UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

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

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¨ Preliminary Proxy Statement

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[  ]Definitive Proxy Statement 
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BMC FUND, INC.

(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)

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_________________________________________________ 

BMC FUND, INC.

NOTICE OF ANNUALSPECIAL MEETING OF
SHAREHOLDERS
TO BE HELD FEBRUARY 19, 2021

ON OCTOBER 17, 2022

NOTICE IS HEREBY GIVENGIVEN THAT the annuala special meeting of shareholders of BMC Fund, Inc. (the “Fund”“Fund”) will be held on Friday, February 19, 2021,Monday, October 17, 2022, at 10:30 a.m.a.m., at the executive offices of the Fund, 800 Hickory Blvd. SW, Lenoir,Lenoir, North Carolina 28645, (telephone: (828) 758-6100), for the following purposes:

1.To elect 11 directors to hold office untilapprove an Investment Management Agreement between the next annual meeting of shareholdersFund and until their successors have been elected and qualified.Broyhill Asset Management.

2.
To transact such other business as as may properly come before the meeting.

Only shareholders of record as of the close of business on January 10, 2021September 14, 2022 are entitled to notice of, and to vote at, the meeting.

meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. YOU MAY SUBMIT YOUR COMPLETED PROXY CARD VIA MAIL USING THE ENVELOPE PROVIDED OR BY FACSIMILE OR EMAIL AS INSTRUCTED IN THE PROXY STATEMENT. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THAT TIME AND VOTE IN PERSON. In addition, due to social distancing protocols related to theIN ADDITION, DUE TO SOCIAL DISTANCING PROTOCOLS RELATED TO THE COVID-19 pandemic mandated by state and local authorities, space may be limited and seating at the meeting will be available on a first-come, first-served basis, so you are strongly encouraged to vote your shares in advance of the meeting.

PANDEMIC MANDATED BY STATE AND LOCAL AUTHORITIES, SPACE MAY BE LIMITED AND SEATING AT THE MEETING WILL BE AVAILABLE ON A FIRST-COME, FIRST-SERVED BASIS, SO YOU ARE STRONGLY ENCOURAGED TO VOTE YOUR SHARES IN ADVANCE OF THE MEETING.
January 29, 2021
October 1, 2022

By Order of the Board of Directors

Directors
 M. Hunt Broyhill
Chairman of the Board
  
/s/ M. Hunt Broyhill
M. Hunt Broyhill  Chairman of the Board
Chairman of the Board

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on February 19, 2021:

The Proxy Statement is available on our corporate website at http://www.bmcfund.com.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on October 17, 2022.

1

BMC FUND, INC.
800 Hickory Blvd. SW
Lenoir, North Carolina 28645
(Tel.
Tel.: (828) 758-6100)

758-6100 

PROXY STATEMENT

ANNUAL SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 19, 2021ON

GENERALOCTOBER 17

, 2022


This proxy statement is furnished to you in connection with the solicitation by the Board of Directors of BMC Fund, Inc. (the “Fund”) of proxies for use at our annualspecial meeting of shareholders and at any and all adjournments thereof (the “annual“special meeting” or the “meeting”) to be held at the executive offices of the Fund, 800 Hickory Blvd. SW, Lenoir, North Carolina 28645, on Friday, February 19, 2021,Monday, October 17, 2022, at 10:30 a.m., for the purpose of considering and acting upon the matters specified in the accompanying notice of the meeting and detailed below. The Fund is soliciting such proxies by mail on behalf of its Board of Directors and is bearing the expenses of the solicitation. The approximate date that we are first sending this proxy statement and the enclosed proxy form to shareholders is January 29, 2021.

October 1, 2022.


The Board of Directors has fixed the close of business on January 10, 2021September 14, 2022 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. On the record date, 4,933,281 shares[l,888,788 shares] of our common stock were issued and outstanding, each share being entitled to one vote. Information concerning beneficial ownership of our common stock by our principal shareholders and by Fund management is set forth below. See “Beneficial Ownership of Principal Shareholders and Management” and “Certain Beneficial Interests of Directors in the Fund,”Fund” below.


You may vote in person at the annualspecial meeting, vote by proxy using the enclosed proxy card, or vote by proxy via facsimile or email. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.

·To vote in person: Attend the annual meeting, and we will provide you with a ballot upon your arrival.

·To vote by mail: Complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. Your completed, signed and dated proxy card must be received by us before the annual meeting to be counted.

·To vote by facsimile: Complete, sign and date the enclosed proxy card and fax the proxy card to Wendy S. Sims, Secretary and Treasurer of the Fund, at (828) 758-8919. Your completed, signed and dated proxy card must be received by us by 11:59 p.m. eastern time on February 18, 2021 to be counted.

·To vote by email: Complete, sign and date the enclosed proxy card and scan and email the proxy card to Wendy S. Sims, Secretary and Treasurer of the Fund, at wendy@broyhillasset.com. Your completed, signed and dated proxy card must be received by us by 11:59 p.m. eastern time on February 18, 2021 to be counted.


To vote in person:  Attend the special meeting, and we will provide you with a ballot upon your arrival.
To vote by mail:  Complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. Your completed, signed and dated proxy card must be received by us before the special meeting to be counted.
To vote by facsimile:  Complete, sign and date the enclosed proxy card and fax the proxy card to Leah Geates at (828) 758-8919. Your completed, signed and dated proxy card must be received by us by 11:59 p.m. eastern time on October 14, 2022 to be counted.
To vote by email:  Complete, sign and date the enclosed proxy card and scan and email the proxy card to Leah Geates at leah@broyhillasset.com. Your completed, signed and dated proxy card must be received by us by 11:59 p.m. eastern time on October 14, 2022 to be counted.
IMPORTANT NOTE:  In accordance with social distancing protocols related to the COVID-19 pandemic that may be mandated by state and local authorities at the time of the meeting, space may be limited and seating at the meeting will be available on a first-come, first come, first-served basis. Therefore, even if you plan to attend the meeting in person, you are strongly encouraged to vote your shares by mail, facsimile, or e-mail in advance of the meeting as described above.

above.

Shares represented by proxies will be voted by the proxy agents named therein unless such proxies are revoked. The proxy agents will vote the proxies that they hold in accordance with the choices specified by the person giving the respective proxy. If the enclosed proxy card is properly signed and returned to the Fund but reflects no specification as to how the proxy agents should vote, the proxy agents will vote the shares represented thereby for the electionapproval of the slate of nomineesProposal 1 listed on the proxy.

2
Any shareholder who submits the accompanying proxy card has the right to revoke it by notifying the Secretary of the Fund in writing at any time prior to the voting of the proxy. A proxy is suspended if the person giving the proxy attends the meeting and elects to vote in person.


The holders of a majority of the shares entitled to vote, represented in person or by proxy, constitute a quorum for purposes of the matters to be considered at the annualspecial meeting. Once a share is represented for any purpose at a meeting, it is considered present for quorum purposes for the remainder of the meeting and any adjournment thereof (unless a new record date is set for the adjourned meeting). Abstentions and shares which are withheld as to voting with respect to a proposal are counted in determining the existence of a quorum, but shares held by a broker, as nominee, and not voted on any matter will not be counted for determining the existence of a quorum.


Brokers who are members of the New York Stock Exchange, Inc. (“NYSE”) and who hold shares of our common stock in street name for beneficial owners have authority to vote on certain items when they have not received instructions from beneficial owners. Under the rules of the NYSE, the proposal to elect directors of the FundProposal 1 is a “non-discretionary” item, which means that brokers that have not received voting instructions from beneficial owners with respect to this matter may not vote on the proposal.

Assuming


Approval of Proposal 1, the existenceInvestment Management Agreement proposal described below, requires the vote of a quorum, the persons receiving a plurality“1940 Act majority” of the votes cast byoutstanding voting securities of the sharesFund. For these purposes and as used herein, a “1940 Act Majority” is the vote of (1) 67% or more of the voting securities of the Fund entitled to vote will be elected as directors. Abstentions, shares which are withheld as to voting with respect to a proposal and shares held of record by a broker, as nominee,on the Proposal that are not voted with respectpresent at the meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding voting securities entitled to a proposal will not be counted as a vote in favor of or against the proposal and, therefore, will have no effect on the election of directors.

Proposal, whichever is less.


The Board of Directors is not aware of any business to come before the meeting other than the matters described in the accompanying notice of the meeting. If any other matters of business are properly presented at the meeting, however, the proxy agents will vote upon such matters in accordance with their best judgment.


PROPOSAL 1 — ELECTION- APPROVAL OF DIRECTORS

Our bylaws provide that the number of directors ofINVESTMENT MANAGEMENT AGREEMENT

Proposal 1 is being presented to shareholders to approve an Investment Management Agreement (the “Agreement”) between and the Fund shalland Broyhill Asset Management, LLC, a registered investment adviser (“BAM” or the “Adviser”). The Fund has been internally managed since its inception without using the services of an investment adviser. If shareholders approve Proposal 1, the same investment personnel who have historically provided services for the Fund will continue to provide services for the Fund via BAM. The Adviser will continue to provide the same nature, extent, and quality of services that have historically been provided to the Fund. Approval of Proposal 1 is prompted by a restructuring of how the Fund is managed but is not designed or anticipated to increase what the Fund or Fund shareholders pay for advisory services.

BAM was founded in June 1998 as Broyhill Wakin Capital Advisers, LLC and changed its name to Broyhill Asset Management, LLC on July 1, 2008. The business, solely owned by M. Hunt Broyhill from 2008-2022, originated as a way for a small group of close clients to invest alongside the Broyhill Family Office. In 2022, Broyhill Asset Management began transitioning to a multi-family office and added Christopher R. Pavese, President & CIO, as the primary owner, alongside M. Hunt Broyhill, who retains a key beneficial ownership stake. BAM provides various investment services to individuals, trusts, foundations and other institutions on a discretionary basis. BAM manages $117,291,047 of assets, comprised of $88,276,900 of discretionary assets and $29,014,147 of non-discretionary assets, as of December 31, 2021. BAM does not participate in any wrap programs.

The Fund has not historically paid an investment advisory fee, but has instead covered the expenses of employing its advisory personnel. Per the Agreement, the Adviser will be not less than three nor more than 15. On December 11, 2020, followingpaid an annual fee of 0.80%, billed quarterly in arrears based on the death of W. Charles Campbell on November 29, 2020, the Board of Directors decreased the size of the Board from 12 to 11 directors, effectively immediately. The members of the Board of Directors who are considered not to be “interested persons”net asset value of the Fund as of the prior quarter end, adjusted for capital transactions. [This is expected to be roughly equivalent to what the Fund has historically paid for advisory services.] BAM is not aware of any financial condition that is reasonably likely to impair its financial ability to fulfill its commitment to the Fund
3
under the proposed Agreement. The Adviser does not expect to achieve any economies of scale or ancillary benefits from the Fund, as it does not manage any similar vehicles or other investment companies.

There are no brokers that are affiliated with the Adviser.

Material Board Factors and Conclusions

At a meeting of the Board held on August 25, 2022 (the “Meeting”), the Board, including a majority of those trustees of the Fund who are not “interested persons” (as that term is defined in the Investment Company Act1940 Act) of 1940, as amendedBroyhill Asset Management, LLC (“BAM” or the “Adviser”) or of the Fund (the “1940 Act”“Independent Trustees”), haveconsidered and approved the selectionproposed Investment Management Agreement between the Fund and nominationBAM (the “Management Agreement), as being in the best interests of the Fund and its shareholders. In approving the Management Agreement, the Board considered information furnished and discussed, including materials provided throughout the year and discussions at Board meetings with management and counsel to the Fund. In connection with the approval, the Board considered information and materials provided by the Adviser specifically in relation to the consideration of the approval of the Management Agreement in response to requests for information on behalf of the Trustees, including at the Board meeting held in July 2022.

In their deliberations, the Board considered a range of materials and information, including information regarding the nature, extent and quality of services proposed to be provided by BAM; the Adviser’s personnel and operations; the Fund’s proposed expense level; the anticipated profitability to the Adviser under the proposed Management Agreement; historical Fund performance; and any potential “fall-out” benefits to the Adviser (i.e., any ancillary benefits realized by the Adviser from its relationship with the Fund). In addition to evaluating, among other things, the written information provided by BAM, the Board also considered the presentations from BAM as well as responses to questions posed by the Board to representatives of BAM.

Based on the review, the Board, including each candidateof the Independent Trustees, unanimously concluded that it was in the best interests of the Fund and its shareholders to approve the proposed Management Agreement. In its deliberations, the Board did not identify any single factor or group of factors as dispositive or controlling, but considered all factors deemed relevant, and may have assigned different weights to various factors in accordance with its reasonable business judgment. The material factors and conclusions that formed the basis for the Board’s determinations are discussed below.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the services to be provided by BAM, the Board reviewed information describing the financial condition, resources and key personnel of BAM, and considered that the personnel who if elected,have historically provided investment management services to the Fund are proposed to continue to provide the same level of services under the proposed Management Agreement. The Board recognized the significant investment of time, capital, human resources and institutional knowledge brought to bear by such personnel under the Fund’s current, internally managed structure and noted that the services proposed to be provided under the proposed Management Agreement would be a directorcontinuation via BAM of the same nature, extent and quality of services that has resulted in the successful operation and internal management of the Fund to date.

The Board then considered BAM’s proposed role and capabilities in the management of the Fund’s assets, including the oversight and supervision of Fund service providers. The Board also noted BAM’s description of its procedures to provide ongoing oversight and supervision of compliance with the Fund’s procedures, investment objectives, policies and restrictions. The Board noted the administrative services proposed to be overseen pursuant to a subcontract with Agile Fund Solutions, LLC an E78 Partners Company (“Agile”), for certain finance, back office, middle office functions, including general ledger accounting, fund accounting, investor relations and other administrative services. The Board further considered, among other things, BAM’s proposed role in sourcing, analyzing and executing on investment decisions though its personnel on behalf of the Fund. ACA Group, formerly Foreside, provides compliance advisory services to BAM.

The Board and the Independent Trustees determined that they were satisfied with the nature, extent and quality of the services proposed to be provided to the Fund by BAM, the experience and capabilities of BAM’s personnel, BAM’s demonstrated capability to collaborate with and oversee Agile, as well as BAM’s financial condition and related capability to allocate resources necessary to successfully manage the Fund’s portfolio.
4
Review of Investment Performance.  The Board and the Independent Trustees considered that there was anticipated to be continuity of portfolio management functions with respect to the Fund under the 1940 Act. proposed Management Agreement. In that regard, the Board reviewed and considered discussions with BAM regarding the Fund’s historical investment performance, including as compared to the performance of  relevant benchmark indices.

Costs of Services Provided and Profitability.  The Board then considered the Adviser’s proposed fee under the Management Agreement and the projected gross and net expense ratios (each as a percentage of average net assets) of the Fund. The Board also discussed anticipated costs and projected profitability of the Adviser in connection with its serving as investment adviser to the Fund, including operational costs.

The Board determined that, based on the information reviewed, the Adviser’s proposed management fees, and the projected total expense ratio with respect to the Fund were reasonable in relation to the services proposed to be rendered to the Fund by BAM pursuant to the Management Agreement and costs expected to be incurred and potential benefits to be gained by the Adviser in providing such services.

Economies of Scale.  The Board considered the extent to which economies of scale would be realized as the Fund grows. The Board considered that the Fund is run in a different manner than the Adviser’s core business which is primarily managing investments for high net worth clients; therefore, the Adviser gains limited synergies from the Fund other than the employees who work collectively and collaboratively on all products managed by the Adviser. In that regard, the Board noted significant economies of scale are not expected in connection with providing services to the Fund.

Other Benefits.  The Board considered other benefits that may accrue to BAM from its relationship with the Fund, noting that the Adviser may potentially benefit from its relationship with the Fund in the sense that the success of the Fund could attract other business to BAM. The Board also considered that the Adviser may experience reputational “fall-out” benefits based on the success of the Fund, but that such benefits are not easily quantifiable. The Board noted that overall, due to the nature of the Adviser’s business, significant fall-out benefits were not anticipated.

Overall Conclusions.  Based on all of the information considered and the conclusions reached, the Board, including a majority of the Independent Trustees, determined that the terms of the Management Agreement were fair and reasonable and that the approval of the Management Agreement is in the best interests of the Fund. The Board, including a majority of the Independent Trustees, approved the Management Agreement.

Voting

Unless contrary action is specified by a shareholder on the enclosed proxy card, the proxy agents named in the proxy card intend to vote the proxies received by them for the electionapproval of the 11 nominees listed below, who, if elected, will hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified, until their earlier death, resignation, removal or disqualification or until there is a decrease in the number of directors.

If any of the nominees will be unable or unwilling to serve, the proxies will be voted for a replacement nominee designated by the present Board of Directors or the number of directors to be elected will be reduced.

The corporation laws of North Carolina, under which the Fund is incorporated, provide that shareholders of a company, such as the Fund, incorporated before July 1, 1957, under a charter not granting the right of cumulative voting and which has at the time of the election of directors one shareholder who owns or controls more than 25% of the company’s voting stock, shall have the right to cumulate their votes for directors. Because no shareholder currently owns or controls more than 25% of the Fund’s voting shares, cumulative voting will not be available to shareholders of the Fund at the meeting.


Information About Director Nominees

The following table provides certain information about the nominees for election as directors of the Fund.

Director Nominees Who Are Interested Persons


Name,
Address and Age

Position(s)
Held
with Fund

Term of
Office and
Length of
Time
Served(1)

Principal

Occupation(s)

During Past 5 Years and

Other Biographical Information

Other
Directorships
Held by
Director During
Past 5 Years

James T. Broyhill (93)(2)
1244 Arbor Road Box A410
Winston-Salem, NC 27104

Director
Vice Chairman

Since 1976
Since 2005

Retired; Director of Shepherd Street Equity Fund (1998-2008); President of Old Clemmons School Properties, Inc. (1998-present); former Secretary of the North Carolina Department of Commerce (1989-1991); former Chairman of the North Carolina Economic Development Board (1987-1989); former member, U.S. Senate (1986); former member, U.S. House of Representatives (1963-1986)

None

M. Hunt Broyhill (56)(3)
1870 9th Street Court, NW
Hickory, NC 28601

Director
Chairman
President
Vice President		Since 2008
Since 2014
Since 2007
2001-2007

Chairman of the Fund since February 2014; President of the Fund since February 2007; former Vice President of the Fund (2001-2007); Chief Executive of Broyhill Asset Management, LLC (1997-present); Director and President of Broyhill Investments, Inc. (1988-present); Director (1983-present) and President of Broyhill Family Foundation, Inc. (1988-present); Manager and Vice President of P. B. Realty, LLC (formerly P. B. Realty, Inc.) (1995-present)

Capitala Finance Corp. (Feb. 2013-present)



Name,
Address and Age

Position(s)
Held
with Fund

Term of
Office and
Length of
Time
Served(1)

Principal

Occupation(s)

During Past 5 Years and

Other Biographical Information

Other
Directorships
Held by
Director During
Past 5 Years

Paul H. Broyhill (96)(2)
135 Claron Place, S.E.
Lenoir, NC 28645		Director
Chairman Emeritus
Chief Executive Officer
Chairman

Since 1976
Since 2014

2001-2014

1976-2014

Director of the Fund since 1976; Chairman Emeritus of the Fund since February 2014; former Chairman (1976-2014) and Chief Executive Officer of the Fund (2001-2014); former President of the Fund (2001-2007); Director (1972-present) and Chairman of Broyhill Investments, Inc. (1988-present); Director (1946-present) and Chairman of Broyhill Family Foundation, Inc. (1988-present); former President of Broyhill Family Foundation, Inc. (1980-1988); Manager and President of P. B. Realty, LLC (formerly P. B. Realty, Inc.) (1983-present)

None
Carol Frye (63)(4)
1009 Frosty Lane, NE
Lenoir, NC 28645		Secretary
and
Treasurer		2001- 2018

Retired; former Secretary and Treasurer of the Fund (2001- 2018); former Secretary and Treasurer of P.B. Realty, LLC (formerly P.B. Realty, Inc.) (2001- 2018); former Secretary and Treasurer of Broyhill Investments, Inc. (2000- 2018); Director (2001-present) and former Secretary and Treasurer of Broyhill Family Foundation, Inc. (2003- 2018)

None
Jan E. Gordon (69)(2)
3075 Rolling Woods Drive
Palm Harbor, FL 34683		DirectorSince 2001

Retired; former election assistant, Pinellas County, FL Supervisor of Elections (1992-2005)

None
J. William Stevens (73)(2)
2659 Club Park Road Winston-Salem, NC 27104		DirectorSince 2020Private InvestorNone


Other Director Nominees


Name,
Address and Age

Positions
Held
with Fund

Term of
Office and
Length of
Time
Served(1)

Principal

Occupation

During Past 5 Years and

Other Biographical Information

Other
Directorships
Held by
Director During
Past 5 Years

Kevin P. Boudreau (57)
117 Shannon Court
Rocky Mount, NC 27804		DirectorSince 2011

Vice President of Tax and Risk Management, Boddie-Noell Enterprises, Inc., a diversified company with interests in restaurant and land-development projects (2005-present)

None
Margaret M. “Peg” Broyhill (77)
1995 Cedar Rock Estates
Lenoir, NC 28645		DirectorSince 2015

Retired; former Resident Branch Manager (Lenoir, NC office) (1993-2017) and Senior Vice President of Wells Fargo Advisors (1995-2017)

None
R. Donald Farmer (73)
375 River Haven Drive
Taylorsville, NC 28681		DirectorSince 2008

President of Don Farmer, CPA, PA, an independent public accounting firm and producer of federal income tax seminars and seminar materials (1984-present)

None
Robert G. Fox, Jr. (71)
330 Lams Way
Vilas, NC 28692		DirectorSince 2008

President of RGF Consulting, Inc., a financial consulting services provider (2010-present); former Chief Banking Officer of NewDominion Bank (2005-2010); Executive Vice President of First Charter Bank/First Charter Corporation (1993-2005)

None
Mark E. Roberts (58)
511 Tarrytown Center
Rocky Mount, NC 27804		DirectorSince 2014Chief Investment Officer of Ironsides Asset Advisors, LLC, a registered investment advisory firm (2009-present); Chief Investment Officer of Biltmore Family Offices, LLC (2013- 2017); former Director of Global Equities and Hedged Strategies, State of North Carolina Retirement System (2003-2009)None

(1)Directors are elected to serve a one-year term at each annual meeting and until their respective successors have been elected and qualified, until their earlier death, resignation, removal or disqualification or until there is a decrease in the number of directors.

(2)Messrs. James Broyhill and Paul Broyhill, Mr. Stevens and Ms. Gordon are interested persons within the meaning of the 1940 Act by virtue of their beneficial ownership of more than five percent of the Fund’s common stock. See “Beneficial Ownership of Principal Shareholders and Management” below. Mr. James Broyhill is also an interested person by virtue of his serving as Vice Chairman of the Fund. Messrs. James Broyhill and Paul Broyhill are brothers.


(3)Mr. M. Hunt Broyhill is the son of Paul H. Broyhill. Mr. Broyhill is an interested person by virtue of his serving as Chairman and President of the Fund and his beneficial ownership of more than five percent of the Fund’s common stock.

(4)Ms. Frye is an interested person by virtue of her prior service as Secretary and Treasurer of the Fund.

The Fund consists of a single fund managed internally by its Board of Directors (on October 31, 2020, the Board of Directors managed investment securities valued at approximately $94.8 million). Accordingly, information called for by the disclosure rules of the Securities and Exchange Commission (the “Commission”) relating to the number of portfolios in the fund complex overseen by the directors is not applicable.

Director Qualifications

The following describes the experience, qualifications, attributes or skills that led to the conclusion that each nominee should serve as a director of the Fund:

Director Nominees Who Are Interested Persons

James T. Broyhill – Mr. Broyhill has substantial board and public service experience. He has expertise in investment company matters through his service as a founding director ofInvestment Management Agreement between the Fund and previous service as a director of another investment company. He has served as Vice Chairman of the Board of Directors of the Fund since 2005 and is a member of the Fund’s Investment Committee. Mr. Broyhill is a former member of the U.S. Senate and U.S. House of Representatives.

M. Hunt Broyhill – Mr. Broyhill has substantial executive experience in the investment company and investment management industries. He has served as Chairman of the Board of Directors since February 2014, President of the Fund since 2007, a director of the Fund since 2008, and previously served as Vice President of the Fund. Mr. Broyhill is a member of the team that is responsible for day-to-day management of the Fund’s portfolio, and he chairs the Fund’s Investment Committee. He is Chief Executive of Broyhill Asset Management, LLC, a registered investment advisory firm. Mr. Broyhill also has significant experience in the areas of private equity/mezzanine capital and investment real estate. In addition, he currently serves as director and President of Broyhill Investments, Inc. and Broyhill Family Foundation, Inc., and is a manager and Vice President of P. B. Realty, LLC.

Paul H. Broyhill – Mr. Broyhill has substantial investment company, senior executive and board experience. He is a founding director of the Fund and has served as Chairman Emeritus of the Board of Directors since February 2014. He served as Chairman of the Board of Directors from 1976 to February 2014 and as Chief Executive Officer from 2001 to February 2014. He is a member of the Fund’s Investment Committee and previously served as a member of the team responsible for day-to-day management of the Fund’s portfolio. Mr. Broyhill previously served as a director of Mackenzie Funds, Inc. Mr. Broyhill has extensive business experience, having previously served as President and Chairman of Broyhill Furniture Industries, Inc., and was a member of the Board of Directors of the American Furniture Manufacturers Association. Mr. Broyhill currently serves as director and Chairman of Broyhill Investments, Inc. and Broyhill Family Foundation, Inc., and is a manager and President of P. B. Realty, LLC.

Management.

Carol Frye – Ms. Frye has expertise in investment company matters through her service as Secretary and Treasurer of the Fund from 2001 until December 2018. Ms. Frye is a former director of Broyhill Family Foundation, Inc. She also has extensive service in various civic and community organizations.

Jan E. Gordon – Ms. Gordon has expertise in investment company matters through her service as a director of the Fund since 2001. She has business leadership experience resulting from previous ownership and management of a small business. Ms. Gordon has extensive service in various civic organizations.

J. William Stevens – Mr. Stevens has extensive expertise as a private investor and has served as a director of the Fund since 2020. He also has extensive service in various civic and community organizations.

Other Director Nominees

Kevin P. Boudreau – Mr. Boudreau has substantial accounting and business experience as a certified public accountant for over thirty years. He leads the areas of corporate tax, personal financial planning, family and shareholder services, family business governance and risk management for Boddie-Noell Enterprises, Inc., its multiple related entities and shareholders. He previously worked in the tax and audit departments of KPMG LLP. He has spoken on family business topics and is a founding board member of the Carolinas Family Office Forum.

Margaret M. “Peg” Broyhill – Mrs. Broyhill has substantial executive experience and expertise in the financial services industry. Prior to her retirement in 2017, she served clients for over twenty years with Wells Fargo Advisors (formerly Wachovia Securities, formerly Interstate/Johnson Lane), including as a financial advisor, resident branch manager and Senior Vice President.

R. Donald Farmer – Mr. Farmer has substantial experience as a certified public accountant for over forty years. He is well known throughout the public accounting industry as a leading producer and presenter of federal income tax seminars and seminar materials. Mr. Farmer has expertise in investment company matters through his service as a director of the Fund since 2008. He chairs the Fund’s Audit Committee and has been determined by the Board to be an “audit committee financial expert.” Mr. Farmer is also a member of the Fund’s Valuation Committee and Nominating Committee.

Robert G. Fox, Jr. – Mr. Fox has substantial executive experience and expertise in the banking industry. He has nearly forty years of banking experience, including service as a former director, President and Chief Banking Officer of NewDominion Bank. Mr. Fox has expertise in investment company matters through his service as a director of the Fund since 2008. He chairs the Fund’s Valuation Committee and Nominating Committee.


* * *

Mark E. Roberts – Mr. Roberts has substantial experience and expertise in asset allocation, manager selection and portfolio construction. Mr. Roberts has nearly twenty years of investment experience with high net worth families, endowments, corporations, investment management firms and financial institutions. He holds a Chartered Financial Analyst (CFA) designation. He is a member of the Fund’s Investment Committee and Nominating Committee.

The Board of Directors recommends a vote FOR the entire slate of nominees set forth above.


BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT

EXECUTIVE OFFICERS

The following table provides certain information about the executive officers of the Fund who do not serve on the Board of Directors:

Name,
Address and Age

Positions Held
with Fund

Term of Office
and Length
of Time
Served

Principal Occupation During
Past 5 Years and

Other Biographical Information

Danny A. Gilbert (54)
603 Stonecroft Ct. SE Lenoir, NC 28645		Vice President and Chief Financial Officer

Since 2018

Since 2020

Vice President (since February 2018) and Chief Financial Officer of the Fund (since January 2020); Chief Compliance Officer of the Fund (June 2017-December 2019); Vice President of Broyhill Family Foundation, Inc. (since 2019); Vice President of P.B. Realty, LLC (formerly P.B. Realty, Inc.) (since 2019); former Assistant City manager and Finance Director, City of Lenoir, NC (2006-2016)
Christopher R. Pavese (44)
6011 Old Providence Rd. Charlotte, NC 28226		Vice President and Chief  Investment Officer

Since 2013

Since 2011

Vice President (since 2013) and Chief Investment Officer of the Fund (since 2011); Chief Investment Officer of Broyhill Asset Management, LLC (since 2008); Portfolio Manager of the Fund (2005-2011)
Alan R. Deal (56)       5304 Grace Dr      Hickory, NC 28601Chief Compliance OfficerSince 2020Chief Compliance Officer of the Fund (since January 2020); former Controller, Protect Plus and Imagine One Companies (August 2002-April 2019)
Wendy S. Sims (35)
814 Rockhouse Way SE
Lenoir, NC 28645		Secretary and TreasurerSince 2018Secretary and Treasurer of the Fund (since December 2018); Secretary and Treasurer of Broyhill Investments, Inc. (since December 2018); Secretary and Treasurer of P. B. Realty, LLC (formerly P. B. Realty, Inc.) (since December 2018); Assistant Secretary and Assistant Treasurer of the Fund (August 2018-December 2018); Senior Inventory Fulfillment Specialist, Lowe’s Companies, Inc. (October 2012-March 2018)


CORPORATE GOVERNANCE

Board Composition

In accordance with the requirements of the 1940 Act and the Fund’s Corporate Governance Guidelines, at least 40% of the members of the Fund’s Board of Directors must not be interested persons of the Fund. The Board has determined that Kevin P. Boudreau, Margaret M. “Peg” Broyhill, R. Donald Farmer, Robert G. Fox, Jr., and Mark E. Roberts are not interested persons of the Fund.

Committees

The Board of Directors has an Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which committee operates under a written charter adopted by the Board in July 2000, as amended and restated by the Board on July 26, 2003 and as further revised on February 24, 2007 and June 3, 2016. A copy of the Audit Committee’s charter is available on the Fund’s website (http://www.bmcfund.com). The Audit Committee currently consists of Kevin P. Boudreau, R. Donald Farmer (Chairman) and Robert G. Fox, Jr. Each such Audit Committee member is an “independent director,” as defined under NYSE rules, and not an interested person of the Fund (the requirements of the NYSE are not applicable to the Fund). The Audit Committee is directly responsible for the hiring, firing, overseeing the work of and determining the compensation for the Fund’s independent registered public accounting firm (subject to the requirement of the 1940 Act that a majority of the Fund’s directors who are not interested persons of the Fund ratify the selection of the independent registered public accounting firm). The independent registered public accounting firm reports directly to the Audit Committee.

The Board of Directors has an Investment Committee, the members of which are James T. Broyhill, M. Hunt Broyhill (Chairman), Paul H. Broyhill, Christopher R. Pavese (Vice President and Chief Investment Officer of the Fund), Mark E. Roberts and J. William Stevens. Each member of the Investment Committee is an interested person of the Fund except Mr. Roberts. The Investment Committee is responsible for reviewing the Fund’s investments at the request of management. Under the Fund’s Investment Policy Statement, the Investment Committee has substantial oversight responsibility with respect to the Fund’s investments.

The Board of Directors has a Nominating Committee, the members of which are R. Donald Farmer, Robert G. Fox, Jr. (Chairman) and Mark E. Roberts. The Board has determined that each member of the Nominating Committee is an “independent director,” as defined under NYSE rules, and not an interested person of the Fund. The Nominating Committee is responsible for identifying and recommending to the Board qualified candidates for Board membership. The Nominating Committee was formed on September 28, 2004 and operates under a written charter adopted by the Board on December 8, 2004. A copy of the Nominating Committee’s charter is available on the Fund’s website (http://www.bmcfund.com).

The Board of Directors has a Valuation Committee, the members of which are R. Donald Farmer, Carol Frye and Robert G. Fox, Jr. (Chairman). Ms. Frye is the only member of the Valuation Committee who is also an interested person of the Fund. The purpose of the Valuation Committee is to assist the Board of Directors in its duty to determine the valuation of the assets of the Fund in accordance with the Fund’s Asset Valuation Procedures.


Board Leadership Structure and Risk Oversight

M. Hunt Broyhill, an interested person of the Fund, is the President and Chairman of the Board of the Fund, and the Board has determined that thisthe Fund’s current leadership structure is appropriate for the Fund. We believe that the strength of our non-interested directors and our overall governance practices minimize any potential conflicts that otherwise could result from combining the positions of President and Chairman. The Board does not have a lead independent director. However, at least once per year, the directors who are not interested persons of the Fund (as well as the Fund’s Chief Financial Officer and Secretary/Treasurer) meet in executive session with the Fund’s Chief Compliance Officer (CCO), who oversees the implementation of Compliance Policies and Procedures that are reasonably designed to minimize the risk of violations of the federal securities laws. The Fund’s interested directors may not attend such sessions. One non-interested director presides at each such executive session. In addition to meeting at least once per year with the directors who are not interested persons of the Fund, the CCO provides presentations to the Board at its quarterly meetings. The Board has approved the Fund’s Compliance Policies and Procedures and reviews the CCO’s reports with respect thereto, including the CCO’s annual written report on the operation of such Compliance Policies and Procedures. Further, the Board reviews quarterly the adequacy and

5
effectiveness of the Fund’sFund ‘s Compliance Policies and Procedures. The Board annually appoints or reappoints the CCO and approves his compensation.

Our Board has overall responsibility for risk oversight. The Board as a whole, exercises its oversight responsibilities with respect to actual and potential risks, including investment, compliance, operational and valuation risks, as well as cybersecurity risk. The Board has delegated oversight of certain types of risks to its committees, primarily the Investment Committee, Audit Committee and Valuation Committee. With respect to cybersecurity risk, the Audit Committee engages regularly with the CCO to understand the internal and external cybersecurity threats to and vulnerabilities of the Fund’s information and technology systems, and periodically assesses the effectiveness of the Fund’s Compliance Policies and Procedures, reporting its findings to the Board. In addition, the Fund’s independent registered public accounting firm meets annually with the Audit Committee with respect to various aspects of risk management, as well as applicable events and circumstances that have arisen, if any, and responses thereto.

Meeting and Attendance

During the fiscal year ended October 31, 2020,2021, our Board held fourfive meetings, the Audit Committee held    three meetings, the Investment Committee held four meetings, the Nominating Committee held one meeting, and the Valuation Committee held four meetings. In addition, the members of the Board who are not interested persons of the Fund held one meeting. Each incumbent member of the Board of Directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the fiscal year ended October 31, 2020.2021. Under our Corporate Governance Guidelines, all directors are expected to make every effort to attend meetings of the Board, the committees of which they are members and the annual meeting of shareholders. All members of the Board of Directors attended the 20202021 annual meeting of shareholders.


Procedures for Director Nominations

In accordance with our Corporate Governance Guidelines, members of the Board are expected to collectively possess a broad range of skills, industry and other knowledge and expertise, and business and other experience useful for the effective oversight of the Fund’s business. The Nominating Committee is responsible for identifying and recommending to the Board qualified candidates for membership. Candidates are evaluated based on criteria established from time to time by the Board and the criteria identified in the Corporate Governance Guidelines. These criteria include, but are not limited to:

·Integrity, demonstrated sound business judgment and high moral and ethical character;

·Diversity of viewpoints, backgrounds, experiences and other demographics;

·Business or other relevant professional experience;

·Capacity and desire to represent the balanced, best interests of the Fund and its shareholders as a whole and not primarily a special interest group or constituency;

·Ability and willingness to devote time to the affairs and success of the Fund and in fulfilling the responsibilities of a director; and

·The extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to the needs of the Fund.

The Nominating Committee is authorized to develop additional policies regarding Board size, composition and member qualification. Neither the Nominating Committee nor the Board has adopted a formal policy regarding diversity. However, the Board intends to keep a diversity of skills and attitudes in its board makeup, and it assesses those qualities in all incumbent directors and potential director nominees. The Nominating Committee evaluates suggestions concerning possible candidates for election to the Board submitted to the Fund, including those submitted by Board members and shareholders. All candidates, including those submitted by shareholders, will be similarly evaluated by the Nominating Committee using the Board membership criteria described above and in accordance with applicable procedures. Once candidates have been identified, the Nominating Committee will determine whether such candidates meet the qualifications for director nominees established in the Corporate Governance Guidelines or under applicable laws, rules or regulations. The Board, taking into consideration the recommendations of the Nominating Committee, is responsible for selecting the nominees for director and for appointing directors to fill vacancies.

The Nominating Committee has authority to retain and approve the compensation of search firms to be used to identify director candidates. No third party is currently retained by the Nominating Committee to identify such candidates.


As noted above, the Nominating Committee will consider qualified director nominees recommended by shareholders when such recommendations are submitted in accordance with applicable Commission requirements, the Fund’s bylaws and Corporate Governance Guidelines and any other applicable law, rule or regulation regarding director nominations. When submitting a nomination to the Fund for consideration, a shareholder must provide certain information that would be required under applicable Commission rules, including the following minimum information for each director nominee: full name, age and address; principal occupation during the past five years; current directorships on publicly held companies and investment companies; and number of shares of Fund common stock owned, if any.

Shareholder Communications with Directors

Any shareholder desiring to contact the Board, or any specific director(s), may send written communications to: Board of Directors (Attention: (Name(s) of director(s), as applicable)), c/(c/o the Fund’s Secretary, 800 Hickory Blvd. SW, Lenoir, North Carolina 28645.28645). Any proper communications so received will be processed by the Secretary. If it is unclear from the communication received whether it was intended or appropriate for the Board, the Secretary will (subject to any applicable regulatory requirements) use her judgment to determine whether such communication should be conveyed to the Board or, as appropriate, to the member(s) of the Board named in the communication.


AUDIT COMMITTEE REPORT

As noted above, the Audit Committee is directly responsible for hiring, firing, overseeing the work of and determining the compensation for the Fund’s independent registered public accounting firm (subject to the requirement of the 1940 Act that a majority of the Fund’s directors who are not interested persons of the Fund ratify the selection of the independent registered public accounting firm). The independent registered public accounting firm reports directly to the Audit Committee.

Management is responsible for preparing the Fund’s financial statements. The independent registered public accounting firm is responsible for performing an independent audit of the Fund’s audited financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In this context, the Audit Committee has reviewed and discussed the audited financial statements with management and the independent registered public accounting firm. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board and the Commission.

The Fund’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence.

Based on the above discussions and review with management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Fund’s annual report to shareholders for the fiscal year ended October 31, 2020, for filing with the Commission.

Respectfully submitted by the Audit Committee:
R. Donald Farmer (Chairman)
Kevin P. Boudreau
Robert G. Fox, Jr.


ADMINISTRATION OF THE FUND

Administration of the Fund is primarily the responsibility of the Fund’s Chairman and President, M. Hunt Broyhill, its Vice President and Chief Financial Officer, Danny A. Gilbert, its Vice President and Chief Investment Officer, Christopher R. Pavese, CFA, its Chief Compliance Officer and Treasurer Alan R. Deal, and its Secretary and Treasurer, Wendy S. Sims.Leah Geates. The Fund’s portfolio is managed primarily by M. Hunt Broyhill and Christopher R. Pavese, under the supervision of the Board of Directors. The Fund does not have an external investment adviser.

The Custodian of the Fund’s portfolio securities is Northern Trust Corporation, pursuant to a Custody Agreement dated as of July 9, 2010.

MANAGEMENT

Executive Officers

The executive officers of the Fund are M. Hunt Broyhill, age 56 (Chairman and President), Danny A. Gilbert, age 5455 (Vice President and Chief Financial Officer), Christopher R. Pavese age 4445 (Vice President and Chief Investment Officer), Alan R. Deal, age 5657 (Chief Compliance Officer), and Wendy S. Sims, age 35 (Secretary and Treasurer). M. Hunt Broyhill and Christopher R. Pavese have served in executive capacities with the Fund for more than fivesix years. Danny A. Gilbert joined the Fund in June 2017 and became an executive officer of the Fund in February 2018, Wendy S. Sims joined the Fund in April 2018 and became an executive officer of the Fund in December 2018, and Alan R. Deal joined the Fund in May 2019 and became an executive officer of the Fund in January 2020.

6
Compensation

For the fiscal year ended October  31, 2020,2021, M. Hunt Broyhill, Danny A. Gilbert, Christopher R. Pavese, and Alan R. Deal, and Wendy S. Sims were paid $92,869, $44,338, $212,860, $30,488, and $47,766,$102,890, $48,105, $240,567, $33,436, respectively, for their services to the Fund as executive officers. These salary amounts include a 401(k) plan employer safe harbor contribution in the amount of 3% of each employee’s salary.

Directors other than those who are officers of the Fund or who are related by blood or marriage to the Broyhill family (with the exception of Ms. Gordon) are paid $3,000 per year, plus $1,000 per meeting attended (or $500 for participating in a Board meeting by telephone), for service on the Board during a full year. Each such director is paid an additional $1,000 for each day of attending a committee meeting held other than on the date of a Board meeting (or $500 for participating in such a committee meeting by telephone). In addition, all directors are reimbursed for their reasonable expenses incurred in attending meetings.

The following table sets forth the aggregate compensation from the Fund for the fiscal year ended October 31, 2020,2021, for each director and for each of the only two officers who received compensation from the Fund in excess of $60,000:


 

Name of Person; Position

  

Aggregate Compensation
From Fund

 
James T. Broyhill; Director, Vice Chairman $0 
M. Hunt Broyhill; Director, Chairman, President $92,869 
Paul H. Broyhill; Director, Chairman Emeritus $0 
W. Charles Campbell; Director  (1) $8,000 
Jan E. Gordon; Director $5,000 
J. William Stevens; Director $0 
Kevin P. Boudreau; Director $7,000 
Margaret M. “Peg” Broyhill; Director $7,000 
R. Donald Farmer; Director $11,000 
Robert G. Fox, Jr.; Director $11,000 
Carol Frye; Director, Former Secretary and Treasurer $11,000 
Mark E. Roberts; Director $8,000 
Christopher R. Pavese; Vice President and Chief Investment Officer $212,860 

Name of Person; Position(1)Mr. Campbell died on November 29, 2020.Aggregate Compensation from Fund
M. Hunt Broyhill; Director, Chairman, President$102,590
R. Donald Farmer; Director$9,500
Mark E. Roberts; Director$11,250
Christopher R. Pavese; Vice President and Chief Investment Officer$240,567

CERTAIN TRANSACTIONS

The Fund leases its executive offices from Broyhill Investments, Inc., a corporation controlled by the Estate of Paul H. Broyhill and members of his family. The terms of the lease provide that the Fund shall pay an annual rental of $30,845$29,460 to Broyhill Investments, Inc. during the term of the lease, which is renewed on an annual basis.

INDEPENDENT AUDITORS AND AUDIT FEES

Selection of Auditors

The Audit Committee of the Board of Directors of the Fund, at a meeting to be held prior to the annual meeting of shareholders, intends to select the firm of Dixon Hughes Goodman LLP as the Fund’s independent registered public accounting firm for the fiscal year beginning November 1, 2020. Dixon Hughes Goodman LLP has served as the Fund’s independent registered public accounting firm since April 17, 2001.

Neither Dixon Hughes Goodman LLP nor any of its members has any direct or indirect financial interest in or any connection with the Fund in any capacity other than as a registered independent public accounting firm.

A representative of Dixon Hughes Goodman LLP is expected to attend the annual meeting of shareholders via teleconference. The representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.


Audit Fees

Fees paid by the Fund for the fiscal years ended October 31, 2019 and 2020 by Dixon Hughes Goodman LLP for services rendered are set forth in the following table:

Type of Service Fiscal Year Ended October 31, 2019  Fiscal Year Ended October 31, 2020 
Audit Fees $53,500  $56,000 
Audit-Related Fees $1,078  $0 
Tax Fees $8,000  $8,500 
All Other Fees $0  $2,000 

Audit-related fees include miscellaneous fees incurred in connection with the audit.

Tax fees include fees billed for professional services for tax compliance.

All other fees include fees billed for tax preparation.

During the fiscal year ended October 31, 2020, Dixon Hughes Goodman LLP utilized only full-time, permanent employees in connection with the audit.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires the Audit Committee to approve all audit and permissible non-audit services to be provided by an independent auditing firm. The Audit Committee has established a general pre-approval policy for certain non-audit services, up to a total of $15,000 during any fiscal year. All of the services described above were approved in accordance with the Audit Committee’s pre-approval policy. As a result, none of such services were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.


CERTAIN BENEFICIAL INTERESTS OF
DIRECTORS AND DIRECTOR NOMINEES IN THE FUND

Beneficial Ownership by Directors and Director Nominees in the Fund

Certain information about the dollar range of equity securities of the Fund beneficially owned by the directors and director nominees as of January 10, 2021,September 14, 2022, is set forth in the following table:

Name of Director or Director Nominee 
Dollar Range of Equity
Securities in the Fund
Interested Persons  
James T. Broyhill
Interested Director
 Over $100,000
M. Hunt BroyhillOver $100,000
Paul H. BroyhillOver $100,000
Jan E. GordonOver $100,000
Carol Frye$10,001-$50,000
J. William Stevens Over $100,000
   
Other
Independent Directors
  
Kevin P. Boudreau$10,001-$50,000
Margaret M. “Peg” Broyhill$50,001-$100,000
R. Donald Farmer Over $100,000
Robert G. Fox, Jr.$10,001-$50,000None
Mark E. Roberts None

The Fund consists of a single fund managed internally by its Board of Directors and officers. Accordingly, information called for by the disclosure rules of the Commission relating to the value of securities in various funds within the Fund’s family of funds is not applicable.


7

BENEFICIAL OWNERSHIP
OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT


The following table reflects information concerning directors, director nominees, executive officers and those persons known to the Fund to own beneficially 5% or more of the Fund’s common stock as of January 10, 2021.September 14, 2022. Percentage ownership is based on the 4,933,281 shares[1,888,788 shares] of our common stock that are issued and outstanding as of such date.

  Amount and Nature of Beneficial
Ownership of Common Stock		 
  Voting and
Investment Power		  Percent of Outstanding Common Stock 
Name Sole  Shared    
James T. Broyhill  1,701   878,863(1)  17.8%
M. Hunt Broyhill  21,407   1,529,485(2)(3)(5)  31.4%
Paul H. Broyhill  179,706   85,973(3)(4)  5.4%
Jan E. Gordon  248,585   29,776   5.6%
Kevin P. Boudreau  870   0   (7)
Margaret M. “Peg” Broyhill  2,882   0   (7)
R. Donald Farmer  11,240   0   (7)
Robert G. Fox, Jr.  1,000   0   (7)
Carol Frye  1,200   0   (7)
Mark E. Roberts  0   0   (7)
J. William Stevens  0   759,297(6)  14.2%
Danny A. Gilbert  360   463,047(5)  9.4%
Christopher R. Pavese  50   0   (7)
Alan R. Deal  0   0   (7)
Wendy S. Sims  0   0   (7)
             
Anvil Venture Group, L.P.
3540 Clemmons Road, Suite 111
Clemmons, NC 27012		  849,087(1)  0   17.2%
             
Eastwind Investments, LLC
153 Hillhaven Place SE
Lenoir, NC 28645		  699,715(6)  0   14.2%
             
J. Edgar Broyhill, II
525 North Hawthorne Road
Winston-Salem, NC 27104		  3,825   849,087(1)  17.3%
             
Directors and officers as a group  469,001   3,600,886   82.5%


 
  Voting and
Investment
Power		     Percent of
Outstanding
Common
Stock		 
Name Sole  Shared    
M. Hunt Broyhill 20,565  
1,529,531(l) (4)
  80.98% 
Estate of Paul Broyhill 178,954  
85,974 1(2)
  4.55% 
Danny A. Gilbert 360  
463,047 (1)
  24.52% 
Christopher R. Pavese 50  0  0 
Alan R. Deal 0  0  0 
Leah Geates 0  0  0 
          
Directors and officers as a group 199,929  2,078,552  110.05% 

(1)Includes 849,087 shares owned by Anvil Venture Group, L.P., which is controlled by James T. Broyhill and J. Edgar Broyhill, II.

(2)
 1
Includes 980,465 shares owned by Hibriten Investments of N.C., LP. The General Partner of Hibriten Investments of N.C., LP is Hibriten Management of N.C., LLC. M. Hunt Broyhill is the Manager and owns 100% of the interests in Hibriten Management of N.C., LLC.

(3)
 2
Includes 85,973 shares owned of record by Broyhill Family Foundation, Inc., a non-profit corporation.corporation . By resolution of the Foundation trustees, the Estate of Paul H. Broyhill and M. Hunt Broyhill control the voting and disposition of shares of the Fund owned by the Foundation.

(4)
 3
Does not include 980,465 shares owned by Hibriten Investments of N.C., LP, which is controlled indirectly by Mr. Broyhill’s son.Hunt Broyhill See note (2), above.

(5)
 4
Includes 463,047 shares held in trusts of which Mr. Hunt Broyhill and Mr. Danny Gilbert are co-trustees.

(6)Represents shares owned by Eastwind Investments, LLC, which is controlled by James W. Stevens, Rebecca S. Elliott, Martha S. Sutton, John F. Stevens, Anne S. Hsu, Richard D. Stevens and Allene B. Stevens.

(7)Total shares represent less than 1.0% of the Fund’s outstanding common stock.

The addresses of each director, director nominee and executive officer are set forth under

SHAREHOLDER PROPOSALS
As previously disclosed in the headings “Information About Director Nominees” and “Executive Officers,” above.

SHAREHOLDER PROPOSALS

InFund’s 2022 annual proxy statement, in order to be included in proxy material for the 20222023 annual meeting of shareholders, shareholder proposals must be received at the offices of the Fund by October 1, 20216, 2022 and must be submitted in accordance with applicable procedures.

Shareholder proposals which are not intended to be included in the proxy materials for the 20222023 annual meeting must be submitted to the Fund no later than December 15, 2021.20, 2022. Only business properly brought before an annual meeting may be subject to action at the meeting. The chairman of the meeting may refuse to consider any business that is not raised in accordance with these procedures. A proxy may confer discretionary authority to vote on any matter at an annual meeting if the Fund does not receive proper notice of the matter within the timeframe described above.

ANNUAL AND SEMI-ANNUAL REPORTS

The Fund will furnish, without charge, a copy of its annual report (and the most recent semi-annual report succeeding the annual report, if any) for the fiscal year ended October 31, 2020,2021, and the subsequent semi-annual report, to a shareholder upon request. Any such request should be directed to the Secretary of the Fund by writing to Wendy S. SimsLeah Geates at the Fund, 800 Hickory Blvd. SW, Lenoir, North Carolina 28645. (A stamped, addressed postal card is enclosed for use in requesting such report.) This annual report wasand semi-annual report were previously furnished to shareholders on or about December 21, 2020.

shareholders.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Only one copy of our proxy statement and annual report has been sent to multiple shareholders in the same household, unless we have received contrary instructions from one or more of the applicable shareholders. We will promptly deliver a separate copy of either document to any shareholder upon request submitted in writing to Wendy S. SimsLeah
8
Geates at the Fund, 800 Hickory Blvd. SW, Lenoir, North Carolina 28645, or by telephone ((828) 758-6100). Any shareholder who wants to receive separate copies of the annual report and proxy statement in the future, or who is currently receiving multiple copies and would like to receive only one copy for his or her household, should contact the Fund at the above address and telephone number.

OTHER MATTERS

As of the date of this proxy statement, the Board of Directors knows of no other business to come before the annualspecial meeting for consideration by the Fund’s shareholders. If any other business properly comes before the meeting, the persons named as proxy agents in the accompanying proxy card will vote the shares represented by valid proxies in accordance with their best judgment.

By Order of the Board of Directors
Wendy S. Sims
Secretary



THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

OF BMC FUND, INC.

The undersigned hereby appoints M. Hunt Broyhill and Wendy S. Sims,Leah Geates, or either of them, as agents, each with the power to appoint his or her substitute, and hereby authorizes them to vote, as designated below, all of the shares of common stock of BMC Fund, Inc. (the “Fund”"Fund"), held of record by the undersigned on January 10, 2021,September 14, 2022, at the annual meeting of shareholders to be held on February 19, 2021,October 17, 2022, or at any adjournment thereof.

1.            The election of 11 directors:


1.The approval of an Investment Management Agreement between and the Fund and Broyhill Asset Management, LLC

FOR all nominees listed belowthe Investment Management AgreementWITHHOLD AUTHORITY☐
(except as marked below toAGAINST the contrary) ¨Investment Management Agreementto vote for all nominees listed below ¨☐

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, STRIKE A LINE THROUGH THE NOMINEE’S NAME IN THE LIST BELOW.)

Kevin P. Boudreau, James T. Broyhill, M. Hunt Broyhill, Margaret M. “Peg” Broyhill, Paul H. Broyhill, R. Donald Farmer, Robert G. Fox, Jr., Carol Frye, Jan E. Gordon, Mark E. Roberts, J. William Stevens


THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS PROPERLY SIGNED BUT NO DIRECTION IS GIVEN, THE PROXY WILL BE VOTED FOR THE ELECTIONAPPROVAL OF THE NOMINEES FOR DIRECTOR.INVESTMENT MANAGEMENT AGREEMENT. IN THEIR DISCRETION, THE PROXY AGENTS ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

Dated _________________, 2021.__________________, 2022.
 Signature*
  
 Signature*
 
Signature*

* Please sign exactly as the name appears hereon. When shares are held in joint accounts, each joint owner should sign. Executors, administrators, trustees, guardians, attorneys and corporate officers should indicate their title.


▪Please sign exactly as the name appears hereon. When shores are held in joint accounts, each joint owner should sign. Executors, administrators, trustees, guardians, attorneys, and corporate officers should indicate their title.
There are three ways to submit this proxy card.

·To vote by mail:
To vote by mail: Complete, sign and date the proxy card and return it promptly in the envelope provided. Your completed, signed and dated proxy card must be received by the Fund before the annual meeting to be counted.

·To vote by facsimile: Complete, sign and date the proxy card and fax the proxy card to Wendy S. Sims, Secretary and Treasurer of the Fund, at (828) 758-8919. Your completed, signed and dated proxy card must be received by the Fund by 11:59 p.m. eastern time on February 18, 2021 to be counted.

·To vote by email: Complete, sign and date the proxy card and scan and email the proxy card to Wendy S. Sims, Secretary and Treasurer of the Fund before the annual meeting to be counted.
To vote by facsimile: Complete, sign and date the proxy card and fax the proxy card to Leah Geates at (828) 758-8919. Your completed, signed and dated proxy card must be received by the Fund by 11:59 p.m. eastern time on October 14, 2022 to be counted.
To vote by email: Complete, sign and date the proxy card and scan and email the proxy card to Leah Geates at leah@broyhillasset.com. Your completed, signed and dated proxy card must be received by the Fund by 11:59 p.m. Eastern time on October 14, 2022 to be counted.
wendy@broyhillasset.com. Your completed, signed and dated proxy card must be received by the Fund by 11:59 p.m. eastern time on February 18, 2021 to be counted.

IMPORTANT NOTE: In accordance with social distancing protocols related to the COVID-19 pandemic that may be mandated by state and local authorities at the time of the meeting, space may be limited and seating at the meeting will be available on a first-come, first-served basis. Therefore, even if you plan to attend the meeting in person, you are strongly encouraged to vote your shares by mail, facsimile, or email in advance of the meeting as described above.


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