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
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March
18, 2009
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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 (Denver Investments), 1225 Seventeenth Street, 26
th
Floor, Denver, Colorado, on Friday, May 1, 2009, 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, 2008 has previously been mailed to Stockholders of record. It, along with this Proxy Statement, Proxy Card and Notice
of Annual Meeting, are available on the internet at http://bnymellon.mobular.net/bnymellon.blu.
The Annual Report is not to be considered proxy soliciting material.
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Sincerely,
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Todger
Anderson, CFA
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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
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March
18, 2009
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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 Friday, May 1, 2009, at 11:00 AM (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 2012
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, 2009.
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 March 6, 2009 are entitled to receive notice of and to vote at the Meeting.
Every Stockholder's 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.
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Nancy
P. O'Hara
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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
March
18, 2009
This Proxy Statement is furnished in connection
with the solicitation of proxies by the Board of Directors of Blue Chip Value
Fund, Inc. (theFund) for use at the Fund's 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 Friday, May 1, 2009, at 11:00 AM (Mountain time), and at any adjournment thereof (the
Meeting).
This year, new Securities and Exchange
Commission rules allow 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 (theNotice) 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 any one of the following ways:
(a) By
internet by following the instructions on www.eproxy.com/blu.
(b) By
telephone, by following the instructions on www.eproxy.com/blu or
printed on the proxy card.
(c) By
mail, by printing out, completing and signing the proxy card included on www.eproxy.com/blu
and returning it to the address indicated on the proxy card. If you received
this proxy statement and proxy card by mail, you may return the proxy card in
the postage pre-paid, return envelope provided.
(d) 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.
-1
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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 Fund's
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.
On March 6, 2009, 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 Fund's
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 March 18, 2009 to Stockholders of record on the record
date.
The Fund's
Annual Report to Stockholders, containing audited financial statements for the
fiscal year ended December 31, 2008 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: 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 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-
NOMINEES FOR ELECTION
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to be
elected for a term of
three years until the Annual Meeting in the year 2012.
INTERESTED DIRECTOR
KENNETH V. PENLAND, CFA*
Age:
66
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.
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 DIRECTOR
ROBERTA M. WILSON, CFA
Age:
65
Position(s) Held with the Fund
:
Director
Term of Office and Length of Time Served:
Class III Director since 1987.
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.
OTHER DIRECTORS
INDEPENDENT DIRECTORS
LEE W. MATHER, JR.
Age:
65
Position(s) Held with the Fund:
Director
Term of Office and Length of Time Served
:
Class II Director since 2001. Term expires in 2011.
Principal Occupations During the Past Five Years
:
Director, American Rivers (conservation organization)
(2000-2006);
Investment Banker, Merrill Lynch & Co. (1977-2000).
-3-
Other Directorships Held
:
None.
Number of Portfolios in Fund Complex Overseen
:
One.
RICHARD C. SCHULTE
Age:
64
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.
INTERESTED DIRECTOR
TODGER ANDERSON, CFA*
Age
: 64
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, Inc. 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.
-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
pages 4 and 5 respectively.
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
1225 Seventeenth Street, 26th
Floor, Denver, Colorado 80202
Age:
51.
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 Investment Advisors LLC;
Research Analyst, Denver Investment Advisors LLC (since 1995).
Portfolio Management team
member, Westcore Funds (since 2002)
NANCY P. O'HARA
One Logan Square, 18
th
and Cherry Streets, Philadelphia, Pennsylvania 19103
Age:
50.
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:
40.
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 2008. Denver Investments was either
paid or had accrued $21,525 from the Fund during 2008 to reimburse it 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 2008 from the Fund in the
aggregate amount of $87,000.
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 $2,625 for each Board meeting not attended
in person or by telephone. The Board of Directors held four regularly scheduled
Board meetings during the year ended December 31, 2008. The Audit Committee
held four regularly scheduled Committee meetings on the same day as the Board
meetings. Each of the directors attended all of the Board and Committee
meetings held in 2008. The Fund does not require attendance by Directors at
annual meetings of Stockholders, although Directors are welcome to attend. All
of the Directors attended the 2008 annual meeting of Stockholders. Please note
that the Fund has no pension or retirement plans.
The following table provides information
concerning the compensation of each of the Fund's directors whose term of
office continues beyond the Meeting as well as for the nominees for director
for services rendered during the Fund's fiscal year ended December 31, 2008:
-6-
Compensation
Table
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Total
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Compensation
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Aggregate
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From Fund and
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Compensation
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Fund Complex
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Name of Person
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From Fund
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Paid to
Directors
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Interested
Directors
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Todger
Anderson
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$ -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, 2008 for services rendered as the
Fund's 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, 2009 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.
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Number
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Dollar Range
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of Shares
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of Equity
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Beneficially
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Percent
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Securities Owned
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Owned
1
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of Class
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in
the Fund
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in the Fund
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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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327,894
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*
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Kenneth V. Penland
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over $100,000
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451,015
2
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1.6%
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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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5,610
3
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*
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Roberta M. Wilson
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$10,001 - $50,000
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6,930
4
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*
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All directors and
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executive officers and
nominees for director
as a group
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2.9%
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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
382,461 shares held by Mr. Penland or the Penland Family Trust, 3,015 shares
owned by Mr. Penland's wife, and 65,539 shares owned in a trust for Mr.
Penland's daughter.
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3
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These
shares include 4,417 that are owned by Mr. Schulte's 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 Fund's management, no
person owned beneficially more than 5% of the Fund's outstanding shares as of March 6, 2009.
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-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 notinterested 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, 2008.
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, 2008. The Audit Committee has also
met with the Fund's 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 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 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 Fund's audited financial statements be included in the
Fund's 2008 Annual Report to Stockholders for the year ended December 31, 2008.
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 (theQLCC). 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, 2008.
-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 was attached to the Fund's 2008 Proxy
Statement as Appendix A. It is not available on the Fund's website. The
Nominating Committee did not meet during the fiscal year ended December 31, 2008.
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 18, 2009, and, if such
occurs, any such notice must be received by the Fund on or before March 28,
2009.
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.
-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 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 2008 with the exception of one report on Form 4 for Mr. Penland's reporting
of the automatic sale of fractional shares when his account was transferred to
a new custodian. The Form 4 was filed immediately after notification of the
sale was received. 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 2012 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, 2009. 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, 2008 and December 31, 2007, the aggregate fees billed for
professional services rendered by Deloitte & Touche for the audit of the
Fund's annual financial statements were $27,000 and $25,520, respectively.
Audit-Related Fees
: In the Fund's fiscal
years ended December 31, 2008 and December 31, 2007, 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, 2008 and December 31, 2007, aggregate fees of $2,600 and $3,120,
respectively, were billed for professional services rendered by Deloitte &
Touche for tax compliance, tax advice and tax planning.
-11-
All Other Fees
: For the Fund's fiscal
years ended December 31, 2008 and December 31, 2007, 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.
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 $2,600 were
billed by Deloitte & Touche for services rendered to the Fund for the
Fund's fiscal year ended December 31, 2008 and 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. Deloitte & Touche rendered no
non-audit services to Denver Investments in 2008 or 2007.
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, 2009.
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 votefor
oragainst a matter and will be disregarded in determining thevotes cast
on an issue. Consequently, an abstention will have no effect (i.e., will not be
considered a votefor oragainst) with respect to Proposal 2. Broker non-votes will be treated the same as abstentions.
-12-
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.
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 18, 2009, and, if such occurs,
any such notice must be received by the Fund on or before March 28, 2009.
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 2010
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 2010, 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 1, 2009. Any such proposals, as well as any
questions relating thereto, should be directed to the Fund to the attention of
its President.
March 18, 2009
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.
-14-
FORM OF PROXY CARD
|
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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 Thursday, April 30, 2009.
|
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders
The Proxy Statement, Proxy Card and the 2008 Annual Report to Stockholders are available at:
http://bnymellon.mobular.net/bnymellon/blu
|
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.
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45022
PROXY
BLUE CHIP VALUE FUND, INC.
Annual Meeting of Stockholders May 1, 2009
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
1, 2009 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)
You can now access your
BNY Mellon Shareowner Services
account online.
Access your BNY Mellon Shareowner Services shareholder/stockholder account online via Investor ServiceDirect
®
(ISD).
The transfer agent for Blue Chip Value Fund, Inc., now makes it easy and convenient to get current information on your shareholder account.
View account status
|
View payment history for dividends
|
View certificate history
|
Make address changes
|
View book-entry information
|
Obtain a duplicate 1099 tax form
|
|
Establish/change your PIN
|
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
****TRY IT OUT****
www.bnymellon.com/shareowner/isd
Investor ServiceDirect
®
Available 24 hours per day, 7 days a week
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.
|
45022
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