<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Blue Chip Value Fund
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
BLUE CHIP VALUE FUND, INC.
1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202
Denver, Colorado
April 10, 2000
To Our Stockholders:
It is our pleasure to invite you to your Fund's Annual Meeting of
Stockholders to be held at the offices of Denver Investment Advisors LLC, 1225
Seventeenth Street, 26th Floor, Denver, Colorado, on Tuesday, May 9, 2000, at
12:00 noon (Mountain time). Formal notice of the meeting appears on the next
page and is followed by the Proxy Statement.
We hope you will find it convenient to attend, but we urge you, in any
event, to complete and return the enclosed proxy card in the envelope
provided. If you do attend, you may vote in person if you so desire.
The Annual Report of the Blue Chip Value Fund, Inc. for the year ended
December 31, 1999, has previously been mailed to stockholders of record. It is
enclosed with this mailing to beneficial owners of the Fund's stock who may
not have previously received it. The Annual Report is not to be considered
proxy soliciting material.
Sincerely,
/s/ Kenneth V. Penland
Kenneth V. Penland, CFA
Chairman
YOUR VOTE IS IMPORTANT
We consider the vote of each Stockholder important, whatever the number of
shares held. If you are unable to attend the meeting in person, please sign,
date, and return your proxy in the enclosed envelope at your earliest
convenience. The prompt return of your proxy will save expense to your Fund.
<PAGE>
BLUE CHIP VALUE FUND, INC.
1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
Denver, Colorado
April 10, 2000
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, 26th Floor, Denver, Colorado, on Tuesday, May 9, 2000, at
12:00 noon (Mountain time), for the following purposes:
1. To elect two (2) Class III directors to serve until the Annual Meeting
of Stockholders in the year 2003 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 auditors for its fiscal year ending
December 31, 2000.
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 28, 2000
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. In order to
avoid the additional expense to the Fund of further solicitation, we ask your
cooperation in completing and returning your proxy promptly.
/s/ W. Bruce McConnel, III
W. Bruce McConnel, III
Secretary
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
OF
BLUE CHIP VALUE FUND, INC.
1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202
----------------
PROXY STATEMENT
----------------
April 10, 2000
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, 1225 Seventeenth Street, 26th Floor Denver,
Colorado, on Tuesday, May 9, 2000, at 12:00 noon (Mountain time), and at any
adjournment thereof (the "Meeting").
Any person giving a proxy may revoke it at any time prior to its use.
Signed 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 directors as listed and FOR
Proposal 2. If no specification is made, the proxy will be voted for the
election of directors as listed and for Proposal 2.
Costs of soliciting proxies will be borne by the Fund. Morrow & Co. has
been retained to solicit proxies in connection with the Meeting for a fee of
approximately $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 Denver Investment Advisors LLC,
the Fund's investment adviser, may, without remuneration, solicit proxies
personally or by telephone or telefax.
On March 28, 2000, the record date for determining the Stockholders
entitled to vote at the Meeting, there were outstanding 17,104,430 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 April 10, 2000 to Stockholders of record on the
record date.
The Fund prepares and mails to its Stockholders financial reports on a
semi-annual basis. 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, 1999. 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.
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.
<PAGE>
The following table sets forth by class the nominees and the other
directors, their ages, principal occupations for the past five or more years,
and 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").
NOMINEES FOR CLASS III DIRECTORS--to be elected for a term of three years
until the Annual Meeting in the year 2003.
KENNETH V. PENLAND, CFA*
1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202
Chairman of the Board and Director of the Fund
Chairman and Executive Manager, Denver Investment Advisors LLC (since 1995);
prior thereto Chairman of the Board and Director of Research, Denver
Investment Advisors, Inc.; President, Westcore Funds. Age 57.
ROBERTA M. WILSON, CFA
9268 Weld County Road, #28, Platteville, Colorado 80651
Director of the Fund
Retired; until July 1998, Director of Finance, Denver Board of Water
Commissioners, Denver, Colorado. Age 56.
OTHER DIRECTORS:
CLASS I DIRECTORS--term expires in the year 2001.
TODGER ANDERSON, CFA*
1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202.
Director and President of the Fund.
President and Executive Manager, Denver Investment Advisors LLC (since 1995);
prior thereto, President and Director of Portfolio Management, Denver
Investment Advisors, Inc.; Portfolio Manager, Westcore MIDCO Growth Fund
(since 1986). Age 55.
ROBERT J. GREENEBAUM
828 Kimballwood Lane, Highland Park, Illinois 60035
Director of the Fund
Independent Consultant; Director, United Asset Management Corp., Boston,
Massachusetts; former Chairman of the Board and Director, Selected American
Shares, Inc. and Selected Special Shares, Inc., Santa Fe, New Mexico (until
December, 1997); former Chairman of the Board and Trustee, Selected Capital
Preservation Trust, Santa Fe, New Mexico (until December, 1997). Mr.
Greenebaum provides consulting services from time to time to Denver Investment
Advisors LLC. Age 82.
CLASS II DIRECTORS--term expires in the year 2002.
ROBERT M. INMAN
1450 South Clayton Street, Denver, Colorado 80210
Director of the Fund
Real Estate Investment Advisor and Consultant (since 1988) (real estate
development and construction); former Director, First National Bank of Parker,
N.A., Parker, Colorado. Age 60.
- --------
* Messrs. Anderson and Penland are "interested persons" of the Fund, as that
term is defined in the 1940 Act, because Messrs. Anderson and Penland are
officers and executive managers of the investment adviser and officers and
directors of the Fund.
2
<PAGE>
RICHARD C. SCHULTE
34507 Squaw Pass Road, Evergreen, Colorado 80439
Director of the Fund
Private Investor; until 1996, President, Transportation Service Systems, Inc.
(since 1993); Employee, Southern Pacific Lines, Denver, Colorado (since 1993).
Prior thereto, Employee, Rio Grande Industries, Denver, Colorado (holding
company) (since 1991), Vice President Finance and Treasurer, Rio Grande
Holdings, Inc., Denver, Colorado (since 1990), and Vice President, Denver &
Rio Grande Western Railroad Company, Denver, Colorado. Age 55.
Messrs. Penland and Inman and Ms. Wilson have served as directors of the
Fund since its organization and were elected by the initial Stockholders of
the Fund. Mr. Schulte has served as a director of the Fund since October 21,
1987 when he was appointed to the Board to fill a vacancy created when the
Board, in accordance with the Fund's By-Laws, increased the number of
directors comprising the Board from three to four. Mr. Greenebaum was elected
to the Board of Directors at the 1988 Annual Meeting of Stockholders to fill a
vacancy created when the number of directors was increased from four to six.
Mr. Anderson, who has been President of the Fund since its organization,
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.
No director or officer of the Fund who is also a director, officer, or
employee of the investment adviser or any of its parents, received any
remuneration from the Fund during 1999. The other directors taken as a group
were either paid or had accrued directors' fees for 1999 from the Fund in the
aggregate amount of $46,500.
In 1999 the directors received an annual retainer of $6,000 for serving as
directors, plus a meeting fee of $1,500 for each regular Board meeting
attended. The Fund expects the basis of such compensation will be the same
during 2000. The Board of Directors held four regularly scheduled meetings
during the year ended December 31, 1999. Each of the directors, except for Mr.
Anderson, attended at least 75% of the meetings. Mr. Anderson attended 50% of
the meetings.
The following table provides information concerning the compensation of
each of the Fund's directors for services rendered during the Fund's fiscal year
ended December 31, 1999:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Total
Pension or Compensation
Aggregate Retirement Benefits Estimated From Fund
Compensation Accrued As Part of Annual Benefits Paid to
Name of Person From Fund Fund Expenses Upon Retirement Directors
- -------------- ------------ ------------------- --------------- ------------
<S> <C> <C> <C> <C>
Todger Anderson......... $ -0- $ -0- $ -0- $ -0-
Robert J. Greenebaum.... $12,000 $ -0- $ -0- $12,000
Robert M. Inman......... $10,500 $ -0- $ -0- $10,500
Kenneth V. Penland...... $ -0- $ -0- $ -0- $ -0-
Richard C. Schulte...... $12,000 $ -0- $ -0- $12,000
Roberta M. Wilson....... $12,000 $ -0- $ -0- $12,000
</TABLE>
Drinker Biddle & Reath LLP, of which W. Bruce McConnel, III, Secretary of
the Fund, is a partner, received legal fees during the fiscal year ended
December 31, 1999 for services rendered as the Fund's legal counsel.
The Fund has a standing Audit Committee of the Board composed of Messrs.
Greenebaum, Inman and Schulte, and Ms. Wilson. The functions of the Audit
Committee are to meet with the Fund's independent auditors
3
<PAGE>
to review the scope and findings of the annual audit, discuss the Fund's
accounting policies, discuss any recommendation of the independent auditors
with respect to the Fund's management practices, review the impact of changes
in accounting standards upon the Fund's financial statements, recommend to the
Board of Directors the selection of independent auditors, and perform such
other duties as may be assigned to the Audit Committee by the Board of
Directors. The Audit Committee met one time in 1999, and all members of the
Audit Committee were present.
The Fund has a Nominating Committee comprised of Messrs. Greenebaum, Inman
and Schulte, and Ms. Wilson. The Nominating Committee is responsible for the
selection and nomination of candidates to serve as directors. 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 at the address on the front of
this Proxy Statement. In order for any other person to be nominated for
election to the Board of Directors at this Meeting, the By-Laws require the
proposed nominee 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 on April 10, 2000, and, if such occurs, any
such notice must be received by the Fund on or before April 20, 2000. The
Nominating Committee did not meet during the fiscal year ended December 31,
2000.
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 of these filing requirements were satisfied during 1999. 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 Mr. Penland and Ms. Wilson as Class III directors to serve until the Annual
Meeting of Stockholders in the year 2003 and until the election and
qualification of their successors.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Stockholders are asked to act upon a proposal to ratify the appointment
by the directors of Deloitte & Touche LLP ("Deloitte & Touche") as the Fund's
independent auditors for the fiscal year ending December 31, 2000.
On February 8, 2000, Ernst & Young LLP ("Ernst & Young") resigned as the
Fund's independent auditors. During the Fund's two most recent fiscal years
ended December 31, 1999 and 1998, Ernst & Young's reports on the Fund's
financial statements contained no adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles. During the Fund's two most recent fiscal years ended
December 31, 1999 and 1998 and the interim period commencing January 1, 2000
and ending February 8, 2000, there were no disagreements with Ernst & Young on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Ernst & Young, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report on the financial statements for such years. During the Fund's two most
recent fiscal years and the subsequent interim period ended February 8, 2000,
there were no events of the kind described in Item 304(a)(1)(v) of Regulation
S-K under the Securities Exchange Act of 1934.
On February 8, 2000, after recommendation by the Board's Audit Committee,
the Fund, by action of its Board of Directors, including a majority of the
members of the Board of Directors who are not "interested persons" of the Fund
(as that term is defined in the 1940 Act), selected Deloitte & Touche as the
independent
4
<PAGE>
auditors to audit the Fund's financial statements for the fiscal year ending
December 31, 2000. During the Fund's two most recent fiscal years ended
December 31, 1999 and 1998 and the subsequent interim period ended February 8,
2000, neither the Fund nor anyone on its behalf has consulted Deloitte &
Touche on items which (i) concerned the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Fund's financial statements, or (ii)
concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of
Item 304 of Regulation S-K) or reportable events (as described in paragraph
(a)(1)(v) of said Item 304).
Representatives of Ernst & Young are not expected to be present at the
Meeting. Representatives of Deloitte & Touche are expected to be present at
the Meeting with the opportunity to make a statement, if they desire to do so,
and be able to respond to appropriate questions from Stockholders.
The Board of Directors recommends that Stockholders vote FOR the
ratification of Deloitte & Touche as the Fund's independent auditors for its
fiscal year ending December 31, 2000.
VOTES REQUIRED FOR THE ELECTION OF DIRECTORS AND
APPROVAL OF 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 executed and
returned 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. 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. Broker "non-votes"
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote shares on a particular matter with respect to which the brokers or
nominees do not have discretionary power) will be deemed to be abstentions. An
abstention will have no effect (i.e., will not be considered a vote "for" or "
against") with respect to Proposal 2.
3. 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 April 10, 2000, and, if such occurs, any such notice must be
received by the Fund on or before April 20, 2000.
ADDITIONAL INFORMATION
Investment Adviser
Denver Investment Advisors LLC ("DIA") serves as investment adviser for the
Fund and is located at 1225 Seventeenth Street, 26th Floor, Denver, CO 80202.
5
<PAGE>
Co-Administrators
DIA and ALPS Mutual Funds Services, Inc. ("ALPS") serve as co-
administrators for the Fund. ALPS is located at 370 Seventeenth Street, Suite
3100, Denver, CO 80202.
Management
Information concerning the names, ages, positions with the Fund, 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 2.
W. BRUCE McCONNEL, III
Secretary of the Fund
Partner of the law firm of Drinker Biddle & Reath LLP, Philadelphia,
Pennsylvania. Age 57.
JASPER R. FRONTZ, CPA
Treasurer of the Fund
Director of Mutual Fund Administration, Denver Investment Advisors LLC (since
1997); prior thereto, Fund Controller, ALPS Mutual Fund Services, Inc. (1995-
1997); Senior Accountant, Deloitte & Touche LLP (1991-1995); Treasurer,
Westcore Funds (since 1997); Registered Representative, ALPS Mutual Fund
Services, Inc. (since 1995). Age 31.
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. Messrs.
Penland, Anderson and McConnel have served as officers of the Fund since its
inception and were initially elected at the organizational meeting of the Fund
on February 4, 1987. Mr. Frontz has served as an officer of the Fund since
November 11, 1997.
Security Ownership
The following table sets forth, as of January 31, 2000, beneficial
ownership of the Fund's shares by (1) each director and (2) all directors and
officers as a group:
<TABLE>
<CAPTION>
Number of Shares Percent
Name Beneficially Owned(/1/) of Class
- ---- ----------------------- --------
<S> <C> <C>
Kenneth V. Penland............................. 217,008(/2/) 1.3%
Robert J. Greenebaum........................... 12,935 *
Robert M. Inman................................ 1,225 *
Richard C. Schulte............................. 2,476(/3/) *
Roberta M. Wilson.............................. 3,563(/4/) *
Todger Anderson................................ 103,122 *
All directors and officers as a group.......... 340,329 2.0%
</TABLE>
- --------
(/1/)Unless otherwise indicated the beneficial owner has sole voting and
investment power.
(/2/)Including 62,437 shares held by Mr. Penland, 85,687 shares owned by Mr.
Penland's wife, 24,504 shares jointly owned by Mr. Penland and his wife,
and 44,380 shares owned in a trust for Mr. Penland's daughter.
(/3/)These shares include 1,351 that are owned by Mr. Schulte's wife.
(/4/)These shares are owned jointly by Ms. Wilson and her husband.
(*) Less than 1%.
6
<PAGE>
Stockholder Proposals--Annual Meeting in the Year 2001
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 2001, 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 November 30, 2000. Any such proposals, as well as any questions relating
thereto, should be directed to the Fund to the attention of its President.
April 10, 2000
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.
<PAGE>
FORM OF PROXY CARD
BLUE CHIP VALUE FUND, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF BLUE CHIP VALUE FUND,
INC. (THE "FUND") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
MAY 9, 2000 AT 12:00 NOON AT THE OFFICES OF DENVER INVESTMENT ADVISORS LLC, 1225
SEVENTEENTH STREET, 26TH FLOOR, DENVER, COLORADO.
The undersigned hereby appoints Steven G. Wine and Louis J. Kahanek, and
each of them, with full power of substitution, as proxies of the undersigned to
vote at the above-stated Annual Meeting, and all adjournments thereof, all
shares of common stock held of record by the undersigned on the record date for
the Meeting, upon the following matters, and upon any other matter which may
properly come before the Meeting, at their discretion.
1. Election of Directors: Kenneth V. Penland
Roberta M. Wilson
____ FOR both nominees listed above (except as marked
to the contrary)
____ WITHHOLD AUTHORITY to vote for both nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write the name on the line provided below.)
__________________________________
2. Proposal to ratify the selection of Deloitte & Touche LLP as
independent auditors for the Fund for its fiscal year ending December
31, 2000.
____ FOR ____ AGAINST ____ ABSTAIN
<PAGE>
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Meeting.
Every properly signed proxy will be voted in the manner specified hereon
and, in the absence of specification, will be treated as GRANTING authority to
vote FOR the election of directors and FOR Proposal 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY.
Receipt of Notice of Annual Meeting and
Proxy Statement is hereby acknowledged.
Sign here exactly as name(s) appear(s)
on left
Date:
IMPORTANT - Joint owners must EACH sign.
When signing as attorney, trustee,
executor, administrator, guardian, or
corporate officer, please give your FULL
title.
- 2 -
