SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the
Registrant
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Filed by a
Party other than the Registrant
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Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential, For Use of the
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Commission Only (as
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Definitive Proxy Statement
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permitted by Rule
14a-6(e)(2))
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Definitive Additional
Materials
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Soliciting Material Under
Rule 14a‑12
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Blue Chip Value Fund, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of
Filing Fee (Check the appropriate box):
ý
No fee required.
o
Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee
paid previously with preliminary materials:
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
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BLUE CHIP VALUE FUND, INC.
1225 Seventeenth Street
26th Floor
Denver, Colorado 80202
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Denver,
Colorado
February 26, 2010
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To Our Stockholders:
It is our pleasure to invite you to your Funds Annual
Meeting of Stockholders to be held at the
offices of Denver Investment Advisors LLC (Denver Investments), 1225
Seventeenth Street, 26
th
Floor, Denver, Colorado, on Tuesday, May 4,
2010, at 11:00 AM (Mountain time). Formal notice of the meeting appears
on the next page and is followed by the Proxy Statement.
We look forward to greeting those of you who find it
convenient to attend, but we urge you, in
any event, to cast your vote by any of the methods explained in the following
pages. 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, 2009 is being mailed separately
to stockholders of record. It, along with this Proxy Statement,
are available on the internet at
http://bnymellon.mobular.net/bnymellon.blu
. The Annual Report is not to be considered proxy soliciting material.
Sincerely,
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/s/
Todger Anderson, CFA
Todger Anderson,
CFA
President
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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 cast your vote by telephone,
internet or by mail by following the instructions on page 1 of the Proxy
Statement. The prompt voting of your proxy will save expense to your
Fund.
BLUE CHIP VALUE FUND, INC.
1225 Seventeenth Street
26th Floor
Denver, Colorado 80202
NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
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Denver,
Colorado
February 26, 2010
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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
(Denver Investments), 1225 Seventeenth
Street, 26
th
Floor, Denver, Colorado, on Tuesday, May 4, 2010, at
11:00 AM (Mountain time), for the following purposes:
1. To elect one
(1) Class I director to serve until the Annual Meeting of Stockholders
in the year 2013 and until the election and
qualification of his successor.
2. To ratify the
appointment by the Board of Directors of Deloitte & Touche LLP as the Funds independent
registered public accounting firm for its fiscal year ending
December 31, 2010.
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 following this Notice of Annual Meeting. Each
Stockholder is invited to attend the Annual Meeting and vote in person. Holders of record at the
close of business on February 26, 2010 are entitled to receive notice of and to vote at the
Meeting.
Every Stockholders vote is important. If you cannot
be present at the Annual Meeting, we urge you to
submit your vote and proxy by telephone, by
internet or by mail by following the instructions on page 1 of the Proxy
Statement which follows this Notice of
Annual Meeting. In order to avoid the additional expense to the Fund of
further solicitation, we ask your cooperation in completing your proxy
promptly.
/s/
Nancy P. O'Hara
Nancy P. O'Hara
Secretary
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ANNUAL MEETING OF STOCKHOLDERS
OF
BLUE CHIP VALUE FUND, INC.
1225 Seventeenth Street
26th Floor
Denver, Colorado 80202
PROXY STATEMENT
February 26, 2010
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 Funds Annual Meeting of Stockholders to be
held at the offices of Denver Investment Advisors LLC (Denver Investments), 1225 Seventeenth
Street, 26
th
Floor, Denver, Colorado, on Tuesday, May 4, 2010,
at 11:00 AM (Mountain time), and at any adjournment
thereof (the Meeting)
The Fund will, again this year,
utilize Notice and Access which allows us to furnish
proxy materials to our Stockholders on the internet.
Stockholders will not receive printed copies of
the proxy materials unless requested. Instead, we have mailed a Notice
Regarding Availability of Proxy
Materials (the Notice) that instructs Stockholders how to access and review the proxy materials and vote their shares
on the internet. If you would like to receive a paper copy or e-mail copy
of the proxy materials for this Meeting or all future proxy materials, you
should follow the instructions included in the Notice.
You can vote in person at the Meeting or by internet,
telephone or mail by following the
instructions
on the Notice or proxy card.
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 Director as
listed and
FOR
Proposal 2. If no specification is made, the proxy will
be voted for the election of the Director 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. 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 and the internet,
some of the officers of the Fund and persons affiliated with Denver Investments, the
Funds investment adviser, may, without
remuneration,
solicit proxies personally or by telephone or telefax. By voting as soon as you
review your proxy materials, you will help
to reduce the cost of any additional mailings or solicitation efforts.
-1-
On February 26, 2010, the record date for determining the
Stockholders entitled to vote at the Meeting, there were outstanding 28,463,912
shares of common stock, constituting all of the
Funds outstanding voting securities. Each share of common stock is
entitled to one vote. The Notice is being
mailed, and this Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders and the proxy are being made
available, on or about February 26, 2010 to Stockholders of record on
the record date.
The Funds Annual Report to
Stockholders, containing audited financial statements
for the fiscal year ended
December 31, 2009 is available to Stockholders, without charge, on
http://bnymellon.mobular.net/bnymellon.blu
or you may
request an Annual Report to be sent to you by mail. 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: NOMINEE FOR ELECTION AS DIRECTOR
The Funds 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 one candidate, who is presently a
director of the Fund, for whom proxies solicited by
the Fund will be voted if requisite authority is granted.
The following table sets forth
the nominee for election as a director 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 twelve 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.
-2-
NOMINEE
FOR ELECTION
-
to be elected for a term of
three years until the Annual Meeting
in the year 2013.
INTERESTED DIRECTOR
TODGER
ANDERSON, CFA*
Age:
65
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. **
Principal Occupations During Past Five Years:
Chairman, Denver Investments (since 2004);
President, Westcore Trust
(since 2005);
President, Denver Investments
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.
OTHER DIRECTORS
INTERESTED
DIRECTOR
KENNETH V. PENLAND, CFA*
Age:
67
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 2012.
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.
INDEPENDENT DIRECTORS
LEE
W. MATHER, JR.
Age:
66
Position(s) Held with
the Fund:
Director
Term of Office and Length of Time Served:
Class II Director since 2001. Term expires in 2011.
- 3 -
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:
65
Position(s) Held with
the Fund
Director
Term of Office and
Length of Time Served:
Class II Director since 1987.
Term expires in 2011.
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.
ROBERTA M. WILSON, CFA
Age:
66
Position(s) Held with the Fund:
Director
Term of Office and Length
of Time Served:
Class III Director since
1987. Term expires in 2012.
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.
___________________
*
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 Funds 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 Funds 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.
-
4 -
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. Penland and Anderson, is set out below.
Information concerning Messrs. Penland and Anderson is
set forth on page 4.
Officers of the Fund are elected
by the Board of Directors. 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 (Inactive)
1225 Seventeenth Street, 26th
Floor, Denver, Colorado 80202
Age:
52.
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 (since 2000) and Member (since 2001),
Denver Investments;
Research Analyst,
Denver Investments (since 1995).
Portfolio Management team member, Westcore Funds (since 2002)
NANCY
P. O'HARA
One Logan Square, Suite 2000,
Philadelphia, Pennsylvania 19103
Age:
51.
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:
Counsel (since 2009) and Associate (1999-2009) of the
law firm of Drinker Biddle & Reath
LLP,
Philadelphia, Pennsylvania.
-
5 -
JASPER R. FRONTZ, CPA, CFA
1225 Seventeenth Street, 26th
Floor, Denver, Colorado 80202
Age:
41.
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 Investments
(since 2000);
Director of Mutual Fund
Administration, Denver Investments (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 2009. Denver Investments was either paid or had accrued
$21,525 from the Fund during 2009 to reimburse it for the portion of Mr. Frontzs compensation
attributable to his services as the Funds Chief Compliance Officer. The directors then in
office taken as a group were either paid or had accrued directors'
fees for 2009 from the Fund in the aggregate amount of
$86,032.
Each director who is not also a
director, officer or employee of Denver Investments 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 $2,625 for each Board meeting not attended in person or by telephone. The Board
of Directors held four regularly scheduled Board meetings during the year ended
December 31, 2009. The Audit Committee held four regularly scheduled Committee meetings on the same
day as the Board meetings. Each of the directors attended all of the Board and Committee meetings
held in 2009. The Fund does not require attendance by Directors at annual meetings of
Stockholders, although Directors are welcome to attend. All of the Directors attended the 2009
annual meeting of Stockholders. Please note that the Fund has
no pension or retirement plans.
The following table provides
information concerning the compensation of each of the Funds directors whose
term of office continues beyond the Meeting as well as for the nominee
for director for services rendered during the Funds
fiscal year ended December 31, 2009:
- 6 -
Compensation
Table
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Total Compensation
From Fund and
Fund Complex
Paid to
Directors
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Aggregate
Compensation
From Fund
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Name of Person
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Interested
Directors
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Todger Anderson
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$ -0-
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$ -0-
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Kenneth V. Penland
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$21,000
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$21,000
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Independent
Directors
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Lee W. Mather, Jr.
1
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$22,290
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$22,290
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Richard C. Schulte
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$21,000
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$21,000
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Roberta M. Wilson
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$21,000
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$21,000
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Drinker Biddle & Reath LLP,
of which Nancy P. O'Hara, Secretary of the Fund, is Counsel,
received legal fees during the fiscal year ended
December 31, 2009 for services rendered as the Funds legal counsel.
1
Mr. Mather was reimbursed $1,290 for travel
expenses associated with his attendance at Board and
Audit Committee meetings.
-7-
Ownership of Fund Shares
The following table sets forth,
as of January 31, 2010 beneficial ownership of the Funds shares by (1) each director whose term of
office continues beyond the Meeting and the nominee for director
and (2) all directors, the nominee for director and
executive officers as a group.
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Number
of Shares
Beneficially
Owned
1
in the Fund
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Dollar Range
of Equity
Securities Owned
in the Fund
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Percent
of Class
in the Fund
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Name
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Interested
Directors
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Todger Anderson
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over $100,000
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337,511
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1.19%
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Kenneth V. Penland
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over $100,000
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603,493
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2
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2.12%
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Independent Directors
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Lee W. Mather, Jr.
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$50,001
- $100,000
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33,000
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*
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Richard C. Schulte
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$10,001
- $50,000
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5,742
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3
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*
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Roberta M. Wilson
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$10,001
- $50,000
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7,134
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4
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*
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All directors and executive
officers and nominees
for
director as a group
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___
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3.48%
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1
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Unless otherwise indicated the
beneficial owner has sole voting and investment power.
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2
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Including 534,856 shares held by Mr. Penland or the
Penland Family Trust, 3,098 shares owned
by Mr. Penlands wife, and 65,539 shares
owned in a trust for Mr. Penlands daughter.
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3
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These shares include 4,549 that are owned by Mr.
Schultes wife and 1,193 shares jointly owned
by Mr. Schulte and his wife.
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4
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These shares are owned jointly by Ms. Wilson and
her husband.
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*
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Less than 1%.
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To the knowledge of the Funds management, no person
owned beneficially more than 5% of the
Funds
outstanding shares as of February 26, 2010.
- 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 Funds 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 Funds independent registered public accounting firm to review the scope and findings of
the annual audit, review matters of independence, discuss the Funds accounting policies,
discuss any recommendation of the
independent
registered public accounting firm with respect to the Funds management
practices, review the impact of changes in
accounting standards upon the Funds 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 Funds
website at
http://www.blu.com
.
The Audit Committee met four times during the fiscal year ended December 31,
2009.
The Audit Committee has met with
Fund management to review and discuss, among other things, the Funds audited financial
statements for the year ended December 31, 2009. The Audit Committee has also met with
the Funds independent registered public accounting firm and discussed with them certain
matters required under Statement of Auditing Standards 114 as
may be modified or supplemented from time to time,
including, but not limited to, the scope of the
Funds audit, the Funds financial statements and the Funds accounting
controls. The Audit Committee has
received written disclosures and the letter from the Funds independent
registered public accounting firm in accordance with Rule 3526 of the
Public Company Accounting Oversight Board -
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 Funds audited financial statements be included in the Funds 2009 Annual Report to Stockholders for the
year ended December 31, 2009. The members of the Audit Committee are currently
Messrs. Mather and Schulte, and Ms. Wilson.
The Audit Committee also serves
as the Funds 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, 2009.
- 9 -
The Funds 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 was attached to the Funds 2008 Proxy
Statement as
Appendix A. It is not
available on the Funds website. The Nominating Committee did not meet during
the fiscal year ended December 31, 2009.
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
Committees 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 Funds 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 individuals 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 candidates
qualifications. This Proxy Statement
is expected to be mailed on February 26, 2010, and, if such occurs, any such notice
must be received by the Fund on or before March 8, 2010.
In order for the information on
such nominee to be considered for inclusion in the Funds
proxy statement, any such submission must be sent no
later than 120 calendar days before the date
the Funds proxy statement was released to stockholders in connection with the
Funds previous years 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 Funds Treasurer at the address on the
front of this Proxy Statement. The Funds 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.
- 10 -
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 Funds directors and
officers, certain affiliated persons of the investment adviser, and persons who own more than ten
percent of the Funds 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
Funds knowledge, all reports were filed on a timely basis during 2009. 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. Anderson as the Class I director to serve until
the Annual Meeting of Stockholders in the year 2013 and
until the election and qualification of his successor.
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
Funds independent registered public accounting firm
for the fiscal year ending December 31, 2010. Deloitte & Touche has served
as the Funds independent registered public accounting firm since the fiscal
year ended December 31, 2000.
Independent Registered Public
Accounting Firm Fees
Audit Fees:
For the Funds fiscal years ended
December 31, 2009 and December 31,
2008,
the aggregate fees billed for professional services rendered by Deloitte &
Touche for the audit of the Funds annual financial statements were $26,800 and
$27,000, respectively.
Audit-Related Fees:
In the Funds fiscal years ended
December 31, 2009 and December 31, 2008, no fees were billed for assurance and related services by
Deloitte & Touche that were reasonably related to the performance of the
audit of the Funds financial statements and are not
reported under Audit Fees above.
Tax Fees:
For the Funds fiscal years ended
December 31, 2009 and December 31, 2008, aggregate fees of $2,770 and $2,600, respectively, were
billed for professional services rendered
by
Deloitte & Touche for tax compliance, tax advice and tax planning.
All Other Fees:
For the Funds fiscal years ended
December 31, 2009 and December 31, 2008, 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.
- 11 -
Audit Committee Pre-Approval Policies and Procedures:
The Funds 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. The
Audit
Committee preapproved all of the
audit and non-audit services provided by Deloitte & Touche to the Fund in
2009 and 2008.
Aggregate non-audit fees of
$2,770 were billed by Deloitte & Touche for services
rendered to the Fund for the Funds fiscal year ended
December 31, 2009 and aggregate non-audit
fees of $2,600 were billed by Deloitte & Touche for services rendered to
the Fund for the Funds fiscal year ended December 31, 2008. Deloitte
& Touche rendered no non-audit services to Denver Investments in 2009 or
2008.
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
Funds independent registered public accounting firm for its fiscal
year ending December 31, 2010.
VOTES REQUIRED FOR THE ELECTION OF THE DIRECTOR, 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.
- 12 -
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 February 26, 2010, and, if such
occurs,
any such notice must be received
by the Fund on or before March 8, 2010.
ADDITIONAL INFORMATION
Investment Adviser
Denver
Investments is located at 1225 Seventeenth Street, 26th Floor, Denver, CO 80202.
Co-Administrators
Denver Investments 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 2011
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 2011, and who wishes such proposal to be considered for
inclusion in the Funds proxy materials for such meeting, must cause such proposal to be
received, in proper form, at the Funds principal executive offices no later than December 4, 2010. Any
such proposals, as well as any questions relating thereto,
should be directed to the Fund to the attention of its
President.
February 26, 2010
Stockholders who do not expect to be present at the
Meeting and who wish to have their
shares
voted are requested to submit their vote and proxy by telephone, by internet or
by mail by following the instructions on page 1. Stockholders who received this
proxy
statement
and proxy card by mail, may return their dated and signed proxy card in the
postage pre-paid return envelope provided.
- 13 -
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
We encourage you to take advantage
of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.
Internet
and telephone voting is available through 11:59 PM Eastern Time on Monday, May
3, 2010.
|
INTERNET
http://www.proxyvoting.com/blu
Use the Internet to vote your proxy. Have
your proxy card in hand when you access the web site.
|
OR
|
TELEPHONE
1-866-540-5760
Use any touch-tone telephone to vote your proxy.
Have your proxy card in hand when you call.
|
If you vote your proxy by Internet or by
telephone, you do NOT need to mail back your
proxy card.
To vote by mail, mark, sign and date your proxy card and return it in
the enclosed postage-paid envelope.
Your Internet or
telephone vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.
|
WO# Fulfillment#
68448 68450
Please mark
your votes as
indicated in this example
|
x
|
|
|
FOR
|
WITHOLD
|
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
1.
|
ELECTION OF DIRECTOR
NOMINEE:
01 TODGER ANDERSON
|
o
|
o
|
|
2.
|
Vote to ratify Deloitte & Touche
LLP as the Funds independent registered public
accounting firm for 2010.
|
o
|
o
|
o
|
|
|
|
|
|
3.
|
In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Meeting or any
adjournment thereof.
|
|
|
|
|
|
|
Every properly submitted 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 the director and FOR Proposal 2,
and with discretionary authority to vote upon such other business as may
properly come before the Meeting or any adjournment thereof. The undersigned
hereby revokes any proxy previously given for the Meeting or at any adjournment or postponement thereof. Receipt of Notice of Annual Meeting and Proxy Statement is hereby
acknowledged.
|
|
Mark Here for Address Change or Comments
SEE REVERSE
|
o
|
|
|
Signature
______________________________________________
|
Signature_____________________________________________
|
Date___________
|
NOTE: Please
sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
|
You can now access your Blue Chip Value Fund, Inc. account online.
Access your Blue
Chip Value Fund, Inc. account online via Investor ServiceDirect® (ISD).
BNY Mellon Shareowner Services, the
transfer agent for Blue Chip Value Fund, Inc., now makes it easy and convenient to get current
information on your shareholder account.
Visit us on the web
at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
Investor ServiceDirect®
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-370-1163
Choose
MLink
SM
for fast, easy and secure 24/7 online access to your
future proxy materials, investment plan statements, tax
documents and more. Simply log on to
Investor ServiceDirect
®
at
www.bnymellon.com/shareowner/isd
where
step-by-step instructions will prompt you through enrollment.
|
Important
notice regarding the Internet availability of proxy materials for the Annual Meeting of
Stockholders
The
Proxy Statement, Proxy Card and the 2009 Annual Report to Stockholders are
available at:
http://proxyvoting.com/blu
PROXY
BLUE CHIP VALUE FUND, INC.
Annual Meeting of Stockholders May 4, 2010
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF BLUE CHIP VALUE FUND, INC.
The undersigned
hereby appoints Margaret Jurado and Katherine Jeter, and each of them, with
power to act without the other and with power of substitution, as proxies and attorneys-in-fact
and hereby authorizes them to represent and vote, as provided on the other
side, all the shares of Blue Chip Value Fund, Inc. Common Stock
which the undersigned is entitled to vote, and, in their discretion, to vote
upon such other business
as may properly come before the Annual Meeting of Stockholders of the company
to be held May 4, 2010 or at any adjournment
or postponement thereof, with all powers which the undersigned would possess
if present at the Meeting.
(Continued and to be marked, dated and
signed, on the other side)
|
BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
|
|
Address
Change/Comments
(Mark
the corresponding box on the reverse side)
|
|
|
WO# Fulfillment#
68448 68450
|
|
|
|
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