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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[  ]Definitive Proxy Statement 
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¨

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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 SPECIALANNUAL MEETING OF

SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 2022
FEBRUARY 16, 2023

NOTICE IS HEREBY GIVENGIVEN THAT a specialthe annual meeting of shareholders of BMC Fund,, Inc. (the “Fund”“Fund”) will be held on Monday, October 17, 2022,Thursday, February 16, 2023, at 10:9:30 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 3 directors to hold office until the next annual meeting of shareholders and until their successors have been elected and qualified.

2.             T

1.To approve an Investment Management Agreement between the Fund and Broyhill Asset Management.
2.
To transact such other business as may properly come before the meeting.
o transact such other business as may properly come before the meeting.

Only shareholders of record as of the close of business on September 14, 2022January 10, 2023 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 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.

October 1, 2022
January 31, 2023

By Order of the Board of Directors

Directors 

  
 
/s/ M. 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 October 17, 2022.
1

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on February 16, 2023:

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


BMC FUND, INC.


800 Hickory Blvd. SW

Lenoir, North Carolina 28645
(Tel28645 
Tel..: (828) 758-6100 
758-6100)

PROXY STATEMENT

SPECIAL 

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 2022


FEBRUARY 16, 2023

GENERAL

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 specialannual meeting of shareholders and at any and all adjournments thereof (the “special“annual meeting” or the “meeting”) to be held at the executive offices of the Fund, 800 Hickory Blvd. SW, Lenoir, North Carolina 28645, on Monday, October 17, 2022,Thursday, February 16, 2023, at 10:9:30 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 October 1, 2022.


January 31, 2023.

The Board of Directors has fixed the close of business on September 14, 2022January 10, 2023 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. On the record date, [l,888,788 shares]1,888,788 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 specialannual 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 email: Complete, sign and date the enclosed proxy card and scan and email the proxy card to Leah Geates, Secretary of the Fund, at leah@broyhillinvest.com. Your completed, signed and dated proxy card must be received by us by 11:59 p.m. eastern time on February 15, 2023 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-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.

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 approvalelection of Proposal 1the slate of nominees 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 specialannual 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, Proposal 1the proposal to elect directors of the Fund 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.


Approval of Proposal 1,

Assuming the Investment Management Agreement proposal described below, requires the voteexistence of a “1940 Act majority”quorum, the persons receiving a plurality of the outstanding voting securities ofvotes cast by the Fund. 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 Fundshares 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, that are not voted with respect 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 Proposal that are present at the meeting, if the holderselection 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 vote on the Proposal, whichever is less.


directors.

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 - APPROVAL— ELECTION OF INVESTMENT MANAGEMENT AGREEMENT

Proposal 1 is being presented to shareholders to approve an Investment Management Agreement (the “Agreement”) between andDIRECTORS

Our bylaws provide that the number of directors of the Fund and Broyhill Asset Management, LLC, a registered investment adviser (“BAM” orshall be not less than three nor more than 15. The members of the “Adviser”). The Fund has been internally managed since its inception without using the servicesBoard of an investment adviser. If shareholders approve Proposal 1, the same investment personnelDirectors who have historically provided services for the Fund will continueare considered not 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 paid an annual fee of 0.80%, billed quarterly in arrears based on the net asset value“interested persons” 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 Act of 1940, Act) of Broyhill Asset Management, LLC (“BAM” or the “Adviser”) or of the Fundas amended (the “Independent Trustees”“1940 Act”), considered andhave approved the proposed Investment Management Agreement between the Fundselection and BAM (the “Management Agreement), as being in the best interestsnomination 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 of 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 personnelcandidate who, 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 Agreementif elected, would be a continuation 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 Funddirector under the 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

1940 Act. 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 approvalelection of the 3 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.

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

Hunt Broyhill (58)(2)
1870 9th Street Court, NW
Hickory, NC 28601

Director


Chairman

President
Vice President

Since Oct 2021 and Feb 2014 till Feb 2021

Since Oct 2021 and Feb 2014 till Feb 2021

Since 2007
2001-2007

Chairman of the Fund since October 2022 and February 2014 till February 2021; 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) 

Capitala Finance Corp. (Feb. 2013-2021)


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
David Stevens (62)
422 Huntington Woods St. SE
Lenoir, NC 28645		DirectorSince 2023President of Smith, Stevens, and Ford, CPANone
Mark E. Roberts (57)
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)Mr. M. Hunt 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.

The Fund consists of a single fund managed internally by its Board of Directors (on October 31, 2022, the Board of Directors managed investment securities valued at approximately $40.2 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

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 October 2022 and February 2014 till February 2021, 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.


Other Director Nominees

David Stevens – Mr. Stevens has substantial experience as a certified public accountant. He is the president and owner of a local CPA firm and is well known in the community. He will chair the Fund’s Audit Committee and has been determined by the board to be an “Audit Committee Financial Expert”. Mr. Stevens will also be a member of the Fund’s Valuation 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.


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 (56)
603 Stonecroft Ct. SE Lenoir, NC 28645

Vice President

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. (2019-present); former Assistant City manager and Finance Director, City of Lenoir, NC (2006-2016)
Alan R. Deal (58)
5304 Grace Dr
Hickory, NC 28601		Chief Compliance OfficerSince 2020Chief Compliance Officer of the Fund since January 2020; former Controller, Protect Plus and Imagine One Companies (August 2002-April 2019)

Leah Geates (38)

802 Lower Creek Dr.

Lenoir, NC 28645 

SecretarySince 2022Secretary of the Fund since February 2022.

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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 David Stevens 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 will consist of David Stevens (Chairman) and Mark E. Roberts. 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 M. Hunt Broyhill (Chairman) and Mark E. Roberts. Each member of the Investment Management Agreement betweenCommittee 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 will be David Stevens (Chairman) and BroyhillMark 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 will be David Stevens and Mark E. Roberts (Chairman). 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 Management.

Valuation Procedures.


* * *
BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT

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 the Fund’s currentthis 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, 2021,2022, our Board held fivefour 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, 2021.2022. 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 20212022 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 (c/(Attention: (Name(s) of director(s), as applicable)), 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 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, 2022, for filing with the Commission.

Respectfully submitted by the Audit Committee:
R. Donald Farmer (Chairman)
Mark E. Roberts


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 Leah Geates.Deal. The Fund’s portfolio is managed primarily by M. Hunt Broyhill andAsset Management (BAM), an external Investment Advisor as of November 1, 2022. Prior to November 1, 2022, Christopher R. Pavese, under the supervision of the Board of Directors. The Fund does not have an external investment adviser.

CFA, served as Vice President and Chief Investment Officer.

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 5658 (Chairman and President), Danny A. Gilbert, age 5556 (Vice President and Chief Financial Officer), Christopher R. Pavese age 45 (Vice President and Chief Investment Officer), Alan R. Deal, age 5758 (Chief Compliance Officer)Officer and Treasurer). M. Hunt Broyhill and Christopher R. Pavese havehas served in executive capacities with the Fund for more than sixfive years. Danny A. Gilbert joined the Fund in June 2017 and became an executive officer of the Fund in February 2018, and Alan R. Deal joined the Fund in May 2019 and became an executive officer of the Fund in January 2020.

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Compensation

For the fiscal year ended October 31, 2021,2022, M. Hunt Broyhill, Christopher R. Pavese, Danny A. Gilbert, Christopher R. Pavese, and Alan R. Deal were paid $102,890, $48,105, $240,567, $33,436,$97,997, $110,184, $32,644, and $24,950, 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 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, 2021,2022, for each director and for each of the only twothree highest paid officers who received compensation from the Fund in excess of $60,000:

Name of Person; PositionAggregate 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

 

Name of Person; Position

  

Aggregate Compensation

From Fund

 
M. Hunt Broyhill; Director, Chairman, President $97,997 
R. Donald Farmer; Director $9,000 
Mark E. Roberts; Director $8,987 
Danny A. Gilbert; Vice President and Chief Financial Officer $32,644 
Christopher R. Pavese; Vice President and Chief Investment Officer $110,184 

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 $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 FORVIS, LLP as the Fund’s independent registered public accounting firm for the fiscal year beginning November 1, 2022. Dixon Hughes Goodman, LLP, the prior independent registered public accounting firm since April 17, 2001, merged with BKD, LLP on June 1, 2022 and the combined practice now operates under the name FORVIS, LLP.

Neither FORVIS, 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 FORVIS, 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, 2021 and 2022 by FORVIS, LLP for services rendered are set forth in the following table:

Type of Service Fiscal Year Ended
October 31, 2021		  Fiscal Year Ended
October 31, 2022		 
Audit Fees $129,200  $64,000 
Audit-Related Fees $12,596  $7,974 
Tax Fees $18,500  $11,000 
All Other Fees $0  $0 

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

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

During the fiscal year ended October 31, 2022, FORVIS, 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 September 14, 2022,January 10, 2023, is set forth in the following table:

Name of Director or Director Nominee 
Dollar Range of Equity
Securities in the Fund
Interested Director
Persons		  
M. Hunt Broyhill Over $100,000
   
IndependentOther Directors
  
David Stevens (nominee)None
R. Donald Farmer None
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.


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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 September 14, 2022.January 10, 2023. Percentage ownership is based on the [1,888,788 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		 
Name Sole  Shared  Stock 
M. Hunt Broyhill  3,199   1,577,769(1)(2)(3)(4)  83.5%
David Stevens (nominee)  0   0   (6)
Mark E. Roberts  0   0   (6)
R. Donald Farmer  0   0   (6)
Danny A. Gilbert  360   540,675(4)(5)  28.6%
Alan R. Deal  0   0   (6)
Leah Geates  0   0   (6)
Directors and officers as a group  3,559   2,118,444   112.1%

 
  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 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.
 
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 andtrustee M. Hunt Broyhill control the voting and disposition of shares of the Fund owned by the Foundation.

3
Does not include 980,465Includes 30,496 shares owned by Hibriten Investments of N.C., LP, which is controlled indirectly by HuntThe Faye A. Broyhill See note (2) above.Legacy, LLC.

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

5Mr. Danny Gilbert is trustee of Hunt Broyhill Irrevocable Trust which has 77,628 shares.

6Total 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 the headings “Information About Director Nominees” and “Executive Officers,” above.


SHAREHOLDER PROPOSALS

As previously disclosed in the Fund’s 2022 annual proxy statement, in

In order to be included in proxy material for the 20232024 annual meeting of shareholders, shareholder proposals must be received at the offices of the Fund by October 6, 20222023  and must be submitted in accordance with applicable procedures.

Shareholder proposals which are not intended to be included in the proxy materials for the 20232024 annual meeting must be submitted to the Fund no later than December 20, 2022.2023 . 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, 2021, and the subsequent semi-annual report,2022, to a shareholder upon request. Any such request should be directed to the Secretary of the Fund by writing to Leah 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 and semi-annual report werewas previously furnished to shareholders.

shareholders on or about December 16, 2022.

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 Leah

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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 specialannual 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
Leah Geates
Secretary


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BMC FUND, INC.

The undersigned hereby appoints M. Hunt Broyhill and 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 September 14, 2022,January 10, 2023, at the annual meeting of shareholders to be held on October 17, 2022,February 16, 2023, or at any adjournment thereof.


1.The approvalelection of an Investment Management Agreement between and the Fund and Broyhill Asset Management, LLC3 directors:

FOR all nominees listed belowWITHHOLD AUTHORITY
(except as marked below to the Investment Management Agreementcontrary) ¨☐AGAINST the Investment Management Agreement☐to 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.)

M. Hunt Broyhill, David Stevens, and Mark E. Roberts

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 APPROVALELECTION OF THE INVESTMENT MANAGEMENT AGREEMENT.NOMINEES FOR DIRECTOR. IN THEIR DISCRETION, THE PROXY AGENTS ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

Dated  _________________, 2023.

Dated __________________, 2022.
  
 Signature*


  
 Signature*

▪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.

* 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.

There are threetwo ways to submit this proxy card.

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 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.
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.

·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 email: Complete, sign and date the proxy card and scan and email the proxy card to Leah Geates, Secretary of the Fund, at leah@broyhillinvest.com. Your completed, signed and dated proxy card must be received by the Fund by 11:59 p.m. eastern time on February 15, 2023 to be counted.


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