Payment of Filing Fee (Check the appropriate box): ☒ No fee required. | | | | | | | | ☒ | | No fee required. | | | ☐ | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | | | | | | (1) | | Title of each class of securities to which transaction applies:
| | | (2) | | Aggregate number of securities to which transaction applies:
| | | (3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| | | (4) | | Proposed maximum aggregate value of transaction:
| | | (5) | | Total fee paid:
| | | ☐ | | Fee paid previously with preliminary materials. | | | | | | | ☐ | | Check box if any part of the fee is offset as provided Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.0-11. | | | | | | (1) | | Amount Previously Paid:
| | | | | | (2) | | Form, Schedule or Registration Statement No.:
| | | | | | (3) | | Filing Party:
| | | | | | (4) | | Date Filed:
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BLACKROCK VARIABLE SERIES FUNDS II, INC.
100 Bellevue Parkway
Wilmington, Delaware 19809
September 14, 202118, 2023 Dear Contract Holder: You are cordially invited to attend aA joint special meeting of shareholders of the BlackRock Total Return V.I.Series Fund (the “Fund”), a series ofII, Inc. and BlackRock Variable Series Funds II, Inc. (the “Corporation”(each, a “Fund,” and collectively, the “Funds”), to will be held on Tuesday, October 26, 2021Thursday, November 9, 2023, at 10:30 a.m. (Eastern time) (the “Meeting”). Because of our concerns regarding to consider and vote on the coronavirus disease (COVID-19) pandemic,proposal 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 Fund,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 the Funda Portfolio attributable to your Contract should be voted.
The Funds and the Portfolios are set forth on Appendix A to the enclosed joint proxy statement. You have received this letter and joint proxy statement because you were invested in the Funda Portfolio through at least one Contract issued by an Insurance Company on August 27, 2021September 11, 2023 (the “Record Date”). The purpose of the Meeting, as described in the enclosed joint proxy statement, is to seek shareholder approval of the proposals described in more detailfour nominees named in the enclosed joint proxy statement. Shareholdersstatement (the “Board Nominees”) to the Board of Directors (each, a “Board,” the members of which are referred to as “Board Members”) of each Fund. Each Board has unanimously approved the four Board Nominees on behalf of each of the FundFunds that the Board oversees, subject to approval by the applicable Fund’s shareholders. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that their election would be in your best interest. Please note that separate joint proxy statements are being askedsent to approve the amendment or elimination of certainshareholders of the Fund’s fundamental investment restrictions and an amendment to the bylaws of the Corporation to reflect the amendment of such fundamental investment restrictions with respect to the Fund, subject to shareholder approval of an amendment to the bylaws of the Corporation to remove fundamental policies and all references theretofunds in the bylaws with respect to the Fund (as described below). In order to change investment restrictionsBlackRock Fixed-Income Complex that are fundamental,not designed for sale through insurance company separate accounts (collectively, the “Non-Insurance Funds”) and to shareholders of BlackRock Hedge Fund Guided Portfolio Solution (“GPS”), a closed-end management investment company registered under the Investment Company Act requires shareholder approval. The proposed amendments to the fundamental investment restrictionsof 1940, as amended, that is part of the Fund are intended to provide the Fund with greater investment flexibility to pursue its investment objective and strategies and/or respond to a changing regulatory and investment environment and to eliminate a fundamental investment restriction that is not required by the Investment Company Act.
Shareholders of the FundBlackRock Fixed-Income Complex, who are also being asked to approve an amendmentvote on the election of the applicable Board Nominees to the bylawsboards of
directors/trustees of their fund. If you were also a shareholder of record of one or more Non-Insurance Funds or of GPS on the CorporationRecord Date, you will receive a separate joint proxy statement, proxy card(s) or voting instruction form(s) for such fund(s). Each Contract holder should provide voting instructions to remove fundamental policies and all references theretovote by telephone or via the Internet with respect to the Fund. If such proposal is approved, the amendment to the bylawseach fund in which you are a shareholder of the Corporation to reflect the amendment of the Fund’s fundamental investment restrictions would not be adopted.record or sign, date and return each proxy card and/or voting instruction form you receive. The Board of Directors of the Corporation has approved and recommendresponsible for your Fund unanimously recommends that you providesubmit voting instructions “FOR” the election of each of the proposalsapplicable Board Nominees. In connection with respectyour voting instructions, we urge you to read the Fund.full text of the enclosed joint proxy statement. IWe encourage you to carefully review the enclosed materials, which explain these proposalsthe proposal 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):
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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 Fund’sFunds’ 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 theeach voting instruction form(s)form you receive, and if received by mail, 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 regardingabout the enclosed proxy materialsproposal to be voted on or need assistancethe virtual Meeting, please call Computershare, the firm assisting us in providing voting instructions, please contact the Fund’s proxy solicitor, Computershare Fund Services,solicitation of proxies, toll free at (866) 650-3710.866-963-6132.
Sincerely, John M. PerlowskiJaney Ahn
President and Chief Executive OfficerSecretary of the CorporationFunds
BLACKROCK VARIABLE SERIES FUNDS II, INC.
100 Bellevue Parkway, Wilmington, Delaware 19809
50 Hudson Yards, New York, NY 10001 - 2 -
IMPORTANT INFORMATION FOR FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed joint proxy statement, for BlackRock Total Return V.I. Fund (the “Fund”), a series of BlackRock Variable Series Funds II, Inc. (the “Corporation”), for your convenience we have provided a brief overview of the proposalsmatters to be voted on. Questions and Answers Q.Q: | | Why am I receiving thisthe joint proxy statement? |
A.A: | A
| The Funds are holding a joint special meeting of shareholders for the election of four Board Nominees to the Board of the Fund (the “Meeting”) will be heldapplicable 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 Tuesday, October 26, 2021 at 10:30 a.m. (Eastern time). |
Sharespage 8 of the Fund 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 the 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 proxy statement because you are invested in the Fund through a Contract issued by an Insurance Company.
The enclosed proxy statement describes proposals to make certain changes to the Fund’s investment restrictions that will be voted on at the Meeting. Because you were invested in the Fund through at least one Contract issued by an Insurance Company as of the close of business on August 27, 2021 (the “Record Date”), you have the right to instruct the applicable Insurance Company as to the manner in which the shares of the Fund attributable to your Contract should be voted.
Q. | What am I being asked to provide voting instructions “FOR” in the joint proxy statement?
statement identify the current Board Members and the Board Nominees for each Fund. |
A. | Shareholders
| Shares of the FundFunds are being askedsold to approve the amendment or elimination ofseparate accounts established by certain of the Fund’s fundamental investment restrictionsinsurance companies (“Insurance Companies”) to fund variable annuity and an amendment to the bylaws of the Corporation to reflect the amendment of such fundamental investment restrictions, subject to shareholder approval of Proposal 2 (as defined below) (collectively, “Proposal 1”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 lists the specific fundamental investment restrictions on which Insurance Companiesbecause you are being asked to vote and Contract holders are being asked to provide voting instructions. Shareholdersinvested in one or more series of the Fund are also being asked to approveFunds (each, a “Portfolio”) through a Contract issued by an amendment to the bylaws of the Corporation to remove fundamental policies and all references thereto with respect to the Fund (“Proposal 2”).Insurance Company. |
Q.Q: | What is
| Why are the Funds holding a fundamental investment policy?meeting to elect Board Members at this time? |
A.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 “Investment Company“1940 Act”), requires registered investment companies,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 asvacancy, at least two-thirds of the directors/trustees then holding office have been elected by shareholders. The 1940 Act also requires a fund to hold a meeting for the purpose of electing directors/trustees if at any time less than a majority of the directors/trustees were elected by shareholders of the fund. Because three of the ten current Board Members of each Fund to have certain specific investment policies that can be changed only withwere appointed by the then-existing Board Members and not elected by shareholders, the Funds are currently prohibited by the 1940 Act from appointing new Board Members without shareholder approval. Investment companies may also elect to designate other policies that may be changed only with a shareholder vote. Both typesThe election of policies are often referred to as fundamental policies. (In this overview and the enclosed proxy statement, the word “restriction” is sometimes used to describe a policy.) |
Some fundamental policies were adopted in the past by the Fund to reflect certain regulatory, business or industry conditions which are no longer in effect. In addition, certain of the policies of the Fund that remain required by law are more restrictive than the law requires. As a result, many of the current restrictions unnecessarily limit the investment strategies available to BlackRock Advisors, LLC (“BlackRock”) in managing the assets of the Fund.
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Q. | How do the proposed changesBoard Nominees to the Fund’s fundamental investment policies benefitBoards by shareholders would result in all of the Board Members of the Funds having been elected by shareholders, which would provide the Boards with more flexibility when a future vacancy exists on the Boards as a result of a Board Member’s retirement or resignation or otherwise or when the Boards desire to expand the breadth and indirectly, Contract holders?
depth of the Boards by adding one or more Board Members. |
A.Q: | Changes to
| How do the fundamental investment policiesBoards of the Fund as proposed in Proposal 1 are intended to benefit the Fund and its shareholders in the following ways: (i) each of these changes is designed to provide the Fund with greater investment flexibility to pursue its investment objective and principal investment strategies and/or respond to a changing regulatory and investment environment; and (ii) by reducing to a minimum those policiesFunds recommend that can be changed only by shareholder vote, the Fund in the future may be able to avoid the costs and delay associated with holding shareholder meetings to address issues relating to fundamental investment policies. |
While Proposal 1 is intended to, among other things, provide BlackRock with greater flexibility in managing the Fund, if approved, the Fund will continue to be managed subject to the applicable limitations imposed by the Investment Company Act and the rules and interpretive guidance provided thereunder, as well as the Fund’s investment objective, strategies and policies. Although in the near term the Fund may take advantage of the greater flexibility provided by the amendment of certain of its current investment restrictions, unless otherwise disclosed in the enclosed proxy statement, the Fund will continue to be managed pursuant to its current investment guidelines and Fund management does not anticipate material changes to the Fund’s principal investment strategies.
Q. | Why is the Board of Directors of the Corporation (the “Board”) recommending the changes contemplated by the proposals?
I submit voting instructions? |
A.A: | With respect to Proposal 1, as noted above,
| “FOR” each Board Nominee—the proposed changes toBoards have reviewed the fundamental investment restrictionsqualifications and backgrounds of the Fund are intended to provide the Fund with greater investment flexibility to pursue its investment objectiveBoard Nominees and strategies and/or respond to a changing regulatorybelieve that their election is in your best interest and investment environment and to eliminate a fundamental investment restrictionunanimously recommend that is not required by the Investment Company Act. Moreover, the proposed changes will generally align the fundamental policies of the Fund with those of other registered funds managed by BlackRock. |
With respect to Proposal 2, the proposed changes to the Corporation’s bylaws will remove fundamental policies and references thereto with respect to the Fund, which are not required to be included in the Corporation’s bylaws under the Investment Company Act or Maryland law.
Q. | What will happen if Contract holders do not approve the proposals?
|
A. | If Contract holders do not approve a proposed change to an investment restriction in Proposal 1, the applicable current fundamental investment restriction will remain in effect.
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If Contract holders do not approve Proposal 1 but do approve Proposal 2, the fundamental policies and references thereto with respect to the Fund will be removed from the Corporation’s bylaws. If Contract holders of the Fund do not approve Proposal 2 but do approve Proposal 1, then the Corporation’s bylaws will be amended to reflect the amended fundamental investment restrictions with respect to the Fund, as applicable. If neither Proposal 1 nor Proposal 2 is approved by Contract holders, no changes will be made to the Corporation’s bylaws.
Q. | How does the Board suggest I provide voting instructions in connection with the proposals?
|
A. | The proposals cannot be effected without shareholder approval. The Board has approved each proposal. The Board believes the proposals are in the best interests of the Fund and recommends that you submit voting instructions ““FOR” FOR” each of the proposals.
Board Nominee. |
Q. | Who may vote on the proposals?
|
A. | Any person who was invested in the Fund through at least one Contract issued by an Insurance Company on the Record Date is entitled to provide voting instructions to the Insurance Company on the proposals. With
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| Q: | respect to each proposal, you may provide voting instructions for one vote for each share attributable to your Contract and a fractional vote for each fractional share attributable to your Contract on the Record Date. |
Q. | Will my voting instructions make a difference? |
A.A: | | Yes. YES. Your voting instructions are very important and can make a difference in the governance and management of the Fund,your Fund(s), no matter how many shares are attributable to your Contract. If manyWe encourage all Contract holders fail to provideparticipate in the governance of the Fund(s) in which their Contracts have an interest. Your voting instructions can help ensure that the Fund may not receive enough votes to hold the Meeting. If this happens, weBoard Nominees will need to solicit voting instructions again or take other action pursuant to the direction of the Board.be elected. |
Q.Q: | Who is paying for preparation, printing and mailing of the proxy statement and the solicitation of proxies?
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A. | It is anticipated that the total expenses of preparing, printing and mailing the proxy statement, soliciting and tabulating proxies, and related legal expenses will be approximately $29,000. These expenses will be borne by the Fund.
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Q. | When and where will the Meeting be held?
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A. | The Meeting will be held on Tuesday, October 26, 2021 at 10:30 a.m. (Eastern time). Because of our concerns regarding the COVID-19 pandemic, the Meeting will be held in a virtual meeting format only.
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Q. | How do I submit voting instructions? |
A.A: | | Submittingvoting instructions is quick and easy. Everything you need is enclosed. You maycan 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 phone, internettelephone or mail.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. |
To submit voting instructions by mail, please mark your vote on the enclosed voting instruction form(s) and sign, date and return the card/form in the postage-paid envelope provided.
To submit voting instructions by telephone or over the Internet, please have the voting instruction form(s) in hand and call the toll-free telephone number listed on the form(s) or go to the website address listed on the form(s) and follow the instructions.
Whichever voting instructions method you choose, please take the time to read the full text of the enclosed proxy statement before you submit voting instructions.
Q.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.A: | | If you need more information, or have any questions about providing voting, instructions, please call Computershare, the Fund’s proxy solicitor Computershare Fund Services, toll freefor the Funds, toll-free at (866) 650-3710.866-963-6132. |
Q. | Will anyone contact me?
| Submitting voting instructions immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your voting instructions. |
A. | You may receive a call to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to provide voting instructions.
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Please submit voting instructions now. Your voting instructions are important. | 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.
To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to indicate your voting instructions on the voting instructions form(s), if received by mail, date and sign it and return it 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” each of the proposals.
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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 OCTOBER 26, 2021. NOVEMBER 9, 2023. THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT: WWW.PROXY-DIRECT.COM/BLK-32307BLK-33515 iv
BLACKROCK VARIABLE SERIES FUNDS II, INC.
100 Bellevue Parkway
Wilmington, Delaware 19809
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 26, 2021NOVEMBER 9, 2023 To the Shareholders: NOTICE IS HEREBY GIVEN that aA joint special meeting of the shareholders of the funds advised by BlackRock Total Return V.I. Fund (the “Fund”Advisors, LLC (“BlackRock”), set forth below (each, a series of BlackRock Variable Series Funds II, Inc. (the “Corporation”“Fund,” and collectively, the “Funds”), will be held on Tuesday, October 26, 2021Thursday, November 9, 2023, at 10:30 a.m. (Eastern time) (the “Meeting”), to consider and vote on the following proposals (each, a “Proposal” and collectively, the “Proposals”),proposal set forth below, as more fully described in the accompanying joint proxy statement.
Because of our concerns regarding the COVID-19 pandemic, the 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 1. | | Shareholders Entitled to Vote | | PROPOSAL 1 | | To approveelect four Board Nominees to the amendment or elimination, as applicable,board of certaindirectors of the Fund’s fundamental investment restrictions and an amendment toFunds. | | Shareholders of the Corporation’s bylaws to reflect the amendment of such fundamental investment restrictionsFunds listed below, with respect to thetheir Fund, as follows:with shareholders of all series of a Fund voting together. | | | | | | A. | | To approvetransact such other business as may properly come before the amendment of the fundamental investment restriction regarding concentration | | | | | | B. | | To approve the amendment of the fundamental investment restriction regarding borrowing | | | | | | C. | | To approve the amendment of the fundamental investment restriction regarding the issuance of senior securities and an amendment to the Corporation’s bylaws to reflect the amendment of such fundamental investment restriction with respect to the Fund | | | | | | D. | | To approve the amendment of the fundamental investment restriction regarding investing in real estate | | | | | | E. | | To approve the amendment of the fundamental investment restriction regarding underwriting and an amendment to the Corporation’s bylaws to reflect the amendment of such fundamental investment restriction with respect to the Fund | | | | | | F. | | To approve the amendment of the fundamental investment restriction regarding investing in commodities | | | | | | G. | | To approve the amendment of the fundamental investment restriction regarding lending | | | | | | H. | | To approve the elimination of the fundamental investment restriction regarding investing for the purpose of exercising controlMeeting or management | | | Proposal 2. | | To approve an amendment to the Corporation’s bylaws to remove fundamental policies and all references thereto with respect to the Fundany adjournments, postponements or delays thereof. |
To transact such other business as may properly come beforeThe 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 any adjournments, postponementsunanimously 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 delays thereof.provide voting instructions, “FOR” the election of each Board Nominee to the Board of your Fund(s). i
Shareholders of record of thea Fund as of the close of business on August 27, 2021September 11, 2023 (the “Record Date”) are entitled to notice of and to vote at the Meeting and at any adjournments, postponements or postponementsdelays thereof. Separate accounts of life insurance companies (“Insurance Companies”) are the only shareholders of the Fund.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 thea Fund is entitled to instruct the applicable Insurance Company on how to vote the shares attributable to the Contract. After careful consideration, the BoardIf shares in more than one series of Directorsa Fund (each such series, a “Portfolio”) were attributable to a Contract as of the Corporation recommends that you vote, and/orRecord Date, the Contract holder may receive more than one voting instruction form. Each Contract holder should provide voting instructions “FOR”by telephone or via the Internet with respect to each ofPortfolio attributable to their Contract or sign, date and return each voting instruction form received in the Proposals.enclosed postage-paid return envelope.
If you have any questions regardingabout the enclosed proxy materials or need assistance in voting your shares,proposal to be voted on, please contact the Fund’s proxy solicitor,call Computershare Fund Services, toll freethe firm assisting us in the solicitation and tabulation of proxies, toll-free at (866) 650-3710.866-963-6132. By orderOrder of the Board of Directors,Boards, Janey Ahn Secretary of the CorporationFunds September 14, 202150 Hudson Yards, New York, NY 10001
BLACKROCK VARIABLE SERIES FUNDS II, INC.
100 Bellevue Parkway, Wilmington, Delaware 19809
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 |
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| 1 | | The Funds (Registrants) are listed in bold in this table. The Portfolios (series of Funds) are indicated in the list by an entry below the Registrant’s name. The shares of all of the Portfolios that are series of the same Fund will be voted together as a single class with respect to the election of the Board Nominees of that Fund. |
TABLE OF CONTENTS
BLACKROCK VARIABLE SERIES FUNDS II, INC.
100 Bellevue Parkway Wilmington, Delaware 19809
JOINT SPECIAL MEETING OF SHAREHOLDERS To Be Held on October 26, 2021TO BE HELD ON NOVEMBER 9, 2023
JOINT PROXY STATEMENT This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies on behalfby the boards of directors (each, a “Board” and the members of which are referred to as “Board Members”) of each of the Boardregistrants advised by BlackRock Advisors, LLC (“BlackRock”) listed in Appendix A to this Proxy Statement (each, a “Fund,” and collectively, the “Funds”) for the election of Directors (the “Board”), of BlackRock Variable Series Funds II, Inc. (the “Corporation”) in connection withdirectors. The proxies will be voted at the joint special meeting (the “Meeting”) of shareholders of BlackRock Total Return V.I. Fundthe Funds (the “Fund”“Meeting”), a series of the Corporation, and at any and all adjournments, postponements or delays thereof, for the purpose of votingthereof. The Meeting will take place on the proposals described in this Proxy Statement (each, a “Proposal” and collectively, the “Proposals”). The proxies will be votedThursday, November 9, 2023, at the Meeting and at any and all adjournments or postponements thereof.
Because of our concerns regarding the COVID-19 pandemic, the10:30 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 four nominees to the Board of each Fund (collectively, the “Board Nominees”).
The CorporationBoard 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 September 18, 2023, or an 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”), which is expected to be mailed on or about September 18, 2023. Each Fund is organized as a Maryland corporation (each, a “Maryland Corporation”) and each is anopen-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company“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. The Board has fixedEach Fund’s fiscal year end is December 31.
Shareholders of record of a Fund as of the close of business on August 27, 2021 as the record dateSeptember 11, 2023 (the “Record Date”) for the determination of shareholders of the Fundare entitled to notice of and to vote at the Meeting and any and all adjournments, postponements or any adjournments or postponementsdelays thereof. Distribution Shareholders of the Funds on the Record Date are entitled to the voting rights set forth on Appendix A, with no shares having cumulative voting rights. The quorum and voting requirements for Proposal 1 for each Fund are also set forth in Appendix A. For each Fund, a quorum of the shareholders of this Proxy Statement andsuch Fund as a whole, inclusive of the accompanying materials will commence on or about September 14, 2021.shareholders of each Portfolio of such Fund, is required in order to take any action at the Meeting as applicable to that particular Fund.
Shares of theeach 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 theeach 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 1
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 thea 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 theeach 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 Portfolio as of the close of business on the Record Date are shown in Appendix 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 a Portfolio of the Fund, except as set forth in Appendix G. 1
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 do not expect to be present at the Meeting, please vote your proxy and/or provide voting instructionsowned shares in accordance with the instructions includedmore than one Portfolio on the enclosedRecord Date, you may receive more than one proxy card (oror voting instruction form).form. Even if you plan to attend the Meeting, please indicate your voting instructions, sign, date and return theEACH proxy card and/or voting instruction form you receive or, provide voting instructions by telephone or over the Internet. Ifif you provide voting instructions by telephone or overvia the Internet, please vote on the proposal affecting EACH Portfolio 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 (orcard(s), voting instruction form).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 siteswebsite 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 postponementsdelays 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,proposal, the shares will be voted ““FOR” FOR” the Proposal.proposal. Shareholders who execute a proxyproxies 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 subsequently datedduly executed proxy by mail, telephone or the Internet,bearing a later date, or by attending the Meeting and voting.voting 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 youryou hold shares are held bythrough a bank, broker-dealerbroker, financial intermediary or other third-partynominee, please consult your bank, broker, financial intermediary who holdsor other nominee regarding your shares of record, you must provideability to revoke voting instructions toafter such financial intermediary in order to vote your shares.instructions have been provided. If your shares in thea Fund are registered in your name, you may attend and participate in the Meeting at https://meetnow.global/MJLQLHVMX9AUM2 by entering the control number found in the shaded box on 2
your proxy card on the date and time of the Meeting. You may vote during the Meeting by following the instructions that will be available on the Meeting website during the Meeting. If you are a beneficial shareholder of thea Fund (that is if you hold your shares of thea Fund through a bank, broker, financial intermediary or other nominee) you will not be able to vote at the virtual Meeting unless you have registered 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 email address to Computershare Fund Services (“Computershare”), the Fund’sFunds’ 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 confirmation email from Computershare Fund Services of your registration and a control number and security code that will allow you to vote at the Meeting. Even if you plan to participate 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. The Meeting will provide shareholders with a meaningful opportunity to participate, including the ability to ask questions of management. To support these efforts, the Fund will:
Provide for shareholders to begin logging into the Meeting at 10:00 a.m. (Eastern Time) on Tuesday, October 26, 2021, thirty minutes in advance of the Meeting.
Permit shareholders attending the Meeting to submit questions via live webcast during the Meeting by following the instructions available on the meeting website during the Meeting. Questions relevant to Meeting matters will be answered during the Meeting, subject to time constraints.
Engage with and respond to shareholders who ask questions relevant to Meeting matters that are not answered during the Meeting due to time constraints.
Copies of theeach Fund’s most recent annual report and semi-annual reports are availablereport can be obtained on BlackRock’sa website maintained by BlackRock, Inc., at www.blackrock.com and the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov. In addition, the. Each Fund will furnish, without charge, a copy of the Fund’sits annual report and 2
a copy of its most recent semi-annual report succeeding the annual report, if any, to anya shareholder upon request. Such requestsAny such request should be directed to BlackRock, Inc. by calling (800) 441-7762 or by writing to the respective Fund at 100 Bellevue Parkway, Wilmington, Delaware 19809, or by calling toll freeP.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 at (800) 441-7762.www.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 thea 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 as toon how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the Pennsylvania address andor phone number set forth above. Pursuant to a request, a separate copy will be delivered promptly. 3
SUMMARY OF PROPOSAL AND FUNDS VOTING The following table showslists each Proposalproposal described in this Proxy Statement on whichand identifies shareholders of the Fund are entitled to vote and/or provide voting instructions, on the Proposal at the Meeting.each proposal. | | | | | | | Proposal 1. | | Shareholders Entitled to Vote | | PROPOSAL 1 | | To approveelect four Board Nominees to the amendment or elimination, as applicable,board of certaindirectors of the Fund’s fundamental investment restrictions and an amendment toFunds. | | Shareholders of the Corporation’s bylaws to reflect the amendment of such fundamental investment restrictionsFunds listed below, with respect to thetheir Fund, as follows:with shareholders of all Portfolios of a Fund voting together. | | | | | | A.To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. |
4
Funds and Portfolios1,2 | 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 | | To approveThe Funds (Registrants) are listed in bold in this table. The Portfolios (series of Funds) are indicated in the amendmentlist by an entry below the Registrant’s name. The shares of all of the fundamental investment restriction regarding concentration | | | | | | B. | | To approve the amendmentPortfolios that are series of the fundamental investment restriction regarding borrowing | | | | | | C. | | To approve the amendment of the fundamental investment restriction regarding the issuance of senior securities and an amendment to the Corporation’s bylaws to reflect the amendment of such fundamental investment restrictionsame Fund will be voted together as a single class with respect to the Fundelection of the Board Nominees of that Fund. |
| | | | 2 | | D. | | To approve the amendmentThe principal executive office of the fundamental investment restriction regarding investing in real estate | | | | | | E. | | To approve the amendment of the fundamental investment restriction regarding underwriting and an amendment to the Corporation’s bylaws to reflect the amendment of such fundamental investment restriction with respect to theeach Fund | | | | | | F. | | To approve the amendment of the fundamental investment restriction regarding investing in commodities | | | | | | G. | | To approve the amendment of the fundamental investment restriction regarding lending | | | | | | H. | | To approve the elimination of the fundamental investment restriction regarding investing for the purpose of exercising control or management | | | Proposal 2. | | To approve an amendment to the Corporation’s bylaws to remove fundamental policies and all references thereto with respect to the Fund is located at 100 Bellevue Parkway, Wilmington, Delaware 19809. |
5
PLEASE VOTE NOW. 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 you to 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 as you instruct at the Meeting. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on October 26, 2021.November 9, 2023. The Notice of Joint Special Meeting of Shareholders, the Proxy Statement and the formforms of proxy card and voting instruction form are available on the Internet at https://www.proxy-direct.com/blk-32307.blk-33515. On this website, you will be able to access the Notice of Joint Special Meeting of Shareholders, the Proxy Statement, the formforms of proxy card and voting instruction form and any amendments or supplements to the foregoing materialmaterials that are required to be furnished to shareholders. The Board has approved and recommendIf you have any questions, would like to vote your shares, or wish to obtain directions so that you vote, and/or provide voting instructions, “FOR” each ofcan attend the Proposals.Meeting, please call Computershare Fund Services, the proxy solicitor for the Funds, toll-free at 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 36
PROPOSALS 1.A. THROUGH 1.H.—TO APPROVE THE AMENDMENT OR ELIMINATION, AS APPLICABLE,PROPOSAL 1—ELECTION OF CERTAIN OF THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUND AND AN AMENDMENT TO THE CORPORATION’S BYLAWS TO REFLECT THE AMENDMENT OF SUCH FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO THE FUNDBOARD NOMINEES
The purpose of Proposals 1.A. through 1.H.Proposal 1 is to approveelect four Board Nominees to the amendment or elimination, as applicable,Board of certaineach Fund. The nominations of the fundamental investment restrictionsBoard Nominees have been approved by the 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 Fund currently consists of ten Board Members, eight of whom are not “interested persons” (as defined in the 1940 Act) (the “Independent Board Members”) of the Fund. In addition, Proposals 1.C.Funds. 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. Upon the election of the Board Nominees, the Board will consist of 11 members. 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 1.E. include proposed changesArthur 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. Please refer to the bylawsbelow 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 Corporation, which require shareholder approvalexperiences, qualifications and skills of the Board Nominees. Each Board Nominee was nominated by the Governance and Nominating Committee of the Board of each respective Fund. 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 implemented,qualified to serve as a Board Member, the Boards have considered a variety of criteria, none of which, in orderisolation, was controlling. The Boards also believe that Mr. Steinmetz will satisfy the standards contemplated by the Statement of Policy upon 7
becoming an Independent Board Member. The Boards believe that, collectively, the Independent Board Members and Board Nominees have balanced and diverse experiences, skills, attributes and qualifications, which allow the Boards to align certain fundamental policies set outoperate effectively in governing the Funds and protecting the interests of shareholders. Among the attributes common to all Independent Board 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 Corporation’s bylawsperformance 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, or not-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. Certain biographical and other information relating to the Board Members 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. | | | | | | | | | | | Name and
Year of Birth1,2 | | Current
Position(s)
Held
(Length of
Service) | | Principal Occupation(s)
During Past Five Years | | Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Currently
Overseen or
to Be
Overseen | | | Public
Company and
Other Investment
Company
Directorships
Held
During Past
Five Years | Independent Board Members/Nominees | | | | | | | | | | | | | | | | R. Glenn Hubbard 1958 | | Chair of the Board (Since 2022) and Board Member (Since 2019) | | Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988. | |
| 70 RICs
consisting
of 104
Portfolios |
| | ADP (data and information services) from 2004 to 2020; Metropolitan Life Insurance Company (insurance); TotalEnergies SE (multi-energy) |
8
| | | | | | | | | Name and
Year of Birth1,2 | | Current
Position(s)
Held
(Length of
Service) | | Principal Occupation(s)
During Past Five Years | | Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Currently
Overseen or
to Be
Overseen | | Public
Company and
Other Investment
Company
Directorships
Held
During Past
Five Years | W. Carl Kester3 1951 | | Vice Chair of the Board (Since 2022) and Board Member (Since 2019) | | Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus, Harvard Business School since 2022; George Fisher Baker Jr. Professor of Business Administration, Harvard Business School from 2008 to 2022; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981. | | 72 RICs
consisting
of 106
Portfolios | | None | | | | | | 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 104
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 |
9
| | | | | | | | | Name and
Year of Birth1,2 | | Current
Position(s)
Held
(Length of
Service) | | Principal Occupation(s)
During Past Five Years | | Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Currently
Overseen or
to Be
Overseen | | Public
Company and
Other Investment
Company
Directorships
Held
During Past
Five Years | Lorenzo A. Flores 1964 | | Board Member (since 2021) 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 Member (since 2021) 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
consisting
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. | | 72 RICs
consisting
of 106
Portfolios | | PennyMac Mortgage Investment Trust |
10
| | | | | | | | | | | Name and
Year of Birth1,2 | | Current
Position(s)
Held
(Length of
Service) | | Principal Occupation(s)
During Past Five Years | | Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Currently
Overseen or
to Be
Overseen | | | Public
Company and
Other Investment
Company
Directorships Held
During Past
Five Years | | | | | | | | | | | 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 (Since 2018) | | Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016. | |
| 98 RICs
consisting
of 272
Portfolios |
| | None | | | | | | John M. Perlowski3 1964 | | Board Member (Since 2018) President and Chief Executive Officer (Since 2018) | | 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 274
Portfolios |
| | None |
| 1 | | The address of each Board Member is c/o BlackRock, Inc., 50 Hudson Yards, New York, NY 10001. |
| 2 | | Each Independent Board Member holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Fund’s Bylaws or charter or statute, or until December 31 of the year in which he or she turns 75. Board Members who are “interested persons,” as defined in the |
11
| 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 the Fund’s Bylaws or statute, or until December 31 of the year in which they turn 72. The Board may determine to extend the terms of Independent Board Members on a case-by-case basis, as appropriate. |
| 3 | | Dr. Fabozzi, Dr. Kester, Ms. Lynch and Mr. Perlowski are also trustees of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund. |
| 4 | | Dr. Fabozzi’s term as a Board Member of the Funds will end on December 31, 2023. |
| 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 Interested Board Members based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Multi-Asset Complex. |
The table below discusses some of the experiences, qualifications and skills of the Board Members and Board Nominees. | | | Board
Members/Nominees | | Experience, Qualifications and Skills | Independent Board Members/Nominees | | | R. Glenn Hubbard | | R. Glenn Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr. Hubbard has served as the Dean of Columbia Business School, as a member of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School of Government at Harvard University, the Harvard Business School and the University of Chicago. Dr. Hubbard’s experience as an adviser to the President of the United States adds a dimension of balance to the Funds’ governance and provides perspective on economic issues. Dr. Hubbard’s service on the boards of ADP and Metropolitan Life Insurance Company provides the Board with the benefit of his experience with the management practices of other financial companies. Dr. Hubbard’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Hubbard’s independence from the Funds and the Manager enhances his service as Chair of the Board, Chair of the Executive Committee and a member of the Governance and Nominating Committee, the Compliance Committee and the Performance Oversight Committee. |
12
| | | Board
Members/Nominees | | Experience, Qualifications and Skills | W. Carl Kester | | The Boards benefit from W. Carl Kester’s experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy Dean of Academic Affairs at Harvard Business School from 2006 through 2010 adds to the Board a wealth of expertise in corporate finance and corporate governance. Dr. Kester has authored and edited numerous books and research papers on both subject matters, including co-editing a leading volume of finance case studies used worldwide. Dr. Kester’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Kester’s independence from the Funds and the Manager enhances his service as a Vice Chair of the Board, Chair of the Governance and Nominating Committee and a member of the Executive Committee, the Compliance Committee and the Performance Oversight Committee. | | | Cynthia L. Egan | | Cynthia L. Egan brings to the Boards a broad and diverse knowledge of investment companies and the retirement industry as a result of her many years of experience as President, Retirement Plan Services, for T. Rowe Price Group, Inc. and her various senior operating officer positions at Fidelity Investments, including her service as Executive Vice President of FMR Co., President of Fidelity Institutional Services Company and President of the Fidelity Charitable Gift Fund. Ms. Egan has also served as an advisor to the U.S. Department of Treasury as an expert in domestic retirement security. Ms. Egan began her professional career at the Board of Governors of the Federal Reserve and the Federal Reserve Bank of New York. Ms. Egan is also a director of UNUM Corporation, a publicly traded insurance company providing personal risk reinsurance, and a director and Chair of the Board of The Hanover Group, a public property casualty insurance company. Ms. Egan is also the lead independent director and non-executive Vice Chair of the Board of Huntsman Corporation, a publicly traded manufacturer and marketer of chemical products. Ms. Egan’s independence from the Funds and the Manager enhances her service as Chair of the Compliance Committee, and a member of the Governance and Nominating Committee and the Performance Oversight Committee. |
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| | | Board
Members/Nominees | | 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. Dr. Fabozzi’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Funds, their operations and the business and regulatory issues facing the Funds. Moreover, Dr. Fabozzi’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Dr. Fabozzi’s independence from the Funds and BlackRock enhances his service as Chair of the Performance Oversight Committee. | | | Lorenzo A. Flores | | The Boards benefit from Lorenzo A. Flores’s many years of business, leadership and financial experience in his roles at various public and private companies. In particular, Mr. Flores’s service as Chief Financial Officer and Corporate Controller of Xilinx, Inc., a technology and semiconductor company that supplies programmable logic devices, and Vice Chairman of Kioxia, Inc., a manufacturer and supplier of flash memory and solid state drives, and his long experience in the technology industry allow him to provide insight to into financial, business and technology trends. Mr. Flores’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Mr. Flores’s independence from the Funds and BlackRock enhances his service as a member of the Performance Oversight Committee. |
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| | | Board
Members/Nominees | | Experience, Qualifications and Skills | Stayce D. Harris | | The Boards benefit from Stayce D. Harris’s leadership and governance experience gained during her extensive military career, including as a three-star Lieutenant General of the United States Air Force. In her most recent role, Ms. Harris reported to the Secretary and Chief of Staff of the Air Force on matters concerning Air Force effectiveness, efficiency and the military discipline of active duty, Air Force Reserve and Air National Guard forces. Ms. Harris’s experience on governance matters includes oversight of inspection policy and the inspection and evaluation system for all Air Force nuclear and conventional forces; oversight of Air Force counterintelligence operations and service on the Air Force Intelligence Oversight Panel; investigation of fraud, waste and abuse; and oversight of criminal investigations and complaints resolution programs. Ms. Harris is also a director of The Boeing Company. Ms. Harris’s independence from the Funds and BlackRock enhances her service as a member of the Compliance Committee and the Performance Oversight Committee. | | | J. Phillip Holloman | | The Boards benefit from J. Phillip Holloman’s many years of business and leadership experience as an executive, director and advisory board member of various public and private companies. In particular, Mr. Holloman’s service as President and Chief Operating Officer of Cintas Corporation and director of PulteGroup, Inc. and Rockwell Automation Inc. allows him to provide insight into business trends and conditions. Mr. Holloman’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Mr. Holloman’s independence from the Funds and BlackRock enhances his service as a member of the Governance and Nominating Committee and the Performance Oversight Committee. | | | 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 Board by providing business leadership and experience and a diverse knowledge of pensions and endowments. Ms. Lynch is also a trustee of PennyMac Mortgage Investment Trust, a specialty finance company that invests primarily in mortgage-related assets. Ms. Lynch also holds the designation of Chartered Financial Analyst. Ms. Lynch’s knowledge of financial and accounting matters qualifies her to serve as Chair of the Audit Committee. Ms. Lynch’s independence from the Funds and the Manager enhances her service as a member of the Governance and Nominating Committee and the Performance Oversight Committee. | | 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
Members/Nominees | | Experience, Qualifications and Skills | Interested Board Members | | | Robert Fairbairn | | Robert Fairbairn has more than 25 years of experience with BlackRock, Inc. and over 30 years of experience in finance and asset management. In particular, Mr. Fairbairn’s positions as Vice Chairman of BlackRock, Inc., Member of BlackRock’s Global Executive and Global Operating Committees and Co-Chair of BlackRock’s Human Capital Committee provide the Board with a wealth of practical business knowledge and leadership. In addition, Mr. Fairbairn has global investment management and oversight experience through his former positions as Global Head of BlackRock’s Retail and iShares® businesses, Head of BlackRock’s Global Client Group, Chairman of BlackRock’s international businesses and his previous oversight over BlackRock’s Strategic Partner Program and Strategic Product Management Group. Mr. Fairbairn also serves as a board member for the funds in the BlackRock Multi-Asset Complex. | | | 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 Funds provides him with a strong understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Board with the benefit of his experience with the management practices of other financial companies. Mr. Perlowski also serves as a board member for the funds in the BlackRock Multi-Asset Complex. Mr. Perlowski’s experience with BlackRock enhances his service as a member of the Executive Committee. |
Board Leadership Structure and Oversight The Boards currently consist of ten Board Members, eight of whom are Independent Board Members. The registered investment companies advised by BlackRock or its affiliates (the “BlackRock-advised Funds”) are organized into the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex, and the iShares Complex (each, a “BlackRock Fund Complex”). The Funds are included in the BlackRock 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 the Boards and the Chief Executive Officer are different people. Not only is the Chair of the Boards an Independent Board Member, but also the Chair of each Board committee (each, a “Committee”) is an Independent Board Member. The Boards have five standing Committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee. 16
The role of the Chair of the Boards is to preside over all meetings of the Boards and to act as a liaison with service providers, officers, attorneys, and other Board Members between meetings. The Chair of each Committee performs a similar role with respect to the Fund withCommittee. The Chair of the stated fundamental investment restrictions proposed for the Fund as described in such Proposals. Background
The Investment Company Act requires registered investment companies, such as the Fund, to have certain specific investment policies that can be changed only with shareholder approval. Investment companiesBoards or a Committee may also elect to designateperform such other policies thatfunctions as may be changed only with a shareholder vote. Both types of policies are often referred to as fundamental policies. (In this Proxy Statement, the word “restriction” is sometimes used to describe a policy.) Some fundamental policies were adopted in the pastdelegated by the FundBoards or the Committees from time to reflect certain regulatory, business or industry conditions which are no longer in effect. In addition, certaintime. The Independent Board Members meet regularly outside the presence of the policies of the Fund that remain required by law are more restrictive than the law requires. As a result, many of the current restrictions unnecessarily limit the investment strategies available to BlackRockFunds’ management, in managing the assets of the Fund.
Changesexecutive sessions or with other service providers to the fundamental investment policies of the Fund as proposed in Proposal 1 are intendedFunds. The Boards have regular meetings five times a year, including a meeting to benefit the Fund and its shareholders in the following ways: (i) each of these changes is designed to provide the Fund with greater investment flexibility to pursue its investment objective and principal investment strategies and/or respond to a changing regulatory and investment environment; and (ii) by reducing to a minimum those policies that can be changed only by shareholder vote, the Fund in the future may be able to avoid the costs and delay associated with holding shareholder meetings to address issues relating to fundamental investment policies. In the proposed fundamental investment restrictions, references to the Investment Company Act or other applicable law, as applicable, will include any rules promulgated thereunder and any guidance, interpretations or modifications by the Securities and Exchange (the “Commission”), Commission staff or other authority with appropriate jurisdiction, including court interpretations, and exemptive, no-action or other relief or permission from the Commission, Commission staff or other authority.
The Proposals are intended to update the fundamental investment policies of the Fund as set forth below by amending or eliminating certain fundamental investment policies. Each Proposal relates to a particular fundamental restriction. Shareholders are being asked to vote separately on, and provide voting instructions separately with respect to, each Proposal. No Proposal to amend or eliminate any fundamental investment policy is contingent uponconsider the approval of any other Proposal. As a result,the Funds’ investment management agreements and, if necessary, may hold special meetings before their next regular meeting. Each Committee meets regularly to conduct the oversight functions delegated to that Committee by the Boards and reports its findings to the Boards. The Boards and each standing Committee conduct annual assessments of their oversight function and structure. The Boards have determined that the Boards’ leadership structure is appropriate because it may beallows the caseBoards to exercise independent judgment over management and to allocate areas of responsibility among Committees and the Boards to enhance oversight.
The Boards decided to separate the roles of Chief Executive Officer from the Chair because they believe that certainhaving an independent Chair: increases the independent oversight of the Fund’s fundamental investment policies will be amended or eliminated while others will not. IfFunds 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 do not approve a Proposal,and the current investment policy contained in that Proposal will remain in effectBoards; and provides independent spokespersons for the Fund. IfFunds. The Boards have engaged BlackRock to manage the Funds on a Proposalday-to-day basis. Each Board is approved by shareholders atresponsible for overseeing BlackRock, sub-advisers, other service providers, the Meeting,operations of each Fund and associated risks in accordance with the proposed change to that fundamental investment policy will take effect as soon as reasonably practicable. Each Proposal described below sets out the current fundamental investment restrictionprovisions of the Fund to which1940 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 Proposal is applicable.
A list of the fundamental investment restrictions that will apply to the Fund if each Proposal is approved by the Fund’s shareholders is set out in Appendix B. (Appendix B includes a current fundamental investment restriction regarding diversification that is not proposed to be amended for the Fund because such current restriction already provides maximum investment flexibility.)
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Proposal 1 is intended to, among other things, provide BlackRock with greater flexibility in managing the Fund,Funds’ performance, operations, and as noted below, in the near term the Fund may take advantage of the additional investment flexibility provided by the amendment of certain of its current fundamental investment restrictions. However, if Proposal 1 is approved, unless otherwise disclosed in this Proxy Statement, Fund management does not anticipate material changes to the Fund’s principal investment strategies and techniques. The Boards also conduct reviews of BlackRock and its role in running the Fund will continue to be managed subject to the applicable limitations imposed by the Investment Company Act and the rules and interpretive guidance provided thereunder, as well as the Fund’s investment objective, strategies and policies.
The proposed changes to the bylawsoperations of the CorporationFunds.
Day-to-day risk management with respect to the Fund contemplatedFunds is the responsibility of BlackRock, sub-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 Proposals 1.C. and 1.E., which require shareholder approval to be implemented, will not be made if Fund shareholders approve Proposal 2. As discussed below in Proposal 2,BlackRock, sub-advisers, or other service providers, as applicable, it is proposed that the bylawsnot possible to eliminate all of the Corporation be amended to remove fundamental policies and references thereto with respectrisks applicable to the Fund. InFunds. Risk oversight is part of the event that Proposal 2Boards’ general oversight of the Funds and is approvedaddressed as part of various Board and Committee activities. The Boards, directly or through Committees, also review reports from, among others, management, the independent registered public accounting firms (each, an “Independent Registered Public Accounting Firm”) for the Funds, BlackRock, and internal auditors for BlackRock or its affiliates, as appropriate, regarding risks faced by the Fund’s shareholders in addition to Proposal 1, rather thanFunds and management’s or the Corporation’s bylaws being amended pursuant to Proposals 1.C.service providers’ risk functions. The Committee system facilitates the timely and 1.E., all fundamental policiesefficient consideration of matters by the Board Members and facilitates effective oversight of compliance with legal and regulatory requirements and of the CorporationFunds’ activities and references thereto with respect toassociated risks. The Boards have approved the Fund will be removed fromappointment of a Chief Compliance Officer, who oversees the Corporation’s bylaws. If shareholders do not approve Proposals 1.C and/or 1.E. but do approve Proposal 2, the fundamental policiesimplementation and references thereto with respect to the Fund will be removed from the Corporation’s bylaws. If shareholderstesting of the Fund do not approve Proposal 2 but do approve Proposals 1.C. and/or 1.E., then the Corporation’s bylaws will be amended to reflect the amended fundamental investment restrictions, as applicable. If none of Proposals 1.C.Funds’ compliance program and 1.E. and Proposal 2 is approved by the Fund’s shareholders, no changes will be made to the Corporation’s bylaws. Proposal 1.A.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Concentration.
The Board has proposed that shareholders of the Fund approve an amendment to the Fund’s fundamental investment restriction regarding concentration.
Current Fundamental Investment Restriction Regarding Concentration
Under the Fund’s current fundamental investment restriction regarding concentration, the Fund may not: “invest more than 25% of its assets, taken at market value, in the securities of issuers in any particular industry (excluding the U.S. Government and its agencies and instrumentalities).”
Proposed Fundamental Investment Restriction Regarding Concentration
The proposed fundamental investment restrictionwould state that the Fund may not: “concentrate its investments in a particular industry, as that term is used in the Investment Company Act.”
Rationale
While the Investment Company Act does not define what constitutes “concentration” in an industry, the Commission has taken the position that investment of 25% or more of a fund’s total assets in one or more issuers conducting their principal activities in the same industry constitutes concentration. It is possible that interpretations of concentration could change in the future.
The Fund’s current fundamental policy reflects the 25% test noted above that is the Commission’s current interpretation of concentration. If this interpretation were to change, the Fund would not be able to change its concentration policy without seeking shareholder approval. The proposed investment restriction does not contain a stated percentage limitation and will be interpreted to refer to concentration as it may be interpreted from time to time.
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Proposal 1.B.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Borrowing.
The Board has proposed that shareholders of the Fund approve an amendment to the fundamental investment restrictionBoards regarding borrowing.
Current Fundamental Investment Restriction Regarding Borrowing
Under the Fund’s current fundamental investment restriction regarding borrowing, the Fund may not: “borrow money, except that (i) the Fund may borrow from banks (as defined in the Investment Company Act) in amounts up to 331/3% of its total assets (including the amount borrowed), (ii) the Fund may borrow up to an additional 5% of its total assets for temporary purposes, (iii) the Fund may obtain such short-term credit as may be necessarycompliance matters for the clearance of purchasesFunds and sales of portfolio securities and (iv) the Fund may purchase securities on margintheir service providers. The Independent Board Members have engaged independent legal counsel to assist them in performing their oversight responsibilities.
Compensation. Information relating to compensation paid to the extent permitted by applicable law. The Fund may not pledge its assets other than to secure such borrowings or, to the extent permitted by the Fund’s investment policies asBoard Members for each Portfolio’s most recent fiscal year is set forth in Appendix C. Equity Securities Owned by Board Members and Board Nominees. As of July 31, 2023, no Board Member or Board Nominee owned equity securities in a Portfolio he or she oversees or is nominated to oversee. As of July 31, 2023, each Board Member, including the ProspectusBoard Nominees who currently are Board Members, owned in the aggregate over $100,000 of equity securities in all funds overseen by 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 Board Nominee in the BlackRock Fund Complexes. As of July 31, 2023, all Board Members, Board Nominees and Statementexecutive officers of Additional Information,each Fund as they may be amended from time to time, in connection with hedging transactions, short sales, when-issued and forward commitment transactions and similar investment strategies.” Proposed Fundamental Investment Restriction Regarding Borrowing
The proposed fundamental investment restrictionwould state that the Fund may not: “borrow money, except as permitted under the Investment Company Act.”
Rationale
All mutual funds are required to have a fundamental policy regarding the borrowing of money. The Investment Company Act permits a fund to borrow money in amounts of up to one-thirdgroup owned less than 1% of the fund’s total assets from banks for any purpose, and to borrow up to an additional 5%outstanding shares of each Fund.
As of July 31, 2023, none of the fund’s total assets from banks or other lenders for temporary purposes. The Fund has received an exemptive order from the Commission (the “IFL Order”), as further described below, that permits it to borrow from BlackRock-advised Funds, which are not banks, to the limited extent necessary to implement the Interfund Lending Program (as defined below) to the extent consistent with the Fund’s investment restrictions and policies and subject to compliance with the conditions of the IFL Order. To limit the risks attendant to borrowing, the Investment Company Act requires a fund to maintain an “asset coverage” of at least 300% of the amount of its borrowings, provided thatIndependent Board Members, Board Nominees nor their family members had any interest in the event that the fund’s asset coverage falls below 300%, the fund is required to reduce the amount of its borrowings so that it meets the 300% asset coverage threshold within three days (not including Sundays and holidays). The proposed investment restriction regarding borrowing will permit the Fund to borrow to the fullest extent permitted by the Investment Company Act and related interpretations, as in effect from time to time, and in situations and under circumstances in which it previously could not do so. Borrowing may cause the value of the Fund’s shares to be more volatile than if the Fund did not borrow. This is because borrowing tends to magnify the effect of any increase or decrease in the value of the Fund’s portfolio holdings. Borrowed money thus creates an opportunity for greater gains, but also greater losses. There also are costs associated with borrowing money, and these costs would offset and could eliminate the Fund’s net investment income in any given period.
Additionally, pursuant to the IFL Order, the Fund, to the extent permitted by its investment policies and restrictions and subject to meeting the conditions of the IFL Order, has the ability to borrow money from certain other funds advised by BlackRock or BlackRock Fund Advisors (“BFA”)any person directly or any successor thereto or an investment adviserindirectly controlling, controlled by, or under common control with BlackRockBlackRock.
Attendance of Board Members at Shareholders’ Meetings. None of the Funds currently has a formal policy regarding Board Members’ attendance at shareholders’ meetings. None of the Funds held, or BFA or any successor thereto (“BlackRock-advised Funds”) pursuantwere required to hold, a master interfund lending agreement (the “Interfund Lending Program”)shareholders’ meeting at which Board Members were elected during its last fiscal year. Board Meetings. Under The Board of each Fund met seven times during each Portfolio’s fiscal year ended December 31, 2022. No incumbent Board Member attended less than 75% of the Interfund Lending Program, the Fund may borrow money for temporary purposes directly from certain other BlackRock-advised Funds (an “Interfund Loan”). All Interfund Loans would consist onlyaggregate number of uninvested cash reserves that the lending BlackRock-advised Fund otherwise would invest in short-term 6
repurchase agreements or other short-term instruments. The Fund’s current fundamental investment restriction as it relates to borrowing would limit the Fund’s ability to borrow under the Interfund Lending Program in certain circumstances. Under the proposed investment restriction regarding borrowing, the Fund would be able to conduct all borrowing from other BlackRock-advised Funds up to the prescribed limits under the Investment Company Act through the Interfund Lending Program,meetings of each Board and of each Committee on which the Board believes could provide the Fund access to lower interest rates on such borrowed amounts than those that typically would be payable under short-term loans offered by banksMember served during each Fund’s or custodian overdrafts.Portfolio’s, as applicable, most recently completed fiscal year.
Proposal 1.C.—To Approve the AmendmentStanding Committees of the Fundamental Investment Restriction Regarding the Issuance of Senior Securities and an AmendmentBoards. Information relating to the Corporation’s Bylaws to Reflectvarious standing committees of the Amendment of Such Fundamental Investment Restriction with Respect to the Fund.Boards is set forth below.
The Board of each Fund has proposed that shareholdersestablished 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 Fund approve an amendmentAudit Committee are to assist the Board in fulfilling its oversight responsibilities relating to the fundamental investment restrictionaccounting and financial 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 evaluating the independence and objectivity of the Independent Registered Public Accounting Firm; (ii) approving all audit engagement terms and fees for each Fund; (iii) reviewing the conduct and results of each audit; (iv) reviewing any issues raised by each Fund’s Independent Registered Public Accounting Firm or management regarding the issuanceaccounting or financial reporting policies and practices of senior securitieseach Fund, its internal controls, and, an amendmentas appropriate, the internal controls of certain service providers and management’s response to any such issues; (v) reviewing and 18
discussing each Fund’s audited and unaudited financial statements and disclosure in each Fund’s shareholder reports relating to each Fund’s performance; (vi) assisting the bylaws of the Corporation to make conforming changes to the corresponding fundamental policy in the bylaws, subject to approval of Proposal 2 by the Fund’s shareholders. Current Fundamental Investment Restriction Regarding the Issuance of Senior Securities
Under the Fund’s current fundamental investment restriction regarding the issuance of senior securities, the Fund may not: “issue senior securities to the extent such issuance would violate applicable law.”
In addition, the bylaws of the Corporation state that as a fundamental policy, the Fund may not issue senior securities to the extent such issuance would violate applicable law.
Proposed Fundamental Investment Restriction Regarding the Issuance of Senior Securities
The proposed fundamental investment restrictionwould state that the Fund may not: “issue senior securities to the extent such issuance would violate the Investment Company Act.”
It is also proposed that,Board’s responsibilities with respect to the internal controls of each Fund the fundamental policy in the Corporation’s bylaws relatingand its service providers with respect to the issuance of senior securities be replaced with the proposed fundamental investment restriction set out above, subject to approval of Proposal 2 by theaccounting and financial matters; and (vii) resolving any disagreements between each Fund’s shareholders.
Rationale
All mutual funds are required to have a fundamental policymanagement and each Fund’s Independent Registered Public Accounting Firm regarding the issuance of senior securities. The Investment Company Act prohibits an open-end investment company from issuing any class of senior security, or selling any class of senior security of which it is the issuer, except that the investment company may borrow from a bank provided that immediately after any such borrowing there is asset coverage of at least 300% for all of its borrowings.
The sole change in the proposed investment restriction is to reference to the “Investment Company Act,” rather than “applicable law.” This change is intended to provide greater specificity as to any potential limitations on the ability of the Fund to issue senior securities.
Proposal 1.D.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Investing in Real Estate.
financial reporting. The Board has proposed that shareholdersadopted a written charter for the Board’s Audit Committee, a copy of thewhich is available at https://www.blackrock.com/us/individual/literature/investor-education/cef-joint-audit-committee-charter-
usd-en-us.pdf. The Audit Committee of each Fund approve an amendment to the fundamental investment restriction regarding investing in real estate. met eleven times during each Portfolio’s fiscal year ended December 31, 2022.7
Current Fundamental Investment Restriction Regarding Investing in Real Estate
Under the Fund’s current fundamental investment restriction regarding investing in real estate, the Fund may not: “purchase or sell real estate, except that the Fund may invest in securities directly or indirectly secured by real estate or interests therein or issued by companies which invest in real estate or interests therein.”
Proposed Fundamental Investment Restriction Regarding Investing in Real Estate
The proposed investment restrictionwould state that the Fund may not: “purchase or hold real estate, except the Fund may purchaseGovernance and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments.”
RationaleNominating Committee.
The Investment Company Act does not prohibit a fund from owning real estate or investing in real estate mortgage loans; however, a fund is limited in the amount of illiquid assets it may purchase by Rule 22e-4 under the Investment Company Act (real estate may be considered illiquid). Investing in real estate may involve risks, including that real estate is generally considered illiquid and may be difficult to value and sell. Owners of real estate may be subject to various liabilities, including environmental liabilities.
Currently, the Fund is not permitted to purchase or sell real estate, but it may invest in certain real estate-related securities. As a general rule, the Fund currently does not intend to purchase or sell real estate. However, the Fund wishes to preserve the flexibility to invest in certain real estate-related securities consistent with its investment objective and strategies. The proposed investment restriction would allow the Fund to invest in a potentially greater universe of real estate-related securities than the current investment restriction by permitting investments in securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business. In addition, the proposed investment restriction would permit the Fund to purchase and hold real estate as a result of the ownership of securities or other instruments.
Proposal 1.E.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Underwriting and an Amendment to the Corporation’s Bylaws to Reflect the Amendment of Such Fundamental Investment Restriction with Respect to the Fund.
The Board has proposed that shareholdersa 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: (i) identifying individuals qualified to serve as Independent Board Members and recommending Board nominees that are not “interested persons” of each Fund approve an amendment(as defined in the 1940 Act) for election by shareholders or appointment by the Board; (ii) advising the Board with respect to Board composition, procedures and Committees of the Board (other than the Audit Committee); (iii) overseeing periodic self-assessments of the Board and Committees of the Board (other than the Audit Committee); (iv) reviewing and making recommendations in respect to Independent Board Members compensation; (v) monitoring corporate governance matters and making recommendations in respect thereof to the fundamental investment restriction regarding underwritingBoard; (vi) acting as the administrative committee with respect to Board policies and an amendmentprocedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to the bylawsIndependent Board Members; and (vii) reviewing and making recommendations to the Board in respect of Fund share ownership by the Independent Board Members. The Board has adopted a written charter for the Board’s Governance and Nominating Committee, a copy of which is available at https://www.blackrock.com/us/individual/literature/investor-education/
cef-joint-governance-committee-charter-usd-en-us.pdf. The Governance and Nominating Committee of each Fund met four times during each Portfolio’s fiscal year ended December 31, 2022. The Governance and Nominating Committee of the CorporationBoard seeks to identify individuals to serve on the Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets 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 directors or trustees should be added to the Board. The Board as a group strives to achieve diversity in terms of gender, race and geographic location. The Governance and Nominating Committee believes that the Board Members as a group possess the array of skills, experiences and backgrounds necessary to guide each Fund. The Board Members’ biographies included herein highlight the diversity and breadth of skills, qualifications and expertise that the Board Members bring to each Fund. The Governance and Nominating Committee may consider nominations for Board Members made by the Funds’ shareholders as it deems appropriate. Under the Funds’ Bylaws, shareholders must follow certain procedures to nominate 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 proposed nominee by delivering a notice to the Secretary of the Funds at its principal executive offices no later than the 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. 19
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 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 the oversight of regulatory and fiduciary compliance matters involving each Fund, the fund-related activities of BlackRock, and any sub-advisers and each Fund’s other third party service providers. The Compliance Committee’s responsibilities include, without limitation: (i) overseeing the compliance policies and procedures of each Fund and its service providers and recommending changes or additions to make conforming changes to the corresponding fundamental policy in the bylaws, subject to approval of Proposal 2such policies and procedures; (ii) reviewing information on and, where appropriate, recommending policies concerning each Fund’s compliance with applicable law; (iii) reviewing information on any significant correspondence with or other actions by the Fund’s shareholders. Current Fundamental Investment Restriction Regarding Underwriting
Under the Fund’s current fundamental investment restriction regarding underwriting, the Fund may not: “underwrite securities of other issuers except insofar as the Fund technically may be deemed an underwriter under the Securities Act [of 1933 (the “Securities Act”)] in selling portfolio securities.”
In addition, the bylaws of the Corporation state that as a fundamental policy, the Fund may not underwrite securities of other issuers except insofar as the Fund technically may be deemed an underwriter under the Securities Act in selling portfolio securities.
Proposed Fundamental Investment Restriction Regarding Underwriting
The proposed fundamental investment restrictionwould state that the Fund may not: “underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwritingregulators or as otherwise permitted by applicable law.”
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It is also proposed that,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, overseeing the Fund,annual performance review of, and making certain recommendations in respect of, each Fund’s CCO, including, without limitation, determining the fundamental policy in the Corporation’s bylaws relating to underwriting be replaced with the proposed fundamental investment restriction regarding underwriting set out above, subject to approval of Proposal 2 by the Fund’s shareholders.
Rationale
All mutual funds are required to have a fundamental policy regarding engaging in the business of underwriting the securities of other issuers. The Investment Company Act permits a fund to engage in the business of underwriting securities within certain limits. Under its current investment restriction, the Fund is prohibited from underwriting securities issued by others, except insofar as the Fund technically may be deemed an underwriter under the Securities Act in selling portfolio securities. The proposed investment restriction would permit the Fund to underwrite the securities of other issuers to the fullest extent permitted by applicable law,amount and thus would give the Fund greater flexibility to respond to future investment opportunities, subject to its investment objective and strategies.
The current investment restriction permits the Fund to sell portfolio securities, even if the Fund technically may be deemed an underwriter under the Securities Act. This exception refers to a technical provisionstructure of the Securities Act which deems certain persons to be “underwriters” if they purchase a security from the issuer and later sell it to the public. Although it is not believed that the application of this Securities Act provision would cause the Fund to be engaged in the business of underwriting, the proposed investment restriction would be interpreted not to prevent the Fund from engaging in transactions involving the acquisition or disposition of portfolio securities, regardless of whether it may be considered to be an underwriter under the Securities Act. Under the Securities Act, an underwriter may be liable for material omissions or misstatements in an issuer’s registration statement or prospectus.
Securities purchased from an issuer and not registered for sale under the Securities Act are considered restricted securities. There may be a limited market for these securities. If these securities are registered under the Securities Act, they may then be eligible for sale but participating in the sale may subject the seller to underwriter liability. These risks could apply to the extent the Fund invests in restricted securities.
Proposal 1.F.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Investing in Commodities.
CCO’s compensation. The Board has proposed that shareholdersadopted a written charter for the Board’s Compliance Committee. The Compliance Committee of each Fund met four times during each Portfolio’s fiscal year ended December 31, 2022. Performance Oversight Committee. The Board has a Performance Oversight Committee composed of 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. The Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee each Fund’s investment performance relative to each Fund’s investment objective, policies and practices. The Performance Oversight Committee’s responsibilities include, without limitation: (i) reviewing each Fund’s investment objective, policies and practices; (ii) recommending to the Board any required action in respect of changes in fundamental and non-fundamental investment restrictions; (iii) reviewing information on appropriate benchmarks and competitive universes; (iv) reviewing each Fund’s investment performance relative to such benchmarks; (v) reviewing information on unusual or exceptional investment matters; (vi) reviewing whether each Fund has complied with its investment policies and restrictions; and (vii) overseeing policies, procedures and controls regarding valuation of each Fund’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, 2022. Executive Committee. The Board has an Executive Committee composed of R. Glenn Hubbard (Chair) and W. Carl Kester, both of whom are Independent Board Members, and John M. Perlowski, who serves as an interested Board Members. The principal responsibilities of the Fund approve an amendment toExecutive Committee include, without limitation: (i) acting on routine matters between meetings of the fundamental investment restriction regarding investing in commodities. Current Fundamental Investment Restriction Regarding Investing in Commodities
UnderBoard; (ii) acting on such matters as may require urgent action between meetings of the Fund’s current fundamental investment restriction regarding investing in commodities, the FundBoard; and (iii) exercising such other authority as may not: “purchase or sell commodities or contracts on commodities, except to the extent the Fund may do so in accordance with applicable law and the Prospectus and Statement of Additional Information, as they may be amended from time to time and without registering as a commodity pool operator underbe delegated to the Commodity Exchange Act.”
Proposed Fundamental Investment Restriction Regarding Investing in Commodities
The proposed fundamental investment restrictionwould state that the Fund may not: “purchase or sell commodities or commodity contracts, except as permittedExecutive Committee by the Investment Company Act.”
Rationale
The Investment Company Act does not prohibit a fund from owning commodities, whether physical commodities or contracts related to physical commodities (such as oil or grains and related futures contracts), or financial commodities and contracts related to financial commodities (such as currencies and, possibly, currency
9
futures). The value of commodities and commodity-related instruments may be extremely volatile and may be affected either directly or indirectly by a variety of factors. There also may be storage charges and risks of loss associated with physical commodities.
The current investment restriction requires that the Fund’s purchase and sale of commodities or contracts on commodities not cause it to have to register as a commodity pool operator (“CPO”) under the Commodity Exchange Act. Under the current rules of the Commodity Futures Trading Commission (“CFTC”), BlackRock, as the investment adviser, and not the Fund, would be the entity required to register as a CPO to the extent the Fund’s commodity investments exceeded certain thresholds. The proposed investment restriction removes the outdated reference to the Fund potentially being required to register as a CPO as a result of its commodity investments. BlackRock would register as a CPO with respect to the Fund if the Fund’s commodity investments require BlackRock to so register under applicable CFTC rules. The proposed investment restriction also references the “Investment Company Act,” rather than “applicable law,” to provide greater specificity as to any potential limitations on the Fund’s ability to purchase or sell commodities and commodity contracts.
Proposal 1.G.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Lending.
Board. The Board has proposed that shareholdersadopted 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, 2022. 20
Executive Officers of the Funds. Information about the current executive officers of each Fund, approve an amendment toincluding their year of birth and their principal occupations during the fundamental investment restriction regarding lending. Current Fundamental Investment Restriction Regarding Lending
Under the Fund’s current fundamental investment restriction regarding lending, the Fund may not: “make loans to other persons, except that the acquisition of bonds, debentures or other corporate debt securities and investment in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers acceptances, repurchase agreements or any similar instruments shall not be deemed to be the making of a loan, and except further that the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law and the guidelinespast five years, is set forth in Appendix D.
Your Board unanimously recommends that you vote, or provide voting instructions, “FOR” the Prospectus and Statementelection of Additional Information, as they may be amended from time to time.”each Board Nominee under each applicable Proposal. Proposed Fundamental Investment Restriction Regarding Lending
The proposed fundamental investment restrictionwould state that the Fund may not: “make loans to the extent prohibited by the Investment Company Act.”
Rationale
The Investment Company Act does not prohibit a fund from making loans; however, Commission staff interpretations currently prohibit funds from lending more than one-third of their total assets, except through the purchase of debt obligations or the use of repurchase agreements.
The Fund’s current fundamental restriction regarding lending generally prohibits the making of loans, but specifies that investments in certain debt instruments, repurchase agreements and similar instruments, as applicable, and the lending of portfolio securities are not subject to the restriction. The proposed investment restriction will permit the Fund to make loans, unless prohibited by the Investment Company Act, thus providing potentially greater flexibility. Making loans involves risks. In determining whether to make a direct loan, the Fund will rely primarily upon the creditworthiness of the borrower and/or any collateral for payment of interest and repayment of principal. Among other things, in making a direct loan, the Fund is exposed to the risk that the borrower may default or become insolvent and, consequently, that the Fund will lose money on the loan. Furthermore, direct loans may subject the Fund to liquidity and interest rate risk and certain direct loans may be deemed illiquid. Direct loans are not publicly traded and may not have a secondary market. The lack of a secondary market for direct loans may have an adverse impact on the ability of the Fund to dispose of a direct
10
loan and/or to value the direct loan. If Proposal 1.G. is approved by shareholders of the Fund, the Fund may utilize the additional flexibility provided by the proposed investment restriction to engage in direct lending in the near term.
The Fund is not permitted to lend through the Interfund Lending Program under its current investment restriction, but, subject to prior Board approval to participate as a lender in the Interfund Lending Program, would be permitted to lend through the Interfund Lending Program under the proposed investment restriction regarding lending. Under the Interfund Lending Program, the Fund would be able to lend money for temporary purposes directly to certain other BlackRock-advised Funds. All Interfund Loans would consist only of uninvested cash reserves that the lending BlackRock-advised Fund otherwise would invest in short-term repurchase agreements or other short-term instruments. The Board believes that the ability to borrow and lend between and among the BlackRock-advised Funds, subject to compliance policies and procedures designed to ensure compliance with the terms and conditions of the IFL Order, would benefit both the borrower and lender. The Board believes that short-term cash loans made directly to other BlackRock-advised Funds could earn interest at a rate higher than the Fund otherwise would obtain from investing its cash in repurchase agreements or certain other short-term money market instruments.
Proposal 1.H.—To Approve the Elimination of the Fundamental Investment Restriction Regarding Investing for the Purpose of Exercising Control or Management.
The Board has proposed that shareholders of the Fund approve the elimination of the fundamental investment restriction regarding investing for the purpose of exercising control or management.
Current Fundamental Investment Restriction Regarding Investing for the Purpose of Exercising Control or Management
Under the Fund’s current fundamental investment restriction regarding investing for the purpose of exercising control or management, the Fund may not: “make investments for the purpose of exercising control or management.”
Rationale
There is no requirement under the Investment Company Act that the Fund have a fundamental restriction regarding investing for the purpose of exercising control or management. The fundamental restriction was derived from state laws that have been preempted by the federal securities laws. In order to maximize the investment flexibility of the Fund, this restriction is proposed to be eliminated.
THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” PROPOSALS 1.A. THROUGH 1.H.
11
PROPOSAL 2—TO APPROVE AN AMENDMENT TO THE CORPORATION’S BYLAWS TO REMOVE FUNDAMENTAL POLICIES AND ALL REFERENCES THERETO WITH RESPECT TO THE FUND
Article VIII, Section 1 and Exhibit A of the bylaws of the Corporation currently include fundamental policies of the Fund and references to such fundamental policies that apply to the Fund and the other series of the Corporation. These fundamental policies are stated in the Fund’s statement of additional information.
The Corporation is not required to include the fundamental policies that apply to the Fund (or the other series of the Corporation) in its bylaws under the Investment Company Act or Maryland law. Accordingly, it is proposed that the bylaws of the Corporation be amended to remove fundamental policies and all references thereto with respect to the Fund. Such amendment requires approval of shareholders of the Fund.
As discussed above, Proposals 1.C. and 1.E. include amendments to the bylaws of the Corporation to reflect the amendment of certain fundamental investment restrictions of the Fund, subject to approval of Proposal 2 by the Fund’s shareholders. In the event that Proposal 2 is approved by the Fund’s shareholders in addition to Proposal 1, rather than the Corporation’s bylaws being amended pursuant to Proposals 1.C. and 1.E., all fundamental policies and references thereto with respect to the Fund will be removed from the bylaws of the Corporation. If shareholders do not approve Proposals 1.C. and/or 1.E. but do approve Proposal 2, the fundamental policies and references thereto with respect to the Fund will be removed from the Corporation’s bylaws. If shareholders of the Fund do not approve Proposal 2 but do approve Proposals 1.C. and/or 1.E., then the Corporation’s bylaws will be amended to reflect the amended fundamental investment restriction, as applicable. If none of Proposals 1.C. and 1.E. and Proposal 2 is approved by the Fund’s shareholders, no changes will be made to the Corporation’s bylaws.
THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” PROPOSAL 2.
12
VOTE REQUIRED AND MANNER OF VOTING PROXIES AFor each Fund, a quorum of the shareholders forof a Fund as a whole, including the shareholders of the Portfolios of the Fund, is required to be present in person or represented by proxy, in order to take any action at the Meeting with respect to Proposal 1 as applicable to that particular Fund. The quorum requirement for each Fund is set forth in Appendix A.
The vote requirement for each Fund to elect Board Nominees is set forth in Appendix A. Votes on Proposal 1 will be tabulated on a Fund basis, such that the Fund. For the Fund, a quorum consistsvotes of a majorityPortfolios that are series of the Shares entitledsame Fund will be voted together as a single class with respect to vote on any matter present atthe election of the Board members of that Fund. Approval of Proposal 1 will occur only if a meeting or represented by proxy. Votes cast by proxy orsufficient number of votes at the Meeting are cast “FOR” the proposal. Abstentions and “broker non-votes”will not be tabulated bycounted as votes cast and therefore, abstentions and broker non-votes will have the inspectors of election appointedsame effect as a vote against Proposal 1 for the Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. If, by the time scheduled for the Meeting, a quorum of shareholders is not present or if a quorum is present but sufficient votes in favor of a Proposal are not received from shareholders, the Meeting may be adjourned by the chairman of the Meeting to permit further solicitations of proxies from shareholders and to reconvene at the same or some other place. Any Meeting convened on the date it was called may be adjourned without further notice other than announcement at the Meeting for up to 120 days after the Record Date.
The vote required for the approval of each Proposal is a “vote ofFunds, which require a majority of the outstanding voting securities” of the Fund. The “vote of a majority of the outstanding voting securities” is definedshares present, in the Investment Company Actperson or by proxy. Broker non-votes occur when shares are held by brokers or nominees, typically in “street name,” as the lesser of the vote of (i) 67% or more of the voting securities of the Fund present at the Meeting, if the holders of more than 50% of such outstanding voting securities are present at the Meeting or represented by proxy; or (ii) more than 50% of such outstanding voting securities of the Fund.
All shares represented by properly executed proxies, unless suchto which proxies have previously been revoked, will be voted at the Meeting in accordance with the directions on the proxies; if no direction is indicated, the shares will be voted andreturned but (a) voting instructions will be submitted, as applicable, in accordance withhave not been received from the recommendation ofbeneficial owners or persons entitled to vote and (b) the Board “FOR” approval of Proposal 1 and Proposal 2.broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter.
Broker-dealerThe Funds expect that broker-dealer firms holding shares of thea 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 each Proposal 1 before the Meeting. Shares heldUnder 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 Proposal 1 on behalf of recordthe broker-dealer firms’ customers and beneficial owners. A properly executed proxy card or voting instruction form or other authorization by broker-dealers asa 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 whichvote such authority has been granted shallshares in favor of such proposal.
Votes cast by proxy or in person at the Meeting will be countedtabulated 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 broker non-votes, if any, as present for purposes of determining whether the necessary quorum of shareholders of the Fund exists. Broker-dealer firms will not be permitted to grant voting authority with respect to shares for which no instructions have been received. Shares represented by proxies that are returned to the Fund but that are marked “abstain” or on which a broker-dealer has declined to vote on any non-routine proposal (“broker non-votes”) will be counted as present for the purposes of determining a quorum of that Fund. Abstentions and broker non-votes will not be counted as votes cast. Accordingly, abstentions and broker non-votes will have the same effect as a vote against a Proposal.quorum. As described above, shares of theeach 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 thea 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 21
applicable Proposal.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,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 thethat 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 thea Fund alone would not be sufficient to approve the applicable Proposal. proposal. 1322
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board Members, including a majority of the Independent Board Members, of each Fund, have selected Deloitte & Touche LLP (“D&T”) as the Independent Registered Public Accounting Firm for each Fund and its Portfolios. No representatives of D&T will be present at the Meeting. Appendix E sets forth for each Fund the fees billed by that Fund’s Independent Registered Public Accounting Firm for the two most recent fiscal years for all audit, non-audit, tax and all other services provided directly to the Fund. The fee information in Appendix E is 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, including out-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” in Appendix 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 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 any non-audit services to the Fund, and (ii) the provision by the Fund’s Independent Registered Public Accounting Firm of non-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. See Appendix 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 the pre-approval of services. Audit, audit-related and tax compliance services provided to a Fund and its Portfolios on an annual basis require specific pre-approval by the Fund’s Audit Committee. As noted above, each Fund’s Audit Committee must also approve other non-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 23
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 may pre-approve, without consideration on a specific case-by-case basis (“general pre-approval”), certain permissible non-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 general pre-approval is presented to each Fund’s Audit Committee for ratification at the next regularly scheduled in-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 general pre-approval requirement was waived. Each Fund’s Audit Committee has considered the provision of non-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 required pre-approval were pre-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: Catherine A. Lynch (Chair) Frank J. Fabozzi Lorenzo A. Flores J. Phillip Holloman 24
ADDITIONAL INFORMATION Investment AdviserManager, Sub-Advisers and Principal UnderwriterAdministrators BlackRock is the investment adviser to the Fund. BlackRock’s principal business address is 100 Bellevue Parkway, Wilmington, Delaware 19809.
BlackRock Investments, LLC (“BRIL”) acts as the distributor of the shares of the Fund. The principal business address of BRIL is 40 East 52nd Street, New York, New York 10022.
Voting Rights
The closeinvestment manager, sub-adviser(s), if any, and administrator(s), if any, of business on August 27, 2021 has been fixed as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Meeting. Shareholders of theeach Fund may cast one vote for each share owned and a fractional vote for each fractional share owned on the Record Date.are identified in Appendix F. 5% Share and Class InformationOwnership As of the close of business on the Record Date, the Fund has the number of shares outstanding as set forth below: | | | | Class I | | Class III | | 19,770,168.81 | | 50,761,235.21 |
Ownership Information
Set forth beloware persons who,September 11, 2023, to the best of each Fund’s knowledge, of the Fund, beneficially persons listed in Appendix G owned more than five percent5% of the outstanding shares of the class of such Fund asindicated.
Submission of the Record Date. | | | | | | | Name
| | Address
| | Shares Beneficially
Owned | | Percentage of
Outstanding
Shares of Class
Owned
(Name of Class) | Transamerica Life Insurance Company
| | 4333 Edgewood Rd Ne MS 4410 Cedar Rapids IA 52499-4333
| | 3,537,567.64
| | 17.893
(Class I)
| | | | | Transamerica Life Insurance Company
| | 4333 Edgewood Rd Ne MS 4410 Cedar Rapids IA 52499-0001
| | 5,494,479.38
| | 27.791
(Class I)
| | | | | State Farm Life Insurance Company
| | 1 State Farm Plaza D2
Bloomington IL 61710-0001
| | 3,336,934.04 | | 16.878
(Class I)
| | | | | State Farm Life Insurance Company
| | 1 State Farm Plaza D2
Bloomington IL 61710-0001
| | 5,962,080.36 | | 30.156
(Class I)
| | | | | Nationwide Life Insurance Company
| | C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
| | 43,086,712.20 | | 84.881
(Class III)
| | | | | Thrivent Variable Annuity Account I
| | 625 4th Ave S
Minneapolis MN 55415-1624
| | 2,945,466.97 | | 5.802
(Class III)
|
14
As of the Record Date, no Director owned shares of the Fund.
Expenses and Methods of Proxy Solicitation
It is anticipated that the total expenses of preparing, printing and mailing the proxy materials, soliciting and tabulating proxies, and related legal expenses will be approximately $29,000. These expenses will be borne by the Fund.Shareholder Proposals
The Fund has retained Computershare Fund Services (“Computershare”), located at 2950 Express Drive South, Suite 210, Islandia, New York 11749, a professional proxy solicitation firm, to assist with the distribution of proxy materials and the solicitation and tabulation of proxies at an aggregate cost of approximately $15,000 for the Fund. Representatives of BlackRock and its affiliates may also solicit proxies. Shareholder Meetings
The Fund generally isFunds do not required to hold annual meetings of shareholders, and the Fund currently does not intend to hold such meetings unless certain specifiedshareholders. A shareholder actions are requiredproposal intended to be taken under the Investment Company Act or the Fund’s charter documents. The Bylaws of the Fund generally provide that a shareholder meeting may be called at any time by the Secretary of the Fund upon the request of a majority of Directors of the Board.
Shareholder Proposals
Shareholders of the Fund wishing to submit proposals for inclusionincluded in a proxy statement for a subsequent shareholderfuture meeting of shareholders of a Fund must send their written proposal tobe received at the offices of the Fund, within50 Hudson Yards, New York, NY 10001, a reasonable time before the relevant Board’s solicitation relatingFund 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 is toof shareholders only if such proposal concerns a matter that may be made.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 thea 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 thethat Fund within a reasonable period of time before the relevant Board’sBoard Members’ solicitation relating to such meeting is made. Written proposals with regard
Shareholder Communications Shareholders who want to the Fund should be sent to the Secretary of the Fund, 100 Bellevue Parkway, Wilmington, Delaware 19809. Communicationscommunicate with the Board
Shareholders of the Fund who wish to send communications to the or any individual Board or a specified DirectorMember should submit the communication in writing to the attention of the Secretary of their Fund, 50 Hudson Yards, New York, NY 10001. The communication should indicate that you are a Fund shareholder. The communication should indicate that you are a Fund shareholder. If the Fund at: 100 Bellevue Parkway, Wilmington, Delaware 19809, Attention: Fund Secretary, identifying the correspondence ascommunication 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, 50 Hudson Yards, New York, 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 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 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. The Funds have retained Computershare Fund Services, located at PO Box 5696, Hauppauge, NY 11788-2847, a specified Director.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”) and BlackRock Hedge Fund Guided Portfolio Solution (“GPS”), a closed-end management investment company registered under the 1940 Act that is part of the BlackRock Fixed-Income Complex. 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. 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. General Management does not intend to present and does not have reason to believe that any other items of business other than voting with respect to Proposal 1 will be presented at the Meeting. However, if other matters are properly presented toat the Meeting for a vote, the proxies will be voted by the persons acting undernamed in the proxiesenclosed proxy upon such matters in accordance with their judgment of what is in the best interests of the Fund.Funds. A list of each Fund’s shareholders entitledof record as of the Record Date will be available electronically for inspection at the 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 will be available onMeeting) of such Fund, or by the chairman of the Meeting, website duringwhether 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 inspectionany other reason consistent with applicable state law and each Fund’s 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 registered shareholder. 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. 1526
Please vote promptly by signing and dating theeach enclosed proxy card or voting instruction form, and if received by mail, returning it (them) in the accompanying postage-paid return envelope OR by following the instructions on the enclosed instructionsproxy card(s) or voting instruction form(s) to provide voting instructionsvote by telephone or overvia the Internet. By Order of the Boards, | By Order of the Board of Directors,
| | Janey Ahn
Secretary of the Corporation
| | Dated: September 14, 2021
|
Janey Ahn Secretary of the Funds September 18, 2023 1627
APPENDIXAppendix A – Fund Information/Quorum and Voting Requirements
List of Applicable Fundamental Investment Restrictions
The following istable lists (i) each Fund, (ii) the form of organization of each Fund, (iii) the voting rights of shares of each Fund, (iv) the quorum requirement for each Fund and (v) the vote required to approve Proposal 1 with respect to each Fund. The Funds are listed in bold type. Portfolios that are series of a listFund are listed in italics under the name of the fundamental investment restrictions that will applyFund. References to “shares” mean the Fund if shareholders vote, and, if applicable, provide voting instructions, “FOR” Proposal 1: Under its fundamental investment restrictions,shares of stock of the Fund may not:Fund.
| 1. | | | | | | | | Fund/Portfolio1 | | Concentrate its investmentsForm of
Organization
| | Voting Rights | | Quorum
Requirement | | Vote Required to
Approve Proposal 12 | | 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 High Yield Portfolio | | | | | | | | | | | | | | | 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 particular industry, as that term is usedvote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the Investment Company Act.votes cast | | | | | | BlackRock High Yield V.I. Fund | | | | | | | | | | | | | | BlackRock Total Return V.I. Fund | | | | | | | | |
| 1 | 2. | Borrow money, except as permitted underThe Portfolios of series Funds are set forth below the Investment Company Act.
name of the applicable Fund. |
| 2 | 3. | Issue senior securitiesThe 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 1, the extent such issuance would violatequorum requirement applies to all shareholders of the Investment Company Act.Fund as a whole. The approval of the shareholders of all relevant Portfolios that are series of the applicable Fund voting together is required.
|
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 11, 2023: | | | | | | | | | 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 | |
| (1) | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
B-1
Appendix C – Compensation of the Board Members and Board Nominees Each Independent Board Member and non-management Interested Board Member is paid an annual retainer of $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 $10,000 board meeting fee for special unscheduled meetings or meetings in excess of six Board meetings held in a calendar year, together with out-of-pocket expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. In addition, the Chair of the Boards and the Vice Chair of the Board are paid an additional annual retainer of $100,000 and $60,000, respectively. The Chairs of the Audit Committee, Performance Oversight Committee, Compliance Committee, and Governance and Nominating Committee are each paid an additional annual retainer of $45,000, $37,500, $45,000 and $37,500, respectively. 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’s total compensation paid by funds in the BlackRock Fixed-Income Complex may be deferred pursuant to the BlackRock 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 certain funds in the BlackRock 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 its fiscal year ended December 31, 2022 and the total compensation paid to each Independent Board Member by the BlackRock-advised Funds for the calendar year ended December 31, 2022. Mr. Fairbairn and Mr. Perlowski, the other current Board Members of the Funds, serve without compensation from the Funds because of their affiliation with BlackRock, Inc. and its affiliates. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fund/Portfolio(1) | | 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) | | BlackRock Series Fund II, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield Portfolio | | $ | 28,055 | | | $ | 26,338 | | | $ | 23,997 | | | $ | 23,685 | | | $ | 25,558 | | | $ | 31,489 | | | $ | 31,333 | | | $ | 28,367 | | | | | | | | | | | BlackRock Variable Series Funds II, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield V.I. Fund | | $ | 1,081 | | | $ | 1,025 | | | $ | 949 | | | $ | 939 | | | $ | 982 | | | $ | 1,192 | | | $ | 1,187 | | | $ | 1,073 | | BlackRock Total Return V.I. Fund | | $ | 1,178 | | | $ | 1,117 | | | $ | 1,033 | | | $ | 1,021 | | | $ | 1,069 | | | $ | 1,301 | | | $ | 1,295 | | | $ | 1,170 | | | | | | | | | | | Total Compensation from the Funds and Other BlackRock-Advised Funds(3) | | $ | 465,000 | | | $ | 497,500 | | | $ | 400,000 | | | $ | 395,000 | | | $ | 415,453 | | | $ | 520,000 | | | $ | 587,500 | | | $ | 520,453 | |
| (1) | | 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 Fixed-Income Complex to Dr. Fabozzi, Mr. Flores, Ms. Harris, Mr. Holloman, Dr. Hubbard, Dr. Kester and Ms. Lynch is $1,172,873, $239,580, $238,473, $249,920, $3,546,573, $1,645,645 and $425,559, respectively, as of December 31, 2022. Ms. Egan did not participate in the deferred compensation plan as of December 31, 2022. |
| (3) | 4. | Purchase or hold real estate, exceptFor the Fund may purchase and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage- related securities and securities of issuers engagedIndependent Board Members, this amount represents the aggregate compensation earned from the funds in the real estate business,BlackRock Fixed-Income Complex during the calendar year ended December 31, 2022. Of this amount, Dr. Fabozzi, Mr. Flores, Ms. Harris, Mr. Holloman, Dr. Hubbard, Dr. Kester and Ms. Lynch deferred $74,625, $200,000, $197,500, $207,726, $260,000, $88,125 and $78,067, respectively, pursuant to the Fund may purchase and hold real estate as a resultBlackRock Fixed-Income Complex’s deferred compensation plan.
|
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 ownership of securities or other instruments.applicable Fund. |
| (2) | 5. | Underwrite securities issued by others, except toMs. Robards retired and resigned as a Board Member of the extent that the saleFunds effective as of portfolio securities by the Fund may be deemed to be an underwriting or as otherwise permitted by applicable law.
May 31, 2022. |
| 6. | Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.
|
C-2 | 7. | Make loans to the extent prohibited by the Investment Company Act.
|
| 8. | Make any investment inconsistent with the Fund’s classification as a diversified company under the Investment Company Act. *
|
Appendix D – Executive Officers of the Funds * | Indicates a current fundamental investment restriction of the Fund that is not proposed to be amended in Proposal 1.
|
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 1940 Act) by virtue of that individual’s position with BlackRock or its affiliates described in the table below. Information Pertaining to the Executive Officers A-1
| | | | | PROXYName, Address
and Year of Birth(1) | | BLACKROCK TOTAL RETURN V.I FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 26, 2021
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSPosition(s) Held
(Length of Service)
| | Principal Occupations(s)
During Past 5 Years | Jennifer McGovern 1977 | | Vice President (Since 2018) | | 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 from 2013 to 2019. | | | | Trent Walker 1974 | | Chief Financial Officer (Since 2021) | | Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds. | | | | Jay M. Fife 1970 | | Treasurer (Since 2018) | | Managing Director of BlackRock, Inc. since 2007. | | | | Aaron Wasserman 1974 | | Chief Compliance Officer (“CCO”) (Since 2023) | | Managing Director of BlackRock, Inc. since 2018; Chief Compliance Officer of the BlackRock-advised Funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex since 2023; Deputy Chief Compliance Officer for the BlackRock-advised Funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex from 2014 to 2023. | | | | Lisa Belle 1968 | | Anti-Money Laundering Compliance Officer (Since 2019) | | Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012. | | | | Janey Ahn 1975 | | Secretary (Since 2018) | | Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017. |
| 1 | | The address of each Officer is c/o BlackRock, Inc., 50 Hudson Yards, New York, NY 10001. |
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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | | | — | |
| 1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
| * | | “D&T” refers to Deloitte & Touche LLP. |
Tax Fees and All Other Fees | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Fees2 | | All Other Fees3 | Fund1 | | 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 | | | | | 14,900 | | | | | 9,800 | | | | | 431 | | | | | 210 | | | | | | | | BlackRock Variable Series Funds II, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield V.I. Fund | | | | 12/31 | | | | | 14,900 | | | | | 13,600 | | | | | 431 | | | | | 210 | | BlackRock Total Return V.I. Fund | | | | 12/31 | | | | | 14,900 | | | | | 14,900 | | | | | 431 | | | | | 210 | |
| 1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
| 2 | | All Tax Fees consist solely of fees relating to services provided for tax compliance and/or tax preparation. |
| 3 | | The Other Fees represent each Fund’s allocable share of fees paid for issuance of Compliance Attestation Reports pursuant to Rule 38a-1 under the 1940 Act. The amount paid by each Fund and other BlackRock open-end and closed-end funds is allocated evenly across all funds in existence during the period when the applicable services were performed. |
E-1
Aggregate Non-Audit Fees for Services Provided to Each Fund and its Affiliated Service Providers Pre-Approved by the Audit Committee | | | | | | | | | | | | | | | | | | | 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 | |
| 1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
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/Portfolios. Additional information about the investment manager and sub-advisers is set forth after the table below. | | | | | | | Fund1 | | Investment Manager | | Sub-Adviser(s) | | Administrator | BlackRock Series Fund II, Inc. | | | | | | | BlackRock High Yield Portfolio | | BlackRock Advisors, LLC | | BlackRock International Limited | | —2 | | | | | BlackRock Variable Series Funds II, Inc. | | | | | | | BlackRock High Yield V.I. Fund | | BlackRock Advisors, LLC | | BlackRock International Limited | | —2 | BlackRock Total Return V.I. Fund | | BlackRock Advisors, LLC | | BlackRock International Limited BlackRock (Singapore) Limited | | —2 |
| 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. |
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 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 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% Share Ownership As of September 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. | | | | | | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | | Percentage of
Outstanding
Shares of
Class Owned | | 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 | | | 2,650,736.88 | | | | 60.01% | | | | | | | | Transamerica Life Ins. Co. Merrill Lynch Variable Life Separate Account 4333 Edgewood Rd. NE MS 4410 Cedar Rapids, IA 52499-0001 | | | 775,919.07 | | | | 17.57% | | | | | | | | Transamerica Life Ins. Co. Variable Account A of Monarch Life Insurance Company 4333 Edgewood Rd. NE MS 4410 Cedar Rapids, IA 52499-0001 | | | 554,484.64 | | | | 12.55% | | | | | | | | Transamerica Financial Life Insurance Company Merrill Lynch of NY Variable Life Separate Account 4333 Edgewood Rd. NE MS 4410 Cedar Rapids, IA 52499-0000 | | | 390,130.54 | | | | 8.83% | | 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 | | | 8,235,100.17 | | | | 21.28% | | | | | | | | Transamerica Life Insurance Company Merrill Lynch Life Variable Annuity Separate Account A 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | | | 5,724,161.83 | | | | 14.79% | | | | | | | | Mac & Co FBO Model Portfolio 500 Grant Street, Room 151-1010 Pittsburgh, PA 15258 | | | 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% | | | | | | | | Nationwide Life Insurance Company P.O. Box 182029 Columbus, OH 43218-2029 | | | 3,362,718.20 | | | | 8.69% | |
G-1
| | | | | | | | | | | 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% | |
| 1 | | 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 BlackRock Total Return V.I.the Fund (the “Fund”), a series of BlackRock Variable Series Funds II, Inc. (the “Corporation”),listed above, hereby appoints John M. Perlowski andJaney 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/MJLQLHV,MX9AUM2, on October 26, 2021November 9, 2023 at 10:30 a.m. (Eastern time), 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 ONE OR MORE PROPOSALS,THE PROPOSAL, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BHP_33515_090523 PLEASE SIGN AND DATE ON THE REVERSE SIDE. xxxxxxxxxxxxxx code IN THEIR DISCRETION,
THE PROXIES ARE AUTHORIZEDBOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE. TO VOTE, UPON SUCH OTHER BUSINESSMARK BLOCKS BELOW IN BLUE OR BLACK INK AS MAY PROPERLY BE PRESENTED AT THE SPECIAL MEETING OF SHAREHOLDERS OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. | | | | | | | EASY VOTING OPTIONS: | | | | | | 
| | VOTE ON THE INTERNET
Log on to:
https://www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
| | | | | | | | VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
| | | | | | | | VOTE BY MAIL
Vote, sign and date this Proxy Card and return in the
postage-paid envelope
| | | | | | 
| | VOTE AT THE VIRTUAL MEETING
at the following Website:
https://meetnow.global/MJLQLHV
on October 26, 2021 at 10:30 a.m., Eastern time.
To Participate in the Virtual Meeting,
enter the 14-digit control number from
the shaded box on this card.
|
FUND
BlackRock Total Return V.I. Fund
| | | | | | | | | | | | | | | THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS, “FOR” THE PROPOSALS. | | | | | | | | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒ | | | | | | | | | | | | | | | A
| | Proposals | | | | | | | | | | | | 1. | | To approve the amendment or elimination, as applicable, of certain of the Fund’s fundamental investment restrictions and an amendment to the Corporation’s bylaws to reflect the amendment of such fundamental investment restrictions with respect to the Fund as follows: | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | 1a. | | To approve the amendment of the fundamental investment restriction regarding concentration. | | ☐ | | ☐ | | ☐ | | | | | | | | | 1b. | | To approve the amendment of the fundamental investment restriction regarding borrowing. | | ☐ | | ☐ | | ☐ | | | | | | | | | 1c. | | To approve the amendment of the fundamental investment restriction regarding the issuance of senior securities and an amendment to the Corporation’s bylaws to reflect the amendment of such fundamental investment restriction with respect to the Fund. | | ☐ | | ☐ | | ☐ | | | | | | | | | 1d. | | To approve the amendment of the fundamental investment restriction regarding investing in real estate. | | ☐ | | ☐ | | ☐ | | | | | | | | | 1e. | | To approve the amendment of the fundamental investment restriction regarding underwriting and an amendment to the Corporation’s bylaws to reflect the amendment of such fundamental investment restriction with respect to the Fund. | | ☐ | | ☐ | | ☐ | | | | | | | | | 1f. | | To approve the amendment of the fundamental investment restriction regarding investing in commodities. | | ☐ | | ☐ | | ☐ | | | | | | | | | 1g. | | To approve the amendment of the fundamental investment restriction regarding lending. | | ☐ | | ☐ | | ☐ | | | | | | | | | 1h. | | To approve the elimination of the fundamental investment restriction regarding investing for the purpose of exercising control or management. | | ☐ | | ☐ | | ☐ | | |
| | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | 2. To approve an amendment to the Corporation’s bylaws to remove fundamental policies and all references thereto with respect to the Fund.
| | ☐ | | ☐ | | ☐ | | | | | | | | | To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
| | | | | | | | |
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 October 26, 2021. November 9, 2023. The Notice of Joint Special Meeting and the Joint Proxy Statement and Proxy card for this meetingthe Meeting are available at: https://www.proxy-direct.com/blk-32307blk-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 | | | | | | | | | | | | | B
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 BHY 33515 xxxxxxxx
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
| | 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, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
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| | | | | | | | | Date (mm/dd/yyyy) — Please print date below
| | | | Signature 1 — Please keep signature within the box
| | | | Signature 2 — Please keep signature within the box
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| | | | | xxxxxxxxxxxxxx
| | TRV1 32307
| | xxxxxxxx
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