited on behalf of the Board of Directors of the Corporation.

If you ownhave any questions regarding the enclosed proxy material or need assistance in voting your shares, in more than one Fund asplease contact our proxy solicitor, Broadridge Financial Solutions, Inc. at 1-877-826-0878.

Important Notice Regarding the Availability of Proxy Materials for the Record Date,Special Meeting of Shareholders to Be Held on July 22, 2011:This Notice of Special Meeting of Shareholders, the Proxy Statement and the proxy cards are available on the Internet at www.proxyweb.com. On this website, you may receive more than onewill be able to access the Notice of Special Meeting of Shareholders, the Proxy Statement, the proxy card. Pleasecards and any amendments or supplements to the foregoing material that are required to be certainfurnished to sign, date and return each proxy card you receive.

By order of the Boards of Directors,

Howard B. Surloff

Secretary of BlackRock Series Fund, Inc. and

BlackRock Variable Series Funds, Inc.

November 2, 2007

TABLE OF CONTENTS

shareholders.

June 23, 2011

BLACKROCK SERIES FUND, INC.

BlackRock Bond Portfolio

BLACKROCK VARIABLE SERIES FUNDS, INC.

BlackRock BondInternational Value V.I. Fund

P.O. Box 9011

Princeton, 55 East 52^ndStreet
New Jersey 08543-9011

York, New York 10055
(800) 441-7762

SPECIAL MEETING OF SHAREHOLDERS

DECEMBER 10, 2007

JOINT PROXY STATEMENT

This joint proxy statement (the “Joint Proxy“Proxy Statement”) is furnished in connection with the solicitation by the boardBoard of directors (each, aDirectors (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 the BlackRock Bond Portfolio (the “Bond Portfolio”), a series of BlackRock Series Fund, Inc. (the “Series Company”) and the BlackRock BondInternational Value V.I. Fund (the “Bond V.I. Fund” and together with the Bond Portfolio, the “Funds” and each, a “Fund”), a series of BlackRock Variable Series Funds, Inc. (the “Variable Series Company” and together with the Series Company, the “Companies” and each, a “Company”“Corporation”) to be held at the offices of BlackRock Advisors, LLC, 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on December 10, 2007July 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.

The Board of each Company has determined that the use of this Joint Proxy Statement for such Fund’s Meeting is in the best interests of the Fund and its shareholders in light of the similar matter being considered and voted on by the shareholders of each of the Funds. This Joint Proxy Statement and the accompanying materials are being mailed to shareholders on or about November 5, 2007.June 23, 2011.

Each CompanyThe Corporation is organized as a Maryland corporation and is a registered investment company under the Investment Company Act of 1940 (the “1940 Act”).

Shareholders of record of athe Fund as of the close of business on October 19, 2007May 27, 2011 (the “Record Date”) are entitled to attend and to vote at thatthe Fund’s Meeting. Shareholders of the FundsFund are entitled to one vote for each share held, and each fractional share is entitled to a proportionate fractional vote, with no shares having cumulative voting rights. The quorum and vote requirement for eachthe Fund isare set forth under “Vote Required and Manner of Voting Proxies.”

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

Except as set forth inAppendix A, to the knowledge of eachthe Fund, as of the Record Date, no person was the beneficial owner of five percent or more of a class of thatthe Fund’s outstanding shares.

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The Fund of which you are a shareholder is named on the proxy card included with this Joint Proxy Statement. If you own shares in both Funds as of the Record Date, you may receive more than one proxy card.     Even if you plan to attend the Meeting, please sign, date and return EACHthe enclosed proxy card, you receive, or if you provide voting instructions by telephone or over the Internet, please vote on the proposal affecting EACH Fund you own.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(s).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 a Fund’sthe Meeting will be voted at thatthe Meeting. 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 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 the Internet may revoke them with respect to athe proposal at any time before a vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the CompanyCorporation at the principal executive offices of the CompanyCorporation at the address above), by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Meeting, however, will not revoke any previously executed proxy. Since shares are held through a variable annuity contract or variable life insurance policy (as discussed below in “Vote Required and Manner of Voting”), please consult with your participating insurance company regarding your ability to revoke voting instructions after such instructions have been provided.

Photographic identification will be required for admission to the Meeting.

EachThe 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 P.O. Box 9011, Princeton,55 East 52^ndStreet, New Jersey 08543-9011York, New York 10055 or by calling toll free at 1-800-441-7762. Copies of annual and semi-annual reports of eachthe 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 Joint Proxy Statement may be delivered to two or more shareholders of athe 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 Joint 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 applicable Fund at the address and phone number set forth above.

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PROPOSAL 1—1 — TO CHANGE THE INVESTMENT OBJECTIVE
OF EACH OF BOND PORTFOLIO AND BOND V.I.THE FUND

The prospectus of each of Bond Portfolio and Bond V.I.the Fund states that the primaryinvestment objective of the Fund is to provide shareholders with as high a level of current income asand long-term growth of income accompanied by growth of capital. This investment objective is consistent with the investment policies of the Fund. As a secondary objective, each Fund seeks capital appreciation when consistent with its primary objective.currently fundamental, which means that it may not be changed without shareholder approval.

The Board of each Company is proposing that the Bond Portfolio and the Bond V.I. Fund each amend, effective October 1, 2011, its investment objective from the objective as stated above to ““to maximize total return, consistent with income generationlong-term capital growth,” and prudent investment management”. Thechange its investment objective of each Fund will remainto a fundamentalnon-fundamental policy that may be changed only by the Board without shareholder vote. Ifapproval upon 60 days’ notice to shareholders.

     A vote in favor of the amendedproposal also constitutes a vote in favor of making the Fund’s investment objective is approved by shareholders, Bond Portfolio will change its name from “BlackRock Bond Portfolio” to “BlackRock Total Return Portfolio” and Bond V.I. Fund will change its name from BlackRock Bond V.I. Fund to “BlackRock Total Return V.I. Fund.” The Boarda non-fundamental policy of the Series Company approved the changes pursuant toFund. As a unanimous written consent on October 8, 2007, and the Boardnon-fundamental policy of the Variable Series Company approved theFund, any changes at a meeting held on October 1, 2007.

Since total return is a combination of current income and capital appreciation, the change in investment objective is not expected to materially change the manner in which either Fund is currently managed. However, the amended investment objective may provide the portfolio management team of each Fund with greater flexibility in managing the respective Fund, since a greater emphasis on pursuing capital appreciation could potentially be undertakenmade by the Funds given appropriate market conditions. Also, while the principal risks of investing in the Funds will not be changed in any material respect by this change inBoard without shareholder approval upon 60 days’ notice to shareholders. The Fund’s current investment objective the potentially greater flexibility that arises from a possible increased emphasis in capital appreciation might entail increased risks arising from capital appreciation. As noted in each Fund’s prospectus, these risks may include market risk, credit risk, information risk, investing style risk, and risks relating to convertible securities. Finally, the investment objective of Bond Portfolio and Bond V.I. Fund will remainis a fundamental policy of the Fund, which means that may be changed only byany changes to the Fund’s current investment objective are subject to shareholder vote.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 Bond Portfoliothe Fund in conjunction with certain other changes regarding the Fund that are not subject to shareholder approval and Bond V.I.that will become effective on October 1, 2011. In particular, the Board recently approved a change in the name of the Fund to align each“BlackRock International V.I.  Fund,” and certain changes to the Fund’s principal investment objective with other BlackRock fundsstrategies. 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 seek total return, which are all managed bypay dividends; (ii) the sameFund’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 aswith primary responsibility for the Funds.day-to-day management of the Fund, Robert Weatherson and Brian Hall, will be changed to Richard Turnill, James Bristow and Gareth Williams. The Funds are managed in a substantially similar manner as those total return funds. As a result, eachbenchmark 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”), eachthe Fund’s investment adviser, believesbelieve that it is appropriate forto change the Funds’Fund’s investment objective in order to be consistentbetter align it with those of otherthe 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 funds that seek total return. It is expected that changing the investment objectiveplatform.

     A summary of the Fundsspecific changes to be consistent with those of other BlackRock total return funds will facilitate the Fund’s name, principal strategies (and the related changes in risks that correspond to these strategy changes), the Fund’s portfolio management ofteam and the Funds’ assets by simplifyingFund’s benchmark index are highlighted in the process of monitoring compliance with the investment objectives of total return funds. The consistency of these funds having the samefollowing table:

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investment objective will also allow the Funds to respond to a changing market that identifies capital appreciation and current income as total return.

If the proposed change in the investment objective of Bond Portfolio and Bond V.I.the Fund is approved by shareholders at the Meeting, effective October 1, 2011, the prospectus and statement of additional information of eachthe Fund will be revised, as appropriate, to reflect this change to the investment objective and change(which includes changing the objective from fundamental to each Fund’s name. The approval ofnon-fundamental).

     In the investment objective change by shareholders of one Fundevent that the proposal is not contingent onapproved by the approval of the investment objective change by shareholders of the other Fund.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 of the Series Company and the Board of the Variable Series Company recommendrecommends that the shareholders of the Bond Portfolio and Bond V.I. Fund respectively, vote FOR the proposed change in the investment objective.

VOTE REQUIRED AND MANNER OF VOTING PROXIES

A quorum of shareholders of eachthe Fund is required to take action at the Meeting for that Fund.Meeting. For eachthe Fund, a quorum consists of a majority of the shares of thatthe 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 thatthe 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 athe 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 change in investment objectives in 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 eachthe Fund are sold to separate accounts established by certain insurance companies (each, a “Participating Insurance Company,” and collectively, the “Participating Insurance Companies”) to fund variable annuity contracts and variable life insurance contracts. The rights accompanying shares of the FundsFund are legally vested in the variable annuity contracts and variable life insurance contracts offered by the separate accounts of Participating Insurance Companies. However, in accordance with current law and interpretations thereof, Participating 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. A signed voting instruction form or other authorization by a holder that does not specify how the holder’s shares should be voted on athe 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 the FundsFund held in separate accounts for which no timely instructions are received from the holders of variable annuity contracts and variable life insurance contracts, as well as shares it owns, in the same proportion as those shares for which such insurance company receives voting instructions. As a result, if only a small number of shareholders vote, this small number of shareholders may affect the outcome of the vote. For

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purposes of this proxy statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in the Funds)Fund) shall also be deemed to include holders of variable annuity contracts and variable life insurance contracts.

As you hold shares through a variable annuity contract or a variable life insurance contract, and if you do not vote your shares or do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your Participating Insurance Company specific instructions as to how you want your shares to be voted.

Approval by each of Bond Portfolio and Bond V.I. Fundthe proposal will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, as defined under the 1940 Act. The 1940 Act defines such vote as the lesser of (i) 67% or more of the total number of voting securities of all classes of a fund present or represented by proxy at the Meeting, voting together as a single class, if holders of more than 50% of the outstanding voting securities 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. The approval of the investment objective change by shareholders of one Fund is not contingent on the approval of the investment objective change by shareholders of the other Fund.

Approval of the proposal with respect to a Fund will occur only if a sufficient number of votes at the Meeting are cast “FOR” the proposal with respect to that Fund.proposal. Abstentions and broker non-votes will not be counted as votes cast and therefore, abstentions and broker non-votes will have the same effect as a vote against the proposal.

ADDITIONAL INFORMATION

Information about the Adviser and Principal UnderwritersUnderwriter

BlackRock is the investment adviser to eachthe Fund. BlackRock’s principal business address is 100 Bellevue Parkway, Wilmington, Delaware 19809. BlackRock Distributors, Inc.Investments, LLC (“BDI”BRIL”) and FAM Distributors, Inc. (“FAMD”), each acts as the distributor of the shares of eachthe Fund. The principal business address of BDI and FAMDBRIL is P.O. Box 9081, Princeton,40 East 52nd Street, New Jersey 08543-9081.York, New York 10022.

5% Share Ownership

As of October 19, 2007,the Record Date, to the best of the Funds’Fund’s knowledge, the persons listed inAppendix Abeneficially owned or owned of record the amounts indicated.

Security Ownership of Management

As of the Record Date, no Board Member owned shares of the Fund in which they oversee.Fund.

Submission of Shareholder Proposals

The Funds doFund does not hold regular annual meetings of shareholders. AAs a general matter, the Fund does not intend to hold future regular annual or special meetings of its shareholders unless required by the 1940 Act. Any shareholder proposal intendedwho wishes to be included insubmit proposals for consideration at a proxy statement for a future meeting of shareholders of the 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 Fundshareholders’ meeting, rules promulgated by the SEC require that, among other things, a shareholder’s proposal must be received at the offices of the Company, P.O. Box 9011, Princeton, New Jersey 08543-9011,Fund a reasonable time before the Fund begins to print and mail its proxy materials.a solicitation is made. Timely submission of a proposal does not guaranteenecessarily mean that such proposal will be includedincluded.

     Under the Corporation’s by-laws, in order for a proxy statement. The persons named as proxiesshareholder proposal to be considered for presentation at a shareholders’ meeting, other than a proposal presented under rules promulgated by the SEC, the shareholder making the proposal must meet the requirements set out in future proxy materials of a Fund may exercise discretionary authoritythe by-laws, including with respect to

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any shareholder proposal presented the timeliness of submissions. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at any subsequent shareholder meeting if writtenthe principal executive offices of the Fund not later than the close of business on the fifth (5th) day following the day on which notice of such proposal has not been received by that Fund a reasonable periodthe date of time before the Board Members’ solicitation relating to such meeting is made.was mailed or public disclosure of the date of the meeting was made, whichever first occurs.

Shareholder Communications

Shareholder Communications

Shareholders who want to communicate with the Board or any individual Board Member should write theirthe Fund to the attention of the Secretary, 4055 East 52nd 52^ndStreet, New York, New York 10022-5911.10055. The letter 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 chair of the nominating and governance 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’s Chief Compliance Officer (“CCO”), 4055 East 52nd 52^ndStreet, New York, New York 10022-5911.10055. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund.Board. Such letters may be submitted on an anonymous basis.

Expense and Methods of Proxy Solicitation

The costexpenses of preparing,preparation, printing and mailing of the enclosed proxy card, the accompanying notice and this Joint Proxy Statement and costs in connection with the solicitationNotice of proxiesSpecial Meeting of Shareholders will be shared equally between BlackRock and the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Joint Proxy Statement, also will be shared equally between BlackRock and the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basisBlackRock or one of a combinationits affiliates. BlackRock or one of their respective net assets and number of shareholder accounts, except when direct costs can be reasonably attributed to one Fund. 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.

Solicitation may be made by letter or telephone by officers or employees of BlackRock Advisors, 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 and BlackRockits affiliates will reimburse brokerage firms, custodians, banks, brokers and fiduciariesothers for their reasonable expenses in forwarding this Joint Proxy Statement and proxy materialssolicitation material to the beneficial owners of eachthe shares of the Fund.

     Solicitations of proxies are being made on behalf of the 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 shares.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 Funds and BlackRock haveFund has retained Broadridge Financial Solutions, Inc. (“Broadridge”), located at 51 Mercedes Way, Edgewood, New York 11717, a professional proxy solicitation firm, to assist inwith the solicitation of proxies. It is anticipated thatIn addition, Broadridge, will be paid approximately $3,250 for suchassist the Fund in the distribution of proxy materials and the tabulation of proxies. The Fund’s shareholders may receive a telephone call from Broadridge asking them to vote. The proxy mailing, tabulation and solicitation services (including reimbursements of out-of-pocket expenses),expenses in connection with proxy are estimated to be shared equallyapproximately $28,000, which expenses shall be borne by BlackRock or its affiliates.

     Representatives of BlackRock and its affiliates and other representatives of the Funds.Fund may also solicit proxies. Questions about the proposal should be directed to Broadridge at 1-877-826-0878.

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

Fiscal Year

The fiscal year end of eachthe Fund is December 31.

General

Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meeting. However, if other matters are properly

6

presented to the Meeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.

A list of shareholders entitled to be present and to vote at the Meeting will be available at the offices of the Funds, P.O. Box 9011, Princeton,BlackRock, 800 Scudders Mill Rd., Plainsboro, New Jersey 08543-9011,08536, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meeting.

Failure 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 vote of a majority of the shares of the Fund present in person or by proxy and entitled to vote at the time of the Meeting to be adjourned. Any adjourned 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 and in the best interests of the Fund’s shareholders. For purposes of determining the presence of a quorum, abstentions and broker non-votes will be treated as shares that are present at the Meeting.

Please vote promptly by signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting instructions by telephone or over the Internet.

June 23, 2011

By Order of the Boards of Directors,

Howard B. Surloff

Secretary of BlackRock Series Fund, Inc. and

BlackRock Variable Series Funds, Inc.

November 2, 2007

7

Appendix A

5% Share Ownership

As of October 19, 2007,the Record Date, to the best knowledge of eachthe Fund, the following persons beneficially owned or owned of record 5% or more of the outstanding shares of any class of securities of the Funds indicated:

A-1

P.O. BOX 9112

To Vote by Telephone

Vote by Internet

To Vote by Mail

FARMINGDALE, NY 11735

1)

Read the Proxy Statement.

1)

Read the Proxy Statement.

1)

Read the Proxy Statement.

2)

Call toll-free 1-888-221-0697

2)

Go to www.proxyweb.com

2)

Check the appropriate boxes on reverse.

3)

Follow the recorded instructions

3)

Follow the on-line instructions.

3)

Sign, date and return the Card in the enclosed envelope provided.

Fund:

Name of Fund		EACH CONTRACT OWNER’S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY! Name and Address of Shareholder		Percent of Class I
BlackRock International Value V.I. Fund		**Transamerica Advisors Life Insurance Company		65.62%
		Retirement Plus A
		4333 Edgewood Rd NE MS 4410
		Cedar Rapids, IA 52499-0001
BlackRock International Value V.I. Fund		**Transamerica Advisors Life Insurance Company		7.54%
		Life Product Q
		4333 Edgewood Rd NE MS 4410
		Cedar Rapids, IA 52499-0001
BlackRock International Value V.I. Fund		**Transamerica Advisors Life Insurance Company		7.11%
		Life Product V
		4333 Edgewood Rd NE MS 4410
		Cedar Rapids, IA 52499-0001
BlackRock International Value V.I. Fund		**Transamerica Advisors Life Insurance Company		6.62%
		Retirement Power
		4333 Edgewood Rd NE MS 4410
		Cedar Rapids, IA 52499-0001
BlackRock International Value V.I. Fund		**Transamerica Advisors Life Insurance Company		5.24%
		of New York FBO Retirement Plus A
		4333 Edgewood Rd NE MS 4410
		Cedar Rapids, IA 52499-4333

VOTING INSTRUCTION CARD                PROXY TABULATOR
                P.O. BOX 9112
                FARMINGDALE, NY 11735

BLACKROCK VARIABLE SERIES FUNDS, INC.
BlackRock International Value V.I. Fund
55 East 52^ndStreet
New York, New York 10055
PROXY SOLICITED BY THE BOARD OF DIRECTORS (the “BOARD”)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERSThis proxy is solicited on behalf of the Board of Directors.

Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.

By signing and dating the reverse side of this card, you authorize the proxies to cast all votes you are entitled to cast at the Meeting as marked, or if not marked, to vote "FOR" Proposal 1, and to use their discretion to vote for any procedural matter relating to the proposals as may properly come before the Meeting or any adjournment or postponement thereof.If you do not intend to personally attend the Meeting, please complete and return this card at once in the enclosed envelope.

PLEASE VOTE, SIGN AND DATE THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

brintlval-dh        

		BLACKROCK VARIABLE SERIES FUNDS, INC. BlackRock International Value V.I. Fund
		TO BE HELD DECEMBER 10, 2007Special Meeting of Shareholders To Be Held July 22, 2011
			VOTING INSTRUCTION CARD

BLACKROCK BOND V. I. FUND

The undersigned hereby appoints the above-referenced Insuranceabove-mentioned Company and hereby authorizes them to represent and to vote, as designated on the reverse, at the Special Meeting of Shareholders on December 10, 2007, at 9:30 a.m., (Eastern Time),July 22, 2011, and at any adjournments thereof, all of the shares of the fund whichFund attributable to his or her contract or interest therein as directed on the undersigned would be entitled to vote if personally present.reverse side of this Card.

IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICECHOICES INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSALS.PROPOSAL.

If you fail to return this Voting Instruction Card, depending on your separate account, the Company will either not vote all shares attributable to your account value, or vote all shares attributable to your account value in proportion to all voting instructions for the Fund actually received.

BR Bond VI VIC - DH

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING “FOR” THE PROPOSAL.

Please fill in box(es) as shown using black or blue ink or number 2 pencil.[X]
PLEASE DO NOT USE FINE POINT PENS.

By signing and dating the reverse side of this card, you authorize the proxies to cast all votes you are entitled to cast at the Meeting as marked, or if not marked, to vote sign"FOR" Proposal 1, and date this voting instruction cardto use their discretion to vote for any procedural matter relating to the proposals as may properly come before the Meeting or any adjournment or postponement thereof.If you do not intend to personally attend the Meeting, please complete and return itthis card at once in the enclosed envelope.

BR Bond VI VIC - DH

P.O. BOX 9112

To Vote by Telephone

Vote by Internet

To Vote by Mail

FARMINGDALE, NY 11735

1)

Read the Proxy Statement.

1)

Read the Proxy Statement.

1)

Read the Proxy Statement.

2)

Call toll-free 1-888-221-0697

2)

Go to www.proxyweb.com

2)

Check the appropriate boxes on reverse.

3)

Follow the recorded instructions

3)

Follow the on-line instructions.

3)

Sign, date and return the Card in the enclosed envelope provided.

brintlval-VIC-dh

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the “BOARD”)

The undersigned hereby appoints Donald C. Burke, Denis Molleur and Jay Fife as proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all the shares of BlackRock Bond V.I. Fund (the “Fund”), a series of BlackRock Variable Series Funds, Inc., held of record by the undersigned on October 19, 2007 at a special meeting of shareholders of the Fund to be held at the offices of BlackRock Advisors, LLC, 800 Scudders Mill Road, Plainsboro, New Jersey, 08536 on Monday, December 10, 2007 at 9:30 a.m. (Eastern time), or any adjournments or postponements thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the proxy statement for the meeting. IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSALS.

BR Bond VI - DH

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING “FOR” THE PROPOSAL.

Please vote, sign and date this proxy card and return it in the enclosed envelope.

BR Bond VI - DH

P.O. BOX 9112

To Vote by Telephone

Vote by Internet

To Vote by Mail

FARMINGDALE, NY 11735

1)

Read the Proxy Statement.

1)

Read the Proxy Statement.

1)

Read the Proxy Statement.

2)

Call toll-free 1-888-221-0697

2)

Go to www.proxyweb.com

2)

Check the appropriate boxes on reverse.

3)

Follow the recorded instructions

3)

Follow the on-line instructions.

3)

Sign, date and return the Card in the enclosed envelope provided.

		EACH CONTRACT OWNER’S VOTE IS IMPORTANT! PLEASE VOTE YOUR CARD TODAY!

VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF DIRECTORS (the “BOARD”)

The undersigned hereby appoints the above-referenced Insurance Company and hereby authorizes them to represent and to vote, as designated on the reverse, at the Special Meeting of Shareholders on December 10, 2007, at 9:30 a.m., (Eastern Time), and at any adjournments thereof, all of the shares of the fund which the undersigned would be entitled to vote if personally present.IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSALS.

BR Bond Port VIC - DH

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING “FOR” THE PROPOSAL.

Please vote, sign and date this voting instruction card and return it in the enclosed envelope.

BR Bond Port VIC - DH

P.O. BOX 9112

To Vote by Telephone

Vote by Internet

To Vote by Mail

FARMINGDALE, NY 11735

1)

Read the Proxy Statement.

1)

Read the Proxy Statement.

1)

Read the Proxy Statement.

2)

Call toll-free 1-888-221-0697

2)

Go to www.proxyweb.com

2)

Check the appropriate boxes on reverse.

3)

Follow the recorded instructions

3)

Follow the on-line instructions.

3)

Sign, date and return the Card in the enclosed envelope provided.

The undersigned hereby appoints Donald C. Burke, Denis Molleur and Jay Fife as proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all the shares of BlackRock Bond Portfolio (the “Fund”), a series of BlackRock Series Fund, Inc., held of record by the undersigned on October 19, 2007 at a special meeting of shareholders of the Fund to be held at the offices of BlackRock Advisors, LLC, 800 Scudders Mill Road, Plainsboro, New Jersey, 08536 on Monday, December 10, 2007 at 9:30 a.m. (Eastern time), or any adjournments or postponements thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the proxy statement for the meeting. IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSALS.

BR Bond Port - DH

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING “FOR” THE PROPOSAL.

Please vote, sign and date this proxy card and return it in the enclosed envelope.

BR Bond Port - DH