Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

BBIF Money Fund

BBIF Treasury Fund

BIF Money Fund

BIF Treasury Fund

BlackRock Asian Dragon Fund, Inc.

BlackRock Emerging Markets Fund, Inc.

BlackRock Financial Institutions Series Trust

BlackRock Funds^SM

BlackRock Funds III

BlackRock Funds IV

BlackRock Funds VI

BlackRock Index Funds, Inc.

BlackRock Large Cap Series Funds, Inc.

BlackRock Latin America Fund, Inc.

BlackRock Liquidity Funds

BlackRock Series, Inc.

Funds For Institutions Series

Master Institutional Money Market LLC

Master Investment Portfolio

Master Investment Portfolio II

Master Large Cap Series LLC

Master Money LLC

Master Treasury LLC

Quantitative Master Series LLC

Ready Assets Government Liquidity Fund

Ready Assets U.S.A. Government Money Fund

Ready Assets U.S. Treasury Money Fund

Retirement Series Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Table of Contents

Table of Contents

October 3, 2018

Dear Shareholder:

Joint special meetings of shareholders of the following funds (each, a “Fund” or an “Equity-Liquidity Fund,” which may also be collectively referred to herein as the “Equity-Liquidity Complex”) will be held at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 10:30 a.m. (Eastern time) (the “Meeting”) to consider and vote on the proposals discussed in the enclosed joint proxy statement.

The Funds and the series of the Funds are set forth on Appendix A to the enclosed joint proxy statement. You have received this letter and joint proxy statement because you were a shareholder of record of at least one Equity-Liquidity Fund on September 24, 2018 (the “Record Date”). The purpose of the Meeting, as described in the enclosed joint proxy statement, is to seek shareholder approval in connection with a realignment of the boards of directors/trustees overseeing the mutual funds and closed-end funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors and/or their affiliates (collectively, “BlackRock” and such funds, the “BlackRock-advised Funds”). The current boards of directors/trustees of the BlackRock-advised Funds (the “Existing Boards,” the members of which are referred to as “Existing Board Members”) are proposing this realignment following a comprehensive review in consultation with BlackRock.

Currently, the BlackRock-advised Funds are divided into three different complexes – the Equity-Liquidity Complex, the Equity-Bond Complex and the Closed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”) – and the same individuals comprise the boards of directors/trustees of the BlackRock-advised Funds within a Fund Complex. It is proposed that the three current boards of directors/trustees and the Fund Complexes they oversee be realigned and consolidated into two boards of directors/trustees and two Fund Complexes. Subject to shareholder approval, one board of directors/trustees (referred to in this proxy statement as “Board I”) would focus on the oversight of the BlackRock-advised non-index fixed-income mutual funds and all of the BlackRock-advised closed-end funds within the BlackRock Fund complex, including fixed-income mutual funds that are designed for sale through insurance company separate accounts (collectively, the “Insurance Funds”). Subject to shareholder approval, the second board of directors/trustees (referred to in this proxy statement as “Board II”) would

Table of Contents

focus on the oversight of the BlackRock-advised equity, multi-asset, index and money market funds within the BlackRock Fund complex, including equity, multi-asset, index and money market Insurance Funds. Shareholders of the funds in the Equity-Bond Complex, including the Insurance Funds in the Equity-Bond Complex (collectively, the “Equity-Bond Funds”) are being asked to approve the Board Nominees to Board I and Board II, as applicable, in separate proxy statements. Board I and Board II are referred to together as the “New Boards.”

Following the proposed realignment, certain Equity-Liquidity Funds (referred to in the enclosed joint proxy statement as “Group B Funds”) would be overseen by Board I, and certain Equity-Liquidity Funds (referred to in the enclosed joint proxy statement as “Group A Funds”) would be overseen by Board II. As explained in the enclosed joint proxy statement, shareholders of Group A Funds are being asked to elect fifteen nominees to Board II and shareholders of Group B Funds are being asked to elect eleven nominees to Board I. Such nominees (collectively, the “Board Nominees”) have been reviewed and unanimously approved by your Fund’s Existing Board, subject to approval by the Fund’s shareholders. The Existing Boards have reviewed the qualifications and backgrounds of the applicable Board Nominees and believe that their election is in your best interest.

If you are a shareholder of a Fund or a series of a Fund that is organized as a “feeder” in a “master/feeder” structure where the master fund is a part of the Equity-Liquidity Complex, you will also be asked to provide voting instructions to your feeder Fund as to how, as a beneficial owner of the master fund, your feeder Fund should vote in connection with the election of the Board Nominees for the Board of your feeder Fund’s respective master Fund.

Please note that separate joint proxy statements are being sent to shareholders of the BlackRock-advised Funds in the Equity-Bond Complex, who are also being asked to vote on the election of the applicable Board Nominees to the boards of directors/trustees of their BlackRock-advised Fund in the Equity-Bond Complex. If you were also a shareholder of record on the Record Date of one or more BlackRock-advised Funds in the Equity-Bond Complex, you will receive a separate joint proxy statement(s), proxy card(s) or voting instruction form(s) for such fund(s). Please be certain to vote by telephone or via the Internet with respect to each BlackRock-advised Fund in which you are a shareholder of record or sign, date and return each proxy card and/or voting instruction form you receive. If elected by shareholders of the Funds at the Meeting, the Board Nominees would take office effective on January 1, 2019 or such later date as will be communicated to shareholders if the Meeting is adjourned, postponed or delayed.

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

Your vote is important. Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date. If you are a registered shareholder, to gain admission, you must present valid photographic identification, such as a driver’s license or passport. If you are a beneficial shareholder of a Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee), you will also be required to show satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker, financial intermediary or other nominee or broker’s statement indicating share ownership as of the Record Date.

If you are a registered shareholder, you may vote your shares in person by ballot at the Meeting. If you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your bank, broker, financial intermediary or other nominee and present it at the Meeting.

Table of Contents

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

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

Even if you plan to attend the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by completing, signing and dating each proxy card or voting instruction form you receive, and returning it (them) in the accompanying postage-paid return envelope.

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

If you have any questions about the proposals to be voted on, please call Computershare toll-free at 1-866-200-9096.

Sincerely,

Benjamin Archibald

Secretary of the Funds

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

Table of Contents

IMPORTANT INFORMATION

FOR FUND SHAREHOLDERS

While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.

Questions and Answers

(i)

Table of Contents

Reasons for Board Realignment and Consolidation

(ii)

Table of Contents

(iii)

Table of Contents

(iv)

Table of Contents

(v)

Table of Contents

NOTICE OF JOINT SPECIAL MEETINGS OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 21, 2018

To the Shareholders:

Joint special meetings of the shareholders of the funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors set forth below (each, a “Fund” or an “Equity-Liquidity Fund”) will be held at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 10:30 a.m. (Eastern time) (the “Meeting”), to consider and vote on the proposals set forth below, as more fully described in the accompanying joint proxy statement. Each Fund is categorized in the accompanying joint proxy statement as a “Group A Fund” or a “Group B Fund” for purposes of electing the applicable Board Nominees (defined below) in Proposal 1(a) or Proposal 1(b).

In addition, shareholders of certain Funds (or certain series of Funds) that are organized as a “feeder” in a “master/feeder” structure (each, a “Feeder Fund”) are being asked to provide voting instructions to elect the applicable Board Nominees of the corresponding Fund or series of a Fund in which such Feeder Fund invests (the “Master Fund”). A list of the Funds (and/or series of Funds) that operate as Feeder Funds, shareholders of which are being asked to submit voting instructions on Proposals 2(a) or 2(b), and such Feeder Funds’ corresponding Master Funds, is set forth in Appendix B to the accompanying joint proxy statement.

Table of Contents

The purpose of the Meeting is to seek shareholder approval of the Board nominees named in the joint proxy statement (the “Board Nominees” or “Nominees”) to the boards of directors/trustees of the Funds (collectively, the “Boards”). Shareholders of Funds identified in the attached table as Group A Funds will vote on the proposal to elect the fifteen Board II Nominees, and shareholders of Funds identified in the attached table as Group B Funds will vote on the proposal to elect the eleven Board I Nominees. In addition, shareholders of Group A Funds that are Feeder Funds will be asked to provide voting instructions to their Group A Feeder Fund(s) regarding the proposal to elect the Board Nominees of the applicable Master Fund, and shareholders of BlackRock CoreAlpha Bond Fund will be asked to provide voting instructions to BlackRock CoreAlpha Bond Fund regarding the proposal to elect the Board Nominees of CoreAlpha Bond Master Portfolio.

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

The Board of your Fund(s) unanimously recommends that you vote, or provide voting instructions, “FOR” the election of each Board Nominee to the Board of your Fund(s).

Shareholders of record of a Fund as of the close of business on September 24, 2018 (the “Record Date”) are entitled to notice of and to vote at the Meeting and at any adjournments, postponements or delays thereof.

If you owned shares in more than one Fund or series of a Fund (each such series, a “Portfolio”) as of the Record Date, and/or if your Fund or Portfolio is organized as a Feeder Fund, you may receive more than one proxy card or voting instruction form. Please be certain to vote by telephone or via the Internet with respect to each Fund, including each Portfolio, in which you are a shareholder of record or sign, date and return each proxy card and voting instruction form you receive in the enclosed postage-paid return envelope.

If you have any questions about the proposals to be voted on, please call Computershare, the firm assisting us in the solicitation and tabulation of proxies, toll-free at 1-866-200-9096.

By Order of the Boards,

Benjamin Archibald

Secretary of the Funds

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

October 3, 2018

(ii)

Table of Contents

Equity-Liquidity Funds

Holding Joint Special Meetings of Shareholders on November 21, 2018¹  

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

(iii)

Table of Contents

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

(iv)

Table of Contents

Table of Contents

Table of Contents

BLACKROCK EQUITY-LIQUIDITY FUNDS

100 Bellevue Parkway

Wilmington, Delaware 19809

(800) 441-7762

JOINT SPECIAL MEETINGS OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 21, 2018

JOINT PROXY STATEMENT

This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the boards of directors or trustees (each, a “Board” or an “Existing Board” and the members of which are referred to as “Board Members” or “Existing Board Members”) of each of the registrants advised by BlackRock (defined below) listed in Appendix A to this Proxy Statement (each, a “Fund” or an “Equity-Liquidity Fund,” which may also be collectively referred to herein as the “Equity-Liquidity Complex”) for the election of directors or trustees. Each Fund is categorized in this Proxy Statement as a “Group A Fund” or a “Group B Fund” for purposes of electing the applicable Board Nominees (as defined below) in Proposal 1(a) or Proposal 1(b). In addition, if you are a shareholder of a Fund or a series of a Fund organized as a “feeder” in a “master/feeder” structure (each, a “Feeder Fund” and collectively, the “Feeder Funds”) where the master fund (each, a “Master Fund” and collectively, the “Master Funds”) is an Equity-Liquidity Fund (or a series of an Equity-Liquidity Fund), you will also be asked to provide voting instructions to your Feeder Fund as to how, as a beneficial owner of the corresponding Master Fund, your Feeder Fund should vote for the election of the Board Members overseeing such Master Fund (a list of Feeder Funds and their corresponding Master Funds is set forth in Appendix B). The proxies will be voted at the joint special meetings of shareholders of the Funds (the “Meeting”) and at any and all adjournments, postponements or delays thereof. The Meeting will take place at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 10:30 a.m. (Eastern time). The Meeting will be held for the purpose of electing fifteen nominees to the Board of each Group A Fund and eleven nominees to the Board of each Group B Fund (collectively, the “Board Nominees”).

The Board of each Fund has determined that the use of this Proxy Statement for the Meeting is in the best interests of such Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Shareholders will receive either a copy of this Proxy Statement and the accompanying proxy materials, which are expected to be mailed on or about October 9, 2018, or an Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meetings of Shareholders to be held on November 21, 2018 (the “Notice of Internet Availability of Proxy Materials”), which is expected to be mailed on or about October 10, 2018.

Each Fund is organized as a Massachusetts business trust (each, a “Massachusetts Trust”), a Maryland corporation (each, a “Maryland Corporation”), a Delaware statutory trust (each, a “Delaware Trust”), or a Delaware limited liability company (each, a “Delaware LLC”), and each is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). A list identifying the form of organization of each Fund is set forth on Appendix A. Certain of 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.

1

Table of Contents

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

Each Fund’s fiscal year end can be found on Appendices F and H.

Shareholders of record of a Fund as of the close of business on September 24, 2018 (the “Record Date”) are entitled to notice of and to vote at the Meeting and any and all adjournments, postponements or delays thereof. 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 Proposals 1(a) and 1(b), as applicable, for each Fund are also set forth in Appendix A. For each Fund that is organized as a series Fund, a quorum of the shareholders of such Fund as a whole, inclusive of the shareholders of each Portfolio of such Fund, is required in order to take any action at the Meeting with respect to Proposal 1(a) or 1(b) as applicable to that particular Fund.

The number of outstanding shares of each class of each Fund and Portfolio as of the close of business on the Record Date are shown in Appendix C. To the knowledge of each Fund, as of the Record Date, no person was the beneficial owner of more than five percent of a class of the outstanding shares of the Fund or of a Portfolio of the Fund, except as set forth in Appendix J.

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

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

2

Table of Contents

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

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

Copies of each Fund’s most recent annual report and semi-annual report can be obtained on a website maintained by BlackRock, Inc. at www.blackrock.com. In addition, each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the applicable Fund at 100 Bellevue Parkway, Wilmington, Delaware 19809, or by calling toll-free at 1-800-441-7762. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the U.S. Securities and Exchange Commission’s website at 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 a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials, or for instructions on how to request a separate copy of these documents or how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the Delaware address or phone number set forth above.

3

Table of Contents

SUMMARY OF PROPOSALS AND FUNDS VOTING

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

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

4

Table of Contents

5

Table of Contents

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

6

Table of Contents

PLEASE VOTE NOW. YOUR VOTE IS IMPORTANT.

7

Table of Contents

PROPOSALS 1(a), 1(b), 2(a) AND 2(b)—ELECTION OF BOARD NOMINEES

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

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

The purpose of Proposal 2(a) is to provide voting instructions to each Group A Feeder Fund with respect to how the Group A Feeder Fund, as a beneficial owner of the applicable Master Fund, should vote in connection with the election of fifteen Board Nominees to the Board of the applicable Master Fund.

The purpose of Proposal 2(b) is to provide voting instructions to BlackRock CoreAlpha Bond Fund with respect to how BlackRock CoreAlpha Bond Fund, as beneficial owner of CoreAlpha Bond Master Portfolio, should vote in connection with the election of eleven Board Nominees to the Board of CoreAlpha Bond Master Portfolio.

A list of the Group A Funds and Group B Funds appears on pages 4-6 of this Proxy Statement.

The election of the Board Nominees is being proposed as part of a larger initiative to realign and consolidate the Boards overseeing the mutual funds and closed-end funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors and/or their affiliates (collectively, the “BlackRock-advised Funds”). That initiative is described in more detail below. If elected by shareholders of the Funds at the Meeting, the Board Nominees would take office effective on January 1, 2019 or such later date as will be communicated to shareholders if the Meeting is adjourned, postponed or delayed.

Explanation of Board Realignment and Consolidation

Currently, the BlackRock-advised Funds are divided into three different complexes – the Equity-Liquidity Complex, the Equity-Bond Complex and the Closed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”) – and the same individuals comprise the boards of directors/trustees of the BlackRock-advised Funds within a Fund Complex. It is proposed that the three current boards of directors/trustees and the Fund Complexes they oversee be realigned and consolidated into two boards of directors/trustees and two Fund Complexes. Subject to shareholder approval, one board of directors/trustees (referred to in this Proxy Statement as “Board I”) would focus on the oversight of the BlackRock-advised non-index fixed-income mutual funds and all of the BlackRock-advised closed-end funds within the BlackRock Fund complex, including fixed-income mutual funds that are designed for sale through insurance company separate accounts (collectively, the “Insurance Funds”). Subject to shareholder approval, the second board of directors/trustees (referred to in this Proxy Statement as “Board II”) would focus on the oversight of the BlackRock-advised equity, multi-asset, index and money market funds within the BlackRock Fund complex, including equity, multi-asset, index and money market Insurance Funds. Shareholders of the funds in the Equity-Bond Complex, including the Insurance Funds in the Equity-Bond Complex (collectively, the “Equity-Bond Funds”) are being asked to approve the Board Nominees to Board I and Board II, as applicable, in separate proxy statements.

Board I is expected to be comprised of all of the current directors/trustees who currently serve on the boards of directors/trustees of the BlackRock-advised Funds in the Closed-End Complex (collectively, the “Closed-End Funds”), plus an additional director/trustee who currently

8

Table of Contents

serves on the boards of directors/trustees of the Equity-Bond Funds (collectively, the “Equity-Bond Board”). Board II is expected to be comprised of directors/trustees who currently serve on the boards of directors/trustees of the Equity-Liquidity Funds (collectively, the “Equity-Liquidity Board”) and directors/trustees who currently serve on the Equity-Bond Board, other than (i) the members of the Equity-Liquidity Board and the Equity-Bond Board who are scheduled to retire at the end of 2018, (ii) the current member of the Equity-Bond Board who has been nominated to serve on Board I and (iii) two current members of the Equity-Liquidity Board who are expected to serve as consultants to the Independent Board Members (as defined below) of each Group A Fund following the realignment and consolidation. As discussed below, this realignment and consolidation is expected to enable each of Board I and Board II to focus attention on issues of particular relevance to the types of funds that they oversee and to streamline and enhance the effectiveness of board oversight of the applicable Fund Complex.

Reasons for Board Realignment and Consolidation

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

9

Table of Contents

The Equity-Liquidity Board has concluded that the Board Nominees to Board II have the requisite capacity and expertise to oversee all of the Group A Funds and recommends that shareholders of Group A Funds vote for Proposal 1(a) and, if applicable, provide voting instructions for Proposal 2(a), and has concluded that the Board Nominees to Board I have the requisite capacity and expertise to oversee all of the Group B Funds and recommends that shareholders of Group B Funds vote for Proposal 1(b) and, if applicable, provide voting instructions for Proposal 2(b).

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

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

Nominees for Each Fund Board

The Board of each Equity-Liquidity Fund currently consists of 13 Board Members, 11 of whom are not “interested persons” (as defined in the Investment Company Act) (the “Independent Board Members”) of the Funds. One current Board Member, Rodney D. Johnson, is scheduled to retire from the Board of each Fund as of December 31, 2018, and therefore is not standing for re-election. Two current Board Members, Robert C. Robb, Jr. and Frederick W. Winter, are also not seeking re-election and are expected to serve as consultants to the Independent Board Members of each Group A Fund through the end of the calendar year in which they turn 75 years old.

The Board recommends, with respect to each of the Group A Funds, a vote “FOR” the election of each of Bruce R. Bond, Susan J. Carter, Collette Chilton, Neil A. Cotty, Robert Fairbairn, Lena G. Goldberg, Robert M. Hernandez, Henry R. Keizer, Cynthia A. Montgomery, Donald C. Opatrny, John M. Perlowski, Joseph P. Platt, Mark Stalnecker, Kenneth L. Urish and Claire A. Walton (the “Board II Nominees”).

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

Susan J. Carter, Collette Chilton, Neil A. Cotty, Robert Fairbairn, Cynthia A. Montgomery, John M. Perlowski, Joseph P. Platt, Mark Stalnecker, Kenneth L. Urish and Claire A. Walton currently

10

Table of Contents

serve as Board Members of the Funds, and each of the foregoing except Robert Fairbairn was previously elected by shareholders of the Funds.

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

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

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

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

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

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

11

Table of Contents

them, to interact effectively with the Funds’ investment advisers, sub-advisers, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Board Members.

Each Board believes that each Board Member’s/Nominee’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a Board Member of the Funds or director/trustee of other BlackRock-advised Funds (and any predecessor funds), other investment funds, public companies, 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.

12

Table of Contents

Board II Nominees (Group A Funds)

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

13

Table of Contents

14

Table of Contents

15

Table of Contents

16

Table of Contents

17

Table of Contents

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

18

Table of Contents

19

Table of Contents

20

Table of Contents

21

Table of Contents

Board I Nominees (Group B Funds)

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

22

Table of Contents

23

Table of Contents

24

Table of Contents

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

25

Table of Contents

26

Table of Contents

27

Table of Contents

28

Table of Contents

Existing Board Members Not Seeking Re-Election

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

29

Table of Contents

The table below discusses some of the experiences, qualifications and skills of each of the Existing Board Members who are not seeking re-election as a result of their retirement or transition to a consultant.

Board Leadership Structure and Oversight

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

30

Table of Contents

The Boards have overall responsibility for the oversight of the Funds. The Chair of each Board is an Independent Board Member, and the Chair (as set forth below) of each Board committee (each, a “Committee”) is an Independent Board Member. Each Board has five standing Committees: an Audit Committee, a Governance and Nominating Committee (the “Governance Committee”), a Compliance Committee, a Performance Oversight Committee and an Executive Committee. The Boards do not have a compensation committee because the executive officers of the Funds, other than the Funds’ Chief Compliance Officer (“CCO”), do not receive any direct compensation from the Funds and the CCO’s compensation is comprehensively reviewed by the Boards. The role of the Chair of the Boards is to preside at all meetings of the Boards, and to act as a liaison with service providers, officers, attorneys, and other Board Members between meetings. The Chair of each Committee performs a similar role with respect to the Committee. The Chair of the Boards or the Chair of a Committee may also perform such other functions as may be delegated by the Boards or the Committees from time to time. The Independent Board Members meet regularly outside the presence of Fund management, in executive session or with other service providers to the Funds. The Boards have regular in person meetings five times a year, including a meeting to consider the approval of the Funds’ investment management agreements, and if necessary, may hold special meetings before the next regular meeting. Each Committee of a Board meets regularly to conduct the oversight functions delegated to that Committee by the Board and reports its findings to the Board. Each Board and each standing Committee conducts annual assessments of its oversight function and structure. Each Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over management and to allocate areas of responsibility among Committees and the full Board to enhance effective oversight.

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

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

31

Table of Contents

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

Equity Securities Owned by Board Members and Board Nominees. Information relating to the amount of equity securities owned by Board Members/Nominees in the Funds that they oversee or are nominated to oversee in the BlackRock Fund Complexes, as of August 1, 2018, is set forth in Appendix E.

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

Board Meetings. Information relating to the number of times that the Boards met during each Fund’s most recent fiscal year is set forth in Appendix F.

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

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

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

Audit Committee. The principal responsibilities of the Audit Committee are to approve, and recommend to the full Board for approval, the selection, retention, termination and compensation of each Fund’s Independent Registered Public Accounting Firm and to oversee the Independent Registered Public Accounting Firm’s work. The Audit Committee’s responsibilities include, without limitation, to (1) evaluate the qualifications and independence of the Independent Registered Public Accounting Firm; (2) approve all audit engagement terms and fees for the Funds; (3) review the conduct and results of each independent audit of each Fund’s annual financial statements; (4) review any issues raised by the Independent Registered Public Accounting Firm or Fund management regarding the accounting or financial reporting policies and practices of the Fund and the internal controls of the Funds and certain service providers; (5) oversee the performance of each Fund’s Independent Registered Public Accounting Firm; (6) review and discuss with management and the Fund’s Independent Registered Public Accounting Firm the performance and findings of the Fund’s internal auditors; (7) discuss with Fund management its policies regarding risk assessment and risk management as such matters relate to each Fund’s financial reporting and controls; (8) resolve any disagreements between Fund management and the Independent Registered Public Accounting Firm regarding financial reporting; and (9) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Audit Committee. The Existing Board of each Fund has adopted a written charter for the Audit Committee, a copy of which is available at https://www.blackrock.com/investing/literature/shareholder-letters/eb-el-open-end-funds-audit-committee-charters.pdf.

The Audit Committee of each Fund, other than BlackRock LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Audit Committee meetings), met four times during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth in Appendix F.

32

Table of Contents

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

Kenneth L. Urish (Chair)

Neil A. Cotty

Claire A. Walton

Frederick W. Winter

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

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

The Governance Committee of each Fund, other than BlackRock LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Governance Committee meetings), met four times (for Funds with fiscal years ending 3/31 and 4/30), five times (for Funds with fiscal years ending 1/31, 5/31, 6/30 and 12/31), six times (for Funds with fiscal years ending 7/31 and 10/31) and seven times (for Funds with fiscal years ending 9/30) during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth in Appendix F.

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

Cynthia A. Montgomery (Chair)

Susan J. Carter

Collette Chilton

Robert C. Robb, Jr.    

33

Table of Contents

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

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

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

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

The Compliance Committee of each Fund, other than BlackRock LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Compliance Committee meetings), met four times during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth in Appendix F.

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

Joseph P. Platt (Chair)

Neil A. Cotty

Robert C. Robb, Jr.

Claire A. Walton

34

Table of Contents

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

Performance Oversight Committee. The Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee each Fund’s investment performance relative to its agreed-upon performance objectives and to assist the Independent Board Members in their consideration of investment advisory agreements. The Performance Oversight Committee’s responsibilities include, without limitation, to (1) review information on, and make recommendations to the full Board in respect of a Fund’s investment objective, policies and practices; (2) review information on each Fund’s investment performance; (3) review information on appropriate benchmarks and competitive universes and unusual or exceptional investment matters; (4) review personnel and other resources devoted to management of each Fund and evaluate the nature and quality of information furnished to the Performance Oversight Committee; (5) recommend any required action regarding changes in fundamental and non-fundamental investment policies and restrictions, fund mergers or liquidations; (6) request and review information on the nature, extent and quality of services provided to the shareholders; (7) make recommendations to the Board concerning the approval or renewal of investment advisory agreements; and (8) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Performance Oversight Committee. The Existing Board of each Fund has adopted a written charter for the Performance Oversight Committee.

The Performance Oversight Committee of each Fund, other than BlackRock LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Performance Oversight Committee meetings), met four times during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth in Appendix F.

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

Mark Stalnecker (Chair)

Susan J. Carter

Collette Chilton

Frederick W. Winter

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

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

The Executive Committee of each Fund did not meet during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth in Appendix F.

35

Table of Contents

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

Rodney D. Johnson (Chair)

Collette Chilton

Robert Fairbairn    

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

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

VOTE REQUIRED AND MANNER OF VOTING PROXIES

For each Fund, a quorum of the shareholders of a Fund as a whole, including the shareholders of the Portfolios of the Fund, if any, is required to be present in person or represented by proxy, in order to take any action at the Meeting with respect to Proposals 1(a) and 1(b) 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 Proposals 1(a) and 1(b) will be tabulated on a Fund basis, such that the votes of Portfolios that are series of the same Fund will be voted together as a single class with respect to the election of the Board members of that Fund. Approval of Proposals 1(a) and 1(b) will occur only if a sufficient number of votes at the Meeting are cast “FOR” the proposal. Abstentions and “broker non-votes” will not be counted as votes cast and therefore, abstentions and broker non-votes will have the same effect as a vote against Proposals 1(a) or 1(b), as applicable, for Funds (identified in Appendix A) which require a majority of the outstanding shares present, in person or by proxy. However, abstentions and broker non-votes will not have an effect on Proposals 1(a) or 1(b), as applicable, for Funds that require a plurality or a majority of the votes cast. Broker non-votes occur when shares are held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter. A vote requiring a plurality to elect Board Nominees for a Fund means that the Board Nominees receiving the largest number of votes cast will be elected to fill the available positions for that Fund.

The shareholders of each Fund organized as a Feeder Fund in a master/feeder structure (identified in Appendix B) where such Fund invests all or substantially all of its assets in a corresponding Master Fund or series of a corresponding Master Fund are also being asked, in Proposals 2(a) and 2(b), as applicable, to provide voting instructions to such Feeder Fund with respect to the election of the Board Nominees of the corresponding Master Fund contemplated by Proposals 1(a) and 1(b), respectively.

Each Feeder Fund will vote its interests in the Master Fund in which it invests in accordance with the voting instructions received from the shareholders of the Feeder Fund and will vote interests in the Master Fund with respect to which it has not received voting instructions in the same proportion as the interests for which it has received instructions from other shareholders

36

Table of Contents

(this is called “proportional voting” or “echo voting”). The Feeder Funds do not require that a specified number of shareholders submit voting instructions before a Feeder Fund will vote its interests in the applicable Master Fund at the Meeting. Because each Feeder Fund will use proportional voting to vote its interests in its corresponding Master Fund, a small number of shareholders could determine how a Feeder Fund votes if other shareholders fail to vote. Please note that, as the Master Funds may have shareholders besides the Feeder Funds, it is possible that a matter may be approved by the Master Funds, even if it is not approved by Feeder Fund shareholders.

If you hold your shares directly through the Fund (i.e., not through a bank, broker, financial intermediary or other nominee, or variable annuity contract or variable life insurance policy), and if you return a properly executed proxy card that does not specify how you wish to vote on Proposals 1(a) or 1(b), as applicable, your shares will be voted and voting instructions will be submitted, as applicable, in accordance with the recommendations of the Boards “FOR” the Board Nominees in Proposals 1(a) and 1(b) and, if applicable, “FOR” the Board Nominees in Proposals 2(a) and 2(b), as applicable.

The Funds expect that broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposals 1(a) and 1(b), and to submit voting instructions for Proposals 2(a) and 2(b), as applicable, before the Meeting. Under New York Stock Exchange rules, broker-dealer firms may, without instructions, give a proxy to vote on routine matters if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. If instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials, broker-dealers may vote on Proposals 1(a) and 1(b), and submit voting instructions for Proposals 2(a) and 2(b), as applicable, on behalf of the broker-dealer firms’ customers and beneficial owners. A properly executed proxy card or voting instruction form or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of such proposal.

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

If you are a beneficial shareholder of a Fund (that is if you hold shares of a Fund through a bank, broker, financial intermediary or other nominee (called a service agent)), the service agent may be the record holder of your shares. At the Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or voting instruction form or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted may be deemed to authorize a service provider to vote such shares in favor of Proposals 1(a) and 1(b), as applicable (and to submit voting instructions for Proposals 2(a) and 2(b), as applicable). Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but is not required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”

37

Table of Contents

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board Members, including a majority of the Independent Board Members, of each Fund and Portfolio have selected Deloitte & Touche LLP (“D&T”) or PricewaterhouseCoopers LLP (“PwC”), as applicable, as the Independent Registered Public Accounting Firm for each Fund and, if applicable, its Portfolios, as indicated on Appendix H.

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

Appendix H 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 H 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 H 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. 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 H 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 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 to the Fund’s investment advisers and Affiliated Service Providers that relate directly to the operations and financial reporting of the

38

Table of Contents

Fund. Each Fund’s Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, each Fund’s Audit Committee 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 or PwC, as applicable, 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 or PwC, as applicable, to the Fund’s Affiliated Service Providers in connection with determining such auditor’s independence. All services provided by D&T or PWC, as applicable, 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:

Kenneth L. Urish (Chair)

Neil A. Cotty

Claire A. Walton

Frederick W. Winter

ADDITIONAL INFORMATION

Investment Manager, Sub-Advisers and Administrators

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

5% Share Ownership

As of September 24, 2018, to the best of each Fund’s knowledge, the persons listed in Appendix J owned more than 5% of the outstanding shares of the class of such Fund indicated.

Submission of Shareholder Proposals

The Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be included in a proxy statement for a future meeting of shareholders of a Fund must be received at the offices of the Fund, 40 East 52nd Street, New York, New York 10022, a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement or presented at the meeting. A shareholder proposal may be presented at a meeting of shareholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules, state law and the applicable Fund’s governing instruments. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with

39

Table of Contents

respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of such proposal has not been received by that Fund a reasonable period of time before the Board Members’ solicitation relating to such meeting is made.

Shareholder Communications

Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of the Secretary of the Fund, 40 East 52nd Street, New York, New York 10022. The communication should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the Chair of the Governance Committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.

Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Funds’ Chief Compliance Officer, 40 East 52nd Street, New York, New York 10022. 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, except that BlackRock has agreed to cover a portion or all of such costs for certain Funds. 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).

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

Solicitation may be made by mail, telephone, fax, e-mail or the Internet by officers or employees of BlackRock, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. BlackRock Advisors, LLC and BlackRock Fund Advisors have retained Computershare, located at 2950 Express Drive South, Suite 210, Islandia, New York 11749, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies on behalf of the Funds and the Equity-Bond Funds. It is anticipated that Computershare will be paid, in the aggregate, approximately $1,178,000 for such services (including reimbursements of out-of-pocket expenses), of which approximately $267,000 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.

40

Table of Contents

If You Plan to Attend the Joint Special Meetings

Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date. Each shareholder will be asked to present valid photographic identification, such as a valid driver’s license or passport. Cameras, recording devices and other electronic devices will not be permitted at the Meeting.

General

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

A list of each Fund’s shareholders of record as of the Record Date will be available for inspection at the Meeting. For Funds organized as a Delaware statutory trust, a list of shareholders as of the Record Date will be available for inspection at BlackRock’s offices at 100 Bellevue Parkway, Wilmington, Delaware 19809, during regular business hours beginning ten days prior to the date of the Meeting.

The Meeting as to any Fund may be adjourned from time to time for any reason whatsoever by vote of the holders of a majority of the shares present (in person or by proxy and entitled to vote at the Meeting) of such Fund, or by the chairman of the Meeting, whether or not a quorum is present. Such authority to adjourn the Meeting may be used in the event that a quorum is not present at the Meeting, or in the event that a quorum is present but sufficient votes have not been received to approve a Proposal, or for any other reason consistent with applicable state law and each Fund’s By-Laws, including to allow for the further solicitation of proxies. Any adjournment may be made with respect to any business which might have been transacted at the Meeting, and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Meeting prior to adjournment. The persons designated as proxies may use their discretionary authority to vote as instructed by management of the Funds on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of such Funds did not have timely notice, as set forth in the SEC’s proxy rules.

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

By Order of the Boards,

Benjamin Archibald

Secretary of the Funds

October 3, 2018

41

Table of Contents

Appendix A – Fund Information/Quorum and Voting Requirements

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

Group A Funds

A-1

Table of Contents