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Exhibit 2(d)(2)
____________ _____________ ____________________ __________________
SEQUENCE # ACCOUNT KEY SUBSCRIPTION RIGHT # RIGHTS TO PURCHASE
SUBSCRIPTION CERTIFICATE __________________
RECORD DATE SHARES
The registered owner of this Subscription Certificate is entitled to
subscribe for one share (a "Share") of the Common Stock of Blue Chip Value Fund,
Inc. for every ___ rights ("Rights") held, one of which has been issued for each
share of Common Stock owned of record on______, 2001 (the "Record Date"). If
such registered owner subscribes for the maximum number of Shares to which he or
she is entitled through the Basic Subscription Privilege, he or she is entitled
to subscribe for an unlimited number of additional Shares not otherwise
subscribed for pursuant to the Oversubscription Privilege, subject to proration
as described in the Prospectus dated______, 2001, if there are sufficient
available Shares. For purposes of determining the number of Shares a holder may
acquire, shareholders whose shares are held of record on the Record Date by a
depository or nominee will be deemed to be holders of the Rights that are issued
to such depository or nominee. All subscriptions are subject to the terms and
conditions set forth herein and in the Prospectus.
By: Mellon Investor Services, L.L.C.
as Subscription Agent
THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK TIME, ON
__________, 2001 AND THIS SUBSCRIPTION CERTIFICATE IS VOID
THEREAFTER.
THIS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE
EXEMPT FROM QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE
UNITED STATES AND THE LAWS OF THE STATES IN THE UNITED STATES.
RESIDENTS OF OTHER JURISDICTIONS MAY NOT PURCHASE THE SHARES OF
COMMON STOCK OFFERED HEREBY UNLESS THEY CERTIFY THAT THEIR
PURCHASES OF SUCH SHARES ARE EFFECTED IN ACCORDANCE WITH THE
APPLICABLE LAWS OF SUCH JURISDICTIONS.
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SUBSCRIPTION TO PURCHASE SHARES OF COMMON STOCK
RETURN TO: MELLON INVESTOR SERVICES, L.L.C.
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<CAPTION>
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
<S> <C> <C>
Mellon Investor Services, L.L.C. Mellon Investor Services, L.L.C. Mellon Investor Services, L.L.C.
P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Overpeck Centre New York, NY 10271
Ridgefield Park, NJ 07660
Attention: Reorganization
1. Number of Shares subscribed for through the 2. Number of Shares subscribed for
Basic Subscription Privilege (not to exceed one through the Oversubscription Privilege
Share for each ___Rights held): (No limit, except Basic Subscription must
____________________________ be fully exercised):
Shares
_________________________________________
Shares
4. Method of Payment (Check (A) or (B)): 3. Total Subscription Price (sum of lines
1 and 2 multiplied by $______): $_______
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[_] (A) Certified, Cashier's or personal check payable to
Mellon Investor Services, L.L.C.
or
[_] (B) Wire Transfer Directed to Chase Manhattan Bank, New York, NY, ABA
#021000021, Reorg Acct # 323-213057, FBO, Blue Chip Attn: Mellon
Investor Services, Evelyn O'Connor
[_] Notice of Guaranteed Delivery, together with payment of the full
subscription price
__________________________
AGREEMENT AND SIGNATURE
I hereby irrevocably subscribe for the number of Shares indicated
above upon the terms and conditions specified in the Prospectus relating
thereto. Receipt of the Prospectus is hereby acknowledged.
DATED: _______________, 2001
____________________________
____________________________
Please date and sign exactly as your name appears on the reverse side of
this Subscription Certificate. Joint owners should each sign. If signing as
executor, administrator, attorney, trustee or guardian, give title as such.
If a corporation, sign in full corporate name by authorized officer, if a
partnership, sign in the name of authorized person.
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TO BE EXECUTED ONLY BY NON-UNITED STATES RESIDENTS:
I hereby certify that the foregoing purchase of Shares has been
effected in accordance with the applicable laws of the jurisdiction in
which I reside.
DATED: _______________, 2001
____________________________
____________________________
