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                              BLUE CHIP VALUE FUND


                                  ANNUAL REPORT

                                 TO STOCKHOLDERS










                                DECEMBER 31, 2002

PORTFOLIO MANAGER COMMENTARY

Dear Fellow Stockholders:

     Once again,  this has been a challenging year for the Blue Chip Value Fund.
While the Fund held its own during the difficult  first half of our fiscal year,
the second half proved more  frustrating.  In what could be termed a tale of two
quarters,   corporate   malfeasance,   geopolitical  tensions  and  high-profile
bankruptcies  sent the S&P 500 Index to a 17.28%  decline in the third  quarter,
its worst quarterly  performance  since the fourth quarter of 1987.  Following a
bottom in early October,  the market then engineered a solid relief rally before
losing  steam in late  December,  leaving  the S&P 500 up 8.44%  for the  fourth
quarter. In both instances,  the environment was characterized by extremely high
levels of volatility,  in large part due to sudden and severe swings in investor
sentiment.

     Against this highly  emotional  backdrop,  the Fund's net asset value (NAV)
declined  20.60%  for  the  fiscal  year  ended  December  31,  2002,   modestly
outperforming the 22.09% drop of its benchmark,  the S&P 500 Index. With respect
to market  performance,  the Fund ended the year  trading  at a discount  to NAV
after having started the year at a premium.  This resulted in a negative  market
price return of 32.19%.  Although no one celebrates a decline in value,  this is
the third  consecutive  year that the  Fund's  NAV  performance  has  bested its
benchmark, in a period which coincides with the well-documented  downturn in the
financial  markets.  Nevertheless,  recent losses are not the kind of results we
are accustomed to reporting.

     In our view,  investing  is a long-term  process that  requires  consistent
discipline  and the ability to follow that  discipline  through  various  market
cycles  and  short-term  market   phenomenon.   Our  investment   discipline  is
characterized by identifying businesses where, in our opinion, strong management
teams  exhibit  the  ability to  generate  improving  returns on their  invested
assets. When the intrinsic value of this type of business in our opinion exceeds
its current share price, we believe we have an excellent long-term investment.

2

     Since we last reported at mid-year,  our better performing investments were
among the  consumer  staples,  cyclicals  and  energy  sectors.  Unusually  high
valuations  limited our exposure to staples,  whose market basket  finished down
10% for the period. However, our holdings in the sector were up on average 1.5%,
bolstered by a 23%  second-half  advance for food and household  products leader
Sara  Lee  Corp.  In  consumer  cyclicals,  our  defensive,  valuation-sensitive
holdings,  which included discount apparel retailer TJX Companies,  outperformed
the market basket by 4%. Meanwhile,  strong  fundamentals and visible cash flows
led us to overweight energy,  where our holdings  outperformed the market basket
by 5%.  Overall,  our best  performing  sector for the year was  communications.
Although  we cut back our  investments  in the  sector as values  declined,  the
Fund's holdings outpaced the market average by 16%.

     The   widely-covered   bankruptcy   filings  of   WorldCom   and   Adelphia
Communications produced two violent sell-offs during the third quarter. Although
neither  company was held in the Fund,  considerable  damage was inflicted  upon
global  banking  giant J.P.  Morgan  Chase & Co.,  causing us to  liquidate  the
position in the third quarter.  Further contributing to our weaker third quarter
performance  was  insurance   brokerage  AON  Corp.,  whose  turnaround  efforts
unexpectedly  reversed course. The capital goods sector also came under pressure
as, it appears,  investors  increasingly  eschewed stable  businesses for higher
risk names that had fallen  dramatically.  Although defense contractors Raytheon
Co. and General Dynamics Corp.  outperformed earlier in the year, their presence
worked  against us during the second  half.  Even so, our holdings in the sector
were up 1.7% for the year, while the market basket closed down 20.2%.

     Looking  ahead,  we believe our fourth  quarter  gains may be an indication
that the market is finally discounting an economic recovery. However, it appears
to us that war fears and credit  concerns  continue to have a dampening  effect,
curbing  the  propensity  of  businesses  to hire and invest  capital.  For that
reason, we remain somewhat cautious on the sustainability of gains in areas such
as  technology,  telecommunications,  and certain  consumer-related  businesses,
sectors that drove the late-period advance. We are watchful for opportunities to

                                                                               3

trim  positions in these groups,  while adding to holdings that were  overlooked
but whose intrinsic value we perceive is still visibly higher than their current
market  value.  The  strength of our  investment  philosophy  gives us reason to
believe that the Fund will meet and, hopefully, exceed your expectations.

     Consistent  with this  belief,  your Board of  Directors  is engaged in the
process of reviewing the risks and rewards of raising additional capital for the
Blue Chip Value Fund through  borrowing.  The ultimate  goal of this  investment
would be to enhance your stockholder returns.  What makes this opportunity worth
considering are the unusual  circumstances of being able to borrow at forty-year
low interest rates, while at the same time, being able to invest in stock prices
that have been down for three  years in a row.  We will  continue  to assess the
alternatives and will keep you informed of our final decision.

     Thank you for your continued investment in the Blue Chip Value Fund.

Sincerely,

/s/ Mark M. Adelmann

Mark M. Adelmann, CFA, CPA
Portfolio Manager and
Vice President

SEND US YOUR E-MAIL ADDRESS

     If  you  would  like  to  receive   monthly   portfolio   composition   and
characteristic  updates,  press releases and financial reports electronically as
soon as they are  available,  please  send an  e-mail  to  blu@denveria.com  and
include your name and e-mail address. You will still receive paper copies of any
required  communications  and reports in the mail.  This  service is  completely
voluntary  and  you can  cancel  at any  time by  contacting  us via  e-mail  at
blu@denveria.com or toll-free at 1-800-624-4190.

4

                             SECTOR DIVERSIFICATION
                            IN COMPARISON TO S&P 500
                            AS OF DECEMBER 31, 2002*

                                                              FUND      S&P 500
                                                              ----      -------
Basic Materials                                                3.0%       2.7%
Capital Goods                                                  9.0%       4.9%
Commercial Services                                            2.7%       2.3%
Communications                                                 4.6%       6.6%
Consumer Cyclical                                             12.0%      12.1%
Consumer Staples                                               4.4%       9.6%
Energy                                                         6.4%       6.1%
Financials                                                    25.9%      23.1%
Medical/Healthcare                                            13.2%      14.6%
REITs                                                          0.0%       0.3%
Technology                                                    11.5%      13.3%
Transportation                                                 2.1%       1.7%
Utilities                                                      2.8%       2.8%

*    SECTOR  DIVERSIFICATION  IS SUBJECT TO CHANGE AND MAY NOT BE REPRESENTATIVE
     OF FUTURE INVESTMENTS.

                          AVERAGE ANNUAL TOTAL RETURNS
                             AS OF DECEMBER 31, 2002

                  RETURN        1-YEAR        3-YEAR        5-YEAR       10-YEAR
                  ------        ------        ------        ------       -------
Blue Chip
Value Fund        NAV          (20.60%)       (8.27%)       (0.74%)       9.20%

Blue Chip         Market
Value Fund        Price        (32.19%)       (9.17%)       (4.13%)       8.29%

S&P 500
Index                          (22.09%)      (14.55%)       (0.58%)       9.34%

PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. SHARE PRICES WILL FLUCTUATE,
SO THAT SHARES MAY BE WORTH MORE OR LESS THAN ITS ORIGINAL COST WHEN SOLD. TOTAL
INVESTMENT  RETURN IS  CALCULATED  ASSUMING  A PURCHASE  OF COMMON  STOCK ON THE
OPENING  OF THE  FIRST  DAY AND A SALE ON THE  CLOSING  OF THE  LAST DAY OF EACH
PERIOD REPORTED.  DIVIDENDS AND DISTRIBUTIONS,  IF ANY, ARE ASSUMED FOR PURPOSES
OF THIS  CALCULATION  TO BE  REINVESTED  AT PRICES  OBTAINED  UNDER  THE  FUND'S
DIVIDEND  REINVESTMENT PLAN. RIGHTS OFFERINGS,  IF ANY, ARE ASSUMED FOR PURPOSES
OF THIS  CALCULATION  TO BE FULLY  SUBSCRIBED  UNDER  THE  TERMS  OF THE  RIGHTS
OFFERING.  GENERALLY,  TOTAL INVESTMENT  RETURN BASED ON NET ASSET VALUE WILL BE
HIGHER THAN TOTAL INVESTMENT RETURN BASED ON MARKET VALUE IN PERIODS WHERE THERE
IS AN INCREASE IN THE  DISCOUNT OR A DECREASE IN THE PREMIUM OF THE MARKET VALUE
TO THE  NET  ASSET  VALUE  FROM  THE  BEGINNING  TO THE  END  OF  SUCH  PERIODS.
CONVERSELY,  TOTAL INVESTMENT  RETURN BASED ON THE NET ASSET VALUE WILL BE LOWER
THAN TOTAL  INVESTMENT  RETURN BASED ON MARKET VALUE IN PERIODS WHERE THERE IS A
DECREASE IN THE  DISCOUNT  OR AN INCREASE IN THE PREMIUM OF THE MARKET  VALUE TO
THE NET ASSET VALUE FROM THE BEGINNING TO THE END OF SUCH PERIODS.

                                                                               5

                        MARKET PRICE PERFORMANCE HISTORY
                           SINCE INCEPTION (04/15/87)



Month/Year    Adjusted Market Price(1)     Actual Market Price(2)   Annual Total Distributions(3)
----------    ------------------------     ----------------------   -----------------------------
                                                                      
   4/87                 10                          10
   6/87                 9.5                         9.5
   9/87                 7.8                         7.75
  12/87                 5.58                        5.5                         .11
   3/88                 5.87                        5.75
   6/88                 6.31                        6.13
   9/88                 6.1                         5.88
  12/88                 6.28                        6                           .19
   3/89                 6.73                        6.25
   6/89                 7.62                        6.88
   9/89                 8.54                        7.5
  12/89                 8.2                         7                           .78
   3/90                 8.13                        6.75
   6/90                 8.21                        6.63
   9/90                 6.86                        5.38
  12/90                 7.86                        6                           .75
   3/91                 9.28                        6.88
   6/91                 9.88                        7.13
   9/91                 10.49                       7.38
  12/91                 11.4                        7.63                        .96
   3/92                 11.77                       7.88
   6/92                 12.07                       7.88
   9/92                 12.18                       7.75
  12/92                 12.81                       7.75                        .77
   3/93                 13.64                       8.25
   6/93                 13.78                       8.13
   9/93                 14.51                       8.25
  12/93                 14.57                       7.88                        .80
   3/94                 14.1                        7.63
   6/94                 12.54                       6.75
   9/94                 12.83                       6.88
  12/94                 12.65                       6.13                        .75
   3/95                 13.68                       6.63
   6/95                 14.78                       7.13
   9/95                 15.88                       7.63
  12/95                 17.91                       7.63                       1.08
   3/96                 19.09                       8.13
   6/96                 20.04                       8.5
   9/96                 21.89                       9.25
  12/96                 24.98                       9.25                       1.35
   3/97                 22.92                       8.38
   6/97                 27.37                       9.75
   9/97                 31.13                       10.81
  12/97                 35.11                       10.94                      1.57
   3/98                 38.12                       11.88
   6/98                 37.19                       11.31
   9/98                 30.52                       9.06
  12/98                 35.58                       9.75                       1.13
   3/99                 35.12                       9.63
   6/99                 37.9                        10.13
   9/99                 35.79                       9.31
  12/99                 37.95                       8.69                       1.68
   3/00                 36.04                       8.25
   6/00                 37.62                       8.38
   9/00                 38.84                       8.44
  12/00                 36.75                       7.55                        .89
   3/01                 34.06                       6.79
   6/01                 41.48                       8.05
   9/01                 37.75                       7.14
  12/01                 41.92                       7.56                        .74
   3/02                 39.16                       7.02
   6/02                 34.89                       6.1
   9/02                 28.26                       4.8
  12/02                 28.43                       4.59                        .56


PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. SHARE PRICES WILL FLUCTUATE,
SO THAT SHARES MAY BE WORTH MORE OR LESS THAN ITS ORIGINAL COST WHEN SOLD.

(1)  REFLECTS THE CUMULATIVE TOTAL RETURN OF AN INVESTMENT MADE BY A STOCKHOLDER
     WHO PURCHASED ONE SHARE AT INCEPTION  ($10.00 IPO) AND THEN  REINVESTED ALL
     ANNUAL  DISTRIBUTIONS  AS  INDICATED,  AND FULLY  PARTICIPATED  IN  PRIMARY
     SUBSCRIPTIONS OF RIGHTS OFFERINGS.

(2)  REFLECTS THE ACTUAL MARKET PRICE OF ONE SHARE AS IT HAS TRADED ON THE NYSE.

(3)  ANNUAL  DISTRIBUTION  TOTALS REPRESENT  ACTUAL AMOUNTS.  THE FUND CURRENTLY
     PAYS 2.5% OF ITS NET ASSET  VALUE  QUARTERLY;  HOWEVER  THIS  POLICY MAY BE
     CHANGED AT THE DISCRETION OF THE FUND'S BOARD OF DIRECTORS.

WHY DIVIDEND REINVESTMENT IS IMPORTANT

     A very important  component of a stockholder's  total return comes from the
reinvestment of distributions as the chart above  demonstrates.  Please read the
following summary of the Fund's Dividend Reinvestment and Cash Purchase Plan and
call us at (800) 624-4190 or visit  www.blu.com to obtain an enrollment  form or
if you have any additional questions.

6

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

     Blue Chip Value Fund,  Inc.'s (the "Fund")  Dividend  Reinvestment and Cash
Purchase Plan offers  stockholders  the  opportunity  to reinvest  dividends and
capital gain  distributions in additional  shares of the Fund. A stockholder may
also make additional cash investments under the Plan. There is no service charge
for participation.

     Participating stockholders will receive additional shares issued at a price
equal to the net asset  value  per  share as of the close of the New York  Stock
Exchange  on the record date ("Net  Asset  Value"),  unless at such time the Net
Asset Value is higher than the market  price of the Fund's  common  stock,  plus
brokerage  commission.  In this case, the Fund will attempt,  generally over the
next 10 business days (the "Trading  Period"),  to acquire  shares of the Fund's
common stock in the open market at a price plus  brokerage  commission  which is
less  than the Net  Asset  Value.  In the  event  that  prior  to the time  such
acquisition is completed,  the market price of such common stock plus commission
equals  or  exceeds  the Net Asset  Value,  or in the  event  that  such  market
purchases are unable to be completed by the end of the Trading Period,  then the
balance of the distribution  shall be completed by issuing  additional shares at
Net Asset Value.

     Participating  stockholders  may  also  make  additional  cash  investments
(minimum $50 and maximum  $10,000 per month) by check or money order (or by wire
for a $10 fee) to acquire  additional shares of the Fund. Please note,  however,
that these  additional  shares will be purchased at market value plus  brokerage
commission (without regard to net asset value) per share.

     A stockholder owning a minimum of 50 shares may join the Plan by sending an
Enrollment Form to the Plan Agent at Mellon  Investor  Services,  LLC,  Overpeck
Centre, 85 Challenger Road, Ridgefield Park, NJ, 07660.

     The automatic  reinvestment of dividends and distributions will not relieve
participants  of any  income  taxes  that  may be  payable  (or  required  to be
withheld) on dividends or  distributions,  even though the stockholder  does not
receive the cash. Participants must own at least 50 shares at all times.

                                                                               7

     A  stockholder  may elect to withdraw from the Plan at any time on 15-days'
prior written notice,  and receive future  dividends and  distributions in cash.
There is no  penalty  for  withdrawal  from the Plan and  stockholders  who have
withdrawn from the Plan may rejoin in the future.

     The Fund may  amend  the Plan at any time  upon  30-days  prior  notice  to
participants.

     Additional  information about the Plan may be obtained from Blue Chip Value
Fund,  Inc. by writing to 1225 17th Street,  26th Floor,  Denver,  CO 80202,  by
telephone at (800) 624-4190 or by visiting us at www.blu.com.

     If your  shares are  registered  with a broker,  you most  likely can still
participate in the Dividend  Reinvestment Plan. Please contact your broker about
how to participate  and to inquire if there are any fees which may be charged by
the broker to your account.

STOCKHOLDER DISTRIBUTION INFORMATION

     Certain tax information regarding Blue Chip Value Fund, Inc. is required to
be provided to stockholders  based upon the Fund's income and  distributions  to
the stockholders for the calendar year ended December 31, 2002.

     The  Board of  Directors  of Blue Chip  Value  Fund,  Inc.  voted to pay to
stockholders  of record at the  opening  of  business  on the record  date,  the
following  distributions derived from net investment income as well as return of
capital:

       RECORD           PAY                          RETURN OF
        DATE            DATE          DIVIDENDS       CAPITAL       TOTAL
        ----            ----          ---------       -------       -----
     4/17/2002        4/30/2002        $0.0107        $0.1593       $0.17
     7/12/2002        7/26/2002        $0.0094        $0.1406       $0.15
     10/11/2002       10/25/2002       $0.0075        $0.1125       $0.12
     12/31/2002       1/15/2003        $0.0075        $0.1125       $0.12
                                       $0.0351        $0.5249       $0.56

     The Fund  notified  stockholders  at the end of January 2003 of amounts for
use in preparing  2002 income tax returns.  Please note the return of capital is
non-taxable.

ATTENTION CORPORATE STOCKHOLDERS:

     To determine the amount that qualifies for the dividends-received deduction
for corporations,  multiply the amount that appears in column 1 of Form 1099-DIV
by 100%.

8

INFORMATION ON THE DIRECTORS AND OFFICERS OF THE FUND

The list below  provides  certain  information  about the  identity and business
experience of the directors  and officers of the Fund.  The Fund's  Statement of
Additional   Information  includes  additional   information  about  the  Fund's
directors,  and may be  obtained  from  the  Fund  free  of  charge  by  calling
1-800-624-4190.

INTERESTED DIRECTORS*

TODGER ANDERSON, CFA(1)
Age: 58

POSITION(S) HELD WITH THE FUND:
PRESIDENT AND DIRECTOR

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
President since 1987. Director from 1988 to 1995 and since 1998. Term as
Director expires in 2004.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
President and Executive Manager, Denver Investment Advisors LLC (since 1995);
prior thereto President and Director of Portfolio Management, Denver Investment
Advisors, Inc.; Portfolio Manager, Westcore MIDCO Growth Fund (since 1986);
Portfolio Co-Manager, Westcore Select Fund (since 2001).

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: One
OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: NONE

KENNETH V. PENLAND, CFA(1)
Age: 60

POSITION(S) HELD WITH THE FUND:
CHAIRMAN OF THE BOARD AND DIRECTOR

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Chairman of the Board and Director since 1987. Term as Director expires in 2003.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Retired; from 1995 until December 2001, Chairman and Executive Manager, Denver
Investment Advisors LLC; prior thereto Chairman of the Board and Director of
Research, Denver Investment Advisors, Inc.; from 1995 until August 2002,
President, Westcore Funds; Trustee, Westcore Funds (since 2001).

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: Twelve
OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: One

                                                                               9

INDEPENDENT DIRECTORS

ROBERT J. GREENEBAUM(1)
Age: 85

POSITION(S) HELD WITH THE FUND:
DIRECTOR

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Director since 1988. Term expires in 2004.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Independent Consultant; Director, United Asset Management Corp., Boston,
Massachusetts (February 1982 - May 2000); Consultant, Denver Investment Advisors
LLC, and its predecessor, Denver Investment Advisors, Inc.

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: One
OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: None

RICHARD C. SCHULTE(1)
Age: 58

POSITION(S) HELD WITH THE FUND:
DIRECTOR

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Director since 1987. Term expires in 2005.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Private Investor; from 1993 until 1996, President, Transportation Service
Systems, Inc.; Employee, Southern Pacific Lines, Denver, Colorado (since 1993);
prior thereto, Employee, Rio Grande Industries, Denver, Colorado (holding
company) (since 1991); Vice President Finance and Treasurer, Rio Grande
Holdings, Inc., Denver, Colorado (since 1990); and Vice President, Denver & Rio
Grande Western Railroad Company, Denver, Colorado (since 1990).

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: One
OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: None

10

ROBERTA M. WILSON, CFA(1)
Age: 59

POSITION(S) HELD WITH THE FUND:
DIRECTOR

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Director since 1987. Term expires in 2003.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Retired; from 1985 until July 1998, Director of Finance, Denver Board of Water
Commissioners, Denver, Colorado. Management consultant and coach (since 1998).

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: One
OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: None

LEE W. MATHER, JR.(1)
Age: 59

POSITION(S) HELD WITH THE FUND:
DIRECTOR

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Director since 2001. Term expires in 2005.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Director, American Rivers (conservation organization) (since June 2000);
Investment Banker, Merrill Lynch & Co. (January 1977 - April 2000).

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: One
OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: None

GARY P. MCDANIEL(1)
Age: 57

POSITION(S) HELD WITH THE FUND:
DIRECTOR

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Director since 2001. Term expires in 2004.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Chief Executive Officer, Chateau Communities, Inc. (REIT/ manufactured housing)
(1997-2002); prior thereto, Chief Executive Officer ROC Communities, Inc.
(1980-1997).

NUMBER OF PORTFOLIOS IN FUND COMPLEX(3)
OVERSEEN BY DIRECTOR: One
OTHER DIRECTORSHIPS(4) HELD BY DIRECTOR: None

                                                                              11

OFFICERS

MARK M. ADELMANN, CFA, CPA
Age: 45

1225 Seventeenth St.
26th Floor
Denver, Colorado 80202

POSITION(S) HELD WITH THE FUND:
VICE PRESIDENT

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Vice President since 2002.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Vice President, Denver Investment Advisors LLC (since 1995).

W. BRUCE MCCONNEL(5)
Age: 59

One Logan Square
18th and Cherry Sts.
Philadelphia, PA 19103

POSITION(S) HELD WITH THE FUND:
SECRETARY

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Secretary since 1987.

PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS:
Partner of the law firm of Drinker Biddle & Reath LLP, Philadelphia, PA.

12

JASPER R. FRONTZ, CPA(5)
Age: 34

1225 Seventeenth St.
26th Floor
Denver, Colorado 80202

POSITION(S) HELD WITH THE FUND:
TREASURER

TERM OF OFFICE(2) AND LENGTH OF TIME SERVED:
Treasurer since 1997.

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); prior thereto,
Fund Controller, ALPS Mutual Fund Services, Inc. (1995-1997), Registered
Representative, ALPS Distributors, Inc. (since 1995).

NOTES

*    These  directors each may be deemed to be an  "interested  director" of the
     Fund within the meaning of the Investment  Company Act of 1940 by virtue of
     their  affiliations with the Fund's investment  adviser and their positions
     as officers of the Fund.

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

3.   Fund complex is  comprised of the Fund,  consisting  of one  portfolio  and
     Westcore Funds, of which there are eleven portfolios.

4.   Includes  only  directorships  of  companies  required  to  report  to  the
     Securities and Exchange  Commission  under the  Securities  Exchange Act of
     1934 (i.e.,  "public companies") or other investment  companies  registered
     under the Investment Company Act of 1940.

5.   Mr.  McConnel  and Mr.  Frontz  also  serve  as  Secretary  and  Treasurer,
     respectively, of Westcore Funds.

                                                                              13

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of
Blue Chip Value Fund, Inc.:

     We have audited the  accompanying  statement of assets and  liabilities  of
Blue Chip Value Fund, Inc. (the "Fund"),  including the schedule of investments,
as of December 31, 2002,  and the related  statement of operations  for the year
then ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial  highlights for each of the three years
in the period then ended.  These financial  statements and financial  highlights
are the  responsibility  of the  Fund's  management.  Our  responsibility  is to
express an opinion on these financial  statements and financial highlights based
on our audits.  The financial  highlights for the period from January 1, 1998 to
December 31, 1999 were audited by other auditors whose report, dated January 14,
2000, expressed an unqualified opinion on those financial highlights.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 2002, by correspondence  with the custodian.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Blue Chip  Value  Fund,  Inc.  as of  December  31,  2002,  the  results  of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the  three  years in the  period  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Denver, Colorado
January 24, 2003

14

BLUE CHIP VALUE FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES
December 31, 2002

ASSETS
Investments at market value                                       $ 131,709,131
  (identified cost $144,460,402)
Dividends receivable                                                    305,257
Interest receivable                                                       7,412
Other assets                                                              8,701
                                                                  -------------
  TOTAL ASSETS                                                      132,030,501
                                                                  -------------

LIABILITIES
Distributions payable                                                 3,182,466
Advisory fee payable                                                     69,393
Administration fee payable                                                8,088
Accrued expenses and other liabilities                                   57,644
                                                                  -------------
  TOTAL LIABILITIES                                                   3,317,591
                                                                  -------------
NET ASSETS                                                        $ 128,712,910
                                                                  =============

COMPOSITION OF NET ASSETS
Capital stock, at par                                             $     265,206
Paid-in-capital                                                     157,588,958
Accumulated net realized loss                                       (16,389,983)
Net unrealized depreciation on investments                          (12,751,271)
                                                                  -------------
                                                                  $ 128,712,910
                                                                  =============
SHARES OF COMMON STOCK
  OUTSTANDING (100,000,000 shares
  authorized at $0.01 par value)                                     26,520,550
                                                                  =============

Net asset value per share                                         $        4.85
                                                                  =============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                                                              15

BLUE CHIP VALUE FUND, INC.

STATEMENT OF OPERATIONS
For the Year Ended December 31, 2002

INCOME
  Dividends                                         $  2,124,125
  Interest                                               167,155
  Foreign taxes withheld                                 (10,164)
                                                    ------------
      TOTAL INCOME                                                 $  2,281,116
                                                                   ------------

EXPENSES
  Investment advisory fee
    (Note 3)                                             878,334
  Administrative services fee
    (Note 3)                                              95,118
  Legal fees                                              75,000
  Directors' fees                                         72,000
  Transfer agent fees                                     70,000
  Stockholder reporting                                   70,000
  NYSE listing fees                                       36,700
  Audit and tax preparation fees                          24,499
  Insurance and fidelity bond                             10,975
  Custodian fees                                           9,650
  Other                                                    8,500
                                                    ------------
      TOTAL EXPENSES                                                  1,350,776
                                                                   ------------
      NET INVESTMENT INCOME                                             930,340
                                                                   ------------
REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS
  Net realized loss on investments                                  (16,214,221)
  Change in net unrealized appreciation/
    depreciation of investments                                     (21,320,777)
                                                                   ------------
    NET LOSS ON INVESTMENTS                                         (37,534,998)
                                                                   ------------
    NET DECREASE IN NET ASSETS
      RESULTING FROM OPERATIONS                                    $(36,604,658)
                                                                   ============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

16

BLUE CHIP VALUE FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS

                                                         FOR THE YEAR
                                                      ENDED DECEMBER 31,
                                               --------------------------------
                                                   2002               2001
                                               -------------      -------------
DECREASE IN NET ASSETS
  FROM OPERATIONS:
  Net investment income                        $     930,340      $     852,030
  Net realized gain/(loss) from
    securities investments                       (16,214,221)         8,769,357
  Change in net unrealized
    appreciation or depreciation
    of investments                               (21,320,777)       (13,542,885)
                                               -------------      -------------
                                                 (36,604,658)        (3,921,498)
                                               -------------      -------------
DECREASE IN NET ASSETS
  FROM DISTRIBUTIONS TO
  STOCKHOLDERS FROM:
  Net investment income                             (930,340)          (857,755)
  Net realized gain on
    investments                                            0         (7,529,781)
  Return of capital                              (13,857,137)        (7,032,144)
                                               -------------      -------------
                                                 (14,787,477)       (15,419,680)
                                               -------------      -------------
INCREASE IN NET ASSETS FROM
  COMMON STOCK TRANSACTIONS:
  Proceeds from the sale of
    5,262,771 and 3,522,591 shares
    respectively, net of offering
    expenses (Note 4)                             32,797,247         22,551,862
  Net asset value of common
    stock issued to stockholders
    from reinvestment of
    dividends (295,323 and
    197,107 shares issued,
    respectively)                                  1,790,086          1,444,420
                                               -------------      -------------
                                                  34,587,333         23,996,282
                                               -------------      -------------
NET INCREASE/(DECREASE)
  IN NET ASSETS                                  (16,804,802)         4,655,104

NET ASSETS
  Beginning of period                            145,517,712        140,862,608
                                               -------------      -------------
  End of period                                $ 128,712,910      $ 145,517,712
                                               =============      =============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                                                              17

BLUE CHIP VALUE FUND, INC.

FINANCIAL HIGHLIGHTS

PER SHARE DATA
(for a share outstanding throughout each period)
Net asset value - beginning of period
INVESTMENT OPERATIONS
Net investment income
Net gain (loss) on investments
Total from investment operations
DISTRIBUTIONS
From net investment income
From net realized gains on investments
Return of capital
Total distributions
CAPITAL SHARE TRANSACTIONS
Dilutive effects of rights offerings
Offering costs charged to paid in capital
Total capital share transactions
  Net asset value, end of period
  Per share market value, end of period
Total investment return(1) based on:
  Net Asset Value
  Market Value
RATIOS/SUPPLEMENTAL DATA:
Ratios of expenses to average net assets
Ratio of net investment income to average net assets
Ratio of total distributions to average net assets
Portfolio turnover rate(2)
Net assets - end of period (in thousands)

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

(1)  TOTAL INVESTMENT  RETURN IS CALCULATED  ASSUMING A PURCHASE OF COMMON STOCK
     ON THE  OPENING OF THE FIRST DAY AND A SALE ON THE  CLOSING OF THE LAST DAY
     OF EACH PERIOD REPORTED.  DIVIDENDS AND DISTRIBUTIONS,  IF ANY, ARE ASSUMED
     FOR PURPOSES OF THIS  CALCULATION TO BE REINVESTED AT PRICES OBTAINED UNDER
     THE FUND'S  DIVIDEND  REINVESTMENT  PLAN.  RIGHTS  OFFERINGS,  IF ANY,  ARE
     ASSUMED FOR PURPOSES OF THIS  CALCULATION TO BE FULLY  SUBSCRIBED UNDER THE
     TERMS OF THE RIGHTS OFFERING.  GENERALLY,  TOTAL INVESTMENT RETURN BASED ON
     NET ASSET VALUE WILL BE HIGHER THAN TOTAL INVESTMENT RETURN BASED ON MARKET
     VALUE IN PERIODS  WHERE THERE IS AN INCREASE IN THE  DISCOUNT OR A DECREASE
     IN THE  PREMIUM  OF THE  MARKET  VALUE  TO THE NET  ASSET  VALUE  FROM  THE
     BEGINNING TO THE END OF SUCH PERIODS.  CONVERSELY,  TOTAL INVESTMENT RETURN
     BASED ON THE NET ASSET  VALUE WILL BE LOWER THAN  TOTAL  INVESTMENT  RETURN

18

                         FOR THE YEAR ENDED DECEMBER 31,
     ----------------------------------------------------------------------
        2002           2001           2000           1999           1998
     ----------     ----------     ----------     ----------     ----------
     $     6.94     $     8.17     $     9.09     $    10.25     $     9.76

           0.04           0.04           0.05           0.03           0.05
          (1.40)         (0.29)         (0.08)          0.49           1.62
     ----------     ----------     ----------     ----------     ----------
          (1.36)         (0.25)         (0.03)          0.52           1.67
     ----------     ----------     ----------     ----------     ----------

          (0.04)         (0.04)         (0.05)         (0.03)         (0.05)
             --          (0.36)         (0.84)         (1.65)         (1.08)
          (0.52)         (0.34)            --             --             --
     ----------     ----------     ----------     ----------     ----------
          (0.56)         (0.74)         (0.89)         (1.68)         (1.13)
     ----------     ----------     ----------     ----------     ----------

          (0.16)         (0.23)            --             --          (0.04)
          (0.01)         (0.01)            --             --          (0.01)
     ----------     ----------     ----------     ----------     ----------
          (0.17)         (0.24)            --             --          (0.05)
     ----------     ----------     ----------     ----------     ----------
     $     4.85     $     6.94     $     8.17     $     9.09     $    10.25
     ==========     ==========     ==========     ==========     ==========

     $     4.59     $     7.56     $     7.55     $   8.6875     $     9.75
     ==========     ==========     ==========     ==========     ==========

          (20.6%)         (3.0%)          0.2%           6.2%          17.6%
          (32.2%)         14.1%          (3.2%)          6.7%           1.3%

           0.93%          0.91%          0.88%          0.85%          0.94%
           0.64%          0.56%          0.63%          0.32%          0.56%
          10.15%         10.21%         10.46%         16.86%         11.62%
          65.86%         73.30%        127.55%         54.24%         76.02%
     $  128,713     $  145,517     $  140,863     $  153,002     $  171,512

     BASED ON MARKET VALUE IN PERIODS  WHERE THERE IS A DECREASE IN THE DISCOUNT
     OR AN INCREASE  IN THE  PREMIUM OF THE MARKET  VALUE TO THE NET ASSET VALUE
     FROM THE BEGINNING TO THE END OF SUCH PERIODS.

(2)  A PORTFOLIO  TURNOVER RATE IS THE PERCENTAGE  COMPUTED BY TAKING THE LESSER
     OF  PURCHASES  OR  SALES  OF  PORTFOLIO  SECURITIES  (EXCLUDING  SHORT-TERM
     INVESTMENTS)  FOR A YEAR AND  DIVIDING  IT BY THE  MONTHLY  AVERAGE  OF THE
     MARKET VALUE OF THE  PORTFOLIO  SECURITIES  DURING THE YEAR.  PURCHASES AND
     SALES OF INVESTMENT SECURITIES  (EXCLUDING  SHORT-TERM  SECURITIES) FOR THE
     YEAR  ENDED   DECEMBER  31,  2002  WERE   $113,253,127   AND   $90,787,202,
     RESPECTIVELY.

                                                                              19

BLUE CHIP VALUE FUND, INC.

STATEMENT OF INVESTMENTS
December 31, 2002

                                                                      MARKET
                                        SHARES         COST           VALUE
                                     ------------   ------------   ------------
COMMON STOCKS - 97.66%
BASIC MATERIALS - 3.05%
FORESTRY & PAPER - 3.05%
Bowater Inc.                               93,500   $  4,423,466   $  3,922,325
TOTAL BASIC MATERIALS                                  4,423,466      3,922,325
-------------------------------------------------------------------------------

CAPITAL GOODS - 9.00%
AEROSPACE & DEFENSE - 5.60%
General Dynamics Corp.                     44,400      2,904,893      3,524,028
Raytheon Co.                              119,800      4,111,505      3,683,850
                                                    ------------   ------------
                                                       7,016,398      7,207,878
ELECTRICAL EQUIPMENT - 3.40%
Parker Hannifin Corp.                      94,800      4,519,195      4,373,124
TOTAL CAPITAL GOODS                                   11,535,593     11,581,002
-------------------------------------------------------------------------------

COMMERCIAL SERVICES - 2.65%
BUSINESS PRODUCTS & SERVICES - 2.65%
Accenture Ltd.
  (Bermuda)*                              189,600      4,227,692      3,410,904
TOTAL COMMERCIAL SERVICES                              4,227,692      3,410,904
-------------------------------------------------------------------------------
COMMUNICATIONS - 4.62%
TELECOMM SERVICE PROVIDERS - 4.62%
ALLTEL Corp.                               66,100      3,347,105      3,371,100
BellSouth Corp.                            99,800      3,723,365      2,581,826
                                                    ------------   ------------
                                                       7,070,470      5,952,926
TOTAL COMMUNICATIONS                                   7,070,470      5,952,926
-------------------------------------------------------------------------------

CONSUMER CYCLICAL - 12.01%
CLOTHING & ACCESSORIES - 2.60%
TJX Companies Inc.                        171,300      2,590,532      3,343,776
GENERAL MERCHANDISE - 2.17%
Target Corp.                               93,300      3,209,526      2,799,000
HOTELS & GAMING - 2.69%
Starwood Hotels & Resorts Inc.            145,600      4,472,957      3,456,544
PUBLISHING & MEDIA - 4.55%
Dow Jones & Company Inc.                   70,600      3,827,434      3,052,038
Viacom Inc. - Class B*                     69,000      3,404,359      2,812,440
                                                    ------------   ------------
                                                       7,231,793      5,864,478
TOTAL CONSUMER CYCLICAL                               17,504,808     15,463,798
-------------------------------------------------------------------------------

20

                                                                      MARKET
                                        SHARES         COST           VALUE
                                     ------------   ------------   ------------
CONSUMER STAPLES - 4.41%
FOOD & AGRICULTURAL PRODUCTS - 4.41%
Bunge Ltd. (Bermuda)                      123,800   $  2,963,252   $  2,978,628
Sara Lee Corp.                            119,800      2,275,459      2,696,698
                                                    ------------   ------------
                                                       5,238,711      5,675,326
TOTAL CONSUMER STAPLES                                 5,238,711      5,675,326
-------------------------------------------------------------------------------

ENERGY - 6.43%
EXPLORATION & PRODUCTION - 3.51%
Apache Corp.                               34,940      1,967,240      1,991,231
Ocean Energy Inc.                         126,600      2,498,932      2,528,202
                                                    ------------   ------------
                                                       4,466,172      4,519,433
INTEGRATED OILS - 2.92%
ConocoPhillips                             77,619      4,506,234      3,755,983
TOTAL ENERGY                                           8,972,406      8,275,416
-------------------------------------------------------------------------------

FINANCIALS - 25.92%
INTEGRATED FINANCIAL SERVICES - 2.39%
Citigroup Inc.                             87,500      3,751,033      3,079,125

LIFE & HEALTH INSURANCE - 3.40%
Nationwide Financial Services - Class A    59,500      2,527,815      1,704,675
Principal Financial Group                  88,600      2,084,345      2,669,518
                                                    ------------   ------------
                                                       4,612,160      4,374,193

MONEY CENTER BANKS - 1.17%
Bank of America Corp.                      21,600      1,462,942      1,502,712

PROPERTY CASUALTY INSURANCE - 11.89%
Allstate Corp.                             92,900      3,304,241      3,436,371
American International Group               60,500      3,911,174      3,499,925
Hartford Financial Services Group Inc.     61,400      3,666,588      2,789,402
Radian Group Inc.                          97,300      3,402,595      3,614,695
Travelers Property and Casualty Corp.*    133,600      1,924,055      1,957,240
                                                    ------------   ------------
                                                      16,208,653     15,297,633

REGIONAL BANKS - 2.46%
SouthTrust Corp.                          127,300      2,847,465      3,163,405

SECURITIES & ASSET MANAGEMENT - 1.71%
Goldman Sachs Group Inc.                   13,600        919,330        926,160
Lehman Brothers Holdings Inc.              24,000      1,379,233      1,278,960
                                                    ------------   ------------
                                                       2,298,563      2,205,120
SPECIALTY FINANCE - 2.90%
Federal Home Loan
Mortgage Corp.                             63,300      3,720,905      3,737,865
TOTAL FINANCIALS                                      34,901,721     33,360,053
-------------------------------------------------------------------------------

                                                                              21

                                                                      MARKET
                                        SHARES         COST           VALUE
                                     ------------   ------------   ------------
MEDICAL - HEALTHCARE - 13.21%
HEALTHCARE SERVICES - 4.01%
Omnicare Inc.                             216,519   $  4,443,165   $  5,159,648

MEDICAL TECHNOLOGY - 1.51%
Millipore Corp.*                           57,300      2,238,182      1,948,200

PHARMACEUTICALS - 7.69%
Bristol-Myers Squibb Co.                   86,380      3,495,709      1,999,697
Pfizer Inc.                                83,300      2,646,603      2,546,481
Pharmacia Corp.                            50,900      1,664,808      2,127,620
Wyeth                                      86,100      3,092,459      3,220,140
                                                    ------------   ------------
                                                      10,899,579      9,893,938
TOTAL MEDICAL - HEALTHCARE                            17,580,926     17,001,786
-------------------------------------------------------------------------------

TECHNOLOGY - 11.55%
COMPUTER SOFTWARE - 3.30%
Microsoft Corp.*                           82,100      5,018,589      4,244,570

ELECTRONIC EQUIPMENT - 2.42%
American Power Conversion*                205,500      2,901,439      3,113,325

PCS & SERVERS - 2.74%
International Business
  Machines Corp.                           39,200      3,659,672      3,038,000
Sun Microsystems Inc.*                    155,400      1,332,002        483,294
                                                    ------------   ------------
                                                       4,991,674      3,521,294
SEMICONDUCTORS - 1.43%
Intel Corp.                               118,600      3,851,561      1,846,602

TECHNOLOGY RESELLERS - DISTRIBUTORS - 1.66%
Avnet Inc.*                               197,400      4,425,500      2,137,842
TOTAL TECHNOLOGY                                      21,188,763     14,863,633
-------------------------------------------------------------------------------

TRANSPORTATION - 2.05%
RAILROADS - 2.05%
Union Pacific Corp.                        44,000      2,552,640      2,634,280
TOTAL TRANSPORTATION                                   2,552,640      2,634,280
-------------------------------------------------------------------------------

UTILITIES - 2.76%
ELECTRIC - GAS UTILITIES - 2.76%
Entergy Corp.                              39,600      1,540,645      1,805,364
FPL Group Inc.                             29,200      1,716,039      1,755,796
                                                    ------------   ------------
                                                       3,256,684      3,561,160
TOTAL UTILITIES                                        3,256,684      3,561,160
-------------------------------------------------------------------------------
TOTAL COMMON STOCKS                                  138,453,880    125,702,609
-------------------------------------------------------------------------------

22

                                                                      MARKET
                                        SHARES          COST           VALUE
                                     ------------   ------------   ------------
SHORT-TERM INVESTMENTS - 4.67%
Fidelity Institutional US
  Treasury, Class III                      38,527   $     38,527   $     38,527
Goldman Sachs Financial
Square Prime Obligations Fund -
  FST Shares                            5,967,995      5,967,995      5,967,995
                                                    ------------   ------------
                                                       6,006,522      6,006,522
TOTAL SHORT-TERM INVESTMENTS                           6,006,522      6,006,522
-------------------------------------------------------------------------------

TOTAL INVESTMENTS                         102.33%   $144,460,402   $131,709,131
Liabilities in Excess of Other Assets      (2.33%)                   (2,996,221)
                                         -------                   ------------
NET ASSETS                                100.00%                  $128,712,910
                                         =======                   ============

*DENOTES NON-INCOME PRODUCING SECURITY.

                                                                              23

BLUE CHIP VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS
December 31, 2002

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     Blue Chip Value Fund, Inc. (the "Fund") is registered  under the Investment
Company  Act of  1940,  as  amended,  as a  diversified,  closed-end  management
investment company.

     The following is a summary of significant  accounting  policies followed by
the Fund in the preparation of its financial statements.

SECURITY  VALUATION - Each investment  security is generally  valued at the last
sale price at period end reported by the  principal  exchange on which the issue
was traded or, if no sale is reported,  at a value based on the average  closing
bid and asked price.  When market  quotations are not readily  available or when
events occur that make established  valuation methods unreliable,  securities of
the Fund may be valued at fair  value  determined  in good faith by or under the
direction of the Board of Directors.  Short-term  securities  having a remaining
maturity  of 60 days or less are valued at  amortized  cost  which  approximates
market value.

FEDERAL INCOME TAXES - The Fund intends to comply with the  requirements  of the
Internal Revenue Code that are applicable to regulated  investment companies and
to  distribute  all of its taxable  income to its  stockholders.  Therefore,  no
provision has been made for federal income taxes.

The Fund had  available  for federal  income tax  purposes  unused  capital loss
carryovers of approximately $15,485,000, which will expire in 2010.

The Fund intends to elect to defer to its fiscal year ending  December 31, 2003,
approximately  $468,000 of losses  recognized during the period November 1, 2002
to December 31, 2002, which will expire in 2011 if unutilized.

INVESTMENT  TRANSACTIONS - Investment transactions are accounted for on the date
the  investments  are purchased or sold (trade date).  Realized gains and losses
from investment  transactions  and unrealized  appreciation  and depreciation of
investments  are determined on the first-in,  first-out basis for both financial
statement and federal  income tax purposes.  Dividend  income is recorded on the
ex-dividend  date.  Interest  income,  which includes  interest  earned on money
market funds, is accrued and recorded daily.

24

DISTRIBUTIONS  TO STOCKHOLDERS - Distributions  to stockholders  are recorded on
the  ex-dividend  date.  Distributions  are  classified  to  conform  to the tax
reporting  requirements  of the  Internal  Revenue  Code.  If the  Fund's  total
distributions  for the year  (exclusive of long-term  capital  gains  dividends)
exceed its net investment  income and short-term  capital gains for such year, a
portion of such distributions may constitute a non-taxable return of capital.

     The Fund  distributes at least 2.5% of its net asset value quarterly to its
stockholders.

CLASSIFICATION   OF   DISTRIBUTIONS   TO   STOCKHOLDERS   -  The  Fund   adjusts
classifications  of  distributions  to  stockholders  to reflect the differences
between financial  statement amounts and distributions  determined in accordance
with income tax  regulations.  Accordingly,  during the year ended  December 31,
2002, amounts have been reclassified to reflect a decrease in paid in capital of
$13,857,137  and  a  decrease  in  overdistributed   net  investment  income  of
$13,857,137. Net assets of the Fund were unaffected by the reclassifications.

     The tax character of the  distributions  paid during the years December 31,
2002 and December 31, 2001 was as follows:

                                                     YEAR ENDED DECEMBER 31,
                                                  -----------------------------
                                                      2002             2001
                                                  ------------     ------------
Distributions paid from:
Ordinary income                                   $    930,340     $    857,755
Long-term capital gain                                      --        7,529,781
Return of capital                                   13,857,137        7,032,144
                                                  ------------     ------------
Total                                             $ 14,787,477     $ 15,419,680
                                                  ============     ============

     As of December 31, 2002, the components of distributable  earnings on a tax
basis were as follows:

Accumulated net realized loss                                      $(15,952,429)
Net unrealized depreciation                                         (13,188,825)
                                                                   ------------
Total                                                              $(29,141,254)
                                                                   ============

USE OF ESTIMATES - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and  assumptions  that affect the amounts
reported in the financial  statements and disclosures  made in the  accompanying
notes to the  financial  statements.  Actual  results  could  differ  from those
estimates.

                                                                              25

2.   UNREALIZED APPRECIATION AND DEPRECIATION OF INVESTMENTS (TAX BASIS)

AS OF DECEMBER 31, 2002:

Gross appreciation (excess of value over tax cost)                 $  6,060,201
Gross depreciation (excess of tax cost over value)                  (19,249,026)
Net unrealized depreciation                                        $(13,188,825)
                                                                   ------------
Cost of investments for income tax purposes                        $144,897,956
                                                                   ============

3.   INVESTMENT ADVISORY AND ADMINISTRATION SERVICES

     The  Fund has an  Investment  Advisory  Agreement  with  Denver  Investment
Advisors LLC ("DIA"), whereby a management fee is paid to DIA based on an annual
rate of 0.65% of the Fund's  average  weekly net assets up to  $100,000,000  and
0.50% of the Fund's  average  weekly net assets in excess of  $100,000,000.  The
management  fee is paid  monthly  based on the  average of the net assets of the
Fund  computed as of the last  business day the New York Stock  Exchange is open
each week. Certain officers and directors of the Fund are also officers of DIA.

     Effective September 1, 1999, ALPS Mutual Funds Services,  Inc. ("ALPS") and
DIA  entered   into  an   Administrative   Agreement  to  serve  as  the  Fund's
co-administrators.    The   Administrative   Agreement   includes   the   Fund's
administrative and fund accounting services. The administrative  services fee is
based on an annual  rate for ALPS and DIA,  respectively,  of 0.08% and 0.01% of
the Fund's average daily net assets up to  $75,000,000,  0.04% and 0.005% of the
Fund's average daily net assets between $75,000,000 and $125,000,000,  and 0.02%
and 0.005% of the Fund's average daily net assets in excess of $125,000,000. The
administrative services fee is paid monthly.

26

4.   CAPITAL TRANSACTIONS

     In 2002, the Fund completed a rights offering to existing stockholders. The
Fund issued one right to purchase an additional  share of the Fund for each five
shares owned as of February 19, 2002. The subscription period began February 22,
2002 and extended  through  March 21, 2002.  The price of the shares  issued was
$6.26,  which  represented  95% of $6.5886,  the average of the Volume  Weighted
Average  Price on the New York Stock  Exchange for March 22,  2002,  the pricing
day, and the four  preceding  trading days.  The Fund's net asset value on March
22, 2002 was $7.06.  There were 5,262,771  shares issued in the rights  offering
for proceeds, net of offering expenses, of $32,797,247.

                                                                              27

BOARD OF DIRECTORS
Kenneth V. Penland, CHAIRMAN
Todger Anderson, DIRECTOR
Robert J. Greenebaum, DIRECTOR
Lee W. Mather, Jr, DIRECTOR
Gary P. McDaniel, DIRECTOR
Richard C. Schulte, DIRECTOR
Roberta M. Wilson, DIRECTOR

OFFICERS
Kenneth V. Penland, CHAIRMAN
Todger Anderson, PRESIDENT
Mark M. Adelmann, VICE PRESIDENT
W. Bruce McConnel, SECRETARY
Jasper R. Frontz, TREASURER

INVESTMENT ADVISER/CO-ADMINISTRATOR
Denver Investment Advisors LLC
1225 17th Street, 26th Floor
Denver, CO 80202
(303) 312-5100

STOCKHOLDER RELATIONS
Margaret R. Jurado
(800) 624-4190 (303) 312-5100
e-mail: blu@denveria.com

CUSTODIAN
Bank of New York
One Wall Street
New York, NY 10286

CO-ADMINISTRATOR
ALPS Mutual Funds Services, Inc.
1625 Broadway, Suite 2200
Denver, CO 80202

TRANSFER AGENT
DIVIDEND REINVESTMENT PLAN AGENT
(QUESTIONS REGARDING YOUR ACCOUNT)
Mellon Investor Services, LLC
Overpeck Centre
85 Challenger Road
Ridgefield Park, NJ 07660
(800) 288-9541
www.melloninvestor.com

                                NYSE Symbol--BLU

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