SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

BLACKROCK SERIES FUND, INC.

Payment of Filing Fee (Check the appropriate box):

BLACKROCK SERIES FUND, INC.

BlackRock Equity Dividend Portfolio
BlackRock International Index Portfolio
BlackRock Global SmallCap Portfolio
BlackRock Mid Cap Value Opportunities Portfolio
BlackRock SmallCap Index Portfolio
BlackRock Short-Term Bond Portfolio

March 9, 2007

Dear Contract Holder:

Your insurance company offers variable annuity contracts (each a “Contract”) through its separate account (the “Separate Account”), a unit investment trust. The Separate Account consists of certain investment divisions, each of which invests in a portfolio of an underlying mutual fund. The six portfolios named above (each, an “Existing Portfolio”) are series of such an underlying mutual fund, the BlackRock Series Fund, Inc. (formerly FAM Series Fund, Inc.) (the “Fund”). Occasionally, your insurance company asks you for instructions on how you would like it to represent your interests at meetings of shareholders of the Fund. The Fund consists of fourteen portfolios. This Proxy relates solely to the six Existing Portfolios, which underlie the investment options offered under your Contract.

I am writing to inform you that a special shareholder meeting of each Existing Portfolio will be held on April 4, 2007. The purpose of this meeting is for shareholders to vote on proposals that would effectively authorize the liquidation of each Existing Portfolio and the substitution of shares of another portfolio in its place. Your insurance company will vote its shares held in the applicable Existing Portfolio at the meeting in accordance with your instructions.

On January 31, 2007, the Board of Directors of the Fund (the “Board”) considered and approved the proposals with respect to the Existing Portfolios and agreed to submit the proposals to shareholders. If approved by shareholders of the applicable Portfolio at the April 4, 2007 meeting, each substitution, except with respect to the BlackRock International Index Portfolio, is expected to occur on April 27, 2007. The BlackRock International Index Portfolio substitution is expected to occur on April 30, 2007. The liquidation of each Existing Portfolio is contingent upon your approval of the applicable Plan of Substitution. Thus, an Existing Portfolio will be liquidated only if an applicable Plan of Substitution is approved. You may transfer your assets into another portfolio available under your Contract at any time prior to the substitution date. If you do not do so, however, please note that, if the shareholders of your Existing Portfolio approve the proposal, your assets will automatically be transferred to the substitute portfolio offered under your Contract on the substitution date.

The management of your insurance company and the Board recommend that you vote “For” the applicable proposal described in the enclosed proxy statement. The recommendation is based on the Fund’s decision to liquidate each Existing Portfolio due to, among other factors, the poor sale trends of each Portfolio. The Board’s reasons for liquidating Existing Portfolios and management’s recommendation to approve the proposed substitutions are described in detail in the Proxy Statement, which you should read and consider carefully before casting your voting instruction.

I encourage you to review the enclosed materials, which explain the proposal in more detail. Your vote is important and we hope that you will respond without delay. Please vote and return your instruction card in the enclosed postage paid envelope as soon as possible. Your vote is important and we hope you will respond today no matter how large or small your holdings may be.

If you have any questions before you vote, please call 1-866-704-4432. We will help you get the answers you need promptly. Thank you for your participation in this important matter.

NOTICE OF A SPECIAL MEETING
OF THE SHAREHOLDERS OF
BLACKROCK SERIES FUND, INC.

BlackRock Equity Dividend Portfolio
BlackRock International Index Portfolio
BlackRock Global SmallCap Portfolio
BlackRock Mid Cap Value Opportunities Portfolio
BlackRock SmallCap Index Portfolio
BlackRock Short-Term Bond Portfolio
(each, an “Existing Portfolio”)

A Special Meeting of the Shareholders (the “Special Meeting”) of the Existing Portfolios, each a portfolio of BlackRock Series Fund, Inc., will be held on April 4, starting at 9 a.m., Eastern time, at the offices of BlackRock Advisors, LLC, 800 Scudders Mill Road, Plainsboro, NJ 08536 for the following purposes:

Please read the enclosed proxy statement carefully for information concerning the proposal to be considered at the Special Meeting.

Shareholders of record at the close of business on January 31, 2007, for each portfolio except the BlackRock International Index Portfolio, are entitled to notice of and to vote at the Special Meeting. Shareholders of record at the close of business on February 27, 2007 of the BlackRock International Index Portfolio are entitled to notice of and to vote at the Special Meeting. As a holder of a variable annuity contract with respect to an Existing Portfolio, you are entitled to instruct your participating insurance company on how to vote your shares. Please complete and sign the enclosed authorization card and return it in the accompanying envelope as promptly as possible.

With respect to Proposals 2(A) and 2(B), please note that Merrill Lynch Life Insurance Company and ML Life Insurance Company of New York have selected a different replacement Portfolio than the one selected by Nationwide Mutual Insurance Company. Accordingly, shareholders with respect to Proposal 2(A) and shareholders with respect to Proposal 2(B) will each vote on a separate Plan of Substitution. Each of Proposals 2(A) and 2(B) is contingent on the approval of the other.

        Your vote is important regardless of the size of your holdings in an Existing Portfolio. Whether or not you expect to be present at the Special Meeting, please complete and sign the enclosed authorization card and return it promptly in the enclosed envelope or submit your authorization by telephone or over the internet. If you vote by proxy and then desire to change your vote or vote in person at the Special Meeting, you may revoke your proxy at any time prior to the votes being tallied at the Special Meeting. In order to avoid additional expense we ask for your cooperation in submitting your authorization promptly.

BLACKROCK SERIES FUND, INC.

BlackRock Equity Dividend Portfolio
BlackRock International Index Portfolio
BlackRock Global SmallCap Portfolio
BlackRock Mid Cap Value Opportunities Portfolio
BlackRock SmallCap Index Portfolio
BlackRock Short-Term Bond Portfolio
(each, a “Portfolio”)

PROXY STATEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS

This Proxy Statement provides information you should review before instructing your insurance company on how to vote on the matter listed in the foregoing Notice of Special Meeting for each Portfolio of BlackRock Series Fund, Inc. (the “Fund”). The Fund’s Board of Directors (the “Board”), with the approval of the management of your insurance company is soliciting your voting instruction for a Special Meeting of shareholders of each Portfolio (the “Special Meeting”) to be held on April 4, 2007, starting at 9 a.m., Eastern time, at the offices of BlackRock Advisors, LLC (“BlackRock Advisors”), 800 Scudders Mill Road, Plainsboro, NJ 08536 for the following purposes, and for any adjournment of that Meeting. Shareholders of record of each Portfolio, except the BlackRock International Index Portfolio, on January 31, 2007 and shareholders of record for the BlackRock International Index Portfolio on February 27, 2007 (each, a “Record Date”) are entitled to be present and to vote at the Special Meeting or any adjourned meeting. Holders (“Contract Holders”) of variable annuity contracts (“Contracts”) in connection with a Portfolio as of such date are entitled to provide instructions with respect to the representation of their interests at the Special Meeting.

This Proxy Statement describes the matter that will be voted on at the Special Meeting (the “Proposal”). The solicitation of voting instructions is made by the mailing of this Proxy Statement and the accompanying authorization card on or about March 9, 2007. Whether or not you expect to attend the Special Meeting or any adjournments thereof, the Board of Directors of the Fund, on behalf of each Portfolio, requests that you vote your shares by completing and returning the enclosed form of proxy.

APPROVAL OF THE PROPOSED PLAN OF SUBSTITUTION FOR EACH PORTFOLIO

The Board, including the Directors who are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, approved a Plan of Liquidation for each of the six Existing Portfolios. Shareholder vote is not required to liquidate an Existing Portfolio; however, if a particular Plan of Substitution of an Existing Portfolio is not approved by its shareholders, the Existing Portfolio will not be liquidated. Thus, the liquidation of a Portfolio is contingent upon shareholder approval of the applicable Proposal.

The management of Merrill Lynch Life Insurance Company and ML Life Insurance Company of New York (each, an “ML Insurance Company” and, collectively, the “ML Insurance Companies”) and the management of Nationwide Mutual Insurance Company (“Nationwide”, together with the ML Insurance Companies, the “Insurance Companies”) recommend that the applicable shareholders of each Existing Portfolio approve the applicable Plan of Substitution for that Portfolio, a form of which is attached as Appendix A to this Proxy Statement.

With respect to Proposals 2(A) and 2(B), relating to the BlackRock International Index Portfolio, that Portfolio is the funding medium for variable annuity contracts issued by the ML Insurance Companies and Nationwide. The ML Insurance Companies and Nationwide have made different selections of replacement portfolios. Therefore, the Contract Holders of each of the ML Insurance Companies and Nationwide will vote separately on the Plans of Substitution, as explained below, and the approval of each Plan of Substitution is contingent on the approval of the other.

At a meeting of the Board on January 31, 2007, the Board, pursuant to the recommendation of the Insurance Companies, authorized sending a proxy statement to shareholders of each Existing Portfolio to solicit approval of the replacement of portfolio shares. Each Existing Portfolio’s Plan of Substitution will be voted upon by only the shareholders of that particular Existing Portfolio. The Board determined that each Portfolio should be liquidated and dissolved contingent upon receiving approval for the applicable Plan of Substitution at the Special Meeting to replace interests of certain portfolios listed below (each a “Replacement Portfolio”) for interests of each relevant Existing Portfolio.

Background. Shares of each Existing Portfolio are offered to the Insurance Companies to fund benefits under their Contracts. Therefore, shares of each Existing Portfolio are held by Separate Accounts, or sub-accounts thereof, of the Insurance Companies. These shares are owned by the Insurance Companies as depositors for their respective Contracts issued to individual Contract Holders in which Contract Holders participate. Contract Holders who select an Existing Portfolio for investment through a Contract have a beneficial interest in that Portfolio, but do not directly invest in or hold shares of the Existing Portfolio. Contract Holders have the right to instruct the Insurance Companies on how to vote the shares related to their interests through their Contracts (i.e., pass-through voting). An Insurance Company must vote the shares of the Existing Portfolio held in its name as directed. In the absence of voting directions on any voting instruction form that is signed and returned, the Insurance Company will vote the interest represented thereby in favor of the Proposals. If an Insurance Company does not receive voting instructions for all of the shares of the Existing Portfolio held under the Contracts, it will vote all of the shares in the relevant separate accounts with respect to the Proposal, for, against, or abstaining, in the same proportion as the shares of the Existing Portfolio for which it has received instructions from Contract Holders of that particular Existing Portfolio (i.e., “echo voting”). If an ML Insurance Company does not receive voting instructions from contract holders for at least 10% of the shares of the Existing Portfolio held under the Contracts, it will not vote any of its shares. Nationwide does not have a threshold for echo voting, and will employ echo voting to reflect the instructions of Contract Holders actually received regardless of the percentage of Contract Holders that provide voting instructions. This Proxy Statement is used to solicit voting instructions from Contract Owners as well as to solicit proxies from the Insurance Companies, the actual shareholders of each Existing Portfolio. All persons entitled to direct the voting of shares, whether or not they are shareholders, are described as voting for purposes of this proxy Statement.

On January 31, 2007, the Fund’s Board approved a proposal to liquidate each Existing Portfolio contingent upon the approval by shareholders of a Plan of Substitution, as discussed below.

The Insurance Companies considered how best to serve the interests of Contract Holders in connection with the proposed Portfolio liquidations and replacements. Upon the recommendation of the Insurance Companies, shareholders are encouraged to approve the replacement of subaccounts holding the proceeds of each Existing Portfolio with interests in subaccounts investing in the corresponding Replacement Portfolio. Contingent upon such approval, each Insurance Company would then replace interests in the Existing Portfolios, as set out below, for interests in each Replacement Portfolio of Contract Holders who did not exercise their transfer rights prior to the replacement.

Any information concerning the Insurance Companies and their relation with applicable Contract Holders has been provided by the Insurance Companies.

The investment objective and investment strategies, principal risks, fees and expenses and other comparative information concerning the Existing Portfolios and the Replacement Portfolios are discussed in “Comparison of Investment Objective, Investment Strategy and Principal Risks” below. The attached authorization card seeks the Contract Holders’ approval of the above-described Proposals with respect to each Existing Portfolio.

Plan of Substitution. Each Plan of Substitution will be implemented by the Insurance Companies, as described below. Each of the Plans is identical except for the identity of the Existing Portfolio and the Replacement Portfolio. The following discussion of a Plan of Substitution is qualified in its entirety by the full text of such Plan.

Each Plan will become effective with respect to its applicable Existing Portfolio on the date of its approval by the affirmative vote of a majority of the outstanding shares of each applicable Existing Portfolio (the “Effective Date”). For each Existing Portfolio for which such approval is obtained, the Insurance Companies will on April 27, 2007 (April 30, 2007 for the BlackRock International Index Portfolio) redeem shares of each Existing Portfolio at net asset value and purchase, with the proceeds of shares of each Existing Portfolio at net asset value, for the benefit of the Contract Holders having an interest in an Existing Portfolio at the time of the replacement, an interest in the corresponding Replacement Portfolio at net asset value (such purchase is referred to herein as the “Replacement”). As a result, the Replacement will not affect the value of a Contract Holder’s interests as transferred to a Replacement Portfolio.

The Replacement will not cause the contract charges currently being paid by the existing Contract Holders to be greater after the Replacement than before the Replacement; however, net portfolio expenses may be higher for certain of the Replacement Portfolios. Also, neither the rights of Contract Holders nor the obligations of the Insurance Companies under the Contracts will be altered in any way. In addition, the transfer of a Contract Holder’s interests from the subaccount investing in an Existing Portfolio as a result of the Replacement will not be counted as one of the free transfers permitted to Contract Holders under the Contracts. For information about the relative expense levels of each Existing Portfolio and its proposed Replacement Portfolio, see the discussion under Performance and Fee Comparison, below.

The expenses incurred in connection with implementing a Plan of Substitution, including legal, accounting and other fees and costs, will be paid by BlackRock Advisors.

Transfer Rights. At any time prior to an Existing Portfolio’s date of replacement, Contract Holders may transfer their interests in an applicable Existing Portfolio to any of the other investment options offered under their Contract, subject to the terms of the relevant Separate Account prospectus and Contract, and no transfer fees or other charges will be imposed. Following the Replacement, Contract Holders who had any remaining interests transferred from the subaccount investing in an Existing Portfolio to that investing in a Replacement Portfolio may transfer among any of the remaining investment options in accordance with the terms of the Contracts, also free of any transfer fees or other charges. Any such transfer will not be counted as one of the free transfers permitted per calendar year under the Contracts, provided that the transfer occurs prior to, or within 90 days after, the date of the Replacement.

Each Contract Holder should refer to his or her Separate Account prospectus or Contract for a description of the other investment options available under his or her Contract prior to and after the date of the Replacement. Contract Holders may obtain a prospectus for the Separate Account and applicable investment options free of charge by contacting their Insurance Company representatives. The prospectus for the Separate Account and mutual fund investment options are also available on the EDGAR database on the Securities and Exchange Commission’s (“SEC”) Internet site at http://www.sec.gov. Information about the Fund and its Existing Portfolios and the Replacement Portfolios may also be reviewed and copied by visiting the SEC’s Public Reference Room in Washington, DC (phone 1-202-942-8090). These documents and other information can be inspected and copied at prescribed rates at the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Room 1580 located at 100 F Street, NE, Washington, DC.

Partial Withdrawal Rights. In lieu of the transfer rights discussed above, and subject to applicable tax law, each Contract Holder may elect to receive in cash (a) the value of his or her interest in an Existing Portfolio prior to the Replacement or (b) the value of his or her interest actually transferred from a subaccount investing in an Existing Portfolio to a subaccount investing in a Replacement Portfolio after the Replacement, by exercising his or her partial withdrawal rights under the Contract (such a partial withdrawal may have adverse tax consequences — see “Federal Tax Consequences” below). Such a partial withdrawal also may negatively impact certain features and benefits under your contract. If a Contract Holder elects to make a partial withdrawal within 30 days after the Replacement, each Insurance Company has agreed to waive any Contract early withdrawal charges attributable to the replaced amounts that would normally be imposed on such partial withdrawal. Each Insurance Company’s offer to waive early withdrawal charges will not apply to amounts that have been transferred to an Existing Portfolio from the other investment options after the date of the supplements to the current prospectuses notifying Contract Holders of the proposed Replacement.

Federal Income Tax Consequences. The Replacement will not create any tax liability for Contract Holders. Also, Contract Holders will not incur any tax liability for exercising their transfer rights. However, Contract Holders who exercise their partial withdrawal rights may incur income tax liability and a tax penalty. Contract Holders are encouraged to refer to their Separate Account prospectuses for a discussion of the possible tax consequences resulting from a partial withdrawal. Contract Holders should consult qualified tax advisors concerning their particular tax situation before exercising their partial withdrawal rights.

CONSIDERATIONS REGARDING THE PLANS OF SUBSTITUTION

Reasons for Proposed Replacements of Existing Portfolios. Each Existing Portfolio is a portfolio of the Fund, an open-end investment management company organized under the laws of the State of Maryland on September 4, 1980. The date of organization and the net assets of each Existing Portfolio as of December 31, 2006 are set forth in the table below.

None of the Existing Portfolios have been able to sell a sufficient number of shares to lower its operating expense ratio by spreading fixed expenses over a larger asset base. At present, BlackRock Advisors is waiving its entire management fee and reimbursing all expenses of each Existing Portfolio. Absent this fee waiver and reimbursement, Contract Holders would have to bear expenses at a relatively high level because the Fund’s asset base is small and would make each Existing Portfolio unattractive to Contract Holders.

The Board met on January 31, 2007 to consider the liquidations of each Existing Portfolio and considered a number of factors, including, but not limited to, the amount of each Existing Portfolio’s net assets, its expense ratio (with and without the waiver and reimbursement of expenses by BlackRock Advisors), and the possibility

that additional sales of applicable Portfolio shares could enable that Existing Portfolio to attain an asset level that would sustain an acceptable expense ratio. The Board also reviewed the efforts and expenses of the Fund to distribute shares of the Existing Portfolios through the Insurance Companies and the effect of each Existing Portfolio’s operating expenses on its historic and anticipated returns to shareholders. The Board considered that BlackRock Advisors had not been able to collect or retain any significant advisory or administrative fees during the life of each Existing Portfolio, that there appears to be little prospect that this would change in the foreseeable future, and that BlackRock Advisors is not willing to subsidize each Existing Portfolio’s operations indefinitely.

Both BlackRock Advisors and the Board have reviewed developments and considered alternatives regarding each Existing Portfolio, including whether a merger with another mutual fund would be feasible, and if it would produce desirable results for each Existing Portfolio’s shareholders. After reviewing current market conditions and considering the relatively small size of Existing Portfolios, BlackRock Advisors and the Board concluded that, contingent upon shareholders approving an applicable Plan of Substitution, liquidating each Existing Portfolio is preferable to a merger and that it would be in the best interest of Contract Holders to liquidate each Existing Portfolio in a manner that provides the opportunity for Contract Holders to avoid adverse tax consequences.

The Fund notified the Insurance Companies of its plan to liquidate the Existing Portfolios and the Fund was subsequently informed by the Insurance Companies that the management of the Insurance Companies have approved the selection of certain appropriate Replacement Portfolios for interests of each relevant Existing Portfolio in the event the Board of the Fund approved the liquidation of the Existing Portfolios. Each Plan of Substitution provides for the Insurance Companies to transfer automatically to a designated Replacement Portfolio the interests of Contract Holders who have not otherwise given transfer instructions automatically to a designated Replacement Portfolio. The Insurance Companies recommended that the Replacement Portfolios would be appropriate investment vehicles into which to transfer the investments of the applicable Existing Portfolios of Contract Holders who do not exercise their transfer rights prior to the liquidations and Replacements. The approval of the liquidations was made on the basis of each Fund Director’s business judgment after consideration of all the factors taken as a whole, though individual Fund Directors may have placed different weight on various factors and assigned different degrees of materiality to various conclusions.

Contract Holders should consider whether it would be appropriate for them to proactively reallocate their interests in each Existing Portfolio to one or more other investment options available under their respective Contracts in light of their investment goals (See “Transfer Rights” above).

Rationale for Selection of Replacement Portfolios

Contract Holders with investments in the Existing Portfolios may elect to transfer their assets to another investment option within their Contract.

The Insurance Companies have identified Replacement Portfolios into which investments will default, if no transfer has been effected by the Contract Holder prior to the liquidation date. Replacement Portfolios selected by the ML Insurance Companies have been chosen, except for the money market portfolio selected by Nationwide, to correspond as closely as possible to the investment objective, style and risk of each liquidating Existing Portfolio. The Replacement Portfolio selected by Nationwide is a money market fund, which Nationwide believes is an appropriate vehicle in which to transfer the investment of Contract Holders who do not exercise their transfer rights before the substitution. The selections made by the ML Insurance Companies are intended to preserve Contract Holders’ asset allocations and to prevent potential violations of Contract asset allocation requirements. Because certain Replacement Portfolios were selected on the basis of similarity of objective, style and risk, and because Contract Holders may freely select other investment options within their Contract other than the Replacement Portfolios, no consideration has been given to the fee levels of the Replacement Portfolios compared to the Existing Portfolios.

Failure to Approve a Proposal

If shareholders of an Existing Portfolio do not approve their applicable Proposal, both the Plan of Substitution and the liquidation of that Portfolio, as discussed above, will not be implemented. The Board would then meet to consider what, if any, steps to take in the interests of shareholders.

For the reasons specified above, and having been made aware of the recommendation of the Insurance Companies with respect to the proposed Replacement Portfolios, the Board recommends that Proposals 1 through 6 be

approved. Persons having voting interests, or the right to provide instructions with respect to such interests, in each Existing Portfolio are encouraged to consider carefully the information contained in this Proxy Statement and to complete and return the enclosed authorization card.

The Insurance Companies Recommend that Shareholders of Each Existing Portfolio Vote, and that Contract Holders Instruct their Insurance Company To Vote, “For” Each Plan of Substitution

COMPARISON OF INVESTMENT OBJECTIVE, INVESTMENT STRATEGY AND PRINCIPAL RISKS

The information below and further information about each Existing Portfolio can be found in each Fund’s Prospectus and Statement of Additional Information. You may obtain a free copy of each document at www.blackrock.com or by writing the Funds at BlackRock Series Fund, Inc., P.O. Box 9011, Princeton, New Jersey 08543-9011 or writing to the contact listed in each Replacement Portfolio prospectus for information applicable to the Replacement Portfolios. You may also call 1-800-441-7762 to request copies.

BLACKROCK EQUITY DIVIDEND PORTFOLIO AND ALLIANCEBERNSTEIN VPS VALUE FUND

Investment Objectives

Principal Investment Strategies

Comparison of Investment Objectives and Strategies

The investment objective of the Equity Dividend Portfolio is to seek long-term total return and current income while the investment objective of the Replacement Portfolio is long-term growth of capital. Both portfolios intend to invest in U.S. equity securities with a view towards a long-term return on your investment. Although each Portfolio’s specific strategies may differ, both the Equity Dividend Portfolio and the Replacement Portfolio evaluate individual equity securities that offer significant capital appreciation possibilities.

The Equity Dividend Portfolio primarily seeks to invest in securities paying out higher than average yields as its fundamental investment policy. This strategy provides a stream of income at times when the capital appreciation is negligible. The Replacement Portfolio uses dividend payouts as one factor in determining those securities that are relatively undervalued in the market. The Replacement Portfolio has no fundamental policy dedicated to high yield producing securities. Additionally, the Replacement Portfolio does not invest in debt securities while the Equity Dividend Portfolio may invest a small amount of its assets in short-term debt designed to increase current income.

Principal Risks

The following chart indicates the principal risks associated with investing in the Equity Dividend Portfolio and the Replacement Portfolio.

Comparison of Principal Risks

Both the Equity Dividend Portfolio and the Replacement Portfolio primarily face the same risks associated with investing in equity securities. The Replacement Portfolio generally faces a smaller number of principal risk factors because it does not invest in debt securities as a part of its investment strategy; however, the Replacement Portfolio will not necessarily have less overall risk than the Equity Dividend Portfolio. In addition, the Replacement Portfolio primarily invests in companies with large market capitalizations; these companies generally have less volatility and liquidity risk than small capitalization companies. Both portfolios may invest in foreign securities and face the associated risks. Emerging Markets Risk is not a principal risk for the Replacement Portfolio. In addition, although both Portfolios may invest in derivatives, only the Replacement Portfolio is subject to Derivatives Risk as a principal risk.

For a detailed explanation of each risk associated with investing in the portfolios, please see the section titled “Explanation of Principal Risks.”

BLACKROCK INTERNATIONAL INDEX PORTFOLIO AND AMERICAN FUNDS INSURANCE SERIES INTERNATIONAL FUND

The discussion below is applicable only with respect to ML Insurance Company Contract Holders who are providing voting instructions on Proposal 2

Investment Objectives

Principal Investment Strategies

Comparison of Investment Objectives and Strategies

The International Index Portfolio and the Replacement Portfolio focus their investments in companies located outside the United States. Both portfolios seek to take advantage of market trends in foreign securities markets, despite differences in their investment approach.

The International Index Portfolio is an index tracking portfolio, meaning that it expects to replicate the holdings and track the performance of a specific market index. The Replacement Portfolio does not seek to track a specific index, but seeks capital appreciation over time and attempts to outperform certain international benchmarks. While the International Index Portfolio’s uses a passive investment approach in attempting to track the performance of an index, the Replacement Portfolio attempts to outperform certain indices by using an active investment approach.

Principal Risks

The following chart indicates the principal risks associated with investing in the International Index Portfolio and the Replacement Portfolio

Comparison of Principal Risks

The International Index Portfolio and the Replacement Portfolio are exposed to similar risks by primarily investing in the securities of companies located outside the United States. Both portfolios will be affected by changes and fluctuations in foreign economies. The International Index Portfolio, however, as a passively managed portfolio that attempts to mirror the performance of the EAFE Index (before expenses), will not actively manage its assets as part of its investment strategy. The Replacement Portfolio does not have any such restriction and may actively manage at the discretion of the portfolio manager exposing the portfolio to greater selection risk. Additionally, the International Index Portfolio is a non-diversified fund and may invest in a smaller number of securities than are available to the Replacement Portfolio. This exposes the International Index Portfolio to the risk that events affecting a small number of issuers will affect its assets to greater degree.

For further explanation of each risk associated with investing in the Portfolios, please see the section titled “Explanation of Principal Risks.”

BLACKROCK INTERNATIONAL INDEX PORTFOLIO AND GARTMORE VARIABLE INSURANCE TRUST — GARTMORE GVIT MONEY MARKET FUND

The discussion below is applicable only with respect to Nationwide Contract Holders who are providing voting instructions on Proposal 2

Investment Objectives

Principal Investment Strategies

Comparison of Investment Objectives and Strategies

The International Index Portfolio focuses its investments in companies located outside the United States. The Replacement Portfolio is a money market fund that is limited in what it can invest (primarily short-term obligations).

The International Index Portfolio is an index tracking portfolio, meaning that it expects to replicate the holdings and track the performance of a specific market index. Its returns will be based on the performance of a basket of international equity securities. The International Index Portfolio seeks and can typically provide a higher return than the Replacement Portfolio. The Replacement Portfolio only seeks to provide a safe investment with the highest income stream possible under its restrictions, however its potential returns are limited due to the relatively safe nature of money market funds. The Replacement Portfolio’s returns will be based on prevailing short-term interest rates.

Principal Risks

The following chart indicates the principal risks associated with investing in the International Index Portfolio and the Replacement Portfolio

Comparison of Principal Risks

The International Index Portfolio is exposed to risks by primarily investing in the securities of companies located outside the United States, and will be affected by changes and fluctuations in foreign economies. As a money market fund, the Replacement Portfolio has a less volatile risk profile due to being restricted to investing in relatively safe short-term debt obligations. The International Index Portfolio, as a fund that invests in equity securities to achieve its investment objective, has more investment risks that the Replacement Portfolio.

For further explanation of each risk associated with investing in the Portfolios, please see the section titled “Explanation of Principal Risks.”

BLACKROCK GLOBAL SMALLCAP PORTFOLIOAND WANGER INTERNATIONAL SMALL CAP

Investment Objectives

Principal Investment Strategies

Comparison of Investment Objectives and Strategies

The investment objective is the same for both Portfolios while there exists a few small differences in the strategies used to attain this objective. The Global SmallCap Portfolio and the Replacement Portfolio invest primarily in companies based outside the United States that are considered small market capitalization companies. Both portfolios invest at least 80% of their net assets in such companies, but the Replacement Portfolio has a specific threshold for investments in developed and emerging markets. Though specific fundamental investment analysis may differ, both portfolios have a similar investment objective and strategy.

Principal Risks

The following chart indicates the principal risks associated with investing in the Global SmallCap Portfolio and the Replacement Portfolio.

Comparison of Principal Risks

The Global SmallCap Portfolio and the Replacement Portfolio have a similar risk profile. The Global SmallCap Portfolio has a slightly less restrictive approach to developed and emerging markets which may lead to increased risk.

For further explanation of each risk associated with investing in the Portfolios, please see the section titled “Explanation of Principal Risks.”

BLACKROCK MID CAP VALUE OPPORTUNITIES PORTFOLIO AND ROSZEL/LORD ABBETT MID CAP VALUE PORTFOLIO

Investment Objectives

Principal Investment Strategies

Comparison of Investment Objectives and Strategies

Both the Mid Cap Value Opportunities Portfolio and the Replacement Portfolio have investment objectives that focus on capital appreciation, although Mid Cap Value Opportunities Portfolio also has income as a secondary objective and the Replacement Portfolio seeks capital appreciation over the long-term as its principal investment objective. Both portfolios focus on the same investment universe when choosing their investments and both have a similar objective.

Both funds seek undervalued mid capitalization securities using their own value strategies. Both funds may invest in foreign securities with different investment limitations: the Mid Cap Value Opportunities Portfolio can invest up to 30% of its assets in foreign securities while the Replacement Portfolio limits itself to 20% of its assets (primarily in American Depository Receipts).

Although the Replacement Portfolio may use derivatives to a limited extent (such as options on securities and indices and stock index futures and options thereon), the Mid Cap Value Opportunities Portfolio may use a larger variety of derivative transactions to increase returns or hedge its portfolio against interest rate and currency risks, including indexed and inverse securities, options, futures and forward exchange transactions. Unlike the Mid Cap Value Opportunities Portfolio, the Replacement Portfolio cannot engage in short sales of securities (including short-sales “against the box”), either as a hedge against potential declines in value of a portfolio security or to realize appreciation when a security that the fund does not own declines in value.

Principal Risks

The following chart indicates the principal risks associated with investing in each of the Mid Cap Value Opportunities Portfolio and the Replacement portfolio.

Comparison of Principal Risks

Generally, both portfolios have a similar risk profile because of each portfolio’s concentration on mid capitalization company securities. Mid capitalization security market fluctuations will produce similar effects on both portfolios. The Replacement Portfolio generally faces a smaller number of distinct risks because it invests less in debt securities than the Mid Cap Value Opportunities Portfolio; however the Replacement Portfolio will not necessarily have less overall risk than the Mid Cap Value Opportunities Portfolio. Unlike the Replacement Portfolio, the Mid Cap Value Opportunities is subject to portfolio turnover risk. Both Portfolios may invest in foreign securities and may face the associated risks, but the Replacement Portfolio is not subject to Emerging Markets Risk as a principal risk.

For further explanation of each risk associated with investing in the Portfolios, please see the section titled “Explanation of Principal Risks.”

BLACKROCK SMALL CAP INDEX PORTFOLIOAND OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

Investment Objectives

Principal Investment Strategies

Comparison of Investment Objectives and Strategies

The Small Cap Index Portfolio and the Replacement Portfolio invest primarily in the securities of small capitalization companies. Though investment approaches are different, both portfolios seek to capture investment returns from both growth and value stocks. Generally, both portfolios seek to take advantage of the overall market growth of small capitalization companies.

The investment objective of the Small Cap Index Portfolio is to match the performance of the Russell 2000 as closely as possible before the deduction of Portfolio expenses while the investment objective of the Replacement Portfolio is capital appreciation. Unlike the Replacement Portfolio, the Small Cap Index Portfolio employs a “passive management” approach in attempting to track the Russell 2000 index. The Replacement Portfolio’s investment strategy takes a more active approach in selecting investments as does not attempt to match the performance of this index.

The following chart indicates the principal risks associated with investing in the Small Cap Index Portfolio and the Replacement Portfolio.

Comparison of Principal Risks

The Small Cap Index Portfolio and the Replacement Portfolio are generally exposed to the same risks by primarily investing in the securities of small capitalization companies. Market events affecting small capitalization companies will have a similar effect on both portfolios. The Small Cap Index Portfolio, however, as a passively managed portfolio that attempts to mirror the performance of the Russell 2000 (before expenses), will not actively manage its portfolio as part of its investment strategy. The Replacement Portfolio does not have any such restriction and may actively manage its assets at the discretion of the portfolio manager exposing the portfolio to greater selection risk. Additionally, the Small Cap Index Portfolio is a non-diversified fund that may invest in a smaller number of securities than the Replacement Portfolio. This exposes the portfolio to the risk that events affecting a small number of issuers will affect its assets to greater degree. Additionally, unlike the Small Cap Index Portfolio, the Replacement Portfolio is subject to the principal risk of investing in foreign securities.

For further explanation of each risk associated with investing in the portfolios, please the section titled “Explanation of Principal Risks.”

BLACKROCK SHORT-TERM BOND PORTFOLIO AND PIMCO VARIABLE INSURANCE TRUST — LOW DURATION PORTFOLIO

Investment Objectives

Principal Investment Strategies

Comparison of Investment Objectives and Strategies

The Short-Term Bond Portfolio and the Replacement Portfolio both seek total return while focusing on a conservation of capital. Both portfolios seek a return by investing in fixed-income securities with relatively shorter maturities. Both portfolios generally invest in the same investment universe.

The Short-Term Bond Portfolio invests at least 80% of its assets in fixed-income securities, but the Replacement Portfolio only invests at least 65% of its assets in fixed-income securities. This difference allows more flexibility in the investment strategy of the Replacement Portfolio but could detract from the portfolio achieving its objective of total return and capital preservation. Each portfolio can invest in non-U.S. dollar-denominated securities, but the investment limit for the Short-Term Bond Portfolio is 15% of its assets in such securities and the investment limit for the Replacement Portfolio is 30% of its total assets in such securities. Each portfolio will only invest up to 10% of its assets in “junk bonds”, though the portfolios have slightly different allocations for investment grade debt securities.

Principal Risks

The following chart indicates the principal risks associated with investing in the Short-Term Bond Portfolio and the Replacement Portfolio.

Comparison of Principal Risks

The Short-Term Bond Portfolio and the Replacement Portfolio have similar risk profiles as both portfolios primarily invest in relatively short-term investment grade debt securities. Because the Replacement Portfolio has a higher threshold on its investment in non-U.S. dollar-denominated securities, the Replacement Portfolio may have experience more foreign investment risk. The Replacement Portfolio can invest more of its assets in non-debt securities and may expose the portfolio to more equity market risk which is typically more volatile than the debt market.

For further explanation of each risk associated with investing in the Portfolios, please see the section titled “Explanation of Principal Risks.”

EXPLANATION OF PRINCIPAL RISKS

Market Risk — Market risk is the risk that one or more markets in which the Portfolio invests will go down in value, including the possibility that a market will go down sharply and unpredictably.

Selection Risk — Selection risk is the risk that the securities that the investment adviser selects will underperform the markets, the relevant indices or the securities selected by other portfolios with similar investment objectives and investment strategies.

Interest Rate Risk — Interest rate risk is the risk that prices of fixed income securities generally increase when interest rates decline and decrease when interest rates increase. Prices of longer term securities generally change more in response to interest rate changes than prices of shorter term securities. The Portfolio may lose money if short term or long term interest rates rise sharply in a manner not anticipated by Portfolio management.

Credit Risk — Credit risk is the risk that the issuer of a security will be unable to pay interest or repay the principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Portfolio’s investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and on the terms of the obligation.

Borrowing and Leverage Risk — The Portfolio may borrow for temporary or emergency purposes, including to meet redemptions, for the payment of dividends, for share repurchases or for the clearance of transactions. Borrowing may exaggerate changes in the net asset value of Portfolio shares and in the return on the Portfolio’s portfolio. Borrowing will cost the Portfolio interest expenses and other fees. The costs of borrowing may reduce the Portfolio’s return. Certain derivative securities that the Portfolio may buy or other techniques that the Portfolio may use may create leverage, including, but not limited to, when issued securities, forward commitments and futures contracts and options.

Event Risk — Event risk is the risk that corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers, or similar events, financed by increased debt. As a result of the added debt, the credit quality and market value of a company’s bonds and/or other debt securities may decline significantly.

Initial Public Offering Risk — The volume of initial public offerings and the levels at which the newly issued stocks trade in the secondary market are affected by the performance of the overall stock market. When an initial public offering is brought to the market, availability may be limited and the Portfolio may not be able to buy any shares at the offering price, or if it is able to buy shares, it may not be able to buy as many shares at the offering price as it would like. In addition, the prices of securities involved in initial public offerings are often subject to greater and more unpredictable price changes than more established stocks.

Active Trading Risk — The Portfolio may actively and frequently trade its portfolio securities; therefore, each Portfolio may engage in short-term trading. Such active trading may increase the Portfolio’s expenses and have adverse tax consequences for the Portfolio. It can also cause a greater amount of the Portfolio’s distributions to be ordinary income rather than long term capital gains. Active trading also involves market risk and selection risk. It can also cause a greater amount of the Portfolio’s distributions to be ordinary income rather than long term capital gains.

Non-Diversification Risk — The Portfolio is a non-diversified fund. Because the Portfolio invests in securities of a smaller number of issuers, the Portfolio may be more exposed to the risks associated with and developments affecting an individual issuer than a fund that invests more widely, which may, therefore, have a greater impact on these Portfolios’ performance.

Volatility — Stocks of small companies tend to be more volatile than stocks of larger companies and can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.

Call and Redemption Risk — A bond or money market instrument’s issuer may call an instrument for redemption before it matures. If this happens to an instrument the Portfolio holds, the Portfolio may lose income and may have to invest the proceeds in bonds with lower yields.

Correlation Risk — The risk that changes in the value of two investments do not track or offset each other in the manner anticipated by the Portfolio management. Correlation risk is associated with hedging transactions, in which a Portfolio uses a derivative to offset the risk that other Portfolio holdings may decrease in value or that potential investment opportunities may increase in value before the Portfolio can fully implement its investment strategy. Correlation risk means that changes in the value of the derivative may not match those of the holdings being hedged as expected by the Portfolio, in which case any losses on the holdings or potential holdings being hedged may not be reduced.

Investing Style Risk — The risk that a particular style of investing used by the Portfolio — such as growth investing or value investing — will from time to time go in and out of favor. If this happens, a Portfolio that uses a particular style may underperform other funds that do not use that investing style.

Foreign Investment Risk — Securities traded in foreign markets have often (though not always) performed differently from securities traded in the United States. However, such investments often involve special risks not present in U.S. investments that can increase the chances that the Portfolio will lose money. In particular, the Portfolio is subject to the risk that because there may be fewer investors on foreign exchanges and a smaller number of securities traded each day, it may make it more difficult for the Portfolio to buy and sell securities on those exchanges. In addition, prices of foreign securities may go up and down more than prices of securities traded in the United States.

The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Certain foreign economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures.

Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries.

Other potential foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing legal judgments in foreign courts and political and

social instability. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States.

Securities and other instruments in which the Portfolio invests may be denominated or quoted in currencies other than the U.S. dollar. For this reason, changes in foreign currency exchange rates can affect the value of a Portfolio’s portfolio. This risk, generally known as “currency risk,” means that a strong U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar will increase those returns.

Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as in the United States. Some countries may not have laws to protect investors comparable to the U.S. securities laws. Accounting standards in other countries are not necessarily the same as in the United States.

The Portfolio generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may limit a Portfolio’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for a Portfolio to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Portfolio can earn on its investments and typically results in a higher operating expense ratio for a Portfolio than for investment companies invested only in the United States.

Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments.

Emerging Markets Risk — The risks of foreign investments are usually much greater for emerging markets. Investments in emerging markets may be considered speculative. Emerging markets include those in countries defined as emerging or developing by the World Bank, the International Finance Corporation or the United Nations. Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. They are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets. Since these markets are small, they may be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors In addition, traditional measures of investment value used in the United States, such as price to earnings ratios, may not apply to certain small markets. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates.

Derivatives Risk — The risk of using derivatives as part of an investment strategy may be riskier than other investment strategies and may result in greater portfolio volatility, particularly during periods of market decline.

Share Reduction Risk — The risk that a money market fund may reduce the number of shares held by its shareholders in order to maintain a constant net asset value of $1.00 per share.

Industry Risk — The risk that economic or other events can have a negative effect on particular industries that might have a relatively greater weighting in the Portfolio. There is also the risk of a negative change in the value of a particular stock because of an event affecting a particular issuer.

PERFORMANCE AND FEE COMPARISON

Equity Dividend Portfolio and AllianceBernstein VPS Value Fund

The past performance of the Equity Dividend Portfolio (by class) and its Replacement Portfolio is shown below. The information shows how each portfolio has varied from and provides some indication of the risks of investing in each portfolio. Past performance is not indicative of future performance. For more information concerning the performance of each Portfolio and Replacement Portfolio, please refer to the applicable prospectus, SAI and semi-annual reports of each portfolio.

The management fees and total operating expenses of the two portfolios are shown below.

International Index Portfolio and American Funds Insurance Series International Fund

The discussion below is applicable only with respect to ML Insurance Company Contract Holders who are voting on Proposal 2

The past performance of the International Index Portfolio (by class) and its Replacement Portfolio is shown below. The information shows how each portfolio has varied from and provides some indication of the risks of investing in each portfolio. Past performance is not indicative of future performance. For more information concerning the performance of each Portfolio and Replacement Portfolio, please refer to the applicable prospectus, SAI and semi-annual reports of each portfolio.

The management fees and total operating expenses of the two portfolios are shown below.

International Index Portfolio and Gartmore Variable Insurance Trust — Gartmore GVIT Money Market Fund

The discussion below is applicable only with respect to Nationwide Contract Holders who are voting on Proposal 2

The past performance of the International Index Portfolio (by class) and its Replacement Portfolio is shown below. The information shows how each portfolio has varied from and provides some indication of the risks of investing in each portfolio. Past performance is not indicative of future performance. For more information concerning the performance of each Portfolio and Replacement Portfolio, please refer to the applicable prospectus, SAI and semi-annual reports of each portfolio.

The management fees and total operating expenses of the two portfolios are shown below.

(footnotes appear on page 33)
 

Global SmallCap Portfolio and Wanger International Small Cap

The past performance of the Global SmallCap Portfolio (by class) and its Replacement Portfolio is shown below. The information shows how each portfolio has varied from and provides some indication of the risks of investing in each portfolio. Past performance is not indicative of future performance. For more information concerning the performance of each Portfolio and Replacement Portfolio, please refer to the applicable prospectus, SAI and semi-annual reports of each portfolio.

The management fees and total operating expenses of the two portfolios are shown below.

Mid Cap Value Opportunities Portfolio and Roszel/Lord Abbett Mid Cap Value Portfolio

The past performance of the Mid Cap Value Opportunities Portfolio (by class) and its Replacement Portfolio is shown below. The information shows how each portfolio has varied from and provides some indication of the risks of investing in each portfolio. Past performance is not indicative of future performance. For more information concerning the performance of each Portfolio and Replacement Portfolio, please refer to the applicable prospectus, SAI and semi-annual reports of each portfolio.

The management fees and total operating expenses of the two portfolios are shown below.

Small Cap Index Portfolio and Oppenheimer Main Street Small Cap Fund/ VA

The past performance of the Small Cap Index Portfolio (by class) and its Replacement Portfolio is shown below. The information shows how each portfolio has varied from and provides some indication of the risks of investing in each portfolio. Past performance is not indicative of future performance. For more information concerning the performance of each Portfolio and Replacement Portfolio, please refer to the applicable prospectus, SAI and semi-annual reports of each portfolio.

(footnotes appear on page 35)

The management fees and total operating expenses of the two portfolios are shown below.

Short-Term Bond Portfolio and PIMCO Variable Insurance Trust — Low Duration Portfolio

The past performance of the Short-Term Bond Portfolio (by class) and its Replacement Portfolio is shown below. The information shows how each portfolio has varied from and provides some indication of the risks of investing in each portfolio. Past performance is not indicative of future performance. For more information concerning the performance of each Portfolio and Replacement Portfolio, please refer to the applicable prospectus, SAI and semi-annual reports of each portfolio.

The management fees and total operating expenses of the two Portfolios are shown below.

MANAGEMENT OF THE PORTFOLIOS

Existing Portfolios

The investment adviser to each of the existing Portfolios is BlackRock Advisors, LLC (“BlackRock Advisors”). BlackRock Advisors is a wholly owned subsidiary of BlackRock Inc. On September 29, 2006, BlackRock Inc. consummated a transaction with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.’s investment management business combined with that of BlackRock, Inc. to create a new independent company, BlackRock Advisors, that is one of the world’s largest asset management firms with over $1 trillion in assets under management.

Prior to September 29, 2006, Merrill Lynch Investment Managers, L.P. (“MLIM”), doing business as Mercury Advisors, an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc., acted as each Portfolio’s investment adviser. BlackRock Advisors is compensated according to the same advisory fee rates as those of MLIM.

A discussion of the basis of the Board of Directors’ approval of the Fund’s investment management agreement is included in the Fund’s semi-annual shareholder report for the most recent fiscal period ended June 30, 2006. A discussion of the Board of Directors’ approval of each sub-advisory agreement will be included in the Fund’s annual shareholder report for the fiscal year ended December 31, 2006.

BlackRock Advisors is a registered investment adviser organized in 1994 to perform advisory services for investment companies. The address of BlackRock Advisors is 800 Scudders Mill Road, Plainsboro, NJ 08536. BIM is a registered investment adviser and commodity pool operator organized in 1999. BFM is a registered investment adviser organized in 1994. BlackRock Advisors and its affiliates had approximately $1 trillion in investment company and other portfolio assets under management as of December 31, 2006.

The Fund’s Prospectus and Statement of Additional Information provides information about the individual portfolio managers, portfolio manager compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Portfolios.

Replacement Portfolios

Information about each Replacement Portfolio’s investment adviser is shown below. Information about the individual portfolio managers, portfolio manager compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the portfolios is provided in each Replacement Portfolio’s Prospectus and Statement of Additional Information.

AllianceBernstein VPS Value Portfolio

The portfolio’s investment adviser is AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105. AllianceBernstein is paid an annual management fee (as a percentage of average daily net assets) of 0.55% by the portfolio for its services. The management of and investment decisions for the portfolio are made by the U.S. Value Investment Group. The Group relies heavily on the fundamental analysis and research of the Adviser’s large internal research staff. No one person is principally responsible for making recommendations for each Portfolio’s portfolio.

A discussion regarding the basis for the Board of Directors’ approval of the Portfolio’s investment advisory agreement is available in the Replacement Portfolio’s annual report to shareholders for the fiscal year ended December 31, 2006.

American Funds Insurance Series International Fund — ML Insurance Company Contract Holders

Capital Research and Management Company serves as investment adviser to the Series. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071, and 135 South State College Boulevard, Brea, California 92821. Capital Research and Management Company manages the investment portfolios and business affairs of the Series. Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors. Counselors decide how their respective segments will be invested. In addition, Capital Research and Management Company’s investment analysts may make investment decisions with respect to a portion of a fund’s portfolio. Investment decisions are subject to the fund’s objective(s), policies and restrictions and the oversight of the appropriate investment-related committees of Capital Research and Management Company. Capital Research and Management Company is paid an annual management fee (as a percentage of average daily net assets) of 0.52% by the fund for its services.

A discussion regarding the basis for the approval of the Replacement Portfolio’s investment advisory and service agreement by the Board of Trustees is contained in the Replacement Portfolio’s annual report to shareholders for the fiscal year ended December 31, 2006.

Gartmore Variable Insurance Trust — Gartmore GVIT Money Market Fund — Nationwide Contract Holders

Gartmore Mutual Fund Capital Trust (“GMF”), located at 1200 River Road, Suite 1000, Conshohocken, Pennsylvania 19428, is the investment adviser for Gartmore GVIT Government Bond Fund and Gartmore GVIT Money Market Fund. Gartmore Mutual Fund Capital Trust was organized in 1999 as an investment adviser for mutual funds.

GMF is part of the Gartmore Group, the asset management arm of Nationwide Mutual Insurance Company. Gartmore Group represents a unified global marketing and investment platform featuring several affiliated investment advisers.

Each Fund pays GMF a management fee based on the Fund’s average daily net assets. The total management fees paid by each Fund for the fiscal year ended December 31, 2005, expressed as a percentage of a Fund’s average daily net assets and taking into account any applicable waivers, were 0.38% for the Gartmore GVIT Money Market Fund.

A discussion regarding the basis for the Board of Trustees approval of the investment advisory agreement for the Funds is available in the Funds’ annual report to shareholders for the period ended December 31, 2006.

Wanger International Small Cap

Columbia Wanger Asset Management, L.P. (“CWAM”), 227 West Monroe Street, Suite 3000, Chicago, IL 60606, is the investment adviser for Wanger International Small Cap. CWAM is responsible for the fund’s management, subject to oversight by the fund’s Board of Trustees. CWAM and its predecessor have managed mutual funds, including Wanger International Small Cap, since 1992. In its duties as investment adviser, CWAM runs the fund’s day-to-day business, including making investment decisions and placing all orders for the purchase and sale of the fund’s portfolio securities. As of December 31, 2006, CWAM managed more than $32.9 billion in assets. CWAM is an indirect wholly owned subsidiary of Columbia Management Group, LLC, which is an indirect wholly owned subsidiary of Bank of America Corporation.

For the fiscal year 2006, the fund paid CWAM management fees at 0.91% of the average daily net assets of the fund. A discussion of the factors considered by the fund’s Board of Trustees in approving the fund’s investment advisory contract is included in the fund’s annual report to shareholders for the period ended December 31, 2006.

CWAM uses a team to assist the portfolio managers in managing the fund. Team members share responsibility for providing ideas, information, and knowledge in managing the fund, and each team member has one or more particular areas of expertise. The portfolio managers are responsible for making daily investment decisions, and utilizing the management team’s input and advice when making buy and sell determinations.

Roszel/Lord Abbett Mid Cap Value Portfolio

Roszel Advisors LLC is the investment manager of the MLIG Variable Insurance Trust and of the Mid Cap Value Portfolio. As investment manager, Roszel Advisors is responsible for overall management of the Trust and for retaining additional Advisers to manage the assets of the Portfolio. Roszel Advisors, at its own expense, furnishes the Trust with officers, clerical services and other personnel, as well as office space, facilities and equipment necessary to administer the business affairs of the Trust. Likewise, Roszel Advisors retains and supervises third-party service providers paid by the Trust to perform certain operational functions. These include J.P. Morgan Investor Services Co., the Trust’s administrator, which is responsible for, among other tasks, the valuation of the Portfolio’s assets and other accounting functions. Roszel Advisors is paid an annual management fee (as a percentage of average daily net assets) of 0.85% by the Mid Cap Value Portfolio for its services.

Roszel Advisors uses a “manager of managers” approach to selecting and supervising specialist advisers to manage the investment portfolios of each Portfolio. Roszel Advisors selects advisers based on a continuing quantitative and qualitative evaluation of their skills and proven abilities in managing assets pursuant to a particular investment style. While superior performance is the ultimate goal, short-term performance by itself is not a significant factor in selecting or terminating Advisers. Roszel Advisors does not anticipate frequent changes in advisers. The Trust’s board of trustees reviews and approves Roszel Advisors’ selection or dismissal of advisers. In the event of a change in the Portfolio’s Adviser, variable contract owners invested in that Portfolio will be sent an information statement providing information about the new Adviser within 90 days of such change.

Lord, Abbett, founded in 1929, manages the Mid Cap Value Portfolio. Lord, Abbett is one of the nation’s oldest mutual fund complexes, with approximately $101 billion in 54 mutual fund portfolios and other advisory accounts, as of December 31, 2005.

A discussion regarding the basis for the board of trustees approval of the investment advisory and subadvisory agreements is available in the Trust’s semi-annual report to shareholders for the period ended June 30, 2006.

Oppenheimer Main Street Small Cap Fund/VA

OppenheimerFunds, Inc. (“Oppenheimer”) chooses the portfolio’s investments and handles its day-to-day business. Oppenheimer carries out its duties, subject to the policies established by the Fund’s Board of Trustees, under an

investment advisory agreement that states Oppenheimer’s responsibilities. The agreement sets the fees the Fund pays to Oppenheimer and describes the expenses that the Fund is responsible to pay to conduct its business.

Oppenheimer has been an investment adviser since 1960. Oppenheimer and its subsidiaries and controlled affiliates managed more than $215 billion in assets as of December 31, 2005, including other Oppenheimer funds with more than 6 million shareholder accounts. The Manager is located at Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

Advisory Fees. Under the investment advisory agreement, the Replacement Portfolio pays Oppenheimer an advisory fee at an annual rate that declines on additional assets as the Replacement Portfolio grows: the Replacement Portfolio pays 0.75% of the first $200 million of average annual net assets, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, and 0.60% of average annual net assets over $800 million. The Replacement Portfolio’s management fee for its fiscal year ended December 31, 2006, was 0.74% of the Fund’s average annual net assets for each class of shares.

A discussion regarding the basis for the Board of Trustees’ approval of the Replacement Portfolio’s investment advisory contract is available in the Fund’s Annual Report to shareholders for the year ended December 31, 2006.

PIMCO Variable Insurance Trust — Low Duration Portfolio

Pacific Investment Management Company LLC (“PIMCO”) serves as investment adviser and the administrator (serving in its capacity as administrator, the “Administrator”) for the Replacement Portfolio. Subject to the supervision of the Board of Trustees, PIMCO is responsible for managing the investment activities of the Replacement Portfolio and its business affairs and other administrative matters. PIMCO’s address is 840 Newport Center Drive, Newport Beach, CA 92660. Organized in 1971, PIMCO provides investment management and advisory services to private accounts of institutional and individual clients and to mutual funds.

The Replacement Portfolio pays PIMCO fees in return for providing investment advisory services monthly at the annual rate of 0.25%. The Replacement Portfolio pays for the administrative services it requires under a fee structure under what is essentially an all-in fee structure. Shareholders of the Replacement Portfolio pay an administration fee to PIMCO, computed as a percentage of the portfolio’s assets attributable in the aggregate to the Administrative Class shares at an annual rate of 0.25%. The Replacement Portfolio bears others expenses which are not covered under the administrative fee which can vary and affect the total level of expenses paid by the shareholders.

A discussion of the basis for the Board of Trustees’ approval of the Replacement Portfolio’s investment advisory contract is available in the Portfolio’s Annual Report to shareholders for the fiscal year ended December 31, 2006.

OTHER INFORMATION

Share Ownership

As of the close of business on each Record Date, each Existing Portfolio had shares issued and outstanding as shown below:

Shares of each Existing Portfolio are sold only to Separate Accounts of Insurance Companies that fund certain variable annuity contracts. As of each Record Date, the Insurance Companies collectively owned of record all the shares of each Existing Portfolio. As of each Record Date, the following numbers of shares of each Existing Portfolio were held by the Insurance Companies on behalf of the Separate Accounts that fund Contracts issued to individual Contract Holders:

The Insurance Companies own of record all of the issued and outstanding shares of the Fund. The directors and officers of the Fund own, in the aggregate, less than 1% of such shares. To the best of the Fund’s knowledge, as of each Record Date, except as set forth above, the following entities owned beneficially or of record 5% or more of the shares of a Portfolio:

Voting Information

As discussed above, the Separate Accounts invest in each Existing Portfolio of the Fund. Contract Holders who select an Existing Portfolio for investment through a Contract have a beneficial interest in that Portfolio, but do not directly invest in or hold shares of the Existing Portfolio. The Insurance Companies, on behalf of the Separate Accounts, are the actual shareholders of the applicable Portfolio but generally will vote their shares in accordance with instructions provided by Contract Holders. Contract Holders therefore have the right to instruct the Insurance Company on how to vote their interests with respect to Proposals 1 through 6. Each Insurance Company will vote the shares of an Existing Portfolio held in its name for the Separate Accounts as directed by its Contract Holders. This Proxy Statement is being mailed to Contract Holders to solicit instructions for voting shares of each Existing Portfolio.

In the event that one or more Contract Holders investing in an Existing Portfolio fails to provide the Insurance Company with voting instructions, the Insurance Company will vote the shares attributable to such Contract Holder(s) (for, against or abstaining) in the same proportions as all shares for which instructions have been received from other Contract Holders investing through those Separate Accounts, for the ML Insurance Companies voting instructions from at least 10% of the shares it holds must be received. If the threshold is not reached, the ML Insurance Company will not vote its shares in that Portfolio. Nationwide does not have a threshold for echo voting, and will employ echo voting to reflect the instructions of Contract Holders actually received regardless of the percentage of Contract Holders that provide voting instructions. If an authorization card is returned by a Contract Holder without indicating a voting instruction, the Insurance Company will vote those shares FOR the applicable Proposal.

In addition to the solicitation of proxy cards by mail, officers and employees of BlackRock Advisors, each Existing Portfolio’s investment advisor, or its affiliates may solicit proxy instructions in person, by telephone, and electronically, including through the internet to discuss Proposals 1 through 6. All expenses incurred in connection with the preparation of this Proxy Statement and the solicitation of instructions will be paid by BlackRock Advisors. BlackRock Advisors will employ Computershare Fund Services as a proxy solicitor and will be paid a flat fee of $2,500 plus out-of-pocket expenses of $6,395.

Shareholder Approval

The presence in person or by proxy of a majority of an Existing Portfolio’s shares entitled to vote is necessary to constitute a quorum for the transaction of business. Because the Insurance Companies are the legal owners of all Portfolio shares, it is very likely that there will be a quorum at the Special Meeting regardless of how Contract Holders direct their respective Insurance Companies to vote on Proposals 1 through 6.

Proposals 1 through 6 each require the approval of a “majority of the outstanding voting securities” of an Existing Portfolio, which term, for purposes of this Proxy Statement and as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), means the lesser of (A) 67% or more of the shares of an Existing Portfolio present at a meeting, if the holders of more than 50% of the outstanding shares of that Portfolio are present or represented by proxy, or (B) more than 50% of the outstanding shares of the Existing Portfolio. Proposal 2 must also be approved by a majority of shares representing interests of Contract Holders in the ML Insurance Companies and a majority of the shares representing Contract Holders of Nationwide using an equivalent calculation.

Abstentions with respect to any proposal will count as present for purposes of establishing a quorum, but will not count as votes cast. Broker non-votes (i.e., proxies from broker or nominees indicating that such persons have not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominees do not have discretionary voting power) will be treated the same as abstentions. Accordingly, abstentions and broker non-votes will effectively be a vote against a Plan of Replacement, for which the required vote is a percentage of the outstanding voting securities and will have no effect on the vote of the adjournment.

If there are insufficient votes to approve an applicable Proposal, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit additional time for the solicitation of proxies, in accordance with applicable law. Adjourned meetings must be held within 120 days after the original record date. Solicitation of votes may continue without any obligation to provide any additional notice of the adjournment. The persons named as proxies will vote in favor of an adjournment those proxies which they are entitled to vote in favor of Proposals 1 through 6 and will vote against an adjournment those proxies to be voted against the applicable Proposal.

The number of shares for which you may provide voting instructions is shown on the authorization card accompanying this Proxy Statement. The number of shares for which you are entitled to provide voting instructions was calculated according to the formula described in the materials relating to your Contract.

Shareholders are entitled to, and Contract Holders are entitled to provide instructions for, one vote for each full share and a proportionate vote for each fractional share held. At any time prior to an Insurance Company’s voting of its shares at the Special Meeting, a Contract Holder may revoke his or her instruction by properly executing a later-dated voting instruction card. The Insurance Companies may revoke their proxy votes by written notice to BlackRock Advisors prior to the Special Meeting or by attending the Special Meeting in person and indicating that they want to vote in person. All voting instructions forms that are properly executed, received before the Special Meeting and not revoked will be voted at the meeting in accordance with any instructions.

The appointed proxies will vote in their discretion on any other business that may properly come before the Special Meeting or any adjournments or postponements thereof. Additional matters would only include matters that were not anticipated as of the date of this Proxy Statement.

Shareholder Proposals

The Fund’s Charter and By-laws provide that the Fund need not hold annual shareholder meetings, except as required by the Investment Company Act. Therefore, in the event that a Proposal is not approved by an Existing Portfolio’s shareholders, it is probable that no annual meeting of shareholders will be held in 2007 or in subsequent years. Proposals that shareholders of the Existing Portfolios intend to present for inclusion in the proxy materials with respect to the special meeting must be received by the Fund within a reasonable period of time before the solicitation is made. The timely submission of a proposal does not, however, guarantee its inclusion. Please complete the enclosed authorization card and return it promptly in the enclosed self-addressed, postage-paid envelope.

Other Business

BlackRock Advisors knows of no other business to be presented at the Special Meeting other than the matters set forth in this Proxy Statement. If any other business properly comes before the Special Meeting, the proxies will exercise their best judgment in deciding how to vote on such matters.

Alice A. Pellegrino
Secretary
March 9, 2007

[This page is intentionally left blank.]

APPENDIX A
BLACKROCK SERIES FUND, INC.

FORM OF
AGREEMENT AND PLAN OF SUBSTITUTION

This Agreement and Plan of Substitution (“Plan”) dated [_____], 2007 is made by [Merrill Lynch Life Insurance Company], a [stock] life insurance company organized under the insurance laws of the State of [___], [ML Life Insurance company of New York], a [stock] life insurance company organized under the insurance laws of the state of New York and [Nationwide Mutual Insurance Company], a [stock] life insurance company organized under the insurance laws of the State of [_____] (each of which is referred to herein as an “Insurance Company” and, collectively, as the “Insurance Companies.”) The Insurance companies offer variable annuity and variable insurance products through separate accounts (each a “Separate Account”). The Separate Accounts are segregated investment accounts that fund each Insurance Company’s individual variable annuity contracts (each a “Contract”). Each Separate Account is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Payments made to a Separate Account under a Contract are allocated to one or more subaccounts (each a “Subaccount”) of the Separate Account. Each Subaccount invests in shares of an open-end management investment company registered under the Investment Company Act. The Plan is intended to accomplish the substitution of shares of common stock of the [_______________________________________] (“Substitute Portfolio”) for shares of beneficial interest of the BlackRock [___________________] Portfolio (“Existing Portfolio”) of BlackRock Series Fund, Inc. (“Fund”) in which a Subaccount of each Separate Account currently invests.

        WHEREAS, the Fund’s Board of Directors (“Board”), with respect to Fund, has determined that it is in the best interests of the Existing Portfolio and its shareholders to liquidate the Existing Portfolio; and

        WHEREAS, each Insurance Company has advised the Board that, in connection with the liquidation and substitution of each Portfolio, each Insurance Company has agreed to remove the Existing Portfolio as an investment option offered through the Contracts, and that each desires to substitute for the interest of holders of such Contracts (the “Contract Holders”) in the Existing Portfolio shares of the Substitute Portfolio, pursuant to this Plan, and that each has requested that liquidation of the Existing Portfolio be made contingent upon approval by the Existing Portfolio, by the affirmative vote of the holders of a “majority of the outstanding voting securities” of the Existing Portfolio, which, as defined in the Investment Company Act, means the lesser of (A) 67% or more of the shares of the Existing Portfolio present at a meeting, if the holders of more than 50% of the outstanding shares of the Existing Portfolio are present or represented by proxy, or (B) more than 50% of the outstanding shares of the Existing Portfolio, of this Plan (the “Plan”), and any amendments related thereto; and

        WHEREAS, the Fund has advised each Insurance Company that it will make the liquidation of the Existing Portfolio contingent upon approval by the affirmative vote of the holders of a majority of the outstanding voting securities of the Existing Portfolio of this Plan and any amendments in connection therewith.

        NOW THEREFORE, the substitution of a Contract Holder’s interest in the Existing Portfolio with an interest in the Existing Portfolio shall be carried out in the manner hereinafter set forth:

        1. EFFECTIVE DATE OF PLAN. The Plan shall become and be effective with respect to the Existing Portfolio only upon the adoption and approval of the Plan, at a meeting of shareholders called for the purpose of voting upon the Plan, by the affirmative vote of the holders of a majority of the outstanding voting securities (as defined above) of the Existing Portfolio. The date of such adoption and approval of the Plan by the Existing Portfolio is hereinafter called the “Effective Date.”

        2. SPECIAL MEETING OF SHAREHOLDERS. The Fund shall provide each of the Contract Holders having an interest in shares of the Existing Portfolio held by the Separate Accounts with proxy materials containing all information necessary to make an informed judgment about the Plan. Each Insurance Company, as one of the record owners of all of the issued and outstanding shares of the Existing Portfolio, shall vote its shares in accordance with the instructions received from its Contract Holders. Any shares of the Existing Portfolio for which an Insurance Company does not receive timely voting instructions, or which are not attributable to Contract Holders, shall be voted in proportion to the instructions received from all Contract Holders having an interest in the Existing Portfolio.

        3. SUBSTITUTIONS. As soon as possible after the Effective Date of a Plan, and in any event within sixty days thereafter, the Insurance Companies shall redeem shares of the Existing Portfolio at net asset value and purchase, with the proceeds of the shares of such Portfolio at net asset value, for the benefit of Contract Holders having an interest in such Portfolio at the time of substitution, an interest in the Substitute Portfolio at net asset value (such redemption and purchase is referred to herein as the “Substitution”). The Substitution will take place at relative net asset value with no change in the amount of any Contract Holder’s accumulated value or in the dollar amount of his or her investment in the applicable Separate Account.

        4. CONDITIONS APPLICABLE TO THE SUBSTITUTION. The Substitution is subject to the following conditions:

        (a) Contract Holders shall not incur any fees, charges or expenses incurred in connection with brokerage transactions, as a result of the Substitution nor shall their rights or an Insurance Company’s obligations under any Contract be altered.

        (b) All expenses incurred in connection with the Substitution shall be paid by [BlackRock Advisors, LLC]

        (c) The Substitution shall not cause the Contract fees and charges currently being paid by existing Contract Holders to be greater after the Substitution than before the Substitution.

        (d) The Fund shall have received an opinion of tax counsel, Willke Farr & Gallagher LLP, that the Substitution shall not impose any tax liability on Contract Holders.

        (e) The prospectus for the Existing Portfolio will be updated after approval of this plan by the Board of Directors by means of a supplement that briefly describes the Plan and identifies the Substitute Portfolio.

        (f) The current prospectus of the Substitute Portfolio will be sent to the Contract Holders with the proxy statement that seeks approval of the Plan.

        (g) Contract Holders shall be furnished with notice of the Substitution in the form of a supplement to the prospectus of the Existing Portfolio. Each supplement will inform Contract Holders that effective [____], 2007, Existing Portfolio Subaccounts will no longer be available for new investment. The prospectus supplement shall inform Contract Holders that they may, at any time prior to the Substitution, transfer their accumulation values from the Subaccount of the relevant Separate Account investing in the Existing Portfolio to any of the other investment options available under their Contract without incurring any transfer fees or other charges. Any transfer of investments from the Existing Portfolio as a result of the Substitution will not be counted as one of the free transfers permitted to Contract Holders (where applicable), provided that the transfer occurs within 90 days of the Substitution. Each prospectus supplement shall also inform Contract Holders that, if permitted by applicable tax law, they may surrender amounts transferred to the Substitute Portfolio as a result of the Substitution without payment of the associated early withdrawal charge, if surrender is made within 30 days after the date of the Substitution. Each Insurance Company’s offer to waive the early withdrawal charge shall not apply to amounts transferred to the Existing Portfolio Subaccount from the other Subaccounts of the Separate Accounts or from the fixed account after [_____], 2007.

        (h) Within 5 days after the Substitution, each Insurance Company will notify, in writing, all Contract Holders who had values transferred from Existing Portfolio Subaccounts as a result of the Substitution of their surrender rights and, as applicable, their right to make “free transfers” for another 90 days.

        (i) Upon completion of the Substitution, each Insurance Company shall take all actions necessary to eliminate the Subaccounts of each Separate Account investing in shares of the Existing Portfolio.

        5. FAILURE TO OBTAIN APPROVAL ON BEHALF OF THE EXISTING PORTFOLIO. In the event that the Plan is not approved by the shareholders of the Existing Portfolio, this Plan shall not apply.

For BlackRock Series Fund, Inc.
BlackRock [_________________] Portfolio:

[For Merrill Lynch Life Insurance Company:]

[For ML Life Insurance Company of New York]

[For Nationwide Mutual Insurance Company]

YOUR VOTE IS IMPORTANT.

Please fold and detach card at perforation before mailing

BLACKROCK SERIES FUND, INC.
SPECIAL MEETING OF SHAREHOLDERS

April 4, 2007

PORTFOLIO NAME PRINTS HERE

THIS VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(“BOARD”) OF BLACKROCK SERIES FUND, INC. (THE “FUND”) AND RELATES TO
THE PROPOSAL WITH RESPECT TO THE ABOVE-REFERENCED PORTFOLIO
(THE “PORTFOLIO”), A SERIES OF THE FUND.

The undersigned hereby appoints the above-referenced Insurance Company and hereby authorizes them to represent and to vote, at the Special Meeting of Shareholders to be held on [date], at (time), and at any adjournments thereof, all of the shares of the fund which the undersigned would be entitled to vote if personally present. IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSAL.

This voting instruction card must be dated and signed exactly as instructed.

Date ______________

PLEASE DATE AND SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

Sign exactly as name appears hereon.

_____________________________
Signature(s)

Please fold and detach card at perforation before mailing

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. PLEASE DO NOT USE FINE POINT PENS.

When properly signed, the voting interest represented by this card will be voted as instructed below. If no instruction is given for the proposal, voting will be “FOR” the proposal.

PLEASE DATE AND SIGN THE REVERSE SIDE OF THIS CARD

YOUR VOTE IS IMPORTANT.

YOUR VOTE IS IMPORTANT.

Please fold and detach card at perforation before mailing

BLACKROCK SERIES FUND, INC.
SPECIAL MEETING OF SHAREHOLDERS

April 4, 2007

INSURANCE COMPANY NAME PRINTS HERE
PORTFOLIO NAME PRINTS HERE

THIS VOTING INSTRUCTION CARD IS BEING SOLICITED ON BEHALF OF THE ABOVE-REFERENCED
INSURANCE COMPANY (THE “COMPANY”) AND RELATES TO THE PROPOSAL INDICATED ON THE
REVERSE SIDE WITH RESPECT TO THE ABOVE-REFERENCED PORTFOLIO
(THE “PORTFOLIO”), A SERIES OF THE TRUST.

The undersigned hereby appoints the above-referenced Insurance Company and hereby authorizes them to represent and to vote, at the Special Meeting of Shareholders to be held on [date], at (time), and at any adjournments thereof, all of the shares of the fund which the undersigned would be entitled to vote if personally present. IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSAL.

Date __________

PLEASE DATE AND SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

Sign exactly as name appears hereon.

_____________________________
Signature(s)

For individual Contract Owners, sign your name exactly as it appears on this card. For joint Contract Owners, either party may sign, but the name of the party signing should conform exactly to the name shown on this card. For all other Contract Owners, the name and the capacity of the individual signing should be indicated, unless it is reflected in the form of registration.

Please fold and detach card at perforation before mailing.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. PLEASE DO NOT USE FINE POINT PENS.

When properly signed, the voting interest represented by this card will be directed as instructed below. If no instruction is given for the proposal, voting will be directed “FOR” the proposal.

Your insurance company recommends that you vote “FOR” the following proposal:

PLEASE DATE AND SIGN THE REVERSE SIDE OF THIS CARD