UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

 

 

(Name of Registrant as Specified In Its Charter)

MVC CAPITAL, INC.

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

 

2) Aggregate number of securities to which transaction applies:

 

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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5) Total fee paid:

 

¨ 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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4) Date Filed:

 

 

SEC 1913 (04-04)		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on March 12, 2012.

 

		MVC CAPITAL, INC		Meeting Information   Meeting Type:        Annual Meeting For holders as of:    January 20, 2012 Date:    March 12, 2012    Time: 1:30 p.m., Eastern Time Location:     Offices of Schulte, Roth and Zabel                      919 Third Avenue                      New York, NY 10022
				You are receiving this communication because you hold shares in the above named fund.
				This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
				We encourage you to access and review all of the important information contained in the proxy materials before voting.
				See the reverse side of this notice to obtain proxy materials and voting instructions.

 

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–— Before You Vote —–

How to Access the Proxy Materials

 

–— How To Vote —–

Please Choose One of the Following Voting Methods

 

 

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Voting Items
The Board of Directors recommends you vote
FOR the following proposals:

 

1.

To elect six nominees to serve as members of

the Board of Directors of the Fund:

01)    Emilio Dominianni        04)    Robert Knapp

02)    Gerald Hellerman         05)    William Taylor

03)    Warren Holtsberg         06)    Michael Tokarz

 

2.

To ratify the selection of Ernst & Young LLP as the Fund’s independent registered public accounting firm for fiscal year 2012.

 

3.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.

 

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Voting Instructions