UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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☐ Preliminary Proxy Statement | ☐ | Confidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2))
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☒ Definitive Proxy Statement
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☐ Definitive Additional Materials
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☐ Soliciting Material Pursuant to§ 240.14a-12 |
BlackRock Series Fund, Inc.
BlackRock Series Fund II, Inc.
BlackRock Variable Series Funds, Inc.
BlackRock Variable Series Funds II, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☒ No fee required.
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☐ Fee paid previously with preliminary materials. | ||||||
☐ Fee computed on table |
October 3, 2018
September 18, 2023
Dear Contract Holder:
JointA joint special meetingsmeeting of shareholders of the following fundsBlackRock Series Fund II, Inc. and BlackRock Variable Series Funds II, Inc. (each, a “Fund” or an “Equity-Bond Fund,“Fund,” which may also beand collectively, referred to herein as the “Equity-Bond Complex”“Funds”) will be held on Thursday, November 9, 2023, at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 9:10:30 a.m. (Eastern time) (the “Meeting”) to consider and vote on the proposalsproposal discussed in the enclosed joint proxy statement. The Meeting will be held in a virtual meeting format only. 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, 201811, 2023 (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 the boardsfour nominees named in the enclosed joint proxy statement (the “Board Nominees”) to the Board 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 “BlackRock-advised Funds”). The current boards of directors/trustees of the BlackRock-advised Funds (the “Existing Boards,Directors (each, a “Board,” the members of which are referred to as “Existing“Board Members”) of each Fund.
Each Board Members”) are proposing this realignment following a comprehensive review in consultation with BlackRock.
Currently,has unanimously approved 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 boardsfour Board Nominees on behalf of directors/trusteeseach 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 are not 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 BlackRock-advised Funds in the Equity-Liquidity Complex (collectively, 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 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 Existing Board,oversees, subject to approval by the applicable Fund’s shareholders. The Existing Boards have reviewed the qualifications and backgrounds of the applicable Board Nominees and believe that their election iswould be in your best interest.
Please note that separate joint proxy statements are being sent to shareholders of the funds in the Equity-BondBlackRock Fixed-Income Complex that are not designed for sale through insurance company separate accounts (collectively, the“Non-Insurance Funds”) and theto shareholders of BlackRock Hedge Fund Guided Portfolio Solution (“GPS”), a closed-end management investment company registered under the BlackRock-advised Funds inInvestment Company Act of 1940, as amended, that is part of the Equity-LiquidityBlackRock Fixed-Income 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. fund. If you were also a shareholder of record on the Record Date of one or moreNon-Insurance Funds or Equity-Liquidity Funds,of GPS on the Record Date, you will receive a separate joint proxy statement, proxy card(s) or voting instruction form(s) for such fund(s). Please be certainEach Contract holder should provide voting instructions to vote by telephone or via the Internet with respect to each BlackRock-advised Fundfund 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 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.
The Existing Board responsible for your Fund unanimously recommends that you submit 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.
Your voting instructions are important.As noted above, your Insurance Company will vote its shares held in the applicable Portfolio(s) that are attributable to your Contract at the Meeting in accordance with your instructions provided on the enclosed voting instruction form(s).
We encourage you to carefully review the enclosed materials, which explain the proposalsproposal 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):
By telephone;
By Internet; or
By signing, dating and returning the enclosed voting instruction form(s) in the provided postage-paid return envelope.
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.
As noted above, your Insurance Company will vote its shares held in the Fund that are attributable to your Contract at the Meeting in accordance with your instructions provided on the enclosed voting instruction form(s).
Please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by completing, signing and dating each voting instruction form you receive, 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 proposalsproposal to be voted on or the virtual Meeting, please call Computershare, toll-freethe firm assisting us in the solicitation of proxies, toll free at1-866-200-9096.866-963-6132.
Sincerely,
Janey Ahn
Benjamin Archibald
Secretary of the Funds
40 East 52nd Street, New York, New York 10022
IMPORTANT INFORMATION
While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.
Questions and Answers
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Please submit voting instructionsnow. Your voting instructions are important.
Please help us avoid adjournments, solicitation phone calls requesting your voting 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, we urge you to indicate your voting instructions on the 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. If you submit a properly executed voting instruction form(s) but do not indicate how you wish the shares attributable to your Contract to be voted, such shares will be voted “FOR” the election of the Board Nominees to the Board of the applicable Fund.
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NOTICE OF JOINT SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 2018
To the Shareholders:
Joint special meetings of the shareholders of the funds advised by BlackRock Advisors, LLC set forth below (each, a “Fund” or an “Equity-Bond Fund”) will be held at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 9:30 a.m. (Eastern time) (the “Meeting”), to consider and vote on the proposals set forth below, as more fully described in the accompanying 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).
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The purpose of the Meeting is to seek 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 the 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 your Fund(s).
Shareholders of record of a Fund as of the close of business on September 24, 2018 (the “Record Date”) are entitled to notice of and to vote at the Meeting and at any adjournments, postponements or delays thereof.
Separate accounts of life insurance companies (“Insurance Companies”) are the 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 a Fund is entitled to instruct the applicable Insurance Company on how to vote the shares attributable to the Contract.
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If shares in more than one series of a Fund (each such series, a “Portfolio”) were attributable to a Contract as of the Record Date, the Contract holder may receive more than one voting instruction form. Each Contract holder should provide voting instructions by telephone or via the Internet with respect to each Portfolio attributable to their Contract or sign, date and return each voting instruction form received in the enclosed postage-paid return envelope.
If you have any questions about the proposals 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,50 Hudson Yards, New York, New York 10022NY 10001
October 3, 2018
IMPORTANT INFORMATION
While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.
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Equity-Bond Funds
Holding Joint Special Meetings of Shareholders on November 21, 20181
Group A Funds (Equity, Multi-Asset, IndexQuestions 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. FundAnswers
Q: | Why am I receiving the joint proxy statement? |
A: | The Funds are holding a joint special meeting of shareholders for the election of four Board Nominees to the Board of the applicable Fund. The enclosed joint proxy statement describes the proposal to elect the Board Nominees and provides other information relating to the Meeting. The tables starting on page 8 of the joint proxy statement identify the current Board Members and the Board Nominees for each Fund. |
Shares of the Funds are sold to separate accounts established by certain insurance companies (“Insurance Companies”) to fund variable annuity and variable life insurance contracts (each, a “Contract”). The rights accompanying shares of a Fund are legally vested in the Contracts offered by the separate accounts of the Insurance Companies. However, in accordance with current law and interpretations thereof, the Insurance Companies will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the holders of Contracts. You have received the enclosed joint proxy statement because you are invested in one or more series of the Funds (each, a “Portfolio”) through a Contract issued by an Insurance Company. |
Q: | Why are the Funds holding a meeting to elect Board Members at this time? |
A: | Three of the four Board Nominees are current Board Members of the Funds who were appointed to the Boards and have not been previously elected by Fund shareholders. The other Board Nominee, who is not a current Board Member, has been proposed to be added to the Board of each Fund in anticipation of the scheduled retirement of a current Board Member at the end of 2023. |
The Investment Company Act of 1940, as amended (the “1940 Act”), requires that persons filling vacancies on a board be elected by shareholders at a meeting called for that purpose, except that vacancies may be filled by appointment or any otherwise legal manner if, immediately after filling such vacancy, at least |
Q: | How do the Boards of the Funds recommend that I submit voting instructions? |
A: | “FOR” each Board Nominee—the Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that their election is in your best interest and unanimously recommend that submit voting instructions “FOR” each Board Nominee. |
Q: | Will my voting instructions make a difference? |
A: | YES. Your voting instructions are very important and can make a difference in the governance and management of your Fund(s), no matter how many shares are attributable to your Contract. We encourage all Contract holders to participate in the governance of the Fund(s) in which their Contracts have an interest. Your voting instructions can help ensure that the Board Nominees will be elected. |
Q: | How do I submit voting instructions? |
A: | Submittingvoting instructions is quick and easy. Everything you need is enclosed. You can quickly and easily provide voting instructions by telephone, by calling the toll-free number on the voting instruction form(s) or on the Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to be Held on November 9, 2023 (the “Notice of Internet Availability of Proxy Materials”), or by going to the Internet address provided on the Notice of Internet Availability of Proxy Materials or voting instruction form(s) and following the instructions. 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 voting instruction form(s) or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access to the voting website and confirm that your voting instructions are properly recorded. Alternatively, if you received your voting instruction form(s) by mail, you can submit voting instructions by completing, signing and dating the voting instruction form(s) and mailing it (them) in the enclosed postage-paid return envelope. |
Please promptly follow the enclosed instructions to submit your voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope. |
Q: | Are the Funds paying for the costs of the joint proxy statement? |
A: | Each Fund will bear the costs associated with the joint proxy statement, including the preparation, printing, distribution and proxy solicitation costs, and additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement. Costs that are borne by the Funds collectively will be allocated among the Funds (or series thereof) on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can reasonably be attributed to one or more specific Funds (or series thereof). |
The Funds, the Non-Insurance Funds and GPS have retained Computershare, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies on behalf of such funds. It is anticipated that Computershare will be paid, in the aggregate, approximately $368,000 for such services (including reimbursements of out-of-pocket expenses), of which approximately $127,000 will be payable by the Funds. |
Q: | Whom do I call if I have questions? |
A: | If you need more information, or have any questions about voting, please call Computershare, the proxy solicitor for the Funds, toll-free at 866-963-6132. |
Submitting voting instructions immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your voting instructions. |
Please submit voting instructions now. Your voting instructions are important.
Please help us avoid adjournments, solicitation phone calls requesting your voting 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, we urge you to indicate your voting instructions on the 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. If you submit a properly executed voting instruction form(s) but do not indicate how you wish the shares attributable to your Contract be voted, such shares will be voted “FOR” the election of the Board Nominees to the Board of the applicable Fund.
YOUR VOTE IS IMPORTANT.
PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, NO MATTER HOW MANY SHARES YOU OWN.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023. THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT:
WWW.PROXY-DIRECT.COM/BLK-33515
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 9, 2023
To the Shareholders:
A joint special meeting of the shareholders of the funds advised by BlackRock Advisors, LLC (“BlackRock”) set forth below (each, a “Fund,” and collectively, the “Funds”) will be held on Thursday, November 9, 2023, at 10:30 a.m. (Eastern time) (the “Meeting”), to consider and vote on the proposal set forth below, as more fully described in the accompanying joint proxy statement. The Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Meeting but will be able to view the Meeting live and cast their votes by accessing a web link.
Proposal | Shareholders Entitled to Vote | |||
PROPOSAL 1 | To elect four Board Nominees to the board of directors of the Funds. | Shareholders of the Funds listed below, with respect to their Fund, with shareholders of all series of a Fund voting together. | ||
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. |
The purpose of the Meeting is to seek shareholder approval of the four nominees named in the joint proxy statement (the “Board Nominees” or “Nominees”) to the boards of directors of the Funds (collectively, the “Boards”).
Each current board of directors of the Funds (each, a “Board”) has reviewed and unanimously approved the four Nominees with respect to each Fund overseen by such Board, subject to approval by the Fund’s shareholders. The Boards have reviewed the qualifications and backgrounds of the respective Board Nominees and believe that the 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 your Fund(s).
Shareholders of record of a Fund as of the close of business on September 11, 2023 (the “Record Date”) are entitled to notice of and to vote at the Meeting and at any adjournments, postponements or delays thereof.
Separate accounts of life insurance companies (“Insurance Companies”) are the 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 a Fund is entitled to instruct the applicable Insurance Company on how to vote the shares attributable to the Contract.
If shares in more than one series of a Fund (each such series, a “Portfolio”) were attributable to a Contract as of the Record Date, the Contract holder may receive more than one voting instruction form. Each Contract holder should provide voting instructions by telephone or via the Internet with respect to each Portfolio attributable to their Contract or sign, date and return each voting instruction form received in the enclosed postage-paid return envelope.
If you have any questions about the proposal to be voted on, please call Computershare Fund Services, the firm assisting us in the solicitation and tabulation of proxies, toll-free at 866-963-6132.
By Order of the Boards,
Janey Ahn
Secretary of the Funds
50 Hudson Yards, New York, NY 10001
Funds and Portfolios1
BlackRock Series Fund II, Inc. |
BlackRock High Yield Portfolio |
BlackRock Variable Series Funds II, Inc. |
BlackRock High Yield V.I. Fund |
BlackRock Total Return V.I. Fund |
1 | The Funds (Registrants) are listed in bold in |
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Table of ContentsTABLE OF CONTENTS
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BLACKROCK EQUITY-BOND FUNDS
100 Bellevue Parkway
Wilmington, Delaware 19809
(800)441-7762
JOINT SPECIAL MEETINGSMEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 20189, 2023
This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the boards of directors (each, a “Board” or an “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)Advisors, LLC (“BlackRock”) listed inAppendix A to this Proxy Statement (each, a “Fund” or an “Equity-Bond Fund,“Fund,” which may also beand collectively, referred to herein as the “Equity-Bond Complex”“Funds”) 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 the joint special meetingsmeeting of shareholders of the Funds (the “Meeting”) and at any and all adjournments, postponements or delays thereof. The Meeting will take place on Thursday, November 9, 2023, at the offices of BlackRock Advisors, LLC (“BlackRock”), 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 9:10:30 a.m. (Eastern time). The Meeting will be held in a virtual meeting format only. The Meeting will be held for the purpose of electing fifteenfour 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,September 18, 2023, or an Important Notice Regarding the Availability of Proxy Materials for the Joint Special MeetingsMeeting of Shareholders to be held on November 21, 20189, 2023 (the “Notice of Internet Availability of Proxy Materials”), which is expected to be mailed on or about October 10, 2018.
September 18, 2023.
Each Fund is organized as a Maryland corporation (each, a “Maryland Corporation”) and each is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Funds have been structured as series Funds, and the separate series of the Funds are referred to herein as “Portfolios”. References to shareholders of a series Fund include shareholders of 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.is December 31.
Shareholders of record of a Fund as of the close of business on September 24, 201811, 2023 (the “Record Date”) are entitled to notice of and to vote at the Meeting and any and all adjournments, postponements or delays thereof. Shareholders of the Funds on the Record Date are entitled to the voting rights set forth onAppendix A, with no shares having cumulative voting rights. The quorum and voting requirements for Proposals 1(a) and 1(b), as applicable,Proposal 1 for each Fund are also set forth inAppendix A. For each Fund, a quorum of the shareholders of such Fund as a whole, inclusive of the shareholders of each Portfolio of such Fund, is required in order to take any action at the Meeting with respect to Proposal 1(a) or 1(b), as applicable to that particular Fund.
Shares of each Fund are sold to separate accounts established by certain insurance companies (each, an “Insurance Company,” and collectively, the “Insurance Companies”) to fund variable annuity contracts and variable life insurance contracts (collectively, “Contracts”). The rights accompanying shares of each Fund are legally vested in the Contracts offered by the separate accounts of the Insurance Companies. However, in accordance with current law and interpretations thereof, the Insurance Companies will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the Contract holders. A signed
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voting instruction form or other authorization by a holder that does not specify how the shares attributable to a Contract holder’s Contract should be voted on a 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 Insurance Company. Each Insurance Company will vote shares of a Fund held in separate accounts for which no timely instructions are received from the holders of 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 Contract holders vote, this small number of Contract holders may affect the outcome of the vote.
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, 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 owner of more 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 proposalsproposal 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”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 proposalsthe proposal at any time before a vote is taken on such proposal(s)proposal 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,at the Meeting, in all cases prior to the exercise of the authority granted in the proxy card or voting instruction form. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank, 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 your shares in a Fund are registered in your name, you may attend and participate in the Meeting at meetnow.global/MX9AUM2 by entering the control number found in the shaded box on
If you are a registered shareholder2
your proxy card on the date and time of a Fund and plan to attendthe Meeting. You may vote during the Meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport.by following the instructions that will be available on the Meeting website during the Meeting. 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 letter 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 virtual Meeting unless you have previously requestedregistered in advance to attend the Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and obtainedemail address to Computershare Fund Services (“Computershare”), the Funds’ tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the Meeting date. You will receive a “legal proxy”confirmation email from Computershare of your bank, broker, financial intermediary or other nomineeregistration and present ita control number and security code that will allow you to vote at the Meeting. Even if you plan to attendparticipate in the virtual 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, eachEach 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 requestsAny such request should be directed to BlackRock, Inc. by calling (800) 441-7762 or by writing to the applicablerespective Fund at 100 Bellevue Parkway, Wilmington, Delaware 19809, or by calling toll-free at1-800-441-7762.P.O. Box 534429, Pittsburgh, Pennsylvania 15253-4429. 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 DelawarePennsylvania address or phone number set forth above.
SUMMARY OF PROPOSALSPROPOSAL AND FUNDS VOTING
The following table lists each proposal described in this Proxy Statement and identifies shareholders entitled to vote on each proposal.
| Proposal | Shareholders Entitled to Vote | ||||
PROPOSAL | To elect | Shareholders of | ||||
| To |
4
Group A Funds1,2 (Equity, Multi-Asset, Index and Money Market Funds) to Elect Nominees of Board IIPortfolios1,2
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 Funds1,2(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
BlackRock Series Fund II, Inc. |
BlackRock High Yield Portfolio |
BlackRock Variable Series Funds II, Inc. |
BlackRock High Yield V.I. Fund |
BlackRock Total Return V.I. Fund |
1 | The Funds (Registrants) are listed in bold in |
2 | The principal executive office of each Fund is located at 100 Bellevue Parkway, Wilmington, Delaware 19809. |
5
PLEASE VOTENOW. YOUR VOTE IS IMPORTANT.
Please help us avoid adjournments, solicitation phone calls requesting your vote, wasteful expenses and additional mailings by promptly voting your shares.No matter how large or small your holdings may be, we urge youto indicate your voting instructions on the enclosed proxy card(s) or voting instruction form(s), 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. If you submit a properly executed proxy card or voting instruction form but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees. If your shares of a Fund are held through a bank, broker, financial intermediary or other nominee you must provide voting instructions to your bank, broker, financial intermediary or other nominee holding your shares about how to vote your shares in order for them to vote your shares asyou instruct at the Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Joint Special MeetingsMeeting of Shareholders to Be Held on November 21, 2018. 9, 2023. The Notice of Joint Special MeetingsMeeting of Shareholders, the Proxy Statement and the forms of proxy card and voting instruction form are available on the Internet athttps://www.proxy-direct.com/blk-30203.blk-33515. On this website, you will be able to access the Notice of Joint Special MeetingsMeeting of Shareholders, the Proxy Statement, the forms of proxy card and voting instruction form and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders.
If you have any questions, would like to vote your shares, or wish to obtain directions so that you can attend the Meeting, please call Computershare Fund Services, (“Computershare”), the proxy solicitor for the Funds, toll-free at1-866-200-9096.866-963-6132.
YOUR VOTE IS IMPORTANT.
PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE ENCLOSED
PROXY CARD/VOTING INSTRUCTION FORM OR BY RECORDING YOUR
VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, NO MATTER
HOW MANY SHARES YOU OWN.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023.
THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT:
WWW.PROXY-DIRECT.COM/BLK-33515
6
PROPOSALS 1(a) AND 1(b)—PROPOSAL 1—ELECTION OF BOARD NOMINEES
The purpose of Proposal 1(a)1 is to elect fifteenfour 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 are 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 Fund(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 serve, 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 eleventen Board Members, nineeight of whom are not “interested persons” (as defined in the Investment Company1940 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.
Each Board recommends a vote “FOR” the election of each of the four Board Nominees: Lorenzo A. Flores, Stayce D. Harris, J. Phillip Holloman and Arthur P. Steinmetz (together, the “Board Nominees”). All of the Board Nominees, other than Arthur P. Steinmetz, are not “interested persons” of the Funds and currently serve as Independent Board Members of the Funds. Mr. Steinmetz is currently classified as a non-management interested Board Nominee (the “Non-Management Interested Board Nominee”) based on his former directorship at another company that is not an affiliate of BlackRock, Inc. Mr. Steinmetz does not currently serve as an officer or employee of BlackRock, Inc. or its affiliates or own any securities of BlackRock, Inc. If elected by shareholders, it is anticipated that Mr. Steinmetz would become an Independent Board Member effective January 19, 2024. 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.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.Nominees. 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 and Nominating Committee is comprised solely of Independent Board Members.
The Governance and Nominating 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, including the Board Nominees who are current Board Members 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 satisfiesMr. Steinmetz will satisfy the standards contemplated by the Statement of Policy.Policy upon
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becoming an Independent Board Member. The Boards believe that, collectively, the Independent Board Members/Members and Board 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/Members and Board 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 (as defined below) (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 IIMembers and Board Nominees is set forth below. The current Board Members, other than Lorenzo A. Flores, Stayce D. Harris and J. Phillip Holloman, were previously elected by shareholders and, therefore, are not seeking election at the Meeting.
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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.
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Board I Nominees (Group B Funds)
Certain biographical and other information relating to the Board I Nominees is set forth below.
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Cynthia L. Egan 1955 | Board Member (Since 2019) | 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. | 70 RICs consisting of Portfolios | Unum (insurance); The Hanover Insurance Group (Board Chair); Huntsman Corporation (Lead Independent Director and non-Executive Vice Chair of the Board) (chemical products) | ||||||
Frank J. Fabozzi3,4 1948 | Board Member (Since 2019) | Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) from 2011 to 2022; Professor of Practice, Johns Hopkins University since 2021; 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; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year; Adjunct Professor of Finance, Carnegie Mellon University in fall 2020 semester. | 72 RICs consisting of 106 Portfolios | None |
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| Current | Principal Occupation(s) | Number of
Currently Overseen or to Be Overseen | Public
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1964 |
Board Nominee | Vice Chairman, Kioxia, Inc. since 2019; Chief Financial Officer, Xilinx, Inc. from 2016 to 2019; Corporate Controller, Xilinx, Inc. from 2008 to 2016. | 70 RICs consisting of 104 Portfolios | None | ||||||
Stayce D. Harris 1959 |
Board Nominee | Lieutenant General, Inspector General of the United States Air Force from 2017 to 2019; Lieutenant General, Assistant Vice Chief of Staff and Director, Air Staff, United States Air Force from 2016 to 2017; Major General, Commander, 22nd Air Force, AFRC, Dobbins Air Reserve Base, Georgia from 2014 to 2016; Pilot, United Airlines from 1990 to 2020. | 70 RICs of 104 Portfolios | KULR Technology Group, Inc. in 2021; The Boeing Company (airplane manufacturer) | ||||||
J. Phillip Holloman 1955 | Board Member (since 2021) Board Nominee | President and Chief Operating Officer, Cintas Corporation from 2008 to 2018. | 70 RICs consisting of 104 Portfolios | PulteGroup, Inc. (home construction); Rockwell Automation Inc. (industrial automation) | ||||||
Catherine A. Lynch3
1961 | Board Member (Since 2019) | 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. | consisting of Portfolios |
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| Current | Principal Occupation(s) | Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Currently Overseen or to Be Overseen | Public | ||||||||
Non-Management Interested Board Nominee5 | ||||||||||||
Arthur P. Steinmetz 1958 | Board Nominee | Consultant, Posit PBC (enterprise data science) since 2020; Director, ScotiaBank (U.S.) from 2020 to 2023; Chairman, Chief Executive Officer and President of OppenheimerFunds, Inc. from 2015, 2014 and 2013, respectively to 2019); Trustee, President and Principal Executive Officer of 104 OppenheimerFunds funds from 2014 to 2019. Portfolio manager of various OppenheimerFunds fixed income mutual funds from 1986 to 2014. | 68 RICs consisting of 102 Portfolios | Trustee of 104 OppenheimerFunds funds from 2014 to 2019 | ||||||||
Interested Board Members6 | ||||||||||||
Robert Fairbairn
1965 | Board Member
| 98 RICs consisting of Portfolios | None | |||||||||
John M. Perlowski3
1964 | Board Member (Since 2018)
President and Chief Executive Officer (Since
| 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. | 100 RICs consisting of Portfolios | None |
1 | The address of each Board |
2 | Each Independent Board Member |
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1940 Act, of a Fund (each, an “Interested Board Member”) serve until their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by |
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5 | Mr. Steinmetz is currently classified as a Non-Management Interested Board Nominee based on his former directorship at another company that is not an affiliate of BlackRock, Inc. Mr. Steinmetz does not currently serve as an officer or employee of BlackRock, Inc. or its affiliates or own any securities of BlackRock, Inc. It is anticipated that Mr. Steinmetz will become an Independent Board Member effective January 19, 2024. |
6 | Mr. Fairbairn and Mr. Perlowski are both |
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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.Members and Board Nominees.
Board | Experience, Qualifications and Skills | |
Independent Board Members/Nominees | ||
R. Glenn Hubbard |
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Board | Experience, Qualifications and Skills | |
W. Carl Kester | The Boards |
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Cynthia L. Egan | Cynthia L. Egan |
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Board | Experience, Qualifications and Skills | |
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. |
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Lorenzo A. Flores |
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Board | Experience, Qualifications and | |
Stayce D. Harris | The Boards benefit from Stayce D. Harris’s leadership and governance experience gained during her extensive military career, including as | |
J. Phillip Holloman | The Boards | |
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 | |
Non-Management Interested Board Nominee | ||
Arthur P. Steinmetz | The Boards are expected to benefit from Arthur P. Steinmetz’s many years of business and leadership experience as an executive, chairman and director of various companies in the financial industry. Mr. Steinmetz’s service as Chairman, Chief Executive Officer and President of the OppenheimerFunds, Inc. and as Trustee, President and Principal Executive Officer of certain OppenheimerFunds funds provides insight into the asset management industry. He has also served as a Director of ScotiaBank (U.S.). |
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Board | Experience, Qualifications and Skills | |
Interested Board | ||
Robert Fairbairn | Robert Fairbairn has more than | |
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 |
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.
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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.
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Board Leadership Structure and Oversight
Each BoardThe Boards currently consist of the Funds in the Equity-Bond Complex currently consists of eleventen Board Members, nineeight of whom are Independent Board Members. The registered investment companies registered under the Investment Company Act that are advised by BlackRock or its affiliates (the “BlackRock-advised Funds”) are organized into one complex ofclosed-end funds, two complexes ofopen-end funds (the Equity-Bondthe BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex, and the Equity-Liquidity Complex) and one complex of exchange-traded fundsiShares Complex (each, a “BlackRock Fund Complex”). The Funds are currently all included in the Equity-BondBlackRock Fund Complex referred to as the BlackRock Fixed-Income Complex. The Board Members also oversee as board members the operations of the other open-end
and closed-end registered investment companies included in the BlackRock Fixed-Income Complex.
The Boards have overall responsibility for the oversight of the Funds. The Chair of each Boardthe Boards and the Chief Executive Officer are different people. Not only is the Chair of the Boards an Independent Board Member, andbut also the Chair (as set forth below) of each Board committee (each, a “Committee”) is an Independent Board Member. Each Board hasThe Boards have 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.
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The role of the Chair of the Boards is to preside atover 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 Fundthe Funds’ management, in executive sessionsessions or with other service providers to the Funds. The Boards have regular meetings five times a year, including a meeting to consider the approval of the Funds’ investment management agreements and, if necessary, may hold special meetings if required before thetheir next regular meeting. Each Committee of a Board meets regularly to conduct the oversight functions delegated to that Committee by the BoardBoards and reports its findings to the Board. Each BoardBoards. The Boards and each standing Committee conductsconduct annual assessments of itstheir oversight function and structure. Each Board hasThe Boards have determined that the Board’sBoards’ leadership structure is appropriate because it allows the BoardBoards to exercise independent judgment over management and to allocate areas of responsibility among Committees and the full BoardBoards to enhance effective oversight.
The Boards decided to separate the roles of Chief Executive Officer from the Chair because they believe that having an independent Chair:
increases the independent oversight of the Funds and enhances the Boards’ objective evaluation of the Chief Executive Officer;
allows the Chief Executive Officer to focus on the Funds’ operations instead of Board administration;
provides greater opportunities for direct and independent communication between shareholders and the Boards; and
provides independent spokespersons for the Funds.
The Boards have engaged BlackRock to manage the Funds on aday-to-day basis. Each Board is responsible for overseeing BlackRock,sub-advisers, other service providers, the operations of each Fund and associated risks in accordance with the provisions of the Investment Company1940 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 formsis 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 (thefirms (each, an “Independent Registered Public Accounting Firm”) for each Fund,sub-advisers,the Funds, BlackRock, and internal auditors for BlackRock or its affiliates, as appropriate, regarding risks faced by the Funds and management’s or the service provider’sproviders’ 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 appointedapproved the appointment of a Chief Compliance Officer, (the “CCO”) of the Funds,
who oversees the implementation and testing of the Funds’ compliance program and reports regularly
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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.Compensation.Information relating to compensation paid to the Board Members for each Fund’sPortfolio’s most recent fiscal year is set forth inAppendix C.C.
Equity Securities Owned by Board Members and Board Nominees.Nominees.As of August 1, 2018,July 31, 2023, no Existing Board Member or Board Nominee owned equity securities in a Portfolio he or she oversees or is nominated to oversee.
As of August 1, 2018,July 31, 2023, each Existing Board Member, andincluding the Board NomineeNominees who currently are Board Members, owned in the aggregate over $100,000 of equity securities in all funds overseen orby the Board Member in the BlackRock Fund Complexes. As of July 31, 2023, the Non-Management Interested Board Nominee, who is not currently a Board Member, did not own any equity securities in any funds to be overseen by the Existing Board Member or the Nominee respectively, in the BlackRock Fund Complexes.
As of September 10, 2018,July 31, 2023, all Existing Board Members, Board Nominees and executive officers of each Group A Fund as a group owned less than 1% of the outstanding shares of 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,July 31, 2023, 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.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 hold, a shareholders’ meeting at which Board Members were elected during its last fiscal year.
Board Meetings.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 nineseven times during each Portfolio’s fiscal year ended December 31, 2017.
2022. 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 or Portfolio’s, as applicable, most recently completed fiscal year.
Standing Committees of the Boards.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 Board has a standing Audit Committee composed of Catherine A. Lynch (Chair), Frank J. Fabozzi, Lorenzo A. Flores and J. Phillip Holloman, all of whom are Independent Board Members. The principal responsibilities of the Audit Committee are to approve,assist the Board in fulfilling its oversight responsibilities relating to the accounting and recommendfinancial reporting policies and practices of each Fund. The Audit Committee’s responsibilities include, without limitation: (i) approving, and recommending to the full Board for approval, the selection, retention, termination and compensation of each Fund’s Independent Registered Public Accounting Firm and to overseeevaluating the Independent Registered Public Accounting Firm’s work. The responsibilities of the Audit Committee include, without limitation, to (1) evaluate the qualifications, independence and performanceobjectivity of the Independent Registered Public Accounting Firm; (2) approve(ii) approving all audit
engagement terms and fees for the Funds; (3) revieweach Fund; (iii) reviewing the conduct and results of each audit and discuss each Fund’s audited financial statements; (4) reviewaudit; (iv) reviewing any issues raised by theeach Fund’s Independent Registered Public Accounting Firm or Fund management regarding the accounting or financial reporting policies and practices of the Fundseach Fund, its internal controls, and, as appropriate, the internal controls of the Funds and certain service providers; (5) oversee the performance of (a)providers and management’s response to any such issues; (v) reviewing and
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discussing each Fund’s internal audit function provided by its investment adviseraudited and (b) the Independent Registered Public Accounting Firm; (6) oversee policies, proceduresunaudited financial statements and controls regarding valuation ofdisclosure in each Fund’s investments and their classification as liquid or illiquid; (7) discuss with Fund management its policies regarding risk assessment and risk management as such matters relateshareholder reports relating to each Fund’s performance; (vi) assisting the Board’s responsibilities with respect to the internal controls of each Fund and its service providers with respect to accounting and financial reportingmatters; and controls; (8) resolve(vii) resolving any disagreements between Fundeach Fund’s 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 thereporting. The Board to the Audit Committee. The Existing Board of each Fund has adopted a written charter for the Board’s Audit Committee, a copy of which is available athttps://www.blackrock.com/investing/us/individual/literature/shareholder-letters/eb-el-open-end-funds-audit-committee-charters.pdf.investor-education/cef-joint-audit-committee-charter-
usd-en-us.pdf.
The Audit Committee of each Fund met foureleven times during each Portfolio’s fiscal year ended December 31, 2017.2022.
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 transition, 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 Board has a standing Governance and Nominating Committee composed of W. Carl Kester (Chair), Cynthia L. Egan, J. Phillip Holloman, R. Glenn Hubbard and Catherine A. Lynch, all of whom are Independent Board Members. The principal responsibilities of the Governance and Nominating Committee are to (1) identifyare: (i) identifying individuals qualified to serve as Independent Board Members and recommending Board nominees that are not “interested persons” of each Fund and recommend Independent Board Member nominees(as defined in the 1940 Act) for election by shareholders or appointment by the Board; (2) advise(ii) advising the Board with respect to Board composition, procedures and committees (other than the Audit Committee); (3) oversee periodic self-assessments of the Board and committeesCommittees of the Board (other than the Audit Committee); (4) review(iii) overseeing periodic self-assessments of the Board and makeCommittees of the Board (other than the Audit Committee); (iv) reviewing and making recommendations regardingin respect to Independent Board MemberMembers compensation; (5) monitor(v) monitoring corporate governance matters and develop appropriatemaking recommendations in respect thereof to the Board; (6) act(vi) acting as the administrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to the Independent Board Members; and (7) undertake such other duties(vii) reviewing and responsibilities as may from timemaking recommendations to time be delegatedthe Board in respect of Fund share ownership by the Independent Board to the Governance Committee.Members. 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 Board’s Governance and Nominating Committee, a copy of which including the Statement of Policy, is available athttps://www.blackrock.com/investing/us/individual/literature/forms/eb-el-open-end-funds-governance-committee-charters.pdf.investor-education/
cef-joint-governance-committee-charter-usd-en-us.pdf.
The Governance and Nominating Committee of each Fund met fivefour 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.
2022.
The Governance and Nominating Committee of eachthe 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 and Nominating 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 Membersdirectors or trustees should be added to the Board. EachThe Board as a group strives to achieve diversity in terms of gender, race and geographic location. The Governance and Nominating Committee of each Board believes that the Board NomineesMembers as a group possess the array of skills, experiences and backgrounds necessary to guide each Fund. The Board Nominees’Members’ biographies included in this Proxy Statementherein highlight the diversity and breadth of skills, qualifications and expertise that the Board Members bring to the Funds. each Fund.
The Governance and Nominating Committee may but is not requiredconsider nominations for Board Members made by the Funds’ shareholders as it deems appropriate. Under the Funds’ Bylaws, shareholders must follow certain procedures to engagenominate a person for election as a Board Member at a shareholder meeting at which Board Members are to be elected. Under these advance notice procedures for each Fund, shareholders must submit the servicesproposed nominee by delivering a notice to the Secretary of a third-party firmthe Funds at its principal executive offices no later than the relevant Funds’ expense to identify and assist in evaluating potential Board candidates.close of business on the fifth (5th) day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever first occurs.
Further, each Board has adopted Board Member qualification requirements, including: (i) age limits; (ii) limits on service on19
The Funds’ Bylaws provide that notice of a proposed nomination must include certain information about the shareholder and the nominee, as well as certain other boards; (iii) restrictions on relationships with investment advisers other than BlackRock; and (iv) character and fitness requirements.information, including a written consent of the proposed nominee to serve if elected. Reference is made to the respective Funds’ Bylaws for more details.
Compliance Committee. The Board has a Compliance Committee composed of Cynthia L. Egan (Chair), Stayce D. Harris, R. Glenn Hubbard and W. Carl Kester, all of whom are Independent Board Members. The Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility with respect to overseethe oversight of regulatory and fiduciary compliance matters involving the Funds,each Fund, the fund-related activities of BlackRock, and anysub-adviser sub-advisers and and the Funds’ third-partyeach Fund’s other third party service providers. The Compliance Committee’s responsibilities include, without limitation, to (1) overseelimitation: (i) overseeing the compliance policies and procedures of each Fund and its service providers and recommendrecommending changes or additions to such policies and procedures; (2) review(ii) reviewing information on and, where appropriate, recommendrecommending policies concerning aeach Fund’s compliance with applicable law; (3) review(iii) reviewing information on any significant correspondence with or other actions by regulators or governmental agencies with respect to each Fund and any employee complaints or published reports that raise concerns regarding compliance matters; and (iv) reviewing reports from, overseeoverseeing the annual performance review of, and makemaking certain recommendations and determinations regardingin respect of, each Fund’s CCO, including, without limitation, determining the amount and structure of the CCO’s compensation and recommending such amount and structure to the fullcompensation. The 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’sBoard’s Compliance Committee.
The Compliance Committee of each Fund met four times during each Portfolio’s fiscal year ended December 31, 2017.
Performance Oversight Committee.The current membersBoard has a Performance Oversight Committee composed of each Fund’s Compliance Committee,Frank J. Fabozzi (Chair), Cynthia L. Egan, Lorenzo A. Flores, Stayce D. Harris, J. Phillip Holloman, R. Glenn Hubbard, W. Carl Kester and Catherine A. Lynch, 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.
Members. The Performance Oversight Committee. TheCommittee’s 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.each Fund’s investment objective, policies and practices. The Performance Oversight Committee’s responsibilities include, without limitation, to (1) review alimitation: (i) reviewing each Fund’s investment objectives,objective, policies and practices; (2) recommend(ii) recommending to the Board specificany required action in respect of changes in fundamental and non-fundamental investment tools and techniques employed by BlackRock; (3) recommend to the Board appropriate investment performance objectives based restrictions; (iii) reviewing information on its review of appropriate benchmarks and competitive universes; (4) review(iv) reviewing each Fund’s investment performance relative to agreed-upon performance objectives; (5) reviewsuch benchmarks; (v) reviewing information on unusual or exceptional investment matters; (vi) reviewing whether each Fund has complied with its investment policies and (6) undertake such other dutiesrestrictions; and responsibilities as may from time to time be delegated by the Board to the Performance Oversight Committee. The Existing Board(vii) overseeing policies, procedures and controls regarding valuation of each FundFund’s investments. The Board has adopted a written charter for the Board’s Performance Oversight Committee.
The Performance Oversight Committee of each Fund met four times during each Portfolio’s fiscal year ended December 31, 2017.2022.
Executive Committee.The current membersBoard has an Executive Committee composed of each Fund’s Performance Oversight Committee, allR. Glenn Hubbard (Chair) and W. Carl Kester, both of whom are Independent Board Members, (other than Robert Fairbairn,and John M. Perlowski, who isserves as 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 theinterested Board Nominees.
Executive Committee.Members. The principal responsibilities of the Executive Committee are to (1) actinclude, without limitation: (i) acting on routine matters between meetings of the Board; (2) act(ii) acting on such matters as may require urgent action between meetings of the Board; and (3) exercise(iii) exercising 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 Board’s 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:2022.
Bruce R. Bond20
Lena G. Goldberg
Robert M. Hernandez
Henry R. Keizer
Donald C. Opatrny
Robert Fairbairn
Executive Officers of the Funds.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 instructions, “FOR” the election of each Board Nominee under each applicable Proposal.
VOTE REQUIRED AND MANNER OF VOTING PROXIES
For each Fund, a quorum of the shareholders of a Fund 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 with respect to Proposals 1(a) and 1(b),Proposal 1 as applicable to that particular Fund. The quorum requirement for each Fund is set forth inAppendix A.A.
The vote requirement for each Fund to elect Board Nominees is set forth inAppendix A. Votes on Proposals 1(a) and 1(b)Proposal 1 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 with respect to the election of the Board members of that Fund. Approval of Proposals 1(a) and 1(b)Proposal 1 will occur only if a sufficient number of votes at the Meeting are cast “FOR” the proposal. Abstentions and “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,Proposal 1 for the 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)Proposal 1 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)Proposal 1 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.
Votes cast by proxy or in person at the Meeting 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 brokernon-votes, if any, as present for purposes of determining a quorum.
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.(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 Insurance Company will vote the interest represented thereby in favor of the
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applicable 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.
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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.
Portfolios.
No representatives of D&T will be present at the Meeting.
Appendix Esets 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 fee information inAppendix Eis presented under the following captions:
(a) Audit Fees—fees related to the audit and review of the 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 required to approve all audit engagement fees and terms for the Fund.Fund and its Portfolios. 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 and its Portfolios 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 its Portfolios and to the Fund’s and its Portfolios’ investment advisers and Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Each Fund’s Audit Committee has
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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. KeizerCatherine A. Lynch (Chair)
Bruce R. BondFrank J. Fabozzi
Robert M. Hernandez
J. Phillip Holloman
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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 September 24, 2018,11, 2023, to the best of each Fund’s knowledge, the persons listed inAppendix Gowned more than 5% of the outstanding shares of the class of such Fund indicated.
Submission of Shareholder Proposals
The Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be included in a proxy statement for a future meeting of shareholders of a Fund must be received at the offices of the Fund, 40 East 52nd Street,50 Hudson Yards, New York, New York 10022,NY 10001, a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement or presented at the meeting. A shareholder proposal may be presented at a meeting of shareholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules, state law and the applicable Fund’s governing instruments. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of such proposal has not been received by that Fund a reasonable period of time before the Board Members’ solicitation relating to such meeting is made.
Shareholder Communications
Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of the Secretary of thetheir Fund, 40 East 52nd Street,50 Hudson Yards, New York, New York 10022.NY 10001. The communication should indicate that you are a Fund shareholder. The communication 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 Governance and Nominating 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 Funds’ Chief Compliance Officer, 40 East 52nd Street,50 Hudson Yards, New York, New York 10022.NY 10001. 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. Such letters may be submitted on an anonymous basis.
Expense of Proxy Solicitation
Each Fund will bear the costs associated with the joint proxy statement, including the preparation, printing, distribution and proxy solicitation costs, and additionalout-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement, except that BlackRock has agreed to cover a portion or all of such costs for certain Funds.statement. Costs that are borne by the Funds 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).
25
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 proxy materials to the beneficial owners of each Fund’s shares. BlackRock Advisors, LLC and BlackRock Fund AdvisorsThe Funds have retained Computershare Fund Services, located at 2950 Express Drive South, Suite 210, Islandia, New York 11749,PO Box 5696, Hauppauge, NY 11788-2847, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies on behalf of the Funds, the funds in the BlackRock Fixed-Income Complex that are not designed for sale through insurance company separate accounts (collectively, the “Non-Insurance Funds Funds”) and BlackRock Hedge Fund Guided Portfolio Solution (“GPS”), a closed-end management investment company registered under the Equity-Liquidity Funds.1940 Act that is part of the BlackRock Fixed-Income Complex. It is anticipated that Computershare will be paid, in the aggregate, approximately $1,178,000$368,000 for such services (including reimbursements ofout-of-pocket expenses), of which approximately $299,000$127,000 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 as of the Record Date.Each shareholder will be asked to present valid photographic identification, such as a valid driver’s license or passport. Cameras, recording devices and other electronic devices will not be permitted at the Meeting.
General
Management does not intend to present and does not have reason to believe that any items of business other than voting with respect to Proposals 1(a) and 1(b)Proposal 1 will be presented at the Meeting. However, if other matters are properly presented at the Meeting for a vote, the proxies will be voted by the persons named in the enclosed proxy upon such matters in accordance with their judgment of what is in the best interests of the Funds.
A list of each Fund’s shareholders of record as of the Record Date will be available electronically for inspection at the Meeting. For Funds organized as a Delaware statutory trust, a list of shareholders as of the Record Date will be available for inspection at BlackRock’s offices at 100 Bellevue Parkway, Wilmington, Delaware 19809, during regular business hours beginning ten days prior to the date of the Meeting.Meeting upon request.
The Meeting as to any Fund may be adjourned from time to time for any reason whatsoever by vote of the holders of a majority of the shares present (in person or by proxy and entitled to vote at the Meeting) of such Fund, or by the chairman of the Meeting, whether or not a quorum is present. Such authority to adjourn the Meeting may be used in the event that a quorum is not present at the 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, Bylaws, 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.
26
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 proxy card(s) or voting instruction form(s) to vote by telephone or via the Internet.
By Order of the Boards,
Benjamin ArchibaldJaney Ahn
Secretary of the Funds
September 18, 2023
October 3, 2018
27
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)(iii) the voting rights of shares of each Fund, (v)(iv) the quorum requirement for each Fund and (vi)(v) the vote required to approve Proposals 1(a) or 1(b), as applicable,Proposal 1 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
| Form of | Voting Rights | Quorum | Vote Required to | ||||
BlackRock Series Fund II, Inc. | Maryland Corporation | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | Holders of a majority of shares entitled to vote, present in person or by proxy | A majority of the votes cast | ||||
BlackRock | ||||||||
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BlackRock Variable Series Funds II, Inc. | Maryland Corporation | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | Holders of a majority of shares entitled to vote, present in person or by proxy | A majority of the votes cast | ||||
BlackRock | ||||||||
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The quorum requirement for a series of any Fund is the same as that listed for that Fund. However, when applying such quorum requirement to a Fund for purposes of Proposal |
A-1
Appendix B – Shares Outstanding/Votes
Shareholders of each Portfolio are entitled to one vote for each share held, and each fractional share is entitled to a proportionate fractional vote. The tables below set forth the number of shares outstanding of each class of each Fund/Portfolio and the number of votes to which each such class is entitled as of September 24, 2018:11, 2023:
Group A Funds
Fund/Portfolio1 | Shares Outstanding/Number of Votes | |||||||
BlackRock Series Fund II, Inc. | ||||||||
BlackRock High Yield Portfolio | 4,417,248 | |||||||
Fund/Portfolio1 | Class I | Class III | ||||||
BlackRock Variable Series Funds II, Inc. | ||||||||
BlackRock High Yield V.I. Fund | 38,696,648 | 82,917,291 | ||||||
BlackRock Total Return V.I. Fund | 18,324,509 | 64,296,917 |
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Fund/Portfolio | Class I | Class II | Class III | |||||||||
BlackRock Variable Series Funds, Inc. | ||||||||||||
BlackRock Advantage Large Cap Core V.I. Fund | 5,936,617.751 | 172,108.808 | 11,012,851.461 | |||||||||
BlackRock Advantage Large Cap Value V.I. Fund | 8,417,764.702 | 587,901.682 | 329,562.898 | |||||||||
BlackRock Advantage U.S. Total Market V.I. Fund | 9,429,521.519 | 116,018.524 | 298,973.453 | |||||||||
BlackRock Basic Value V.I. Fund | 23,557,005.352 | 277,998.886 | 4,600,244.435 | |||||||||
BlackRock Capital Appreciation V.I. Fund | 12,032,585.888 | — | 14,546,328.689 | |||||||||
BlackRock Equity Dividend V.I. Fund | 2,889,771.971 | — | 23,357,414.286 | |||||||||
BlackRock Global Allocation V.I. Fund | 133,240,953.937 | 14,105,439.062 | 512,776,781.421 | |||||||||
BlackRock Government Money Market V.I. Fund | 119,386,355.000 | — | — | |||||||||
BlackRock International V.I. Fund | 8,741,228.367 | — | — | |||||||||
BlackRock iShares® Dynamic Allocation V.I. Fund | 2,496,611.233 | — | 342,996.502 | |||||||||
BlackRock Large Cap Focus Growth V.I. Fund | 6,404,784.043 | — | 5,145,315.749 | |||||||||
BlackRock Managed Volatility V.I. Fund | 933,582.279 | — | 18,949,252.870 | |||||||||
BlackRock S&P 500 Index V.I. Fund | 39,195,627.733 | 195,110.491 | 15,664,758.666 |
B-1
Group B Funds
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Fund/Portfolio | Class I | Class II | Class III | |||||||||
BlackRock Variable Series Funds II, Inc. | ||||||||||||
BlackRock High Yield V.I. Fund | 27,238,516.752 | — | 42,557,043.557 | |||||||||
BlackRock Total Return V.I. Fund | 12,211,934.209 | — | 26,365,000.065 | |||||||||
BlackRock U.S. Government Bond V.I. Fund | 5,714,945.964 | — | 284,312.393 |
Appendix C – Compensation of the Existing Board Members and Board Nominees
Each Independent Board Member of the Fundsand non-management Interested Board Member is paid as compensation an annual retainer of $200,000$370,000 per year for his or her services as a Board Member of the BlackRock-advised Funds, including the Funds, and each Independent Board Member and non-management Interested Board Member may also receive a $25,000 Board$10,000 board meeting fee to be paid for each Board meeting up to fivein-personspecial unscheduled meetings or meetings in excess of six Board meetings held in a calendar year, (compensation for meetings in excess of this number to be determined on acase-by-case basis), together without-of-pocket expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. The Chair of the Board of the Funds may, in consultation with the Chair of the Governance Committee, determine that the Independent Board Members be paid a fee of $5,000 per meeting for certain telephonic Board meetings, or a higher fee as approved by the Board. In addition, the Chair of the Boards and the Vice Chair of the Board isare paid as compensation an additional annual retainer of $115,000 per year.$100,000 and $60,000, respectively. The Chairs of the Audit Committee, Performance Oversight Committee, Compliance Committee, and Governance Committee and PerformanceNominating Committee are each paid as compensation an additional annual retainer of $35,000,$45,000, $37,500, $45,000 and $37,500, respectively. In addition,Each of the members of the Audit Committee, Compliance Committee and Governance and Nominating Committee is paid an additional annual retainer of $30,000, $25,000 and $25,000, respectively, for his or her service on such committee. The Funds will pay a pro rata portion quarterly (based on relative net assets) of the foregoing Board Member fees paid by the funds in the BlackRock Fixed-Income Complex.
The Independent Board Members have agreed that a maximum of 50% of each Independent Board Member wasMember’s total compensation paid $10,000 forin-person attendance or $2,000 for telephonic attendance at each of three sessions relatedby funds in the BlackRock Fixed-Income Complex may be deferred pursuant to the proposed realignment and consolidationBlackRock Fixed-Income Complex’s deferred compensation plan. Under the deferred compensation plan, deferred amounts earn a return for the Independent Board Members as though equivalent dollar amounts had been invested in shares of the Existing Boards andcertain funds in the BlackRock Fund complexes.
Fixed-Income Complex selected by the Independent Board Members. This has approximately the same economic effect for the Independent Board Members as if they had invested the deferred amounts in such funds in the BlackRock Fixed-Income Complex. The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of a fund and are recorded as a liability for accounting purposes.
The following tables set forth the aggregate compensation paid to each Independent Board Member by each Portfolio during theits fiscal year ended December 31, 20172022 and the total compensation paid to each Independent Board Member by the BlackRock Fund complexesBlackRock-advised Funds for the calendar year ended December 31, 2017.
2022.
Mr. Fairbairn and Mr. Perlowski, the other current Board Members of the Funds, who are also Board Nominees, serve without compensation from the Funds because of their affiliation with BlackRock, Inc. and its affiliates.
Board II Nominees (Group A Funds)
Fund/Portfolio | Bruce R. Bond | Lena G. Goldberg | Robert M. Hernandez | Henry R. Keizer | Donald C. Opatrny | |||||||||||||||
BlackRock Series Fund, Inc. | ||||||||||||||||||||
BlackRock Advantage Large Cap Core Portfolio | $ | 1,924 | $ | 1,733 | $ | 1,994 | $ | 1,922 | $ | 1,924 | ||||||||||
BlackRock Balanced Capital Portfolio | $ | 2,305 | $ | 2,057 | $ | 2,505 | $ | 2,298 | $ | 2,305 | ||||||||||
BlackRock Capital Appreciation Portfolio | $ | 1,897 | $ | 1,709 | $ | 1,958 | $ | 1,895 | $ | 1,897 | ||||||||||
BlackRock Global Allocation Portfolio | $ | 1,965 | $ | 1,767 | $ | 2,049 | $ | 1,962 | $ | 1,965 | ||||||||||
BlackRock Government Money Market Portfolio | $ | 1,856 | $ | 1,675 | $ | 1,904 | $ | 1,855 | $ | 1,856 | ||||||||||
BlackRock Variable Series Funds, Inc. | ||||||||||||||||||||
BlackRock Advantage Large Cap Core V.I. Fund | $ | 2,321 | $ | 2,071 | $ | 2,526 | $ | 2,313 | $ | 2,321 | ||||||||||
BlackRock Advantage Large Cap Value V.I. Fund | $ | 1,840 | $ | 1,661 | $ | 1,882 | $ | 1,838 | $ | 1,840 | ||||||||||
BlackRock Advantage U.S. Total Market V.I. Fund | $ | 2,021 | $ | 1,815 | $ | 2,124 | $ | 2,017 | $ | 2,021 | ||||||||||
BlackRock Basic Value V.I. Fund | $ | 2,310 | $ | 2,061 | $ | 2,511 | $ | 2,301 | $ | 2,310 | ||||||||||
BlackRock Capital Appreciation V.I. Fund | $ | 2,164 | $ | 1,937 | $ | 2,316 | $ | 2,159 | $ | 2,164 | ||||||||||
BlackRock Equity Dividend V.I. Fund | $ | 2,059 | $ | 1,847 | $ | 2,175 | $ | 2,055 | $ | 2,059 | ||||||||||
BlackRock Global Allocation V.I. Fund | $ | 14,211 | $ | 12,189 | $ | 18,463 | $ | 14,049 | $ | 14,211 | ||||||||||
BlackRock Government Money Market V.I. Fund | $ | 1,887 | $ | 1,701 | $ | 1,944 | $ | 1,884 | $ | 1,887 | ||||||||||
BlackRock International V.I. Fund | $ | 1,838 | $ | 1,659 | $ | 1,879 | $ | 1,836 | $ | 1,838 |
Fund/Portfolio 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 Fund/Portfolio(1) BlackRock Series Fund II, Inc. BlackRock High Yield Portfolio BlackRock Variable Series Funds II, Inc. BlackRock High Yield V.I. Fund BlackRock Total Return V.I. Fund Total Compensation from the Funds and Other BlackRock-Advised Funds(3) Bruce R.
Bond Lena G.
Goldberg Robert M.
Hernandez Henry R.
Keizer Donald C.
Opatrny $ 893 $ 836 $ 902 $ 893 $ 893 $ 1,880 $ 1,695 $ 1,936 $ 1,879 $ 1,880 $ 684 $ 629 $ 690 $ 684 $ 684 $ 1,963 $ 1,766 $ 2,047 $ 1,960 $ 1,963 Total Compensation from the BlackRock Fund Complexes1 $ 380,000 $ 331,667 $ 460,000 $ 376,986 $ 380,000 Cynthia L.
Egan(2) Frank J.
Fabozzi(2) Lorenzo A.
Flores(2) Stayce D.
Harris(2) J. Phillip
Holloman(2) R. Glenn
Hubbard(2) W. Carl
Kester(2) Catherine A.
Lynch(2) $ 28,055 $ 26,338 $ 23,997 $ 23,685 $ 25,558 $ 31,489 $ 31,333 $ 28,367 $ 1,081 $ 1,025 $ 949 $ 939 $ 982 $ 1,192 $ 1,187 $ 1,073 $ 1,178 $ 1,117 $ 1,033 $ 1,021 $ 1,069 $ 1,301 $ 1,295 $ 1,170 $ 465,000 $ 497,500 $ 400,000 $ 395,000 $ 415,453 $ 520,000 $ 587,500 $ 520,453
The Portfolios of series Funds are set forth below the name of the applicable Fund. |
C-1
(2) | Total amount of deferred compensation payable by the BlackRock |
(3) | For the |
Former Board Member
Fund/Portfolio(1) | Karen P. Robards(2) | |||
BlackRock Series Fund II, Inc. | ||||
BlackRock High Yield Portfolio | $ | 0 | ||
BlackRock Variable Series Funds II, Inc. | ||||
BlackRock High Yield V.I. Fund | $ | 474 | ||
BlackRock Total Return V.I. Fund | $ | 518 | ||
Total Compensation from the Funds and Other BlackRock-Advised Funds | $ | 212,500 |
(1) | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
(2) | Ms. Robards retired and resigned as a Board Member of the Funds effective as of May 31, 2022. |
Board I Nominee (Group B Funds)C-2
Fund/Portfolio | Henry Gabbay | |||
BlackRock Series Fund II, Inc. | ||||
BlackRock High Yield Portfolio* | $ | 1,752 | ||
BlackRock U.S. Government Bond Portfolio* | $ | 1,777 | ||
BlackRock Variable Series Funds II, Inc. | ||||
BlackRock High Yield V.I. Fund* | $ | 2,091 | ||
BlackRock Total Return V.I. Fund* | $ | 2,084 | ||
BlackRock U.S. Government Bond V.I. Fund* | $ | 1,789 | ||
Total Compensation from the BlackRock Fund Complexes1 | $ | 345,000 |
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Existing Board Members Not SeekingRe-election and Former Board Members1
Fund/Portfolio | James H. Bodurtha | Honorable Stuart E. Eizenstat | John F. O’Brien | |||||||||
Group A Funds | ||||||||||||
BlackRock Series Fund, Inc. | ||||||||||||
BlackRock Advantage Large Cap Core Portfolio | $ | 1,924 | $ | 1,893 | $ | 1,893 | ||||||
BlackRock Balanced Capital Portfolio | $ | 2,305 | $ | 2,218 | $ | 2,218 | ||||||
BlackRock Capital Appreciation Portfolio | $ | 1,897 | $ | 1,870 | $ | 1,870 | ||||||
BlackRock Global Allocation Portfolio | $ | 1,965 | $ | 1,928 | $ | 1,928 | ||||||
BlackRock Government Money Market Portfolio | $ | 1,856 | $ | 1,836 | $ | 1,836 | ||||||
BlackRock Variable Series Funds, Inc. | ||||||||||||
BlackRock Advantage Large Cap Core V.I. Fund | $ | 2,321 | $ | 2,231 | $ | 2,231 | ||||||
BlackRock Advantage Large Cap Value V.I. Fund | $ | 1,840 | $ | 1,822 | $ | 1,822 | ||||||
BlackRock Advantage U.S. Total Market V.I. Fund | $ | 2,021 | $ | 1,976 | $ | 1,976 | ||||||
BlackRock Basic Value V.I. Fund | $ | 2,310 | $ | 2,222 | $ | 2,222 | ||||||
BlackRock Capital Appreciation V.I. Fund | $ | 2,164 | $ | 2,098 | $ | 2,098 |
Fund/Portfolio 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 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* Total Compensation from the BlackRock Fund Complexes2 James H. Bodurtha Honorable Stuart E.
Eizenstat John F. O’Brien $ 2,059 $ 2,008 $ 2,008 $ 14,211 $ 12,350 $ 12,350 $ 1,887 $ 1,862 $ 1,862 $ 1,838 $ 1,820 $ 1,820 $ 893 $ 889 $ 889 $ 1,880 $ 1,856 $ 1,856 $ 684 $ 682 $ 682 $ 1,963 $ 1,927 $ 1,927 $ 1,758 $ 1,752 $ 1,752 $ 1,787 $ 1,777 $ 1,777 $ 2,156 $ 2,091 $ 2,091 $ 2,148 $ 2,084 $ 2,084 $ 1,802 $ 1,789 $ 1,789 $ 380,000 $ 345,000 $ 345,000
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Appendix D – Executive Officers of the Funds
The executive officers of each Fund who are not Board Members or Board Nominees, their address, their year of birth and their principal occupations during the past five years (their titles may have varied during that period) are shown in the table below.*
Each executive officer is an “interested person” of the Funds (as defined in the Investment Company1940 Act) by virtue of that individual’s position with BlackRock or its affiliates described in the table below.
Information Pertaining to the Executive Officers
Name, Address | Position(s) Held | Principal | ||
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Jennifer McGovern
1977 | Vice President (Since | Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group | ||
| Chief Financial Officer (Since | Managing Director of BlackRock, Inc. since | ||
Jay M. Fife
1970 | Treasurer (Since | Managing Director of BlackRock, Inc. since 2007. | ||
| Chief Compliance Officer (“CCO”) (Since | |||
| Anti-Money Laundering Compliance Officer (Since | Managing Director of BlackRock, Inc. since | ||
1975 | Secretary (Since | Managing Director of BlackRock, Inc. since |
The address of each Officer is c/o BlackRock, Inc., |
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With the exception of the CCO, executive officers receive no compensation from the Funds. The Funds compensate the CCO for his services as their CCO.
D-1
Appendix E – Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants
Audit Fees and Audit-Related Fees
Group A Funds
Audit Fees | Audit-Related Fees | |||||||||||||||||||||||||||||
Fund/Portfolio1 | Accounting Firm* | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | ||||||||||||||||||||||||
BlackRock Series Fund II, Inc. | ||||||||||||||||||||||||||||||
BlackRock High Yield Portfolio | D&T | 12/31 | 29,580 | 29,290 | 44 | — | ||||||||||||||||||||||||
BlackRock Variable Series Funds II, Inc. | ||||||||||||||||||||||||||||||
BlackRock High Yield V.I. Fund | D&T | 12/31 | 39,168 | 38,784 | 44 | — | ||||||||||||||||||||||||
BlackRock Total Return V.I. Fund | D&T | 12/31 | 49,878 | 49,389 | 44 | — |
Audit Fees | Audit-Related Fees | |||||||||||||||||||||||
Fund Name | Accounting Firm* | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | ||||||||||||||||||
BlackRock Series Fund, Inc. | ||||||||||||||||||||||||
BlackRock Advantage Large Cap Core Portfolio | D&T | 12/31 | 23,044 | 24,264 | — | — | ||||||||||||||||||
BlackRock Balanced Capital Portfolio | D&T | 12/31 | 33,941 | 35,968 | — | — | ||||||||||||||||||
BlackRock Capital Appreciation Portfolio | D&T | 12/31 | 25,849 | 27,069 | — | — | ||||||||||||||||||
BlackRock Global Allocation Portfolio | D&T | 12/31 | 38,250 | 40,278 | — | — | ||||||||||||||||||
BlackRock Government Money Market Portfolio | D&T | 12/31 | 23,282 | 22,632 | — | — | ||||||||||||||||||
BlackRock Variable Series Funds, Inc. | ||||||||||||||||||||||||
BlackRock Advantage Large Cap Core V.I. Fund | D&T | 12/31 | 30,286 | 31,506 | — | — | ||||||||||||||||||
BlackRock Advantage Large Cap Value V.I. Fund | D&T | 12/31 | 22,024 | 23,244 | — | — | ||||||||||||||||||
BlackRock Advantage U.S. Total Market V.I. Fund | D&T | 12/31 | 27,226 | 28,446 | — | — | ||||||||||||||||||
BlackRock Basic Value V.I. Fund | D&T | 12/31 | 37,528 | 38,748 | — | — | ||||||||||||||||||
BlackRock Capital Appreciation V.I. Fund | D&T | 12/31 | 24,701 | 25,921 | — | — | ||||||||||||||||||
BlackRock Equity Dividend V.I. Fund | D&T | 12/31 | 19,627 | 20,847 | — | — | ||||||||||||||||||
BlackRock Global Allocation V.I. Fund | D&T | 12/31 | 51,332 | 53,359 | — | — | ||||||||||||||||||
BlackRock Government Money Market V.I. Fund | D&T | 12/31 | 23,282 | 23,652 | — | — | ||||||||||||||||||
BlackRock International V.I. Fund | D&T | 12/31 | 30,107 | 31,327 | — | — | ||||||||||||||||||
BlackRock iShares® Dynamic Allocation V.I. Fund | D&T | 12/31 | 29,006 | 28,356 | — | — | ||||||||||||||||||
BlackRock Large Cap Focus Growth V.I. Fund | D&T | 12/31 | 22,024 | 23,244 | — | — | ||||||||||||||||||
BlackRock Managed Volatility V.I. Fund | D&T | 12/31 | 29,247 | 31,455 | — | — | ||||||||||||||||||
BlackRock S&P 500 Index V.I. Fund | D&T | 12/31 | 30,286 | 31,506 | — | — |
1 | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
* | “D&T” refers to Deloitte & Touche LLP. |
Group B Funds
Audit Fees | Audit-Related Fees | |||||||||||||||||||||||
Fund Name | Accounting Firm* | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | ||||||||||||||||||
BlackRock Series Fund II, Inc. | ||||||||||||||||||||||||
BlackRock High Yield Portfolio** | D&T | 12/31 | 30,167 | 34,515 | — | — | ||||||||||||||||||
BlackRock U.S. Government Bond Portfolio** | D&T | 12/31 | 39,576 | 43,924 | — | — | ||||||||||||||||||
BlackRock Variable Series Funds II, Inc. | ||||||||||||||||||||||||
BlackRock High Yield V.I. Fund** | D&T | 12/31 | 39,959 | 44,307 | — | — | ||||||||||||||||||
BlackRock Total Return V.I. Fund** | D&T | 12/31 | 50,924 | 40,992 | — | — | ||||||||||||||||||
BlackRock U.S. Government Bond V.I. Fund** | D&T | 12/31 | 38,352 | 31,990 | — | — |
Tax Fees and All Other Fees
Group A Funds
Tax Fees* | All Other Fees | |||||||||||||||||||
Fund Name | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||||||||
BlackRock Series Fund, Inc. | ||||||||||||||||||||
BlackRock Advantage Large Cap Core Portfolio | 12/31 | 13,107 | 13,107 | — | — | |||||||||||||||
BlackRock Balanced Capital Portfolio | 12/31 | 15,657 | 15,657 | — | — | |||||||||||||||
BlackRock Capital Appreciation Portfolio | 12/31 | 13,107 | 13,107 | — | — | |||||||||||||||
BlackRock Global Allocation Portfolio | 12/31 | 20,000 | 20,000 | — | — | |||||||||||||||
BlackRock Government Money Market Portfolio | 12/31 | 9,792 | 9,792 | — | — | |||||||||||||||
BlackRock Variable Series Funds, Inc. | ||||||||||||||||||||
BlackRock Advantage Large Cap Core V.I. Fund | 12/31 | 13,107 | 13,107 | — | — | |||||||||||||||
BlackRock Advantage Large Cap Value V.I. Fund | 12/31 | 13,107 | 13,107 | — | — | |||||||||||||||
BlackRock Advantage U.S. Total Market V.I. Fund | 12/31 | 13,107 | 13,107 | — | — | |||||||||||||||
BlackRock Basic Value V.I. Fund | 12/31 | 13,107 | 13,107 | — | — | |||||||||||||||
BlackRock Capital Appreciation V.I. Fund | 12/31 | 13,107 | 13,107 | — | — | |||||||||||||||
BlackRock Equity Dividend V.I. Fund | 12/31 | 8,160 | 8,160 | — | — | |||||||||||||||
BlackRock Global Allocation V.I. Fund | 12/31 | 20,000 | 20,000 | — | — | |||||||||||||||
BlackRock Government Money Market V.I. Fund | 12/31 | 9,792 | 9,792 | — | — | |||||||||||||||
BlackRock International V.I. Fund | 12/31 | 14,127 | 14,127 | — | — | |||||||||||||||
BlackRock iShares® Dynamic Allocation V.I. Fund | 12/31 | 13,850 | 13,850 | — | — | |||||||||||||||
BlackRock Large Cap Focus Growth V.I. Fund | 12/31 | 13,107 | 13,107 | — | — |
Fund Name BlackRock Managed Volatility V.I. Fund BlackRock S&P 500 Index V.I. Fund Fund1 BlackRock Series Fund II, Inc. BlackRock High Yield Portfolio BlackRock Variable Series Funds II, Inc. BlackRock High Yield V.I. Fund BlackRock Total Return V.I. Fund Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 12/31 8,976 8,976 — — 12/31 13,107 13,107 — — Tax Fees2 All Other Fees3 Fiscal Year
End Most Recent
Fiscal Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) Most Recent
Fiscal Year ($) Fiscal Year Prior to
Most Recent Fiscal
Year End ($) 12/31 14,900 9,800 431 210 12/31 14,900 13,600 431 210 12/31 14,900 14,900 431 210
Group B Funds
Tax Fees* | All Other Fees | |||||||||||||||||||
Fund Name | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||||||||
BlackRock Series Fund II, Inc. | ||||||||||||||||||||
BlackRock High Yield Portfolio** | 12/31 | 10,149 | 10,149 | — | — | |||||||||||||||
BlackRock U.S. Government Bond Portfolio** | 12/31 | 15,402 | 15,402 | — | — | |||||||||||||||
BlackRock Variable Series Funds II, Inc. | ||||||||||||||||||||
BlackRock High Yield V.I. Fund** | 12/31 | 14,025 | 14,025 | — | — | |||||||||||||||
BlackRock Total Return V.I. Fund** | 12/31 | 15,402 | 15,402 | — | — | |||||||||||||||
BlackRock U.S. Government Bond V.I. Fund** | 12/31 | 15,402 | 15,402 | — | — |
All Tax Fees consist solely of fees relating to services provided for tax compliance and/or tax preparation. |
E-1
AggregateNon-Audit Fees for Services Provided to Each Fund and its Affiliated Service ProvidersPre-Approved by the Audit Committee*Committee
Group A Funds
Aggregate Non-Audit Fees | ||||||||||||
Fund Name | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||
BlackRock Series Fund, Inc. | ||||||||||||
BlackRock Advantage Large Cap Core Portfolio | 12/31 | 13,107 | 13,107 | |||||||||
BlackRock Balanced Capital Portfolio | 12/31 | 15,657 | 15,657 | |||||||||
BlackRock Capital Appreciation Portfolio | 12/31 | 13,107 | 13,107 | |||||||||
BlackRock Global Allocation Portfolio | 12/31 | 20,000 | 20,000 | |||||||||
BlackRock Government Money Market Portfolio | 12/31 | 9,792 | 9,792 | |||||||||
BlackRock Variable Series Funds, Inc. | ||||||||||||
BlackRock Advantage Large Cap Core V.I. Fund | 12/31 | 13,107 | 13,107 | |||||||||
BlackRock Advantage Large Cap Value V.I. Fund | 12/31 | 13,107 | 13,107 | |||||||||
BlackRock Advantage U.S. Total Market V.I. Fund | 12/31 | 13,107 | 13,107 | |||||||||
BlackRock Basic Value V.I. Fund | 12/31 | 13,107 | 13,107 | |||||||||
BlackRock Capital Appreciation V.I. Fund | 12/31 | 13,107 | 13,107 | |||||||||
BlackRock Equity Dividend V.I. Fund | 12/31 | 8,160 | 8,160 | |||||||||
BlackRock Global Allocation V.I. Fund | 12/31 | 20,000 | 20,000 | |||||||||
BlackRock Government Money Market V.I. Fund | 12/31 | 9,792 | 9,792 | |||||||||
BlackRock International V.I. Fund | 12/31 | 14,127 | 14,127 | |||||||||
BlackRock iShares® Dynamic Allocation V.I. Fund | 12/31 | 13,850 | 13,850 | |||||||||
BlackRock Large Cap Focus Growth V.I. Fund | 12/31 | 13,107 | 13,107 | |||||||||
BlackRock Managed Volatility V.I. Fund | 12/31 | 8,976 | 8,976 | |||||||||
BlackRock S&P 500 Index V.I. Fund | 12/31 | 13,107 | 13,107 |
Aggregate Non-Audit Fees | ||||||||||||
Fund1 | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||
BlackRock Series Fund II, Inc. | ||||||||||||
BlackRock High Yield Portfolio | 12/31 | 15,375 | 10,010 | |||||||||
BlackRock Variable Series Funds II, Inc. | ||||||||||||
BlackRock High Yield V.I. Fund | 12/31 | 15,375 | 13,810 | |||||||||
BlackRock Total Return V.I. Fund | 12/31 | 15,375 | 15,110 |
Group B Funds
Aggregate Non-Audit Fees | ||||||||||||
Fund Name | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||
BlackRock Series Fund II, Inc. | ||||||||||||
BlackRock High Yield Portfolio** | 12/31 | 10,149 | 10,149 | |||||||||
BlackRock U.S. Government Bond Portfolio** | 12/31 | 15,402 | 15,402 | |||||||||
BlackRock Variable Series Funds II, Inc. | ||||||||||||
BlackRock High Yield V.I. Fund** | 12/31 | 14,025 | 14,025 | |||||||||
BlackRock Total Return V.I. Fund** | 12/31 | 15,402 | 15,402 | |||||||||
BlackRock U.S. Government Bond V.I. Fund** | 12/31 | 15,402 | 15,402 |
E-2
Appendix F – Investment Manager,Sub-Advisers and Administrators
The table below identifies the investment manager,sub-adviser(s), if any, and administrator(s), if any, to the Funds.Funds/Portfolios. Additional information about the investment manager andsub-advisers is set forth after the table below.
Group A Funds
| Investment Manager | Sub-Adviser(s) | Administrator | |||||
BlackRock Series Fund II, Inc. | ||||||||
BlackRock | ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| BlackRock Advisors, LLC | BlackRock International Limited | — | |||||
| ||||||||
BlackRock | ||||||||
BlackRock High Yield V.I. Fund | BlackRock Advisors, LLC | BlackRock International Limited | — | |||||
BlackRock | BlackRock Advisors, LLC | BlackRock International Limited
BlackRock
| — | |||||
|
1 | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
2 | Fund does not have an administrator; however, BlackRock Advisors, LLC provides certain administrative services to the Fund. |
Group B Funds
|
|
| ||||||
| ||||||||
|
|
|
| ||||||
| ||||||||
| ||||||||
| ||||||||
|
|
BlackRock Advisors, LLC serves as investment manager and/or administrator to the Funds and the Portfolios, and is located at 100 Bellevue Parkway, Wilmington, Delaware 19809. BlackRock Advisors, LLC is an indirect wholly-owned subsidiary of BlackRock, Inc.
BlackRock Asset Management North Asia Limited is located at 16/F, 2 Queen’s Road Central, Cheung Kong Center, Hong Kong.
BlackRock International Limited is located at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL United Kingdom.
BlackRock (Singapore) Limited is located at 20 Anson Road#18-01, 079912 079912 Singapore.
BlackRock Investments, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc., serves as the principal underwriter for the Funds, and is located at 55 East 52nd Street, New York, New York 10055.
F-1
Appendix G – 5% Beneficial Share Ownership
As of September 24, 2018,11, 2023, to the best knowledge of each Fund, the persons listed below owned more than 5% of the outstanding shares of the class of the Funds indicated. Unless otherwise indicated, each owner listed below was a record holder that did not beneficially own the shares.
Group A Funds
Fund Name/Name of Class | Name and Address of Owner | Shares Owned | Percentage of Outstanding Shares of Class Owned | |||||||
BlackRock Series Fund, Inc. | ||||||||||
BlackRock Advantage Large Cap Core Portfolio | Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 5,072,273.36 | 69.50 | % | ||||||
Transamerica Advisors Life Insurance Company Variable Account A of Monarch Life Insurance Company 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 897,337.17 | 12.29 | % | |||||||
Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 791,456.11 | 10.84 | % | |||||||
Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 477,651.17 | 6.54 | % | |||||||
BlackRock Balanced Capital Portfolio | Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 24,279,437.00 | 78.74 | % | ||||||
Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 3,080,334.11 | 9.99 | % | |||||||
Transamerica Advisors Life Insurance Company Variable Account A of Monarch Life Insurance Company 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 2,493,402.06 | 8.08 | % | |||||||
BlackRock Capital Appreciation Portfolio | Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 2,704,377.36 | 67.02 | % | ||||||
Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 577,034.02 | 14.30 | % |
Fund Name/Name of Class Name and Address of Owner Transamerica Advisors Life Insurance Company Variable Account A of Monarch Life Insurance Company 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity Separate Account 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Variable Account A of Monarch Life Insurance Company 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity Separate Account 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock Advantage Large Cap Core V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned 450,820.62 11.17 % 248,133.36 6.14 % BlackRock Global Allocation Portfolio 7,746,815.94 63.59 % 2,602,538.96 21.36 % 1,047,285.29 8.59 % BlackRock Government Money Market Portfolio 93,169,808.54 69.81 % 16,928,582.40 12.68 % 12,047,529.08 9.02 % 10,308,452.33 7.72 % BlackRock Variable Series Funds, Inc. BlackRock Advantage Large Cap Core V.I. Fund 4,891,419.01 82.39 %
Fund Name/Name of Class Name and Address of Owner Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock Advantage Large Cap Core V.I. Fund – Class II Shares Nationwide Life Insurance Company NWPP c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 Nationwide Life Insurance Company (NWVL14) c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 BlackRock Advantage Large Cap Core V.I. Fund – Class III Shares Guardian Insurance & Annuity Company Inc. S/A R B Share Attn. Paul Iannelli Mail Station 3 S 3900 Burgess Place Bethlehem, PA 18017-9097 Guardian Insurance & Annuity Company Inc. S/A R L Share Attn. Paul Iannelli Mail Station 3 S 3900 Burgess Place Bethlehem, PA 18017-9097 Guardian Insurance & Annuity Company Inc. S/A R B Shares 2012 Attn. Paul Iannelli Mail Station 3 S 3900 Burgess Place Bethlehem, PA 18017-9097 BlackRock Advantage Large Cap Value V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock Advantage Large Cap Value V.I. Fund – Class II Shares Nationwide Life Insurance Company NWPP C/O IPO PORTFOLIO ACCOUNTING Columbus, OH 43218-2029 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned 451,356.34 7.60 % 122,598.12 71.23 % 49,445.75 28.72 % 6,043,392.68 54.87 % 2,737,698.13 24.85 % 1,654,134.51 15.02 % BlackRock Advantage Large Cap Value V.I. Fund 5,930,536.34 70.45 % 816,140.61 9.69 % 751,309.44 8.92 %
PO Box 182029 537,388.57 91.40 %
Fund Name/Name of Class Name and Address of Owner CMFG Group Variable Annuity Account ANNUITY ACCOUNT BlackRock Advantage Large Cap Value V.I. Fund – Class III Shares Jefferson National Life Insurance Company 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223-0000 Guardian Insurance & Annuity Company Inc. S/A R B Share Mail Station 3 S 3900 Burgess Place Bethlehem, PA 18017-9097 Guardian Insurance & Annuity Company Inc. S/A R L Share ATTN PAUL IANNELLI 3900 Burgess Place Bethlehem, PA 18017-9097 BlackRock Advantage U.S. Total Market V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 American Fidelity Separate Account B 2000 North Classen Blvd. Oklahoma City, OK 73106-6013 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock Advantage U.S. Total Market V.I. Fund – Class II Shares John Hancock Life Insurance Company USA 601 Congress Street, Floor 11 Boston, MA 02210-2804 BlackRock Advantage U.S. Total Market V.I. Fund – Class III Shares GE Life & Annuity Assurance Company 6610 West Broad Street, BLDG 3 5th Floor Richmond, VA 23230-1702 Principal Life Insurance Company 711 High Street Des Moines, IA 50392 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned
ATTN B & C
2000 Heritage Way
Waverly, IA 50677-9208 50,513.11 8.59 % 234,353.29 71.11 %
ATTN PAUL IANNELLI 69,273.25 21.01 %
Mail Station 3 S 25,936.36 7.86 % BlackRock Advantage U.S. Total Market V.I. Fund
Separate Account A 4,557,349.10 48.33 % 2,492,633.35 26.43 % 714,520.53 7.57 %
ATTN NEIL CRONIN 109,834.24 94.66 %
ATTN VARIABLE ACCOUNTING 244,297.94 81.71 %
FBO PRINCIPAL PIVOT SERIES VARIABLE
ANNUITY V2
ATTN INDIVIDUAL LIFE ACCOUNTING 28,529.10 9.54 %
Fund Name/Name of Class Name and Address of Owner BlackRock Basic Value V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-4333 American Fidelity 2000 North Classen Blvd. Oklahoma City, OK 73106-6013 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-4333 Transamerica Life Insurance Company Separate Account VA B 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-4333 BlackRock Basic Value V.I. Fund – Class II Shares John Hancock Life Insurance Company USA 601 Congress Street, Floor 11 Boston, MA 02210-2804 The Manufacturers Life Insurance of 601 Congress Street Location10-194 Boston, MA 02210-2805 BlackRock Basic Value V.I. Fund – Class III Shares GE Life & Annuity Assurance Company 6610 West Broad Street, BLDG 3 5th Floor Richmond, VA 23230-1702 Pacific Select Exec Separate Account of Pacific Life 700 Newport Center Drive Newport Beach, CA 92660-6307 CMFG Group Variable Annuity Account 2000 Heritage Way Waverly, IA 50677-9208 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned BlackRock Basic Value V.I. Fund
Separate Account A 10,517,864.41 44.64 %
Separate Account B 3,557,153.70 15.10 % 2,033,624.82 8.63 % 1,953,626.39 8.29 %
Separate Account A 1,532,167.26 6.50 % 1,286,532.07 5.46 %
ATTN NEIL CRONIN 234,257.55 84.26 %
North America
ATTN GREGORY D’ANGELO 43,741.34 15.73 %
ATTN VARIABLE ACCOUNTING 2,288,917.80 49.75 % 1,238,637.78 26.92 %
ANNUITY ACCOUNT
ATTN B & C 449,379.33 9.76 %
Fund Name/Name of Class Name and Address of Owner GE Capital Life Assurance Company 6610 West Broad Street, BLDG 3 5th Floor Richmond, VA 23230-1702 Midland National Life Separate Account C 4350 Westown Pkwy West Des Moines, IA 50266-1144 BlackRock Capital Appreciation V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-4333 BlackRock Capital Appreciation V.I. Fund – Class III Shares Guardian Insurance & Annuity Company Inc. S/A R B Share Mail Station 3 S 3900 Burgess Place Bethlehem, PA 18017-9097 Separate Account A of 700 Newport Center Drive Newport Beach, CA 92660-6307 Guardian Insurance & Annuity Company Inc. S/A R L Share Mail Station 3 S 3900 Burgess Place Bethlehem, PA 18017-9097 Integrity Life Insurance Company 400 Broadway Street Cincinnati, OH 45202 BlackRock Equity Dividend V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned
of New York
ATTN VARIABLE ACCOUNTING 274,119.65 5.95 % 233,368.05 5.07 % BlackRock Capital Appreciation V.I. Fund 8,570,018.88 71.22 % 2,639,631.40 21.93 %
ATTN PAUL IANNELLI 6,798,323.26 46.73 %
Pacific Life Insurance Company 3,256,207.11 22.38 %
ATTN PAUL IANNELLI 2,465,273.38 16.94 %
MS 24 VA ACCOUNTING 913,045.77 6.27 % BlackRock Equity Dividend V.I. Fund 1,108,662.97 38.36 %
Separate Account A 894,559.54 30.95 %
Fund Name/Name of Class Name and Address of Owner Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock Equity Dividend V.I. Fund – Class III Shares Nationwide Life Insurance Company NWVAII PO Box 182029 Columbus, OH 43218-2029 BlackRock Global Allocation V.I. Fund – Class I Shares LVIP BlackRock Global Allocation 1300 South Clinton Street Fort Wayne, IN 46802-3506 Lincoln National Life Insurance Company 150 North Radnor Chester Road, Suite C120 Radnor, PA 19087-5248 Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Union Bank PO Box 85484 San Diego, CA 92186-5484 BlackRock NVIT Managed One Nationwide Plaza, Suite 4005-02-210V Columbus, OH 43215 BlackRock Global Allocation V.I. Fund – Class II Shares Fidelity Investments Life Insurance Company 100 Salem Street O2N Smithfield, RI 02917-0000 Empire Fidelity Life Insurance Company 100 Salem Street O2N Smithfield, RI 02917-0000 BlackRock Global Allocation V.I. Fund – Class III Shares Separate Account A of Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660-6307 Allianz Life Insurance Company of NA 5701 Golden Hills Drive Minneapolis, MN 55416-1297 Lincoln National Life Insurance Company 150 North Radnor Chester Road, Suite C120 Radnor, PA 19087-5248 New York Life Insurance and Annuity Corporation PO Box 468 Jersey City, NJ 07303-0468 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned 414,574.36 14.34 %
C/O IPO PORTFOLIO ACCOUNTING 18,972,206.70 81.22 % BlackRock Global Allocation V.I. Fund
VI Managed Risk Fund 56,281,403.36 42.24 % 19,911,979.82 14.94 %
Separate Account A 17,693,807.77 13.27 %
FD#0051215721
FBO GLOBAL ATLANTIC TR# 6734307730 14,984,567.38 11.24 %
Global Allocation Fund 13,552,487.70 10.17 % 10,880,409.19 77.13 % 1,897,408.69 13.45 % 122,690,843.39 23.92 % 87,229,608.01 17.01 % 74,213,694.64 14.47 % 43,191,512.70 8.42 %
Fund Name/Name of Class Name and Address of Owner Voya Insurance and Annuity Company One Orange Way Windsor, CT 06095-4774 Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451-7360 GE Life & Annuity Assurance Company 6610 West Broad Street, BLDG 3 5th Floor Richmond, VA 23230-1702 BlackRock Government Money Market V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 AIG Life of Bermuda Ltd. 29 Richmond Road PO Box HM 152 Hamilton HM AX Bermuda Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-4333 BlackRock International V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock iShares® Dynamic Allocation V.I. Fund – Class I Shares Separate Account A of Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660-6307 Separate Account A of Pacific Life and Annuity Insurance Company 700 Newport Center Drive Newport Beach, CA 92660-6307 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned 42,904,577.80 8.36 % 30,110,035.60 5.87 %
ATTN VARIABLE ACCOUNTING 25,919,990.11 5.05 % BlackRock Government Money Market V.I. Fund
Separate Account A 79,338,627.28 66.45 % 20,332,592.57 17.03 %
Separate Account A 9,521,507.10 7.97 % BlackRock International V.I. Fund
Separate Account A 5,866,093.03 67.10 %
Separate Account II 875,680.05 10.01 %
Separate Account 818,588.98 9.36 % BlackRock iShares® Dynamic Allocation V.I. Fund 2,157,407.52 86.41 % 253,952.43 10.17 %
Fund Name/Name of Class Name and Address of Owner BlackRock iShares® Dynamic Allocation V.I. Fund – Class III Shares Massachusetts Mutual Life Insurance 1295 State Street Springfield, MA 01111 Nationwide Life Insurance Company NWVA4 PO Box 182029 Midland National Life Separate Account C 4350 Westown Parkway West Des Moines, IA 50266-1144 American General Life Insurance Company Variable Separate Account (VSA) 2727A Allen Parkway Houston, TX 77498 Principal Life Insurance Company 711 High Street Des Moines, IA 50392 BlackRock Large Cap Focus Growth V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock Large Cap Focus Growth V.I. Fund – Class III Shares AXA Equitable Life Insurance Company 1290 Avenue of the Americas FMG New York, NY 10019 Jefferson National Life Insurance Company 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223-0000 GE Life & Annuity Assurance Company 6610 West Broad Street, BLDG 3 5th Floor Richmond, VA 23230-1702 BlackRock Managed Volatility V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned
MM SE2 VARIABLE PRODUCTS 88,220.54 25.72 %
C/O IPO PORTFOLIO ACCOUNTING
Columbus, OH 43218-2029 82,165.44 23.95 % 65,628.99 19.13 %
Attn Variable Products Accounting 42,498.50 12.39 %
FBO Principal Pivot Series Variable
Annuity V2
Attn Individual Life Accounting 29,696.78 8.65 % BlackRock Large Cap Focus Growth V.I. Fund
Separate Account A 4,515,808.55 70.50 %
Separate Account II 711,367.56 11.10 %
SEPARATE ACCOUNT 70 3,912,955.68 76.04 % 552,352.86 10.73 %
ATTN VARIABLE ACCOUNTING 360,999.85 7.01 % BlackRock Managed Volatility V.I. Fund
Separate Account A 727,588.48 77.93 %
Fund Name/Name of Class Name and Address of Owner Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock Managed Volatility V.I. Fund – Class III Shares Hartford Life and Annuity Insurance Company PO Box 2999 Hartford, CT 06104-2999 Hartford Life Insurance Company PO Box 2999 Hartford, CT 06104-2999 Forethought Life Insurance Company 300 North Meridian Street, Suite 1800 Indianapolis, IN 46204 BlackRock S&P 500 Index V.I. Fund – Class I Shares Hartford Life and Annuity Insurance Company PO Box 2999 Hartford, CT 06104-2999 Hartford Life Insurance & Annuity PO Box 2999 Hartford, CT 06104-2999 Hartford Life Insurance Company PO Box 2999 Hartford, CT 06104-2999 Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 The Hartford One Hartford Plaza Hartford, CT 06155 Union Security Insurance Company PO Box 2999 Hartford, CT 06104 BlackRock S&P 500 Index V.I. Fund – Class II Shares Forethought Life Insurance Company 300 North Meridian Street, Suite 1800 Indianapolis, IN 46204 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned
Separate Account A 102,108.54 10.93 %
Separate Account 53,880.60 5.77 %
ATTN UIT OPERATIONS 15,209,683.25 80.26 %
ATTN UIT OPERATIONS 2,207,934.40 11.65 %
SEPARATE ACCOUNT A 1,530,905.29 8.07 % BlackRock S&P 500 Index V.I. Fund
ATTN UIT OPERATIONS 6,551,181.04 16.71 % 6,148,167.16 15.68 %
ATTN UIT OPERATIONS 5,713,290.24 14.57 %
Separate Account A 5,220,309.24 13.31 % 4,829,745.64 12.32 %
SEPARATE ACCT NON REG 3,048,032.84 7.77 %
SEPARATE ACCOUNT A 106,584.85 54.62 %
Fund Name/Name of Class Name and Address of Owner Nationwide Life Insurance Company NWPP PO Box 182029 Columbus, OH 43218-2029 BlackRock S&P 500 Index V.I. Fund – Class III Shares The Hartford One Hartford Plaza Hartford, CT 06155 Hartford Life and Annuity Insurance Company Hartford, CT 06104-2999 Fund/Portfolio Name/Name of Class1 Name and Address of Owner BlackRock Series Fund II, Inc. BlackRock High Yield Portfolio BlackRock High Yield Portfolio Transamerica Life Ins. Co. Merrill Lynch Variable Life Separate Account II 4333 Edgewood Rd. NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Life Ins. Co. Merrill Lynch Variable Life Separate Account 4333 Edgewood Rd. NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Life Ins. Co. Variable Account A of Monarch Life Insurance Company 4333 Edgewood Rd. NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Life Separate Account 4333 Edgewood Rd. NE MS 4410 Cedar Rapids, IA 52499-0000 BlackRock Variable Series Funds II, Inc. BlackRock High Yield V.I. Fund BlackRock High Yield V.I. Fund – Class I Shares Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029 Transamerica Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Mac & Co FBO Model Portfolio 500 Grant Street, Room 151-1010 Pittsburgh, PA 15258 Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned
C/O IPO PORTFOLIO ACCOUNTING 88,525.64 45.37 % 12,044,585.67 76.88 %
ATTN UIT OPERATIONS
PO Box 2999 2,995,900.87 19.12 % Shares Owned Percentage of
Outstanding
Shares of
Class Owned 2,650,736.88 60.01% 775,919.07 17.57% 554,484.64 12.55% 390,130.54 8.83% 8,235,100.17 21.28% 5,724,161.83 14.79% 3,762,291.29 9.72% Mac & Co FBO Aggressive Model Portfolio 500 Grant Street, Room 151-1010 Pittsburgh, PA 15258 3,520,722.44 9.10% 3,362,718.20 8.69%
Group B FundsG-1
Fund Name/Name of Class | Name and Address of Owner | Shares Owned | Percentage of Outstanding Shares of Class Owned | |||||||
BlackRock Series Fund II, Inc. | ||||||||||
BlackRock High Yield Portfolio | Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 3,748,973.09 | 66.24 | % | ||||||
Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 1,059,957.18 | 18.73 | % | |||||||
Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 460,521.66 | 8.13 | % | |||||||
Transamerica Advisors Life Insurance Company Variable Account A of Monarch Life Insurance Company 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 344,818.00 | 6.09 | % | |||||||
BlackRock U.S. Government Bond Portfolio | Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account II 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 3,650,748.78 | 69.18 | % | ||||||
Transamerica Advisors Life Insurance Company Merrill Lynch Variable Life Separate Account 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 836,506.99 | 15.85 | % | |||||||
Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 461,452.08 | 8.74 | % |
Fund Name/Name of Class Name and Address of Owner Transamerica Advisors Life Insurance Company Variable Account A of Monarch Life Insurance Company 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock High Yield V.I. Fund – Class I Shares Nationwide Life Insurance Company NWPP c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Hartford Life Insurance Company PO Box 2999 Hartford, CT 06104-2999 Nationwide Life Insurance Company NWVLI4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 BlackRock High Yield V.I. Fund – Class III Shares New York Life Insurance and Annuity Corporation PO Box 468 Jersey City, NJ 07303-0468 Nationwide Life Insurance Company NWVAII PO Box 182029 Columbus, OH 43218-2029 Jefferson National Life Insurance Company 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223-0000 Security Benefit Life Variable Annuity Account XIV 1 Security Benefit Place Topeka, KS 66636-0001 BlackRock Total Return V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned 298,318.08 5.65 % BlackRock Variable Series Funds II, Inc. BlackRock High Yield V.I. Fund 9,946,392.19 36.51 % 8,324,659.04 30.56 % 2,954,589.52 10.84 % 1,483,889.32 5.44 % 1,411,840.08 5.18 % 26,396,220.11 62.02 % 5,348,563.34 12.56 % 3,796,062.15 8.91 % 3,112,769.56 7.31 % BlackRock Total Return V.I. Fund 6,920,660.84 56.67 %
Fund Name/Name of Class Name and Address of Owner Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock Total Return V.I. Fund – Class III Shares Nationwide Life Insurance Company NWVAII PO Box 182029 Columbus, OH 43218-2029 BlackRock U.S. Government Bond V.I. Fund – Class I Shares Transamerica Advisors Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 BlackRock U.S. Government Bond V.I. Fund – Class III Shares Jefferson National Life Insurance Company 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223-0000 Jefferson National Life Insurance Company of New York Attn. Carla Higgs 10350 Ormsby Park Place Louisville, KY 40223-0000 Forethought Life Insurance Company Separate Account A 300 North Meridian Street, Suite 1800 Indianapolis, IN 46204 Shares
Owned Percentage
of
Outstanding
Shares of
Class Owned 3,923,281.79 32.12 % 623,954.15 5.10 % 24,820,722.61 94.14 % BlackRock U.S. Government Bond V.I. Fund 5,137,987.92 89.90 % 358,068.85 6.26 % 230,118.90 80.93 % 36,566.96 12.86 % 15,663.82 5.50 %
[FORM OF PROXY CARD]
Fund/Portfolio Name/Name of Class1 | Name and Address of Owner | Shares Owned | Percentage of Outstanding Shares of Class Owned | |||||||
Transamerica Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 2,104,501.51 | 5.44% | ||||||||
BlackRock High Yield V.I. Fund – Class III Shares | New York Life Insurance and Annuity Corporation P.O. Box 468 Jersey City, NJ 07303-0468 | 59,111,678.25 | 71.29% | |||||||
Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029 | 10,190,955.59 | 12.29% | ||||||||
Jefferson National Life Insurance Company 10350 Ormsby Park Pl, Ste 600 Louisville, KY 40223-0000 | 6,491,171.37 | 7.83% | ||||||||
BlackRock Total Return V.I. Fund | ||||||||||
BlackRock Total Return V.I. Fund – Class I Shares | State Farm Life Insurance Company Variable Annuity Separate Account 1 State Farm Plaza D2 Bloomington, IL 61710-0001 | 5,491,612.41 | 29.97% | |||||||
Transamerica Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 | 4,674,285.29 | 25.51% | ||||||||
State Farm Life Insurance Company Variable Life Separate Account 1 State Farm Plaza D2 Bloomington, IL 61710-0001 | 3,370,477.38 | 18.39% | ||||||||
Transamerica Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 | 2,919,352.09 | 15.93% | ||||||||
BlackRock Total Return V.I. Fund – Class III Shares | Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029 | 50,249,475.64 | 78.15% | |||||||
Thrivent Variable Annuity Account I 625 4th Ave S Minneapolis MN 55415-1624 | 8,046,562.81 | 12.51% | ||||||||
Jefferson National Life Insurance Company 10350 Ormsby Park Pl, Ste 600 Louisville, KY 40223-0000 | 3,385,764.26 | 5.27% |
| The Portfolios of series Funds are set forth below the name of the applicable Fund. |
G-2
Insurance_0923
BlackRock Funds PO Box 43131 Providence, RI 02940-3131 FUND BlackRock High Yield Portfolio PROXY CARD BLACKROCK FUNDS JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of the Fund listed above, hereby appoints Benjamin Archibald,Janey Ahn, Jay M. Fife and Charles Park,Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, on the reverse side hereof, all of the shares of the below named FundsFund listed above that the undersigned is entitled to vote at the Joint Special MeetingsMeeting of Shareholders of the FundsFund to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 21, 20189, 2023 at 10:30 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special MeetingsMeeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS,THE PROPOSAL, THIS PROXY WILL BE VOTED “FOR ALL” FOR EACH“FOR” SUCH PROPOSAL.
IN THEIR DISCRETION, VOTE VIA THE PROXIES ARE AUTHORIZED TOINTERNET: www.proxy-direct.com VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED ATVIA THE JOINT SPECIAL MEETINGS OF SHAREHOLDERS OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF.
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TELEPHONE: 1-800-337-3503 BHP_33515_090523 PLEASE REVIEW THE OTHER SIDE OF THIS CARD FOR YOUR PROPOSALS.
THANK YOU FOR PARTICIPATING, YOUR VOTE IS IMPORTANT!
THIS PROXY CARD IS VALID ONLY WHEN SIGNEDSIGN AND DATEDDATE ON THE REVERSE SIDE. xxxxxxxxxxxxxx code
BAL_30203_092518
THE BOARD OF DIRECTORS OF EACH APPLICABLETHE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS AS APPLICABLE, “FOR” EACH OF THE APPLICABLE BOARD NOMINEES.
NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:☒
1(a). X Proposal To elect fifteenfour Board Nominees to the board of directors of the Group A Funds.
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Fund. ☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐ 03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐ | ||||||||||||||
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To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on November 9, 2023. The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at: https://www.proxy-direct.com/blk-33515 Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx BHP 33515 xxxxxxxx
BlackRock Funds PO Box 43131 Providence, RI 02940-3131 FUND BlackRock High Yield V.I. Fund PROXY CARD BLACKROCK FUNDS JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:30 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR THE PROPOSAL, THIS PROXY WILL BE VOTED “FOR” SUCH PROPOSAL. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BHY_33515_090523 PLEASE SIGN AND DATE ON THE REVERSE SIDE. xxxxxxxxxxxxxx code
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Proposal To elect four Board Nominees to the board of directors of the Fund. ☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐ 03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐ To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on November 9, 2023. The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at: https://www.proxy-direct.com/blk-33515 Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, BlackRock Funds PO Box 43131 Providence, RI 02940-3131 FUND BlackRock Total Return V.I. Fund PROXY CARD BLACKROCK FUNDS JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:30 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR THE PROPOSAL, THIS PROXY WILL BE VOTED “FOR” SUCH PROPOSAL. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BTR_33515_090523 PLEASE SIGN AND DATE ON THE REVERSE SIDE. xxxxxxxxxxxxxx code THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Proposal To elect four Board Nominees to the board of directors of the Fund. ☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐ 03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐ To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on November 9, 2023. The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at: https://www.proxy-direct.com/blk-33515 Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx BTR 33515 xxxxxxxx |
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