SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14ab(i)(1) and 0-11

NOTICE IS HEREBY GIVEN THAT the annual meeting of shareholders of BMC Fund, Inc. (the “Fund”) will be held on Thursday, February 16, 2023, at 9:30 a.m., at the executive offices of the Fund, 800 Hickory Blvd. SW, 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.             To transact such other business as may properly come before the meeting.

Only shareholders of record as of the close of business on January 10, 2023 are entitled to notice of, and to vote at, the 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 EMAIL AS INSTRUCTED IN THE PROXY STATEMENT. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THAT TIME AND VOTE IN PERSON.

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
(Tel.: (828) 758-6100)

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 annual meeting of shareholders and at any and all adjournments thereof (the “annual meeting” or the “meeting”) to be held at the executive offices of the Fund, 800 Hickory Blvd. SW, Lenoir, North Carolina 28645, on Thursday, February 16, 2023, at 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 January 31, 2023.

The Board of Directors has fixed the close of business on January 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, 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,” below.

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

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 election of the slate of nominees listed on the proxy.

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 annual 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 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.

Assuming the existence of a quorum, the persons receiving a plurality of the votes cast by the shares 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 election of 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.

Our bylaws provide that the number of directors of the Fund shall be not less than three nor more than 15. The members of the Board of Directors who are considered not to be “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), have approved the selection and nomination of each candidate who, if elected, would be a director under the 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 election 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.

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

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.

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:

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.

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.

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

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.

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 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 will be David Stevens (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 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 Valuation Procedures.

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 this 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 effectiveness of the Fund’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.

During the fiscal year ended October 31, 2022, our Board held four 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, 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 2022 annual meeting of shareholders.

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:

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.

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/o the Fund’s Secretary, 800 Hickory Blvd. SW, Lenoir, North Carolina 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.

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.

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 Chief Compliance Officer and Treasurer, Alan Deal. The Fund’s portfolio is managed by Broyhill Asset Management (BAM), an external Investment Advisor as of November 1, 2022. Prior to November 1, 2022, Christopher R. Pavese, 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.

The executive officers of the Fund are M. Hunt Broyhill, age 58 (Chairman and President), Danny A. Gilbert, age 56 (Vice President and Chief Financial Officer), Alan R. Deal, age 58 (Chief Compliance Officer and Treasurer). M. Hunt Broyhill has served in executive capacities with the Fund for more than five 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.

For the fiscal year ended October 31, 2022, M. Hunt Broyhill, Christopher R. Pavese, Danny A. Gilbert, and Alan Deal were paid $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, 2022, for each director and for each of the three highest paid officers who received compensation from the Fund in excess of $60,000:

The Fund leases its executive offices from Broyhill Investments, Inc., a corporation controlled by 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.

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.

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:

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

During the fiscal year ended October 31, 2022, FORVIS, LLP utilized only full-time, permanent employees in connection with the audit.

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 information about the dollar range of equity securities of the Fund beneficially owned by the directors and director nominees as of January 10, 2023, is set forth in the following table:

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.

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, 2023. Percentage ownership is based on the 1,888,788 shares of our common stock that are issued and outstanding as of such date.

The addresses of each director, director nominee and executive officer are set forth under the headings “Information About Director Nominees” and “Executive Officers,” above.

In order to be included in proxy material for the 2024 annual meeting of shareholders, shareholder proposals must be received at the offices of the Fund by October 6, 2023 and must be submitted in accordance with applicable procedures.

Shareholder proposals which are not intended to be included in the proxy materials for the 2024 annual meeting must be submitted to the Fund no later than December 20, 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.

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, 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 was previously furnished to shareholders on or about December 16, 2022.

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 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.

As of the date of this proxy statement, the Board of Directors knows of no other business to come before the annual 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.

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”), held of record by the undersigned on January 10, 2023, at the annual meeting of shareholders to be held on February 16, 2023, or at any adjournment thereof.

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

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

* 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.

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	Director	Since 2023	President of Smith, Stevens, and Ford, CPA	None

Mark E. Roberts (57) 511 Tarrytown Center Rocky Mount, NC 27804	Director	Since 2014	Chief 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

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 Officer	Since 2020	Chief 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	Secretary	Since 2022	Secretary of the Fund since February 2022.

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

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

Name of Director or Director Nominee		Dollar Range of Equity Securities in the Fund
Interested Persons
M. Hunt Broyhill		Over $100,000

Other Directors
David Stevens (nominee)		None
R. Donald Farmer		None
Mark E. Roberts		None

January 31, 2023	By Order of the Board of Directors

	M. Hunt Broyhill Chairman of the Board

	Respectfully submitted by the Audit Committee:

	R. Donald Farmer (Chairman)
	Mark E. Roberts

	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	%

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. By resolution of the Foundation trustee M. Hunt Broyhill control the voting and disposition of shares of the Fund owned by the Foundation.

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

FOR all nominees listed below	WITHHOLD AUTHORITY
(except as marked below to the contrary) ¨	to vote for all nominees listed below ¨


	Signature*


	Signature*