SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ____)

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement

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

|x| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Pursuant to ss.240.14a-12

BMC FUND, INC.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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[BMC Fund, Inc. Letterhead]

December 17, 2003

Dear BMC Shareholder:

As you know, BMC Fund, Inc. held its most recent annual meeting last summer at
Hound Ears, following a tradition that we established many years ago. Your Board
of Directors has decided that it would be more appropriate to hold future annual
meetings within three or four months after the end of the Fund's fiscal year
(October 31). This will mean that future annual meetings will be held in the
January - February time frame.

The Board has decided to implement this new schedule now, rather than to wait
until the winter of 2005 to hold the next annual meeting. Accordingly, we will
hold the 2004 annual meeting on January 31, 2004 in Naples, Florida, our usual
winter meeting location. The official notice of meeting and proxy material for
the meeting are enclosed. Please review the enclosed material and send in your
proxy card, whether or not you plan to attend.

As always, please do not hesitate to contact me should you have any questions or
concerns.

Sincerely,

Paul H. Broyhill
Chairman of the Board

BMC FUND, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 31, 2004

NOTICE IS HEREBY GIVEN THAT the annual meeting of shareholders of BMC
Fund, Inc. (the "Fund") will be held on Saturday, January 31, 2004, at 9:00
a.m., at The Registry Resort & Club, 475 Seagate Drive, Naples, Florida
(telephone: 239-597-3232), for the following purposes:

1. To elect 10 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 December 10,
2003 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 FORM OF PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THAT TIME
AND VOTE IN PERSON.

December 17, 2003 By Order of the Board of Directors

Paul H. Broyhill
Chairman of the Board

BMC FUND, INC.
800 Golfview Park
Lenoir, North Carolina 28645
(Tel.: 828-758-6100)

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 31, 2004

GENERAL

This proxy statement is furnished in connection with the solicitation by
the Board of Directors of BMC Fund, Inc. (the "Fund") of proxies for use at the
annual meeting of shareholders and at any and all adjournments thereof (the
"annual meeting" or the "meeting") to be held at The Registry Resort & Club, 475
Seagate Drive, Naples, Florida, on Saturday, January 31, 2004, at 9:00 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. This proxy statement and the enclosed proxy form
are first being sent to shareholders on or about December 17, 2003.

The Board of Directors has fixed the close of business on December 10,
2003 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting. On the record date, 4,933,281 shares of Common
Stock of the Fund were issued and outstanding, each share being entitled to one
vote. Information concerning beneficial ownership of Common Stock by principal
shareholders and by the management of the Fund is set forth below. See
"Principal Shareholders" and "Certain Beneficial Ownership Information
Concerning Directors," below.

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
proxy. If the enclosed proxy reflects no specification but is properly signed,
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 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.

A majority of votes entitled to be cast on a particular matter,
represented in person or by proxy, constitutes a quorum for purposes of 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). Shares which are withheld as to voting with
respect to one or more nominees for director and abstentions 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 such purpose.

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

PROPOSAL 1 -- ELECTION OF DIRECTORS

The bylaws of the Fund provide that the number of directors of the Fund
shall be not less than three nor more than 15. Those members of the Board of
Directors who are considered independent directors under 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,
the proxy agents named in the proxy intend to vote the proxies received by them
for the election of the 10 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.

It is not anticipated that any of the nominees will be unable or unwilling
to serve; but, if that should occur, the proxies shall be voted for a
replacement nominee designated by the present Board of Directors or the number
of directors to be elected shall 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 7, 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.

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 nominees for
director 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.

Information About Directors and Officers

Certain information about the Fund's directors and officers follows:

Directors Who Are Interested Persons

Term of Principal
Positions Office and Occupations Other
Name, Held Length of During Past Directorships Held
Address and Age With Fund Time Served 5 Years by Director
- -------------------------- --------- ----------- -------------------------------- ------------------

James T. Broyhill (76) (1) Director Since 1976 Retired; former Secretary of The Shepherd Street
1930 Virginia Road the North Carolina Department Fund, Inc.
Winston-Salem, NC 27104 of Commerce (1989-1991); former
Chairman of the North Carolina
Economic Development Board
(1987-1989); former member, U.
S. Senate (1986); former
member, U.S. House of
Representatives (1963-1986)

Paul H. Broyhill (79) (1) (2) Director Since 1976 Director, President (formerly
135 Claron Place, S.E. President Since 2001 Chairman) and Chief Executive
Lenoir, NC 28645 Chairman Since 1976 Officer of the Fund

Michael G. Landry (57) (3) Director Since 1993 Managing Partner of GrayRocks
211 South Gordon Road Vice Since 2001 Asset Management
Ft. Lauderdale, FL 33301 President (1999-present); CEO of
and Chief Mackenzie Investment
Investment Management, Inc., Chairman of
Officer Ivy Funds and Executive Vice
President of Mackenzie
Financial Fund (1987-1999)

Allene B. Heilman (81) (4) Director Since 1983 Private Investor
941 Bay Esplanade
Clearwater, FL 34630

Other Directors

William E. Cooper (82) Director Since 1981 Investor (since 1983); Chairman
5418 Preston Haven Emeritus, former chairman and
Dallas, TX 75207 CEO of Dallas Market Center
Company, a wholesale marketing
complex

Lawrence Z. Crockett (74) Director Since 1983 Retired; former director and CEO
777 Sea Oak Drive, #719 of Mortgage Corporation of the
Vero Beach, FL 32963 South

Jan E. Gordon (51) Director Since 2001 Pinellas County, FL Supervisor
3075 Rolling Woods Dr. of Elections (1992 - present)
Palm Harbor, FL 34683

Gene A. Hoots (64) Director Since 1987 Chairman, CornerCap Investment
2508 Giverny Drive Counsel, a registered investment
Charlotte, NC 28226 adviser serving private and
pension fund clients (since
1989)

John S. Little (71) Director Since 2001 Retired; former Managing
4601Gulf Shore Blvd. N. #18 Director and Chief Executive,
Naples, FL 34103 Associated Octel, London
(1989-1995); former Senior Vice
President of Corporate
Technology, Great Lakes Chemical
Corporation (1981-1989)

L. Glenn Orr, Jr. (63) Director Since 1999 Senior Managing Director, The Highwoods
2735 Forest Drive Orr Group, an investment Properties, Inc.
Winston-Salem, NC 27104 banking firm
(since 1995)

Other Officers

M. Hunt Broyhill (39)(5) Vice Since 2001 Vice President of the Fund
1870 9th Street Ct., NW President since March 2001; Chief
Hickory, NC 28601 Executive of Broyhill Asset
Management, LLC
(1997 - present); President of
Broyhill Investments, Inc. and
Broyhill Family Foundation,
Inc. (1988 - present); General
Partner of CapitalSouth
Partners I, LP and CapitalSouth
Partners II, LP (2000-present)

D. Eugene Hendricks (67) Vice Since 2002 Vice President since August
106 Cedar Crest Drive President 2002; Chief Financial Officer
Lenoir, NC 28645 and Chief Since 2001 of the Fund since March 2001;
Financial Staff Accountant for the Fund
Officer (1990-2001); Executive in
Residence in Accounting at
Appalachian State University,
Boone, NC (1990-2001)

- --------------------------------------------------------------------------------

(1) Messrs. James Broyhill and Paul Broyhill are interested persons within the
meaning of the 1940 Act by virtue of their beneficial ownership of more
than five percent of the Fund's Common Stock. See "Principal Shareholders"
below. Mr. Paul Broyhill is also an interested person by virtue of his
serving as President and Chief Executive Officer of the Fund. Messrs.
James Broyhill and Paul Broyhill and Ms. Heilman are siblings.

(2) Mr. Paul Broyhill is President of P. B. Realty, Inc. and Broyhill
Industries, Inc., wholly owned subsidiaries of the Fund.

(3) Mr. Landry is an interested person by virtue of his serving as Vice
President and Chief Investment Officer of the Fund.

(4) Ms. Heilman is an interested person by virtue of her immediate family
relationship to Messrs. James Broyhill and Paul Broyhill.

(5) Mr. Hunt Broyhill is the son of Paul H. Broyhill and the Vice President of
P. B. Realty, Inc. and Broyhill Industries, Inc., wholly owned
subsidiaries of the Fund.

The Fund consists of a single fund managed internally by its Board of
Directors (at October 31, 2003, the Board of Directors managed investment
securities valued at $127.06 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.

Under the laws of North Carolina, the persons receiving a plurality of the
votes cast by the shares entitled to vote will be elected as directors. The
Board of Directors recommends a vote FOR the entire slate of nominees set forth
above.

CORPORATE GOVERNANCE

The Board of Directors has 10 members, four of whom are an "interested
person" as such term is defined in the 1940 Act. The Board met three times
during the fiscal year ended October 31, 2003.

The Board of Directors has an Audit Committee, the members of which are
William E. Cooper (Chairman), Lawrence Z. Crockett, and L. Glenn Orr, Jr. Each
member of the Audit Committee is an "independent director" as defined in Section
10A(m) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Audit Committee is directly responsible for the hiring, firing, overseeing
the work of and determining the compensation for the Fund's independent auditors
(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 auditors). The independent auditors report directly to the Audit
Committee. The Audit Committee had two meetings during the fiscal year ended
October 31, 2003.

The Board of Directors has an Investment Committee, the members of which
are James T. Broyhill, Paul H. Broyhill, Allene B. Heilman, Gene A. Hoots and
Michael G. Landry. In addition, M. Hunt Broyhill, a Vice President of the Fund,
serves as a nonvoting consultant to the Committee. Each member of the Investment
Committee, with the exception of Mr. Hoots, is an "interested person" of the
Fund as defined in the 1940 Act. The Investment Committee is responsible for
reviewing the Fund's investments at the request of management. The Investment
Committee had four meetings during the fiscal year ended October 31, 2003. Under
the Fund's investment objectives and policies, the Investment Committee has
substantial oversight responsibility with respect to the Fund's investments.

The Board of Directors did not have a Compensation or Nominating Committee
during such year. The Board of Directors will consider written nominations of
candidates for election to the Board submitted by shareholders that are
submitted to the Fund in accordance with the procedures set forth under
"Shareholder Proposals," below.

Each member of the Board of Directors attended at least 75% of the
aggregate number of meetings of the Board and the committees on which they
served during the fiscal year ended October 31, 2003.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is comprised entirely of
directors who are considered independent under Section 10A(m) of the Exchange
Act and New York Stock Exchange Standards. (The Exchange's requirements are not
applicable to the Fund.) The Audit Committee currently has three members and
operates under a written charter adopted by the Board in July 2000 and amended
and restated in July 2003. A copy of the Audit Committee charter is attached to
this proxy statement as Appendix A.

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 auditors (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 auditors). The independent auditors report directly
to the Audit Committee.

Management is responsible for preparing the Fund's financial statements.
The independent auditors are 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 accountants.
The Audit Committee also has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).

The Fund's independent auditors also provided to the Audit Committee the
written disclosures and letter required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent auditors that firm's independence.

Based on the above discussions and review with management and the
independent auditors, 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, 2003 for filing with the
Commission.

Respectfully submitted by the Audit Committee:

William E. Cooper (Chairman)
Lawrence Z. Crockett
L. Glenn Orr, Jr.

ADMINISTRATION OF THE FUND

Administration of the Fund is primarily the responsibility of the Fund's
President and Chief Executive Officer, Paul H. Broyhill, its Vice President, M.
Hunt Broyhill, its Vice President and Chief Investment Officer, Michael G.
Landry, and its Vice President and Chief Financial Officer, D. Eugene Hendricks.
The Fund's portfolio is managed primarily by such officers, under the
supervision of the Board of Directors. Until September 30, 2003, the Fund had an
investment advisory agreement with one investment adviser, W. H. Reaves & Co.,
Inc. ("Reaves"), located at 10 Exchange Place, Jersey City, New Jersey 07032.
Reaves was responsible for managing a total of approximately $5.86 million of
the Fund's assets as of such date. The shareholders of the Fund approved the
investment advisory agreement with Reaves in 1986. The Board of Directors,
including a majority of the directors who are not interested persons of the
Fund, terminated the Fund's agreement with Reaves effective September 30, 2003
after comparing the performance of the portfolio managed by Reaves with the
performance of the Fund's internally-managed portfolios and considering the cost
of Reaves' investment management services.

The Custodian of the Fund's portfolio securities is Wachovia Bank,
National Association (formerly First Union National Bank), Charlotte, North
Carolina, pursuant to an Amended and Restated Custodian Agreement dated as of
December 31, 1986.

Brokerage Commissions

The Fund paid brokerage commissions in the aggregate of $107,075 during
the fiscal year ended October 31, 2003. Except with respect to brokerage
commissions paid to Reaves, which was an affiliated person of the Fund by virtue
of its serving as an investment adviser to the Fund, no brokerage commissions
were paid to affiliated persons of the Fund or to affiliated persons of such
affiliated persons, or to any broker an affiliated person of which is an
affiliated person of the Fund or of Reaves. For the fiscal year ended October
31, 2003, the Fund paid Reaves brokerage commissions in the aggregate amount of
$20,752. For the fiscal year ended October 31, 2003, such amount represented
19.4% of the aggregate brokerage commissions paid by the Fund to all brokers.
The commissions charged by the Fund's advisers for agency transactions using
affiliated brokers are limited to the lesser of (i) 50% of the regular New York
Stock Exchange rates, (ii) the maximum amount permissible pursuant to Section
17(e) 1940 Act, which regulates commissions and other remuneration received by
brokers in connection with the sale of securities to or by registered investment
companies with which they are affiliated, or (iii) $0.07 per share. In addition,
the amounts paid to an adviser in commissions and fees (as described above)
shall not exceed 2% of the average daily market value of the Fund's assets under
such adviser's management for the preceding fiscal year. An adviser may pay
higher commission rates than otherwise would be applicable in exchange for
brokerage and research services in accordance with the Exchange Act. In no event
may an adviser pay a brokerage commission in excess of $0.07 per share.

MANAGEMENT

Executive Officers

The executive officers of the Fund are Paul H. Broyhill, age 79 (President
and Chief Executive Officer), M. Hunt Broyhill, age 39 (Vice President), Michael
G. Landry, age 57 (Vice President and Chief Investment Officer) and D. Eugene
Hendricks, age 67 (Vice President and Chief Financial Officer). Mr. Paul
Broyhill has served in executive capacities with the Fund and its predecessors
for more than five years. Messrs. Hunt Broyhill, Landry and Hendricks have
served in executive capacities with the Fund since March 2001. In addition, Mr.
Hendricks and Mr. Hunt Broyhill have served in administrative capacities with
the Fund for more than five years.

Compensation

For the fiscal year ended October 31, 2003, the Fund paid Paul H. Broyhill
an annual salary of $19,228 for his services to the Fund as President and Chief
Executive Officer. M. Hunt Broyhill, D. Eugene Hendricks, and Michael G. Landry,
who became executive officers March 19, 2001, were paid $15,570, $29,680, and
$130,000, respectively, for their services to the Fund as executive officers.
Directors other than those who are officers of the Fund or who are related by
blood or marriage to the Broyhill family (with the exception of Ms. Gordon) are
paid $3,000 per year, plus $1,000 per meeting attended, for service on the Board
during a full year. Each such outside 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. 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, 2003 for each director and for each
officer who received compensation from the Fund in excess of $60,000:

Name of Person; Position Aggregate Compensation From Fund
- ------------------------ --------------------------------

Paul H. Broyhill
(President and Chief Executive Officer) $19,228

James T. Broyhill 0

William E. Cooper $6,000

Lawrence Z. Crockett $6,000

Jan E. Gordon $6,000

Allene B. Heilman 0

Name of Person; Position Aggregate Compensation From Fund
- ------------------------ --------------------------------

Gene A. Hoots $6,000

Michael G. Landry
(Vice President and Chief Investment Officer) $130,000

John S. Little $6,000

L. Glenn Orr, Jr. $6,000

CERTAIN TRANSACTIONS

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, which have been approved by the Fund's Board of Directors,
including those persons who are not interested persons of the Fund, provide that
the Fund and its two wholly owned subsidiaries shall pay an annual rental of
$18,000 to Broyhill Investments, Inc. during the term of the lease, which is on
a month-to-month basis.

INDEPENDENT AUDITORS AND AUDIT FEES

Selection of Auditors

The Audit Committee of the Board of Directors of the Fund, at a meeting to
be held prior to the annual meeting of shareholders, intends to select the firm
of Dixon Odom PLLC as the Fund's independent auditors for the fiscal year
beginning November 1, 2003. Dixon Odom PLLC has served as the Fund's independent
auditor since April 17, 2001. Effective January 1, 2004, the firm of Dixon Odom
PLLC will be known as Dixon Hughes PLLC.

Neither Dixon Odom PLLC 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 independent public auditors.

A representative of Dixon Odom PLLC will attend the meeting via
teleconference. The representative will have an opportunity to make a statement
if he desires to do so and will be available to respond to appropriate
questions.

Audit Fees

Aggregate fees billed the Fund for the fiscal year ended October 31, 2003
by Dixon Odom PLLC for services rendered are set forth in the following table:

Type of Service Amount of Fee
- --------------- -------------
Audit Fees....................................................... $24,298
Financial Information Systems Design and Implementation Fees..... $0
All Other Fees................................................... $1,877

During the fiscal year ended October 31, 2003, Dixon Odom PLLC did not utilize
any leased personnel in connection with the audit.

CERTAIN BENEFICIAL INTERESTS OF
DIRECTORS IN THE FUND
AND ITS INVESTMENT ADVISERS

Beneficial Ownership by Directors in the Fund

Certain information about the dollar range of equity securities of the
Fund beneficially owned by the directors as of December 10, 2003 is set forth in
the following table:

Dollar Range of Equity
Name of Director Securities in the Fund
- ---------------- ----------------------

Interested Persons
James T. Broyhill Over $100,000
Paul H. Broyhill Over $100,000
Michael G. Landry $1-$10,000
Allene B. Heilman Over $100,000

Other Directors
William E. Cooper $50,000-$100,000
Lawrence Z. Crockett $1-$10,000
Jan E. Gordon Over $100,000
Gene A. Hoots $1-$10,000
John S. Little none
L. Glenn Orr, Jr. $1-$10,000

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.

Beneficial Ownership by Non-Interested Directors in Investment Advisers

None of the directors and their immediate families who are not considered
to be interested persons own securities or have any other interests in W.H.
Reaves & Co., which served as the Fund's investment adviser until September 30,
2003.

BENEFICIAL OWNERSHIP
OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table reflects information concerning directors, executive
officers and those persons known to the Fund to own beneficially 5% or more of
the Fund's Common Stock as of December 10, 2003:

Amount and Nature of Beneficial
Ownership of Common Stock
----------------------------------------------
Percent of
Voting and Outstanding
Investment Power Common Stock
---------------- ------------
Name Sole Shared
- ---- ---- ------

James T. Broyhill 785,788 96,212 17.9%

Paul H. Broyhill 431,461(1) 85,973(2) 10.5%

Michael G. Landry 25 0 (3)

Allene B. Heilman 29,777(4) 0 (3)

William E. Cooper 3,240 0 (3)

Lawrence Z. Crockett 200 0 (3)

Jan E. Gordon 43,920 72,077 2.4%

Gene A. Hoots 25 0 (3)

John S. Little 0 0 0

L. Glenn Orr, Jr 458 0 (3)

M. Hunt Broyhill 5,847 1,065,932 21.7%

D. Eugene Hendricks 0 279,732 5.6%

Broyhill Investments, Inc.
800 Golfview Park
Lenoir, NC 28645 316,871 0 6.4%

Hibriten Investments of N.C., LP (5)
800 Golfview Park
Lenoir, NC 28645 979,959 0 19.9%

Satie E. Gortner Investment LLC
c/o Northern Trust Bank of Florida, Manager
4001 Tamiami Trail North
Naples, FL 34103 661,877 0 13.4%

Eastwind Investments, LLC
153 Hillhaven Place SE
Lenoir, NC 28645 669,715 0 13.6%

- ----------

(1) Includes 316,871 shares owned of record by Broyhill Investments, Inc., the
voting stock of which is principally owned by a trust, of which Paul H.
Broyhill is the trustee, and by Mr. Broyhill's immediate family. Does not
include 979,959 shares owned by Hibriten Investments of N. C., LLP, which
is controlled indirectly by Mr. Broyhill's son. See note (5) below.

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

(3) Total shares represent less than 1.0% of the Fund's outstanding Common
Stock.

(4) Does not include 669,715 shares owned by Eastwind Investments, LLC, which
is controlled by James W. Stevens, Rebecca S. Elliott, John F. Stevens and
Anne S. Hsu, children of Allene B. Heilman.

(5) The General Partner of Hibriten Investments of N. C., LP is Hibriten
Management of N.C., LLC. All the interests in Hibriten Management of N.
C., LLC are owned by M. Hunt Broyhill (Paul H. Broyhill's son). M. Hunt
Broyhill also serves as Vice President of the Fund.

James T. Broyhill resides at 1930 Virginia Road, Winston-Salem, NC 27104.
Paul H. Broyhill resides at 135 Claron Place, SE, Lenoir, NC 28645.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under federal securities laws, the Fund's directors, officers and
beneficial owners of more than 10% of the Common Stock are required to report
their beneficial ownership of Common Stock and any changes in that ownership to
the Commission. Specific dates for such reporting have been established, and the
Fund is required to report in this Proxy Statement any failure to file by the
established dates during the last fiscal year. In the last fiscal year, to the
Fund's knowledge, all of these filing requirements were satisfied by the Fund's
directors, officers and principal shareholders, with the exception of one late
Form 4 filed by Hibriten Investments of N.C., LP (with respect to one purchase
of Common Stock).

SHAREHOLDER PROPOSALS

In order to be included in proxy material for the 2005 annual meeting of
shareholders, shareholder proposals must be received at the offices of the Fund
by August 20,2004 and must be submitted in accordance with applicable
procedures.

Shareholder proposals which are not intended to be included in the proxy
materials for the 2005 annual meeting must be submitted to the Fund no later
than November 3, 2004. 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, 2003 to a shareholder upon request. Any such
request should be directed to the Secretary of the Fund by writing to Carol Frye
at the Fund, 800 Golfview Park, P. O. Box 500, 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, 2003.

OTHER MATTERS

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 the proxy in accordance with their best judgment.

By Order of the Board of Directors

Carol Frye
Secretary

Appendix A

BMC FUND, INC.

AUDIT COMMITTEE CHARTER

I. Committee Purpose

The purpose of the Audit Committee is to assist the Board of Directors of
BMC Fund, Inc. (the "Company") in its duty to oversee the Company's accounting,
financial reporting and internal control functions and the audit of the
Company's financial statements. The Committee will accomplish this purpose by
performing the responsibilities enumerated in this Charter, which include among
others direct responsibility for hiring, firing, overseeing the work of and
determining the compensation for the Company's independent auditors (subject to
the requirement of the Investment Company Act of 1940 that a majority of the
Company's directors who are not interested persons of the Company ratify the
selection of the independent auditors). The independent auditors will report
directly to the Committee.

The Committee's responsibilities under this Charter do not relieve the
Company's management of its responsibilities for preparing the Company's
financial statements so that they comply with generally accepted accounting
principles ("GAAP") and fairly present the Company's financial condition,
results of operations and cash flows; issuing financial reports that comply with
the requirements of the Securities and Exchange Commission (the "SEC"); and
establishing and maintaining adequate internal control structures and procedures
for financial reporting.

II. Committee Membership and Procedure

The Committee will consist of three or more directors, each of whom must:

A. Be an independent director as defined in Section 10A(m) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
of the SEC under the Exchange Act, which means that no member of the Committee
may:

i. Accept directly or indirectly any consulting, advisory or other
compensatory fee from the Company or any subsidiary of the Company, other
than in his or her capacity as a director; or

ii. Be an interested person as defined in Section 2(a)(19) of the
Investment Company Act of 1940.

B. Be able to read and understand fundamental financial statements.

The Board of Directors recognizes that it is desirable for at least one
member of the Committee to be an "audit committee financial expert" as such term
is defined in Item 3 of Form N-CSR. The inability of the Board and the Committee
to satisfy this objective, however, will not affect the validity of any actions
taken by the Committee.

The Board will appoint the members of the Committee annually. The members
will serve until their successors are appointed or until their earlier death,
resignation or removal. The Board will designate the Chairman of the Committee
or, if it fails to do so, the members of the Committee will elect a Chairman by
majority vote. The Board will have the power at any time to change the size and
membership of the Committee and to fill vacancies on the Committee, provided
that any new member satisfy the requirements of this Charter and any other
applicable requirements. The rules and procedures of the Committee will be
governed by the North Carolina Business Corporation Act and the Company's bylaws
and, to the extent not inconsistent with such Act and the bylaws, this Charter.

The Committee will meet at least semi-annually to discharge its
responsibilities as set forth in Section III of this Charter. At a minimum, the
Committee will meet (i) after the end of the first six months of the fiscal year
and prior to the filing with the SEC of the Company's semi-annual report to
review with management and, if appropriate, with the independent auditors the
financial statements for such six-month period and to address other matters as
necessary to discharge its responsibilities as set forth in Section III of this
Charter, and (ii) following the end of the fiscal year and in connection with
the completion of the fiscal year audit to review with management and the
independent auditors the financial statements for the full fiscal year and to
address other matters as necessary to discharge its responsibilities as set
forth in Section III of this Charter. Upon the call of the Chairman of the
Committee or the Chairman of the Board, the Committee will meet at such other
times and for such other purposes as are necessary to carry out the Committee's
responsibilities. At such times as the Committee determines, the Committee will
meet separately with management and the Company's independent auditors in
discharge of the Committee's obligations under Section III of this Charter.

The Committee will record and maintain minutes of its meetings. The
Chairman of the Committee or a Committee member designated by the Chairman will
make a report to the Board of the Committee's meetings, actions taken at
meetings or by consent, and recommendations made since the most recent Board
meeting, unless the Committee has previously circulated an interim report
addressing the matter or matters.

III. Committee Authority and Responsibilities

The authority and responsibilities of the Committee are as follows:

Annual Responsibilities

A. Review and reassess annually the adequacy of this Charter and recommend
any changes to the Board. The Chairman of the Committee will confirm to the
Board and management annually that the Committee has reviewed and reassessed the
adequacy of this Charter.

B. Be solely and directly responsible for the appointment, compensation,
retention and oversight of the work of the independent auditors engaged to
prepare or issue an audit report or perform other audit, review or attest
services, including resolution of disagreements between the independent auditors
and management regarding financial reporting. The authority of the Committee
under this paragraph is subject to the requirements of the Investment Company
Act of 1940 and the

rules of the SEC under the Act that the selection of the independent auditors be
ratified by the shareholders of the Company (to the extent such requirement is
applicable to the Company) and ratified or selected by a majority of the
Company's directors who are not interested persons of the Company.

C. Prior to engaging the independent auditors to perform an audit of the
Company's financial statements, (i) obtain from the independent auditors a
formal written statement delineating all relationships between their firm and
the Company, consistent with Independence Standards Board Standard No. 1 or such
other standard as may be promulgated by the Public Company Accounting Oversight
Board; (ii) actively engage in a dialogue with the independent auditors with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent auditors; and (iii) take, or
recommend that the Board of Directors take, appropriate action to oversee the
independence of the independent auditors.

D. Review with the independent auditors their proposed audit scope and
approach, including staffing, locations and coordination of independent audit
work with the work of the Company's accounting (and, if applicable, internal
audit) personnel.

E. Approve, in advance, the engagement letter for the annual audit to be
conducted by the independent auditors, including the compensation to be paid for
such services.

F. Following completion of the annual audit and at such other times as the
Committee deems appropriate, review separately with the independent auditors and
management any significant difficulties encountered during the course of the
audit.

G. Establish a policy for the Committee's pre-approval of audit and
non-audit services to be provided by the independent auditors and annually
review the continuing adequacy of the pre-approval policy.

H. At least annually, review the Company's system of internal controls and
evaluate the adequacy of the Company's financial reporting systems and business
process controls.

I. Prepare the Committee's report that the SEC rules require to be
included in the Company's annual proxy statement.

Periodic Responsibilities

J. Approve, in advance, all audit services not provided for in the
engagement letter for the annual audit, and all permissible non-audit services
to be provided by the independent auditors (including the compensation to be
paid for such services);

K. Review the Company's hiring policies for, and approve the hiring of,
any employees or former employees of the independent auditors.

L. Approve all transactions between the Company and a related party and
any other conflict of interest situations.

M. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters and
review the continuing adequacy of such procedures.

N. Engage and determine the compensation of any professional advisers as
the Committee determines are appropriate to carry out its responsibilities under
this Charter.

O. Cause the Company to pay the ordinary administrative expenses of the
Committee as are necessary or appropriate in carrying out the Committee's
duties.

P. Perform any other activities consistent with this Charter, the
Company's bylaws and governing law as the Committee or the Board deems necessary
or appropriate.

Q. Perform the responsibilities of a Qualified Legal Compliance Committee
as set forth in 17 C.F.R. Part 205 of the SEC's regulations ("Part 205") and
Section IV of this Charter.

IV. Part 205 Matters

A. QLCC. The Audit Committee is authorized to serve as a Qualified Legal
Compliance Committee ("QLCC") for the purpose of Part 205 and to receive reports
from outside counsel and in-house counsel of evidence of material violations of
securities laws and breaches of fiduciary duty and similar violations by
officers, directors, employees and agents of the Company ("Material
Violations"), to instruct or retain counsel to conduct an investigation, and to
direct and oversee such investigation, concerning whether such reports have
merit, and, if so, to recommend to the Company's Board of Directors an
appropriate response to such Material Violations. Part 205 will govern the
rights and responsibilities of the Committee and its members in the event of a
conflict between this Charter and Part 205.

B. Meetings. The Committee will meet as soon as practicable following the
report of evidence of a Material Violation and as necessary thereafter in
connection with such report.

C. Authority and Responsibilities. The Committee will have the authority
and responsibility to:

i. Adopt written procedures for the confidential receipt, retention,
and consideration of any report of evidence of a Material Violation;

ii. Receive reports of evidence of a Material Violation from outside
or in-house counsel;

iii. Notify the Company's Chief Executive Officer ("CEO") and the
Company's chief legal officer ("CLO") upon receipt of any such report of
evidence of a Material Violation. The CEO will be deemed to be the CLO for
the purpose of this notification, unless the Company has employed a
general counsel to serve in the capacity of CLO;

iv. Decide whether an investigation is necessary to determine
whether the Material Violation described in the report has occurred, is
occurring or is about to occur;

v. If the Committee determines an investigation is necessary
regarding a report of evidence of a Material Violation, to engage or
appoint counsel (which may be outside counsel or, at the Committee's
election, the Company's general counsel if the Company has employed one)
to undertake an investigation of such report;

vi. Retain such expert personnel as the Committee deems necessary;

vii. At the conclusion of any such investigation, to recommend by
majority vote that the Company implement an "appropriate response" (as
such term is defined in Part 205) to such Material Violation; and inform
the CEO, the CLO (if applicable) and the Board of Directors of the results
of any such investigation and the appropriate remedial measures to be
adopted; and

viii. Acting by majority vote, take all other appropriate action,
including the authority to notify the SEC in the event that the Company
fails in any material respect to implement an appropriate response that
the Committee has recommended that the Company take.

V. Additional Resources

The Committee will have the right to use reasonable amounts of time of the
Company's accounting personnel and independent auditors, other internal staff
and legal counsel and also will have the right to hire independent accounting
experts, lawyers and other consultants to assist and advise the Committee in
connection with its responsibilities. The Committee will keep the Company's CEO
advised as to the general range of anticipated expenses for outside consultants.

Amended and Restated: July 26, 2003

PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

BMC FUND, INC.

The undersigned hereby appoints Paul H. Broyhill and Carol Frye, or either
of them, as agents, each with the power to appoint his 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 December
10, 2003 at the annual meeting of shareholders to be held on January 31, 2004,
or at any adjournment thereof.

1. The election of 10 directors:

FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked below to the contrary) |_| 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.)

James T. Broyhill, Paul H. Broyhill, William E. Cooper, Lawrence Z. Crockett,
Jan E. Gordon, Allene B. Heilman, Gene A. Hoots, Michael G. Landry, John S.
Little, L. Glenn Orr, Jr.

2. Such other business as may properly come before the meeting.

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.

Dated _______________, 200__.

----------------------------------------
Signature*

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