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BLUE CHIP VALUE FUND, INC.

1225 Seventeenth Street

26th Floor

Denver, Colorado  80202

                       

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                       

 

Denver, Colorado

March 31, 2008

 

To the Stockholders of

   Blue Chip Value Fund, Inc.:

 

            The Annual Meeting of Stockholders of Blue Chip Value Fund, Inc. (the “Fund”) will be held at the offices of Denver Investment Advisors LLC, 1225 Seventeenth Street, 26 ^th Floor, Denver, Colorado, on Tuesday, May 6, 2008, at 11:00 AM (Mountain time), for the following purposes:

 

1.         To elect two (2) Class II directors to serve until the Annual Meeting of Stockholders in the year 2011 and until the election and qualification of their successors.

 

2.         To ratify the appointment by the Board of Directors of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for its fiscal year ending December 31, 2008.

 

3.         To transact such other business as may properly come before the meeting or any adjournment thereof.

 

            The subjects referred to above are discussed in the Proxy Statement attached to this Notice.  Each Stockholder is invited to attend the Annual Meeting in person.  Holders of record at the close of business on March 25, 2008 are entitled to receive notice of and to vote at the Meeting.  If you cannot be present at the Annual Meeting, we urge you to fill in, sign, and promptly return the enclosed proxy in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States.  You may also choose to cast your vote by telephone, instead of by mail.  In order to avoid the additional expense to the Fund of further solicitation, we ask your cooperation in completing your proxy promptly.

 

                                                                       

Sincerely,

   

Nancy P. O’Hara

Secretary

 

 

 

 

 

 

 

ANNUAL MEETING OF STOCKHOLDERS

OF

BLUE CHIP VALUE FUND, INC.

1225 Seventeenth Street

26th Floor

Denver, Colorado  80202

 

 

PROXY STATEMENT

 

 

                                                                                                    March 31, 2008

 

            This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Blue Chip Value Fund, Inc. (the “Fund”) for use at the Fund's Annual Meeting of Stockholders to be held at the offices of Denver Investment Advisors LLC (“DenverIA”), 1225 Seventeenth Street, 26 ^th Floor, Denver, Colorado, on Tuesday, May 6, 2008, at 11:00 AM (Mountain time), and at any adjournment thereof (the “Meeting”).

 

            You can vote in any one of the following ways:

 

            (a)        By mail, by filling out and returning the enclosed proxy.

 

            (b)        By telephone, by following the instructions printed on the proxy.

 

            (c)        In person at the Meeting.

 

            Any person giving a proxy may revoke it at any time prior to its use.  Properly submitted proxies received by the Fund in time for voting and not so revoked will be voted in accordance with the directions specified therein.  The Board of Directors recommends a vote FOR the election of the Directors as listed and FOR Proposal 2.  If no specification is made, the proxy will be voted for the election of the Directors as listed, for Proposal 2, and with discretionary authority to vote upon such other business as may properly come before the Meeting or any adjournment thereof.

 

            Costs of soliciting proxies will be borne by the Fund.   Morrow & Co., LLC has been retained to solicit proxies in connection with the Meeting for a base fee of $3,000 and reimbursement for all out-of-pocket expenses which is estimated at $3,000.  It is anticipated that banks, brokerage houses, and other custodians will be requested on behalf of the Fund to forward solicitation material to their principals to obtain authorizations for the execution of proxies.  In addition to soliciting proxies by use of the mail, some of the officers of the Fund and persons affiliated with DenverIA, the Fund’s investment adviser, may, without remuneration, solicit proxies personally or by telephone or telefax.  By voting as soon as you receive your proxy materials, you will help to reduce the cost of any additional mailings or solicitation efforts.

 

            On March 25, 2008, the record date for determining the Stockholders entitled to vote at the Meeting, there were outstanding 28,434,898 shares of common stock, constituting all of the Fund’s outstanding voting securities.  Each share of common stock is entitled to one vote.  This Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders and the enclosed proxy are being mailed on or about March 31, 2008 to Stockholders of record on the record date. 

 

 

 

 

 

 

 

 

 

 

            The Fund will furnish to Stockholders upon request, without charge, copies of its Annual Report to Stockholders, containing audited financial statements for the fiscal year ended December 31, 2007.  Requests for such Annual Report should be directed to Mr. Jasper R. Frontz, Treasurer, Blue Chip Value Fund, Inc., 1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202 or telephone toll-free (800) 624-4190.  The Annual Report is not to be regarded as proxy soliciting material.

 

 

PROPOSAL 1:  NOMINEES FOR ELECTION AS DIRECTORS

 

            The Fund’s By-Laws provide that the Board of Directors shall consist of three classes of members.  Directors are chosen for a term of three years and the term of one class of directors expires each year.  The Board of Directors has designated two candidates, who are presently directors of the Fund, for whom proxies solicited by the Fund will be voted if requisite authority is granted.

 

            The following table sets forth the nominees for election as directors and the other directors whose term of office continues beyond the Meeting, their ages, term of office, including length of time served as a director, principal occupations for the past five or more years, any other directorships they hold in companies which are subject to the reporting requirements of the Securities Exchange Act of 1934 or are registered as investment companies under the Investment Company Act of 1940, as amended (the “1940 Act”), and the number of portfolios in the Fund Complex that they oversee.  The Fund Complex includes funds with a common or affiliated investment adviser.  The Fund Complex is comprised of the Fund, consisting of one portfolio, the Dunham Small-Cap Value Fund, consisting of one portfolio, the RiverSource Partners Variable Portfolio Small-Cap Value Fund (formerly RiverSource VP Small-Cap Value Fund), consisting of one portfolio, and the Westcore Trust, of which there are eleven portfolios.  Each director may be contacted by writing to the director, c/o Blue Chip Value Fund, Inc., 1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202, Attn: Jasper Frontz.

 

 

 

 

 

 

 

 

 

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NOMINEES FOR ELECTION - to be elected for a term of three years until the Annual Meeting in the year 2011.

 

 

INDEPENDENT DIRECTORS

 

LEE W. MATHER, JR.

Age:   64

Position(s) Held with the Fund:

Director

Term of Office and Length of Time Served :

Class II Director since 2001. 

Principal Occupations During the Past Five Years :

Director, American Rivers (conservation organization) (2000-2006);

Investment Banker, Merrill Lynch & Co. (1977-2000).

Other Directorships Held :   None.

Number of Portfolios in Fund Complex Overseen :   One.

 

RICHARD C. SCHULTE

Age:   63

Position(s) Held with the Fund

Director

Term of Office and Length of Time Served :

Class II Director since 1987. 

Principal Occupations During the Past Five Years : 

Private Investor;

President, Transportation Service Systems, Inc., a subsidiary of Southern Pacific Lines, Denver, Colorado (1993 - 1996);

Employee, Rio Grande Industries, Denver, Colorado (holding company) (1991 – 1993);

Other Directorships Held :   None.

Number of Portfolios in Fund Complex Overseen :   One.

 

 

 

 

 

3

 

 

 

 

 

 

OTHER DIRECTORS

 

INTERESTED DIRECTORS

 

KENNETH V. PENLAND, CFA*

Age:  65

Position(s) Held with the Fund:

Chairman of the Board and Director

Term of Office and Length of Time Served:

Chairman of the Board and Class III Director since 1987.  Term expires in 2009.

Principal Occupations During Past Five Years :

Chairman and Executive Manager, Denver Investment Advisors LLC and predecessor organizations (1983-2001);

President, Westcore Trust (1995-2001)

Trustee, Westcore Trust (2001-2005)

Other Directorships Held :  None.

Number of Portfolios in Fund Complex Overseen :  One.

 

TODGER ANDERSON, CFA*

Age :  63

Position(s) Held with the Fund:

President and Director

Term of Office and Length of Time Served :

President since 1987.  Class I Director from 1988 until 1995, and since 1998.** Term expires in 2010.

Principal Occupations During Past Five Years :  

Chairman, Denver Investment Advisors LLC (since 2004);

President, Westcore Trust (since 2005);

President, Denver Investment Advisors LLC and predecessor organizations (1983-2004);

Portfolio Manager, Westcore MIDCO Growth Fund (1986-2005);

Portfolio Co-Manager, Westcore Select Fund (2001-2005).

Other Directorships Held :   None.

Number of Portfolios in Fund Complex Overseen :   One.

 

 

 

___________________

* Messrs. Anderson and Penland may be deemed to be “interested persons” of the Fund, as that term is defined in the 1940 Act, by virtue of their affiliations with the Fund’s investment adviser and their positions as officers of the Fund.

 

**Mr. Anderson previously served as a director of the Fund from May 12, 1988 to March 31, 1995.  Mr. Anderson resigned on March 31, 1995 because of a change in control of the Fund’s investment adviser, and in order to comply with the provisions of Section 15(f) of the 1940 Act that at least 75% of the directors of the Fund were required to be disinterested directors for a period of three years following the change in control.  Mr. Anderson was re-elected to the Board of Directors at the 1998 Annual Meeting of Stockholders.

                                                                                                      

 

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INDEPENDENT DIRECTOR

 

ROBERTA M. WILSON, CFA

Age:   64

Position(s) Held with the Fund :  

Director

Term of Office and Length of Time Served:

Class III Director since 1987.  Term expires in 2009.

Principal Occupations During Past Five Years :

Management Consultant and Coach (since 1998);

Director of Finance, Denver Board of Water Commissioners (Retired), Denver, Colorado (1985-1998);

Other Directorships Held:   None.

Number of Portfolios in Fund Complex Overseen :  One.

 

 

 

OFFICERS

 

            Information concerning the names, ages, positions with the Fund, term of office, including length of time served as an officer, current affiliations, and principal occupations of the principal officers of the Fund, other than Messrs. Anderson and Penland, is set out below.  Information concerning Messrs. Anderson and Penland is set forth on page 4.

 

            Officers of the Fund are elected by the Board of Directors and, subject to the earlier termination of office, each officer holds office for the term of one year and until his or her successor is elected and qualified.

 

 

MARK M. ADELMANN, CFA, CPA

1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202

Age:   50.

Position(s) Held with the Fund

Vice President

Term of Office and Length of Time Served :

Vice President since 2002.

Principal Occupations During the Past Five Years :  

Vice President, Denver Investment Advisors LLC (since 2000);

Research Analyst, Denver Investment Advisors LLC (since 1995).

 

NANCY P. O’HARA

One Logan Square, 18 ^th and Cherry Streets, Philadelphia, Pennsylvania 19103

Age:   49.

Position(s) Held with the Fund:

Secretary

Term of Office and Length of Time Served :  

Secretary since 2007.

Principal Occupations During the Past Five Years :  

Associate of the law firm of Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania.

 

                                                                                                      

 

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JASPER R. FRONTZ, CPA, CFA

1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202

Age:   39.

Position(s) Held with the Fund :

Treasurer and Chief Compliance Officer

Term of Office and Length of Time Served :

Treasurer since 1997, Chief Compliance Officer since 2004.

Principal Occupations During the Past Five Years :  

Vice President, Denver Investment Advisors LLC (since 2000);

Director of Mutual Fund Administration, Denver Investment Advisors LLC (since 1997);

Fund Controller, ALPS Mutual Funds Services, Inc. (1995-1997);

Treasurer, Westcore Trust (since 1997), Chief Compliance Officer, Westcore Trust (since 2004);

Registered Representative, ALPS Distributors, Inc. (since 1995). 

 

 

            With the exception of Mr. Frontz in his role as Chief Compliance Officer, no director or officer of the Fund who is currently a director, officer, or employee of the investment adviser or any of its parents, received any remuneration from the Fund during 2007.  The Adviser was reimbursed $20,500 by the Fund during 2007 to pay for the portion of Mr. Frontz’s compensation attributable to his services as the Fund’s Chief Compliance Officer.  The directors then in office taken as a group were either paid or had accrued directors’ fees for 2007 from the Fund in the aggregate amount of $71,844.

 

            Effective November 16, 2007, each director who is not also a director, officer or employee of DenverIA is paid an annual retainer of $21,000 for serving as a director, plus out-of-pocket expenses incurred in attending meetings.  A director will forfeit $2,625 for each Board meeting not attended in person or by telephone.  Previously, the Fund paid each such director an annual retainer of $6,000 for service as a director, plus $1,500 for each Board meeting attended, $750 for each committee meeting and special meeting of the Board attended that was held on a date other than a regular Board meeting date and out-of- pocket expenses incurred in attending meetings, and each member of the Audit Committee was paid $500 for each Audit Committee meeting attended.  The Board of Directors held four regularly scheduled Board meetings during the year ended December 31, 2007.  The Audit Committee held four regularly scheduled Committee meetings on the same day as the Board meetings.  Each of the directors attended all of the Board and Committee meetings held in 2007.  The Fund does not require attendance by Directors at annual meetings of Stockholders, although Directors are welcome to attend.  All of the Directors attended the 2007 annual meeting of Stockholders.  Please note that the Fund has no pension or retirement plans.

 

            The following table provides information concerning the compensation of each of the Fund’s directors whose term of office continues beyond the Meeting for services rendered during the Fund’s fiscal year ended December 31, 2007: 

 

 

 

6

 

 

 

 

 

 

 

Compensation Table

 

 

______________________

 

Drinker Biddle & Reath LLP, of which Nancy P. O’Hara, Secretary of the Fund, is an Associate, received legal fees during the fiscal year ended December 31, 2007 for services rendered as the Fund’s legal counsel.

                                                                                                      

 

 

 

 

______________________

¹ Mr. Mather was reimbursed $2,844 for travel expenses associated with his attendance at Board and Audit Committee meetings.

 

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Ownership of Fund Shares

 

            The following table sets forth, as of January 31, 2008 beneficial ownership of the Fund’s shares by (1) each director whose term of office continues beyond the Meeting and the nominees for director and (2) all directors, the nominees for director and executive officers as a group.

 

                                                                                         

                                               

 

__________________________

 

1	Unless otherwise indicated the beneficial owner has sole voting and investment power.
2	Including 72,329 shares held by Mr. Penland, 2,679 shares owned by Mr. Penland’s wife, 277,567 shares jointly owned by Mr. Penland and his wife, and 63,818 shares owned in a trust for Mr. Penland’s daughter.
3	These shares include 4,079 that are owned by Mr. Schulte’s wife.
4	These shares are owned jointly by Ms. Wilson and her husband.
*	Less than 1%.
To the knowledge of the Fund’s management, no person owned beneficially more than 5% of the Fund’s outstanding shares as of March 25, 2008.

 

                                                                                                      

 

8

 

 

 

 

 

 

 

Standing Board Committees

 

            The Board has established three standing committees in connection with the governance of the Fund: Audit, Qualified Legal Compliance and Nominating.

 

            The Fund’s Audit Committee is comprised of all of the directors of the Fund who are not “interested” persons of the Fund as defined in the 1940 Act.  The members of the Audit Committee are also considered independent as defined in the New York Stock Exchange Listing Standards applicable to closed-end investment companies.  The functions of the Audit Committee include, among other things, to meet with the Fund’s independent registered public accounting firm to review the scope and findings of the annual audit, review matters of independence, discuss the Fund’s accounting policies, discuss any recommendation of the independent registered public accounting firm with respect to the Fund’s management practices, review the impact of changes in accounting standards upon the Fund’s financial statements, approve all audit and permissible non-audit services provided to the Fund and certain other persons by the independent registered public accounting firm, approve the selection and compensation of independent registered public accounting firm, and perform such other duties as may be assigned to the Audit Committee by the Board of Directors.  The Board adopted a written charter for the Audit Committee which is available on the Fund’s website at http://www.blu.com.  The Audit Committee met four times during the fiscal year ended December 31, 2007. 

 

            The Audit Committee has met with Fund management to review and discuss, among other things, the Fund’s audited financial statements for the year ended December 31, 2007.  The Audit Committee has also met with the Fund’s independent registered public accounting firm and discussed with them certain matters required under Statement on Auditing Standards (SAS) 114 (formerly SAS 61) as may be modified or supplemented from time to time, including, but not limited to, the scope of the Fund’s audit, the Fund’s financial statements and the Fund’s accounting controls.  The Audit Committee has received written disclosures and the letter from the Fund’s independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as may be modified or supplemented from time to time, and has discussed with the independent registered public accounting firm their independence.  Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Fund’s audited financial statements be included in the Fund’s 2007 Annual Report to Stockholders for the year ended December 31, 2007.  The members of the Audit Committee are currently Messrs. Mather and Schulte, and Ms. Wilson. 

 

            The Audit Committee also serves as the Fund’s Qualified Legal Compliance Committee (the “QLCC”).  The purpose of the QLCC is to receive, retain, consider and act upon reports of evidence of possible material violations of applicable United States federal and state securities laws, material breaches of fiduciary duty arising under United States federal or state law and similar violations of any United States federal or state law from attorneys covered by Section 307 of the Sarbanes-Oxley Act of 2002.  There were no meetings of the QLCC during the fiscal year ended December 31, 2007.

 

           

                                                                                                      

9

 

 

 

 

 

 

The Fund’s Nominating Committee is comprised of all of the Directors who are not “interested” persons of the Fund, as defined in the 1940 Act.  The members of the Nominating Committee are currently Messrs. Mather and Schulte, and Ms. Wilson.  The Nominating Committee is responsible for the selection and nomination of candidates to serve as directors.  A copy of the Nominating Committee Charter is attached as Appendix A to this Proxy Statement.  It is not available on the Fund’s website.  The Nominating Committee did not meet during the fiscal year ended December 31, 2007.

 

            In evaluating candidates, the Nominating Committee may consider a variety of factors, but it has not at this time set any specific minimum qualifications that must be met.  Although the Nominating Committee expects to be able to find an adequate number of candidates to serve as directors, the Nominating Committee is willing to consider nominations received from stockholders or from other sources it deems appropriate that are submitted timely and with adequate information about the candidate in the Committee’s view in order for it to make an assessment.  The Nominating Committee shall assess stockholder nominees in the same manner as it reviews its own nominees.  Any recommendation must be submitted in writing to the Nominating Committee in care of the Fund’s Treasurer at the address on the front of this Proxy Statement, and should include at a minimum the following information as to each individual proposed for nomination as director: such individual’s written consent to be named in the proxy statement as a nominee (if nominated) and to serve as a director (if elected), and all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of such proposed nominee under the Securities Exchange Act of 1934, as amended, and the 1940 Act.  The Nominating Committee, in its discretion, may request additional information concerning the recommended candidate in order to evaluate the candidate’s qualifications.  This Proxy Statement is expected to be mailed on March 31, 2008, and, if such occurs, any such notice must be received by the Fund on or before April 10, 2008. 

 

            In order for the information on such nominee to be considered for inclusion in the Fund’s proxy statement, any such submission must be sent no later than 120 calendar days before the date the Fund’s proxy statement was released to stockholders in connection with the Fund’s previous year’s annual meeting or, if the Fund has changed the meeting date by more than 30 days, within a reasonable time before the Fund begins to print and mail its proxy statement.  No nominee recommendation has been received from a Stockholder within the past 120 days.   The Fund has not paid a fee to third parties to assist in finding nominees.

 

           Stockholders may send other communications to the Board of Directors, a committee thereof or an individual Director.  Any such communication should be sent in writing addressed to the Board of Directors, the specific committee or individual Director in care of the Fund’s Treasurer at the address on the front of this Proxy Statement.  The Fund’s Treasurer is responsible for determining, in consultation with other officers of the Fund, counsel and other advisers, as appropriate, which stockholder communications will be relayed to the Board, committee or individual Director.  The Treasurer may determine not to forward any letter to the Board, committee or individual Director that does not relate to the business of the Fund.

 

                                                                                                     

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Section 16(a) Beneficial Ownership Reporting Compliance

 

            Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act of 1934 require the Fund’s directors and officers, certain affiliated persons of the investment adviser, and persons who own more than ten percent of the Fund’s shares to file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership and reports of changes in ownership of shares of the Fund.  Specific due dates for these reports have been established and the Fund is required to disclose in this Proxy Statement any failure to file by the specific due dates.  To the Fund’s knowledge, all reports were filed on a timely basis during 2007.  In making these disclosures, the Fund has relied on copies of reports that were furnished to it and written representations of its directors, officers and investment adviser.

 

The Board of Directors recommends that Stockholders vote FOR the election of Messrs. Mather and Schulte as Class II directors to serve until the Annual Meeting of Stockholders in the year 2011 and until the election and qualification of their successors.

 

 

PROPOSAL 2:  RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

            The Stockholders are being asked to act upon a proposal to ratify the appointment by the Audit Committee and the directors of Deloitte & Touche LLP (“Deloitte & Touche”) as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2008. Deloitte & Touche has served as the Fund’s independent registered public accounting firm since the fiscal year ended December 31, 2000.

 

Independent Registered Public Accounting Firm Fees

 

            Audit Fees :  For the Fund’s fiscal years ended December 31, 2007 and December 31, 2006, the aggregate fees billed for professional services rendered by Deloitte & Touche for the audit of the Fund’s annual financial statements were $25,520 and $22,000, respectively.

 

            Audit-Related Fees :  In the Fund’s fiscal years ended December 31, 2007 and December 31, 2006, no fees were billed for assurance and related services by Deloitte & Touche that were reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under “Audit Fees” above.

 

            Tax Fees :  For the Fund’s fiscal years ended December 31, 2007 and December 31, 2006, aggregate fees of $ 3,120 and $2,310, respectively, were billed for professional services rendered by Deloitte & Touche for tax compliance, tax advice and tax planning.  The fiscal year 2007 and 2006 tax fees were for review of tax returns and year-end distributions in compliance with applicable regulations.

 

            All Other Fees :  For the Fund’s fiscal years ended December 31, 2007 and December 31, 2006, no fees were billed to the Fund by Deloitte & Touche for services other than the services reported under the captions “Audit Fees” and “Tax Fees” above.

 

                                                                                                     

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            Audit Committee Pre-Approval Policies and Procedures :  The Fund’s Audit Committee has not adopted pre-approval policies and procedures.  Instead, the Audit Committee approves on a case-by-case basis each audit or non-audit service before the engagement.

 

            Aggregate non-audit fees of $3,120 were billed by Deloitte & Touche for services rendered to the Fund for the Fund’s fiscal year ended December 31, 2007 and aggregate non-audit fees of $2,310 were billed by Deloitte & Touche for services rendered to the Fund for the Fund’s fiscal year ended December 31, 2006.  Deloitte & Touche rendered no non-audit services to DenverIA in 2007 or 2006.

 

            Representatives of Deloitte & Touche are not expected to be present at the Meeting, but will be available by telephone to respond to appropriate questions from Stockholders, if necessary.

 

            The Board of Directors recommends that Stockholders vote FOR the ratification of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for its fiscal year ending December 31, 2008.

 

 

VOTES REQUIRED FOR THE ELECTION OF DIRECTORS, THE RATIFICATION OF REGISTERED PUBLIC ACCOUNTING FIRM AND

APPROVAL OF OTHER MATTERS AT THE MEETING

 

            A quorum for the transaction of business at the Meeting is constituted by the presence in person or by proxy of holders of a majority of the outstanding shares of common stock of the Fund.  If a Proxy is properly submitted accompanied by instructions to withhold authority, or is marked with an abstention, the shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business.  In the election of directors, the nominees receiving the highest number of votes cast at the Meeting will be elected, assuming that each receives the votes of a majority of the outstanding shares of common stock.  The withholding of voting authority with respect to the election of a director means that the shares withheld will not be counted toward the required majority.  Under Maryland law, abstentions will have the effect of a “no vote” for purposes of electing directors.  Approval of Proposal 2 requires the affirmative vote of the holders of a majority of the votes cast at the Meeting. Under Maryland law, abstentions do not constitute a vote “for” or “against” a matter and will be disregarded in determining the “votes cast” on an issue. Consequently, an abstention will have no effect (i.e., will not be considered a vote “for” or “against”) with respect to Proposal 2.  Broker “non-votes” will be treated the same as abstentions. 

 

               In the event that a quorum is not present at the Meeting or at any adjournment thereof, or in the event that a quorum is present at the Meeting but sufficient votes to approve a proposal are not received by the Fund, one or more adjournment(s) may be proposed to permit further solicitations of proxies.  Any adjourned session or sessions may be held after the date set for the original Meeting without notice except announcement at the Meeting.  Any such adjournment(s) will require the affirmative vote of a majority of the outstanding shares of common stock that are represented at the Meeting in person or by proxy.  If such a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such adjournment(s), and will vote those proxies required to be voted AGAINST the proposal against any such adjournment(s).  A stockholder vote may be taken on some or all matters before any such adjournment(s) if a quorum is present and sufficient votes have been received for approval.

 

 

                                                                                                     

 

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OTHER BUSINESS

 

            The Management of the Fund does not know of any other matters to be brought before the Meeting.  If such matters are properly brought before the Meeting, proxies not limited to the contrary will be voted in accordance with the best judgment of the person or persons acting thereunder.  To propose any business for consideration at this Meeting (other than matters included in this Proxy Statement), the By-Laws require a Stockholder to notify the Fund in writing by the tenth day following the day on which notice of the meeting is mailed and to provide such written information to the Fund as its Secretary may reasonably require. This Proxy Statement is expected to be mailed to Stockholders on March 31, 2008, and, if such occurs, any such notice must be received by the Fund on or before April 10, 2008.

 

ADDITIONAL INFORMATION

 

Investment Adviser

 

            DenverIA is located at 1225 Seventeenth Street, 26th Floor, Denver, CO 80202. 

 

Co-Administrators

 

            DenverIA and ALPS Fund Services, Inc. (“ALPS”) serve as co-administrators for the Fund.  ALPS is located at 1290 Broadway, Suite 1100, Denver, CO 80203.

 

Stockholder Proposals - Annual Meeting in the Year 2009

 

            A Stockholder who intends to present a proposal which relates to a proper subject for Stockholder action at the Annual Meeting of Stockholders in the year 2009, and who wishes such proposal to be considered for inclusion in the Fund’s proxy materials for such meeting, must cause such proposal to be received, in proper form, at the Fund’s principal executive offices no later than December 6, 2008.  Any such proposals, as well as any questions relating thereto, should be directed to the Fund to the attention of its President.

 

March 31, 2008

 

Stockholders who do not expect to be present at the Meeting and who wish to have their shares voted are requested to date and sign the enclosed proxy and return it in the enclosed envelope. No postage is required if mailed in the United States.   You may also choose to cast your vote by telephone, instead of by mail.

 

                                                                                                     

 

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Appendix A

 

BLUE CHIP VALUE FUND, INC.

 

NOMINATING COMMITTEE CHARTER

 

SECTION 1.      PURPOSE & SCOPE

 

            The Board of Directors (the “Board”) of Blue Chip Value Fund, Inc. (the “Fund”) has established a Nominating Committee (the “Committee”) that is responsible for recommending to the Board persons to be nominated by the Board for election as Directors at the Fund’s meetings of stockholders or to fill any vacancy on the Board that may arise between meetings of stockholders.

 

SECTION 2.      MEMBERSHIP

 

            The Committee consists of all of the Directors who are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).  The Board of Directors shall elect a Chairperson of the Committee by a majority vote.  The compensation, if any, of the Committee members shall be as determined by the Board.

 

SECTION 3.      NOMINATION AND APPOINTMENT POLICY AND RESPONSIBILITIES

 

(a)                In evaluating candidates, the Committee shall take into consideration such factors as it deems appropriate.   The Committee may, in its discretion, establish specific, minimum qualifications or skills that must be met by candidates.

 

(b)               The Committee will consider candidates submitted by stockholders or from other sources it deems appropriate that are submitted timely and with adequate information about the candidate in the Committee’s view in order for them to make an assessment.  The Committee shall assess stockholder nominees in the same manner as it reviews its own nominees.  Any recommendation must be submitted in writing to the Committee in care of the Fund’s Treasurer at Denver Investment Advisors, LLC, 1225 Seventeenth Street, 26 ^th Floor, Denver, Colorado 80202, and should include at a minimum the following information  as to each individual proposed for nomination as director: such individual’s written consent to be named in the proxy statement as a nominee (if nominated) and to serve as a director (if elected), and all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of such proposed nominee under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended. The Committee, in its discretion, may request additional information concerning the recommended candidate in order to evaluate the candidate’s qualifications.

           

            To be timely for consideration by the Committee, in accordance with the Fund’s By-Laws, the Fund must be notified of the name of the candidate in writing at least 60 days prior to the annual meeting and the remaining required written information must be submitted at least 30 days prior to the annual meeting, provided however , in the event that the notice of the annual meeting of stockholders is mailed less than 60 days before the annual meeting date, then the name of the candidate and the required written information must be received by the Fund by the tenth day following the day on which the notice of the annual meeting is mailed to stockholders or otherwise publicly disclosed.  In order for the information on such nominee to be considered for inclusion in the Fund’s proxy statement, any such submission must be sent no later than 120 calendar days before the date the Fund’s proxy statement was released to stockholders in connection with the Fund’s previous year’s annual meeting or, if the Fund has changed the meeting date by more than 30 days, within a reasonable time before the Fund begins to print and mail its proxy statement. 

 

 

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SECTION 4.      ADDITIONAL RESPONSIBILITIES

 

(a)                The Committee shall have the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee or to a Committee member.

 

(b)               The Committee shall have any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of the Board members or any Committee members.

 

SECTION 5.      PROCEDURAL MATTERS

 

(a)                The Committee shall meet as often as it deems necessary.  At all meetings of the Committee, a majority of the members of the Committee shall constitute a quorum for the transaction of business.

 

(b)               The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Fund, and the Committee shall report all of its actions to the Board at its next meeting following such actions.

 

(c)                The Committee shall review and reassess the adequacy of this Charter as frequently as it deems necessary and recommend any proposed changes to the Board for approval.

 

(d)               The Committee shall have the resources and authority to make reasonable expenditures, including expenditures to retain any experts and counsel related to the aforementioned duties and tasks, including a professional search firm to identify potential candidates, that will be reimbursed by the Fund.

 

 

 

 

Adopted as of March 16, 2004

 

 

 

 

 

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