STATEMENT OF ADDITIONAL INFORMATION BlackRock Variable Series Funds, Inc. 100 Bellevue Parkway, Wilmington, Delaware 19809 Phone No. (800) 441-7762 BlackRock Variable Series Funds, Inc. (the Company ) is an open-end management investment company which has a wide range of investment objectives among its eighteen separate funds (hereinafter referred to as the Funds or individually as a Fund ): BlackRock Advantage Large Cap Core V.I. Fund, BlackRock Advantage Large Cap Value V.I. Fund, BlackRock Advantage U.S. Total Market V.I. Fund, BlackRock Basic Value V.I. Fund, BlackRock Capital Appreciation V.I. Fund, BlackRock Equity Dividend V.I. Fund, BlackRock Global Allocation V.I. Fund, BlackRock Global Opportunities V.I. Fund, BlackRock Government Money Market V.I. Fund, BlackRock High Yield V.I. Fund, BlackRock International V.I. Fund, BlackRock ishares Alternative Strategies V.I. Fund, BlackRock ishares Dynamic Allocation V.I. Fund, BlackRock Large Cap Focus Growth V.I. Fund, BlackRock Managed Volatility V.I. Fund, BlackRock S&P 500 Index V.I. Fund, BlackRock Total Return V.I. Fund and BlackRock U.S. Government Bond V.I. Fund. Three separate classes of common stock ( Common Stock ), Class I Common Stock, Class II Common Stock and Class III Common Stock, may be issued, as applicable, for each Fund. This Statement of Additional Information of the Company is not a prospectus and should be read in conjunction with the Prospectuses of BlackRock Advantage Large Cap Core V.I. Fund, BlackRock Advantage Large Cap Value V.I. Fund, BlackRock Advantage U.S. Total Market V.I. Fund, BlackRock Basic Value V.I. Fund, BlackRock Capital Appreciation V.I. Fund, BlackRock Equity Dividend V.I. Fund, BlackRock Global Allocation V.I. Fund, BlackRock Government Money Market V.I. Fund, BlackRock High Yield V.I. Fund, BlackRock International V.I. Fund, BlackRock ishares Alternative Strategies V.I. Fund, BlackRock ishares Dynamic Allocation V.I. Fund, BlackRock Large Cap Focus Growth V.I. Fund, BlackRock Managed Volatility V.I. Fund, BlackRock S&P 500 Index V.I. Fund, BlackRock Total Return V.I. Fund and BlackRock U.S. Government Bond V.I. Fund. each dated May 1, 2018, as they may be amended or supplemented from time to time (each, a Prospectus ), which have been filed with the Securities and Exchange Commission (the Commission or the SEC ) and can be obtained, without charge, by calling (800) 441-7762 or by writing to the Company at the above address. Each Fund s Prospectus is incorporated by reference into this Statement of Additional Information, and Part I of this Statement of Additional Information and the portions of Part II of this Statement of Additional Information that relate to each Fund have been incorporated by reference into each Fund s Prospectus. The portions of Part II of this Statement of Additional Information that do not relate to the Funds do not form a part of the Funds Statement of Additional Information, have not been incorporated by reference into each Fund s Prospectus and should not be relied upon by investors in the Funds. The audited financial statements of the Funds are incorporated into this Statement of Additional Information by reference to the Funds Annual Report to Shareholders for the fiscal year ended December 31, 2017 (the Annual Report ). You may request a copy of the Annual Report at no charge by calling (800) 441-7762 between 8:00 a.m. and 6:00 p.m. Eastern time on any business day. References to the Investment Company Act of 1940, as amended (the Investment Company Act or the 1940 Act ), or other applicable law, will include any rules promulgated thereunder and any guidance, interpretations or modifications by 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. BlackRock Advisors, LLC Manager BlackRock Investments, LLC Distributor The date of this Statement of Additional Information is May 1, 2018. BlackRock Advantage Large Cap Core V.I. Fund (Class I, Class II, Class III) BlackRock Advantage Large Cap Value V.I. Fund (Class I, Class II, Class III) BlackRock Advantage U.S. Total Market V.I. Fund (Class I, Class II, Class III) BlackRock Basic Value V.I. Fund (Class I, Class II, Class III) BlackRock Capital Appreciation V.I. Fund (Class I, Class III) BlackRock Equity Dividend V.I. Fund (Class I, Class III) BlackRock Global Allocation V.I. Fund (Class I, Class II, Class III) BlackRock Government Money Market V.I. Fund (Class I) BlackRock High Yield V.I. Fund (Class I, Class III) BlackRock International V.I. Fund (Class I) BlackRock isharest Alternative Strategies V.I. Fund (Class I, Class III) BlackRock isharest Dynamic Allocation V.I. Fund (Class I, Class III) BlackRock Large Cap Focus Growth V.I. Fund (Class I, Class III) BlackRock Managed Volatility V.I. Fund (Class I, Class III) BlackRock S&P 500 Index V.I. Fund (Class I, Class II) BlackRock Total Return V.I. Fund (Class I, Class III) BlackRock U.S. Government Bond V.I. Fund (Class I, Class III)
TABLE OF CONTENTS PART I Investment Objectives and Policies... I-1 Investment Restrictions... I-20 Information on Directors and Officers... I-25 Management and Advisory Arrangements... I-39 Information on Distribution Related Expenses... I-59 Computation of Offering Price Per Share... I-62 Portfolio Transactions and Brokerage... I-62 Purchase of Shares... I-70 Dividends and Taxes... I-70 Additional Information... I-73 Financial Statements... I-83 PART II (All Funds Except the Government Money Market V.I. Fund) Investment Risks and Considerations... II-1 Management and Other Service Arrangements... II-69 Selective Disclosure of Portfolio Holdings... II-72 Purchase of Shares... II-85 Redemption of Shares... II-100 Shareholder Services... II-102 Pricing of Shares... II-106 Portfolio Transactions and Brokerage... II-109 Dividends and Taxes... II-113 Performance Data... II-120 Proxy Voting Policies and Procedures... II-122 General Information... II-122 Appendix A Description of Bond Ratings... A-1 Appendix B Proxy Voting Policies... B-1 PART II (Government Money Market V.I. Fund) Investment Risks and Considerations... II-1 Management and Other Service Arrangements... II-15 Purchase of Shares... II-28 Redemption of Shares... II-44 Shareholder Services... II-50 Determination of Net Asset Value... II-52 Yield Information... II-52 Portfolio Transactions... II-53 Dividends and Taxes... II-55 Proxy Voting Policies and Procedures... II-60 General Information... II-60 Appendix A Description of Bond Ratings... A-1 Appendix B Proxy Voting Policies... B-1 Page
PART I: INFORMATION ABOUT THE FUND Part I of this Statement of Additional Information ( SAI ) sets forth information about each Fund. It includes information about the Company s Board of Directors (the Board or the Board of Directors ), the management services provided to and the management fees paid by each Fund and information about other fees applicable to and services provided to each Fund. This Part I of this SAI should be read in conjunction with each Fund s Prospectus and those portions of Part II of this SAI that pertain to the Funds. Shares of each Fund are sold to separate accounts ( Separate Accounts ) of insurance companies ( Insurance Companies ) to fund certain variable life insurance and/or variable annuity contracts (together, Contracts ) issued by such companies. Certain Insurance Companies may be affiliates of BlackRock Advisors, LLC ( BlackRock or the Manager ). The rights of the Insurance Companies as shareholders should be distinguished from the rights of a Contract owner, which are set forth in the Contract. A Contract owner has no interest in the shares of each Fund, but only in the Contract. A Contract is described in the prospectus for that Contract. That prospectus describes the relationship between increases or decreases in the net asset value of shares of each Fund, and any distributions on such shares, and the benefits provided under a Contract. The prospectus for the Contracts also describes various fees payable to the Insurance Companies and charges to the Separate Accounts made by the Insurance Companies with respect to the Contracts. Since shares of the Funds will be sold only to the Insurance Companies for the Separate Accounts, the terms shareholder and shareholders in this SAI refer to the Insurance Companies. I. Investment Objectives and Policies The investment objective of each Fund is included in its Prospectus. Set forth below is a listing of some of the types of investments and investment strategies that each Fund may use, and the risks and considerations associated with those investments and investment strategies. Please see Part II of this SAI for further information on these investments and investment strategies. Information contained in Part II about the risks and considerations associated with investments and/or investment strategies applies only to the extent the Fund makes each type of investment or uses each investment strategy. Information that does not apply to the Fund does not form a part of the Fund s SAI and should not be relied on by investors in the Fund. Only information that is clearly identified as applicable to each Fund is considered to form a part of that Fund s SAI. BlackRock Capital Appreciation V.I. Fund BlackRock Equity Dividend V.I. Fund BlackRock Global Allocation V.I. Fund BlackRock Basic Value V.I. Fund 144A Securities X X X X Asset-Backed Securities X Asset-Based Securities X X Precious Metal-Related Securities X X X Bank Loans X Borrowing and Leverage X X X X Cash Flows; Expenses Cash Management X X X X Collateralized Debt Obligations X Collateralized Bond Obligations X Collateralized Loan Obligations X Commercial Paper X X X X Commodity-Linked Derivative Instruments and Hybrid Instruments X Qualifying Hybrid Instruments X Hybrid Instruments Without Principal Protection X Limitations on Leverage X Counterparty Risk X Convertible Securities X X X X Cyber Security Issues X X X X Debt Securities X X X X Depositary Receipts (ADRs, EDRs and GDRs) X X X X I-1
BlackRock Basic Value V.I. Fund BlackRock Capital Appreciation V.I. Fund BlackRock Equity Dividend V.I. Fund BlackRock Global Allocation V.I. Fund Derivatives X X X X Hedging X X X X Indexed and Inverse Securities X X X X Swap Agreements X X X X Interest Rate Swaps, Caps and Floors X Credit Default Swap Agreements and Similar Instruments X Contracts for Difference X X Credit Linked Securities X Interest Rate Transactions and Swaptions X Total Return Swap Agreements X Types of Options X X X X Options on Securities and Securities Indices X X X X Call Options X X X X Put Options X X X X Options on Government National Mortgage Association ( GNMA ) Certificates X Risks Associated with Options X X X X Futures X X X X Risks Associated with Futures X X X X Foreign Exchange Transactions X X X X Forward Foreign Exchange Transactions X X X X Currency Futures X X X X Currency Options X X X X Currency Swaps X X X X Limitations on Currency Transactions X X X X Risk Factors in Hedging Foreign Currency X X X X Risk Factors in Derivatives X X X X Credit Risk X X X X Currency Risk X X X X Leverage Risk X X X X Liquidity Risk X X X X Correlation Risk X X X X Index Risk X X X X Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives X X X X Distressed Securities X X Dollar Rolls X Equity Securities X X X X Exchange Traded Notes ( ETNs ) X Foreign Investment Risks X X X X Foreign Market Risk X X X X Foreign Economy Risk X X X X Currency Risk and Exchange Risk X X X X Governmental Supervision and Regulation/ Accounting Standards X X X X Certain Risks of Holding Fund Assets Outside the United States X X X X Publicly Available Information X X X X Settlement Risk X X X X Funding Agreements X Guarantees X Illiquid or Restricted Securities X X X X Inflation-Indexed Bonds X Inflation Risk X X X X Information Concerning the Indexes I-2
BlackRock Basic Value V.I. Fund BlackRock Capital Appreciation V.I. Fund BlackRock Equity Dividend V.I. Fund BlackRock Global Allocation V.I. Fund S&P 500 Index Russell Indexes MSCI Indexes FTSE Indexes Initial Public Offering ( IPO ) Risk X X X X Interfund Lending Program X X X X Borrowing, to the extent permitted by the Fund s investment policies and restrictions X X X X Lending, to the extent permitted by the Fund s investment policies and restrictions Investment Grade Debt Obligations X X X X Investment in Emerging Markets X X X X Brady Bonds Investment in Other Investment Companies X X X X Exchange Traded Funds X X X X Junk Bonds X X Lease Obligations Life Settlement Investments Liquidity Management X X X X Master Limited Partnerships X X X Merger Transaction Risk Mezzanine Investments X Money Market Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks X X X X Money Market Securities X X X X Mortgage-Related Securities X X Mortgage-Backed Securities X X Collateralized Mortgage Obligations ( CMOs ) X X Adjustable Rate Mortgage Securities CMO Residuals Stripped Mortgage-Backed Securities Tiered Index Bonds TBA Commitments X X X Municipal Investments X Risk Factors and Special Considerations Relating to Municipal Bonds X Description of Municipal Bonds X General Obligation Bonds X Revenue Bonds X Private Activity Bonds ( PABs ) X Moral Obligation Bonds X Municipal Notes X Municipal Commercial Paper X Municipal Lease Obligations X Tender Option Bonds X Yields Variable Rate Demand Obligations ( VRDOs ) and Participating VRDOs Transactions in Financial Futures Contracts Call Rights Municipal Interest Rate Swap Transactions Insured Municipal Bonds Build America Bonds Net Interest Margin ( NIM ) Securities Participation Notes X Pay-in-kind Bonds X X I-3
BlackRock Basic Value V.I. Fund BlackRock Capital Appreciation V.I. Fund BlackRock Equity Dividend V.I. Fund BlackRock Global Allocation V.I. Fund Portfolio Turnover Rates X X X Preferred Stock X X X X Real Estate Related Securities X X X X Real Estate Investment Trusts ( REITs ) X X X X Repurchase Agreements and Purchase and Sale X X X X Contracts Reverse Repurchase Agreements X X Rights Offerings and Warrants to Purchase X X X X Risk of Investing in China X X X Securities Lending X X X X Securities of Smaller or Emerging Growth Companies Short Sales X X X X See note A below See note A below See note A below X Also see note B below X Sovereign Debt Standby Commitment Agreements X X X Stripped Securities X Structured Notes X X Supranational Entities X X Tax-Exempt Derivatives Tax-Exempt Preferred Shares Taxability Risk Trust Preferred Securities X X X X U.S. Government Obligations X X X X U.S. Treasury Obligations X X X X Utility Industries X X X X When-Issued Securities, Delayed Delivery Securities X X X X and Forward Commitments Yields and Ratings X X Zero Coupon Securities X X A B The Fund may only maintain short positions in forward currency contracts, options, futures contracts and options on futures contracts and may make short sales against the box. In addition to making short sales, the Fund may maintain short positions in forward currency contracts, options, futures contracts and options on futures contracts and may make short sales against the box. BlackRock U.S. Government Bond V.I. Fund BlackRock High Yield V.I. Fund BlackRock International V.I. Fund 144A Securities X X X Asset-Backed Securities X X X Asset-Based Securities X X Precious Metal-Related Securities X X X Bank Loans X X Borrowing and Leverage X X X Cash Flows; Expenses X X Cash Management X X X Collateralized Debt Obligations X X Collateralized Bond Obligations X X Collateralized Loan Obligations X X Commercial Paper X X X Commodity-Linked Derivative Instruments and Hybrid Instruments X Qualifying Hybrid Instruments I-4
BlackRock U.S. Government Bond V.I. Fund BlackRock High Yield V.I. Fund BlackRock International V.I. Fund Hybrid Instruments Without Principal Protection Limitations on Leverage Counterparty Risk Convertible Securities X X X Cyber Security Issues X X X Debt Securities X X X Depositary Receipts (ADRs, EDRs and GDRs) X X X Derivatives X X X Hedging X X X Indexed and Inverse Securities X X X Swap Agreements X X X Interest Rate Swaps, Caps and Floors X X Credit Default Swap Agreements and Similar Instruments X X Contracts for Difference X Credit Linked Securities X X Interest Rate Transactions and Swaptions X X X Total Return Swap Agreements X X Types of Options See note 1 below X X Options on Securities and Securities Indices X X X Call Options See note 1 below X X Put Options See note 1 below X X Options on Government National Mortgage Association ( GNMA ) Certificates X Risks Associated with Options X X X Futures X X X Risks Associated with Futures X X X Foreign Exchange Transactions X X X Forward Foreign Exchange Transactions X X X Currency Futures X X X Currency Options See note 1 below X X Currency Swaps X X X Limitations on Currency Transactions X X X Risk Factors in Hedging Foreign Currency X X X Risk Factors in Derivatives X X X Credit Risk X X X Currency Risk X X X Leverage Risk X X X Liquidity Risk X X X Correlation Risk X X Index Risk X X Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives X X X Distressed Securities X Dollar Rolls X X X Equity Securities X X Exchange Traded Notes ( ETNs ) Foreign Investment Risks X X X Foreign Market Risk X X X Foreign Economy Risk X X X Currency Risk and Exchange Risk X X X Governmental Supervision and Regulation/Accounting Standards X X X Certain Risks of Holding Fund Assets Outside the United States X X X Publicly Available Information X X X Settlement Risk X X X Funding Agreements X X I-5
BlackRock U.S. Government Bond V.I. Fund BlackRock High Yield V.I. Fund Guarantees X X BlackRock International V.I. Fund Illiquid or Restricted Securities X X X Inflation-Indexed Bonds X Inflation Risk X X X Information Concerning the Indexes S&P 500 Index Russell Indexes MSCI Indexes FTSE Indexes Initial Public Offering ( IPO ) Risk X X Interfund Lending Program X X X Borrowing, to the extent permitted by the Fund s investment policies and restrictions X X X Lending, to the extent permitted by the Fund s investment policies and restrictions X Investment Grade Debt Obligations X X X Investment in Emerging Markets X X X Brady Bonds X Investment in Other Investment Companies X X X Exchange Traded Funds X X X Junk Bonds X X Lease Obligations X X Life Settlement Investments Liquidity Management X X X Master Limited Partnerships X Merger Transaction Risk Mezzanine Investments X Money Market Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks X X X Money Market Securities X X X Mortgage-Related Securities X X X Mortgage-Backed Securities X X X Collateralized Mortgage Obligations ( CMOs ) X X Adjustable Rate Mortgage Securities X X CMO Residuals X Stripped Mortgage-Backed Securities X Tiered Index Bonds X TBA Commitments X X Municipal Investments X X Risk Factors and Special Considerations Relating to Municipal Bonds Description of Municipal Bonds X X General Obligation Bonds X X Revenue Bonds X X Private Activity Bonds ( PABs ) X X Moral Obligation Bonds X X Municipal Notes X X Municipal Commercial Paper X X Municipal Lease Obligations X X Tender Option Bonds X X Yields X X Variable Rate Demand Obligations ( VRDOs ) and Participating VRDOs Transactions in Financial Futures Contracts X X Call Rights X X X X X X I-6
BlackRock U.S. Government Bond V.I. Fund BlackRock High Yield V.I. Fund BlackRock International V.I. Fund Municipal Interest Rate Swap Transactions X X Insured Municipal Bonds X X Build America Bonds X X Net Interest Margin ( NIM ) Securities Participation Notes X Pay-in-kind Bonds X X Portfolio Turnover Rates X X X Preferred Stock X X X Real Estate Related Securities X X Real Estate Investment Trusts ( REITs ) X X X Repurchase Agreements and Purchase and Sale Contracts X X X Reverse Repurchase Agreements X X X Rights Offerings and Warrants to Purchase X X X Risks of Investing in China X Securities Lending X X X Securities of Smaller or Emerging Growth Companies X Short Sales See note 2 below See note 2 below See note 3 below Sovereign Debt X X X Standby Commitment Agreements X X X Stripped Securities X X Structured Notes X X X Supranational Entities X X Tax-Exempt Derivatives Tax-Exempt Preferred Shares Taxability Risk X Trust Preferred Securities X X U.S. Government Obligations X X X U.S. Treasury Obligations X X X Utility Industries X X When-Issued Securities, Delayed Delivery Securities and Forward Commitments X X X Yields and Ratings X X Zero Coupon Securities X X 1 2 3 The Fund may purchase (but not write) currency options. The Fund may only maintain short positions in forward currency contracts, options, futures contracts and options on futures contracts and may make short sales against the box. The Fund may only make short sales against the box. I-7
BlackRock isharest Alternative Strategies V.I. Fund BlackRock isharest Dynamic Allocation V.I. Fund 144A Securities X X Asset-Backed Securities X X Asset-Based Securities X X Precious Metal-Related Securities X X Bank Loans X X Borrowing and Leverage X X Cash Flows; Expenses X X Cash Management X X Collateralized Debt Obligations X X Collateralized Bond Obligations X X Collateralized Loan Obligations X X Commercial Paper X X Commodity-Linked Derivative Instruments and Hybrid Instruments X X Qualifying Hybrid Instruments X X Hybrid Instruments Without Principal Protection X X Limitations on Leverage X X Counterparty Risk X X Convertible Securities X X Cyber Security Issues X X Debt Securities X X Depositary Receipts (ADRs, EDRs and GDRs) X X Derivatives X X Hedging X X Indexed and Inverse Securities X X Swap Agreements X X Interest Rate Swaps, Caps and Floors X X Credit Default Swap Agreements and Similar Instruments X X Contracts for Difference X X Credit Linked Securities X X Interest Rate Transactions and Swaptions X X Total Return Swap Agreements X X Types of Options X X Options on Securities and Securities Indices X X Call Options X X Put Options X X Options on Government National Mortgage Association ( GNMA ) Certificates X X Risks Associated with Options X X Futures X X Risks Associated with Futures X X Foreign Exchange Transactions X X Forward Foreign Exchange Transactions X X Currency Futures X X Currency Options X X Currency Swaps X X Limitations on Currency Transactions X X Risk Factors in Hedging Foreign Currency X X Risk Factors in Derivatives X X Credit Risk X X Currency Risk X X I-8
BlackRock isharest Alternative Strategies V.I. Fund BlackRock isharest Dynamic Allocation V.I. Fund Leverage Risk X X Liquidity Risk X X Correlation Risk X X Index Risk X X Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives X X Distressed Securities X X Dollar Rolls X X Equity Securities X X Exchange Traded Notes ( ETNs ) X X Foreign Investment Risks X X Foreign Market Risk X X Foreign Economy Risk X X Currency Risk and Exchange Risk X X Governmental Supervision and Regulation/Accounting Standards X X Certain Risks of Holding Fund Assets Outside the United States X X Publicly Available Information X X Settlement Risk X X Funding Agreements X X Guarantees X X Illiquid or Restricted Securities X X Inflation-Indexed Bonds X X Inflation Risk X X Information Concerning the Indexes X X S&P 500 Index X X Russell Indexes X X MSCI Indexes X X FTSE Indexes X X Initial Public Offering ( IPO ) Risk X X Interfund Lending Program X X Borrowing, to the extent permitted by the Fund s investment policies and restrictions X X Lending, to the extent permitted by the Fund s investment policies and restrictions X X Investment Grade Debt Obligations X X Investment in Emerging Markets X X Brady Bonds X X Investment in Other Investment Companies X X Exchange Traded Funds X X Junk Bonds X X Lease Obligations X X Life Settlement Investments X X Liquidity Management X X Master Limited Partnerships X X Merger Transaction Risk X X Mezzanine Investments X X Money Market Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks X X Money Market Securities X X Mortgage-Related Securities X X I-9
BlackRock isharest Alternative Strategies V.I. Fund BlackRock isharest Dynamic Allocation V.I. Fund Mortgage-Backed Securities X X Collateralized Mortgage Obligations ( CMOs ) X X Adjustable Rate Mortgage Securities X X CMO Residuals X X Stripped Mortgage-Backed Securities X X Tiered Index Bonds X X TBA Commitments X X Municipal Investments X X Risk Factors and Special Considerations Relating to Municipal Bonds X X Description of Municipal Bonds X X General Obligation Bonds X X Revenue Bonds X X Private Activity Bonds ( PABs ) X X Moral Obligation Bonds X X Municipal Notes X X Municipal Commercial Paper X X Municipal Lease Obligations X X Tender Option Bonds X X Yields X X Variable Rate Demand Obligations ( VRDOs ) and Participating VRDOs X X Transactions in Financial Futures Contracts X X Call Rights X X Municipal Interest Rate Swap Transactions X X Insured Municipal Bonds X X Tax Credit Bonds X X Build America Bonds X X Net Interest Margin ( NIM ) Securities X X Participation Notes X X Pay-in-kind Bonds X X Portfolio Turnover Rates X X Preferred Stock X X Real Estate Related Securities X X Real Estate Investment Trusts ( REITs ) X X Repurchase Agreements and Purchase and Sale Contracts X X Reverse Repurchase Agreements X X Rights Offerings and Warrants to Purchase X X Risks of Investing in China X X Securities Lending X X Securities of Smaller or Emerging Growth Companies X X Short Sales X X Sovereign Debt X X Standby Commitment Agreements X X Stripped Securities X X Structured Notes X X Supranational Entities X X Tax-Exempt Derivatives X X Tax-Exempt Preferred Shares X X Taxability Risk X X Trust Preferred Securities X X U.S. Government Obligations X X I-10
BlackRock isharest Alternative Strategies V.I. Fund BlackRock isharest Dynamic Allocation V.I. Fund U.S. Treasury Obligations X X Utility Industries X X When-Issued Securities, Delayed Delivery Securities and Forward Commitments X X Yields and Ratings X X Zero Coupon Securities X X BlackRock Advantage Large Cap Core V.I. Fund BlackRock Large Cap Focus Growth V.I. Fund BlackRock Advantage Large Cap Value V.I. Fund BlackRock Advantage U.S. Total Market V.I. Fund 144A Securities X X X X Asset-Backed Securities Asset-Based Securities X X X X Precious Metal-Related Securities X X X X Bank Loans Borrowing and Leverage X X X X Cash Flows; Expenses Cash Management X X X X Collateralized Debt Obligations Collateralized Bond Obligations Collateralized Loan Obligations Commercial Paper X X X X Commodity-Linked Derivative Instruments and Hybrid Instruments X X X Qualifying Hybrid Instruments Hybrid Instruments Without Principal Protection Limitations on Leverage Counterparty Risk Convertible Securities X X X X Cyber Security Issues X X X X Debt Securities X X X X Depositary Receipts (ADRs, EDRs and GDRs) X X X X Derivatives X X X X Hedging X X X X Indexed and Inverse Securities X X X X Swap Agreements X X X X Interest Rate Swaps, Caps and Floors Credit Default Swap Agreements and Similar Instruments Contracts for Difference X X X X Credit Linked Securities X X X X Interest Rate Transactions and Swaptions Total Return Swap Agreements X X X X Types of Options X X X X Options on Securities and Securities Indices X X X X Call Options X X X X Put Options X X X X Options on Government National Mortgage Association ( GNMA ) Certificates Risks Associated with Options X X X X Futures X X X X Risks Associated with Futures X X X X Foreign Exchange Transactions X X X X Forward Foreign Exchange Transactions X X X X I-11
BlackRock Advantage Large Cap Core V.I. Fund BlackRock Large Cap Focus Growth V.I. Fund BlackRock Advantage Large Cap Value V.I. Fund BlackRock Advantage U.S. Total Market V.I. Fund Currency Futures X X X X Currency Options X X X X Currency Swaps X X X X Limitations on Currency Transactions X X X X Risk Factors in Hedging Foreign Currency X X X X Risk Factors in Derivatives X X X X Credit Risk X X X X Currency Risk X X X X Leverage Risk X X X X Liquidity Risk X X X X Correlation Risk X X X Index Risk X X X Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives X X X X Distressed Securities X X X Dollar Rolls Equity Securities X X X X Exchange Traded Notes ( ETNs ) Foreign Investment Risks X X X X Foreign Market Risk X X X X Foreign Economy Risk X X X X Currency Risk and Exchange Risk X X X X Governmental Supervision and Regulation/ Accounting Standards X X X X Certain Risks of Holding Fund Assets Outside the United States X X X X Publicly Available Information X X X X Settlement Risk X X X X Funding Agreements Guarantees Illiquid or Restricted Securities X X X X Inflation-Indexed Bonds Inflation Risk Information Concerning the Indexes S&P 500 Index Russell Indexes MSCI Indexes FTSE Indexes Initial Public Offering ( IPO ) Risk X X X X Interfund Lending Program X X X X Borrowing, to the extent permitted by the Fund s investment policies and restrictions X X X X Lending, to the extent permitted by the Fund s investment policies and restrictions X Investment Grade Debt Obligations X X X X Investment in Emerging Markets X X X X Brady Bonds Investment in Other Investment Companies X X X X Exchange Traded Funds X X X X Junk Bonds Lease Obligations Life Settlement Investments Liquidity Management X X X X Master Limited Partnerships X X X X Merger Transaction Risk X X X X I-12
BlackRock Advantage Large Cap Core V.I. Fund BlackRock Large Cap Focus Growth V.I. Fund BlackRock Advantage Large Cap Value V.I. Fund BlackRock Advantage U.S. Total Market V.I. Fund Mezzanine Investments Money Market Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks X X X X Money Market Securities X X X X Mortgage-Related Securities Mortgage-Backed Securities Collateralized Mortgage Obligations ( CMOs ) Adjustable Rate Mortgage Securities CMO Residuals Stripped Mortgage-Backed Securities Tiered Index Bonds TBA Commitments Municipal Investments Description of Municipal Bonds General Obligation Bonds Revenue Bonds Private Activity Bonds ( PABs ) Moral Obligation Bonds Municipal Notes Municipal Commercial Paper Municipal Lease Obligations Tender Option Bonds Yields Variable Rate Demand Obligations ( VRDOs ) and Participating VRDOs Transactions in Financial Futures Contracts Call Rights Municipal Interest Rate Swap Transactions Insured Municipal Bonds Build America Bonds Net Interest Margin ( NIM ) Securities Participation Notes X Pay-in-kind Bonds Portfolio Turnover Rates X X X X Preferred Stock X X X X Real Estate Related Securities X X X X Real Estate Investment Trusts ( REITs ) X X X X Repurchase Agreements and Purchase and Sale X X X X Contracts Reverse Repurchase Agreements X X X X Rights Offerings and Warrants to Purchase X X X X Risks of Investing in China Securities Lending X X X X Securities of Smaller or Emerging Growth Companies Short Sales X X X X See note 5 below See note 5 below See note 6 below See note 5 below Sovereign Debt Standby Commitment Agreements X X X X Stripped Securities Structured Notes Supranational Entities Tax-Exempt Derivatives Tax-Exempt Preferred Shares Taxability Risk I-13
BlackRock Advantage Large Cap Core V.I. Fund BlackRock Large Cap Focus Growth V.I. Fund BlackRock Advantage Large Cap Value V.I. Fund BlackRock Advantage U.S. Total Market V.I. Fund Trust Preferred Securities U.S. Government Obligations X X X X U.S. Treasury Obligations X X X X Utility Industries X X X X When-Issued Securities, Delayed Delivery Securities and Forward Commitments X X X X Yields and Ratings Zero Coupon Securities 5 6 The Fund may only maintain short positions in forward currency contracts, options, futures contracts and options on futures contracts and may make short sales against the box. The Fund may only make short sales against the box. BlackRock Managed Volatility V.I. Fund BlackRock S&P 500 Index V.I. Fund BlackRock Total Return V.I. Fund 144A Securities X X X Asset-Backed Securities X X Asset-Based Securities X X Precious Metal-Related Securities X X X Bank Loans X X Borrowing and Leverage X X X Cash Flows; Expenses X X X Cash Management X X X Collateralized Debt Obligations X X Collateralized Bond Obligations X X Collateralized Loan Obligations X X Commercial Paper X X X Commodity-Linked Derivative Instruments and Hybrid Instruments X Qualifying Hybrid Instruments X Hybrid Instruments Without Principal Protection X Limitations on Leverage X Counterparty Risk X Convertible Securities X X X Cyber Security Issues X X X Debt Securities X X X Depositary Receipts (ADRs, EDRs and GDRs) X X X Derivatives X X X Hedging X X X Indexed and Inverse Securities X X X Swap Agreements X X X Interest Rate Swaps, Caps and Floors X X Credit Default Swap Agreements and Similar Instruments X X Contracts for Difference X X Credit Linked Securities X X Interest Rate Transactions and Swaptions X X Total Return Swap Agreements X X X Types of Options X X Options on Securities and Securities Indices X X Call Options X X Put Options X X Options on Government National Mortgage Association ( GNMA ) Certificates Risks Associated with Options X X Futures X X X Risks Associated with Futures X X X X X I-14
BlackRock Managed Volatility V.I. Fund BlackRock S&P 500 Index V.I. Fund BlackRock Total Return V.I. Fund Foreign Exchange Transactions X X X Forward Foreign Exchange Transactions X X Currency Futures X X Currency Options X X Currency Swaps X X Limitations on Currency Transactions X X Risk Factors in Hedging Foreign Currency X X Risk Factors in Derivatives X X X Credit Risk X X X Currency Risk X X Leverage Risk X X X Liquidity Risk X X X Correlation Risk X X X Index Risk X X X Additional Risk Factors of OTC Transactions; Limitations on the Use of X X X OTC Derivatives Distressed Securities X X Dollar Rolls X X Equity Securities X X X Exchange Traded Notes ( ETNs ) X X Foreign Investment Risks X X X Foreign Market Risk X X X Foreign Economy Risk X X X Currency Risk and Exchange Risk X X X Governmental Supervision and Regulation/Accounting Standards X X X Certain Risks of Holding Fund Assets Outside the United States X X X Publicly Available Information X X X Settlement Risk X X X Funding Agreements X Guarantees X X Illiquid or Restricted Securities X X X Inflation-Indexed Bonds X X Inflation Risk X X X Information Concerning the Indexes X X S&P 500 Index X X Russell Indexes X MSCI Indexes X FTSE Indexes Initial Public Offering ( IPO ) Risk X X Interfund Lending Program X X X Borrowing, to the extent permitted by the Fund s investment policies X X X and restrictions Lending, to the extent permitted by the Fund s investment policies and restrictions Investment Grade Debt Obligations X X Investment in Emerging Markets X X X Brady Bonds X X Investment in Other Investment Companies X X X Exchange Traded Funds X X X Junk Bonds X Lease Obligations X Life Settlement Investments X Liquidity Management X X Master Limited Partnerships X X X Merger Transaction Risk X Mezzanine Investments X X I-15
BlackRock Managed Volatility V.I. Fund BlackRock S&P 500 Index V.I. Fund BlackRock Total Return V.I. Fund Money Market Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks X X X Money Market Securities X X X Mortgage-Related Securities X X Mortgage-Backed Securities X X Collateralized Mortgage Obligations ( CMOs ) X X Adjustable Rate Mortgage Securities X X CMO Residuals X Stripped Mortgage-Backed Securities X X Tiered Index Bonds X X TBA Commitments X X Municipal Investments X X Risk Factors and Special Considerations Relating to Municipal Bonds X X Description of Municipal Bonds X X General Obligation Bonds X X Revenue Bonds X X Private Activity Bonds ( PABs ) X X Moral Obligation Bonds X Municipal Notes X X Municipal Commercial Paper X X Municipal Lease Obligations X X Tender Option Bonds X X Yields X X Variable Rate Demand Obligations ( VRDOs ) and Participating VRDOs X X Transactions in Financial Futures Contracts X X Call Rights X X Municipal Interest Rate Swap Transactions X X Insured Municipal Bonds X X Build America Bonds X X Net Interest Margin ( NIM ) Securities X Participation Notes X Pay-in-kind Bonds X X Portfolio Turnover Rates X X X Preferred Stock X X X Real Estate Related Securities X X X Real Estate Investment Trusts ( REITs ) X X X Repurchase Agreements and Purchase and Sale Contracts X X X Reverse Repurchase Agreements X X Rights Offerings and Warrants to Purchase X X X Risks of Investing in China X X X Securities Lending X X X Securities of Smaller or Emerging Growth Companies X X X Short Sales X Also see note 7 below See note 8 below X Also see note 7 below Sovereign Debt X X Standby Commitment Agreements X Stripped Securities X Structured Notes X X Supranational Entities X X Tax-Exempt Derivatives X Tax-Exempt Preferred Shares X Taxability Risk Trust Preferred Securities X X U.S. Government Obligations X X X I-16
BlackRock Managed Volatility V.I. Fund BlackRock S&P 500 Index V.I. Fund BlackRock Total Return V.I. Fund U.S. Treasury Obligations X X X Utility Industries X X X When-Issued Securities, Delayed Delivery Securities and Forward X X X Commitments Yields and Ratings X X X Zero Coupon Securities X X 7 8 In addition to making short sales, the fund may maintain short positions in forward currency contracts, options, futures contracts and options on futures contracts and may make short sales against the box. The Fund may only make short sales against the box. Bank Money Instruments Commercial Paper and Other Short Term Obligations Cyber Security Issues Foreign Bank Money Instruments Foreign Short Term Debt Instruments Forward Commitments Interfund Lending Program Borrowing, to the extent permitted by the Fund s investment policies and restrictions Lending, to the extent permitted by the Fund s investment policies and restrictions Investment in Other Investment Companies Municipal Investments Municipal Securities Municipal Securities Derivatives Products Municipal Notes Municipal Commercial Paper Municipal Lease Obligations Municipal Securities Short-Term Maturity Standards Municipal Securities Quality Standards Municipal Securities Other Factors VRDOs and Participating VRDOs Purchase of Securities with Fixed Price Puts Repurchase Agreements and Purchase and Sale Contracts Reverse Repurchase Agreements Rule 2a-7 Requirements Securities Lending Structured Notes Taxable Money Market Securities U.S. Government Obligations Variable and Floating Rate Instruments When-Issued Securities and Delayed Delivery Securities and Forward Commitments Government Money Market V.I. Fund X X X X X X X X X X X Insurance Law Restrictions. In order for shares of each Fund to remain eligible investments for the Separate Accounts, it may be necessary, from time to time, for the Fund to limit its investments in certain types of securities in accordance with the insurance laws or regulations of the various states in which the Contracts are sold. New York insurance law requires that investments of each Fund be made with the degree of care of an ordinarily prudent person. The Manager believes that compliance with this standard will not have any negative impact on the performance of the Funds. Other Considerations. The Manager will use its best efforts to assure that each Fund complies with certain investment limitations of the Internal Revenue Service ( IRS ) to assure favorable income tax treatment for the I-17
Contracts. It is not expected that such investment limitations will materially affect the ability of each Fund to achieve its investment objective. Regulation Regarding Derivatives. The Commodity Futures Trading Commission ( CFTC ) subjects advisers to registered investment companies to regulation by the CFTC if a fund that is advised by the investment adviser either (i) invests, directly or indirectly, more than a prescribed level of its liquidation value in CFTC-regulated futures, options and swaps ( CFTC Derivatives ), or (ii) markets itself as providing investment exposure to such instruments. The CFTC also subjects advisers to registered investment companies to regulation by the CFTC if the registered investment company invests in one or more commodity pools. To the extent a Fund uses CFTC Derivatives, it intends to do so below such prescribed levels and will not market itself as a commodity pool or a vehicle for trading such instruments. BlackRock has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act ( CEA ) pursuant to Rule 4.5 under the CEA ( Rule 4.5 ) with respect to BlackRock Basic Value V.I. Fund, BlackRock Capital Appreciation V.I. Fund, BlackRock Equity Dividend V.I. Fund, BlackRock Government Money Market V.I. Fund, BlackRock International V.I. Fund, BlackRock isharest Alternative Strategies V.I. Fund, BlackRock isharest Dynamic Allocation V.I. Fund, BlackRock Advantage Large Cap Core V.I. Fund, BlackRock Large Cap Focus Growth V.I. Fund, BlackRock Advantage Large Cap Value V.I. Fund, BlackRock S&P 500 Index V.I. Fund and BlackRock Advantage U.S. Total Market V.I. Fund. BlackRock is not, therefore, subject to registration or regulation as a commodity pool operator under the CEA in respect of such Funds. Due to BlackRock Total Return V.I. Fund s and BlackRock U.S. Government Bond V.I. Fund s potential use of CFTC Derivatives above the prescribed levels, however, each of BlackRock Total Return V.I. Fund and BlackRock U.S. Government Bond V.I. Fund will be considered a commodity pool under the CEA. Accordingly, BlackRock, the adviser of BlackRock Total Return V.I. Fund and BlackRock U.S. Government Bond V.I. Fund, has registered as a commodity pool operator and is subject to CFTC regulation in respect of such Funds. BlackRock Global Allocation V.I. Fund, BlackRock High Yield V.I. Fund and BlackRock Managed Volatility V.I. Fund may also have investments in underlying funds (and such underlying funds themselves may invest in underlying funds) not advised by BlackRock (which for purposes of the no-action letter referenced below may include certain securitized vehicles, mortgage real estate investment trusts and/or investment companies that may invest in CFTC Derivatives), and therefore may be viewed by the CFTC as commodity pools. BlackRock has no transparency into the holdings of these underlying funds because they are not advised by BlackRock. To address this issue of lack of transparency, the CFTC staff issued a no-action letter on November 29, 2012 permitting the adviser of a fund that invests in such underlying funds and that would otherwise have filed a claim of exclusion pursuant to Rule 4.5 to delay registration as a commodity pool operator until six months from the date on which the CFTC issues additional guidance on the treatment of CFTC Derivatives held by underlying funds. BlackRock, the adviser of BlackRock Global Allocation V.I. Fund, BlackRock High Yield V.I. Fund and BlackRock Managed Volatility V.I. Fund, has filed a claim with the CFTC for such Funds to rely on this no-action relief. Accordingly, BlackRock is not subject to registration or regulation as a commodity pool operator under the CEA in respect of such Funds. BlackRock isharest Alternative Strategies V.I. Fund s primary vehicle for gaining exposure to the commodities markets is expected to be through investments in ishares Alternative Strategies V.I. Fund (Cayman), a wholly owned subsidiary of BlackRock isharest Alternative Strategies V.I. Fund formed in the Cayman Islands (the Alternative Strategies Subsidiary ), which invests primarily in commodities, commodity-related instruments and other derivatives. BlackRock isharest Dynamic Allocation V.I. Fund s primary vehicle for gaining exposure to the commodities markets is expected to be through investments in ishares Dynamic Allocation V.I. Fund (Cayman), a wholly owned subsidiary of BlackRock isharest Dynamic Allocation V.I. Fund formed in the Cayman Islands (the Dynamic Allocation Subsidiary and with the Alternative Strategies Subsidiary each, a Subsidiary and collectively, the Subsidiaries ), which invests primarily in commodities, commodity-related instruments and other derivatives. Each Subsidiary may also hold cash and invest in other instruments, including fixed-income securities, either as investments or to serve as margin or collateral for the Subsidiary s derivative positions. Investments in the Subsidiaries BlackRock isharest Alternative Strategies V.I. Fund may invest up to 25% of its total assets in the shares of its wholly-owned and controlled Alternative Strategies Subsidiary. BlackRock isharest Dynamic Allocation V.I. Fund may invest up to 25% of its total assets in the shares of its wholly-owned and controlled Dynamic I-18
Allocation Subsidiary. Investments in the Subsidiaries are expected to provide the applicable Funds with exposure to the commodity markets within the limitations of Subchapter M of the Internal Revenue Code of 1986, as amended, and recent IRS revenue rulings, as discussed below. Each Subsidiary is advised by the Manager. Each Subsidiary (unlike the Funds) may invest without limitation in commodity-related instruments. However, each of the Alternative Strategies Subsidiary and Dynamic Allocation Subsidiary is otherwise subject to the same fundamental, non-fundamental and certain other investment restrictions as BlackRock isharest Alternative Strategies V.I. Fund and BlackRock isharest Dynamic Allocation V.I. Fund, respectively, including the timing and method of the valuation of the Subsidiary s portfolio investments and shares of the Subsidiary. Each Subsidiary is managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Company. Each Subsidiary is a company organized under the laws of the Cayman Islands, and is overseen by its own board of directors, which is comprised of Neal J. Andrews, Chief Financial Officer of the Company, and John M. Perlowski, a Director, President and Chief Executive Officer of the Company. Each of BlackRock isharest Alternative Strategies V.I. Fund and BlackRock isharest Dynamic Allocation V.I. Fund is the sole shareholder of the Alternative Strategies Subsidiary and the Dynamic Allocation Subsidiary, respectively, and shares of the Subsidiaries will not be sold or offered to other investors. Each Subsidiary invests primarily in underlying ETFs that primarily invest in commodities. Although BlackRock isharest Alternative Strategies V.I. Fund and BlackRock isharest Dynamic Allocation V.I. Fund may enter into these commodity-related instruments directly, BlackRock isharest Alternative Strategies V.I. Fund and BlackRock isharest Dynamic Allocation V.I. Fund will likely gain exposure to these commodity-related instruments indirectly by investing in the Alternative Strategies Subsidiary and Dynamic Allocation Subsidiary, respectively. To the extent that BlackRock believes that these commodity-related instruments provide suitable exposure to the commodities market, BlackRock isharest Alternative Strategies V.I. Fund s and BlackRock isharest Dynamic Allocation V.I. Fund s investments in the Subsidiaries will likely increase. Each Subsidiary may also hold cash and invest in other instruments, including fixed-income securities, either as investments or to serve as margin or collateral for the Subsidiary s derivative positions. The Manager manages the assets of each Subsidiary, but receives no additional compensation for doing so. The Manager also provides certain administrative services for the Subsidiaries, but receives no additional compensation for doing so. Each Subsidiary will also enter into separate contracts for the provision of advisory, sub-advisory, custody and accounting agent services with the same or with affiliates of the same service providers that provide those services to BlackRock isharest Alternative Strategies V.I. Fund and BlackRock isharest Dynamic Allocation V.I. Fund. The financial statements of the Alternative Strategies Subsidiary and Dynamic Allocation Subsidiary will be consolidated with the financial statements in the Annual and Semi-Annual Reports of BlackRock isharest Alternative Strategies V.I. Fund and BlackRock isharest Dynamic Allocation V.I. Fund, respectively. The Annual and Semi-Annual Reports are distributed to shareholders. Copies of the Annual Report are provided without charge upon request as indicated on the front cover of this SAI. The Subsidiaries are not registered under the Investment Company Act, and, unless otherwise noted in each Fund s Prospectus or this SAI, are not subject to all the investor protections of the Investment Company Act. However, BlackRock isharest Alternative Strategies V.I. Fund and BlackRock isharest Dynamic Allocation V.I. Fund wholly own and control the Alternative Strategies Subsidiary and Dynamic Allocation Subsidiary, respectively, and each Fund and Subsidiary are managed by the Manager, making it unlikely that a Subsidiary will take action contrary to the interests of the Fund and its shareholders. The Company s Board of Directors has oversight responsibility for the investment activities of each Fund, including, with respect to BlackRock isharest Alternative Strategies V.I. Fund and BlackRock isharest Dynamic Allocation V.I. Fund, each Fund s investment in the respective Subsidiary, and each Fund s role as sole shareholder of its respective Subsidiary. As noted above, the Subsidiaries will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as their respective Funds. The Subsidiaries are managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by the Company. In addition, changes in the laws of the United States and/or the Cayman Islands could result in the inability of each Fund and/or Subsidiary to operate as described in each Fund s Prospectus and this SAI, and could adversely affect the Funds. For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, I-19